DEBT EXCHANGE AND JOINDER
AGREEMENT
THIS DEBT
EXCHANGE AND JOINDER AGREEMENT , dated as of October 1,
2009 (this “ Joinder Agreement ”), by and among
FIDELITY NATIONAL INFORMATION SERVICES, INC., a Georgia corporation
(“ FNIS ”), METAVANTE HOLDINGS, LLC, a Delaware
limited liability company, METAVANTE CORPORATION, a Wisconsin
corporation (“ Metavante Corp. ”), FNIS, as
purchaser of the Metavante Term Loans (as defined below) (in such
capacity, the “ FNIS Loan Purchaser ”), each
lender listed on Schedule I hereto (each, a “ Joinder
Lender ”; and, collectively, the “ Joinder
Lenders ”), JPMORGAN CHASE BANK, N.A. (“
JPMCB ”), as administrative agent under the FNIS
Credit Agreement (as defined below) (in such capacity, the “
FNIS Facility Administrative Agent ”), and JPMCB, as
administrative agent under the Metavante Credit Agreement (as
defined below) (in such capacity, the “ Metavante Facility
Administrative Agent ”).
WHEREAS ,
reference is hereby made to (i) the Credit Agreement, dated as
of January 18, 2007, by and among FNIS, the designated
borrowers from time to time party thereto, the lenders from time to
time party thereto, JPMCB, as administrative agent, swing line
lender and l/c issuer, and Bank of America, N.A., as swing line
lender (as amended, the “ FNIS Credit Agreement
”; the terms defined therein and not otherwise defined herein
being used herein as defined therein) and (ii) the Credit
Agreement, dated as of November 1, 2007, by and among
Metavante Technologies, Inc., a Wisconsin corporation (“
Metavante Holdings ”), Metavante Corp., the lenders
from time to time party thereto, Lehman Commercial Paper Inc. and
Baird Financial Corporation, as documentation agents, Morgan
Stanley Senior Funding Inc., as syndication agent and JPMCB, as
administrative agent (as amended, the “ Metavante Credit
Agreement ”);
WHEREAS ,
Metavante Holdings and Metavante Corp. have advised the Joinder
Lenders that FNIS intends to merge Cars Holdings, LLC, a
wholly-owned subsidiary of FNIS (“ FNIS Merger Sub
”), with Metavante Holdings, with FNIS Merger Sub as the
surviving entity (with such surviving entity to be renamed as
Metavante Holdings, LLC immediately upon the effectiveness of such
merger (in such capacity, the “ Surviving Company
”)) (the “ Metavante Merger ”), pursuant
to the Agreement and Plan of Merger dated as of March 31, 2009
among FNIS, Metavante Holdings and FNIS Merger Sub (the “
Metavante Merger Agreement ”);
WHEREAS ,
in connection with the Metavante Merger, FNIS and Metavante Corp.
desire to restructure certain loans under the Metavante Credit
Agreement as follows: (i) the FNIS Loan Purchaser shall
purchase from the Joinder Lenders an aggregate principal amount of
$500,000,000 of term loans outstanding under the Metavante Credit
Agreement and held by the Joinder Lenders (the “ Metavante
Term Loans ”) in exchange for the issuance to the Joinder
Lenders of an identical principal amount of debt evidencing
Additional Term Loans under the FNIS Credit Agreement
and
(ii) concurrently with such purchase, such
Metavante Term Loans so purchased shall be cancelled such that they
will no longer be outstanding for all purposes of the Metavante
Credit Agreement;
WHEREAS ,
Metavante Holdings, Metavante Corp., the Required Lenders (as
defined in the Metavante Credit Agreement) and the Metavante
Facility Administrative Agent have approved amendments to the
Metavante Credit Agreement pursuant to Amendment No. 1 thereto
(the “ Metavante Facility Amendment ”) dated
April 30, 2009 and effective as of the Amendment No. 1
Effective Date (as defined in the Metavante Facility Amendment) to
permit, among other things, Metavante Holdings to consummate the
Metavante Merger and the FNIS Loan Purchaser to purchase such
Metavante Term Loans pursuant to the debt exchange contemplated
hereby;
WHEREAS ,
pursuant to Section 2.16 of the FNIS Credit Agreement, FNIS
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;
WHEREAS ,
FNIS has requested that the Joinder Lenders make (or be deemed to
make) Additional Term Loans under a new tranche of term loans in an
aggregate principal amount of $500,000,000 pursuant to the terms of
the FNIS Credit Agreement; and
WHEREAS ,
pursuant to the terms below, the FNIS Loan Purchaser and the
Joinder Lenders desire to exchange the Tranche C Term Loans (as
defined below) made (or deemed to have been made) by the Joinder
Lenders for the Metavante Term Loans.
NOW,
THEREFORE , in consideration of the premises and agreements
herein contained, the parties hereto agree as follows:
1.
Tranche C Term Commitments and Debt Exchange.
(a) Subject to the
terms and conditions set forth herein, each Joinder Lender party
hereto severally agrees to make (or be deemed to make), on the
Additional Commitments Effective Date (as defined below), a single
loan under a new tranche of term loans (each, a “ Tranche
C Term Loan ”; and, collectively, the “ Tranche
C Term Loans ”) in Dollars to FNIS in an amount equal to
the commitment amount set forth next to such Joinder Lender’s
name in Schedule I hereto under the caption “Tranche C
Term Commitment” (collectively, the “ Tranche C Term
Commitments ”) in exchange for the purchase by the FNIS
Loan Purchaser of the Metavante Term Loans in the principal amounts
set forth on Schedule I hereto under the caption
“Purchased Metavante Term Loans” (such exchange, the
“ Debt Exchange ”). For purposes hereof, any
Lender that has a Tranche C Term Commitment or Tranche C Term Loan
is referred to as a “ Tranche C Term Lender ”
and this Joinder Agreement shall be deemed to be a “ Loan
Document ” under the FNIS Credit Agreement.
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(b) On
the Additional Commitments Effective Date and concurrently with the
Debt Exchange, the Metavante Facility Administrative Agent will
record the purchase by the FNIS Loan Purchaser of the Metavante
Term Loans pursuant to the Debt Exchange and the concurrent
cancellation of such Metavante Term Loans, in the Register (as
defined in the Metavante Credit Agreement).
2.
Applicable Margin and Base Rate.
(a) The “
Applicable Margin ” for each Tranche C Term Loan shall
mean, as of any date of determination, the following percentages
per annum:
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Tranche C Term
Loans
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Eurocurrency Rate
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Base Rate
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3.25%
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(b) The “
Base Rate ”, as used in the definition of
“Applicable Margin” in respect of Tranche C Term Loans,
shall mean, for any day a fluctuating rate per annum (rounded
upwards, if necessary, to the next 1/16 of 1%) equal to the highest
of (i) the Federal Funds Rate plus 1/2 of 1%, (ii) the
rate of interest in effect for such day as publicly announced by
JPMCB as its “prime rate” and (iii) the
Eurocurrency Rate (denominated in Dollars) for a one month Interest
Period on such day (or if such day is not a Business Day, the
immediately preceding Business Day) plus 1.00%. The “prime
rate” is a rate set by JPMCB based upon various factors
including JPMCB’s costs and desired return, general economic
conditions and other factors, and is used as a reference point for
pricing some loans, which may be priced at, above, or below such
announced rate. Any change in such rate announced by JPMCB shall
take effect at the opening of business on the day specified in the
public announcement of such change.
3.
Principal Payments. FNIS shall repay to the FNIS Facility
Administrative Agent for the ratable account of the Tranche C Term
Lenders the aggregate principal amount of all Tranche C 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:
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Tranche C Term Loan
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Principal
Amortization
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Payment Date
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Payment
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$
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7,500,000
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$
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10,000,000
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$
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10,000,000
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3
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Tranche C Term Loan
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Principal
Amortization
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Payment Date
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Payment
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$
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10,000,000
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$
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10,000,000
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$
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10,000,000
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$
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10,000,000
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$
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10,000,000
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Term C Loan Maturity Date
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$
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422,500,000
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;
provided that the final principal repayment installment of
the Tranche C Term Loans shall be repaid on the Term C Loan
Maturity Date and in any event shall be in an amount equal to the
aggregate principal amount of all Tranche C Term Loans outstanding
on such date.
4.
Voluntary and Mandatory Prepayments. Scheduled installments
of principal of the Tranche C Term Loans set forth above shall be
reduced in connection with any optional or mandatory prepayments of
the Tranche C Term Loans in accordance with Section 2.06 of
the FNIS Credit Agreement.
5. Term C
Loan Maturity Date. The Tranche C Term Loans will mature and be
payable in full on January 18, 2012 (the “ Term C
Loan Maturity Date ”).
6. New
Lenders. To the extent not already a Lender under the FNIS
Credit Agreement, each Joinder Lender party hereto acknowledges and
agrees that upon its execution of this Joinder Agreement and the
making (or the deemed making) of Tranche C Term Loans that such
Joinder Lender shall become a “Lender” under, and for
all purposes of, the FNIS 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 FNIS
Credit Agreement, together with copies of the most recent financial
statements delivered pursuant to Section 6.01 of the FNIS
Credit Agreement and such other documents and information as it has
deemed appropriate to make its own credit analysis and decision to
enter into this Joinder Agreement; (ii) agrees that it will,
independently and without reliance upon the FNIS Facility
Administrative Agent or any other Lender or Agent and based on such
documents and information as it shal

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