EX-4.3


 Exhibit 4.3 
 EXECUTION COPY 
 REGISTRATION RIGHTS AGREEMENT 

by and among 

Fidelity National Information Services, Inc., 
 the Guarantors named herein, 
 and 

Merrill Lynch, Pierce, Fenner & Smith Incorporated 
 HSBC Securities (USA) Inc. 
 J.P. Morgan Securities LLC 

Dated as of December 19, 2011 






 REGISTRATION RIGHTS AGREEMENT 

This Registration Rights Agreement (this “Agreement”) is made and entered into as of December 19, 2011, by and among
Fidelity National Information Services, Inc., a Georgia corporation (the “Company”), the entities listed on the signature pages hereof as “Guarantors” (collectively, the “Guarantors”), and Merrill Lynch, Pierce,
Fenner & Smith Incorporated, HSBC Securities (USA) Inc. and J.P. Morgan Securities LLC, as representatives of the several Initial Purchasers named in Schedule A (collectively, the “Initial Purchasers”), each of whom has
agreed to purchase $150,000,000 aggregate principal amount of the Company’s 7.625% Senior Notes due 2017 (the “Initial Notes”), fully and unconditionally guaranteed by the Guarantors (the “Guarantees”), pursuant to the
Purchase Agreement (as defined below). The Initial Notes and the Guarantees attached thereto are herein collectively referred to as the “Initial Securities.” 
 This Agreement is made pursuant to the Purchase Agreement, dated December 6, 2011 (the “Purchase Agreement”), among the Company, the Guarantors and Merrill Lynch, Pierce, Fenner &
Smith Incorporated, HSBC Securities (USA) Inc. and J.P. Morgan Securities LLC, as representatives of the Initial Purchasers, (i) for the benefit of the Initial Purchasers and (ii) for the benefit of the holders from time to time of the
Initial Securities, including the Initial Purchasers. In order to induce the Initial Purchasers to purchase the Initial Securities, the Company has agreed to provide the registration rights set forth in this Agreement. The execution and delivery of
this Agreement is a condition to the obligations of the Initial Purchasers set forth in Section 5(f) of the Purchase Agreement. 
 The parties hereby agree as follows: 
 SECTION 1. Definitions. As used
in this Agreement, the following capitalized terms shall have the following meanings: 
 Additional Interest: As
defined in Section 5 hereof. 
 Broker-Dealer: Any broker or dealer registered under the Exchange Act. 

Business Day: Any day other than a Saturday, Sunday or U.S. federal holiday or a day on which banking institutions or trust
companies located in New York, New York are authorized or obligated to be closed. 
 Closing Date: The date of this
Agreement. 
 Commission: The Securities and Exchange Commission. 

Consummate: A registered Exchange Offer shall be deemed “Consummated” for purposes of this Agreement upon the occurrence
of (i) the filing and effectiveness under the Securities Act of the Exchange Offer Registration Statement relating to the Exchange Securities to be issued in the Exchange Offer, (ii) the maintenance of such Registration Statement
continuously effective and the keeping of the Exchange Offer open for a period not less than the minimum period required pursuant to Section 3(b) hereof, and (iii) the delivery by the Company to the Registrar under the Indenture of
Exchange Securities in the same aggregate principal amount as the aggregate principal amount of Initial Securities that were tendered by Holders thereof pursuant to the Exchange Offer. 






 Effectiveness Target Date: As defined in Section 3(a) hereof. 

Exchange Act: The Securities Exchange Act of 1934, as amended. 

Exchange Offer: The registration by the Company under the Securities Act of the Exchange Securities pursuant to a Registration
Statement pursuant to which the Company offers the Holders of all outstanding Transfer Restricted Securities the opportunity to exchange all outstanding Transfer Restricted Securities held by such Holders for Exchange Securities in an aggregate
principal amount equal to the aggregate principal amount of the Transfer Restricted Securities tendered in such exchange offer by such Holders. 
 Exchange Offer Registration Statement: The Registration Statement relating to the Exchange Offer, including the related Prospectus. 

Exchange Securities: The 7.625% Senior Notes due 2017, of the same series under the Indenture as the Initial Notes and the
Guarantees attached thereto, to be issued to Holders in exchange for the Transfer Restricted Securities pursuant to this Agreement. 
 Exempt Resales: The transactions in which the Initial Purchasers propose to sell the Initial Securities to certain “qualified institutional buyers,” as such term is defined in Rule 144A
under the Securities Act and to certain non-U.S. persons pursuant to Regulation S under the Securities Act. 

FINRA: Financial Industry Regulatory Authority, Inc. 

First Supplemental Indenture: The First Supplemental Indenture, dated February 11, 2011, among the Company, the
guarantors named therein and the Trustee, supplementing the Original Indenture. 
 Fourth Supplemental Indenture:
The Fourth Supplemental Indenture, dated on or prior to the Closing Date, among the Company, the Guarantors and the Trustee, in connection with the issuance of the Initial Notes. 

Guarantees: As defined in the preamble hereto. 
 Holders: As defined in Section 2(b) hereof. 
 Indemnified Holder:
As defined in Section 8(a) hereof. 
 Indenture: The Original Indenture, as amended by the First Supplemental
Indenture, the Second Supplemental Indenture, the Third Supplemental Indenture and the Fourth Supplemental Indenture pursuant to which the Securities are to be issued, as such indenture is further amended or supplemented from time to time in
accordance with the terms thereof. 

  
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 Initial Notes: As defined in the preamble hereto. 

Initial Placement: The issuance and sale by the Company of the Initial Securities to the Initial Purchasers pursuant to the
Purchase Agreement. 
 Initial Purchasers: As defined in the preamble hereto. 

Initial Securities: As defined in the preamble hereto. 
 Interest Payment Date: As defined in the Indenture and the Securities. 

Original Indenture: The Indenture, dated as of July 16, 2010, by and among the Company, the Guarantors and the
Trustee. 
 Person: An individual, partnership, corporation, trust or unincorporated organization, or a government or
agency or political subdivision thereof. 
 Prospectus: The prospectus included in a Registration Statement, as amended
or supplemented by any prospectus supplement and by all other amendments thereto, including post-effective amendments, and all material incorporated by reference into such Prospectus. 

Registration Default: As defined in Section 5 hereof. 

Registration Statement: Any registration statement of the Company relating to (a) an offering of Exchange Securities pursuant
to an Exchange Offer or (b) the registration for resale of Transfer Restricted Securities pursuant to the Shelf Registration Statement, which is filed pursuant to the provisions of this Agreement, in each case, including the Prospectus included
therein, all amendments and supplements thereto (including post-effective amendments) and all exhibits and material incorporated by reference therein. 
 Second Supplemental Indenture: The Second Supplemental Indenture, dated July 1, 2011, among the Company, the guarantors named therein and the Trustee, amending the Original Indenture,
as amended. 
 Securities: The Initial Securities and the Exchange Securities, collectively. 

Securities Act: The Securities Act of 1933, as amended. 
 Shelf Filing Deadline: As defined in Section 4(a) hereof. 
 Shelf
Registration Statement: As defined in Section 4(a) hereof. 
 Third Supplemental Indenture: The Third
Supplemental Indenture, dated November 21, 2011, among the Company, the guarantors named therein and the Trustee, amending the Original Indenture, as amended. 

  
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 Transfer Restricted Securities: Each Initial Security, until the earliest to
occur of (a) the date on which such Initial Security is exchanged in the Exchange Offer for an Exchange Security entitled to be resold to the public by the Holder thereof without complying with the prospectus delivery requirements of the
Securities Act, (b) the date on which such Initial Security has been effectively registered under the Securities Act and disposed of in accordance with a Shelf Registration Statement, (c) the date on which such Initial Security is
distributed to the public by a Broker-Dealer pursuant to the “Plan of Distribution” contemplated by the Exchange Offer Registration Statement (including delivery of the Prospectus contained therein) and (d) the date immediately
following the Consummation of the Exchange Offer if such Initial Security was eligible to be exchanged in the Exchange Offer. 

Trust Indenture Act: The Trust Indenture Act of 1939, as amended. 

Trustee: The Bank of New York Mellon Trust Company, N.A., as trustee 

Underwritten Registration or Underwritten Offering: A registration in which securities of the Company are sold to an underwriter
for reoffering to the public. 
 SECTION 2. Securities Subject to this Agreement. 

(a) Transfer Restricted Securities. The securities entitled to the benefits of this Agreement are the Transfer Restricted
Securities. 
 (b) Holders of Transfer Restricted Securities. A Person is deemed to be a holder of Transfer Restricted
Securities (each, a “Holder”) whenever such Person owns Transfer Restricted Securities. 
 SECTION 3.
Registered Exchange Offer. 
 (a) Unless the Exchange Offer shall not be permissible under applicable law or Commission
policy, each of the Company and the Guarantors shall (i) use its commercially reasonable efforts to cause to be filed with the Commission as soon as practicable after the Closing Date, but in no event later than 270 days after the Closing Date
(or if such 270th day is not a Business Day, the next succeeding Business Day), a Registration Statement under the Securities Act relating to the Exchange Securities and the Exchange Offer, (ii) use its commercially reasonable efforts to cause
such Registration Statement to become effective, but in no event later than 360 days after the Closing Date (or if such 360th day is not a Business Day, the next succeeding Business Day) (the “Effectiveness Target Date”), (iii) in
connection with the foregoing, (A) file all pre-effective amendments to such Registration Statement as may be necessary in order to cause such Registration Statement to become effective, (B) if applicable, file a post-effective amendment
to such Registration Statement pursuant to Rule 430A under the Securities Act and (C) cause all necessary filings in connection with the registration and qualification of the Exchange Securities to be made under the state securities or blue sky
laws of such jurisdictions as are necessary to permit Consummation of the Exchange Offer, and (iv) upon the effectiveness of such Registration Statement, commence the Exchange Offer. The Exchange Offer shall be on the appropriate form
permitting registration of the Exchange Securities to be offered in exchange for the Transfer Restricted Securities and to permit resales of Initial Securities held by Broker-Dealers as contemplated by Section 3(c) hereof. 

  
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 (b) The Company and the Guarantors shall cause the Exchange Offer Registration Statement to
be effective continuously and shall keep the Exchange Offer open for a period of not less than the minimum period required under applicable federal and state securities laws to Consummate the Exchange Offer; provided, however, that in no
event shall such period be less than 20 Business Days after the date notice of the Exchange Offer is first mailed to the Holders. The Company shall cause the Exchange Offer to comply with all applicable federal and state securities laws. No
securities other than the Exchange Securities shall be included in the Exchange Offer Registration Statement. The Company shall use its commercially reasonable efforts to cause the Exchange Offer to be Consummated on the earliest practicable date
after the Exchange Offer Registration Statement has become effective, but in no event later than 30 Business Days after the effective date of the Exchange Offer Registration Statement. 

(c) The Company shall indicate in a “Plan of Distribution” section contained in the Prospectus forming a part of the Exchange
Offer Registration Statement that any Broker-Dealer who holds Initial Securities that are Transfer Restricted Securities and that were acquired for its own account as a result of market-making activities or other trading activities (other than
Transfer Restricted Securities acquired directly from the Company), may exchange such Initial Securities pursuant to the Exchange Offer; however, such Broker-Dealer may be deemed to be an “underwriter” within the meaning of the Securities
Act and must, therefore, deliver a prospectus meeting the requirements of the Securities Act in connection with any resales of the Exchange Securities received by such Broker-Dealer in the Exchange Offer, which prospectus delivery requirement may be
satisfied by the delivery by such Broker-Dealer of the Prospectus contained in the Exchange Offer Registration Statement. Such “Plan of Distribution” section shall also contain all other information with respect to such resales by
Broker-Dealers that the Commission may require in order to permit such resales pursuant thereto, but such “Plan of Distribution” shall not name any such Broker-Dealer or disclose the amount of Initial Securities held by any such
Broker-Dealer except to the extent required by the Commission. 
 Each of the Company and the Guarantors shall use its
commercially reasonable efforts to keep the Exchange Offer Registration Statement continuously effective, supplemented and amended as required by the provisions of Section 6(c) hereof to the extent necessary to ensure that it is available for
resales of Initial Securities acquired by Broker-Dealers for their own accounts as a result of market-making activities or other trading activities, and to ensure that it conforms with the requirements of this Agreement, the Securities Act and the
policies, rules and regulations of the Commission as announced from time to time, for a period ending on the earlier of (i) 90 days from the date on which the Exchange Offer Registration Statement is declared effective and (ii) the date on
which a Broker-Dealer is no longer required to deliver a prospectus in connection with market-making or other trading activities. 
 The Company shall provide sufficient copies of the latest version of such Prospectus to Broker-Dealers promptly upon request at any time during such 90-day (or shorter as provided in the foregoing
sentence) period in order to facilitate such resales. 

  
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 SECTION 4. Shelf Registration. 

(a) Shelf Registration. If (i) the Company is not required to file an Exchange Offer Registration Statement or to consummate
the Exchange Offer because the Exchange Offer is not permitted by applicable law or Commission policy, (ii) for any reason the Exchange Offer is not Consummated within 30 Business Days after the effective date of the Exchange Offer Registration
Statement, or (iii) with respect to any Holder of Transfer Restricted Securities (A) such Holder is prohibited by applicable law or Commission policy from participating in the Exchange Offer, or (B) such Holder may not resell the
Exchange Securities acquired by it in the Exchange Offer to the public without delivering a prospectus and that the Prospectus contained in an Exchange Offer Registration Statement is not appropriate or available for such resales by such Holder, or
(C) such Holder is a Broker-Dealer and holds Initial Securities acquired directly from the Company or one of its affiliates, then, upon such Holder’s written request, the Company and the Guarantors shall 

(x) cause to be filed a shelf registration statement pursuant to Rule 415 under the Securities Act, which may be an
amendment to the Exchange Offer Registration Statement (in either event, the “Shelf Registration Statement”) on or prior to the later of (I) 60 days after the receipt of such a request from a Holder described in Section 4(a)(iii)
and (II) 30 days after the date specified for Consummation of the Exchange Offer in this Agreement (or if such 30th day is not a Business Day, the next succeeding Business Day) (such date being the “Shelf Filing Deadline”), which Shelf
Registration Statement shall provide for resales of all Transfer Restricted Securities (other than any such securities that were eligible to be exchanged in the Exchange Offer at the time of the Exchange Offer) the Holders of which shall have timely
provided the information required pursuant to Section 4(b) hereof; and 
 (y) use their commercially
reasonable efforts to cause such Shelf Registration Statement to be declared effective by the Commission on or before the 90th day after the Shelf Filing Deadline (or if such 90th day is not a Business Day, the next succeeding Business Day).

 Each of the Company and the Guarantors shall use its commercially reasonable efforts to keep such Shelf Registration
Statement continuously effective, supplemented and amended as required by the provisions of Sections 6(b) and (c) hereof to the extent necessary to ensure that it is available for resales of Initial Securities by the Holders of Transfer
Restricted Securities entitled to the benefit of this Section 4(a), and to ensure that it conforms with the requirements of this Agreement, the Securities Act and the policies, rules and regulations of the Commission as announced from time to
time, for a period of at least two years following the effective date of such Shelf Registration Statement (or shorter period that will terminate when all the Initial Securities covered by such Shelf Registration Statement have been sold pursuant to
such Shelf Registration Statement); provided, however, that notwithstanding the foregoing or the requirements of the second paragraph of Section 3(c) or any provision in Sections 6(b) or 6(c) hereof, if the filing of any such supplement
or amendment would require the Company to make a public disclosure of material non-public information and the Company has a bona fide business purpose for preserving as confidential such material non-public information (other than the avoidance of


  
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its obligations hereunder), then the Company may, upon giving prompt written notice to the underwriter(s), if any, and selling Holders, delay the filing of any such supplement or amendment for a
period not to exceed 30 days in any three month period and 120 days in any calendar year; provided that (x) the Company promptly thereafter complies with the applicable requirements of Section 6 hereof and (y) the required
period for effectiveness of the Shelf Registration Statement shall be extended by the number of days during which such Registration Statement was not effective or useful. 
 (b) Provision by Holders of Certain Information in Connection with the Shelf Registration Statement. No Holder of Transfer Restricted Securities may include any of its Transfer Restricted
Securities in any Shelf Registration Statement pursuant to this Agreement unless and until such Holder furnishes to the Company in writing, within 15 Business Days after receipt of a request therefor, such information as the Company may reasonably
request for use in connection with any Shelf Registration Statement or Prospectus or preliminary Prospectus included therein or amendment or supplement thereto. Each Holder as to which any Shelf Registration Statement is being effected agrees to
furnish promptly to the Company all information required to be disclosed in order to make the information previously furnished to the Company by such Holder not materially misleading. 

SECTION 5. Additional Interest. If (i) any Shelf Registration Statement required by this Agreement has not been declared
effective by the Commission on or prior to the date specified for such effectiveness in this Agreement, (ii) the Exchange Offer has not been Consummated within 30 Business Days after the Effectiveness Target Date with respect to the Exchange
Offer Registration Statement or (iii) any Registration Statement required by this Agreement is filed and declared effective but shall thereafter cease to be effective or fail to be usable for its intended purpose without being succeeded
promptly by a post-effective amendment to such Registration Statement that cures such failure and that is itself immediately declared effective (each such event referred to in clauses (i) through (iii), a “Registration Default”), the
Company hereby agrees that the interest rate borne by the Transfer Restricted Securities shall be increased by 0.25% per annum during the 90-day period immediately following the occurrence of any Registration Default and shall increase by
0.25% per annum at the end of the subsequent 90-day period, but in no event shall such increase in the aggregate exceed 0.75% per annum (any such increase, “Additional Interest”). Following the cure of all Registration Defaults
relating to any particular Transfer Restricted Securities, the interest rate borne by the Transfer Restricted Securities will be reduced to the original interest rate borne by such Transfer Restricted Securities; provided, however, that, if
after any such reduction in interest rate, a different Registration Default occurs, the interest rate borne by the Transfer Restricted Securities shall again be increased pursuant to the foregoing provisions. 

Notwithstanding the foregoing, (i) the amount of additional interest payable shall not increase because more than one Registration
Default has occurred and is pending and (ii) a Holder of Transfer Restricted Securities that is not entitled to the benefits of the Shelf Registration Statement (because, e.g., such Holder has not elected to include information or has
not timely delivered such information to the Company pursuant to Section 4(b) hereof) shall not be entitled to Additional Interest with respect to a Registration Default that pertains to the Shelf Registration Statement. 

  
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 All obligations of the Company and the Guarantors set forth in the preceding paragraph that
are outstanding with respect to any Transfer Restricted Security at the time such security ceases to be a Transfer Restricted Security shall survive until such time as all such obligations with respect to such security shall have been satisfied in
full. 
 SECTION 6. Registration Procedures. 

(a) Exchange Offer Registration Statement. In connection with the Exchange Offer, the Company and the Guarantors shall comply with
all of the provisions of Section 6(c) hereof, and shall use their commercially reasonable efforts to effect such exchanges to permit the sale of Transfer Restricted Securities being sold in accordance with the intended method or methods of
distribution thereof. As a condition to its participation in the Exchange Offer pursuant to the terms of this Agreement, each Holder of Transfer Restricted Securities shall furnish, upon the request of the Company, prior to the Consummation thereof,
a written representation to the Company (which may be contained in the letter of transmittal contemplated by the Exchange Offer Registration Statement) to the effect that (A) it is not an affiliate of the Company, (B) it is not engaged in,
and does not intend to engage in, and has no arrangement or understanding with any Person to participate in, a distribution of the Exchange Securities to be issued in the Exchange Offer and (C) it is acquiring the Exchange Securities in its
ordinary course of business. In addition, all such Holders of Transfer Restricted Securities shall otherwise cooperate in the Company’s preparations for the Exchange Offer. Each Holder hereby acknowledges and agrees that any Broker-Dealer and
any such Holder using the Exchange Offer to participate in a distribution of the securities to be acquired in the Exchange Offer (1) could not under Commission policy as in effect on the date of this Agreement rely on the position of the
Commission enunciated in Morgan Stanley and Co., Inc. (available June 5, 1991) and Exxon Capital Holdings Corporation (available May 13, 1988), as interpreted in the Commission’s letter to Shearman & Sterling
dated July 2, 1993, and similar no-action letters, and (2) must comply with the registration and prospectus delivery requirements of the Securities Act in connection with a secondary resale transaction and that such a secondary resale
transaction should be covered by an effective registration statement containing the selling security holder information required by Item 507 or 508, as applicable, of Regulation S-K if the resales are of Exchange Securities obtained by such
Holder in exchange for Initial Securities acquired by such Holder directly from the Company. 
 (b) Shelf Registration
Statement. If required to file a Shelf Registration Statement, each of the Company and the Guarantors shall comply with all the provisions of Section 6(c) hereof and shall use its commercially reasonable efforts to effect such registration
in accordance with the time periods set forth herein to permit the sale of the Transfer Restricted Securities being sold in accordance with the intended method or methods of distribution thereof, and pursuant thereto each of the Company and the
Guarantors will as expeditiously as possible prepare and file with the Commission a Registration Statement relating to the registration on any appropriate form under the Securities Act, which form shall be available for the sale of the Transfer
Restricted Securities in accordance with the intended method or methods of distribution thereof. 

  
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 (c) General Provisions. In connection with any Registration Statement and any
Prospectus required by this Agreement to permit the sale or resale of Transfer Restricted Securities (including, without limitation, any Registration Statement and the related Prospectus required to permit resales of Initial Securities by
Broker-Dealers), each of the Company and the Guarantors shall: 
 (i) use its commercially reasonable efforts to
keep such Registration Statement continuously effective for the period set forth in Section 3 or 4 hereof, as applicable, and provide all required financial statements (including, if required by the Securities Act or any regulation thereunder,
financial statements of the Guarantors for the period specified in Section 3 or 4 hereof, as applicable); upon the occurrence of any event that would cause any such Registration Statement or the Prospectus contained therein not to be effective
and usable for resale of Transfer Restricted Securities during the period required by this Agreement, the Company shall file promptly an appropriate amendment to such Registration Statement and use its commercially reasonable efforts to cause such
amendment to be declared effective and such Registration Statement and the related Prospectus to become usable for their intended purpose(s) as soon as practicable thereafter; 

(ii) prepare and file with the Commission such amendments and post-effective amendments to the applicable Registration
Statement as may be necessary to keep the Registration Statement effective for the applicable period set forth in Section 3 or 4 hereof, as applicable, or such shorter period as will terminate when all Transfer Restricted Securities covered by
such Registration Statement have been sold; cause the Prospectus to be supplemented by any required Prospectus supplement, and as so supplemented to be filed pursuant to Rule 424 under the Securities Act, and to comply fully with the applicable
provisions of Rules 424 and 430A under the Securities Act in a timely manner; and comply with the provisions of the Securities Act with respect to the disposition of all securities covered by such Registration Statement during the applicable period
in accordance with the intended method or methods of distribution by the sellers thereof set forth in such Registration Statement or supplement to the Prospectus; 

(iii) advise the underwriter(s), if any, and selling Holders promptly and, if requested by such Persons, to confirm such
advice in writing, (A) when the Prospectus or any Prospectus supplement or post-effective amendment has been filed, and, with respect to any Registration Statement or any post-effective amendment thereto, when the same has become effective,
(B) of any request by the Commission for amendments to the Registration Statement or amendments or supplements to the Prospectus or for additional information relating thereto, (C) of the issuance by the Commission of any stop order
suspending the effectiveness of the Registration Statement under the Securities Act or of the suspension by any state securities commission of the qualification of the Transfer Restricted Securities for offering or sale in any jurisdiction, or the
initiation of any proceeding for any of the preceding purposes, (D) of the existence of any fact or the happening of any event that makes any statement of a material fact made in the Registration Statement, the Prospectus, any amendment or
supplement thereto, or any document incorporated by reference therein untrue, or that requires the making of any additions to or changes in the Registration Statement or the Prospectus in order to make the statements therein not misleading. If at
any time the Commission shall issue any stop order suspending the effectiveness of the Registration Statement, or any state securities commission or other 

  
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regulatory authority shall issue an order suspending the qualification or exemption from qualification of the Transfer Restricted Securities under state securities or blue sky laws, each of the
Company and the Guarantors shall use its commercially reasonable efforts to obtain the withdrawal or lifting of such order at the earliest practicable time; 
 (iv) furnish without charge to each of the Initial Purchasers, each selling Holder named in any Registration Statement that has requested such copies, if any, and each of the underwriter(s), if any,
before filing with the Commission, copies of any Registration Statement or any Prospectus included therein or any amendments or supplements to any such Registration Statement or Prospectus (including, if requested by the Initial Purchasers and such
Holder, all documents incorporated by reference after the initial filing of such Registration Statement or Prospectus if such documents are not otherwise publicly available on EDGAR), which documents will be subject to the review and comment of such
Holders and underwriter(s) in connection with such sale, if any, for a period of at least five Business Days, and the Company will not file any such Registration Statement or Prospectus or any such amendment or supplement to any such Registration
Statement or Prospectus to which an Initial Purchaser of Transfer Restricted Securities covered by such Registration Statement or the underwriter(s), if any, shall reasonably object in writing within five Business Days after the receipt thereof
(such objection to be deemed timely made upon confirmation of telecopy transmission within such period). The objection of an Initial Purchaser or underwriter, if any, shall be deemed to be reasonable if such Registration Statement, amendment,
Prospectus or supplement, as applicable, as proposed to be filed, contains a material misstatement or omission; 

(v) make the Company’s and the Guarantors’ representatives available to the Initial Purchasers for customary due
diligence matters subject to customary confidentiality agreements; 
 (vi) make available, subject to customary
confidentiality obligations, at reasonable times for inspection by the Initial Purchasers, the managing underwriter(s), if any, participating in any disposition pursuant to such Registration Statement and any attorney or accountant retained by such
Initial Purchasers or any of the underwriter(s), all financial and other records, pertinent corporate documents and properties of each of the Company and the Guarantors and cause the Company’s and the Guarantors’ officers, directors and
employees to supply all information, in each case as shall be reasonably requested by any such Initial Purchaser, underwriter, attorney or accountant in connection with such Registration Statement or any post-effective amendment thereto subsequent
to the filing thereof and prior to its effectiveness and to participate in meetings with investors to the extent reasonably requested by the managing underwriter(s), if any; 

(vii) if requested by any selling Holders or the underwriter(s), if any, promptly incorporate in any Registration
Statement or Prospectus, pursuant to a supplement or post-effective amendment if necessary, such information as such selling Holders and underwriter(s), if any, may reasonably request to have included therein, including, without limitation,
information relating to the “Plan of Distribution” of the Transfer Restricted Securities, information with respect to the principal amount of Transfer Restricted Securities 

  
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being sold to such underwriter(s), the purchase price being paid therefor and any other terms of the offering of the Transfer Restricted Securities to be sold in such offering; and make all
required filings of such Prospectus supplement or post-effective amendment as soon as practicable after the Company is notified of the matters to be incorporated in such Prospectus supplement or post-effective amendment; 

(viii) use commercially reasonable efforts to cause the Transfer Restricted Securities covered by the Registration
Statement to be rated with Standard & Poor’s Ratings Group and Moody’s Investors Service, Inc., if so requested by the Holders of a majority in aggregate principal amount of Securities covered thereby or the underwriter(s), if
any; 
 (ix) furnish to each Initial Purchaser, each selling Holder and each of the underwriter(s), if any,
without charge, at least one copy of the Registration Statement, as first filed with the Commission, and of each amendment thereto, including financial statements and schedules, all documents incorporated by reference therein and all exhibits
(including exhibits incorporated therein by reference), unless, in each case, publicly available on EDGAR; 
 (x)
deliver to each selling Holder and each of the underwriter(s), if any, without charge, as many copies of the Prospectus (including each preliminary prospectus) and any amendment or supplement thereto as such Persons reasonably may request; each of
the Company and the Guarantors hereby consents to the use of the Prospectus and any amendment or supplement thereto by each of the selling Holders and each of the underwriter(s), if any, in connection with the offering and the sale of the Transfer
Restricted Securities covered by the Prospectus or any amendment or supplement thereto; 
 (xi) in connection
with a Shelf Registration Statement, enter into such agreements (including an underwriting agreement), and make such representations and warranties, and take all such other commercially reasonable actions in connection therewith in order to expedite
or facilitate the disposition of the Transfer Restricted Securities. In furtherance of the foregoing, each of the Company and the Guarantors shall: 
 (A) furnish to each Initial Purchaser and each underwriter, if any, in such substance and scope as they may reasonably request and as are customarily made by issuers to underwriters in primary
underwritten offerings, upon the date of the effectiveness of the Shelf Registration Statement: 
 (1) a
certificate, dated the date of effectiveness of the Shelf Registration Statement, signed by (x) the Executive Chairman of the Board, Chief Executive Officer, President, Chief Financial Officer, Chief Accounting Officer, Treasurer or any
Corporate Executive Vice President of the Company and (y) the Executive Chairman of the Board, Chief Executive Officer, President, Chief Financial Officer, Chief Accounting Officer, Treasurer, any Corporate Executive Vice President or a duly
authorized signatory of each of the Guarantors confirming customary matters; 

  
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 (2) opinions of counsel relating to matters customarily covered in opinions
requested in underwritten offerings; and 
 (3) a comfort letter from the Company’s independent
accountants, in the customary form and covering matters of the type customarily requested to be covered in comfort letters by underwriters in connection with primary underwritten offerings; 

(B) set forth in full or incorporate by reference in the underwriting agreement, if any, the indemnification provisions
and procedures of Section 8 hereof with respect to all parties to be indemnified pursuant to said Section; and 
 (C) deliver such other documents and certificates as may be reasonably requested by such parties to evidence compliance with Section 6(c)(xi)(A) hereof and with any customary conditions contained in
the underwriting agreement or other agreement entered into by the Company or any of the Guarantors pursuant to this Section 6(c)(xi), if any. 
 If at any time after the Shelf Registration Statement has been filed, the representations and warranties of the Company and the Guarantors contemplated in Section 6(c)(xi)(A)(1) hereof cease to be
true and correct, the Company or the Guarantors shall so advise the Initial Purchasers and the underwriter(s), if any, and each selling Holder promptly and, if requested by such Persons, shall confirm such advice in writing; 

(xii) prior to any public offering of Transfer Restricted Securities, cooperate with the selling Holders, the
underwriter(s), if any, and their respective counsel in connection with the registration and qualification of the Transfer Restricted Securities under the state securities or blue sky laws of such jurisdictions as the selling Holders or
underwriter(s), if any, may reasonably request and do any and all other acts or things necessary or advisable to enable the disposition in such jurisdictions of the Transfer Restricted Securities covered by the Shelf Registration Statement;
provided, however, that none of the Company or the Guarantors shall be required to register or qualify as a foreign entity where it is not then so qualified or to take any action that would subject it to the service of process in suits or to
taxation, other than as to matters and transactions relating to the Registration Statement, in any jurisdiction where it is not then so subject; 
 (xiii) shall issue, upon the request of any Holder of Initial Securities covered by the Shelf Registration Statement and only in connection with any valid sale of Initial Securities by such Holder
pursuant to such registration statement (and provided that such Holder delivers such customary certificates reasonably requested by the Company in connection with such sale), Exchange Securities having an aggregate principal amount equal to the
aggregate principal amount of Initial Securities being sold by such Holder; such Exchange Securities to be registered in the name of the purchaser(s) of such Securities, as the case may be; in return, such Initial Securities held by such Holder
shall be surrendered to the Company for cancellation; 

  
 -12-








 (xiv) subject to the terms of the Indenture, cooperate with the selling
Holders and the underwriter(s), if any, to facilitate the timely preparation and delivery of certificates or book-entry receipts, as applicable, representing Transfer Restricted Securities to be sold and not bearing any restrictive legends; and
enable such Transfer Restricted Securities or book-entry receipts, as applicable, to be in such denominations and registered in such names as the Holders or the underwriter(s), if any, may request at least two Business Days prior to any sale of
Transfer Restricted Securities made by such Holders or underwriter(s); 
 (xv) use its commercially reasonable
efforts to cause the Transfer Restricted Securities covered by the Registration Statement to be registered with or approved by such other governmental agencies or authorities as may be necessary to enable the seller or sellers thereof or the
underwriter(s), if any, to consummate the disposition of such Transfer Restricted Securities, subject to the proviso contained in Section 6(c)(xii) hereof; 
 (xvi) if any fact or event contemplated by Section 6(c)(iii)(D) hereof shall exist or have occurred, prepare a supplement or post-effective amendment to the Registration Statement or related
Prospectus or any document incorporated therein by reference or file any other required document so that, as thereafter delivered to the purchasers of Transfer Restricted Securities, the Prospectus will not contain an untrue statement of a material
fact or omit to state any material fact necessary in order to make the statements therein not misleading; 

(xvii) provide a CUSIP number for all Securities not later than the effective date of the Registration Statement covering
such Securities and provide the Trustee under the Indenture with one or more global notes for such Securities which are in a form eligible for deposit with the Depository Trust Company and take all other action necessary to ensure that all such
Securities are eligible for deposit with the Depository Trust Company; 
 (xviii) cooperate and assist in any
filings required to be made with FINRA and in the performance of any due diligence investigation by any underwriter (including any “qualified independent underwriter”) that is required to be retained in accordance with the rules and
regulations of FINRA; 
 (xix) otherwise use its commercially reasonable efforts to comply with all applicable
rules and regulations of the Commission, and make generally available to its security holders, as soon as practicable, a consolidated earnings statement meeting the requirements of Rule 158 (which need not be audited) for the twelve-month period
(A) commencing at the end of any fiscal quarter in which Transfer Restricted Securities are sold to underwriters in a firm commitment or best efforts Underwritten Offering or (B) if not sold to underwriters in such an offering, beginning
with the first month of the Company’s first fiscal quarter commencing after the effective date of the Registration Statement; 

  
 -13-








 (xx) cause the Indenture to be qualified under the Trust Indenture Act not
later than the effective date of the first Registration Statement required by this Agreement, and, in connection therewith, cooperate with the Trustee and the Holders of Securities to effect such changes to the Indenture as may be required for such
Indenture to be so qualified in accordance with the terms of the Trust Indenture Act; and to execute and use its commercially reasonable efforts to cause the Trustee to execute, all documents that may be required to effect such changes and all other
forms and documents required to be filed with the Commission to enable such Indenture to be so qualified in a timely manner; and 
 (xxi) if not publicly available on EDGAR, provide promptly to each Holder upon request each document filed with the Commission pursuant to the requirements of Section 13 and Section 15 of the
Exchange Act. 
 Each Holder agrees by acquisition of a Transfer Restricted Security that, upon receipt of any notice from the
Company of the existence of any fact of the kind described in Section 6(c)(iii)(D) hereof or any notice described in the proviso to the second paragraph of Section 4(a) hereof, such Holder will forthwith discontinue disposition of Transfer
Restricted Securities pursuant to the applicable Registration Statement until such Holder’s receipt of the copies of the supplemented or amended Prospectus contemplated by Section 6(c)(xvi) hereof, or until it is advised in writing (the
“Advice”) by the Company that the use of the Prospectus may be resumed, and has received copies of any additional or supplemental filings that are incorporated by reference in the Prospectus. If so directed by the Company, each Holder will
deliver to the Company (at the Company’s expense) all copies, other than permanent file copies then in such Holder’s possession, of the Prospectus covering such Transfer Restricted Securities that was current at the time of receipt of such
notice. In the event the Company shall give any such notice, the time period regarding the effectiveness of such Registration Statement set forth in Section 3 or 4 hereof, as applicable, shall be extended by the number of days during the period
from and including the date of the giving of such notice pursuant to Section 6(c)(iii)(D) hereof or any notice described in the proviso to the second paragraph of Section 4(a) to and including the date when each selling Holder covered by
such Registration Statement shall have received the copies of the supplemented or amended Prospectus contemplated by Section 6(c)(xvi) hereof or shall have received the Advice; provided, however, that no such extension shall be taken
into account in determining whether Additional Interest is due pursuant to Section 5 hereof or the amount of such Additional Interest, it being agreed that the Company’s option to suspend use of a Registration Statement pursuant to this
paragraph (other than a suspension pursuant to the proviso in the second paragraph of Section 4(a) to the extent that such suspension does not exceed a period of up to 30 days in any three month period and does not exceed an aggregate of 120
days in any calendar year) shall be treated as a Registration Default for purposes of Section 5 hereof. 
 SECTION 7.
Registration Expenses. 
 (a) All expenses incident to the Company’s and the Guarantor’s performance of or
compliance with this Agreement will be borne by the Company and the Guarantors, jointly and severally, regardless of whether a Registration Statement becomes effective, including, without limitation: (i) all registration and filing fees and
expenses (including filings made by any Initial Purchaser or Holder with FINRA (and, if applicable, the fees and expenses of any “qualified independent 

  
 -14-








 
underwriter” and its counsel that may be required by the rules and regulations of FINRA)); (ii) all fees and expenses of compliance with federal securities and state securities or blue
sky laws; (iii) all expenses of printing (including printing certificates, if any, for the Exchange Securities to be issued in the Exchange Offer and printing of Prospectuses), messenger and delivery services and telephone; (iv) all fees
and disbursements of counsel for the Company, the Guarantors and, subject to and under the circumstances described in Section 7(b) hereof, the Holders of Transfer Restricted Securities; and (v) all fees and disbursements of independent
certified public accountants of the Company and the Guarantors (including the expenses of any special audit and comfort letters required by or incident to such performance). 
 Each of the Company and the Guarantors will, in any event, bear its internal expenses (including, without limitation, all salaries and expenses of its officers and employees performing legal or accounting
duties), the expenses of any annual audit and the fees and expenses of any Person, including special experts, retained by the Company or the Guarantors. 
 (b) In connection with any Shelf Registration Statement required by this Agreement, the Company and the Guarantors, jointly and severally, will reimburse the Initial Purchasers and the Holders of Transfer
Restricted Securities being registered pursuant to the Shelf Registration Statement for the reasonable fees and disbursements of not more than one counsel, who shall be Skadden, Arps, Slate, Meagher & Flom, LLP or such other counsel as may
be chosen by the Holders of a majority in principal amount of the Transfer Restricted Securities for whose benefit such Registration Statement is being prepared. 
 SECTION 8. Indemnification. 
 (a) The Company and the Guarantors,
jointly and severally, agree to indemnify and hold harmless (i) each Holder (including, for the avoidance of doubt, each Initial Purchaser who may be a Holder) and (ii) each Person, if any, who controls (within the meaning of
Section 15 of the Securities Act or Section 20 of the Exchange Act) any Holder (any of the Persons referred to in this clause (ii) being hereinafter referred to as a “controlling person”) and (iii) the respective
officers, directors, partners, employees, representatives and agents of any Holder or any controlling person (any Person referred to in clause (i), (ii) or (iii) may hereinafter be referred to as an “Indemnified Holder”), to the
fullest extent lawful, from and against any and all losses, claims, damages, liabilities, judgments, actions and expenses (including, without limitation, and as incurred, reimbursement of all reasonable costs of investigating, preparing, pursuing,
settling, compromising, paying or defending any claim or action, or any investigation or proceeding by any governmental agency or body, commenced or threatened, including the reasonable fees and expenses of counsel to any Indemnified Holder), joint
or several, directly or indirectly caused by, related to, based upon, arising out of or in connection with any untrue statement or alleged untrue statement of a material fact contained in any Registration Statement or Prospectus (or any amendment or
supplement thereto), or any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, except insofar as such losses, claims, damages, liabilities or
expenses are caused by, related to, based upon or arising out of or in connection with an untrue statement or omission or alleged untrue statement or omission that is made in reliance upon and in conformity with information relating to any of the
Holders furnished in writing to the Company by any of the Holders expressly for use therein. This indemnity agreement shall be in addition to any liability which the Company or any of the Guarantors may otherwise have. 

  
 -15-








 In case any action or proceeding (including any governmental or regulatory investigation or
proceeding) shall be brought or asserted against any of the Indemnified Holders with respect to which indemnity may be sought against the Company or the Guarantors, such Indemnified Holder (or the Indemnified Holder controlled by such controlling
person) shall promptly notify the Company and the Guarantors in writing; provided, however, that the failure to give such notice shall not relieve any of the Company or the Guarantors of its obligations pursuant to this Agreement to the
extent it is not materially prejudiced (through the forfeiture of substantive rights and defenses) as a result of such failure and shall not relieve the Company and the Guarantors from any liability that they may have to an Indemnified Holder other
than under this Section 8. In connection with any such action or proceeding, the Company and the Guarantors will be entitled to participate in and, to the extent that they shall jointly elect, by written notice delivered to such Indemnified
Holder promptly after receiving the aforesaid notice from such Indemnified Holder, to retain counsel reasonably satisfactory to the Indemnified Holder to represent the Indemnified Holder and any others entitled to indemnification pursuant to this
Section 8; provided that the Company and the Guarantors shall pay the fees and expenses of such counsel related to such action or proceeding, as incurred. In any such action or proceeding, any Indemnified Holder shall have the right to
retain its own counsel, but the Company and the Guarantors will not be liable to such Indemnified Holder under this Section 8 for any legal or other expenses subsequently incurred by such Indemnified Holder in connection with the defense
thereof unless (i) the defendants in such action include both the Indemnified Holder and the Company or the Guarantors, and the Indemnified Holder shall have reasonably concluded (based upon advice of counsel) that a conflict may arise between
the positions of the Company or the Guarantors and such Indemnified Holder in conducting the defense of such action or that there may be legal defenses available to it and/or other Indemnified Holders which are different from or additional to those
available to the Company or the Guarantors or (ii) the Company and the Guarantors shall not have employed counsel reasonably satisfactory to the Indemnified Holder to represent such Indemnified Holder within a reasonable time after notice of
commencement of the action; provided that the Company shall not, in connection with any one such action or proceeding or separate but substantially similar or related actions or proceedings in the same jurisdiction arising out of the same
general allegations or circumstances, be liable for the reasonable fees and expenses of more than one separate firm of attorneys (in addition to any one local counsel in each jurisdiction) at any time for such Indemnified Holders, which firm shall
be designated by the Indemnified Holders. The Company and the Guarantors shall be liable for any settlement of any such action or proceeding effected with the Company’s and the Guarantors’ prior written consent, which consent shall not be
withheld unreasonably, and each of the Company and the Guarantors agrees to indemnify and hold harmless any Indemnified Holder from and against any loss, claim, damage, liability or expense by reason of any settlement of any action effected with the
written consent of the Company and the Guarantors. The Company and the Guarantors shall not, without the prior written consent of each Indemnified Holder that is or could have been a party, settle or compromise or consent to the entry of judgment in
or otherwise seek to terminate any pending or threatened action, claim, litigation or proceeding in respect of which indemnification or contribution may be sought hereunder, unless such settlement, compromise, consent or termination includes an
unconditional release of each Indemnified Holder from all liability arising out of such action, claim, litigation or proceeding. 

  
 -16-








 (b) Each Holder of Transfer Restricted Securities agrees, severally and not jointly, to
indemnify and hold harmless the Company, the Guarantors and their respective directors and officers who sign a Registration Statement, and any Person controlling (within the meaning of Section 15 of the Securities Act or Section 20 of the
Exchange Act) the Company or any of the Guarantors, and the respective officers who signed the Registration Statement, directors, partners, employees, representatives and agents of each such Person, to the fullest extent lawful, from and against any
and all losses, claims, damages, liabilities, judgments, actions and expenses (including, without limitation, and as incurred, reimbursement of all reasonable costs of investigating, preparing, pursuing, settling, compromising, paying or defending
any claim or action, or any investigation or proceeding by any governmental agency or body, commenced or threatened, including the reasonable fees and expenses of counsel to any of such Persons), joint or several, directly or indirectly caused by,
related to, based upon, arising out of or in connection with any untrue statement or alleged untrue statement of a material fact contained in any Registration Statement or Prospectus (or any amendment or supplement thereto), or any omission or
alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, but only with respect to losses, claims, damages, liabilities, judgments, actions and expenses (including,
without limitation, and as incurred, reimbursement of all reasonable costs of investigating, preparing, pursuing, settling, compromising, paying or defending any claim or action, or any investigation or proceeding by any governmental agency or body,
commenced or threatened, including the reasonable fees and expenses of counsel), directly or indirectly caused by, related to, based upon, arising out of or in connection with information relating to such Holder furnished in writing by such Holder
expressly for use in any Registration Statement. In case any action or proceeding shall be brought against the Company, the Guarantors or their respective directors or officers or any such controlling person in respect of which indemnity may be
sought against a Holder of Transfer Restricted Securities, such Holder shall have the rights and duties given the Company and the Guarantors, and the Company, the Guarantors, their respective directors and officers who signed the Registration
Statement and such controlling person shall have the rights and duties given to each Holder by the preceding paragraph. 
 (c)
If the indemnification provided for in this Section 8 is unavailable to an indemnified party under Section 8(a) or (b) hereof (other than by reason of exceptions provided in those Sections) in respect of any losses, claims, damages,
liabilities, judgments, actions or expenses referred to therein, then each applicable indemnifying party, in lieu of indemnifying such indemnified party, shall contribute to the amount paid or payable by such indemnified party as a result of such
losses, claims, damages, liabilities or expenses in such proportion as is appropriate to reflect the relative benefits received by the Company and the Guarantors, on the one hand, and the Holders, on the other hand, from the Initial Placement (which
in the case of the Company and the Guarantors shall be deemed to be equal to the total gross proceeds to the Company and the Guarantor from the Initial Placement and the amount of Additional Interest which did not become payable as a result of the
filing of the Registration Statement resulting in such losses, claims, damages, liabilities, judgments actions or expenses) and such Registration Statement, or if such allocation is not permitted by applicable law, the relative fault of the Company
and the Guarantor, on the one hand, and the Holders, on the other hand, in connection with the statements or 

  
 -17-








 
omissions which resulted in such losses, claims, damages, liabilities or expenses, as well as any other relevant equitable considerations. The relative fault of the Company on the one hand and of
the Indemnified Holder on the other shall be determined by reference to, among other things, whether the untrue or alleged untrue statement of a material fact or the omission or alleged omission to state a material fact relates to information
supplied by the Company or any of the Guarantors, on the one hand, or the Indemnified Holders, on the other hand, and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such statement or
omission. The amount paid or payable by a party as a result of the losses, claims, damages, liabilities and expenses referred to above shall be deemed to include, subject to the limitations set forth in the second paragraph of Section 8(a)
hereof, any legal or other fees or expenses reasonably incurred by such party in connection with investigating or defending any action or claim. 
 The Company, the Guarantors and each Holder of Transfer Restricted Securities agree that it would not be just and equitable if contribution pursuant to this Section 8(c) were determined by pro rata
allocation (even if the Holders were treated as one entity for such purpose) or by any other method of allocation which does not take account of the equitable considerations referred to in the immediately preceding paragraph. The amount paid or
payable by an indemnified party as a result of the losses, claims, damages, liabilities or expenses referred to in the immediately preceding paragraph shall be deemed to include, subject to the limitations set forth above, any legal or other
expenses reasonably incurred by such indemnified party in connection with investigating or defending any such action or claim. Notwithstanding the provisions of this Section 8, none of the Holders (and its related Indemnified Holders) shall be
required to contribute, in the aggregate, any amount in excess of the amount by which the total discount received by such Holder with respect to the Initial Securities exceeds the amount of any damages which such Holder has otherwise been required
to pay by reason of such untrue or alleged untrue statement or omission or alleged omission. No Person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any
Person who was not guilty of such fraudulent misrepresentation. The Holders’ obligations to contribute pursuant to this Section 8(c) are several in proportion to the respective principal amount of Initial Securities held by each of the
Holders hereunder and not joint. 
 SECTION 9. Rule 144A. At any time when the Company is not subject to
Section 13 or 15 of the Exchange Act, the Company hereby agrees with each Holder, for so long as any Transfer Restricted Securities remain outstanding, to make available to any Holder or beneficial owner of Transfer Restricted Securities in
connection with any sale thereof and any prospective purchaser of such Transfer Restricted Securities from such Holder or beneficial owner, the information required by Rule 144A(d)(4) under the Securities Act in order to permit resales of such
Transfer Restricted Securities pursuant to Rule 144A under the Securities Act, unless all such Transfer Restricted Securities held by such Holder or beneficial owner are eligible to be sold without limitation or restriction under Rule 144 under the
Securities Act. 
 SECTION 10. Participation in Underwritten Registrations. No Holder may participate in any
Underwritten Registration hereunder unless such Holder (a) agrees to sell such Holder’s Transfer Restricted Securities on the basis provided in any underwriting arrangements approved by the Persons entitled hereunder to approve such
arrangements and (b) completes and executes all reasonable questionnaires, powers of attorney, indemnities, underwriting agreements, lock-up letters and other documents required under the terms of such underwriting arrangements. 

  
 -18-








 SECTION 11. Selection of Underwriters. If requested by the Holders of a majority
in aggregate principal amount of the Transfer Restricted Securities covered by the Shelf Registration Statement, the Holders of Transfer Restricted Securities covered by the Shelf Registration Statement who desire to do so may sell such Transfer
Restricted Securities in one Underwritten Offering. The investment banker(s) and managing underwriter(s) that will administer such offering will be selected by the Company. In no event shall the Company be required to reimburse any Holder for any
underwriting commissions or discounts. 
 SECTION 12. Miscellaneous. 

(a) Remedies. Each of the Company and the Guarantors hereby agrees that monetary damages would not be adequate compensation for
any loss incurred by reason of a breach by it of the provisions of this Agreement and hereby agree to waive the defense in any action for specific performance that a remedy at law would be adequate. 

(b) No Conflicting Agreements. Each of the Company and the Guarantors will not on or after the date of this Agreement enter into
any agreement with respect to its securities that conflicts with the provisions hereof. The rights granted to the Holders hereunder do not in any way conflict with the rights granted to the holders of the Company’s or any of the
Guarantors’ securities under any agreement in effect on the date hereof. 
 (c) Adjustments Affecting the Securities.
The Company will not voluntarily take any action, or permit any change to occur, with respect to the Securities that would materially and adversely affect the ability of the Holders to Consummate any Exchange Offer. 

(d) Amendments and Waivers. The provisions of this Agreement may not be amended, modified or supplemented, and waivers or consents
to or departures from the provisions hereof may not be given with respect to Transfer Restricted Securities unless the Company has (i) in the case of Section 5 hereof and this Section 12(d)(i), obtained the written consent of Holders
of all outstanding Transfer Restricted Securities and (ii) in the case of all other provisions hereof, obtained the written consent of Holders of a majority of the outstanding principal amount of Transfer Restricted Securities (excluding any
Transfer Restricted Securities held by the Company or its Affiliates). Notwithstanding the foregoing, a waiver or consent to departure from the provisions hereof that relates exclusively to the rights of Holders whose securities are being tendered
pursuant to the Exchange Offer and that does not affect directly or indirectly the rights of other Holders whose securities are not being tendered pursuant to the Exchange Offer may be given by the Holders of a majority of the outstanding principal
amount of Transfer Restricted Securities being tendered or registered; provided, however, that, with respect to any matter that directly or indirectly affects the rights of any Initial Purchaser hereunder, the Company shall obtain the written
consent of each such Initial Purchaser with respect to which such amendment, qualification, supplement, waiver, consent or departure is to be effective. 

  
 -19-








 (e) Notices. All notices and other communications provided for or permitted hereunder
shall be made in writing by hand-delivery, first-class mail (registered or certified, return receipt requested), telex, telecopier, or air courier guaranteeing overnight delivery: 

(i) if to a Holder, at the address set forth on the records of the Registrar under the Indenture, with a copy to the
Registrar under the Indenture; 
 (ii) if to the Company or any Guarantor: 

Fidelity National Information Services, Inc. 

601 Riverside Avenue 
 Jacksonville, Florida 32204 

			
	Facsimile:	  	(904) 438-6032
	Attention:	  	Chief Legal Officer

 with a copy to: 

Kirkland & Ellis LLP 
 601 Lexington Avenue 
 New York, NY 10022 

			
	Facsimile:	  	(212) 446-4900
	Attention:	  	Joshua N. Korff

 and a copy to: 

Nelson Mullins Riley & Scarborough LLP 

100 North Tryon St., Suite 4200 
 Charlotte, North Carolina 28202 

			
	Facsimile:	  	704-417-3221
	Attention:	  	Francis C. Pray, Jr.; and

 (iii) if to an Initial Purchaser, at the address set forth in the Purchase Agreement.

 All such notices and communications shall be deemed to have been duly given: at the time delivered by hand, if personally
delivered; five Business Days after being deposited in the mail, postage prepaid, if mailed; when answered back, if telexed; when receipt acknowledged, if telecopied; and on the next Business Day, if timely delivered to an air courier guaranteeing
overnight delivery. 
 Copies of all such notices, demands or other communications shall be concurrently delivered by the Person
giving the same to the Trustee at the address specified in the Indenture. 
 (f) Successors and Assigns. This Agreement
shall inure to the benefit of and be binding upon the successors and assigns of each of the parties, including, without limitation, and without the need for an express assignment, subsequent Holders of Transfer Restricted Securities;


  
 -20-








 
provided, however, that this Agreement shall not inure to the benefit of or be binding upon a successor or assign of a Holder unless and to the extent such successor or assign acquired
Transfer Restricted Securities from such Holder. 
 (g) Counterparts. This Agreement may be executed in any number of
counterparts and by the parties hereto 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. 

(h) Headings. The headings in this Agreement are for convenience of reference only and shall not limit or otherwise affect the
meaning hereof. 
 (i) Governing Law. THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF
THE STATE OF NEW YORK, WITHOUT REGARD TO THE CONFLICTS OF LAW RULES THEREOF. 
 (j) Severability. In the event that any
one or more of the provisions contained herein, or the application thereof in any circumstance, is held invalid, illegal or unenforceable, the validity, legality and enforceability of any such provision in every other respect and of the remaining
provisions contained herein shall not be affected or impaired thereby. 
 (k) Entire Agreement. This Agreement is
intended by the parties as a final expression of their agreement and intended to be a complete and exclusive statement of the agreement and understanding of the parties hereto in respect of the subject matter contained herein. There are no
restrictions, promises, warranties or undertakings, other than those set forth or referred to herein with respect to the registration rights granted by the Company with respect to the Transfer Restricted Securities. This Agreement supersedes all
prior agreements and understandings between the parties with respect to such subject matter. 

  
 -21-








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

			
	FIDELITY NATIONAL INFORMATION SERVICES, INC.
		
	By:	 	 /s/ Kirk T. Larsen





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









 GUARANTORS: 

ADMINISOURCE COMMUNICATIONS, INC. 

ADVANCED FINANCIAL SOLUTIONS, INC. 

ANALYTIC RESEARCH TECHNOLOGIES, INC. 

ASSET EXCHANGE, INC. 
 ATM MANAGEMENT SERVICES, INC. 
 AURUM TECHNOLOGY, LLC

 BENSOFT, INCORPORATED 

CARD BRAZIL HOLDINGS, INC. 

CHEX SYSTEMS, INC. 
 CITY PRACTITIONERS INC. 
 DELMARVA BANK DATA PROCESSING
CENTER, LLC 
 EFD ASIA, INC. 

EFUNDS CORPORATION 
 EFUNDS GLOBAL HOLDINGS CORPORATION 
 EFUNDS IT SOLUTIONS
GROUP, INC. 
 ENDPOINT EXCHANGE LLC 

FIDELITY INFORMATION SERVICES INTERNATIONAL HOLDINGS, INC. 

FIDELITY INFORMATION SERVICES INTERNATIONAL, LTD. 

FIDELITY INFORMATION SERVICES, LLC 

FIDELITY INTERNATIONAL RESOURCE MANAGEMENT, INC. 

FIDELITY NATIONAL ASIA PACIFIC HOLDINGS, LLC 

FIDELITY NATIONAL CARD SERVICES, INC. 

FIDELITY NATIONAL E-BANKING SERVICES, INC. 

FIDELITY NATIONAL FIRST BANKCARD SYSTEMS, INC. 

 

			
	By:	 	 /s/ Kirk T. Larsen

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

 

  

FIDELITY NATIONAL GLOBAL CARD SERVICES, INC. 

FIDELITY NATIONAL INFORMATION SERVICES, LLC 

FIDELITY OUTSOURCING SERVICES, INC. 

FIRM I, LLC 
 FIRM II, LLC 
 FIS MANAGEMENT SERVICES, LLC 

FIS OUTPUT SOLUTIONS, LLC 

FIS SOLUTIONS, LLC 
 GHR SYSTEMS, INC. 
 KIRCHMAN COMPANY LLC 

KIRCHMAN CORPORATION 
 LINK2GOV CORP. 
 MBI BENEFITS, INC. 

METAVANTE ACQUISITION COMPANY II LLC 

METAVANTE CORPORATION 
 METAVANTE OPERATIONS RESOURCES CORPORATION 
 NYCE PAYMENTS
NETWORK, LLC 
 PAYMENT SOUTH AMERICA HOLDINGS, INC. 

PENLEY, INC. 
 PRIME ASSOCIATES, INC. 
 SANCHEZ COMPUTER ASSOCIATES, LLC

 SANCHEZ SOFTWARE, LTD. 

SECOND FOUNDATION, INC. 
 THE CAPITAL MARKETS COMPANY 
 TREEV LLC 

VALUTEC CARD SOLUTIONS, LLC 

VECTORSGI, INC. 
 VICOR, INC. 
 WCS ADMINISTRATIVE SERVICES, INC. 

WILDCARD SYSTEMS, INC. 
  

			
	By:	 	 /s/ Kirk T. Larsen

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

 
 







 GUARANTORS (continued): 

 


 CERTEGY CHECK SERVICES, INC. 

CERTEGY TRANSACTION SERVICES, INC. 

CLEARCOMMERCE CORPORATION 

COMPLETE PAYMENT RECOVERY SERVICES, INC. 

DEPOSIT PAYMENT PROTECTION SERVICES, INC. 

FIDELITY NATIONAL PAYMENT SERVICES, INC. 

FIS CAPITAL LEASING, INC. 

METAVANTE HOLDINGS, LLC 
 METAVANTE PAYMENT SERVICES AZ CORPORATION 
 METAVANTE PAYMENT
SERVICES, LLC 
  

			
	By:	 	 /s/ Kirk T. Larsen

	Name:	 	Kirk T. Larsen
	Title:	 	Authorized Signatory                    

 

 
 







 The foregoing Registration Rights Agreement is hereby confirmed and accepted as of the date
first above written. 
 MERRILL LYNCH, PIERCE, FENNER & SMITH
INCORPORATED 
        INCORPORATED 

									
	HSBC SECURITIES (USA) INC.	  		  	
	J.P. MORGAN SECURITIES LLC	  		  	
		  		  	 Acting on behalf of themselves

and as the Representatives of
 the several
Initial Purchasers
	  		  	
				
	By:	  		  	Merrill Lynch, Pierce, Fenner & Smith Incorporated	  	
					
		  	By:	  	 /s/ Christopher Kelly Wall
	  		  	
		  		  	Name: Christopher Kelly Wall	  		  	
		  		  	Title:   Managing Director	  		  	
					
	By:	  		  	HSBC Securities (USA) Inc.	  		  	
					
		  	By:	  	 /s/ Diane M. Kenna
	  		  	
		  		  	Name: Diane M. Kenna	  		  	
		  		  	Title:   Senior Vice President	  		  	
					
	By:	  		  	J.P. Morgan Securities LLC	  		  	
					
		  	By:	  	 /s/ Rajesh Kapadia
	  		  	
		  		  	Name: Rajesh Kapadia	  		  	
		  		  	Title:   Managing Director	  		  	







 SCHEDULE A 
 Initial Purchasers 
 Merrill Lynch, Pierce, Fenner & Smith
Incorporated 
 HSBC Securities (USA) Inc. 
 J.P. Morgan Securities LLC 
 RBS Securities Inc. 

SunTrust Robinson Humphrey, Inc. 
 U.S. Bancorp Investments, Inc. 

  
 Schedule A-1