Exhibit 10.3

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 ”).

RECITALS:

      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.

          (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:

Tranche C Term Loans
Eurocurrency Rate		Base Rate
4.25%		3.25%

     (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:

; 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 shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the FNIS Credit Agreement; (iii) appoints and authorizes the FNIS Facility Administrative Agent to take such action as agent on its behalf and to exercise such powers under the FNIS Credit Agreement and the

other Loan Documents as are delegated to the FNIS Facility Administrative Agent by the terms thereof, together with such powers as are reasonably incidental thereto; (iv) agrees that it will perform in accordance with their terms all of the obligations which by the terms of the FNIS Credit Agreement are required to be performed by it as a Lender; and (v) represents and warrants that it has good and valid title to the Metavante Term Loan to be exchanged by it pursuant to this Joinder Agreement.

     8.  FNIS Credit Agreement Governs. Except as set forth in this Joinder Agreement, the Tranche C Term Loans shall otherwise be subject to the provisions of the FNIS 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 FNIS or the FNIS Facility Administrative Agent as may be required by the FNIS Credit Agreement under the definition of “Eligible Assignee” shall be deemed to have been given by FNIS and the FNIS Facility Administrative Agent.

     10.  Notice. For purposes of the FNIS 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 FNIS Facility Administrative Agent such documentation that is required to be delivered by it pursuant to Section 11.16 of the FNIS Credit Agreement, duly completed and executed by such Lender.

     12.  Recordation of the Tranche C Term Loans. Upon execution and delivery hereof, on the Effective Date, the FNIS Facility Administrative Agent will record the Tranche C Term Loans made by the Tranche C Term Lenders in the Register.

     13.  Representations and Warranties of the Company Parties. Each of FNIS, the Surviving Company and Metavante Corp. (collectively, the “ Company Parties ”), with respect to itself only, hereby represents and warrants to the Lenders, the FNIS Facility Administrative Agent and the Metavante Facility Administrative Agent as follows:

     (a) Authorization; No Contravention. The execution, delivery and performance by each Company Party of this Joinder Agreement are (i) within such Company Party’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 such Company Party’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 FNIS Credit Agreement and Section 7.1 of the Metavante

Credit Agreement), or require any payment to be made under (1) any documentation governing any Permitted Subordinated Indebtedness, (2) the FNIS Credit Agreement or the Metavante Credit Agreement, (3) any other Contractual Obligation to which such Company Party is a party or affecting such Company Party or the properties of such Company Party or any of its Subsidiaries or (4) any order, injunction, writ or decree, of or with any Governmental Authority or any arbitral award to which such Company Party 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)(3) 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 each Company Party. This Joinder Agreement constitutes a legal, valid and binding obligation of such Company Party, enforceable against such Company Party 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 FNIS Facility 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 each Company Party and each Joinder Lender party hereto;

     (ii) a guaranty substantially in the form of Exhibit G to the FNIS Credit Agreement (either directly or via a guaranty supplement) or such other form of guaranty or guaranty supplement (the “ Supplemental Guarantee ”) to guarantee the Guaranteed Obligations in form and substance reasonably satisfactory to the FNIS Facility Administrative Agent and FNIS, duly executed by the Surviving Company, Metavante Corp. and each of their Subsidiaries that are Loan Parties (as defined in the Metavante Credit Agreement) as of the effective date of the Metavante Facility Amendment (and giving effect thereto);

     (iii) certificates representing any certificated Equity Interest in the Surviving Company held by FNIS, accompanied by undated stock powers executed in blank;

     (iv) a Pledge Agreement Supplement executed by FNIS, together with an updated Schedule II to the Pledge Agreement reflecting FNIS’s pledge of Equity Interests in the Surviving Company;

     (v) evidence (in form reasonably satisfactory to the FNIS Facility Administrative Agent) of the identity, authority and capacity of each Responsible Officer of each Company Party executing this Joinder Agreement or the Supplemental Guarantee on the Additional Commitments Effective Date;

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

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

     (viii) a certificate attesting to the Solvency of FNIS and the Restricted Subsidiaries (taken as a whole) after giving effect to the Metavante Merger, this Joinder Agreement, the Metavante Facility Amendment 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 FNIS; and

     (ix) copies (certified to be true and complete by FNIS) of any amendments to the Metavante Merger Agreement and the disclosure schedules thereto.

     (b) All conditions to the effectiveness of the Metavante Facility Amendment 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 Metavante 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 FNIS Facility Administrative Agent (which shall not be unreasonably withheld or delayed). The Metavante Merger shall have been consummated, or substantially concurrently consummated, in accordance in all material respects with the terms of the Metavante Merger Agreement.

     (e) There shall not have occurred between December 31, 2008 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 Metavante Merger Agreement and set forth for ease of reference in the annex attached hereto as Annex A) with respect to FNIS, Metavante Holdings or the Surviving Company.

     (f) The FNIS Facility Administrative Agent shall have received (i) audited consolidated financial statements of FNIS for the fiscal year ended December 31, 2008 and (ii) such financial information for periods ending after December 31, 2008 as shall be publicly available prior to the Additional Commitments Effective Date (or as may be otherwise delivered to FNIS pursuant to the Metavante Merger Agreement). The FNIS Facility Administrative Agent shall have received pro forma consolidated financial statements as to FNIS and its Subsidiaries (after giving effect to the Metavante Merger) for (x) the 12-month period ending on the last day of the fiscal quarter most recently ended at least forty-five days prior to the Additional Commitments Effective Date and (y) the fiscal year ended December 31, 2008 and any subsequent interim period, and forecasts of balance sheets, income statements and cash flow statements for (A) each fiscal quarter of 2009 and 2010 ended after the Additional Commitments Effective Date and (B) each fiscal year ending on December 31, 2009 through the fiscal year ending on December 31, 2014.

     (g) The representations and warranties of the Company Parties contained in Section 13 of this Joinder Agreement and the representations and warranties of FNIS and each other Borrower (if any) contained in Article 5 of the FNIS Credit 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 Metavante Holdings 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 Metavante Holdings or its Subsidiaries in the Metavante Merger Agreement as are material to the interests of Lenders, but only to the extent that FNIS has the right to terminate its obligations under the Metavante Merger Agreement as a result of a breach of such representations and warranties in the Metavante 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 FNIS Credit Agreement.

     (h) Subject to clause (g) above, no Default shall exist with respect to FNIS and its Subsidiaries at the time of, or after giving effect to, this Joinder Agreement, the Metavante Facility Amendment and the Metavante Merger (including, without limitation, the borrowing of Tranche C 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 FNIS Credit Agreement.

     16.  Entire Agreement. This Joinder Agreement, the FNIS 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 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.

      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.

		Name of Lender:
		By:
				Name:
				Title:
		[For Lenders requiring a second signature:]
		By:
				Name:
				Title:

		Notice Address:
		Attention:
		Telephone:
		Facsimile:

		FIDELITY NATIONAL INFORMATION SERVICES, INC.,
		as Borrower and FNIS Loan Purchaser
		By:		/s/ Jason L. Couturier
				Name: Jason L. Couturier
				Title: Corporate Secretary and Assistant Treasurer
		METAVANTE HOLDINGS, LLC
		By:		/s/ Jason L. Couturier
				Name: Jason L. Couturier
				Title: Corporate Secretary and Assistant Treasurer
		METAVANTE CORPORATION
		By:		/s/ Donald W. Layden, Jr.
				Name: Donald W. Layden, Jr.
				Title: Senior Executive Vice President and Secretary

Consented to by:
JPMORGAN CHASE BANK, N.A.,
as FNIS Facility Administrative Agent
By:		/s/ Tina L. Ruyter
		Name: Tina L. Ruyter
		Title: Vice President
JPMORGAN CHASE BANK, N.A.,
as Metavante Facility Administrative Agent
By:		/s/ Tina L. Ruyter
		Name: Tina L. Ruyter
		Title: Vice President

SCHEDULE 1

		Tranche C Term				Purchased Metavante
Name of Joinder Lender		Commitment				Term Loans
ACA CLO 2005-1 LTD		$	421,085.24			$	421,085.24
ACA CLO 2006-1 LIMITED		$	447,403.04			$	447,403.04
ACA CLO 2006-2 LTD		$	421,085.21			$	421,085.21
ACA CLO 2007-1 LTD		$	350,904.35			$	350,904.35
AIB DEBT MANAGEMENT LTD		$	8,925,690.74			$	8,925,690.74
AIG SATURN CLO LTD		$	597,294.34			$	597,294.34
AIMCO CLO SERIES 2005-A		$	952,260.09			$	952,260.09
AIMCO CLO SERIES 2006-A		$	1,056,579.58			$	1,056,579.58
AIRLIE CLO 2006-I LTD		$	599,542.62			$	599,542.62
ALADDIN FLEXIBLE INVESTMENT FUND SPC SERIES 2008-2		$	598,036.23			$	598,036.23
AMERICAN INTERNATIONAL GROUP INCORPORATED		$	2,975,230.25			$	2,975,230.25
AMERICAN SAVINGS BANK FSB-HONOLULU		$	3,867,799.32			$	3,867,799.32
AMMC CLO III LIMITED		$	598,051.33			$	598,051.33
AMMC CLO IV LIMITED		$	595,046.05			$	595,046.05
AMMC CLO V LIMITED		$	300,528.31			$	300,528.31
AMMC CLO VI LIMITED		$	595,046.05			$	595,046.05
AMMC VII LIMITED		$	595,046.05			$	595,046.05
AMMC VIII LIMITED		$	892,569.07			$	892,569.07
APIDOS CDO I		$	819,493.25			$	819,493.25
APIDOS CDO II		$	966,949.83			$	966,949.83
APIDOS CDO III		$	670,358.90			$	670,358.90
APIDOS CDO IV		$	892,569.07			$	892,569.07
APIDOS CDO V		$	818,188.32			$	818,188.32
APIDOS CINCO CDO		$	446,284.54			$	446,284.54
APIDOS QUATTRO CDO		$	669,426.81			$	669,426.81
ARTUS LOAN FUND 2007-I LTD		$	2,082,661.17			$	2,082,661.17
Babson — Bill & Melinda Gates Foundation Trust		$	1,834,090.69			$	1,834,090.69
BABSON CAPITAL LOAN PARTNERS I, L.P.		$	25,552.63			$	25,552.63
BABSON CLO LTD 2003-1		$	595,046.05			$	595,046.05
BABSON CLO LTD 2004 I		$	595,046.05			$	595,046.05
BABSON CLO LTD 2004-II		$	595,046.05			$	595,046.05
BABSON CLO LTD 2005-I		$	1,367,723.07			$	1,367,723.07
BABSON CLO LTD 2005-II		$	595,046.05			$	595,046.05
BABSON CLO LTD 2005-III		$	1,190,092.10			$	1,190,092.10
BABSON CLO LTD 2006-1		$	892,569.07			$	892,569.07
BABSON CLO LTD 2006-II		$	1,190,092.10			$	1,190,092.10
BABSON CLO LTD 2007-I		$	1,487,615.12			$	1,487,615.12
BABSON CLO LTD 2008-I		$	1,193,074.79			$	1,193,074.79
BABSON CLO LTD 2008-II		$	1,193,074.79			$	1,193,074.79
BABSON LOAN OPPORTUNITY CLO LTD		$	1,576,702.43			$	1,576,702.43
BABSON MID-MARKET CLO LTD 2007-II		$	892,569.07			$	892,569.07
BAKER STREET CLO II LTD		$	1,190,092.10			$	1,190,092.10
BAKER STREET FUNDING CLO 2005-1 LTD		$	1,190,092.10			$	1,190,092.10
BANC INVESTMENT GROUP LLC		$	6,010,710.77			$	6,010,710.77
BANK OF THE WEST		$	1,487,615.12			$	1,487,615.12
BLUEMOUNTAIN CLO II LTD		$	892,569.07			$	892,569.07
BLUEMOUNTAIN CLO III LTD		$	892,569.07			$	892,569.07
BLUEMOUNTAIN CLO LTD		$	1,190,092.10			$	1,190,092.10
BUSHNELL LOAN FUND II SUBSIDIARY HOLDINGCOMPANY II LLC		$	892,569.07			$	892,569.07
CALLIDUS DEBT PARTNERS CLO FUND II LTD		$	477,531.93			$	477,531.93
CARLYLE CREDIT PARTNERS FINANCING I LTD		$	1,131,789.61			$	1,131,789.61
CARLYLE HIGH YIELD PARTNERS IX LTD		$	1,429,162.37			$	1,429,162.37
CARLYLE HIGH YIELD PARTNERS VI LTD		$	1,146,214.97			$	1,146,214.97
CARLYLE HIGH YIELD PARTNERS VII LTD		$	1,116,612.93			$	1,116,612.93
CARLYLE HIGH YIELD PARTNERS VIII LTD		$	1,503,693.39			$	1,503,693.39
CARLYLE HIGH YIELD PARTNERS X LTD		$	1,116,612.93			$	1,116,612.93
Cascade Investment LLC		$	552,195.35			$	552,195.35
CIFC FUNDING 2006-I LTD		$	1,785,138.15			$	1,785,138.15
CIFC FUNDING 2006-IB LTD		$	1,190,092.10			$	1,190,092.10
CIFC FUNDING 2007-III		$	1,487,615.12			$	1,487,615.12
CIT BANK		$	5,950,460.50			$	5,950,460.50
CM LIFE INSURANCE COMPANY		$	599,680.28			$	599,680.28
COA CAERUS CLO LTD		$	1,652,382.62			$	1,652,382.62
COA CLO FINANCING LTD		$	895,574.36			$	895,574.36
COLUMBUSNOVA CLO LTD 2006-II		$	595,046.05			$	595,046.05
COMERICA BANK		$	1,487,615.12			$	1,487,615.12
COMMERCE BK NA-KANSAS CITY MO		$	7,438,075.62			$	7,438,075.62
COMMERZBANK AG NEW YORK		$	7,438,075.62			$	7,438,075.62

		Tranche C Term				Purchased Metavante
Name of Joinder Lender		Commitment				Term Loans
CONFLUENT 3 LIMITED		$	595,046.05			$	595,046.05
CORTINA FUNDING		$	595,046.05			$	595,046.05
CRATOS CLO I LTD		$	903,867.42			$	903,867.42
DEL MAR CLO I LTD		$	892,569.07			$	892,569.07
DRYDEN IX - SENIOR LOAN FUND 2005 P L C		$	892,569.07			$	892,569.07
DRYDEN VIII - LEVERAGED LOAN CDO 2005		$	1,487,615.12			$	1,487,615.12
DRYDEN VII-LEVERAGED LOAN CDO 2004		$	892,569.07			$	892,569.07
DRYDEN XI-LEVERAGED LOAN CDO 2006		$	2,082,661.17			$	2,082,661.17
DRYDEN XVIII LEVERAGED LOAN 2007 LIMITED		$	1,190,092.10			$	1,190,092.10
DRYDEN XVI-LEVERAGED LOAN CDO 206		$	1,190,092.10			$	1,190,092.10
DRYDEN XXI LEVERAGED LOAN CDO LLC		$	747,545.29			$	747,545.29
EAGLE LOAN TRUST		$	1,190,092.10			$	1,190,092.10
EMPLOYERS INSURANCE COMPANY OF WAUSAU		$	267,770.72			$	267,770.72
ERSTE GROUP BANK AG		$	5,063,111.12			$	5,063,111.12
ERSTE GROUP BANK AG — LONDON		$	1,474,515.05			$	1,474,515.05
FIFTH THIRD BANK		$	5,950,460.50			$	5,950,460.50
FIRST 2004 II CLO LTD		$	225,396.23			$	225,396.23
FIRSTRUST BANK		$	1,785,138.15			$	1,785,138.15
FLEXIBLE MANAGED PORTFOLIO OF THE PRUDENTIAL SERIES FUND		$	297,523.02			$	297,523.02
FLOATING RATE SENIOR LOAN FUNDING I LLC		$	595,046.05			$	595,046.05
FLOATING RATE SENIOR LOAN FUNDING II LLC		$	297,521.15			$	297,521.15
FOUNDERS GROVE CLO LTD		$	163,511.63			$	163,511.63
FRANKLIN 4472 TEMPLETON LTD DURATION INCOME TRUST		$	601,056.62			$	601,056.62
FRANKLIN FLOATING RATE DAILY ACCESS FUND		$	5,580,522.74			$	5,580,522.74
FRANKLIN FLOATING RATE MASTER SERIES		$	1,571,533.63			$	1,571,533.63
FRASER SULLIVAN CLO I LTD		$	2,231,422.69			$	2,231,422.69
FRASER SULLIVAN CLO II LTD		$	2,231,422.69			$	2,231,422.69
GALAXY CLO 2003-1 LIMITED		$	743,807.56			$	743,807.56
GALAXY III CLO LTD		$	446,284.54			$	446,284.54
GALAXY IV CLO LTD		$	894,817.36			$	894,817.36
GALAXY V CLO LTD		$	1,190,092.10			$	1,190,092.10
GALAXY VI CLO LTD		$	894,817.36			$	894,817.36
GALAXY VII CLO LTD		$	595,046.05			$	595,046.05
GALAXY VIII CLO LTD		$	894,817.36			$	894,817.36
GALAXY X CLO LTD		$	595,046.05			$	595,046.05
GANNETT PEAK CLO I LTD		$	604,107.66			$	604,107.66
GENERAL ELECTRIC CAPITAL CORPORATION		$	38,640,709.64			$	38,640,709.64
GMAMGROUP PENSION TRUST I		$	892,569.07			$	892,569.07
GOLUB CAPITAL FUNDING CLO-8 LTD		$	599,542.62			$	599,542.62
GOLUB CAPITAL MANAGEMENT CLO 2007-1 LTD		$	1,487,615.12			$	1,487,615.12
GOLUB CAPITAL MASTER FUNDING LLC		$	899,313.92			$	899,313.92
GOLUB CAPITAL SENIOR LOAN OPPORTUNITY FUND LTD		$	1,041,330.59			$	1,041,330.59
GRAND HORN CLO LTD		$	206,842.20			$	206,842.20
GRANT GROVE CLO LTD		$	163,511.63			$	163,511.63
GREEN ISLAND CBNA LOAN FUNDING LLC		$	596,541.14			$	596,541.14
GREYROCK CDO LTD		$	86,715.26			$	86,715.26
HAKONE FUND II LLC		$	297,523.02			$	297,523.02
HARBOURVIEW CLO 2006-1		$	589,020.38			$	589,020.38
HARTFORD MUTUAL FUNDS INC-TOTAL RETURN BOND FUND		$	148,761.51			$	148,761.51
HARTFORD SERIES FUND INC-TOTAL RETURN BOND HLS FUND		$	899,281.68			$	899,281.68
HARTFORD TOTAL RETURN BOND FUND, THE		$	136,563.07			$	136,563.07
HARTFORD ZWD -WALT DISNEY COMPANY RETIREMENT PLAN MASTER TRUST		$	73,818.68			$	73,818.68
HILLMARK FUNDING LTD		$	1,492,876.33			$	1,492,876.33
HIMCO STATE BOARD OF ADMINISTRATION OF FLORIDA		$	523,329.51			$	523,329.51
HOLLY INVESTMENT CORPORATION		$	575,465.04			$	575,465.04
ING CAPITAL LLC		$	7,456,717.42			$	7,456,717.42
ING INVESTMENT MANAGEMENT CLO I LTD		$	670,550.97			$	670,550.97
ING INVESTMENT MANAGEMENT CLO II LTD		$	897,837.83			$	897,837.83
ING INVESTMENT MANAGEMENT CLO III LTD		$	1,042,076.25			$	1,042,076.25
ING INVESTMENT MANAGEMENT CLO IV LTD		$	747,193.26			$	747,193.26
ING INVESTMENT MANAGEMENT CLO V LTD		$	1,488,733.63			$	1,488,733.63
JFIN CLO 2007 LTD		$	892,569.07			$	892,569.07
JPMORGAN CHASE BANK		$	116,021,815.02			$	116,021,815.02
LANDESBANK BADEN WURTTEMBERG-NEW YORK		$	7,438,075.62			$	7,438,075.62
LANDMARK III CDO LTD		$	299,018.12			$	299,018.12
LANDMARK IV CDO LIMITED		$	526,642.84			$	526,642.84
LANDMARK IX CDO LTD		$	720,629.92			$	720,629.92
LANDMARK V CDO LIMITED		$	537,108.48			$	537,108.48
LANDMARK VI CDO LIMITED		$	675,777.19			$	675,777.19
LANDMARK VII CDO LTD		$	378,257.92			$	378,257.92
LANDMARK VIII CLO LTD		$	433,576.26			$	433,576.26

		Tranche C Term				Purchased Metavante
Name of Joinder Lender		Commitment				Term Loans
LEHMAN COMMERCIAL PAPER INCORPORATED		$	4,191,906.21			$	4,191,906.21
LFSIGXG LLC		$	1,021,197.90			$	1,021,197.90
LIBERTY MUTUAL FIRE INSURANCE COMPANY INVESTMENT ACCOUNT		$	446,284.54			$	446,284.54
LIBERTY MUTUAL INSURANCE COMPANY		$	1,071,082.89			$	1,071,082.89
LIGHTPOINT CLO III LTD		$	149,509.06			$	149,509.06
LIGHTPOINT CLO IV LTD		$	373,772.65			$	373,772.65
LIGHTPOINT CLO V LTD		$	149,509.06			$	149,509.06
LIGHTPOINT CLO VII LTD		$	449,280.37			$	449,280.37
LOAN FUNDING V LLC		$	1,041,330.59			$	1,041,330.59
LOAN FUNDING XIII LLC		$	602,578.28			$	602,578.28
LORD ABBETT INVESTMENT TRUST-LORD ABBETTFLOATING RATE FUND		$	449,289.82			$	449,289.82
MAGNOLIA FUNDING		$	1,794,861.88			$	1,794,861.88
MALIBU CBNA LOAN FUNDING LLC		$	1,487,615.12			$	1,487,615.12
MAPLEWOOD CAYMAN LTD		$	1,190,092.10			$	1,190,092.10
MARQUETTE US/EUROPEAN CLO PUBLIC LIMITEDCOMPANY		$	149,509.06			$	149,509.06
MASSACHUSETTS MUTUAL LIFE INSURANCE COMPANY		$	2,731,876.85			$	2,731,876.85
MCDONNELL — ILLINOIS STATE BOARD OF INVESTMENT		$	151,026.91			$	151,026.91
MIZUHO CORPORATE BANK LIMITED		$	6,247,983.52			$	6,247,983.52
MJX VENTURE IV CDO LIMITED		$	892,569.07			$	892,569.07
MOMENTUM CAPITAL FUND LTD		$	225,797.10			$	225,797.10
MORGAN STANLEY SENIOR FUNDING INC		$	297,523.02			$	297,523.02
MOUNTAIN VIEW CLO II LTD		$	185,858.21			$	185,858.21
MOUNTAIN VIEW CLO III LTD		$	206,842.20			$	206,842.20
MUIR GROVE CLO LTD		$	272,519.37			$	272,519.37
NACM CLO I		$	894,806.09			$	894,806.09
NATIONAL CITY BANK		$	6,545,506.55			$	6,545,506.55
NORTH DAKOTA STATE INVESTMENT BOARD		$	59,504.60			$	59,504.60
OLYMPIC CLO I LTD		$	762,168.56			$	762,168.56
OPPENHEIMER MASTER LOAN FUND LLC		$	892,569.07			$	892,569.07
OWS CLO 1 LTD		$	1,041,330.59			$	1,041,330.59
PIONEER A/C 190 PIONEER BOND FUND VCT		$	44,628.45			$	44,628.45
PIONEER BOND FUND		$	1,666,128.94			$	1,666,128.94
PIONEER DIVERSIFIED HIGH INCOME TRUST		$	297,523.02			$	297,523.02
PIONEER FLOATING RATE FUND		$	74,380.76			$	74,380.76
PPM GRAYHAWK CLO LTD		$	595,046.05			$	595,046.05
PRINCIPAL LIFE INSURANCE COMPANY		$	3,836,083.67			$	3,836,083.67
PRISA II		$	15,469,705.95			$	15,469,705.95
PRUCO LIFE INSURANCE		$	595,046.05			$	595,046.05
PRUDENTIAL ARKANS -ARKANSAS PUBLIC EMPLOYEES RETIREMENT SYSTEM		$	297,523.02			$	297,523.02
PRUDENTIAL RETIREMENT INSURANCE AND ANNUITY COMPANY		$	1,785,138.15			$	1,785,138.15
PRUDENTIAL SERIES FUND — CONSERVATIVE BALANCED PORTFOLIO		$	297,523.02			$	297,523.02
PRUDENTIAL SERIES FUND DIVERSIFIED BOND PORTFOLIO		$	743,807.56			$	743,807.56
PRUDENTIAL TRUST COMPANY COLLECTIVE TRUST — PRUDENTIAL BANK LOAN FUND		$	88,655.85			$	88,655.85
PRUDENTIAL-DRYDEN GLOBAL TOTAL RETURN FUND INC		$	89,256.91			$	89,256.91
QUALCOMM GLOBAL TRADING		$	1,190,092.10			$	1,190,092.10
RAYMOND JAMES BANK FSB		$	8,330,644.70			$	8,330,644.70
RBS CITIZENS NATIONAL ASSOCIATION		$	5,950,460.50			$	5,950,460.50
SAN GABRIEL CLO I LTD		$	1,554,314.24			$	1,554,314.24
SAPPHIRE VALLEY CDO I LTD		$	892,569.07			$	892,569.07
SERVES 2006-1 LTD		$	298,268.69			$	298,268.69
SHASTA CLO I LIMITED		$	892,569.07			$	892,569.07
Shenkman — CUNA Mutual Insurance Society		$	297,523.02			$	297,523.02
SIERRA CLO II LTD		$	1,115,711.34			$	1,115,711.34
SILVER CREST CBNA LOAN FUNDING LLC		$	604,107.66			$	604,107.66
STANFIELD ARNAGE CLO LTD		$	1,416,477.36			$	1,416,477.36
STANFIELD AZURE CLO LTD		$	1,048,311.18			$	1,048,311.18
STANFIELD BRISTOL CLO LTD		$	1,572,521.92			$	1,572,521.92
STANFIELD CARRERA CLO LTD		$	752,081.61			$	752,081.61
STANFIELD DAYTONA CLO LTD		$	1,212,617.37			$	1,212,617.37
STANFIELD MCLAREN CLO LTD		$	1,495,347.16			$	1,495,347.16
STANFIELD MODENA CLO LTD		$	994,487.43			$	994,487.43
STANFIELD VANTAGE CLO LTD		$	844,986.04			$	844,986.04
STANFIELD VEYRON CLO LTD		$	724,164.50			$	724,164.50
STEDMAN LOAN FUND II SUBSIDIARY HOLDING COMPANY II LLC		$	669,426.81			$	669,426.81
STONEY LANE FUNDING I LTD		$	1,492,876.33			$	1,492,876.33
SUMITOMO MITSUI BANKING CORP-NY		$	22,314,226.87			$	22,314,226.87
SUNTRUST BANK		$	2,975,230.25			$	2,975,230.25
Tavitian Foundation, Inc.		$	60,105.66			$	60,105.66
TCW ILLINOIS STATE BOARD OF INVESTMENT		$	140,972.70			$	140,972.70
TCW SENIOR SECURED FLOATING RATE LOAN FUND LP		$	227,194.33			$	227,194.33
TCW SENIOR SECURED LOAN FUND L P		$	205,954.61			$	205,954.61

		Tranche C Term				Purchased Metavante
Name of Joinder Lender		Commitment				Term Loans
TD BANKNORTH		$	8,925,690.75			$	8,925,690.75
TEMP11520 — FTS II F FRANKLIN FLOATING RATE II FUND		$	213,923.01			$	213,923.01
THE BANK OF TOKYO-MITSUBISHI UFJ LTD		$	11,305,874.95			$	11,305,874.95
THE HARTFORD FLOATING RATE FUND		$	2,711,602.25			$	2,711,602.25
TRISTATE CAPITAL BANK		$	2,975,230.25			$	2,975,230.25
VAN KAMPEN SENIOR INCOME TRUST		$	1,196,911.07			$	1,196,911.07
VAN KAMPEN SENIOR LOAN FUND		$	1,498,964.91			$	1,498,964.91
VEER CASH FLOW CLO LTD		$	149,134.35			$	149,134.35
VELOCITY CLO LTD		$	193,044.42			$	193,044.42
VENTURE II CDO 2002 LIMITED		$	595,046.05			$	595,046.05
VENTURE III CDO LTD		$	595,046.05			$	595,046.05
VENTURE IX CDO LIMITED		$	1,040,957.75			$	1,040,957.75
VENTURE V CDO LTD		$	743,807.56			$	743,807.56
VENTURE VI CDO LTD		$	293,015.10			$	293,015.10
VENTURE VII CDO LIMITED		$	1,338,853.61			$	1,338,853.61
VENTURE VIII CDO LIMITED		$	1,338,853.61			$	1,338,853.61
VINACASA CLO LTD		$	669,426.81			$	669,426.81
VISTA LEVERAGED INCOME FUND		$	595,046.05			$	595,046.05
VITESSE CLO LTD		$	398,029.73			$	398,029.73
WEST BEND MUTUAL INSURANCE COMPANY		$	111,648.65			$	111,648.65
WHITNEY CLO I LTD		$	373,398.88			$	373,398.88
WOODLANDS COMMERCIAL BANK		$	2,792,428.15			$	2,792,428.15
XELO VII LIMITED		$	668,817.74			$	668,817.74
XL RE EUROPE LIMITED		$	595,046.05			$	595,046.05
TOTAL:		$	500,000,000.00			$	500,000,000.00

ANNEX A TO
DEBT EXCHANGE AND JOINDER AGREEMENT

Definition of “Material Adverse Effect” in Metavante Merger Agreement

     “ Material Adverse Effect ” means, with respect to FNIS, Metavante Holdings or the Surviving Company, as the case may be, a material adverse effect on (A) the business, assets, properties, results of operations or condition (financial or otherwise) of such party and its Subsidiaries taken as a whole (provided, however, that, with respect to this clause (A), Material Adverse Effect shall not be deemed to include effects to the extent resulting from (1) changes, after the date hereof, in GAAP (or any interpretation thereof) generally applicable to companies engaged in the industries in which Metavante Holdings and FNIS operate, (2) changes, after the date hereof, in Laws of general applicability or interpretations or enforcement thereof by any court, administrative agency or commission or other governmental authority or instrumentality, domestic or foreign, or applicable self-regulatory organization, (3) actions or omissions of FNIS or FNIS Merger Sub, on the one hand, or Metavante Holdings, on the other hand, taken with the prior written consent of the other or expressly required hereunder, including the impact thereof on relationships (contractual or otherwise) with customers, suppliers, vendors, lenders, employees, investors or venture partners, (4) changes, after the date hereof, in general economic or market conditions (including conditions of the securities and credit markets) generally affecting companies engaged in the industries in which Metavante Holdings and FNIS operate, except to the extent that such changes have a disproportionate adverse effect on such party relative to other participants in the same industries, (5) the execution or public disclosure of the Metavante Merger Agreement or the transactions contemplated thereby, including the directly attributable impact thereof on relationships (contractual or otherwise) with customers, suppliers, vendors, lenders, employees, investors or venture partners, (6) acts of war, armed hostilities or terrorism or any escalation or worsening thereof, except to the extent that such events have a disproportionate adverse effect on such party relative to other participants in the industries in which Metavante Holdings and FNIS operate, (7) changes in the price or trading volume of the stock of Metavante Holdings or FNIS, as applicable, in and of itself (provided that events, circumstances and conditions underlying any such change may nonetheless be considered in determining whether a Material Adverse Effect has occurred), or (8) any failure by Metavante Holdings or FNIS, as applicable, to meet any projections or forecasts for any period ending (or for which revenues or earnings are released) on or after the date hereof (provided that events, circumstances and conditions underlying any such failure may nonetheless be considered in determining whether a Material Adverse Effect has occurred), or (B) the ability of such party to timely consummate the transactions contemplated by the Metavante Merger Agreement.

Exhibit 10.5

AMENDMENT NO. 1 TO CREDIT AGREEMENT

     AMENDMENT NO. 1 TO CREDIT AGREEMENT (this “ Amendment ”) dated April 30, 2009 and effective as of the Amendment No. 1 Effective Date (as defined below), to the Credit Agreement dated as of November 1, 2007 (as in effect immediately prior to the effectiveness hereof, the “ Credit Agreement ”) among Metavante Technologies, Inc. (“ Holdings ”), Metavante Corporation (the “ Borrower ”), the several banks and other financial institutions or entities from time to time parties thereto (the “ Lenders ”), Lehman Commercial Paper Inc., and Baird Financial Corporation, as documentation agents, Morgan Stanley Senior Funding Inc., as syndication agent, and JPMorgan Chase Bank, N.A., as administrative agent (the “ Administrative Agent ”).

RECITALS:

     1. The Borrower and Holdings have advised the Lenders that Holdings intends to undertake the FNIS Merger pursuant to which Holdings will merge with Cars Holdings, LLC (“ FNIS Merger Sub ”), a wholly owned Subsidiary of FNIS, with FNIS Merger Sub as the surviving entity (each capitalized term as defined herein).

     2. In connection with the FNIS Merger, the Borrower and FNIS desire to restructure the Loans under the Credit Agreement such that on the Amendment No. 1 Effective Date: (a) the Borrower borrows 100% of the unused Revolving Commitments on or prior to such date, (b) the FNIS Loan Purchaser purchases all of the Revolving Loans of each Consenting Lender on such date on the terms set forth herein if and only if such Consenting Lender commits to purchase accounts receivable from the FNIS Securitization Vehicle under the FNIS A/R Securitization Facility, (c) the FNIS Loan Purchaser purchases up to $928,125,000 of the Term Loans of the Consenting Lenders on such date on the terms set forth herein in exchange for the following: (i) an aggregate principal amount of $500,000,000 of the Term Loans held by the Consenting Lenders are exchanged for an identical principal amount of FNIS Term Loans, and (ii) the remaining balance of up to an aggregate principal amount of $428,125,000 of the Term Loans held by the Consenting Lenders are purchased in cash at par by the FNIS Loan Purchaser, and (d) if, after giving effect to the purchases by the FNIS Loan Purchaser of the Term Loans and the Revolving Loans as described in clauses (b) and (c) above, an aggregate principal amount of Term Loans and Revolving Loans remain outstanding under the Credit Agreement, as amended by this Amendment, that would result in a “Default” under the FNIS Credit Agreement, the Borrower shall prepay the Loans on a pro rata basis for the

relevant Facility in a minimum amount necessary to avoid such “Default” (but the Borrower shall not be prohibited from prepaying any greater amount in its discretion) (all such transactions, the “ Restructuring Transactions ”).

     3. In connection with the FNIS Merger, the Restructuring Transactions and related transactions, the Borrower wishes to have certain provisions of the Credit Agreement be waived and to have the Credit Agreement be amended in the manner described herein. The Lenders party hereto and the Administrative Agent are willing to agree to such waivers and amendments on and subject to the terms and conditions set forth herein.

     4. The parties hereto therefore agree as follows:

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

     Section 2. Purchase of Revolving Loans by the FNIS Loan Purchaser .

     (a) On the Amendment No. 1 Effective Date, FNIS or one of its Subsidiaries (the “ FNIS Loan Purchaser ”) shall purchase all of the Revolving Loans held by the Consenting Lenders pursuant to the FNIS Assignment Agreements (the “ FNIS Revolving Loan Purchases ”) if and only if each such Consenting Lender shall have met the following condition (each such Consenting Lender meeting such condition, a “ Qualifying Revolving Lender ”): such Consenting Lender shall have committed to purchase accounts receivable from the FNIS Securitization Vehicle under the FNIS A/R Securitization Facility (the “ A/R Commitment ”) in an amount equal to at least 75% of such Consenting Lender’s Revolving Commitment in effect immediately prior to the Amendment No. 1 Effective Date; provided that if the aggregate A/R Commitments of all Qualifying Revolving Lenders under the FNIS A/R Securitization Facility exceed $145,000,000, each Qualifying Revolving Lender shall be permitted to reduce its A/R Commitment by an amount equal to its Consenting Revolving Percentage of such excess amount. In connection with the foregoing FNIS Revolving Loan Purchases, each Qualifying Revolving Lender shall be paid in cash an amount equal to the difference between (x) the principal amount of the Revolving Loans sold by such Qualifying Revolving Lender to the FNIS Loan Purchaser and (y) the amount required to be funded by such Qualifying Revolving Lender under the FNIS A/R Securitization Facility on the Amendment No. 1 Effective Date.

     (b) For purposes hereof, (i) “ Consenting Revolving Percentages ” means, as to any Qualifying Revolving Lender, the percentage which such Qualifying Revolving Lender’s Revolving Commitment in effect immediately prior to the Amendment No. 1 Effective Date constitutes of the aggregate Revolving Commitments of all Qualifying Revolving Lenders in effect immediately prior to the Amendment No. 1 Effective Date, (ii) “ FNIS Assignment Agreement ” means, with respect to any assignment to the FNIS Loan Purchaser pursuant to Section 2 or Section 3 of this Amendment, an Assignment Agreement substantially in the form of Annex G hereto, (iii) “ FNIS A/R Securitization Facility ” means the $145,000,000 receivables securitization facility of the FNIS Securitization Vehicle dated as of the Amendment No. 1 Effective Date, as amended, the principal terms of which are set forth in the summary attached hereto as Annex F and (iv) “ FNIS Securitization Vehicle ” means a wholly-owned, direct or indirect subsidiary of FNIS that is the Securitization Vehicle for the FNIS Securitization Facility.

     (c) With respect to all purchases by the FNIS Loan Purchaser of the Revolving Loans and cancellation of such Revolving Loans pursuant to this Section 2, such purchases and cancellation shall not, for the avoidance of doubt, constitute payments or prepayments of the Revolving Loans for any purposes under the Credit Agreement (including, without limitation, for purposes of Section 2.9, 2.10, 2.11, 2.17 or 10.7(a) of the Credit Agreement).

     (d) No interest shall accrue from and after the Amendment No. 1 Effective Date on any Revolving Loans purchased by the FNIS Loan Purchaser, and concurrently with the FNIS Revolving Loan Purchases on the Amendment No. 1 Effective Date, such purchased Revolving Loans shall be deemed immediately cancelled for all purposes and no longer outstanding (and may not be resold, assigned or participated out by the FNIS Loan Purchaser) for all purposes of the Credit Agreement and all other Loan Documents (notwithstanding any provisions herein or therein to the contrary), including, but not limited to (i) the making of, or the application of, any payments to the Lenders under any Loan Document, (ii) the making of any request, demand, authorization, direction, notice, consent or waiver under any Loan Document, (iii) the providing of any rights to the Borrower as a Lender under any Loan Document, (iv) the calculation of financial covenants and (v) the determination of Required Lenders or Majority Revolving Facility Lenders, or for any similar or related purpose, under any Loan Document.

     (e) Each Consenting Lender agrees that no assignment of its Revolving Commitment or Revolving Loans shall be made or become effective prior to the Amendment No. 1 Effective Date unless the permitted assignee (x) agrees in writing in the relevant Assignment and Assumption to be treated as a “Consenting Lender” for all purposes hereof with respect to the assigned interest,

including the definition of “Consenting Revolving Percentages” and (y) contemporaneously with the entry of such Assignment and Assumption, provides a commitment in respect of the FNIS A/R Securitization Facility in an amount equal to at least 75% of such assigned interest pursuant to a written commitment advice reasonably acceptable to the arranger of the FNIS A/R Securitization Facility.

     Section 3 . Purchase of Terms Loans by the FNIS Loan Purchaser .

     (a) On the Amendment No. 1 Effective Date, the FNIS Loan Purchaser shall purchase up to an aggregate principal amount of $928,125,000 of Term Loans held by the Consenting Lenders, on a pro rata basis according to their Consenting Term Percentages (the “ FNIS Term Loan Purchases ”), in exchange for the following: (i) the purchase of $500,000,000 in aggregate principal amount of such Term Loans shall be made in the form of an identical principal amount of FNIS Term Loans pursuant to the terms of the Debt Exchange Agreement (such purchase and exchange transaction, the “ Debt Exchange ”) and (ii) the purchase of the remaining $428,125,000 in aggregate principal amount of such Term Loans shall be made in cash at par pursuant to the FNIS Assignment Agreements. Each Consenting Lender hereby agrees to the form of the payment of the Debt Exchange and to enter into the Debt Exchange Agreement on the Amendment No. 1 Effective Date, and agrees that no assignment of its Term Loans shall be made or become effective prior to the Amendment No. 1 Effective Date unless the permitted assignee agrees in writing in the relevant Assignment and Assumption to be treated as a “Consenting Lender” for all purposes hereof with respect to the assigned Term Loans, including the definition of “Consenting Term Percentages” and the agreement to accept the form of the payment of the Debt Exchange and to enter into the Debt Exchange Agreement on the Amendment No. 1 Effective Date. For purposes hereof, “ Consenting Term Percentages ” means, as to any Consenting Lender at any time, the percentage which the aggregate principal amount of such Consenting Lender’s Term Loans then outstanding constitutes of the aggregate principal amount of the Term Loans of all Consenting Lenders then outstanding.

     (b) With respect to all purchases by the FNIS Loan Purchaser of the Term Loans and cancellation of such Term Loans pursuant to this Section 3, such purchases and cancellation shall not, for the avoidance of doubt, constitute payments or prepayments of the Term Loans for any purposes under the Credit Agreement (including, without limitation, for purposes of Section 2.10, 2.11, 2.17 or 10.7(a) of the Credit Agreement).

     (c) No interest shall accrue from and after the Amendment No. 1 Effective Date on any Term Loans purchased by the FNIS Loan Purchaser, and concurrently with the FNIS Term Loan Purchases on the Amendment No. 1

Effective Date, such purchased Term Loans shall be deemed immediately cancelled for all purposes and no longer outstanding (and may not be resold, assigned or participated out by the Borrower) for all purposes of the Credit Agreement and all other Loan Documents (notwithstanding any provisions herein or therein to the contrary), including, but not limited to (i) the making of, or the application of, any payments to the Lenders under any Loan Document, (ii) the making of any request, demand, authorization, direction, notice, consent or waiver under any Loan Document, (iii) the providing of any rights to the Borrower as a Lender under any Loan Document, (iv) the calculation of financial covenants and (v) the determination of Required Lenders or Majority Term Facility Lenders, or for any similar or related purpose, under any Loan Document.

     (d) After giving effect to the cancellation of the Term Loans purchased by the FNIS Loan Purchaser described above, it is understood and agreed that the amount of the aggregate quarterly installment payments set forth in Section 2.3 of the Credit Agreement shall be reduced from $4,375,000 to $2,030,456.85 and (y) the reference to the aggregate final installment on the Term Facility Maturity Date set forth in Section 2.3 of the Credit Agreement shall be changed from $1,636,250,000 to $759,390,862.94.

     Section 4 . Consent to the FNIS Merger and the Restructuring Transactions and Waiver of Certain Provisions . The Lenders hereby consent to the FNIS Merger and the Restructuring Transactions (including the FNIS Revolving Loan Purchases and the FNIS Term Loan Purchases, in each case as set forth herein) notwithstanding anything to the contrary in the Credit Agreement and hereby waive the requirements of any provision of the Credit Agreement (including, without limitation, Sections 2.5, 2.9, 2.10, 7.4, 8(k), 8(l) and 10.6) that might otherwise result in a Default or Event of Default as a result of the FNIS Merger or the Restructuring Transactions.

     Section 5 . Amendments of Section 1 (Defined Terms and Other Definitional Provisions) of the Credit Agreement.

     (a) Section 1.1 of the Credit Agreement is hereby amended by adding, in appropriate alphabetical order, the following defined terms:

     “ Amendment No. 1 ”: Amendment No. 1 to Credit Agreement dated April 30, 2009 and effective as of the Amendment No. 1 Effective Date.

     “ Amendment No. 1 Effective Date ”: the date on which Amendment No. 1 becomes effective pursuant to Section 14 thereof.

     “ Approved Foreign Bank ”: as specified in clause (k) of the definition of “Cash Equivalents”.

     “ Attributable Indebtedness ”: on any date, in respect of any Capitalized Lease of any Person, the capitalized amount thereof that would appear on a balance sheet of such Person prepared as of such date in accordance with GAAP.

     “ Borrower Supplemental Agreement ”: the Supplemental Agreement dated as of the Amendment No. 1 Effective Date among the Borrower, FNIS and the Administrative Agent, substantially in the form of Exhibit K.

     “ Brazilian Joint Venture ”: that joint venture among Certegy LTDA, Banco Bradesco S.A. and Banco ABN AMRO Real S.A. and any future members.

     “ Capitalized Leases ”: all leases that have been or should be, in accordance with GAAP, recorded as capitalized leases on a balance sheet of the lessee.

     “ Cash Management Practices ”: the cash, Cash Equivalent and short-term investment management practices of the Consolidated Companies as approved by the board of directors or chief financial officer of FNIS from time to time, including any Indebtedness of the Consolidated Companies having a maturity of 92 days or less representing borrowings from any financial institution with which the Consolidated Companies have a depository or other investment relationship in connection with such practices (or any Affiliate of such financial institution), which borrowings may be secured by the cash, Cash Equivalents and other short-term investments purchased by the relevant Consolidated Company with the proceeds of such borrowings.

     “ Cash on Hand ”: on any day, the sum of the amount of cash, Cash Equivalents and other short-term investments of the Consolidated Companies as set forth on the balance sheet of the Consolidated Companies on the last day of each calendar month ending during the four fiscal quarters most recently ended on or prior to such day, divided by twelve (it being understood that such amount shall exclude in any event any cash and Cash Equivalents identified on such balance sheet as “restricted” or otherwise subject to a security interest in favor of any other Person (other than non-consensual Liens permitted under Section 7.1).

     “ Casualty Event ”: any event that gives rise to the receipt by FNIS or any Restricted Subsidiary of any insurance proceeds or condemnation

awards in respect of any equipment, fixed assets or real property (including any improvements thereon) to replace or repair such equipment, fixed assets or real property.

     “ Change of Control ”: the earliest to occur of:

     (a) (i) a “person” or “group” (as such terms are used in Sections 13(d) and 14(d)(2) of the 1934 Act, but excluding any employee benefit plan of such person and its subsidiaries, and any person or entity acting in its capacity as trustee, agent or other fiduciary or administrator of any such plan), shall become the “beneficial owner” (as defined in Rules 13(d)-3 and 13(d)-5 under the 1934 Act), directly or indirectly, of more than 35% of the then outstanding voting stock of FNIS, and (ii) during any period of twelve consecutive months, the board of directors of FNIS shall cease to consist of a majority of the Continuing Directors;

     (b) (i) FNIS shall cease to own and control, directly or through one or more wholly-owned Subsidiaries, 100% of each class of outstanding Capital Stock of Holdings free and clear of all Liens (except Liens created by the FNIS Pledge Agreement), or (ii) Holdings shall cease to own and control, of record and beneficially, directly, 100% of each class of outstanding Capital Stock of the Borrower free and clear of all Liens (except Liens created by the Guarantee and Collateral Agreement); and

     (c) any “Change of Control” (or any comparable term) in any document pertaining to any Permitted Subordinated Indebtedness with an aggregate outstanding principal amount in excess of the Threshold Amount.

     “ Consenting Lender ”: each Lender that executes Amendment No. 1.

     “ Consolidated Companies ”: FNIS and its Consolidated Subsidiaries.

     “ Consolidated Interest Charges ”: as of any date for the applicable period ending on such date with respect to any Person and its Subsidiaries on a consolidated basis, the amount payable with respect to such period in respect of (a) total interest expense payable in cash plus pay-in-kind interest in respect of Indebtedness (other than Specified Non-Recourse Indebtedness) of the type set forth in clause (a) of the definition thereof (including the interest component under Capitalized Leases, but excluding, to the extent included in interest expense, (i) fees and expenses associated

with the consummation of the FNIS Credit Transaction, (ii) annual agency fees paid to the Administrative Agent, (iii) costs associated with obtaining Swap Contracts, (iv) fees and expenses associated with any Investment permitted under Section 7.2, Equity Issuance or Debt Issuance (whether or not consummated) and (v) amortization of deferred financing costs), minus (b) interest income with respect to Cash on Hand of such Person and its Subsidiaries earned during such period, in each case as determined in accordance with GAAP.

     “ Consolidated Shareholders’ Equity ”: as of any date of determination, the consolidated shareholders’ equity of FNIS and its Subsidiaries that would be reported as shareholders’ equity on a consolidated balance sheet of FNIS and its Subsidiaries prepared as of such date in accordance with GAAP.

     “ Consolidated Subsidiaries ”: with respect to any Person at any time, all Subsidiaries of such Person that would be consolidated in the financial statements of such Person on such date prepared in accordance with GAAP, but excluding any such consolidated Subsidiary of such Person that would not be so consolidated but for the effect of FIN 46.

     “ Control ”: as specified in the definition of “Affiliate.”

     “ Debt Exchange ”: the exchange on the Amendment No. 1 Effective Date of an aggregate principal amount of $500,000,000 of Term Loans held by the Consenting Lenders for an identical principal amount of FNIS Term Loans pursuant to the terms of the Debt Exchange Agreement.

     “ Debt Exchange Agreement ”: the Debt Exchange and Joinder Agreement dated as of Amendment No. 1 Effective Date among the Borrower, Holdings, FNIS, the Consenting Lenders, the Administrative Agent and the FNIS Administrative Agent.

     “ Debt Issuance ”: the issuance by any Person and its Subsidiaries of any Indebtedness for borrowed money.

     “ Debtor Relief Laws ”: the Bankruptcy Code of the United States, and all other liquidation, conservatorship, bankruptcy, general assignment for the benefit of creditors, moratorium, rearrangement, receivership, insolvency, reorganization, or similar debtor relief Laws of the United States or other applicable jurisdictions from time to time in effect and affecting the rights of creditors generally.

     “ Disqualified Equity Interests ”: any Equity Interest which, by its terms (or by the terms of any security or other Equity Interests into which

it is convertible or for which it is exchangeable), or upon the happening of any event or condition (a) matures or is mandatorily redeemable, pursuant to a sinking fund obligation or otherwise, (b) is redeemable at the option of the holder thereof, in whole or in part, (c) provides for the scheduled payments of dividends in cash, or (d) is or becomes convertible into or exchangeable for Indebtedness or any other Equity Interests that would constitute Disqualified Equity Interests, in each case, prior to the date that is 91 days after the Term Facility Maturity Date.

     “ ERISA Affiliate ”: any trade or business (whether or not incorporated) under common control with FNIS within the meaning of Section 414(b) or (c) of the Code (and Sections 414(m) and (o) of the Code for purposes of provisions relating to Section 412 of the Code).

     “ ERISA Event ”: (a) a Reportable Event with respect to a Pension Plan; (b) a withdrawal by FNIS or any ERISA Affiliate from a Pension Plan subject to Section 4063 of ERISA during a plan year in which it was a substantial employer (as defined in Section 4001(a)(2) of ERISA) or a cessation of operations that is treated as such a withdrawal under Section 4062(e) of ERISA; (c) a complete or partial withdrawal by FNIS or any ERISA Affiliate from a Multiemployer Plan or notification that a Multiemployer Plan is in reorganization; (d) the filing of a notice of intent to terminate, the treatment of a Plan amendment as a termination under Sections 4041 or 4041A of ERISA, or the commencement of proceedings by the PBGC to terminate a Pension Plan or Multiemployer Plan; (e) an event or condition which constitutes grounds under Section 4042 of ERISA for the termination of, or the appointment of a trustee to administer, any Pension Plan or Multiemployer Plan; or (f) the imposition of any liability under Title IV of ERISA, other than for PBGC premiums not yet due or premiums due but not yet delinquent under Section 4007 of ERISA, upon FNIS or any ERISA Affiliate.

     “ Equity Interests ”: with respect to any Person, all of the shares, interests, rights, participations or other equivalents (however designated) of capital stock of (or other ownership or profit interests or units in) such Person and all of the warrants, options or other rights for the purchase, acquisition or exchange from such Person of any of the foregoing (including through convertible securities).

     “ Equity Issuance ”: any issuance for cash by any Person and its Subsidiaries to any other Person of (a) its Equity Interests, (b) any of its Equity Interests pursuant to the exercise of options or warrants, (c) any of its Equity Interests pursuant to the conversion of any debt securities to

equity or (d) any options or warrants relating to its Equity Interests. A Disposition shall not be deemed to be an Equity Issuance.

     “ Exchange Companies ”: Investment Property Exchange Services, Inc. and any other Restricted Companies that are engaged in like-kind-exchange operations.

     “ FNIS ”: Fidelity National Information Services, Inc., a Georgia corporation.

     “ FNIS Administrative Agent ”: JPMCB, as administrative agent under the FNIS Credit Agreement.

     “ FNIS Credit Agreement ”: the Credit Agreement dated as of January 18, 2007, as amended, among FNIS, the Designated Borrowers (as defined therein) from time to time party thereto, each lender party thereto, JPMCB, as administrative agent, swing line lender and L/C issuer, and Bank of America, N.A., as swing line lender.

     “ FNIS Credit Transaction ”: collectively, (a) the execution, delivery and performance by the FNIS Loan Parties of the FNIS Credit Agreement, (b) the funding of the FNIS Term Loans and (c) the payment of the fees and expenses incurred in connection with any of the foregoing.

     “ FNIS Loan Documents ”: “Loan Documents” as defined in the FNIS Credit Agreement.

     “ FNIS Loan Parties ”: the collective reference to FNIS and each FNIS Subsidiary Guarantor.

     “ FNIS Loan Party Guaranty ”: the Guaranty Agreement to be executed and delivered by each FNIS Loan Party, substantially in the form of Exhibit I.

     “ FNIS Merger ”: the merger between Holdings and FNIS Merger Sub, with FNIS Merger Sub as the surviving entity, all pursuant to the FNIS Merger Agreement.

     “ FNIS Merger Agreement ”: Agreement and Plan of Merger dated as of March 31, 2009 among FNIS, Holdings and FNIS Merger Sub.

     “ FNIS Merger Sub ”: Cars Holdings, LLC, a Delaware limited liability company.

     “ FNIS Pledge Agreement ”: the Pledge Agreement dated as of September 12, 2007, as amended, among FNIS and the other grantors party thereto and JPMCB, as collateral agent.

     “ FNIS Subsidiary Guarantor ”: as defined in Section 6.12(a).

     “ FNIS Term Loans ”: “Term Loans” as defined in the FNIS Credit Agreement.

     “ Guarantee ”: as to any Person, without duplication, (a) any obligation, contingent or otherwise, of such Person guaranteeing or having the economic effect of guaranteeing any Indebtedness or other obligation payable or performable by another Person (the “primary obligor”) in any manner, whether directly or indirectly, and including any obligation of such Person, direct or indirect, (i) to purchase or pay (or advance or supply funds for the purchase or payment of) such Indebtedness or other obligation, (ii) to purchase or lease property, securities or services for the purpose of assuring the obligee in respect of such Indebtedness or other obligation of the payment or performance of such Indebtedness or other obligation, (iii) to maintain working capital, equity capital or any other financial statement condition or liquidity or level of income or cash flow of the primary obligor so as to enable the primary obligor to pay such Indebtedness or other obligation, or (iv) entered into for the purpose of assuring in any other manner the obligee in respect of such Indebtedness or other obligation of the payment or performance thereof or to protect such obligee against loss in respect thereof (in whole or in part), or (b) any Lien on any assets of such Person securing any Indebtedness or other obligation of any other Person, whether or not such Indebtedness or other obligation is assumed by such Person (or any right, contingent or otherwise, of any holder of such Indebtedness to obtain any such Lien); provided that the term “Guarantee” shall not include endorsements for collection or deposit, in either case in the ordinary course of business, or customary and reasonable indemnity obligations in effect on the Amendment No. 1 Effective Date or entered into in connection with any acquisition or Disposition of assets permitted under this Agreement (other than such obligations with respect to Indebtedness). The amount of any Guarantee shall be deemed to be an amount equal to the stated or determinable amount of the related primary obligation, or portion thereof, in respect of which such Guarantee is made or, if not stated or determinable, the maximum reasonably anticipated liability in respect thereof as determined by the guaranteeing Person in good faith. The term “Guarantee” as a verb has a corresponding meaning.

     “ Interest Coverage Ratio ”: as of the end of any fiscal quarter of FNIS for the four fiscal quarter period ending on such date, the ratio of (a) Consolidated EBITDA of FNIS and its Subsidiaries for such period to (b) Consolidated Interest Charges of FNIS and its Consolidated Subsidiaries for such period.

     “ JPMCB ”: JPMorgan Chase Bank, N.A. and its successors.

     “ Laws ”: collectively, all applicable international, foreign, Federal, state and local statutes, treaties, rules, guidelines, regulations, ordinances, codes and administrative or judicial precedents or authorities, including the interpretation or administration thereof by any Governmental Authority charged with the enforcement, interpretation or administration thereof, and all applicable administrative orders, directed duties, requests, licenses, authorizations and permits of, and agreements with, any Governmental Authority, in each case whether or not having the force of law.

     “ Leasing Companies ”: FNF Capital Leasing, Inc. and its Subsidiaries.

     “ Leverage Ratio ”: as of the end of any fiscal quarter of FNIS for the four fiscal quarter period ending on such date, the ratio of (a) Total Indebtedness on the last day of such period to (b) Consolidated EBITDA of the Consolidated Companies for such period; provided that the amount of Total Indebtedness determined pursuant to clause (a) above at any date shall be reduced (i) by the amount of any outstanding “Swing Line Loans” or “Revolving Credit Loans” (each, as defined in the FNIS Credit Agreement) drawn for the purpose of credit card settlements so long as (x) such Swing Line Loans and Revolving Credit Loans are repaid within three Business Days after the applicable date regarding which the Leverage Ratio is calculated and (y) the Borrower or FNIS certifies as to the amount of such Swing Line Loans and Revolving Credit Loans and such repayment in the applicable Compliance Certificate and (ii) in the case of any such Indebtedness of a Majority-Owned Subsidiary, by an amount directly proportional to the amount (if any) by which Consolidated EBITDA determined pursuant to clause (b) above for such date was reduced (including through the calculation of Consolidated Net Income) by the elimination of a minority interest in such Majority-Owned Subsidiary owned by a Person other than a Consolidated Company.

     “ Majority-Owned Subsidiary ”: a Consolidated Subsidiary that is not wholly-owned (directly or indirectly) by FNIS.

     “ Material Companies ”: FNIS and all Restricted Subsidiaries (other than Immaterial Subsidiaries).

     “ Moody’s ”: Moody’s Investors Service, Inc. and any successor thereto.

     “ Non-Consenting Lender ”: each Lender that is not a Consenting Lender.

     “ Outstanding Amount ”: (a) with respect to the Term Loans and the FNIS Term Loans, Revolving Loans, “Revolving Credit Loans” and “Swing Line Loans” (each term in this definition with quotation marks around it, as defined in the FNIS Credit Agreement) on any date, the principal amount thereof (or, in the case of the “Revolving Credit Loans”, the “Dollar Equivalent” amount thereof) after giving effect to any borrowings and prepayments or repayments of Term Loans, FNIS Term Loans, Revolving Loans, “Revolving Credit Loans” (including any refinancing of outstanding unpaid drawings under “Letters of Credit” or “L/C Borrowings” as a “Revolving Credit Borrowing”) and “Swing Line Loans”, as the case may be, occurring on such date; and (b) with respect to any “L/C Obligations” on any date, the “Dollar Equivalent” amount of the aggregate outstanding amount thereof on such date after giving effect to any “L/C Credit Extension” occurring on such date and any other changes thereto as of such date, including as a result of any reimbursements of outstanding unpaid drawings under any “Letters of Credit” (including any refinancing of outstanding unpaid drawings under “Letters of Credit” or “L/C Credit Extensions” as a “Revolving Credit Borrowing”) or any reductions in the maximum amount available for drawing under “Letters of Credit” taking effect on such date.

     “ Pension Plan ” means any “employee pension benefit plan” (as such term is defined in Section 3(2) of ERISA), other than a Multiemployer Plan, that is subject to Title IV of ERISA and is sponsored or maintained by FNIS or any ERISA Affiliate or to which FNIS or any ERISA Affiliate contributes or has an obligation to contribute, or in the case of a multiple employer or other plan described in Section 4064(a) of ERISA, has made contributions at any time during the immediately preceding five plan years.

     “ Permitted Acquisition ”: as defined in Section 7.2(h).

     “ Permitted Refinancing ”: with respect to any Person, any modification, refinancing, refunding, renewal or extension of any Indebtedness of such Person; provided that (a) the principal amount (or accreted value, if applicable) thereof does not exceed the principal amount (or

accreted value, if applicable) of the Indebtedness so modified, refinanced, refunded, renewed or extended except by an amount equal to unpaid accrued interest and premium thereon plus other reasonable amount paid, and fees and expenses reasonably incurred, in connection with such modification, refinancing, refunding, renewal or extension and by an amount equal to any existing commitments unutilized thereunder or as otherwise permitted pursuant to Section 7.3, (b) such modification, refinancing, refunding, renewal or extension has a final maturity date equal to or later than the final maturity date of, and has a Weighted Average Life to Maturity equal to or greater than the Weighted Average Life to Maturity of, the Indebtedness being modified, refinanced, refunded, renewed or extended, (c) if the Indebtedness being modified, refinanced, refunded, renewed or extended is subordinated in right of payment to the Obligations, such modification, refinancing, refunding, renewal or extension is subordinated in right of payment to the Obligations on terms at least as favorable to the Lenders as those contained in the documentation governing the Indebtedness being modified, refinanced, refunded, renewed or extended, taken as a whole, (d) the terms and conditions (including, if applicable, as to collateral) of any such modified, refinanced, refunded, renewed or extended Indebtedness are not materially less favorable to the Loan Parties or the Lenders than the terms and conditions of the Indebtedness being modified, refinanced, refunded, renewed or extended, taken as a whole, (e) such modification, refinancing, refunding, renewal or extension is incurred by the Person who is the obligor (or another of the Restricted Companies, at the election of FNIS, provided that if the obligor is a Loan Party, such other Restricted Company must also be a Loan Party) on the Indebtedness being modified, refinanced, refunded, renewed or extended, and such new or additional obligors as are or become Loan Parties in accordance with Section 6.12 and with respect to subordinated Indebtedness the obligations of such obligors shall be subordinated in right of payment to the Obligations on terms at least as favorable to the Lenders as those contained in documentation governing the Indebtedness, taken as a whole and (f) at the time thereof, no Event of Default shall have occurred and be continuing.

     “ Permitted Subordinated Indebtedness ”: any unsecured Indebtedness that (a) is expressly subordinated to the prior payment in full in cash of the Obligations on terms not materially less favorable to the Lenders, taken as a whole, than the terms set forth on Exhibit J hereto or on such other terms as shall be reasonably acceptable to the Administrative Agent, (b) is not scheduled to mature prior to the date that is 91 days after the Term Facility Maturity Date, (c) has no scheduled

amortization or payments of principal prior to the Term Facility Maturity Date, and (d) in the case of such Indebtedness (or series of related Indebtedness) in excess of the Threshold Amount, has mandatory prepayment, repurchase or redemption provisions no more onerous or expansive in scope, taken as a whole, than those contained in this Agreement for the Term Loans or are otherwise reasonably acceptable to the Administrative Agent.

     “ Pro Forma Basis ”, “ Pro Forma Compliance ” and “ Pro Forma Effect ”: for purposes of calculating compliance with the Leverage Ratio or each of the financial covenants set forth in Section 7.10 in respect of a Specified Transaction, that such Specified Transaction and the following transactions in connection therewith shall be deemed to have occurred as of the first day of the applicable period of measurement in such covenant: (a) income statement items (whether positive or negative) attributable to the property or Person subject to such Specified Transaction, in the case of a Permitted Acquisition or Investment described in the definition of “Specified Transaction”, shall be included, (b) any retirement of Indebtedness, and (c) any Indebtedness incurred or assumed by any Restricted Company in connection with such Specified Transaction, and if such Indebtedness has a floating or formula rate, shall have an implied rate of interest for the applicable period for purposes of this definition determined by utilizing the rate which is or would be in effect with respect to such Indebtedness as at the relevant date of determination; provided that the foregoing pro forma adjustments may be applied to the Leverage Ratio and the financial covenants set forth in Section 7.10 to the extent that such adjustments are consistent with the definition of Consolidated EBITDA and may take into account cost savings for which the necessary steps have been implemented or are reasonably expected to be implemented within twelve months after the closing of the applicable Permitted Acquisition.

     “ Restricted Companies ”: FNIS and its Restricted Subsidiaries (including Holdings and the Borrower), and “ Restricted Company ” means any of the foregoing.

     “ S&P ”: Standard & Poor’s Ratings Services, a division of The McGraw-Hill Companies, Inc., and any successor thereto.

     “ Securitization Assets ”: any accounts receivable, royalty or revenue streams, other financial assets, proceeds and books, records and other related assets incidental to the foregoing subject to a Securitization Financing.

     “ Securitization Financing ”: as defined in Section 7.3(v).

     “ Securitization Vehicle ”: one or more special purpose vehicles that are, directly or indirectly, wholly-owned Subsidiaries of FNIS and are Persons organized for the limited purpose of entering into a Securitization Financing by purchasing, or receiving by way of capital contributions, sale or other transfer, assets from FNIS and its Subsidiaries and obtaining financing for such assets from third parties, and whose structure is designed to insulate such vehicle from the credit risk of FNIS.

     “ Specified Debt ”: as defined in the last paragraph of Section 7.3.

     “ Specified Debt Test ”: as defined in the last paragraph of Section 7.3.

     “ Specified Non-Recourse Indebtedness ”: as defined in Section 7.3(f).

     “ Specified Responsible Officer ”: the chief executive officer, president, chief operating officer, chief financial officer, treasurer, comptroller or general counsel of FNIS.

     “ Specified Transaction ”: any Investment or incurrence of Indebtedness in respect of which compliance with the financial covenants set forth in Section 7.10 is by the terms of this Agreement required to be calculated on a Pro Forma Basis.

     “ Swap Contract ”: (a) any and all rate swap transactions, basis swaps, credit derivative transactions, forward rate transactions, commodity swaps, commodity options, forward contracts, futures contracts, equity or equity index swaps or options, bond or bond price or bond index swaps or options or forward bond or forward bond price or forward bond index transactions, interest rate options, forward foreign exchange transactions, cap transactions, floor transactions, collar transactions, currency swap transactions, cross-currency rate swap transactions, currency options, spot contracts, repurchase agreements, reverse repurchase agreements, sell buy backs and buy sell back agreements, and securities lending and borrowing agreements or any other similar transactions or any combination of any of the foregoing (including any options to enter into any of the foregoing), whether or not any such transaction is governed by or subject to any master agreement, and (b) any and all transactions of any kind, and the related confirmations, which are subject to the terms and conditions of, or governed by, any form of master agreement published by the International Swaps and Derivatives Association, Inc., any International Foreign Exchange Master Agreement, or any other master agreement or related schedules, including any such obligations or liabilities arising therefrom.

     “ Swap Termination Value ”: in respect of any one or more Swap Contracts, after taking into account the effect of any legally enforceable netting agreement relating to such Swap Contracts, (a) for any date on or after the date such Swap Contracts have been closed out and termination value(s) determined in accordance therewith, such termination value(s), and (b) for any date prior to the date referenced in clause (a), the amount(s) determined as the mark-to-market value(s) for such Swap Contracts, as determined based upon one or more mid-market or other readily available quotations provided by any recognized dealer in such Swap Contracts (which may include a Lender or any Affiliate of a Lender).

     “ Threshold Amount ”: $150,000,000.

     “ Total Assets ”: at any time with respect to any Person, the total assets appearing on the most recently prepared consolidated balance sheet of such Person as of the end of the most recent fiscal quarter of such Person for which such balance sheet is available, prepared in accordance with GAAP.

     “ Total Consolidated Assets ”: at any time, the total assets appearing on the most recently prepared consolidated balance sheet of FNIS and its Consolidated Subsidiaries as of the end of the most recent fiscal quarter of FNIS and its Consolidated Subsidiaries for which such balance sheet is available, prepared in accordance with GAAP.

     “ Total Indebtedness ”: without duplication, (a) the aggregate Outstanding Amount of all Loans and all “Loans” (as defined in the FNIS Credit Agreement), the aggregate undrawn amount of all outstanding trade “Letters of Credit” and all “Unreimbursed Amounts” (each, as defined in the FNIS Credit Agreement) and (b) all other Indebtedness of the Consolidated Companies of the type referred to in clauses (a), (b) (but solely in respect of letters of credit and bankers’ acceptances, and solely to the extent drawn and not yet reimbursed), (d), (e), (f) and (h) of the definition thereof and all Guarantees of FNIS and its Subsidiaries in respect of such Indebtedness of any other Person, in each case other than Specified Non-Recourse Indebtedness.

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

     “ Vault Cash Operations ”: the vault cash or other arrangements pursuant to which various financial institutions fund the cash requirements of automated teller machines and cash access facilities operated by the Consolidated Companies at customer locations.

     “ Weighted Average Life to Maturity ”: when applied to any Indebtedness at any date, the number of years obtained by dividing: (a) the sum of the products obtained by multiplying (i) the amount of each then remaining installment, sinking fund, serial maturity or other required payments of principal, including payment at final maturity, in respect thereof, by (ii) the number of years (calculated to the nearest one-twelfth) that will elapse between such date and the making of such payment; by (b) the then outstanding principal amount of such Indebtedness.

     (b) Section 1.1 of the Credit Agreement is hereby amended by deleting in their entirety the following defined terms: “Acquired EBITDA”, “Acquired Entity or Business”, “Additional Lender”, “Adjustment Date”, “Applicable Amount”, “Applicable Pricing Grid”, “Capital Lease Obligations”, “Consolidated Leverage Ratio”, “Consolidated Total Net Debt, “Existing Term Loans”, “Guarantee Obligation”, “Incremental Extensions of Credit”, “Incremental Facility Amendment”, “Incremental Facility Closing Date”, “Incremental Margin”, “Material Subsidiary”, “Not Otherwise Applied”, “Permitted Disposition”, “Permitted Refinancing Indebtedness”, “Reference Date”, “Refinance”, “Sold Entity or Business”, “Subordinated Indebtedness”, “Subsidiary Redesignation”, “Total Tangible Assets” and “Wholly Owned Subsidiary Guarantor”.

     (c) The definitions of the following terms set forth in Section 1.1 of the Credit Agreement are hereby amended to read in full as follows:

     “ ABR ”: for any day, a rate per annum (rounded upwards, if necessary, to the next 1/16 of 1%) equal to the greater of (a) the Prime Rate in effect on such day, (b) the Federal Funds Effective Rate in effect on such day plus 1/2 of 1% and (c) the Eurodollar Rate 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%. Any change in the ABR due to a change in the Prime Rate or the Federal Funds Effective Rate shall be effective as of the opening of business on the effective day of such change in the Prime Rate or the Federal Funds Effective Rate, respectively.

     “ Affiliate ”: with respect to any Person, another Person that directly, or indirectly through one or more intermediaries, Controls or is Controlled by or is under common Control with the Person specified.

“ Control ” means the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of a Person, whether through the ability to exercise voting power, by contract or otherwise. “ Controlling ” and “ Controlled ” have meanings correlative thereto.

     “ Applicable Margin ”: for each Type of Loans, the rate per annum set forth under the relevant column heading below:

     “ Asset Sale ”: any Disposition of property or series of related Dispositions of property (excluding any such Disposition permitted by Section 7.5 (other than clause (f) thereof)) that yields gross proceeds to any Group Member (valued at the principal amount thereof in the case of non-cash proceeds consisting of notes or other debt securities and valued at fair market value in the case of other non-cash proceeds in each case determined as of the date of payment of such gross proceeds to such Group Member).

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

     “ Cash Equivalents ” : any of the following types of Investments, to the extent owned by FNIS or any of its Restricted Subsidiaries:

     (a) operating deposit accounts maintained by the Restricted Companies;

     (b) securities issued or unconditionally guaranteed by the United States government or any agency or instrumentality thereof having maturities of not more than 12 months from the date of acquisition thereof or other durations approved by the Administrative Agent;

     (c) securities issued by any state of the United States or any political subdivision of any such state or any public

instrumentality thereof having maturities of not more than 12 months from the date of acquisition thereof or other durations approved by the Administrative Agent and, at the time of acquisition, having a rating of at least “A-2” or “P-2” (or long-term ratings of at least “A3” or “A-”) from either S&P or Moody’s, or, with respect to municipal bonds, a rating of at least MIG 2 or VMIG 2 from Moody’s (or the equivalent thereof);

     (d) commercial paper issued by any Lender that is a commercial bank or any bank holding company owning any Lender;

     (e) commercial paper maturing not more than 12 months after the date of creation thereof or other durations approved by the Administrative Agent and, at the time of acquisition, having a rating of at least A-1 or P-1 from either S&P or Moody’s and commercial paper maturing not more than 90 days after the creation thereof and, at the time of acquisition, having a rating of at least A-2 or P-2 from either S&P or Moody’s;

     (f) domestic and eurodollar certificates of deposit or bankers’ acceptances maturing no more than one year after the date of acquisition thereof or other durations approved by the Administrative Agent which are either issued by any Lender or any other banks having combined capital and surplus of not less than $100,000,000 (or in the case of foreign banks, the dollar equivalent thereof) or are insured by the Federal Deposit Insurance Corporation for the full amount thereof;

     (g) repurchase agreements with a term of not more than 30 days for, and secured by, underlying securities of the type without regard to maturity described in clauses (b), (c) and (f) above entered into with any bank meeting the qualifications specified in clause (f) above or securities dealers of recognized national standing;

     (h) shares of investment companies that are registered under the Investment Company Act of 1940 and invest solely in one or more of the types with regard to maturity of securities described in clauses (b) through (g) above;

     (i) asset-backed securities and corporate securities that are eligible for inclusion in money market funds;

     (j) fixed maturity securities which are rated BBB- and above by S&P or Baa3 and above by Moody’s; provided that the aggregate amount of Investments by any Person in fixed maturity securities which are rated BBB+, BBB or BBB- by S&P or Baa1, Baa2 or Baa3 by Moody’s shall not exceed 10% of the aggregate amount of Investments in fixed maturity securities by such Person; and

     (k) solely with respect to any Foreign Subsidiary, non-Dollar denominated certificates of deposit of, bankers acceptances of, or time deposits with, any commercial bank which is organized and existing under the laws of the country in which such Foreign Subsidiary maintains its chief executive office and principal place of business provided such country is a member of the Organization for Economic Cooperation and Development, and whose short-term commercial paper rating from S&P is at least “A-1” or the equivalent thereof or from Moody’s is at least “P-1” or the equivalent thereof (any such bank being an “Approved Foreign Bank”) and maturing within 12 months of the date of acquisition or other durations approved by the Administrative Agent and (ii) (A) equivalents of demand deposit accounts which are maintained with an Approved Foreign Bank or (B) other temporary investments (with maturities less than 12 months or other durations approved by the Administrative Agent) of a non-speculative nature which are made with preservation of principal as the primary objective and in each case in accordance with normal investment practices for cash management of such Foreign Subsidiaries.

     “ Commitment Fee Rate ”: 0.50%.

     “ Consolidated Current Assets ”: at any date, all amounts (other than cash and Cash Equivalents) that would, in conformity with GAAP, be set forth opposite the caption “total current assets” (or any like caption) on a consolidated balance sheet of FNIS and its Subsidiaries at such date.

     “ Consolidated Current Liabilities ”: at any date, all amounts that would, in conformity with GAAP, be set forth opposite the caption “total current liabilities” (or any like caption) on a consolidated balance sheet of FNIS and its Subsidiaries at such date, but excluding (a) the current portion of any Funded Debt of FNIS and its Restricted Subsidiaries and (b) without duplication of clause (a) above, all Indebtedness consisting of Revolving Loans, Swingline Loans, “Revolving Credit Loans” or “Swing Line Loans” (each term in this definition with quotation marks around it,

as defined in the FNIS Credit Agreement) to the extent otherwise included therein.

     “ Consolidated EBITDA ”: as of any date for the applicable period ending on such date with respect to any Person and its Subsidiaries on a consolidated basis, the sum of (a) Consolidated Net Income, plus (b) an amount which, in the determination of Consolidated Net Income for such period, has been deducted for, without duplication,

     (i) total interest expense,

     (ii) income, franchise and similar taxes,

     (iii) depreciation and amortization expense (including amortization of intangibles, goodwill and organization costs),

     (iv) letter of credit fees,

     (v) non-cash expenses resulting from any employee benefit or management compensation plan or the grant of stock and stock options to employees of FNIS or any of its Subsidiaries pursuant to a written plan or agreement or the treatment of such options under variable plan accounting,

     (vi) all extraordinary charges,

     (vii) non-cash amortization (or write offs) of financing costs (including debt discount, debt issuance costs and commissions and other fees associated with Indebtedness, including the Loans) of such Person and its Subsidiaries,

     (viii) cash expenses incurred in connection with the FNIS Merger or, to the extent permitted hereunder, any Investment permitted under Section 7.2 (including any Permitted Acquisition), Equity Issuance or Debt Issuance (in each case, whether or not consummated),

     (ix) any losses realized upon the Disposition of property or assets outside of the ordinary course of business,

     (x) to the extent actually reimbursed, expenses incurred to the extent covered by indemnification provisions in any agreement in connection with a Permitted Acquisition,

     (xi) to the extent covered by insurance, expenses with respect to liability or casualty events or business interruption,

     (xii) [intentionally omitted],

     (xiii) any non-cash purchase accounting adjustment and any non-cash write-up, write-down or write-off with respect to re-valuing assets and liabilities in connection with the FNIS Merger or any Investment permitted under Section 7.2 (including any Permitted Acquisition),

     (xiv) non-cash losses from Joint Ventures and non-cash minority interest reductions,

     (xv) fees and expenses in connection with exchanges or refinancings permitted by Section 7.11,

     (xvi) (A) non-cash, non-recurring charges with respect to employee severance, (B) other non-cash, non-recurring charges so long as such charges described in this clause (B) do not result in a cash charge in a future period (except as permitted under clause (xvi)(C)) and (C) non-recurring charges other than those referred to in clauses (A) and (B) so long as such charges described in this clause (C) do not exceed $30,000,000 during any fiscal year, and

     (xvii) other expenses and charges of such Person and its Subsidiaries reducing Consolidated Net Income which do not represent a cash item in such period or any future period; minus

     (c) an amount which, in the determination of Consolidated Net Income, has been included for

     (i) (A) non-cash gains (other than with respect to cash actually received) and (B) all extraordinary gains, and

     (ii) any gains realized upon the Disposition of property outside of the ordinary course of business, plus/minus

     (d) unrealized losses/gains in respect of Swap Contracts,

all as determined in accordance with GAAP.

     “ Consolidated Net Income ”: as of any date for the applicable period ending on such date with respect to any Person and its Subsidiaries on a consolidated basis, net income (excluding, without duplication, (i)

extraordinary items and (ii) any amounts attributable to Investments in any Joint Venture to the extent that (A) such amounts were not earned by such Joint Venture during the applicable period, (B) there exists any legal or contractual encumbrance or restriction on the ability of such Joint Venture to pay dividends or make any other distributions in cash on the Equity Interests of such Joint Venture held by such Person and its Subsidiaries, but only to the extent so encumbered or restricted or (C) such Person does not have the right to receive or the ability to cause to be distributed its pro rata share of all earnings of such Joint Venture) as determined in accordance with GAAP; provided that Consolidated Net Income for any such period shall not include (w) the cumulative effect of a change in accounting principles during such period, (x) any net after-tax income or loss (less all fees and expenses or charges relating thereto) attributable to the early extinguishment of indebtedness, (y) any non-cash charges resulting from mark-to-market accounting relating to Equity Interests and (z) any non-cash impairment charges resulting from the application of Statement of Financial Accounting Standards No. 142 — Goodwill and Other Intangibles and No. 144 — Accounting for the Impairment or Disposal of Long-Lived Assets and the amortization of intangibles including arising pursuant to Statement of Financial Accounting Standards No. 141 — Business Combinations.

     “ Continuing Directors ”: the directors of FNIS on the Amendment No. 1 Effective Date, and each other director, if, in each case, such other directors’ nomination for election to the board of directors of FNIS is recommended by a majority of the then Continuing Directors.

     “ Disposition ” or “ Dispose ”: the sale, transfer, license, lease or other disposition of any property by any Person (including any sale and leaseback transaction and any sale of Equity Interests, but excluding any issuance by such Person of its own Equity Interests), including any sale, assignment, transfer or other disposal, with or without recourse, of any notes or accounts receivable or any rights and claims associated therewith.

     “ Excess Cash Flow ”: for any fiscal year, the excess, if any, of (a) the sum, without duplication, of (i) Consolidated Net Income of FNIS for such fiscal year, (ii) the amount of all non-cash charges (including depreciation and amortization) deducted in arriving at such Consolidated Net Income, (iii) decreases in Consolidated Working Capital of FNIS for such fiscal year, (iv) the aggregate net amount of non-cash loss on the Disposition of property by FNIS and its Restricted Subsidiaries during such fiscal year (other than sales of inventory in the ordinary course of business), to the extent deducted in arriving at such Consolidated Net Income and (v) the amount of any Capital Expenditures or Permitted

Acquisitions referred to below in clause (b)(iv) not made in the 180-day period referred to below in clause (b)(iv) over (b) the sum, without duplication, of (i) the amount of all non-cash credits included in arriving at such Consolidated Net Income, (ii) the aggregate amount actually paid by FNIS and its Restricted Subsidiaries in cash during such fiscal year on account of Capital Expenditures (excluding the principal amount of Indebtedness incurred in connection with such expenditures and any such expenditures financed with the proceeds of any Reinvestment Deferred Amount), (iii) the aggregate consideration actually paid by FNIS and its Restricted Subsidiaries in cash during such fiscal year in respect of Permitted Acquisitions permitted under Section 7.2 to the extent such Permitted Acquisition is not financed, or intended to be financed, using the proceeds of the incurrence of long-term Indebtedness, (iv) Capital Expenditures and Permitted Acquisitions that FNIS or any Restricted Subsidiary shall, during such fiscal year, become obligated to make (in each case, pursuant to a binding agreement with a Person not an Affiliate of FNIS), but that are not made during such Period, provided that the Borrower or FNIS shall deliver a certificate to the Administrative Agent in connection with the delivery of the Compliance Certificate for the last fiscal quarter of such fiscal year, signed by the chief financial officer or treasurer of the Borrower or FNIS and certifying that such Capital Expenditures or Permitted Acquisition are reasonably expected to be completed in the first 180 days of the following fiscal year, (v) the aggregate amount of all prepayments of Revolving Loans, Swingline Loans, “Revolving Credit Loans” and “Swing Line Loans” during such fiscal year to the extent accompanying permanent optional reductions of the Revolving Commitments or the “Revolving Credit Commitments” (each term in this definition with quotation marks around it, as defined in the FNIS Credit Agreement) and all optional prepayments of the Term Loans, Incremental Term Loans and FNIS Term Loans during such fiscal year, (vi) the aggregate amount of all regularly scheduled principal payments of Funded Debt (including the Term Loans and the FNIS Term Loans) of FNIS and its Restricted Subsidiaries made during such fiscal year (other than in respect of any revolving credit facility to the extent there is not an equivalent permanent reduction in commitments thereunder), (vii) increases in Consolidated Working Capital of FNIS for such fiscal year, and (viii) the aggregate net amount of non-cash gain on the Disposition of property by FNIS and its Restricted Subsidiaries during such fiscal year (other than sales of inventory in the ordinary course of business), to the extent included in arriving at such Consolidated Net Income.

     “ Excluded Foreign Subsidiary : any Foreign Subsidiary of Holdings in respect of which either (a) the pledge of all of the Capital

Stock of such Subsidiary as Collateral or (b) the guaranteeing by such Subsidiary of the Obligations or pledging of the assets of such Foreign Subsidiary to secure the Obligations, would, in the good faith judgment of the Borrower, result in adverse tax consequences to the Borrower.

     “ Foreign Subsidiary ”: any direct or indirect Subsidiary of FNIS which is not a Domestic Subsidiary.

     “ Funded Debt ”: as to any Person, all Indebtedness of such Person that matures more than one year from the date of its creation or matures within one year from such date but is renewable or extendible, at the option of such Person, to a date more than one year from such date or arises under a revolving credit or similar agreement that obligates the lender or lenders to extend credit during a period of more than one year from such date, including all current maturities and current sinking fund payments in respect of such Indebtedness whether or not required to be paid within one year from the date of its creation and, in the case of the FNIS and the Borrower, Indebtedness in respect of the FNIS Term Loans and the Loans, respectively.

     “ GAAP ”: generally accepted accounting principles in the United States set forth in the opinions and pronouncements of the Accounting Principles Board and the American Institute of Certified Public Accountants and statements and pronouncements of the Financial Accounting Standards Board or such other principles as may be approved by a significant segment of the accounting profession in the United States, that are applicable to the circumstances as of the date of determination, consistently applied.

     “ Guarantors ”: the collective reference to Holdings, each Subsidiary Guarantor and each FNIS Loan Party.

     “ Holdings ”: (a) prior to the effectiveness of the FNIS Merger, Metavante Technologies, Inc. and (b) from and after the effectiveness of the FNIS Merger, FNIS Merger Sub.

     “ Immaterial Subsidiaries ”: as of any date of determination, those Restricted Subsidiaries that, individually or collectively, for the four fiscal quarter period ended most recently prior to such date of determination did not generate more than 10% of the Consolidated EBITDA of the Restricted Companies. Neither the Borrower nor Holdings shall be deemed to be an Immaterial Subsidiary.

     “ Indebtedness ”: as to any Person at a particular time, without duplication, all of the following, whether or not included as indebtedness or liabilities in accordance with GAAP:

     (a) all obligations of such Person for borrowed money and all obligations of such Person evidenced by bonds, debentures, notes, loan agreements or other similar instruments or agreements;

     (b) the maximum available amount of all letters of credit (including standby and commercial), bankers’ acceptances, bank guaranties, surety bonds, performance bonds and similar instruments issued or created by or for the account of such Person;

     (c) net obligations of such Person under Swap Contracts (with the amount of such net obligations being deemed to be the aggregate Swap Termination Value thereof as of such date);

     (d) all obligations of such Person to pay the deferred purchase price of property or services (other than (i) trade accounts payable in the ordinary course of business, (ii) any earn-out obligation until such obligation appears in the liabilities section of the balance sheet of such Person, and (iii) any earn-out obligation that appears in the liabilities section of the balance sheet of such Person, to the extent (A) such Person is indemnified for the payment thereof by a solvent Person reasonably acceptable to the Administrative Agent or (B) amounts to be applied to the payment therefore are in escrow);

     (e) indebtedness (excluding prepaid interest thereon) secured by a Lien on property owned or being purchased by such Person (including indebtedness arising under conditional sales or other title retention agreements and mortgage, industrial revenue bond, industrial development bond and similar financings), whether or not such indebtedness shall have been assumed by such Person or is limited in recourse;

     (f) all Attributable Indebtedness;

     (g) all obligations of such Person in respect of Disqualified Equity Interests;

     (h) indebtedness or similar financing obligations of such Person under any Securitization Financing; and

     (i) all Guarantees of such Person in respect of any of the foregoing paragraphs.

     For all purposes hereof, the Indebtedness of any Person shall include the Indebtedness of any partnership or joint venture (other than a joint venture that is itself a corporation or limited liability company) in which such Person is a general partner or a joint venturer, unless such Indebtedness is non-recourse to such Person. The amount of Indebtedness of any Person for purposes of clause (e) above shall be deemed to be equal to the lesser of (x) the aggregate unpaid amount of such Indebtedness and (y) the fair market value of the property encumbered thereby as determined by such Person in good faith.

     “ Investment ”: as to any Person, any direct or indirect acquisition or investment by such Person, whether by means of (a) the purchase or other acquisition of Equity Interests or debt or other securities of another Person, (b) a loan, advance or capital contribution to, Guarantee or assumption of debt of, or purchase or other acquisition of any other debt or equity participation or interest in, another Person, including any partnership or joint venture interest in such other Person and any arrangement pursuant to which the investor incurs debt of the type referred to in clause (h) of the definition of “Indebtedness” set forth in this Section 1.1 in respect of such Person or (c) the purchase or other acquisition (in one transaction or a series of transactions) of all or substantially all of the property and assets or business of another Person or assets constituting a business unit, line of business or division of such Person. For all purposes of this Agreement, the amount of any Investment shall be the amount actually invested, without adjustment for subsequent increases or decreases in the value of such Investment.

     “ Joint Venture ”: (a) any Person which would constitute an “equity method investee” of FNIS or any of its Subsidiaries, (b) any other Person designated by FNIS in writing to the Administrative Agent (which designation shall be irrevocable) as a “Joint Venture” for purposes of this Agreement and at least 50% but less than 100% of whose Equity Interests are directly owned by FNIS or any of its Subsidiaries, and (c) any Person in whom FNIS or any of its Subsidiaries beneficially owns any Equity Interest that is not a Subsidiary.

     “ L/C Commitment ”: $0.

     “ Lien ”: any mortgage, pledge, hypothecation, assignment for security, deposit arrangement for security, encumbrance, lien (statutory or other), charge, or preference, priority or other security interest or

preferential arrangement of any kind or nature whatsoever (including any conditional sale or other title retention agreement, any easement, right of way or other encumbrance on title to real property, and any Capitalized Lease having substantially the same economic effect as any of the foregoing but excluding operating leases).

     “ Loan Documents : this Agreement, the Security Documents, the Notes, the Borrower Supplemental Agreement, the FNIS Loan Party Guaranty and any amendment, waiver, supplement or other modification to any of the foregoing.

     “ Loan Parties ”: the collective reference to each Group Member that is a party to a Loan Document and each FNIS Loan Party.

     “ Material Adverse Effect ”: (a) a material adverse effect on the business, assets, liabilities, results of operations, or financial position of FNIS and its Subsidiaries, taken as a whole, (b) a material and adverse effect on the ability of any Loan Party to perform its obligations under the Loan Documents or (c) a material and adverse effect on the rights and remedies of the Lenders under the Loan Documents.

     “ Multiemployer Plan ”: any employee benefit plan of the type described in Section 4001(a)(3) of ERISA, to which FNIS or any ERISA Affiliate makes or is obligated to make contributions, or during the preceding five plan years, has made or been obligated to make contributions.

     “ Net Cash Proceeds ”:

     (a) with respect to the Disposition of any asset by any Restricted Company or any Casualty Event, the excess, if any, of (i) the sum of cash and Cash Equivalents received in connection with such Disposition or Casualty Event (including any cash or Cash Equivalents received by way of deferred payment pursuant to, or by monetization of, a note receivable or otherwise, but only as and when so received and, with respect to any Casualty Event, any insurance proceeds or condemnation awards in respect of such Casualty Event actually received by or paid to or for the account of such Restricted Company) over (ii) the sum of (A) the principal amount of any Indebtedness that is secured by the asset subject to such Disposition or Casualty Event and that is repaid in connection with such Disposition or Casualty Event (other than Indebtedness under the Loan Documents), (B) the out-of-pocket expenses (including attorneys’ fees, investment banking fees, survey costs, title insurance premiums, and related search and recording charges, transfer taxes, deed or mortgage

recording taxes, other customary expenses and brokerage, consultant and other customary fees) actually incurred by such Restricted Company in connection with such Disposition or Casualty Event, (C) taxes paid or reasonably estimated to be payable by such Restricted Company or any of the direct or indirect members thereof and attributable to such Disposition (including, in respect of any proceeds received in connection with a Disposition or Casualty Event of any asset of any Foreign Subsidiary, deductions in respect of withholding taxes that are or would be payable in cash if such funds were repatriated to the United States), and (D) any reserve for adjustment in respect of (1) the sale price of such asset or assets established in accordance with GAAP and (2) any liabilities associated with such asset or assets and retained by such Restricted Company after such sale or other disposition thereof, including pension and other post-employment benefit liabilities and liabilities related to environmental matters or against any indemnification obligations associated with such transaction and it being understood that “Net Cash Proceeds” shall include any cash or Cash Equivalents (I) received upon the Disposition of any non-cash consideration received by such Restricted Company in any such Disposition and (II) upon the reversal (without the satisfaction of any applicable liabilities in cash in a corresponding amount) of any reserve described in clause (D) of the preceding sentence or, if such liabilities have not been satisfied in cash and such reserve not reversed within 365 days after such Disposition or Casualty Event, the amount of such reserve; provided that (x) no proceeds realized in a single transaction or series of related transactions shall constitute Net Cash Proceeds unless such proceeds shall exceed $5,000,000 and (y) no proceeds shall constitute Net Cash Proceeds under this clause (a) in any fiscal year until the aggregate amount of all such proceeds in such fiscal year shall exceed $25,000,000 (and thereafter only proceeds in excess of such amount shall constitute Net Cash Proceeds under this clause (a)); and

     (b) with respect to the incurrence or issuance of any Indebtedness by any Restricted Company, the excess, if any, of (i) the sum of the cash received in connection with such sale over (ii) the investment banking fees, underwriting discounts, commissions, costs and other out-of-pocket expenses and other customary expenses, incurred by such Restricted Company (or, in the case of taxes, any member thereof) in connection with such incurrence or issuance and, in the case of Indebtedness of any Foreign Subsidiary, deductions in respect of withholding taxes that are or would otherwise be payable in cash if such funds were repatriated to the United States.

     “ Plan ”: any “employee pension benefit plan” (as such term is defined in Section 3(2) of ERISA) maintained or sponsored by FNIS or,

with respect to any such plan that is subject to Section 412 of the Code or Title IV of ERISA, any ERISA Affiliate.

     “ Reinvestment Deferred Amount ”: with respect to any Reinvestment Event, the aggregate Net Cash Proceeds received by any Group Member in connection therewith that are not applied to prepay loans pursuant to 2.06(b) of the FNIS Credit Agreement or to prepay the Term Loans or reduce the Revolving Commitments pursuant to Section 2.11(b) as a result of the delivery of a Reinvestment Notice.

     “ Reinvestment Event ”: any Asset Sale or Recovery Event in respect of which the Borrower has delivered a Reinvestment Notice.

     “ Reinvestment Notice ”: a written notice executed by a Responsible Officer of the Borrower or FNIS stating that no Event of Default has occurred and is continuing and that the Borrower (directly or indirectly through a Subsidiary) intends and expects to use all or a specified portion of the Net Cash Proceeds of an Asset Sale or Recovery Event to acquire or repair assets useful in its business.

     “ Reportable Event ”: any of the events set forth in Section 4043(c) of ERISA, other than events for which the 30-day notice period has been waived.

     “ Responsible Officer ”: with respect to any Loan Party, the chief executive officer, president, any vice president, chief financial officer, treasurer or assistant treasurer or other similar officer of such Loan Party (or any other person duly authorized by a Loan Party to act with respect to the Loan Documents on behalf of such Loan Party) and, as to any document delivered on the Amendment No. 1 Effective Date, secretary or assistant secretary. Any document delivered hereunder that is signed by a Responsible Officer of a Loan Party shall be conclusively presumed to have been authorized by all necessary corporate, partnership and/or other action on the part of such Loan Party and such Responsible Officer shall be conclusively presumed to have acted on behalf of such Loan Party.

     “ Restricted Payment ”: any dividend or other distribution (whether in cash, securities or other property) with respect to any Equity Interest of any Restricted Company, or any payment (whether in cash, securities or other property), including any sinking fund or similar deposit, on account of the purchase, redemption, retirement, defeasance, acquisition, cancellation or termination of any such Equity Interest, or on account of any return of capital to FNIS’s stockholders, partners or members (or the equivalent Persons thereof).

     “ Subsidiary ”: as to any Person, a corporation, partnership, joint venture, limited liability company or other business entity of which a majority of the shares of securities or other interests having ordinary voting power for the election of directors or other governing body (other than securities or interests having such power only by reason of the happening of a contingency) are at the time beneficially owned, or the management of which is otherwise controlled, directly, or indirectly through one or more intermediaries, or both, by such Person. Unless otherwise specified, all references herein to a “Subsidiary” or to “Subsidiaries” shall refer to a Subsidiary or Subsidiaries of FNIS.

     “ Subsidiary Guarantor ”: each Restricted Subsidiary of Holdings other than (i) the Borrower, (ii) any Excluded Foreign Subsidiary or a Domestic Subsidiary of such Excluded Foreign Subsidiary and (iii) Monitise Americas, LLC, a limited liability company formed in the state of Delaware.

     “ Swingline Commitment ”: $0.

     “ Unrestricted Subsidiary ”: (a) each Subsidiary of FNIS listed on Schedule 1.1C and (b) any Subsidiary of FNIS designated by the board of directors of FNIS as an Unrestricted Subsidiary pursuant to Section 6.13 subsequent to the Amendment No. 1 Effective Date (and continuing until such time that such designation may be thereafter revoked by FNIS).

     (d) Section 1.2(b) of the Credit Agreement is hereby amended by deleting clause (i) therefrom and renumbering the following clauses appropriately.

     (e) Section 1.2 of the Credit Agreement is hereby amended by adding the following new Sections 1.2(e), (f), (g), (h) and (i) at the end thereof:

     (e) All accounting terms not specifically or completely defined herein shall be construed in conformity with, and all financial data (including financial ratios and other financial calculations pursuant to Section 7.10) required to be submitted pursuant to this Agreement shall be prepared in conformity with, GAAP, as in effect from time to time, applied on a basis consistent (except for changes concurred in by FNIS’s independent public accountants) with the most recent audited consolidated financial statements of FNIS and its Subsidiaries delivered to the Lenders pursuant to Section 6.1 or, prior to such delivery, the historical financial statements for the fiscal year ended December 31, 2008.

     (f) If at any time any change in GAAP would affect the computation of any financial ratio set forth in any Loan Document, and either FNIS or the Borrower or the Required Lenders shall so request, the

Administrative Agent and the Borrower (with the required approval of FNIS) shall negotiate in good faith to amend such ratio to preserve the original intent thereof in light of such change in GAAP (subject to the approval of the Required Lenders); provided that, until so amended, (i) such ratio shall continue to be computed in accordance with GAAP prior to such change therein and (ii) the Borrower or FNIS shall provide to the Administrative Agent and the Lenders a written reconciliation in form reasonably satisfactory to the Administrative Agent, between calculations of such ratio made before and after giving effect to such change in GAAP.

     (g) Notwithstanding anything to the contrary contained herein, financial ratios and other financial calculations pursuant to this Agreement shall, following any Specified Transaction, be calculated on a Pro Forma Basis until the completion of four full fiscal quarters following such Specified Transaction.

     (h) Any financial ratios required to be maintained by the Consolidated Companies pursuant to this Agreement (or required to be satisfied in order for a specific action to be permitted under this Agreement) shall be calculated by dividing the appropriate component by the other component, carrying the result to one place more than the number of places by which such ratio is expressed herein and rounding the result up or down to the nearest number (with a rounding-up if there is no nearest number).

     (i) Unless otherwise specified, all references herein to times of day shall be references to Eastern time (daylight or standard, as applicable). When the payment of any obligation or the performance of any covenant, duty or obligation is stated to be due or performance required on a day which is not a Business Day, the date of such payment or performance shall extend to the immediately succeeding Business Day and such extension of time shall be reflected in computing interest or fees, as the case may be; provided that, with respect to any payment of interest on or principal of Eurodollar Loans, if such extension would cause any such payment to be made in the next succeeding calendar month, such payment shall be made on the immediately preceding Business Day.

      Section 6 . Amendments to Schedules and Exhibits.

     (a)  Deletion of Certain Schedules . Schedule 4.15 (Subsidiaries), Schedule 7.2(c) (Existing Indebtedness), Schedule 7.3(c) (Existing Liens) and Schedule 7.8(e) (Existing Investments) are hereby deleted from the Credit Agreement.

     (b)  Addition of Certain Schedules. The following new Schedules are hereby added to the Credit Agreement, each to read in its entirety as set forth in the corresponding Schedule to the Borrower Supplemental Agreement: Schedule 1.1(C) (Unrestricted Subsidiaries); Schedule 4.15 (Subsidiaries); Schedule 7.1 (Existing Liens); Schedule 7.2 (Existing Investments); Schedule 7.3 (Existing Indebtedness); Schedule 7.8 (Existing Affiliate Transactions); and Schedule 7.9 (Existing Burdensome Agreements).

     (c)  Deletion of Exhibit. Exhibit B (Compliance Certificate) is hereby deleted from the Credit Agreement.

     (d)  Addition of Certain Exhibits. The following new Exhibits are hereby added to the Credit Agreement, each in the form attached hereto: Exhibit B (Compliance Certificate); Exhibit I (FNIS Loan Party Guaranty); Exhibit J (Subordination Terms); and Exhibit K (Borrower Supplemental Agreement).

     Section 7. Amendments to Terms of Commitments.

     (a)  Terming Out of the Revolving Loans. Section 2.4 of the Credit Agreement is hereby amended by adding the following sentence at the end thereof:

     “Any amount repaid or prepaid on the Revolving Loans on and after the Amendment No. 1 Effective Date may not be reborrowed.”

     (b)  Mandatory Prepayments . Section 2.11 of the Credit Agreement is hereby amended by:

     (i) changing the reference therein to “Section 7.2” to read instead “Section 7.3”,

     (ii) adding the words “Subject to Section 2.11(e),” at the beginning of sub-sections (a), (b) and (c) of Section 2.11,

     (iii) renaming sub-section (e) of Section 2.11 as sub-section “(f)”, and

     (iv) adding the following new sub-section (e):

     “(e) Notwithstanding anything to the contrary in this Section 2.11, no prepayments of Term Loans shall be required pursuant to Section 2.11(a), (b) or (c) so long as any term loans are outstanding under the FNIS Credit Agreement (or any Permitted Refinancing thereof); provided that, if at the time all term loans outstanding

under the FNIS Credit Agreement (or any Permitted Refinancing thereof) are paid in full, (1) the Borrower is obligated to prepay the Term Loans pursuant to Section 2.11(b) or (c) (to the extent that the term loans outstanding under the FNIS Credit Agreement (or any Permitted Refinancing thereof) were not prepaid as a result of the events contemplated by such Section) and (2) the event triggering such prepayment obligation occurred at a time when term loans were outstanding under the FNIS Credit Agreement (or any Permitted Refinancing thereof), the Borrower shall have thirty (30) days following the date on which all such term loans are paid in full to prepay the Term Loans in accordance with this Section 2.11.”

     (c)  Incremental Extension of Credit. Section 2.23 of the Credit Agreement is hereby deleted in its entirety.

     Section 8. Amendments to Affirmative Covenants. Section 6 of the Credit Agreement is hereby amended in its entirety as set forth on Annex A attached hereto.

     Section 9. Amendments to Negative Covenants. Section 7 of the Credit Agreement is hereby amended in its entirety as set forth on Annex B attached hereto.

     Section 10. Amendments to Events of Default . (a) Paragraphs (a) through (l) of Section 8 of the Credit Agreement are hereby amended in their entirety as set forth on Annex C attached hereto.

     (b) Section 8 of the Credit Agreement is hereby further amended by (i) deleting the phrase “clause (i) or (ii) of” immediately following the phrase “an Event of Default specified in” from the penultimate paragraph thereof and (ii) deleting the last full paragraph thereof in its entirety.

     Section 11. Amendments to Section 10 (Miscellaneous). (a) Section 10.1 of the Credit Agreement is hereby amended to change each reference therein to “Section 7.1” to read instead “Section 7.10”.

     (b) Section 10.2 of the Credit Agreement is hereby amended to add to the notice address for each of Holdings and the Borrower a required copy addressed as follows:

Fidelity National Information Services, Inc.
601 Riverside Avenue
Jacksonville, FL 32204

Attention: Ronald D. Cook, General Counsel
Telecopy: (904) 357-1005
Telephone: (904) 854-3453

     Section 12. Amendments to the Guarantee and Collateral Agreement .

     (a) The definition of “Guarantors” contained in Section 1.1(b) of the Guaranty and Collateral Agreement shall be amended to read in full as follows:

     “ Guarantors ”: the collective reference to (a) each Grantor other than the Borrower and (b) each FNIS Loan Party.”

     (b) Section 2.2 of the Guarantee and Collateral Agreement shall be amended to read in full as follows:

     “2.2 Right of Contribution . Each Subsidiary Guarantor hereby agrees that to the extent that a Guarantor shall have paid more than its proportionate share of any payment made hereunder or under the FNIS Loan Party Guaranty, such Guarantor shall be entitled to seek and receive contribution from and against any other Guarantor hereunder or thereunder which has not paid its proportionate share of such payment. Each Guarantor’s right of contribution shall be subject to the terms and conditions of Section 2.3 hereof and Section 4 of the FNIS Loan Party Guaranty. The provisions of this Section 2.2 shall in no respect limit the obligations and liabilities of any Subsidiary Guarantor to the Administrative Agent and the Lenders, and each Subsidiary Guarantor shall remain liable to the Administrative Agent and the Lenders for the full amount guaranteed by such Subsidiary Guarantor hereunder.”

     (c) Section 2.3 of the Guarantee and Collateral Agreement shall be amended to read in full as follows:

          “2.3 No Subrogation . Notwithstanding any payment made by any Guarantor hereunder or under the FNIS Loan Party Guaranty or any set-off or application of funds of any Guarantor by the Administrative Agent or any Lender, no Guarantor shall be entitled to be subrogated to any of the rights of the Administrative Agent or any Lender against the Borrower or any other Guarantor or any collateral security or guarantee or right of offset held by the Administrative Agent or any Lender for the payment of the Borrower Obligations, nor shall any Guarantor seek or be entitled to seek any contribution or reimbursement from the Borrower or any other Guarantor in respect of payments made by such Guarantor hereunder or under the FNIS Loan Party Guaranty, until all amounts owing to the Administrative Agent and the Lenders by the Borrower on account of the Borrower Obligations (other than, in each case, indemnities and other contingent obligations not then due and payable) are paid in full, no Letter of Credit shall be

outstanding and the Commitments are terminated. If any amount shall be paid to any Guarantor on account of such subrogation rights at any time when all of the Borrower Obligations (other than, in each case, indemnities and other contingent Obligations not then due and payable) shall not have been paid in full, such amount shall be held by such Guarantor in trust for the Administrative Agent and the Lenders, segregated from other funds of such Guarantor, and shall, forthwith upon receipt by such Guarantor, be turned over to the Administrative Agent in the same form received by such Guarantor (duly indorsed by such Guarantor to the Administrative Agent, if required), to be applied against the Borrower Obligations, then due in such order as set forth in the Credit Agreement or as set forth in Section 6.5 hereof or as set forth in Section 10 of the FNIS Loan Party Guaranty (as applicable).”

     (d) Section 4.7(b) of the Guarantee and Collateral Agreement shall be amended by replacing the words “Section 7.3 of the Credit Agreement” contained in the third line thereof with the words “Section 7.1 of the Credit Agreement”.

     (e) Section 4.8(b) of the Guarantee and Collateral Agreement shall be amended by replacing the words “Section 7.3(a), (b), (c), (g), (h), (r) or (t) of the Credit Agreement” contained in the seventh and eighth lines thereof with the words “Section 7.1 of the Credit Agreement”.

     (f) Section 5.1 of the Guarantee and Collateral Agreement shall be amended by adding the following words at the end thereof:

     “(it being understood and agreed that any such Instrument, Certificated Security or Chattel Paper acquired or received by a Grantor after the Amendment No. 1 Effective Date shall be deemed to have been promptly delivered if delivered to the Administrative Agent within 15 days following the month of such acquisition or receipt)”

     (g) Section 5.5 of the Guarantee and Collateral Agreement shall be amended to read in full as follows:

     “5.5 Changes in Locations, Name, etc . If any Grantor (i) changes its jurisdiction of organization or the location of its chief executive office or sole place of business from that referred to in Section 4.3; or (ii) changes its legal name or corporate structure, the Borrower or such Grantor will provide a written notice thereof to the Administrative Agent no later than the fifteenth day immediately following the calendar month in which such change occurred and shall take all action reasonably required by the Administrative Agent for the purpose of perfecting or protecting the security interest granted by this Agreement.”

     (h) Section 5.7 of the Guarantee and Collateral Agreement shall be amended by replacing the word “forthwith” contained in the eighth line thereof with the words “within 15 days following the month of receipt”.

     (i) Section 5.10 of the Guarantee and Collateral Agreement shall be amended to read in full as follows:

     “5.10 Commercial Tort Claims . Each Grantor shall give prompt notice to the Administrative Agent of any Commercial Tort Claim individually in excess of $1,000,000 that may arise in the future (which notice shall be given on or prior to the delivery of the Compliance Certificate delivered pursuant to Section 6.2(b) of the Credit Agreement for any calendar quarter in which the general counsel of FNIS shall have reasonably concluded that such Commercial Tort Claim meeting this requirement has been filed in pending litigation by the relevant Grantor) and will promptly execute or otherwise authenticate a supplement to this Agreement, and otherwise take all necessary action, to subject such Commercial Tort Claim to the security interest created under this Agreement. The Grantor(s) shall have sole control of all aspects of commercial tort claims that are subject to this Section 5.10 unless and until an Event of Default has occurred and is continuing, the Obligations have been accelerated as set forth in Article 8 of the Credit Agreement and the Administrative Agent or the other Lenders have begun exercising rights with respect to other Collateral under this Agreement as set forth in Article 8 of the Credit Agreement.”

     (j) Section 8.14 of the Guarantee and Collateral Agreement shall be amended by replacing the words “Section 6.10 of the Credit Agreement” contained in the second line thereof with the words “Section 6.11 of the Credit Agreement”.

     (k) Schedule 1 of the Guarantee and Collateral Agreement shall be amended by replacing the notice address contained therein with the following:

“c/o Fidelity National Information Services, Inc.
601 Riverside Avenue
Jacksonville, FL 32204
Attention: Ronald D. Cook, General Counsel”.

     Section 13. Representations and Warranties. Holdings and the Borrower, hereby jointly and severally represent and warrant to the Administrative Agent and each Lender as follows:

     (a)  Power; Authorization; Enforceable Obligations . Each of Holdings

and the Borrower has the requisite power and authority, and the legal right, to make, deliver and perform its obligations under this Amendment. Each of Holdings and the Borrower has taken all necessary organizational action to authorize the execution, delivery and performance of this Amendment. No consent or authorization of, filing with, notice to or other act by or in respect of, any Governmental Authority or any other Person is required in connection with the Restructuring Transactions or with the execution, delivery, performance, validity or enforceability of this Amendment, except (i) consents, authorizations, filings and notices which have been obtained or made and are in full force and effect and (ii) such consents or authorizations the absence of which would not in the aggregate have a Material Adverse Effect. This Amendment has been duly executed and delivered on behalf of Holdings and the Borrower. This Amendment constitutes a legal, valid and binding obligation of the Borrower, enforceable against Holdings and the Borrower in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors’ rights generally and by general equitable principles (whether enforcement is sought by proceedings in equity or at law).

     (b)  No Legal Bar . The execution, delivery and performance of this Amendment will not (i) violate any Requirement of Law in any material respect, (ii) violate any Contractual Obligation of any Group Member or of any FNIS Loan Party in any manner that would reasonably be expected to result in a Material Adverse Effect or (iii) result in, or require, the creation or imposition of any Lien on any of their respective properties or revenues pursuant to any Requirement of Law or any such Contractual Obligation (other than the Liens permitted by the Credit Agreement, as amended by this Amendment).

     Section 14. Conditions To Effectiveness of Amendment . This Amendment shall become effective upon the satisfaction of the following conditions; provided that all such conditions are satisfied on or prior to December 31, 2009 (the date that all such conditions are so satisfied, the “ Amendment No. 1 Effective Date ”):

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

     (i) executed counterparts of this Amendment from the Borrower, Holdings, the Required Lenders, the Majority Revolving Facility Lenders and the Majority Term Facility Lenders;

     (ii) the FNIS Loan Party Guaranty substantially in the form of Exhibit I hereto, duly executed by FNIS and each FNIS Subsidiary Guarantor;

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

     (iv) a guaranty supplement substantially in the form of Appendix I hereto or such other form of guaranty or guaranty supplement to guarantee the Guaranteed Obligations (as defined in the FNIS Credit Agreement) in form and substance reasonably satisfactory to the FNIS Administrative Agent (the “ FNIS Credit Guaranty ”), duly executed by Group Members that are Loan Parties immediately prior the Amendment No. 1 Effective Date;

     (v) evidence (in form reasonably satisfactory to the Administrative Agent and the FNIS Administrative Agent, as the case may be) of the identity, authority and capacity of each Responsible Officer of each Loan Party (including any FNIS Loan Party) executing this Amendment, the Borrower Supplemental Agreement, the FNIS Loan Party Guaranty or the FNIS Credit Guaranty;

     (vi) such documents and certifications as the Administrative Agent or the FNIS 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 Holdings, the Borrower and FNIS addressed to the Administrative Agent and each Lender, providing legal opinions substantially similar to those set forth on Appendix II hereto (with standard exceptions and qualifications reasonably acceptable to the Administrative Agent);

     (viii) opinions of counsel to Holdings, the Borrower and FNIS addressed to the FNIS Administrative Agent and each Consenting Lender that will receive FNIS Term Loans pursuant to the terms of the Debt Exchange Agreement, providing legal opinions substantially similar to those set forth on Appendix III hereto (with standard exceptions and qualifications reasonably acceptable to the FNIS Administrative Agent);

     (ix) a certificate signed by a Responsible Officer of the Borrower (in such person’s capacity as an officer of the Borrower and not

personally) certifying as to the satisfaction of the conditions set forth in Section 14(f) and (g) of this Amendment;

     (x) a certificate signed by a Responsible Officer of FNIS (in such person’s capacity as an officer of FNIS and not personally) attesting to the Solvency of FNIS and the Restricted Subsidiaries (taken as a whole) and of Holdings and the Group Members (taken as a whole) after giving effect to the FNIS Merger, this Amendment and each of the other transactions contemplated to occur on the Amendment No. 1 Effective Date;

     (xi) copies (certified to be true and complete by the Borrower) of any amendments to the FNIS Merger Agreement and the disclosure schedules thereto;

     (xii) a certificate signed by a Responsible Officer of FNIS (in such person’s capacity as an officer of FNIS and not personally) certifying as to the satisfaction of the conditions set forth in Section 14(h) of this Amendment;

     (xiii) executed counterparts of Amendment No. 1 to the Guarantee and Collateral Agreement, which sets forth the provisions set forth in Section 12 hereof, from the Borrower, Holdings, each subsidiary of Holdings party thereto and the Administrative Agent;

     (xiv) an acknowledgement and confirmation signed by a Responsible Officer of FNIS Merger Sub (A) acknowledging that (1) after giving effect to the FNIS Merger it shall continue to be a Loan Party, Group Member and Restricted Company under the Loan Documents with the same force and effect as if originally named therein as “Holdings”, (2) each reference to “Holdings” in the Loan Documents, or any schedule, exhibit, appendix, annex or addendum thereto, shall be deemed to be to it and (3) it shall be bound by all of the terms and provisions of the Loan Documents to which Holdings is a party and that it shall be deemed to have ratified and affirmed its continued obligations, liabilities and indebtedness of Holdings thereunder, and (B) confirming that the representations and warranties set forth in Section 13 of this Amendment shall be true and correct in all material respects on and as of the Amendment No. 1 Effective Date, except to the extent 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;

     (xv) (A) a copy of the articles of organization, including all amendments thereto, of FNIS Merger Sub, certified as of a recent date by the Secretary of State of the state of its organization, and a certificate as to the good standing of FNIS Merger Sub as of a recent date, from such Secretary of State, (B) a certificate of the Secretary or Assistant Secretary of FNIS Merger Sub dated the Amendment No. 1 Effective Date and certifying (1) that attached thereto is a true and correct copy of the limited liability company agreement of FNIS Merger Sub as in effect on the Amendment No. 1 Effective Date and at all times since a date prior to the date of the resolutions described in clause (2) below, (2) that attached thereto is a true and complete copy of resolutions duly adopted by the Board of Directors or other governing body of FNIS Merger Sub authorizing the execution, delivery and performance of the Loan Documents to which it is a party and that such resolutions have not been modified, rescinded or amended and are in full force and effect, (3) that the articles of organization of FNIS Merger Sub have not been amended since the date of the last amendment thereto shown on the certificate of good standing furnished pursuant to clause (A) above, and (4) as to the incumbency and specimen signature of each officer executing any Loan Document or any other document delivered in connection herewith on behalf of FNIS Merger Sub, (C) a certificate of another officer as to the incumbency and specimen signature of the Secretary or Assistant Secretary executing the certificate pursuant to clause (B) above; and (D) such other documents as the Lenders or the Administrative Agent may reasonably request; and

     (xvi) evidence in form and substance reasonably satisfactory to the Administrative Agent that each Consenting Lender shall have committed to purchase accounts receivable under the FNIS A/R Securitization Facility in an amount sufficient to satisfy the conditions set forth in Section 2(a) of this Amendment.

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

     (c) The FNIS 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 Administrative Agent (which shall not be unreasonably withheld or delayed). The FNIS Merger shall have been consummated, or substantially concurrently consummated, in accordance in all material respects with the terms of the FNIS Merger Agreement.

     (d) There shall not have occurred between December 31, 2008 and the Amendment No. 1 Effective Date any event, occurrence, change, state of circumstances or condition which, individually or in the aggregate has had or is reasonably likely to have a “Material Adverse Effect” (as defined in the FNIS Merger Agreement and set forth for ease of reference in the annex attached hereto as Annex D) with respect to FNIS, Holdings or FNIS Merger Sub (in its capacity as the surviving entity of its merger with Holdings).

     (e) The Lenders shall have received (i) audited consolidated financial statements of FNIS for the fiscal year ended December 31, 2008 and (ii) such financial information for periods ending after December 31, 2008 as shall be publicly available prior to the Amendment No. 1 Effective Date (or as may be otherwise delivered to the Borrower pursuant to the FNIS Merger Agreement). The Lenders shall have received pro forma consolidated financial statements as to FNIS and its Subsidiaries (after giving effect to the FNIS Merger) for (x) the 12-month period ending on the last day of the fiscal quarter most recently ended at least forty-five days prior to the Amendment No. 1 Effective Date and (y) the fiscal year ended December 31, 2008 and any subsequent interim period, and forecasts of balance sheets, income statements and cash flow statements for (A) each fiscal quarter of 2009 and 2010 ended after the Amendment No. 1 Effective Date and (B) each fiscal year ending on December 31, 2009 through the fiscal year ending on December 31, 2013.

     (f) The representations and warranties of the Borrower and Holdings contained in Section 13 of this Amendment shall be true and correct in all material respects on and as of the Amendment No. 1 Effective Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct in all material respects as of such earlier date.

     (g) No Default shall exist with respect to FNIS, FNIS Merger Sub, Holdings and their respective Subsidiaries (including the Borrower) at the time of, or after giving effect to, the Restructuring Transactions and this Amendment.

     (h) The representations and warranties of FNIS contained in Annex E attached hereto (and made by FNIS pursuant to the Borrower Supplemental Agreement) shall be true and correct in all material respects on and as of the Amendment No. 1 Effective Date, except to the extent 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.

     (i) The Debt Exchange Agreement shall have been duly executed by all the parties thereto and the Debt Exchange shall have been consummated, or

substantially concurrently consummated, in accordance with the terms of the Debt Exchange Agreement.

     (j) The FNIS Revolving Loan Purchases and the FNIS Term Loan Purchases (other than in respect of the Debt Exchange) described in Section 2 and Section 3 of this Amendment shall have been consummated, or substantially concurrently consummated, in accordance with such sections.

     (k) The Administrative Agent shall have received the results of a recent lien search with respect to FNIS Merger Sub in jurisdictions in which filings are to be made pursuant to the Loan Documents, and such search shall reveal no Liens on any of the assets of FNIS Merger Sub except for Liens permitted by Section 7.1 of the Credit Agreement or discharged on or prior to the Amendment No. 1 Effective Date pursuant to documentation satisfactory to the Administrative Agent.

     (l) Each document (including any Uniform Commercial Code financing statement) required by the Security Documents or under law or reasonably requested by the Administrative Agent to be filed, registered or recorded in order to create in favor of the Administrative Agent, for the benefit of the Lenders, a perfected Lien on the assets of FNIS Merger Sub which constitute Collateral, prior and superior in right to any other Person (other than with respect to Liens expressly permitted by Section 7.1 of the Credit Agreement), shall be in proper form for filing, registration or recordation.

     Section 15 . Fee . On the Amendment No. 1 Effective Date, the Borrower shall pay to the Administrative Agent for the ratable account of the Consenting Lenders a fee equal to 1.00% of the aggregate amount of the Term Loans or Revolving Commitments held by the Consenting Lenders immediately prior to the Restructuring Transactions.

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

     Section 17. Incorporation of Certain Terms . Sections 10.9, 10.10, 10.12 and 10.16 of the Credit Agreement shall apply to this Amendment mutatis mutandis as set out in full therein.

[The remainder of this page is intentionally blank.]

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

Signature Page to Amendment No. 1 to Credit Agreement

Signature Page to Amendment No. 1 to Credit Agreement

ANNEX A TO
AMENDMENT NO. 1

SECTION 6. AFFIRMATIVE COVENANTS

     Holdings and the Borrower hereby jointly and severally agree that, so long as the Commitments hereunder remain in effect, any Letter of Credit remains outstanding or any Loan or other amount is owing to any Lender or the Administrative Agent hereunder, each of Holdings and the Borrower shall, and they shall cause each other Restricted Company to:

      Section 6.1. Financial Statements. Furnish to the Administrative Agent (who will provide to each Lender):

     (a) as soon as available, but in any event within 105 days after the end of each fiscal year of FNIS beginning with the fiscal year ending on December 31, 2008, a consolidated balance sheet of FNIS and its Subsidiaries as at the end of such fiscal year, and the related consolidated statements of income or operations, shareholders’ equity and cash flows for such fiscal year, setting forth in each case in comparative form the figures for the previous fiscal year, all in reasonable detail and prepared in accordance with GAAP, and audited and accompanied by a report and opinion of KPMG LLP or any other independent certified public accountant of nationally recognized standing, which report and opinion shall be prepared in accordance with generally accepted auditing standards and shall not be subject to any “going concern” or like qualification or exception or any qualification or exception as to the scope of such audit; provided that if the independent auditor provides an attestation and a report with respect to management’s report on internal control over financial reporting and its own evaluation of internal control over financial reporting, then such report may include a qualification or limitation due to the exclusion of any acquired business from such report to the extent such exclusion is permitted under rules or regulations promulgated by the SEC or the Public Company Accounting Oversight Board;

     (b) as soon as available, but in any event within 60 days after the end of each of the first three fiscal quarters of each fiscal year of FNIS beginning with the fiscal quarter ending on March 31, 2008, a consolidated balance sheet of FNIS and its Subsidiaries as at the end of such fiscal quarter, and the related consolidated statements of income or operations, shareholders’ equity and cash flows for such fiscal quarter and for the portion of the fiscal year then ended, setting forth, in each case, in comparative form the figures for the corresponding fiscal quarter of the previous fiscal year and the corresponding portion of the previous fiscal year, all in reasonable detail and certified by a Responsible Officer of FNIS as fairly presenting in all material respects the financial condition, results

of operations, shareholders’ equity and cash flows of FNIS and its Subsidiaries in accordance with GAAP, subject only to normal year-end audit adjustments and the absence of footnotes;

     (c) as soon as available, but in any event no later than 105 days after the end of each fiscal year, forecasts prepared by management of FNIS, in form reasonably satisfactory to the Administrative Agent of consolidated balance sheets, income statements and cash flow statements of FNIS and its Subsidiaries for the fiscal year following such fiscal year then ended, which shall be prepared in good faith upon reasonable assumptions at the time of preparation and which shall state therein all the material assumptions on the basis of which such forecasts were prepared), it being understood that actual results may vary from such forecasts and that such variations may be material; provided that compliance with this Section 6.1(c) shall not be required so long as FNIS achieves and maintains at least two of the following three ratings: (i) a corporate credit rating of BBB- or higher from S&P, (ii) a corporate family rating of Baa3 or higher from Moody’s and (iii) an issuer default rating of BBB- or higher from Fitch Ratings”; and

     (d) if there are any Unrestricted Subsidiaries as of the last day of any fiscal quarter, simultaneously with the delivery of each set of consolidated financial statements referred to in Section 6.1(a) and 6.1(b) above, the related consolidating financial statements reflecting the adjustments necessary to eliminate the accounts of Unrestricted Subsidiaries from such consolidated financial statements.

      Section 6.2. Certificates; Other Information. Furnish to the Administrative Agent to be provided to each Lender:

     (a) no later than five days after the delivery of each set of consolidated financial statements referred to in Section 6.1(a), a certificate of FNIS’ independent certified public accountants certifying such financial statements and stating that in making the examination necessary therefor no knowledge was obtained of any Event of Default under Section 7.10 or, if any such Event of Default shall exist, stating the nature and status of such event;

     (b) no later than five Business Days after the delivery of each set of consolidated financial statements referred to in Section 6.1(a) and 6.1(b), a duly completed Compliance Certificate signed by a Responsible Officer of FNIS;

     (c) promptly after the same are publicly available, copies of each annual report, proxy or financial statement sent to the stockholders of FNIS, and copies of all annual, regular, periodic and special reports and registration statements (other than the exhibits thereto and any registration statements on Form S-8 or its

equivalent) which FNIS files, copies of any report, filing or communication with the SEC under Section 13 or 15(d) of the 1934 Act, or with any Governmental Authority that may be substituted therefor, or with any national securities exchange, and in any case not otherwise required to be delivered to the Administrative Agent pursuant hereto;

     (d) promptly after the furnishing thereof, copies of any notices of default or acceleration received by any Loan Party or notices of default or acceleration furnished by any Loan Party to any holder of debt securities of any of the Restricted Companies pursuant to the terms of any documentation governing any Permitted Subordinated Indebtedness in a principal amount greater than the Threshold Amount and not otherwise required to be furnished to the Lenders;

     (e) promptly after the receipt thereof by a Specified Responsible Officer of FNIS, copies of each notice or other correspondence received from any Governmental Authority concerning any material investigation or other material inquiry regarding any material violation of applicable Law by any Restricted Company which would reasonably be expected to have a Material Adverse Effect;

     (f) together with the delivery of each Compliance Certificate pursuant to Section 6.2(b), a description of each event, condition or circumstance during the last fiscal quarter covered by such Compliance Certificate requiring a mandatory prepayment under Section 2.11; and

     (g) promptly after any request therefor, such additional information regarding the business, legal, financial or corporate affairs of any Restricted Company, or compliance with the terms of the Loan Documents, as the Administrative Agent or any Lender through the Administrative Agent may from time to time reasonably request.

Documents required to be delivered pursuant to Section 6.1(a) or (b) or Section 6.2(c) (to the extent any such documents are included in materials otherwise filed with the SEC) may be delivered electronically and, if so delivered, shall be deemed to have been delivered on the date (i) on which FNIS posts such documents, or provides a link thereto on its website on the Internet at the following website address: www.investor.fidelityinfoservices.com/sec.cfm; or (ii) on which such documents are posted on the Borrower’s or FNIS’s behalf on IntraLinks or other relevant website, to which each Lender and the Administrative Agent are granted access (whether a commercial, third-party website or whether sponsored by the Administrative Agent); provided that the Borrower or FNIS shall notify (which may be by facsimile or electronic mail or by an automated electronic alert of a posting) the Administrative Agent of the posting of any such documents which notice may be included in the certificate delivered pursuant to Section 6.2(b). Except for such Compliance Certificates, the Administrative

Agent shall have no obligation to maintain copies of the documents referred to above, and in any event shall have no responsibility to monitor compliance by the Borrower with any such request for delivery, and each Lender shall be solely responsible for requesting delivery to it or maintaining its copies of such documents. The Borrower hereby acknowledges that (a) the Administrative Agent and/or the Arrangers will make available to the Lenders and the L/C Issuer materials and/or information provided by or on behalf of the Borrower or FNIS hereunder (collectively, “ Borrower Materials ”) by posting the Borrower Materials on IntraLinks or another similar electronic system (the “ Platform ”) and (b) certain of the Lenders may be “public-side” Lenders ( i.e., Lenders that do not wish to receive material non-public information with respect to the Borrower or FNIS or their respective securities) (each, a “ Public Lender ”). The Borrower hereby agrees that (w) all Borrower Materials that are to be made available to Public Lenders shall be clearly and conspicuously marked “PUBLIC” which, at a minimum, shall mean that the word “PUBLIC” shall appear prominently on the first page thereof; (x) by marking Borrower Materials “PUBLIC,” the Borrower shall be deemed to have authorized the Administrative Agent, the Arrangers and the Lenders to treat such Borrower Materials as either publicly available information or not material information (although it may be sensitive and proprietary) with respect to the Borrower or FNIS or their respective securities for purposes of United States Federal and state securities laws; (y) all Borrower Materials marked “PUBLIC” are permitted to be made available through a portion of the Platform designated “Public Investor;” and (z) the Administrative Agent and the Arrangers shall treat any Borrower Materials that are not marked “PUBLIC” as being suitable only for posting on a portion of the Platform not designated “Public Investor.”

      Section 6.3. Notices. Promptly notify the Administrative Agent after a Specified Responsible Officer obtains knowledge of:

     (a) the occurrence of any Default; and

     (b) any matter that has resulted or would reasonably be expected to result in a Material Adverse Effect, including any matter arising out of or resulting from (i) breach or non-performance of, or any default under, a Contractual Obligation of any Loan Party or any Subsidiary, (ii) any dispute, litigation, investigation, proceeding or suspension between any Loan Party or any Restricted Subsidiary and any Governmental Authority, (iii) the commencement of, or any material adverse development in, any litigation, investigation or proceeding affecting any Loan Party or any Subsidiary, or (iv) the occurrence of any ERISA Event.

     Each notice pursuant to this Section 6.3 shall be accompanied by a written statement of a Responsible Officer of FNIS or the Borrower (x) that such notice is

being delivered pursuant to Section 6.3(a) or (b) (as applicable) and (y) setting forth details of the occurrence referred to therein and stating what action FNIS or the Borrower has taken and proposes to take with respect thereto. Each notice pursuant to Section 6.3(a) shall describe with particularity to the extent known any and all provisions of this Agreement and any other Loan Document in respect of which such Default exists.

      Section 6.4. Payment of Obligations. Pay, discharge or otherwise satisfy as the same shall become due and payable, all of its obligations and liabilities except, in each case, to the extent the failure to pay or discharge the same could not reasonably be expected to have a Material Adverse Effect or such obligations or liabilities are being contested in good faith by appropriate proceedings.

      Section 6.5. Preservation of Existence, Etc. (a) Preserve, renew and maintain in full force and effect its legal existence under the Laws of the jurisdiction of its organization except in a transaction permitted by Section 7.5 (and, in the case of any Restricted Subsidiary, other than the Borrower, to the extent the failure to do so, could not reasonably be expected to have a Material Adverse Effect) and (b) take all reasonable action to maintain all rights, privileges (including its good standing), permits, licenses and franchises necessary or desirable in the normal conduct of its business, except to the extent that failure to do so could not reasonably be expected to have a Material Adverse Effect.

      Section 6.6. Maintenance of Properties. Except if the failure to do so could not reasonably be expected to have a Material Adverse Effect, (a) maintain, preserve and protect all of its material properties and equipment necessary in the operation of its business in good working order, ordinary wear and tear excepted and casualty and condemnation excepted, and (b) make all necessary renewals, replacements, modifications, improvements, upgrades, extensions and additions to material properties and equipment in accordance with prudent industry practice.

      Section 6.7. Maintenance of Insurance. Maintain with financially sound and reputable insurance companies, insurance of such types and in such amounts (after giving effect to any self-insurance) reasonable and customary for similarly situated Persons engaged in the same or similar businesses as FNIS and the Restricted Subsidiaries) as are customarily carried under similar circumstances by such other Persons except, in the case of Foreign Subsidiaries, to the extent that the failure to maintain such insurance with respect to one or more Foreign Subsidiaries could not reasonably be expected to result in a Material Adverse Effect.

      Section 6.8. Compliance with Laws. Comply in all material respects with the requirements of all Laws (including, without limitation, Environmental Laws) and all orders, writs, injunctions, and decrees applicable to it or to its business or

property, except if the failure to comply therewith could not reasonably be expected to have a Material Adverse Effect or the necessity of compliance therewith is being contested in good faith by appropriate proceedings.

      Section 6.9. Books and Records. Maintain proper books of record and account, in a manner to allow financial statements to be prepared in conformity with GAAP consistently applied shall be made of all material financial transactions and matters involving the assets and business of FNIS or such Restricted Subsidiary, as the case may be.

      Section 6.10. Inspection Rights. With respect to any Loan Party, permit representatives and independent contractors of the Administrative Agent and each Lender to visit and inspect any of its properties, to examine its corporate, financial and operating records, and make copies thereof or abstracts therefrom, and to discuss its affairs, finances and accounts with its directors, officers, and independent public accountants, all at the expense of the Borrower and at such reasonable times during normal business hours and as often as may be reasonably desired, upon reasonable advance notice to FNIS; provided that, excluding any such visits and inspections during the continuation of an Event of Default, only the Administrative Agent on behalf of the Lenders may exercise rights under this Section 6.10 and the Administrative Agent shall not exercise such rights more often than once during any calendar year absent the existence of an Event of Default and such inspections shall be conducted at the sole expense of the Administrative Agent without charge to the Borrower; provided further that when an Event of Default exists the Administrative Agent or any Lender (or any of their respective representatives or independent contractors) may do any of the foregoing at the expense of the Borrower at any time during normal business hours and upon reasonable advance notice. The Administrative Agent and the Lenders shall give FNIS the opportunity to participate in any discussions with FNIS’s accountants.

      Section 6.11. Additional Collateral, etc.

     (a) With respect to any property acquired after the Closing Date by any Group Member (other than (1) any property described in paragraph (b), (c) or (d) below, (2) any property subject to a Lien expressly permitted by Section 7.1(p), (3) any property subject to a Lien permitted under Section 7.1 constituting purchase money indebtedness or Capitalized Leases, including any sale-leaseback transactions) and (4) property acquired by any Foreign Subsidiary) as to which the Administrative Agent, for the benefit of the Lenders, does not have a perfected Lien, promptly (i) execute and deliver to the Administrative Agent such amendments to the Guarantee and Collateral Agreement or such other documents as the Administrative Agent deems necessary or advisable to grant to the Administrative Agent, for the benefit of the Lenders, a security interest in such

property and promptly (ii) take all actions necessary or advisable to grant to the Administrative Agent, for the benefit of the Lenders, a perfected first priority security interest in such property, including the filing of Uniform Commercial Code financing statements in such jurisdictions as may be required by the Guarantee and Collateral Agreement or by law or as may be requested by the Administrative Agent.

     (b) With respect to any fee interest in any real property having a value (together with improvements thereof) of at least $5,000,000 acquired after the Closing Date by any Group Member (other than (A) any such real property subject to a Lien expressly permitted by Section 7.1(p), (B) any such real property subject to a Lien permitted under Section 7.1 constituting purchase money indebtedness or Capitalized Leases, including any sale-leaseback transactions) and (C) real property acquired by any Foreign Subsidiary), promptly (i) execute and deliver a first priority Mortgage, in favor of the Administrative Agent, for the benefit of the Lenders, covering such real property, (ii) if requested by the Administrative Agent, provide the Lenders with (x) title and extended coverage insurance covering such real property in an amount at least equal to the purchase price of such real property (or such other amount as shall be reasonably specified by the Administrative Agent) as well as a current ALTA survey thereof, together with a surveyor’s certificate and (y) any consents or estoppels reasonably deemed necessary or advisable by the Administrative Agent in connection with such Mortgage, each of the foregoing in form and substance reasonably satisfactory to the Administrative Agent and (iii) if requested by the Administrative Agent, deliver to the Administrative Agent a customary legal opinion relating to such real property, which opinion shall be in form and substance, and from counsel, reasonably satisfactory to the Administrative Agent.

     (c) With respect to any new Subsidiary (other than a Foreign Subsidiary) created or acquired after the Closing Date by any Group Member (which, for the purposes of this paragraph (c), shall include any existing Subsidiary of any Group Member that ceases to be a Foreign Subsidiary), promptly (i) execute and deliver to the Administrative Agent such amendments to the Guarantee and Collateral Agreement as the Administrative Agent deems necessary or advisable to grant to the Administrative Agent, for the benefit of the Lenders, a perfected first priority security interest in the Capital Stock of such new Subsidiary that is owned by any Group Member, (ii) deliver to the Administrative Agent the certificates, if any, representing such Capital Stock, together with undated stock powers, in blank, executed and delivered by a duly authorized officer of the relevant Group Member, (iii) cause such new Subsidiary (A) to become a party to the Guarantee and Collateral Agreement, (B) to take such actions necessary or advisable to grant to the Administrative Agent for the benefit of the Lenders a perfected first priority security interest in the Collateral described in the Guarantee and Collateral Agreement with respect to such new

Subsidiary, including the filing of Uniform Commercial Code financing statements in such jurisdictions as may be required by the Guarantee and Collateral Agreement or by law or as may be requested by the Administrative Agent and (C) to deliver to the Administrative Agent a certificate of such Subsidiary, substantially in the form of Exhibit C, with appropriate insertions and attachments, and (iv) if requested by the Administrative Agent, deliver to the Administrative Agent legal opinions regarding any foreign collateral with respect to any such new Subsidiary, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Administrative Agent.

     (d) With respect to any new Foreign Subsidiary created or acquired after the Closing Date by any Group Member (other than by any Group Member that is a Foreign Subsidiary), promptly (i) execute and deliver to the Administrative Agent such amendments to the Guarantee and Collateral Agreement as the Administrative Agent deems necessary or advisable to grant to the Administrative Agent, for the benefit of the Lenders, a perfected first priority security interest in the Capital Stock of such new Subsidiary that is owned by any such Group Member (provided that in no event shall more than 65% of the total outstanding voting Capital Stock of any such new Subsidiary be required to be so pledged), (ii) deliver to the Administrative Agent the certificates, if any, representing such Capital Stock, together with undated stock powers, in blank, executed and delivered by a duly authorized officer of the relevant Group Member, and take such other action as may be necessary or, in the opinion of the Administrative Agent, desirable to perfect the Administrative Agent’s security interest therein, and (iii) if requested by the Administrative Agent, deliver to the Administrative Agent legal opinions relating to the matters described above with respect to any such new Foreign Subsidiary with assets in excess of $5,000,000, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Administrative Agent.

     (e) Notwithstanding anything to the contrary in this Section 6.11 or in any Security Document, the requirement to provide additional guaranties or collateral from any Group Member or any Subsidiary thereof shall be deemed to be timely satisfied so long as such required guaranties are made and collateral is granted within 60 days (or such longer period as the Administrative Agent may agree in its reasonable discretion) after the end of the fiscal quarter of FNIS in which the event arose that requires the making of such guaranty or the grant of such collateral by the relevant Group Member or its Subsidiary; provided that in connection with any acquisition of any Restricted Company by a Group Member, if any Subsidiary of a Group Member that is not already a Subsidiary Guarantor shall be required, pursuant to the provisions of Section 6.11 to become a Subsidiary Guarantor, the Borrower shall, in each case at the Borrower’s expense and within 30 days of being so required, cause such Subsidiary to duly execute

and deliver to the Administrative Agent the Guarantee and Collateral Agreement (or a joinder thereto).

      Section 6.12. Covenant to Guarantee Obligations by FNIS Loan Parties .

     (a) Cause the following Restricted Subsidiaries that are not Group Members to guarantee the Obligations (each, a “ FNIS Subsidiary Guarantor ”): such Restricted Subsidiaries as shall constitute, together with the Group Members that are Loan Parties, (x) at least 95% of the Consolidated EBITDA of FNIS and its Domestic Subsidiaries (excluding, for the purposes of such calculation, (1) all Unrestricted Subsidiaries, but including any Subsidiaries that were, at one time, designated as Unrestricted Subsidiaries, but have been redesignated as Restricted Subsidiaries pursuant to Section 6.13 and (2) all Prohibited Restricted Subsidiaries described in the following sentence for so long as the relevant Indebtedness remains outstanding) for the four fiscal quarters most recently ended for which financial statements have been delivered pursuant to Section 6.1 and (y) at least 95% of the Total Assets of FNIS and its Domestic Subsidiaries (excluding, for the purposes of such calculation, (1) all Unrestricted Subsidiaries, but including any Subsidiaries that were, at one time, designated as Unrestricted Subsidiaries, but have been redesignated as Restricted Subsidiaries pursuant to Section 6.13 and (2) all Prohibited Restricted Subsidiaries described in the following sentence for so long as the relevant Indebtedness remains outstanding) as of the last day of the fiscal quarter most recently ended for which financial statements have been delivered pursuant to Section 6.1. Notwithstanding the foregoing, (i) any Restricted Subsidiary (other than a Group Member) that is a guarantor of any Permitted Subordinated Indebtedness shall also be required to be a FNIS Subsidiary Guarantor, (ii) no Subsidiary shall be required to be a FNIS Subsidiary Guarantor if such Subsidiary is a Foreign Subsidiary or a Domestic Subsidiary of a Foreign Subsidiary and (iii) no Restricted Subsidiary that is prohibited from guaranteeing the Obligations pursuant to documents governing any Indebtedness assumed in connection with a Permitted Acquisition and not incurred in contemplation thereof (each, a “ Prohibited Restricted Subsidiary ”) shall be required to become a FNIS Subsidiary Guarantor for so long as such Indebtedness remains outstanding.

     (b) At the end of each fiscal quarter of FNIS, the Borrower shall determine whether any Restricted Companies that are not currently FNIS Subsidiary Guarantors shall be required, pursuant to the provisions of Section 6.12(a) to become FNIS Subsidiary Guarantors and, within 60 days after the end of such fiscal quarter (or such longer period as the Administrative Agent may agree in its reasonable discretion), will at the Borrower’s expense, cause any new FNIS Subsidiary Guarantors (each, an “ Additional Guarantor ”) to duly execute and deliver to the Administrative Agent a guaranty substantially in the form of Exhibit I (either directly or via a guaranty supplement) or such other form of

guaranty or guaranty supplement to guarantee the Obligations in form and substance reasonably satisfactory to the Administrative Agent and FNIS, it being understood and agreed that FNIS and each Subsidiary that is required to be an FNIS Subsidiary Guarantor on the Amendment No. 1 Effective Date shall duly execute and deliver to the Administrative Agent a FNIS Loan Party Guaranty on the Amendment No. 1 Effective Date; provided that in connection with any acquisition of any Restricted Company (other than a Group Member), if any Subsidiary that is not already a FNIS Subsidiary Guarantor shall be required, pursuant to the provisions of Section 6.12(a) to become a FNIS Subsidiary Guarantor, the Borrower shall, in each case at the Borrower’s expense and within 30 days of being so required, cause such Subsidiary to duly execute and deliver to the Administrative Agent a FNIS Loan Party Guaranty.

     (c) Notwithstanding anything to the contrary in this Agreement, to the extent that FNIS shall determine at any time that certain Restricted Subsidiaries that are not required to be FNIS Subsidiary Guarantors pursuant to the foregoing provisions of Section 6.12(a) are parties to a FNIS Loan Party Guaranty, FNIS shall be entitled to give notice to that effect to the Administrative Agent whereupon such Restricted Subsidiaries shall no longer be deemed to be FNIS Subsidiary Guarantors and the Administrative Agent shall promptly release each such Restricted Subsidiary from its FNIS Subsidiary Guaranty.

      Section 6.13. Designation of Subsidiaries. FNIS may at any time designate any Restricted Subsidiary as an Unrestricted Subsidiary or any Unrestricted Subsidiary as a Restricted Subsidiary; provided that (i) other than in the case of the designation of (x) a Joint Venture in existence on the Amendment No. 1 Effective Date that thereafter becomes a Subsidiary or (y) a Securitization Vehicle (each, an “Excluded Unrestricted Subsidiary”), immediately before and after such designation, no Default shall have occurred and be continuing, (ii) other than in the case of the designation of a Excluded Unrestricted Subsidiary, immediately after giving effect to such designation, FNIS and its Consolidated Subsidiaries shall be in compliance, on a Pro Forma Basis, with the covenants set forth in Section 7.10 (and, as a condition precedent to the effectiveness of any such designation, FNIS shall deliver to the Administrative Agent a certificate setting forth in reasonable detail the calculations demonstrating such compliance), (iii) neither the Borrower nor any borrower under the FNIS Credit Agreement may be designated as an Unrestricted Subsidiary, (iv) no designation of a Restricted Subsidiary as an Unrestricted Subsidiary, other than an Excluded Unrestricted Subsidiary, shall be effective if, immediately after such designation, (1) the Consolidated EBITDA of the Unrestricted Subsidiaries would exceed 10% of the Consolidated EBITDA of the Consolidated Companies for the four fiscal quarter period then most recently ended or (2) the Total Assets of all Unrestricted Subsidiaries would exceed 5% of the Total Consolidated Assets, in each case determined without regard to any Excluded Unrestricted Subsidiary at any time

after such Person becomes a Subsidiary, and (v) no Subsidiary may be designated as an Unrestricted Subsidiary if it is a “Restricted Subsidiary” for the purpose of any Permitted Subordinated Indebtedness. The designation of any Subsidiary (other than a Securitization Vehicle) as an Unrestricted Subsidiary shall constitute an Investment by the applicable Restricted Companies therein at the date of designation in an amount equal to the net book value (or, in the case of any guarantee or similar Investment, the amount) of the Restricted Companies’ Investments therein. If any Person becomes a Restricted Subsidiary on any date after the Amendment No. 1 Effective Date (including by redesignation of an Unrestricted Subsidiary as a Restricted Subsidiary), the Indebtedness of such Person outstanding on such date will be deemed to have been incurred by such Person on such date for purposes of Section 7.3, but will not be considered the sale or issuance of Equity Interests for purposes of Section 7.5.

ANNEX B TO
AMENDMENT NO. 1

SECTION 7. NEGATIVE COVENANTS

          Holdings and the Borrower hereby jointly and severally agree that, so long as the Commitments remain in effect, any Letter of Credit remains outstanding or any Loan or other amount is owing to any Lender or the Administrative Agent hereunder, each of Holdings and the Borrower shall not, and shall not permit any of the other Restricted Companies to, directly or indirectly:

     7.1 Liens . Create, incur, assume or suffer to exist any Lien upon any of its property, assets or revenues, whether now owned or hereafter acquired, other than the following:

     (a) (i) Liens pursuant to any Loan Document and (ii) Liens granted by the FNIS Loan Parties pursuant to any FNIS Loan Document;

     (b) Liens existing on the Amendment No. 1 Effective Date and listed on Schedule 7.1 and any modifications, replacements, renewals or extensions thereof; provided that (i) the Lien does not extend to any additional property other than (A) after-acquired property that is affixed or incorporated into the property covered by such Lien or financed by Indebtedness permitted under Section 7.3, and (B) proceeds and products thereof and (ii) the modification, replacement, renewal, extension or refinancing of the obligations secured or benefited by such Liens (if such obligations constitute Indebtedness) is permitted by Section 7.3;

     (c) Liens for taxes, assessments or governmental charges which are not overdue for a period of more than 30 days, or, if more than 30 days overdue, (i) which are being contested in good faith and by appropriate proceedings diligently conducted, if adequate reserves with respect thereto are maintained on the books of the applicable Person in accordance with GAAP or (ii) with respect to which the failure to make payment could not reasonably be expected to have a Material Adverse Effect;

     (d) statutory Liens of landlords, carriers, warehousemen, mechanics, materialmen, repairmen, construction contractors or other like Liens arising in the ordinary course of business which secure amounts not overdue for a period of more than 30 days or, if more than 30 days overdue, (i) no action has been taken to enforce such Lien, (ii) such Lien is being contested in good faith and by appropriate proceedings diligently conducted, if adequate reserves with respect

thereto are maintained on the books of the applicable Person in accordance with GAAP or (iii) with respect to which the failure to make payment as to all such amounts, in the aggregate, could not reasonably be expected to have a Material Adverse Effect;

     (e) (i) Liens incurred in the ordinary course of business in connection with workers’ compensation, unemployment insurance and other social security legislation, (ii) Liens incurred in the ordinary course of business securing insurance premiums or reimbursement obligations under insurance policies or (iii) obligations in respect of letters of credit or bank guarantees that have been posted by a Restricted Company to support the payment of the items set forth in clauses (i) and (ii) of this Section 7.1(e);

     (f) (i) deposits to secure the performance of bids, trade contracts, governmental contracts and leases (other than Indebtedness for borrowed money), statutory obligations, surety, stay, customs and appeal bonds, performance bonds, performance and completion guarantees and other obligations of a like nature (including those to secure health, safety and environmental obligations) incurred in the ordinary course of business and (ii) obligations in respect of letters of credit or bank guarantees that have been posted by a Restricted Company to support the payment of items set forth in clause (i) of this Section 7.1(f);

     (g) easements, rights-of-way, restrictions, encroachments, protrusions and other similar encumbrances and minor title defects affecting real property which, in the aggregate, do not in any case materially and adversely interfere with the ordinary conduct of the business of the applicable Person;

     (h) Liens securing judgments for the payment of money not constituting an Event of Default under paragraph (h) of Section 8;

     (i) Liens arising in connection with the Cash Management Practices, including Liens securing borrowings from financial institutions and their Affiliates permitted under Section 7.3(m) to the extent specified therein;

     (j) (i) leases, licenses, subleases or sublicenses granted to other Persons in the ordinary course of business which do not (A) interfere in any material respect with the business of FNIS or any of its material Restricted Subsidiaries or (B) secure any Indebtedness (other than any obligation that is Indebtedness solely as a result of the operation of clause (e) of the definition thereof) and (ii) the rights reserved or vested in any Person by the terms of any lease, license, franchise, grant or permit held by any Restricted Company or by a statutory provision to terminate any such lease, license, franchise, grant or permit or to require periodic payments as a condition to the continuance thereof;

     (k) Liens in favor of customs and revenue authorities arising as a matter of law to secure payment of customs duties in connection with the importation of goods in the ordinary course of business;

     (l) Liens (i) of a collection bank arising under Section 4-210 of the Uniform Commercial Code on items in the course of collection, (ii) attaching to commodity trading accounts or other brokerage accounts incurred in the ordinary course of business, (iii) in favor of a banking institution arising as a matter of law encumbering deposits (including the right of set-off) and which are within the general parameters customary in the banking industry and (iv) of financial institutions funding the Vault Cash Operations in the cash provided by such institutions for such Vault Cash Operations;

     (m) Liens (i) (A) on advances of cash or Cash Equivalents in favor of the seller of any property to be acquired in an Investment permitted pursuant to Section 7.2(h) and (l) to be applied against the purchase price for such Investment, and (B) consisting of an agreement to Dispose of any property in a Disposition permitted under Section 7.5 and (ii) on cash earnest money deposits made by any Restricted Company in connection with any letter of intent or purchase agreement permitted hereunder;

     (n) Liens on property of any Foreign Subsidiary securing Indebtedness of such Foreign Subsidiary to the extent permitted under Section 7.3;

     (o) Liens in favor of any Restricted Company securing Indebtedness permitted under Section 7.3(e) or other obligations other than Indebtedness owed by a Restricted Company to another Restricted Company;

     (p) Liens existing on property at the time of its acquisition or existing on the property of any Person at the time such Person becomes a Restricted Subsidiary, in each case after the date hereof and any modifications, replacements, renewals or extensions thereof; provided that (i) such Lien was not created in contemplation of such acquisition or such Person becoming a Restricted Subsidiary, (ii) in the case of Liens securing purchase money Indebtedness or Capitalized Leases, such Lien does not extend to or cover any other assets or property (other than the proceeds or products thereof and after-acquired property subjected to a Lien pursuant to terms existing at the time of such acquisition, it being understood that such requirement shall not be permitted to apply to any property to which such requirement would not have applied but for such acquisition); provided that individual financings otherwise permitted to be secured hereunder provided by one Person (or its affiliates) may be cross collateralized to other such financings provided by such Person (or its affiliates), (iii) in the case of Liens securing Indebtedness other than purchase money Indebtedness or Capitalized Leases, such Liens do not extend to the property of

any Person other than the Person acquired or formed to make such acquisition and the subsidiaries of such Person and (iv) the Indebtedness secured thereby (or, as applicable, any modifications, replacements, renewals or extensions thereof) is permitted under Section 7.3;

     (q) Liens arising from precautionary UCC financing statement filings (or similar filings under applicable Law) regarding leases entered into by FNIS or any of its Restricted Subsidiaries in the ordinary course of business (and Liens consisting of the interests or title of the respective lessors thereunder);

     (r) Liens arising out of conditional sale, title retention, consignment or similar arrangements for sale of goods entered into by any Restricted Company in the ordinary course of business not prohibited by this Agreement;

     (s) Liens that are contractual rights of set-off (i) relating to the establishment of depository relations with banks not given in connection with the issuance of Indebtedness (other than Indebtedness described in clause (e) of the definition thereof), (ii) relating to pooled deposit or sweep accounts of any Restricted Company to permit satisfaction of overdraft or similar obligations incurred in the ordinary course of business of such Restricted Company and (iii) relating to purchase orders and other similar agreements entered into in the ordinary course of business;

     (t) Liens securing obligations permitted under Section 7.3(u) to the extent specified therein;

     (u) Liens on the assets of a Securitization Vehicle securing Indebtedness under any Securitization Financing permitted under Section 7.3(v);

     (v) Liens securing the Specified Non-Recourse Indebtedness permitted under Section 7.3(f) to the extent specified therein; and

     (w) other Liens securing Indebtedness or other obligations outstanding in an aggregate principal amount not to exceed the greater of (i) 5% of Total Consolidated Assets and (ii) $150,000,000.

     7.2 Investments . Make or hold any Investments, except:

     (a) Investments by a Restricted Company in assets that were Cash Equivalents when such Investment was made, and the holding of cash at any time by a Restricted Company;

     (b) loans or advances to directors, officers, members of management, employees and consultants of a Restricted Company in an aggregate amount not to exceed $20,000,000 at any time outstanding, for business related travel,

entertainment, relocation and analogous ordinary business purposes or in connection with such Person’s purchase of Equity Interests of FNIS;

     (c) Investments (i) by any Loan Party in any other Loan Party, (ii) by FNIS or any of its Domestic Subsidiaries in FNIS or any of its Domestic Subsidiaries, (iii) by any Restricted Subsidiary that is not a Loan Party in any Restricted Company and (iv) by any Loan Party in any Restricted Subsidiary that is not a Loan Party in an aggregate amount for all such Investments under this clause (iv) not to exceed, at the time such Investment is made and after giving effect to such Investment, the sum of (A) $100,000,000, plus (B) the amount (if positive) by which 5% of the Total Consolidated Assets exceeds the aggregate amount of all Investments in Unrestricted Subsidiaries made or deemed to be made pursuant to Section 7.2(n), plus (C) the aggregate amount of any cash repayment of or return on such Investments theretofore received by the Loan Parties;

     (d) Investments consisting of extensions of credit in the nature of accounts receivable or notes receivable arising from the grant of trade credit in the ordinary course of business, and Investments received in satisfaction or partial satisfaction thereof from financially troubled account debtors and other credits to suppliers in the ordinary course of business;

     (e) Investments consisting of Liens, Indebtedness, Dispositions and Restricted Payments permitted under Section 7.1, 7.3, 7.5 and 7.6, respectively;

     (f) Investments existing or contemplated on the Amendment No. 1 Effective Date (including those in the Brazilian Joint Venture) and set forth on Schedule 7.2 and any modification, replacement, renewal or extension thereof; provided that the amount of the original Investment is not increased except by the terms of such Investment or as otherwise permitted by this Section 7.2;

     (g) promissory notes and other noncash consideration received in connection with Dispositions permitted by Section 7.5;

     (h) the purchase or other acquisition of all or substantially all of the property and assets or business of, any Person or of assets constituting a business unit, a line of business or division of such Person, or of more than 50% of the Equity Interests in a Person that, upon the consummation thereof, will be owned directly by FNIS or one or more of its wholly owned Subsidiaries (including as a result of a merger or consolidation); provided that, with respect to each purchase or other acquisition made pursuant to this Section 7.2(h) (each, a “ Permitted Acquisition ”):

     (i) FNIS and any such newly created or acquired Subsidiary shall, or will within the times specified therein, have complied with the requirements of Section 6.11 or Section 6.12, as the case may be;

     (ii) any Indebtedness incurred in connection with such acquisition by FNIS or any Restricted Subsidiary shall be permitted by Section 7.3;

     (iii) (A) immediately before and immediately after giving Pro Forma Effect to any such purchase or other acquisition, no Event of Default shall have occurred and be continuing and (B) immediately after giving effect to such purchase or other acquisition, FNIS shall be in Pro Forma Compliance with all of the covenants set forth in Section 7.10, in each case such compliance to be determined on the basis of the financial information most recently delivered to the Administrative Agent and the Lenders (either pursuant to Section 6.1(a) or (b) or in any subsequent delivery of financial information by FNIS or the Borrower to the Administrative Agent prior to such purchase or other acquisition) as though such purchase or other acquisition had been consummated as of the first day of the fiscal period covered thereby and, with respect to each such purchase or other acquisition having total consideration in excess of $100,000,000, evidenced by a certificate from the chief financial officer (or other equivalent officer) of FNIS or the Borrower demonstrating such compliance calculation in reasonable detail;

     (iv) if the total consideration of such Permitted Acquisition exceeds $100,000,000, FNIS or the Borrower shall have delivered to the Administrative Agent, on behalf of the Lenders, no later than five Business Days after the date on which any such purchase or other acquisition is consummated, a certificate of a Responsible Officer, in form and substance reasonably satisfactory to the Administrative Agent, certifying that all of the requirements set forth in this Section 7.2(h) have been satisfied or will be satisfied on or prior to the consummation of such purchase or other acquisition; and

     (v) such purchase or other acquisition was approved by the board of the directors (or other applicable governing body) of the Person being acquired;

     (i) Investments (including debt obligations and Equity Interests) received in connection with the bankruptcy or reorganization of any Person and in settlement of obligations of, or other disputes with, any Person arising in the ordinary course of business and upon foreclosure with respect to any secured Investment or other transfer of title with respect to any secured Investment;

     (j) Investments and transfers of funds among the Consolidated Companies that are made in accordance with the Cash Management Practices;

     (k) advances of payroll payments to employees in the ordinary course of business;

     (l) Guarantees by a Restricted Company of leases (other than Capitalized Leases) entered into in the ordinary course of business;

     (m) Investments in the ordinary course consisting of endorsements for collection or deposit;

     (n) Investments by Restricted Companies in Unrestricted Subsidiaries after the Amendment No. 1 Effective Date (it being understood and agreed that the book value of the assets of an Unrestricted Subsidiary other than any Securitization Vehicle at the time of its designation as such pursuant to Section 6.13 shall be deemed to be an Investment made in such Unrestricted Subsidiary in an amount equal to such book value, but if such Unrestricted Subsidiary is not wholly-owned by the Restricted Companies, only an amount proportional to such Restricted Companies’ ownership therein shall be included in this calculation) in an aggregate amount for all such Investments (less an amount equal to the book value of all Unrestricted Subsidiaries other than any Securitization Vehicle that, after the Amendment No. 1 Effective Date, are redesignated by FNIS to be Restricted Subsidiaries, calculated as of the date of such redesignation) not to exceed for all Unrestricted Subsidiaries (other than Securitization Vehicles), at the time such Investment is made and after giving effect to such Investment, the sum of (i) an amount equal to 5% of the Total Consolidated Assets as of such time (net of any Investment made pursuant to Section 7.2(c)(iv)(B)), plus (ii) the aggregate amount of any cash repayment of or return on such Investments theretofore received by Restricted Companies after the Amendment No. 1 Effective Date;

     (o) Investments consisting of Swap Contracts entered into in the ordinary course of business and not for speculative purposes;

     (p) Investments of funds held by the Exchange Companies for the benefit of their customers in connection with their like-kind-exchange operations;

     (q) any Investment in a Securitization Vehicle or any Investment by a Securitization Vehicle in any other Person in connection with a Securitization Financing permitted by Section 7.3(v), including Investments of funds held in accounts permitted or required by the arrangements governing the Securitization Financing or any related Indebtedness; provided that any Investment in a Securitization Vehicle is in the form of a purchase money note, contribution of additional Securitization Assets or equity investments; and

     (r) so long as immediately after giving effect to any such Investment, no Event of Default has occurred and is continuing, other Investments in an aggregate amount for all such Investments (calculated using the actual amount of such Investments as funded by the Restricted Companies) not to exceed at any time the sum of (i) $250,000,000 and (ii) the aggregate amount of any cash repayment of or return on such Investments theretofore received by the Restricted Companies.

     7.3 Indebtedness . Create, incur, assume or suffer to exist any Indebtedness, except:

     (a) Permitted Subordinated Indebtedness;

     (b) (i) Indebtedness of the Loan Parties under the Loan Documents and (ii) Indebtedness of FNIS and any of its Restricted Subsidiaries under the FNIS Loan Documents and any Permitted Refinancing thereof;

     (c) Indebtedness outstanding on the Amendment No. 1 Effective Date and listed on Schedule 7.3 and any Permitted Refinancing thereof;

     (d) Guarantees by a Restricted Company in respect of Indebtedness of another Restricted Company otherwise permitted hereunder; provided that (x) no Guarantee by any Restricted Company (other than the Borrower) of any Permitted Subordinated Indebtedness (or any Permitted Refinancing thereof) shall be permitted unless such Restricted Company shall have also provided a Guarantee of the Obligations substantially on the terms set forth in Section 2 of the Guarantee and Collateral Agreement in accordance with Section 6.11 or the FNIS Loan Party Guaranty in accordance with Section 6.12 and (y) if the Indebtedness being Guaranteed is subordinated to the Obligations, such Guarantee shall be subordinated to the Guarantee of the Obligations on terms at least as favorable to the Lenders as those contained in the subordination of such Indebtedness;

     (e) Indebtedness of a Restricted Company that constitutes an Investment permitted by Section 7.2;

     (f) (i) Indebtedness incurred in the ordinary course of business by the Exchange Companies in connection with “1031 exchange” transactions under Section 1031 of the Code (or regulations promulgated thereunder, including Revenue Procedure 2000-37) that is limited in recourse to the properties (real or personal) which are the subject of such “1031 exchange” transactions and (ii) Indebtedness incurred in the ordinary course of business by the Leasing Companies in connection with their leasing business that is limited in recourse to the assets being financed by such Indebtedness (collectively, the “ Specified Non-Recourse Indebtedness ”);

     (g) Indebtedness of Foreign Subsidiaries of FNIS;

     (h) Indebtedness of a Restricted Company assumed in connection with any Permitted Acquisition and not incurred in contemplation thereof, and any Permitted Refinancing thereof;

     (i) Indebtedness incurred by any Restricted Company representing deferred compensation to employees of a Restricted Company incurred in the ordinary course of business;

     (j) Indebtedness consisting of promissory notes issued by any Restricted Company to future, present or former directors, officers, members of management, employees or consultants of FNIS or any of its Subsidiaries or their respective estates, heirs, family members, spouses or former spouses to finance the purchase or redemption of Equity Interests of FNIS permitted by Section 7.6;

     (k) Indebtedness incurred by a Restricted Company in a Permitted Acquisition or Disposition under agreements providing for indemnification, the adjustment of the purchase price or similar adjustments;

     (l) Indebtedness consisting of obligations of any Restricted Company under deferred compensation or other similar arrangements incurred by such Person in connection with Permitted Acquisitions;

     (m) Indebtedness (including intercompany Indebtedness among the Consolidated Companies) in respect of the Cash Management Practices;

     (n) obligations of the Consolidated Companies with respect to liabilities arising from the Vault Cash Operations;

     (o) Indebtedness consisting of (i) the financing of insurance premiums or (ii) take-or-pay obligations of a Restricted Company contained in supply arrangements, in each case, in the ordinary course of business;

     (p) Indebtedness incurred by a Restricted Company constituting reimbursement obligations with respect to letters of credit issued in the ordinary course of business in respect of workers compensation claims, health, disability or other employee benefits or property, casualty or liability insurance or self-insurance or other Indebtedness with respect to such similar reimbursement-type obligations; provided that upon the drawing of such letters of credit or the incurrence of such Indebtedness, such obligations are reimbursed within 30 days following such drawing or incurrence;

     (q) obligations in respect of bid, performance, stay, customs, appeal and surety bonds and performance and completion guarantees provided by a

Restricted Company or obligations in respect of letters of credit related thereto, in each case in the ordinary course of business or consistent with past practice;

     (r) Guarantees by FNIS of Indebtedness permitted under this Section 7.3;

     (s) Indebtedness in respect of Swap Contracts entered into in the ordinary course of business and not for speculative purposes;

     (t) Indebtedness in respect of any letter of credit or bankers’ acceptance supporting trade payables, warehouse receipts or similar facilities entered into in the ordinary course of business;

     (u) Indebtedness incurred in the ordinary course of business in connection with relocation service transactions and secured by the properties which are the subject of such transactions;

     (v) Indebtedness incurred in connection with a receivables securitization transaction involving the Restricted Companies and a Securitization Vehicle (a “ Securitization Financing ”); provided that (i) such Indebtedness when incurred shall not exceed 100% of the cost or fair market value, whichever is lower, of the property being acquired on the date of acquisition, (ii) such Indebtedness is created and any Lien attaches to such property concurrently with or within forty-five (45) days of the acquisition thereof, and (iii) such Lien does not at any time encumber any property other than the property financed by such Indebtedness;

     (w) Indebtedness (i) of the type described in clause (e) of the definition thereof subject to Liens permitted under Section 7.1 or (ii) secured by Liens permitted under Sections 7.1(e)(ii), 7.1(e)(iii), 7.1(f), or 7.1(r);

     (x) other Indebtedness of Restricted Companies in an aggregate principal amount not to exceed the greater of (i) 10% of Total Consolidated Assets and (ii) $300,000,000 at any time outstanding; and

     (y) all premiums (if any), interest (including post-petition interest), fees, expenses, charges and additional or contingent interest on obligations described in clauses (a) through (x) above;

provided that at the time of incurrence or assumption of any Specified Debt described below, after giving effect to such Specified Debt, the aggregate principal amount of all Specified Debt shall not exceed the greater of $500,000,000 and 15% of Consolidated Shareholders’ Equity (the test set forth in this proviso is referred to herein as the “ Specified Debt Test ”). For purposes hereof, “ Specified Debt ” means, without duplication, (A) any Indebtedness of a Loan Party that is secured by Liens permitted to exist in reliance on any of clauses

(a)(i), (n), (p) or (w) of Section 7.1 and (B) (1) any Indebtedness of a Restricted Subsidiary that is not a Loan Party that is permitted to exist in reliance on any of clauses (g), (h), (w)(i) (but only if the Liens securing such Indebtedness are permitted to exist in reliance on any of clauses (n), (p) or (w) of Section 7.1) or (x) of this Section 7.3 (the “ Included Debt ”) and (2) any Guarantee of Included Debt permitted by this Section 7.3.

     7.4 [ Intentionally Omitted ].

     7.5 Disposition of Property . Make any Disposition of any of its property to Persons that are not Restricted Companies except:

     (a) Dispositions of obsolete, used, surplus or worn out property, whether now owned or hereafter acquired, in the ordinary course of business and Dispositions of property no longer used or useful in the conduct of the business of the Restricted Companies;

     (b) Dispositions of inventory in the ordinary course of business;

     (c) Dispositions of property to the extent that (z) such property is exchanged for credit against the purchase price of similar replacement property or (aa) the proceeds of such Disposition are promptly applied to the purchase price of such replacement property;

     (d) Dispositions pursuant to and in accordance with the Cash Management Practices and in connection with the Vault Cash Operations;

     (e) Dispositions permitted by Sections 7.2 and 7.6 and Liens permitted by Section 7.1;

     (f) Dispositions by any Restricted Company of property pursuant to sale-leaseback transactions; provided that (i) the fair market value of all property so Disposed of shall not exceed $100,000,000 from and after September 12, 2007 and (ii) the purchase price for such property shall be paid to such Restricted Company for not less than 75% cash consideration;

     (g) Dispositions of cash and Cash Equivalents;

     (h) Dispositions of accounts receivable in connection with the collection or compromise thereof;

     (i) leases, subleases, licenses or sublicenses of property in the ordinary course of business and which do not materially interfere with the business of the Restricted Companies;

     (j) transfers of property subject to Casualty Events upon receipt of the Net Cash Proceeds of such Casualty Event;

     (k) Dispositions in the ordinary course of business consisting of the abandonment of intellectual property rights which, in the reasonable good faith determination of FNIS, are not material to the conduct of the business of the Restricted Companies;

     (l) Dispositions of Investments in Joint Ventures to the extent required by, or made pursuant to buy/sell arrangements between the joint venture parties set forth in, joint venture arrangements and similar binding arrangements (i) in substantially the form as such arrangements are in effect on the Amendment No. 1 Effective Date or (ii) to the extent that the Net Cash Proceeds of such Disposition are either reinvested or applied to prepay loans pursuant to Section 2.06(b) of the FNIS Credit Agreement or Section 2.11(b) hereof;

     (m) Dispositions of property to an Unrestricted Subsidiary; provided that to the extent constituting an Investment, such Investment must be an Investment permitted by Section 7.2;

     (n) Dispositions of real property and related assets in the ordinary course of business in connection with relocation activities for directors, officers, members of management, employees or consultants of the Restricted Companies;

     (o) Dispositions of tangible property in the ordinary course of business as part of a like-kind exchange under Section 1031 of the Code;

     (p) voluntary terminations of Swap Contracts;

     (q) Dispositions of Unrestricted Subsidiaries;

     (r) Dispositions of Securitization Assets (or a fractional undivided interest therein) in a Securitization Financing permitted under Section 7.3(v); provided that no Group Member shall be permitted to Dispose of its accounts receivable or any related assets to the FNIS Securitization Vehicle in respect of the FNIS A/R Securitization Facility (each, as defined in Amendment No. 1) prior to payment in full of all Obligations hereunder; and

     (s) Dispositions of property not otherwise permitted under this Section 7.5 by a Restricted Company to Persons that are not Affiliates of the Loan Parties; provided that (i) such Disposition is made in good faith on an arms’ length basis and (ii) the Net Cash Proceeds of such Disposition are either reinvested or applied to prepay loans pursuant to Section 2.06(b) of the FNIS Credit Agreement or Section 2.11(b) hereof.

     7.6 Restricted Payments . Declare or make, directly or indirectly, any Restricted Payment, except:

     (a) each Restricted Subsidiary may make Restricted Payments to any other Restricted Company (and, in the case of a Restricted Payment by a non-wholly owned Restricted Subsidiary, to (i) any other Restricted Company and (ii) each other owner of Equity Interests of such Restricted Subsidiary based on their relative ownership interests);

     (b) any Restricted Company may declare and make dividend payments or other distributions payable solely in the Equity Interests (other than Disqualified Equity Interests) of such Person;

     (c) so long as no Event of Default shall have occurred and be continuing or would result therefrom, FNIS may make Restricted Payments;

     (d) to the extent constituting Restricted Payments, FNIS and its Restricted Subsidiaries may enter into transactions expressly permitted by Section 7.5 and 7.8;

     (e) repurchases of Equity Interests deemed to occur upon exercise of stock options or warrants if such Equity Interests represent a portion of the exercise price of such options or warrants; and

     (f) FNIS may make cash payments in lieu of issuing fractional shares in connection with the exercise of warrants, options or other securities convertible into or exchangeable for Equity Interests of FNIS and its Restricted Companies.

     7.7 [ Intentionally Omitted ].

     7.8 Transaction with Affiliates . Enter into any transaction of any kind with any Affiliate of the Borrower, whether or not in the ordinary course of business, other than (a) transactions among the Restricted Companies, (b) on fair and reasonable terms substantially as favorable to a Restricted Company as would be obtainable by such Restricted Company at the time in a comparable arm’s-length transaction with a Person other than an Affiliate, (c) the payment of fees and expenses in connection with the consummation of the FNIS Merger, (d) [intentionally omitted], (e) loans and other transactions by FNIS and its Restricted Subsidiaries to the extent permitted under this Section 7, (f) customary fees payable to any directors of FNIS and reimbursement of reasonable out of pocket costs of the directors of FNIS, (g) employment and severance arrangements between any Restricted Company and their officers and employees in the ordinary course of business, (h) payments by any Restricted Company pursuant to the tax sharing agreements among FNIS and its Subsidiaries on customary terms, (i) the payment of customary fees and indemnities to directors, officers and employees

of FNIS and its Subsidiaries in the ordinary course of business, (j) transactions pursuant to agreements in existence on the Amendment No. 1 Effective Date and set forth on Schedule 7.8 or any amendment thereto to the extent such an amendment is not adverse to the Lenders in any material respect, (k) Restricted Payments permitted under Section 7.6, (l) any transaction with a Securitization Vehicle as part of a Securitization Financing permitted under Section 7.3(v), and (m) transactions engaged in by Restricted Companies with Unrestricted Subsidiaries in good faith to effect (i) the Cash Management Practices and Vault Cash Operations, (ii) the operations, governance, administration and corporate overhead of the Consolidated Companies and (iii) the tax management of the Consolidated Companies. For the purposes of this Section 7.8, (x) each Unrestricted Subsidiary shall be deemed to be an Affiliate of each Restricted Company and (y) neither Fidelity National Financial, Inc., a Delaware corporation, nor Lender Processing Services, Inc., a Delaware corporation, nor any of their respective direct or indirect Subsidiaries, shall be deemed to be an Affiliate of the Restricted Companies solely due to overlapping officers or directors.

     7.9 Burdensome Agreements . Enter into or permit to exist any Contractual Obligation (other than this Agreement or any other Loan Document) that limits the ability of any Restricted Subsidiary to make Restricted Payments to any Loan Party or to otherwise transfer property to or invest in any Loan Party, provided that the foregoing shall not apply to Contractual Obligations which (i) (x) exist on the Amendment No. 1 Effective Date and (to the extent not otherwise permitted by this Section 7.9) are listed on Schedule 7.9 hereto and (y) to the extent Contractual Obligations permitted by clause (x) are set forth in an agreement evidencing Indebtedness, are set forth in any agreement evidencing any permitted renewal, extension or refinancing of such Indebtedness so long as such renewal, extension or refinancing does not expand the scope of such restrictions that are contained in such Contractual Obligation, (ii) are binding on a Restricted Subsidiary at the time such Restricted Subsidiary first becomes a Restricted Subsidiary, so long as such Contractual Obligations were not entered into solely in contemplation of such Person becoming a Restricted Subsidiary, (iii) arise in connection with any Disposition permitted by Section 7.5, (iv) are customary provisions in joint venture agreements and other similar agreements applicable to Joint Ventures permitted under Section 7.2 and applicable solely to such Joint Venture entered into in the ordinary course of business, (v) are negative pledges in favor of any holder of Indebtedness permitted under Section 7.3 but solely to the extent any negative pledge relates to the property financed by or the subject of such Indebtedness, (vi) are customary restrictions on leases, subleases, licenses or asset sale agreements otherwise permitted hereby so long as such restrictions may relate to the assets subject thereto, (vii) are customary provisions restricting subletting or assignment of any lease governing a leasehold interest, or

(viii) are customary provisions restricting assignment or transfer of any agreement entered into in the ordinary course of business.

     7.10 Financial Covenants . (a) Maximum Leverage Ratio . Permit the Leverage Ratio as of the end of any fiscal quarter of FNIS set forth below to be greater than the ratio set forth below opposite the applicable period ending date:

     (b)  Minimum Interest Coverage Ratio . Permit the Interest Coverage Ratio as of the end of any fiscal quarter of FNIS set forth below to be less than the ratio set forth below opposite the applicable period ending date:

     7.11 Prepayments, Etc. of Indebtedness . Prepay, redeem, purchase, defease or otherwise satisfy prior to the scheduled maturity thereof in any manner (it being understood that payments of regularly scheduled interest shall be permitted) any Permitted Subordinated Indebtedness or make any payment in violation of any subordination terms of any Permitted Subordinated Indebtedness, except (i) the refinancing thereof with the Net Cash Proceeds of any Permitted Subordinated Indebtedness or with the proceeds of any issuance of Equity Interests (other than Disqualified Equity Interests) of any Consolidated Company, (ii) the conversion of any Permitted Subordinated Indebtedness to Equity Interests (other than Disqualified Equity Interests) and (iii) so long as no Event of Default has occurred and is continuing or would result therefrom, prepayments, redemptions or repurchases of Permitted Subordinated Indebtedness if after giving effect to such prepayment, redemption or repurchase, the Leverage Ratio, calculated on a Pro Forma Basis, shall not be greater than 3.25:1 (and, in the case of any such prepayment, redemption or repurchase pursuant to this clause (iii) in respect of aggregate principal amounts exceeding $25,000,000 in any fiscal year, evidenced by a certificate from a Responsible Officer of the Borrower or FNIS demonstrating such compliance calculation in reasonable detail).

ANNEX C TO
AMENDMENT NO. 1

SECTION 8. Events of Default

     (a)  Non-Payment . Any Restricted Company fails to pay (i) when due, any amount of principal of any Loan, or (ii) within five Business Days after the same becomes due, any interest on any Loan or any other amount payable hereunder or with respect to any other Loan Document; or

     (b)  Specific Covenants . Any Restricted Company fails to perform or observe any term, covenant or agreement contained in any of Section 6.3(a), 6.5(a) (solely with respect to the Borrower) or Section 7 of this Agreement, or Section 5.7(b) of the Guarantee and Collateral Agreement; or

     (c)  Other Defaults . Any Restricted Company fails to perform or observe any other term, covenant or agreement (not specified in paragraphs (a) or (b) above) contained in any Loan Document on its part to be performed or observed and such failure continues for 30 days after notice thereof by the Administrative Agent to the Borrower; or

     (d)  Representations and Warranties. Any representation, warranty, certification or statement of fact made or deemed made by or on behalf of any Restricted Company herein, in any other Loan Document, or in any document required to be delivered in connection herewith or therewith shall be incorrect or misleading in any material and adverse respect when made or deemed made; or

     (e)  Cross-Default. Any Material Company (i) fails to make any payment after the applicable grace period with respect thereto, if any, (whether by scheduled maturity, required prepayment, acceleration, demand, or otherwise) in respect of any Indebtedness (other than Indebtedness hereunder and Indebtedness owed by one Restricted Company to another Restricted Company) having an aggregate outstanding principal amount of not less than the Threshold Amount or (ii) fails to observe or perform any other agreement or condition relating to any such Indebtedness, or any other event occurs, the effect of which default or other event is to cause, or to permit the holder or holders of such Indebtedness (or a trustee or agent on behalf of such holder or holders or beneficiary or beneficiaries) to cause, with the giving of notice if required, (x) such Indebtedness to become due or to be repurchased, prepaid, defeased or redeemed (automatically or otherwise), or (y) a mandatory offer to repurchase, prepay, defease or redeem such Indebtedness to be made, prior to its stated maturity; provided that this clause (e)(ii) shall not apply to secured Indebtedness that becomes due as a result of the voluntary sale or transfer of the property or assets securing such

Indebtedness, if such sale or transfer is permitted hereunder and under the documents providing for such Indebtedness; or

     (f)  Insolvency Proceedings, Etc. Any Material Company institutes or consents to the institution of any proceeding under any Debtor Relief Law, or makes an assignment for the benefit of creditors; or applies for or consents to the appointment of any receiver, trustee, custodian, conservator, liquidator, rehabilitator, administrator, administrative receiver or similar officer for it or for all or any material part of its property; or any receiver, trustee, custodian, conservator, liquidator, rehabilitator, administrator, administrative receiver or similar officer is appointed without the application or consent of such Person and the appointment continues undischarged or unstayed for 60 calendar days; or any proceeding under any Debtor Relief Law relating to any such Person or to all or any material part of its property is instituted without the consent of such Person and continues undismissed or unstayed for 60 calendar days, or an order for relief is entered in any such proceeding; or

     (g)  Inability to Pay Debts ; Attachment. (i) Any Material Company becomes unable or admits in writing its inability or fails generally to pay its debts as they become due, or (ii) any writ or warrant of attachment or execution or similar process is issued or levied against all or any material part of the property of any Material Company in an amount exceeding the Threshold Amount and is not paid, released, vacated or fully bonded within 60 days after its issue or levy; or

     (h)  Judgments. There is entered against any Material Company a final judgment or order for the payment of money in an aggregate amount exceeding the Threshold Amount (to the extent not covered by independent third-party insurance as to which the insurer has been notified of such judgment or order and does not deny coverage) and there is a period of 60 consecutive days during which such judgment has not been paid and during which a stay of enforcement of such judgment, by reason of a pending appeal or otherwise, is not in effect; or

     (i)  ERISA. (i) An ERISA Event occurs with respect to a Pension Plan or Multiemployer Plan which has resulted or could reasonably be expected to result in liability of FNIS under Title IV of ERISA to the Pension Plan, Multiemployer Plan or the PBGC in an aggregate amount which would reasonably be expected to result in a Material Adverse Effect, or (ii) FNIS or any ERISA Affiliate fails to pay when due, after the expiration of any applicable grace period, any installment payment with respect to its withdrawal liability under Section 4201 of ERISA under a Multiemployer Plan in an aggregate amount which would reasonably be expected to result in a Material Adverse Effect; or

     (j) Change of Control. There occurs any Change of Control; or

     (k)  Collateral Documents . Any Security Document after delivery thereof pursuant to this Agreement shall for any reason (other than pursuant to the terms thereof including as a result of a transaction permitted under Section 7.5) cease to create a valid and perfected first priority Lien on and security interest in any material portion of the Collateral, subject to Liens permitted under Section 7.1, or any Loan Party shall assert in writing such invalidity or lack of perfection or priority (other than in an informational notice delivered to the Administrative Agent), except to the extent that any loss of perfection or priority results from the failure of the Administrative Agent to maintain possession of certificates or other possessory collateral actually delivered to it representing securities or other collateral pledged under the Security Documents or to file Uniform Commercial Code financing statements, continuation statements, filings regarding intellectual property rights, or equivalent filings and except, as to Collateral consisting of real property, to the extent that such losses are covered by a lender’s title insurance policy insured by a solvent insurer and such insurer has not denied or disclaimed in writing that such losses are covered by such title insurance policy; or

     (l)  Guarantees . The guarantee contained in Section 2 of the Guarantee and Collateral Agreement or the FNIS Loan Party Guaranty shall cease, for any reason, to be in full force and effect or any Loan Party or any Affiliate of any Loan Party shall so assert (other than by reason of a release of any Guarantor pursuant to a designation or transaction that is permitted by the Credit Agreement).

ANNEX D TO
AMENDMENT NO. 1

Definition of “Material Adverse Effect” in FNIS Merger Agreement

     “ Material Adverse Effect ” means, with respect to FNIS, Holdings or FNIS Merger Sub (including, for purposes hereof, in its capacity as the surviving entity of its merger with Holdings), as the case may be, a material adverse effect on (A) the business, assets, properties, results of operations or condition (financial or otherwise) of such party and its Subsidiaries taken as a whole (provided, however, that, with respect to this clause (A), Material Adverse Effect shall not be deemed to include effects to the extent resulting from (1) changes, after the date hereof, in GAAP (or any interpretation thereof) generally applicable to companies engaged in the industries in which Holdings and FNIS operate, (2) changes, after the date hereof, in Laws of general applicability or interpretations or enforcement thereof by any court, administrative agency or commission or other governmental authority or instrumentality, domestic or foreign, or applicable self-regulatory organization, (3) actions or omissions of FNIS or FNIS Merger Sub, on the one hand, or Holdings, on the other hand, taken with the prior written consent of the other or expressly required hereunder, including the impact thereof on relationships (contractual or otherwise) with customers, suppliers, vendors, lenders, employees, investors or venture partners, (4) changes, after the date hereof, in general economic or market conditions (including conditions of the securities and credit markets) generally affecting companies engaged in the industries in which Holdings and FNIS operate, except to the extent that such changes have a disproportionate adverse effect on such party relative to other participants in the same industries, (5) the execution or public disclosure of the FNIS Merger Agreement or the transactions contemplated thereby, including the directly attributable impact thereof on relationships (contractual or otherwise) with customers, suppliers, vendors, lenders, employees, investors or venture partners, (6) acts of war, armed hostilities or terrorism or any escalation or worsening thereof, except to the extent that such events have a disproportionate adverse effect on such party relative to other participants in the industries in which Holdings and FNIS operate, (7) changes in the price or trading volume of the stock of Holdings or FNIS, as applicable, in and of itself (provided that events, circumstances and conditions underlying any such change may nonetheless be considered in determining whether a Material Adverse Effect has occurred), or (8) any failure by Holdings or FNIS, as applicable, to meet any projections or forecasts for any period ending (or for which revenues or earnings are released) on or after the date hereof (provided that events, circumstances and conditions underlying any such failure may nonetheless be considered in determining whether a Material Adverse Effect has occurred), or (B) the ability of

such party to timely consummate the transactions contemplated by the FNIS Merger Agreement.

ANNEX E TO
AMENDMENT NO. 1

Representations and Warranties of FNIS

     FNIS represents and warrants to the Administrative Agent and the Lenders that:

     1.  Existence, Qualifications And Power; Compliance With Laws. Each Restricted Company (a) is a Person, validly existing and in good standing under the Laws of the jurisdiction of its organization, (b) has all requisite power and authority to (i) own or lease its assets and carry on its business and (ii) execute, deliver and perform its obligations under the Loan Documents to which it is a party, (c) is duly qualified and in good standing under the Laws of each jurisdiction where its ownership, lease or operation of properties or the conduct of its business requires such qualification, (d) is in compliance with all Laws (including, without limitation, Environmental Laws), orders, writs and injunctions, and (e) has all requisite governmental licenses, authorizations, consents and approvals to operate its business as currently conducted; except in each case referred to in clauses (a) (other than with respect to the Borrower), (c), (d) or (e), to the extent that failure to do so could not reasonably be expected to have a Material Adverse Effect.

     2.  Authorization; No Contravention. The execution, delivery and performance by each Loan Party of each Loan Document to which such Person is a party are (a) within such Loan Party’s corporate or other powers, (b) have been duly authorized by all necessary corporate, shareholder or other organizational action, and (c) do not and will not (i) contravene the terms of (A) any of such Person’s Organization Documents or (B) the FNIS Loan Documents, (ii) conflict with or result in any breach or contravention of, or the creation of any Lien under (other than as permitted by Section 7.1), or require any payment to be made under, (A) any documentation governing any Permitted Subordinated Indebtedness, (B) any other Contractual Obligation to which such Person is a party or affecting such Person or the properties of such Person or any of its Subsidiaries or (C) any order, injunction, writ or decree, of or with any Governmental Authority or any arbitral award to which such Person or its property is subject, or (iii) violate, in any material respect, any Law; except with respect to any conflict, breach or contravention or payment (but not creation of Liens) referred to in clause (ii) to the extent that such conflict, breach, contravention or payment could not reasonably be expected to have a Material Adverse Effect.

     3.  Governmental Authorization; Other Consents. No material approval, consent, exemption, authorization, or other action by, or notice to, or filing with, any Governmental Authority or any other Person is necessary or required to be made or obtained by any Loan Party in connection with (a) the execution, delivery or performance by any Loan Party of any Loan Document, (b) the grant by any Loan Party of the Liens

granted by it pursuant to the Security Documents, (c) the perfection or maintenance of the Liens created under the Security Documents (including the priority thereof) or (d) the exercise by the Administrative Agent or any Lender of its rights under the Loan Documents or the remedies in respect of the Collateral pursuant to the Security Documents, except for (i) filings necessary to perfect the Liens on the Collateral granted by the Loan Parties in favor of the Secured Parties, (ii) the approvals, consents, exemptions, authorizations, actions, notices and filings which have been duly obtained, taken, given or made and are in full force, (iii) those approvals, consents, exemptions, authorizations, actions, notices or filings described in the Guarantee and Collateral Agreement and (iv) those approvals, consents, exemptions, authorizations, actions, notices or filings, the failure of which to obtain or make could not reasonably be expected to have a Material Adverse Effect.

     4.  Binding Effect. Each Loan Document has been duly executed and delivered by each Loan Party that is party thereto. Each Loan Document constitutes a legal, valid and binding obligation of each Loan Party that is a party thereto, enforceable against such Loan Party 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.

     5.  Financial Statements; No Material Adverse Effect. (a) The (i) audited consolidated balance sheet of FNIS and its Subsidiaries for the fiscal year ended December 31, 2008, and the related consolidated statements of income, shareholders’ equity and cash flows for such fiscal year of FNIS and its Subsidiaries, including the notes thereto and (ii) unaudited consolidated balance sheet of FNIS and its Subsidiaries dated March 31, 2009, and the related consolidated statements of income, shareholders’ equity and cash flows for the one fiscal quarter period ended on such date fairly present in all material respects the financial condition of FNIS and its Subsidiaries as of the date thereof and their results of operations and cash flows for the period covered thereby in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein (and, with respect to unaudited financial statements, the absence of footnotes and subject to such adjustments as would be made in connection with the audit of financial statements for the relevant period).

     (b) Since December 31, 2008, there has been no change, effect, event or, occurrence that has had or would reasonably be expected to have a Material Adverse Effect.

     (c) The forecasts prepared by management of FNIS of consolidated balance sheets, income statements and cash flow statements for each fiscal quarter of 2009 and 2010 ended after the Amendment No. 1 Effective Date and for each fiscal year ending on December 31, 2009 through the fiscal year ending on December 31, 2013, copies of which have been furnished to the Administrative Agent and the Lenders prior to the Amendment No. 1 Effective Date, have been prepared in good faith based upon assumptions believed in good faith by FNIS to be reasonable in light of conditions existing at the time of

preparation, it being understood that (i) such forecasts, as to future events, are not to be viewed as facts, that actual results during the period or periods covered by any such forecasts may differ significantly from the forecasted results and that such differences may be material and that such forecasts are not a guarantee of financial performance and (ii) no representation is made with respect to information of a general economic or general industry nature.

     6.  Litigation. There are no actions, suits, proceedings, claims or disputes pending or, to the knowledge of FNIS, threatened in writing, at law, in equity, in arbitration or before any Governmental Authority, by or against FNIS or any of its Restricted Subsidiaries or against any of their properties or revenues that either individually or in the aggregate, would reasonably be expected to have a Material Adverse Effect.

     7.  Ownership of Property; Liens. Each Loan Party and each of its Restricted Subsidiaries has good record and marketable title in fee simple to, or valid leasehold interests in, or easements or other limited property interests in, all real property necessary in the ordinary conduct of its business, free and clear of all Liens except for minor defects in title that do not materially interfere with its ability to conduct its business or to utilize such assets for their intended purposes and Liens permitted by Section 7.1 and except where the failure to have such title or the existence of such Lien could not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect.

     8.  Taxes. FNIS and its Subsidiaries have filed all Federal and material state and other tax returns and reports required to be filed, and have paid all Federal and material state and other taxes, assessments, fees and other governmental charges levied or imposed upon them or their properties, income or assets otherwise due and payable, except those (a) which are not overdue by more than 30 days, (b) which are being contested in good faith by appropriate proceedings diligently conducted and for which adequate reserves have been provided in accordance with GAAP or (c) with respect to which the failure to make such filing or payment could not reasonably be expected to have a Material Adverse Effect.

     9.  ERISA Compliance. (a) Each Plan is in compliance in all material respects with the applicable provisions of ERISA and the Code except to the extent that non-compliance could not reasonably be expected to have a Material Adverse Effect. In the preceding five years, each Loan Party and each ERISA Affiliate have made all required contributions to each Pension Plan subject to Section 412 of the Code, and in the preceding five years, no application for a funding waiver or an extension of any amortization period pursuant to Section 412 of the Code has been made with respect to any Plan, except to the extent a failure to make such contributions or application, as the case may be, could not reasonably be expected to have a Material Adverse Effect.

     (b) There are no pending or, to the knowledge of FNIS, threatened claims, actions or lawsuits, or action by any Governmental Authority, with respect to any Plan that

would reasonably be expected to have a Material Adverse Effect. There has been no prohibited transaction or violation of the fiduciary responsibility rules with respect to any Plan that has resulted or would reasonably be expected to result in a Material Adverse Effect.

     (c) (i) No ERISA Event has occurred or is reasonably expected to occur; (ii) no Pension Plan has an “accumulated funding deficiency” (as defined in Section 412 of the Code), whether or not waived, and no application for a waiver of the minimum funding standard has been filed with respect to any Pension Plan; (iii) none of FNIS nor any ERISA Affiliate has incurred, or reasonably expects to incur, any liability under Title IV of ERISA with respect to any Pension Plan (other than premiums not yet due or premiums due and not yet delinquent under Section 4007 of ERISA); (iv) none of FNIS nor any ERISA Affiliate has incurred, or reasonably expects to incur, any liability (and no event has occurred which, with the giving of notice under Section 4219 of ERISA, would result in such liability) under Sections 4201 or 4243 of ERISA with respect to a Multiemployer Plan; and (v) none of FNIS nor any ERISA Affiliate has engaged in a transaction that could be subject to Sections 4069 or 4212(c) of ERISA, except, with respect to each of the foregoing clauses of this Section 5.10(c), as could not reasonably be expected, individually or in the aggregate, to result in a Material Adverse Effect.

     10.  Subsidiaries; Equity Interests. As of the Amendment No. 1 Effective Date (after giving effect to the FNIS Merger), Schedule 4.15 (i) sets forth the name and jurisdiction of organization of each Subsidiary of FNIS (other than Subsidiaries that in the aggregate represent less than the greater of (x) 5% of the Total Consolidated Assets and (y) 5% of the Consolidated EBITDA of FNIS and its Consolidated Subsidiaries) and (ii) sets forth the ownership interest of FNIS and any other Subsidiary in each such Subsidiary, including the percentage of such ownership.

     11.  Disclosure. No report, financial statement, certificate or other written information furnished by or on behalf of any Loan Party to any Agent or any Lender in connection with the transactions contemplated hereby and the negotiation of the Credit Agreement or delivered thereunder or any other Loan Document (as modified or supplemented by other information so furnished) when taken as a whole (and considered together with all information publicly disclosed by the Consolidated Companies) contains any material misstatement of fact or omits to state any material fact necessary to make the statements therein, in the light of the circumstances under and at the time which they were made, not materially misleading; provided that, with respect to financial estimates, projected or forecasted financial information and other forward-looking information, FNIS represents and warrants only that such information was prepared in good faith based upon assumptions believed by FNIS to be reasonable in light of conditions existing at the time of preparation; it being understood that (A) such projections and forecasts, as to future events, are not to be viewed as facts, that actual results during the period or periods covered by any such projections or forecasts may differ significantly from the projected or forecasted results and that such differences may be material and that such projections and

forecasts are not a guarantee of financial performance and (B) no representation is made with respect to information of a general economic or general industry nature.

     12.  Solvency. On the Amendment No. 1 Effective Date after giving effect to the FNIS Merger, the Amendment No. 1 and each of the other transactions contemplated to occur on the Amendment No. 1 Effective Date, FNIS and the Restricted Subsidiaries (taken as a whole) and Holdings and the Group Members (taken as a whole) are Solvent.

     13.  Perfection, Etc. All filings and other actions necessary to perfect and protect the Liens in the Collateral created under and in the manner contemplated by the Security Documents have been duly made or taken or otherwise provided for in the manner reasonably requested by the Administrative Agent and are in full force and effect, and the Security Documents create in favor of the Collateral Agent for the benefit of the Secured Parties a valid and, together with such filings and other actions, perfected first priority Lien in the Collateral, securing the payment of the Obligations, subject to Liens permitted by Section 7.1. The Loan Parties are the legal and beneficial owners of the Collateral free and clear of any Lien, except for the Liens created or permitted under the Loan Documents.

     For purposes hereof, “ Organization Documents ” means, (a) with respect to any corporation, the certificate or articles of incorporation and the bylaws (or equivalent or comparable constitutive documents with respect to any non-US. jurisdiction); (b) with respect to any limited liability company, the certificate or articles of formation or organization and operating agreement; and (c) with respect to any partnership, joint venture, trust or other form of business entity, the partnership, joint venture or other applicable agreement of formation or organization and any agreement, instrument, filing or notice with respect thereto filed in connection with its formation or organization with the applicable Governmental Authority in the jurisdiction of its formation or organization and, if applicable, any certificate or articles of formation or organization of such entity.

Governing Law and Submission to Jurisdiction:		State of New York.
Counsel to Agent:		Davis Polk & Wardwell.

ANNEX G TO
AMENDMENT NO. 1

[Form of FNIS Assignment Agreement]

Reference is made to the Credit Agreement, dated as of November 1, 2007 (as amended by Amendment No. 1 dated as of April 30, 2009 and effective as of [                      ], 2009 and as further amended, supplemented or otherwise modified from time to time, the “ Credit Agreement ”), among Metavante Technologies, Inc. (“ Holdings ”), Metavante Corporation (the “ Borrower ”), the Lenders party thereto, the Documentation Agents and Syndication Agent named therein and JPMorgan Chase Bank, N.A., as administrative agent for the Lenders (the “ Administrative Agent ” and, together with the Documentation Agents and the Syndication Agent, the “ Agents ”). Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement.

The Assignor identified on Schedule l hereto (the “ Assignor ”) and [FNIS Loan Purchaser] (the “ Assignee ”) agree as follows:

1. The Assignor hereby irrevocably sells and assigns to the Assignee without recourse to the Assignor, and the Assignee hereby irrevocably purchases and assumes from the Assignor without recourse to the Assignor, as of the Effective Date (as defined below), the interest described in Schedule 1 hereto (the “ Assigned Interest ”) in and to the Assignor’s rights and obligations under the Credit Agreement with respect to those credit facilities contained in the Credit Agreement as are set forth on Schedule 1 hereto (individually, an “ Assigned Facility ”; collectively, the “ Assigned Facilities ”), in a principal amount for each Assigned Facility as set forth on Schedule 1 hereto.

2. The Assignor (a) makes no representation or warranty and assumes no responsibility with respect to any statements, warranties or representations made in or in connection with the Credit Agreement or with respect to the execution, legality, validity, enforceability, genuineness, sufficiency or value of the Credit Agreement, any other Loan Document or any other instrument or document furnished pursuant thereto, other than that the Assignor is the legal and beneficial owner of the Assigned Interest and that it has not created any adverse claim upon the interest being assigned by it hereunder and that such interest is free and clear of any such adverse claim and (b) makes no representation or warranty and assumes no responsibility with respect to the financial condition of the Borrower, any of its Affiliates or any other obligor or the performance or observance by the Borrower, any of its Affiliates or any other obligor of any of their respective obligations under the Credit Agreement or any other Loan Document or any other instrument or document furnished pursuant hereto or thereto.

3. The Assignee (a) represents and warrants that it is legally authorized to enter into this Assignment Agreement, (b) confirms that it has received a copy of the Credit Agreement, together with copies of the financial statements delivered pursuant to Section 4.1 thereof and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Assignment Agreement and to purchase the Assigned Interest, (c) appoints and authorizes the Agents to take such action as agent on its behalf and to exercise such powers and discretion under the Credit Agreement, the other Loan Documents or any other instrument or document furnished pursuant hereto or thereto as are delegated to the Agents by the terms thereof, together with such powers as are incidental thereto, and (d) represents and warrants that it has no knowledge of any non-public information (other than information made available to the Lenders) that could reasonably be expected to be material to the Assignor’s decision to enter into this Assignment Agreement.

4. The effective date of this Assignment Agreement shall be the Effective Date of Assignment described in Schedule 1 hereto (the “ Effective Date ”). Following the execution of this Assignment Agreement, it will be delivered to the Administrative Agent for acceptance by it and recording by the Administrative Agent pursuant to the Credit Agreement, effective as of the Effective Date.

5. Upon such acceptance and recording, from and after the Effective Date, the Administrative Agent shall make all payments in respect of the Assigned Interest (including payments of principal, interest, fees and other amounts) to the Assignor for amounts which have accrued to the Effective Date. The Assignee acknowledges and agrees that no interest shall accrue with respect to the Assigned Interest from and after the Effective Date and immediately and simultaneously upon the effectiveness hereof, the Assigned Interest shall be deemed to have been cancelled and no longer outstanding for all purposes of the Credit Agreement and the other Loan Documents. The Assignee further acknowledges and agrees that it shall not obtain any rights as a Lender under the Credit Agreement or the other Loan Documents by virtue of the Assigned Interest. From and after the Effective Date, the Assignor shall, to the extent provided in this Assignment Agreement, relinquish its rights and be released from its obligations under the Credit Agreement.

6. This Assignment Agreement shall be governed by and construed in accordance with the laws of the State of New York.

IN WITNESS WHEREOF, the parties hereto have caused this Assignment Agreement to be executed as of the date first above written by their respective duly authorized officers on Schedule 1 hereto.

Schedule 1
to Assignment Agreement with respect to
the Credit Agreement, dated as of November 1, 2007, as amended
among Metavante Technologies, Inc. (“ Holdings ”),
Metavante Corporation (the “ Borrower ”),
the Lenders party thereto, the Documentation Agents, and Syndication Agent
named therein
and JPMorgan Chase Bank, N.A., as Administrative Agent

Name of Assignor:                                                                                    

Name of Assignee: [FNIS Loan Purchaser]

APPENDIX I

SUBSIDIARY GUARANTY SUPPLEMENT

[                                           ] , 2009

JPMorgan Chase Bank, N.A., as Administrative Agent
1111 Fannin Street, Floor 10
Houston, Texas 77002-6925

Attention:                     

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

Ladies and Gentlemen:

     Reference is made to (i) the Credit Agreement and (ii) the Amended and Restated Subsidiary Guaranty dated as of September 12, 2007, made by the Subsidiary Guarantors party thereto in favor of the Guaranteed Parties described therein (such Amended and Restated Subsidiary Guaranty, as in effect on the date hereof and as it may hereafter be amended, supplemented or otherwise modified from time to time, together with this Subsidiary Guaranty Supplement (this “ Guaranty Supplement ”), being the “ Subsidiary Guaranty ”). The capitalized terms defined in the Subsidiary Guaranty or in the Credit Agreement and not otherwise defined herein are used herein as therein defined.

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

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

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

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

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

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

     Section 3. Delivery by Telecopier . This Guaranty Supplement may be executed in any number of counterparts and by different parties thereto in separate counterparts, each of which when so executed shall be deemed to be an original and all of which taken together shall constitute one and the same agreement. Delivery of an executed counterpart of a signature page to this Guaranty Supplement by telecopier or electronic mail shall be effective as delivery of an original executed counterpart of this Guaranty Supplement.

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

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

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

Accepted and agreed:
JPMORGAN CHASE BANK, N.A., as
Administrative Agent
By:
		Name:
		Title: