United States

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

FORM 8-K

 

 

Current Report

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of Earliest Event Reported): June 3, 2014

 

 

Fidelity National Information Services, Inc.

(Exact Name of Registrant as Specified in its Charter)

 

 

001-16427

(Commission File Number)

 

Georgia   37-1490331

(State or Other Jurisdiction of

Incorporation or Organization)

 

(IRS Employer

Identification Number)

601 Riverside Avenue

Jacksonville, Florida 32204

(Addresses of Principal Executive Offices)

(904) 438-6000

(Registrant’s Telephone Number, Including Area Code)

 

(Former Name or Former Address, if Changed Since Last Report)

 

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 

 


Item 1.01. Entry Into a Material Definitive Agreement

On June 3, 2014, FIS completed its issuance and sale of $300 million in aggregate principal amount of FIS’ 1.450% Senior Notes due 2017 (the “2017 Notes”) and $700 million in aggregate principal amount of FIS’ 3.875% Senior Notes due 2024 (the “2024 Notes” and, together with the 2017 Notes, the “Notes”). The Notes were issued pursuant to an Indenture dated as of April 15, 2013, among FIS, The Bank of New York Mellon Trust Company, N.A., as trustee (the “Trustee”) and the Guarantors (defined below), as supplemented by the Third Supplemental Indenture with respect to the 2017 Notes (attached hereto as Exhibit 4.1 and incorporated herein by reference), dated as of June 3, 2014, among FIS, the Trustee and the Guarantors, and as supplemented by the Fourth Supplemental Indenture with respect to the 2024 Notes (attached hereto as Exhibit 4.2 and incorporated herein by reference), dated as of June 3, 2014, among FIS, the Trustee and the Guarantors. The Notes are guaranteed by certain subsidiaries of FIS identified therein (the “Guarantors”).

The Notes were offered and sold pursuant to the Registration Statement on Form S-3ASR (File No. 333-187047) of FIS filed with the Securities and Exchange Commission on March 5, 2013, as supplemented by a preliminary prospectus supplement dated May 27, 2014 (filed with the Commission pursuant to Rule 424(b)(5) under the Securities Act of 1933, on May 27, 2014), a free writing prospectus dated May 27, 2014 (filed with the Commission pursuant to Rule 433 under the Securities Act of 1933, on May 27, 2014) and a final prospectus supplement dated May 27, 2014 (filed with the Commission pursuant to Rule 424(b)(5) under the Securities Act of 1933 on May 29, 2014).

 

Item 8.01. Other Events.

A copy of the press release, dated June 3, 2014, announcing the completion of the Notes offering is attached hereto as Exhibit 99.1.

A copy of the opinion letter of Willkie Farr & Gallagher LLP relating to the validity of the Senior Notes is filed as Exhibit 5.1 hereto and copies of the opinion letters of (i) Baxter, Jewell & Dobson, P.A., concerning legal matters related to Arkansas law, (ii) Montgomery McCracken Walker & Rhoads LLP, concerning legal matters related to Pennsylvania law (iii) Moss & Barnett, A Professional Association, concerning legal matters related to Minnesota law, (iv) Nelson Mullins Riley & Scarborough LLP, concerning legal matters related to California, Tennessee, Florida and Georgia law, (v) Phillips Murrah P.C., concerning legal matters related to Oklahoma law and (vi) Quarles & Brady LLP, concerning legal matters related to Nevada and Wisconsin law, are attached hereto as Exhibits 5.2 through 5.7, respectively.

 

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Item 9.01. Financial Statements and Exhibits.

 

Exhibit
No.

  

Exhibit

  4.1    Third Supplemental Indenture, dated as of June 3, 2014
  4.2    Fourth Supplemental Indenture, dated as of June 3, 2104
  4.3    Form of Senior Note (included as Exhibit A to Exhibit 4.1 above)
  4.4    Form of Senior Note (included as Exhibit A to Exhibit 4.2 above)
  5.1    Legal Opinion of Willkie Farr & Gallagher LLP, dated June 3, 2104
  5.2    Legal Opinion of Baxter, Jewell & Dobson, P.A., dated June 3, 2014
  5.3    Legal Opinion of Montgomery McCracken Walker & Rhoads LLP, dated June 3, 2014
  5.4    Legal Opinion of Moss & Barnett, A Professional Association, dated June 3, 2014
  5.5    Legal Opinion of Nelson Mullins Riley & Scarborough LLP, dated June 3, 2014
  5.6    Legal Opinion of Phillips Murrah, P.C., dated June 3, 2014
  5.7    Legal Opinion of Quarles & Brady LLP, dated June 3, 2014
23.1    Consent of Willkie Farr & Gallagher LLP, dated June 3, 2014 (included in Exhibit 5.1 above)
23.2    Consent of Baxter, Jewell & Dobson, P.A., dated June 3, 2014 (included in Exhibit 5.2 above)
23.3    Consent of Montgomery McCracken Walker & Rhoads LLP, dated June 3, 2014 (included in Exhibit 5.3 above)
23.4    Consent of Moss & Barnett, A Professional Association, dated June 3, 2014 (included in Exhibit 5.4 above)
23.5    Consent of Nelson Mullins Riley & Scarborough LLP, dated June 3, 2014 (included in Exhibit 5.5 above)
23.6    Consent of Phillips Murrah, P.C., dated June 3, 2014 (included in Exhibit 5.6 above)
23.7    Consent of Quarles & Brady LLP, dated June 3, 2014 (included in Exhibit 5.7 above)
99.1    Press Release, dated June 3, 2014 – Senior Note Offering Closing

 

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SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

 

  Fidelity National Information Services, Inc.
Date: June 3, 2014    
  By:  

/s/ Michael P. Oates

  Name:   Michael P. Oates
  Title:   Corporate Executive Vice President, General Counsel and Corporate Secretary

 

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Exhibit Index

 

Exhibit
No.

  

Exhibit

  4.1    Third Supplemental Indenture, dated as of June 3, 2014
  4.2    Fourth Supplemental Indenture, dated as of June 3, 2104
  4.3    Form of Senior Note (included as Exhibit A to Exhibit 4.1 above)
  4.4    Form of Senior Note (included as Exhibit A to Exhibit 4.2 above)
  5.1    Legal Opinion of Willkie Farr & Gallagher LLP, dated June 3, 2104
  5.2    Legal Opinion of Baxter, Jewell & Dobson, dated June 3, 2014
  5.3    Legal Opinion of Montgomery McCracken Walker & Rhoads LLP, dated June 3, 2014
  5.4    Legal Opinion of Moss & Barnett, A Professional Association, dated June 3, 2014
  5.5    Legal Opinion of Nelson Mullins Riley & Scarborough LLP, dated June 3, 2014
  5.6    Legal Opinion of Phillips Murrah, P.C., dated June 3, 2014
  5.7    Legal Opinion of Quarles & Brady LLP, dated June 3, 2014
23.1    Consent of Willkie Farr & Gallagher LLP, dated June 3, 2014 (included in Exhibit 5.1 above)
23.2    Consent of Baxter, Dobson & Jewell, P.A., dated June 3, 2014 (included in Exhibit 5.2 above)
23.3    Consent of Montgomery McCracken Walker & Rhoads LLP, dated June 3, 2014 (included in Exhibit 5.3 above)
23.4    Consent of Moss & Barnett, A Professional Association, dated June 3, 2014 (included in Exhibit 5.4 above)
23.5    Consent of Nelson Mullins Riley & Scarborough LLP, dated June 3, 2014 (included in Exhibit 5.5 above)
23.6    Consent of Phillips Murrah, P.C., dated June 3, 2014 (included in Exhibit 5.6 above)
23.7    Consent of Quarles & Brady LLP, dated June 3, 2014 (included in Exhibit 5.7 above)
99.1    Press Release, dated June 3, 2014 – Senior Note Offering Closing

 

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Exhibit 4.1

T HIRD S UPPLEMENTAL I NDENTURE

THIRD SUPPLEMENTAL INDENTURE (this “Third Supplemental Indenture”), dated as of June 3, 2014 among Fidelity National Information Services, Inc., a Georgia corporation (the “Company”), each of the Guarantors party hereto (the “Guarantors”) and The Bank of New York Mellon Trust Company, N.A., a national banking association (the “Trustee”).

WHEREAS, the Company, the Guarantors and the Trustee entered into an Indenture (the “Base Indenture”), dated as of April 15, 2013, pursuant to which the Company may issue Securities from time to time;

WHEREAS, the Company proposes to issue and establish a new series of Securities in accordance with Section 3.1 of the Base Indenture pursuant to this Third Supplemental Indenture (the Base Indenture, as supplemented and amended by this Third Supplemental Indenture, the “Indenture”); and

WHEREAS, all things necessary to make this Third Supplemental Indenture the legal, valid and binding obligation of the Company have been done.

NOW, THEREFORE, for and in consideration of the premises, it is mutually covenanted and agreed as follows:

ARTICLE I

DEFINITIONS

Section 1.1 Definitions . Capitalized terms used herein without definition shall have the respective meanings given them in the Base Indenture, provided that references to “this Indenture”, “herein”, “hereof” and “hereunder” and other words of a similar import in the Base Indenture shall be deemed to be a reference to the Base Indenture as supplemented and amended by this Third Supplemental Indenture. Any references to “Article” or “Section” herein, shall be a reference to an article or section of this Third Supplemental Indenture unless expressly specified otherwise. For purposes of this Third Supplemental Indenture, the following terms shall have the meanings specified below, notwithstanding any contrary definition in the Base Indenture.

“Below Investment Grade Rating Event” means the rating on the Notes (as hereinafter defined) is lowered by each of the Rating Agencies and the Notes are rated below an Investment Grade Rating by each of the Rating Agencies on any date from the date of the public notice of an arrangement that could result in a Change of Control until the end of the 60-day period following public notice of the occurrence of the Change of Control (which 60-day period shall be extended so long as the rating of the Notes is under publicly announced consideration for possible downgrade by any Rating Agency).

“Change of Control” means the occurrence of any of the following: (1) the direct or indirect sale, lease, transfer, conveyance or other disposition (other than by way of merger or consolidation), in one or a series of related transactions, of all or substantially all of


the properties and assets of the Company and its Subsidiaries taken as a whole to any “person” or “group” (as those terms are used in Section 13(d)(3) of the Exchange Act) other than the Company and its Subsidiaries; (2) the approval by the holders of the Company’s common stock of any plan or proposal for the liquidation or dissolution of the Company (whether or not otherwise in compliance with the provisions of the Indenture); (3) the consummation of any transaction (including, without limitation, any merger or consolidation) the result of which is that any “person” or “group” (as those terms are used in Section 13(d)(3) of the Exchange Act) becomes the “beneficial owner” (as defined in Rules 13d-3 and 13d-5 under the Exchange Act), directly or indirectly, of more than 50% of the then outstanding number of shares of the Company’s voting stock; (4) the Company consolidates or merges with or into any entity, pursuant to a transaction in which any of the outstanding voting stock of the Company or such other entity is converted into or exchanged for cash, securities or other property (except when voting stock of the Company constitutes, or is converted into, or exchanged for, at least a majority of the voting stock of the surviving person); or (5) the first day on which a majority of the members of the Company’s Board of Directors are not Continuing Directors.

“Change of Control Triggering Event” means the occurrence of both a Change of Control and a Below Investment Grade Rating Event.

“Comparable Treasury Issue” means the United States Treasury security selected by an Independent Investment Banker as having a maturity comparable to the remaining term of the Notes that would be utilized, at the time of selection and in accordance with customary financial practice, in pricing new issues of corporate debt securities of a comparable maturity to the remaining term of the Notes.

“Comparable Treasury Price” of a Comparable Treasury Issue means, with respect to any Redemption Date:

 

  (i) the average of the Reference Treasury Dealer Quotations for such Redemption Date, after excluding the highest and lowest of the Reference Treasury Dealer Quotations; or

 

  (ii) if the Company obtains fewer than four Reference Treasury Dealer Quotations, the arithmetic average of such Reference Treasury Dealer Quotations; or

 

  (iii) if the Company obtains only one Reference Treasury Dealer Quotation, such Reference Treasury Dealer Quotation.

“Continuing Directors” means, as of any date of determination, any member of the Company’s Board of Directors who (1) was a member of the Company’s Board of Directors on the date of the issuance of the Notes; or (2) was nominated for election or elected to the Company’s Board of Directors with the approval of at least a majority of the Continuing Directors who were members of the Company’s Board of Directors at the time of such nomination or election (either by a specific vote or by approval of the Company’s proxy statement in which such member was named as a nominee for election as a director, without objection to such nomination).

 

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“Exchange Act” means the Securities Exchange Act of 1934, as amended.

“Fitch” means Fitch Ratings, Inc. and any successor to its rating agency business.

“Independent Investment Banker” means one of the Reference Treasury Dealers or its successor selected by the Company or, if it is unwilling or unable to select the applicable Comparable Treasury Issue, an independent investment banking institution of national standing appointed by the Company.

“Investment Grade Rating” means a rating equal to or higher than BBB- (or the equivalent) by Fitch, Baa3 (or the equivalent) by Moody’s and BBB- (or the equivalent) by S&P, respectively.

“Moody’s” shall have the meaning given such term in the Base Indenture.

“Ratings Agencies” means each of Fitch, Moody’s and S&P, so long as such entity makes a rating of the Notes publicly available; provided, however, if any of Fitch, Moody’s or S&P ceases to rate the Notes or fails to make a rating of the Notes publicly available for reasons outside of the control of the Company, the Company shall be allowed to designate a “nationally recognized statistical rating organization” within the meaning of Rule 15c3-l(e)(2)(vi)(F) under the Exchange Act (as certified by a resolution of the Board of Directors of the Company) as a replacement agency for the agency that ceased to make such a rating publicly available. For the avoidance of doubt, failure by the Company to pay rating agency fees to make a rating of the Notes shall not be a “reason outside of the control of the Company” for the purposes of the preceding sentence.

“Reference Treasury Dealers” means Citigroup Global Markets Inc., J.P. Morgan Securities LLC and Merrill Lynch, Pierce, Fenner & Smith Incorporated (or their respective successors) and one other primary U.S. government securities dealer selected by Citigroup Global Markets Inc., J.P. Morgan Securities LLC and Merrill Lynch, Pierce, Fenner & Smith Incorporated (each, a “Primary Treasury Dealer”). If any of the foregoing ceases to be a Primary Treasury Dealer, the Company will substitute another Primary Treasury Dealer in its place.

“Reference Treasury Dealer Quotations” means, with respect to each Reference Treasury Dealer and any Redemption Date, the average, as determined by the Company (or the Independent Investment Banker), of the bid and asked prices for the Comparable Treasury Issue, expressed in each case as a percentage of its principal amount, quoted in writing by such Reference Treasury Dealer at 5:00 p.m., New York City time, on the third Business Day preceding such Redemption Date.

“S&P” shall have the meaning given such term in the Base Indenture.

“Treasury Rate” means, with respect to any Redemption Date, (1) the yield, under the heading which represents the average for the immediately preceding week, appearing in the most recently published statistical release designated “H.15(519)” or any successor publication which is published weekly by the Board of Governors of the Federal

 

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Reserve System and which establishes yields on actively traded United States Treasury securities adjusted to constant maturity under the caption “Treasury Constant Maturities,” for the maturity corresponding to the Comparable Treasury Issue (if no maturity is within three months before or after June 5, 2017 yields for the two published maturities most closely corresponding to the Comparable Treasury Issue shall be determined and the Treasury Rate shall be interpolated or extrapolated from such yields on a straight line basis, rounding to the nearest month), (2) if the period from the Redemption Date to June 5, 2017 is less than one year, the weekly average yield on actually traded United States Treasury securities adjusted to a constant maturity of one year will be used, or (3) if such release (or any successor release) is not published during the week preceding the calculation date or does not contain such yields, the rate per annum equal to the semi-annual equivalent yield to maturity, computed as of the third Business Day immediately preceding the Redemption Date, of the Comparable Treasury Issue, assuming a price for the Comparable Treasury Issue, expressed as a percentage of its principal amount, equal to the Comparable Treasury Price for the Redemption Date.

Section 1.2 The Base Indenture is hereby amended, solely with respect to the 1.450% Senior Notes due 2017, by amending the definitions of “Affiliate”, “Credit Agreement” and “Eligible Cash Equivalents” as they appear in Section 1.1 thereof to read as follows:

“Affiliate” means, with respect to any Person, any other Person directly or indirectly controlling, directly or indirectly controlled by, or under direct or indirect common control with, such Person. For purposes of this definition, “control” (including, with correlative meanings, the terms “controlling,” “controlled by” and “under common control with”) with respect to any Person, means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of such Person, whether through the ownership of voting securities, by contract or otherwise. For the avoidance of doubt, Fidelity National Financial, Inc., Black Knight InfoServ, LLC (formerly known as Lender Processing Services, Inc.), and each of their respective subsidiaries, shall not be deemed to be Affiliates of the Company or any of its Subsidiaries solely due to overlapping officers or directors.

“Credit Agreement” means the Fourth Amended and Restated Credit Agreement dated as of April 23, 2013, among the Company, the guarantors named therein, JPMorgan Chase Bank, N.A., as administrative agent, and various financial institutions and other Persons from time to time parties thereto, as amended, supplemented, or modified from time to time.

“Eligible Cash Equivalents” means any of the following: (i) securities issued or directly and fully guaranteed or insured by the United States or any agency or instrumentality thereof (provided that the full faith and credit of the United States is pledged in support thereof) maturing not more than one year after the date of acquisition (or such other maturities if not prohibited by the Credit Agreement); (ii) time deposits in and certificates of deposit of any Eligible Bank (or in any other financial institution to the extent the amount of such deposit is within the limits insured by the Federal Deposit Insurance Corporation), provided that such investments have a maturity date not more than two years after the date of acquisition and that the average life of all such investments is one year or less from the respective dates of acquisition; (iii) repurchase obligations with a term of not more than 180 days for underlying securities of the types described in clause (i) above or clause (iv) below entered into with any

 

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Eligible Bank or securities dealers of recognized national standing; (iv) direct obligations issued by any state of the United States or any political subdivision or public instrumentality thereof, provided that such investments mature, or are subject to tender at the option of the holder thereof, within 365 days after the date of acquisition (or such other maturities if not prohibited by the Credit Agreement) and, at the time of acquisition, have 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 equivalent ratings by any other nationally recognized rating agency); (v) commercial paper of any Person other than an Affiliate of the Company and other than structured investment vehicles, provided that such investments have a rating of at least A-2 or P-2 from either S&P or Moody’s and mature within 180 days after the date of acquisition (or such other maturities if not prohibited by the Credit Agreement); (vi) overnight and demand deposits in and bankers’ acceptances of any Eligible Bank and demand deposits in any bank or trust company to the extent insured by the Federal Deposit Insurance Corporation against the Bank Insurance Fund; (vii) money market funds (and shares of investment companies that are registered under the Investment Company Act of 1940) substantially all of the assets of which comprise investments of the types described in clauses (i) through (vi); (viii) United States dollars, or money in other currencies received in the ordinary course of business; (ix) asset-backed securities and corporate securities that are eligible for inclusion in money market funds; (x) fixed maturity securities which are rated BBB- and above by S&P or Baa3 and above by Moody’s; provided such investments will not be considered Eligible Cash Equivalents to the extent that the aggregate amount of investments by the Company and its Subsidiaries in fixed maturity securities which are rated BBB+, BBB or BBB- by S&P or Baa1, Baa2 or Baa3 by Moody’s exceeds 20% of the aggregate amount of their investments in fixed maturity securities; and (xi) instruments equivalent to those referred to in clauses (i) through (vi) above or funds equivalent to those referred to in clause (vii) above denominated in Euros or any other foreign currency customarily used by corporations for cash management purposes in jurisdictions outside the United States to the extent advisable in connection with any business conducted by the Company or any Subsidiary, all as determined in good faith by the Company.

ARTICLE II

THE NOTES

There is hereby established a new series of Securities with the following terms:

Section 2.1 Title; Nature . Pursuant to the terms hereof and Sections 2.1, 3.1 and 3.3 of the Base Indenture, the Company hereby creates a series of Securities designated as the “1.450% Senior Notes due 2017” (the “Notes”), which shall be deemed “Securities” for all purposes under the Base Indenture. The CUSIP Number of the Notes shall be 31620MAL0.

Section 2.2 Principal Amount . The limit upon the aggregate principal amount of the Notes which may be authenticated and delivered under the Indenture (except for Notes authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of other Notes pursuant to Sections 3.4, 3.5, 3.6, 8.6 or 10.7 of the Base Indenture or Section 2.7 of this Third Supplemental Indenture and except (i) for any Notes which, pursuant to Section 3.3 of the Base Indenture, are deemed never to have been authenticated and delivered thereunder and (ii) as

 

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provided in the last sentence of Section 3.1(c) of the Base Indenture) is $300,000,000. The Company may from time to time, without notice to, or the consent of, the holders of the Notes increase the principal amount of the Notes, on the same terms and conditions (except for the issue date, the public offering price and, in some cases, the first interest payment date); provided that if any additional Notes are issued at a price that causes them to have “original issue discount” within the meaning of the Internal Revenue Code of 1986, as amended, and the regulations thereunder, such additional Notes shall not have the same CUSIP Number as the original Notes. The Notes shall be initially issued on the date hereof and thereafter upon any reopening of the series of which the Notes are a part.

Section 2.3 Stated Maturity of Principal . The date on which the principal of the Notes is payable, unless the Notes are theretofore accelerated or redeemed or purchased pursuant to the Indenture, shall be June 5, 2017. The Notes shall bear no premium upon payment at Stated Maturity.

Section 2.4 Interest . The rate at which the Notes shall bear interest shall be 1.450% per annum. Interest shall be computed on the basis of a 360-day year of twelve 30-day months and shall be payable semi-annually in arrears in accordance herewith and with the Indenture. Interest on the Notes shall accrue on the principal amount from, and including, the most recent date to which interest has been paid or duly provided for or, if no interest has been paid or duly provided for, from, and including, the date hereof, in each case to, but excluding, the next Interest Payment Date or the date on which the principal of the Notes has been paid or made available for payment, as the case may be. The Interest Payment Date of the Notes shall be June 5 and December 5 of each year. The initial Interest Payment Date shall be December 5, 2014. The Regular Record Date corresponding to any Interest Payment Date occurring on June 5 shall be the immediately preceding May 15 (whether or not a Business Day), and the Regular Record Date corresponding to any Interest Payment Date occurring on December 5 shall be the immediately preceding November 15 (whether or not a Business Day). Interest payable on the Notes on an Interest Payment Date shall be payable to the Persons in whose name the Notes are registered at the close of business on the Regular Record Date for such Interest Payment Date provided, however, that Defaulted Interest shall be payable as provided in the Base Indenture.

Section 2.5 Place of Payment . The Place of Payment where the principal of and premium, if any, and interest on the Notes shall be payable is at the agency of the Company maintained for that purpose at the office of The Bank of New York Mellon Trust Company, N.A., 101 Barclay Street, Attention: Corporate Trust Administration, New York, New York 10286; provided, however, that payment of interest due on an Interest Payment Date may be made at the option of the Company by check mailed to the address of the Person entitled thereto as such address shall appear in the Register or by transfer to an account maintained by the Person entitled thereto with a bank located in the United States; provided that the Paying Agent shall have received the relevant wire transfer information by the related Regular Record Date; and provided further that the Depositary, or its nominee, as holder of Notes in global form, shall be entitled to receive payments of interest, principal and premium, if any, by wire transfer of immediately available funds.

 

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Section 2.6 Optional Redemption .

(1) The provisions of Article 10 of the Base Indenture shall be applicable to the Notes, subject to the provisions of this Section 2.6.

(2) The Company may, at its option, redeem the Notes, in whole or in part, at any time prior to the maturity date at a Redemption Price equal to the greater of (i) 100% of the aggregate principal amount of Notes to be redeemed or (ii) the sum of the present values of the remaining scheduled payments of principal of and interest on the Notes to be redeemed, not including accrued and unpaid interest, if any, to the Redemption Date, discounted to the Redemption Date on a semi-annual basis (assuming a 360-day year of twelve 30-day months) at the Treasury Rate plus 12.5 basis points, plus, in each case, accrued and unpaid interest, if any, on the Notes being redeemed to, but not including, the Redemption Date (subject to the right of Holders of record at the close of business on the relevant Regular Record Date to receive interest due on any Interest Payment Date that is on or prior to the Redemption Date). The Company shall give the Trustee written notice of the Redemption Price with respect to any redemption pursuant to this clause (2) promptly after the calculation thereof and the Trustee shall have no responsibility for such calculation.

Section 2.7 Right to Require Repurchase Upon a Change of Control Triggering Event .

(1) Upon the occurrence of any Change of Control Triggering Event, each Holder of Notes shall have the right to require the Company to repurchase all or any part of such Holder’s Notes pursuant to the offer described below (the “Change of Control Offer”) on the terms set forth herein (provided that with respect to the Notes submitted for repurchase in part, the remaining portion of such Notes is in a principal amount of $2,000 or an integral multiple of $1,000 in excess thereof) at a purchase price in cash equal to 101% of the aggregate principal amount of the Notes repurchased plus accrued and unpaid interest, if any, on the Notes repurchased, to, but excluding, the date of purchase (the “Change of Control Payment”).

(2) Within 30 days following any Change of Control Triggering Event, the Company shall mail or deliver in accordance with the applicable procedures of the Depositary a notice to Holders of Notes, with a written copy to the Trustee, which notice shall govern the terms of the Change of Control Offer. Such notice shall state:

(i) a description of the transaction or transactions that constitute the Change of Control Triggering Event;

(ii) that the Change of Control Offer is being made pursuant to this Section 2.7 and that all Notes validly tendered and not withdrawn will be accepted for payment;

(iii) the Change of Control Payment and the “Change of Control Payment Date,” which date shall be no earlier than 30 days and no later than 60 days from the date such notice is mailed;

(iv) that Holders electing to have any Notes purchased pursuant to a Change of Control Offer will be required to surrender the Notes, with the form entitled

 

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“Purchase Notice” attached hereto as Exhibit B completed, or transfer the Notes by book-entry transfer, to the Paying Agent at the address specified in the notice prior to the close of business on the third Business Day preceding the Change of Control Payment Date;

(v) that Holders of the Notes will be entitled to withdraw their election if the Paying Agent receives, not later than the close of business on the second Business Day preceding the Change of Control Payment Date, a telegram, telex, facsimile transmission or letter setting forth the name of such Holder, the principal amount of Notes delivered for purchase, and a statement that such Holder is withdrawing his or her election to have the Notes purchased; and

(vi) if the notice is mailed prior to the date of the consummation of the Change of Control, the notice will state that the Change of Control Offer is conditioned on the Change of Control Triggering Event occurring on or prior to the Change of Control Payment Date.

(3) On the Change of Control Payment Date, the Company shall be required, to the extent lawful, to:

(i) accept for payment all Notes or portions of Notes properly tendered and not withdrawn pursuant to the Change of Control Offer;

(ii) deposit with the Paying Agent an amount equal to the Change of Control Payment in respect of all Notes or portions of Notes properly tendered; and

(vii) deliver or cause to be delivered to the Trustee the Notes properly accepted together with an Officers’ Certificate stating the aggregate principal amount of Notes or portions of Notes being purchased.

The Paying Agent will promptly mail to each Holder of Notes properly tendered and not withdrawn the Change of Control Payment for such Notes (or with respect to Global Notes otherwise make such payment in accordance with the applicable procedures of the Depositary), and the Trustee will promptly authenticate and mail (or cause to be transferred by book-entry) to each Holder of Notes properly tendered and not withdrawn a new Note equal in principal amount to any unpurchased portion of any Notes surrendered; provided that each new Note will be in a principal amount of $2,000 or an integral multiple of $1,000 in excess thereof.

(4) The Company shall comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent those laws and regulations are applicable in connection with the repurchase of Notes as a result of a Change of Control Triggering Event. To the extent that the provisions of any securities laws or regulations conflict with this Section 2.7, the Company will comply with the applicable securities laws and regulations and will not be deemed to have breached its obligations under this Section 2.7 by virtue of such conflicts.

(5) Notwithstanding the foregoing, the Company will not be required to make an offer to repurchase the Notes upon a Change of Control Triggering Event if (i) a third

 

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party makes such an offer in the manner, at the times and otherwise in compliance with the requirements for an offer made by the Company and such third party purchases all the Notes properly tendered and not withdrawn under its offer or (ii) prior to the occurrence of the related Change of Control Triggering Event, the Company has given written notice of a redemption to the Holders of the Notes as provided under Section 2.6 hereof unless the Company has failed to pay the Redemption Price on the Redemption Date.

Section 2.8 No Sinking Fund . There shall be no obligation of the Company to redeem or purchase the Notes pursuant to any sinking fund or analogous provisions, or except as set forth in Section 2.7 hereof, to repay any of the Notes prior to June 5, 2017 at the option of a Holder thereof. Article 11 of the Base Indenture shall not apply to the Notes.

Section 2.9 Guarantees . Section 9.9 and Article 12 of the Base Indenture shall apply without amendment or variation to the Notes.

Section 2.10 Denominations . The Notes shall be issued in fully registered form as Registered Securities (and shall in no event be issuable in the form of Bearer Securities) in denominations of two thousand Dollars ($2,000) or any amount in excess thereof which is an integral multiple of one thousand Dollars ($1,000). The Notes shall be denominated, and all payments thereon shall be made, in Dollars.

Section 2.11 Global Notes . The Notes shall initially be issued in global form. The Depository Trust Company shall be the initial Depositary for the Notes. The Notes shall be transferred only in accordance with the provisions of Section 3.5 of the Base Indenture. Beneficial interests in Notes issued in global form shall be exchangeable for certificated Securities representing such Notes only the circumstances set forth in the seventh paragraph of Section 3.5 of the Base Indenture.

Section 2.12 Form of Notes . The form of the global Security representing the Notes is attached hereto as Exhibit A .

Section 2.13 Defeasance . For purposes of the Notes, Section 2.7 of this Third Supplemental Indenture shall be considered an additional covenant specified pursuant to Section 3.1 of the Base Indentures for purposes of Section 4.5 of the Base Indenture.

Section 2.14 Events of Default . The Events of Default set forth in Sections 5.1 (1), (2), (3), (4), (5), (6) and (7) of the Base Indenture shall apply to the Notes.

Section 2.15 Other Provisions . The Trustee is appointed as the initial Registrar and Paying Agent for the Notes.

ARTICLE III

MISCELLANEOUS

Section 3.1 Base Indenture; Effect of the Third Supplemental Indenture . The Base Indenture, as supplemented and amended hereby, is in all respects ratified and confirmed, and the terms and conditions thereof, as amended hereby, shall be and remain in full force and effect. The Base Indenture and the Third Supplemental Indenture shall be read, taken and construed as one and the same instrument.

 

- 9 -


Section 3.2 Conflict with Trust Indenture Act . If any provision hereof limits, qualifies or conflicts with another provision hereof which is required or deemed to be included in this Third Supplemental Indenture by any of the provisions of the Trust Indenture Act, such required or deemed included provision shall control.

Section 3.3 Successors and Assigns . All covenants and agreements in this Third Supplemental Indenture by the Company or any Guarantor shall bind its successors and assigns, whether expressed or not.

Section 3.4 Separability Clause . In case any provision in this Third Supplemental Indenture or in the Notes shall be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby.

Section 3.5 Benefits of Indenture . Nothing in this Third Supplemental Indenture, the Base Indenture or in the Notes, express or implied, shall give to any Person, other than the parties hereto and their successors hereunder, the Registrar, any Paying Agent and the Holders, any benefit or any legal or equitable right, remedy or claim under the Indenture.

Section 3.6 Recitals . The recitals contained in this Third Supplemental Indenture shall be taken as the statements of the Company and the Guarantors, and the Trustee shall have no liability or responsibility for their correctness. The Trustee makes no representations as to the validity or sufficiency of this Third Supplemental Indenture.

Section 3.7 Governing Law . THIS THIRD SUPPLEMENTAL INDENTURE AND THE NOTES SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE INTERNAL LAWS OF THE STATE OF NEW YORK.

Section 3.8 Counterparts . This Third Supplemental Indenture 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.

[ The Remainder of This Page Intentionally Left Blank; Signature Pages Follow ]

 

- 10 -


IN WITNESS WHEREOF, the parties hereto have caused this Third Supplemental Indenture to be duly executed as of the date first written above.

 

F IDELITY N ATIONAL I NFORMATION S ERVICES , I NC .
By:  

/s/ Marc M. Mayo

  Name:   Marc M. Mayo
  Title:   Senior Vice President, Deputy General
    Counsel and Assistant Secretary
T HE B ANK OF N EW Y ORK M ELLON T RUST C OMPANY , N.A., as Trustee
By:  

/s/ Michael Countryman

  Name:   Michael Countryman
  Title:  


    Guarantors:

ADVANCED FINANCIAL SOLUTIONS, INC.

ASSET EXCHANGE, INC.

ATM MANAGEMENT SERVICES, INC.

AURUM TECHNOLOGY, LLC

CARD BRAZIL HOLDINGS, INC.

CHEX SYSTEMS, INC.

EFD ASIA, INC.

EFUNDS CORPORATION

EFUNDS GLOBAL HOLDINGS CORPORATION

EFUNDS IT SOLUTIONS GROUP, INC.

ENDPOINT EXCHANGE LLC

FIDELITY INFORMATION SERVICES INTERNATIONAL HOLDINGS, INC.

FIDELITY INFORMATION SERVICES, LLC

FIDELITY INTERNATIONAL RESOURCE MANAGEMENT, INC.

FIDELITY NATIONAL ASIA PACIFIC HOLDINGS, LLC

FIDELITY NATIONAL CARD SERVICES, INC.

FIDELITY NATIONAL E-BANKING SERVICES, INC.

FIDELITY NATIONAL FIRST BANKCARD SYSTEMS, INC.,

as Guarantors

   

FIDELITY NATIONAL GLOBAL CARD SERVICES, INC.

FIDELITY NATIONAL INFORMATION SERVICES, LLC

FIRM I, LLC

FIRM II, LLC

FIS MANAGEMENT SERVICES, LLC

FIS OUTPUT SOLUTIONS, LLC

FIS SOLUTIONS, LLC

GHR SYSTEMS, INC.

KIRCHMAN CORPORATION

LINK2GOV CORP.

METAVANTE CORPORATION

NYCE PAYMENTS NETWORK, LLC

PAYMENT SOUTH AMERICA HOLDINGS, INC.

PENLEY, INC.

PRIME ASSOCIATES, INC.

SANCHEZ COMPUTER ASSOCIATES, LLC

SANCHEZ SOFTWARE, LTD.

SECOND FOUNDATION, INC.

TREEV LLC

VALUTEC CARD SOLUTIONS, LLC

VECTORSGI, INC.

VICOR, INC.

WILDCARD SYSTEMS, INC.,

as Guarantors

By:  

/s/ Marc M. Mayo

    By:  

/s/ Marc M. Mayo

Name:   Marc M. Mayo     Name:   Marc M. Mayo
Title:  

SVP, Deputy General

Counsel and Assistant

Corporate Secretary

    Title:  

SVP, Deputy General

Counsel and Assistant

Corporate Secretary

CERTEGY CHECK SERVICES, INC.      
CLEARCOMMERCE CORPORATION      
COMPLETE PAYMENT RECOVERY SERVICES, INC.      
FIDELITY NATIONAL PAYMENT SERVICES, INC.      
FIS CAPITAL LEASING, INC.      
METAVANTE HOLDINGS, LLC      

METAVANTE PAYMENT SERVICES, LLC

THE CAPITAL MARKETS COMPANY,

as Guarantors

     
By:  

/s/ Marc M. Mayo

     
Name:   Marc M. Mayo      
Title:   Authorized Signatory      


EXHIBIT A

FORM OF NOTE CERTIFICATE

THIS SECURITY IS IN GLOBAL FORM WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITARY OR A NOMINEE OF A DEPOSITARY. UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR SECURITIES IN CERTIFICATED FORM, THIS SECURITY MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY THE DEPOSITARY TO A NOMINEE OF THE DEPOSITARY OR BY A NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY OR BY THE DEPOSITARY OR ANY SUCH NOMINEE TO A SUCCESSOR DEPOSITARY OR A NOMINEE OF SUCH SUCCESSOR DEPOSITARY.

UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE ISSUER OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT HEREON IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.

 

No. A-    CUSIP No. 31620MAL0

1.450% SENIOR NOTE DUE 2017

F IDELITY N ATIONAL I NFORMATION S ERVICES , I NC ., a Georgia corporation, promises to pay to Cede & Co., or its registered assigns, the principal sum of [            ] Dollars ([            ]) on June 5, 2017.

Interest Payment Dates: June 5 and December 5, with the first Interest Payment Date to be December 5, 2014

Regular Record Dates: May 15 and November 15 (whether or not a Business Day)

Dated:

 

F IDELITY  N ATIONAL  I NFORMATION  S ERVICES , I NC .
By:  

 

  Name:
  Title:

 

A-1


Certificate of Authentication

T HE B ANK OF N EW Y ORK M ELLON T RUST C OMPANY , N.A., as Trustee, certifies that this is one of the Securities of the series described in the within-mentioned Indenture.

 

T HE B ANK OF N EW Y ORK M ELLON T RUST C OMPANY , N.A.
as Trustee

By:  

 

  Authorized Signatory

Dated:

 

A-2


F IDELITY N ATIONAL I NFORMATION S ERVICES , I NC .

1.450% SENIOR NOTE DUE 2017

Capitalized terms used herein without definition shall have the respective meanings ascribed to them in the Indenture referred to below unless otherwise indicated. This Security is one of the series of Securities designated on the face hereof issued under the Indenture, unlimited in aggregate principal amount (the “Notes”).

1. INTEREST. Fidelity National Information Services, Inc., a Georgia corporation (the “ Company ”), promises to pay interest on the principal amount of this Security at the rate of 1.450% per annum, payable semiannually in arrears on June 5 and December 5 of each year (each, an “ Interest Payment Date ”), commencing on December 5, 2014 until the principal is paid or made available for payment. Interest on this Security will accrue from, and including, the most recent date to which interest has been paid or duly provided for or, if no interest has been paid or duly provided for, from, and including, June 3, 2014, in each case to, but excluding, the next Interest Payment Date or the date on which the principal hereof has been paid or made available for payment, as the case may be. Interest shall be computed on the basis of a 360-day year of twelve 30-day months.

2. METHOD OF PAYMENT. The Company shall pay interest on this Security (except defaulted interest, if any, which shall be paid on such special payment date as may be fixed in accordance with the Indenture referred to below) on the applicable Interest Payment Date to the Persons who are registered Holders at the close of business on the May 15 or November 15 (whether or not a Business Day) immediately preceding the applicable Interest Payment Date. A holder must surrender this Security to a Paying Agent to collect principal and premium payments. The Company shall pay principal, premium, if any, and interest in money of the United States that at the time of payment is legal tender for payment of public and private debts.

3. PAYING AGENT AND REGISTRAR. Initially, The Bank of New York Mellon Trust Company, N.A., the Trustee under the Indenture, shall act as Paying Agent and Registrar. The Company may change or appoint any Paying Agent, Registrar or co-Registrar without notice to any Holder. The Company or any of its Subsidiaries may act as Paying Agent, Registrar or co-Registrar.

4. INDENTURE. The Company issued this Security under the Indenture (the “ Base Indenture ”), dated as of April 15, 2013, among Fidelity National Information Services, Inc., the Guarantors parties thereto and The Bank of New York Mellon Trust Company, N.A., as Trustee, as amended by the Third Supplemental Indenture (the “ Third Supplemental Indenture ”), dated as of June 3, 2014, between such parties (the Base Indenture, as amended by the Third Supplemental Indenture, the “ Indenture ”). The terms of this Security were established pursuant to the Third Supplemental Indenture. The terms of this Security include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939, as amended (“ TIA ”). This Security is subject to all such terms, and Holders are referred to the Indenture and the TIA. The Company will provide a copy of the Indenture, without charge, upon written request to the Company sent to 601 Riverside Avenue, Jacksonville, Florida 32204, Attention: Corporate Secretary.

 

A-3


5. PERSONS DEEMED OWNERS. Subject to Section 3.8 of the Base Indenture, the registered Holder or Holders of this Security shall be treated as owners of it for all purposes.

6. OPTIONAL REDEMPTION. The Company may, at its option, redeem the Notes, in whole or in part, at any time prior to the maturity date, at a Redemption Price equal to the greater of (i) 100% of the aggregate principal amount of any Notes to be redeemed; or (ii) the sum of the present values of the remaining scheduled payments of principal of and interest on the Notes to be redeemed, not including accrued and unpaid interest, if any, to the Redemption Date, discounted to the Redemption Date on a semi-annual basis (assuming a 360-day year of twelve 30 day months) at the Treasury Rate plus 12.5 basis points, plus, in each case, accrued and unpaid interest, if any, on the Notes being redeemed to, but not including, the Redemption Date (subject to the right of Holders of record at the close of business on the relevant Regular Record Date to receive interest due on any Interest Payment Date that is on or prior to the Redemption Date).

7. CHANGE OF CONTROL TRIGGERING EVENT. In the event of a Change of Control Triggering Event, the Holders of Notes shall have the right to require the Company to repurchase all or any part of such Holder’s Notes at a purchase price in cash equal to 101% of the aggregate principal amount of the Notes repurchased, plus accrued and unpaid interest, if any, on the Notes repurchased, to, but excluding, the date of purchase pursuant to the provisions of Section 2.7 of the Third Supplemental Indenture, subject to compliance with the procedures specified pursuant to the Third Supplemental Indenture.

8. LEGAL HOLIDAYS. In any case where any Interest Payment Date, Redemption Date, Stated Maturity or Maturity of this Security shall not be a Business Day at any Place of Payment, then (notwithstanding any other provision of the Indenture or of this Security), payment of principal, premium, if any, or interest need not be made at such Place of Payment on such date, but may be made on the next succeeding Business Day at such Place of Payment with the same force and effect as if made on such date; provided that no interest shall accrue on the amount so payable for the period from and after such Interest Payment Date, Redemption Date, Stated Maturity or Maturity, as the case may be.

9. UNCLAIMED MONEY. Subject to the terms of the Indenture, if money for the payment of principal, premium, if any, or interest remains unclaimed for two years, the Trustee or Paying Agent shall pay the money back to the Company at its request, and thereafter Holders entitled to the money shall, as an unsecured general creditor, look only to the Company for payment thereof, and all liability of the Trustee or such Paying Agent with respect to such trust money, and all liability of the Company as trustee thereof, shall thereupon cease.

10. AMENDMENT, SUPPLEMENT. Subject to certain exceptions, the Indenture or this Security may be amended or supplemented with the consent of the Holders of at least a majority in aggregate principal amount of the Securities of each series affected by the amendment. Without the consent of any Holder, the Company, the Guarantors and the Trustee may amend or supplement the Indenture or this Security to, among other things, cure certain ambiguities or correct certain mistakes or to create another series of Securities and establish its terms.

 

A-4


11. DEFAULTS AND REMEDIES. The Events of Default set forth in Sections 5.1(1), (2), (3), (4), (5), (6) and (7) of the Base Indenture apply to this Security.

If an Event of Default, other than an Event of Default described in Section 5.1(5) or (6) of the Base Indenture, with respect to the Outstanding Securities of the same series as this Security occurs and is continuing, the Trustee or the Holders of at least 25% in aggregate principal amount of all Outstanding Securities of the same series as this Security, by written notice to the Company (and, if given by the Holders, to the Trustee), may declare the principal of and accrued and unpaid interest, if any, on the aggregate principal amount of all Outstanding Securities of the same series as this Security to be due and payable, and upon any such declaration, such principal and interest, if any, shall be immediately due and payable; provided that, after such a declaration of acceleration with respect to this Security has been made, the Holders of a majority in aggregate principal amount of all Outstanding Securities of the same series as this Security, by written notice to the Trustee, may rescind and annul such declaration and its consequences as provided, and subject to satisfaction of the conditions set forth, in the Indenture. If an Event of Default specified in Section 5.1(5) or Section 5.1(6) of the Base Indenture occurs with respect to the Securities of the same series as this Security, the principal of and accrued and unpaid interest, if any, on all the Outstanding Securities of that series shall automatically become immediately due and payable without any declaration or act by the Trustee, the Holders of the Securities or any other party.

The Holders of a majority in aggregate principal amount of all Outstanding Securities of the same series as this Security, by written notice to the Trustee, may waive, on behalf of all Holders of such Securities, any past Default or Event of Default with respect to such securities and its consequences except (a) a Default or Event of Default in the payment of the principal of, or interest on, any such Security or (b) a Default or Event of Default in respect of a covenant or provision of the Indenture which, pursuant to the Indenture, cannot be amended or modified without the consent of each Holder of each affected Outstanding Security of the same series as this Security. Upon any such waiver, such Default shall cease to exist, and any Event of Default arising therefrom shall be deemed to have been cured.

12. AMOUNT UNLIMITED. The aggregate principal amount of Securities which may be authenticated and delivered under the Indenture is unlimited. The Securities may be issued from time to time in one or more series. The Company may from time to time, without the consent of the Holders of this Security, issue additional Securities of the series of which this Security is a part on substantially the same terms and conditions as those of this Security.

13. TRUSTEE DEALINGS WITH COMPANY. Subject to the TIA, The Bank of New York Mellon Trust Company, N.A., as Trustee under the Indenture, in its individual or any other capacity, may make loans to, accept deposits from, and perform services for the Company, the Guarantors or their respective affiliates, and may otherwise deal with the Company, the Guarantors or their respective affiliates, as if it were not Trustee.

 

A-5


14. NO RECOURSE AGAINST OTHERS. No director, officer, employee, stockholder, member, general or limited partner of the Company or any Guarantor as such or in such capacity shall have any personal liability for any obligations of the Company or any Guarantor under this Security, any guarantee or the Indenture or for any claim based on, in respect of or by reason of such obligations or their creation. Each Holder, by accepting this Security, waives and releases all such liability. Such waiver and release are part of the consideration for the issue of this Security.

15. DISCHARGE OF INDENTURE. The Indenture contains certain provisions pertaining to discharge and defeasance.

16. GUARANTEES. The Company’s obligations under this Security are jointly and severally, fully and unconditionally guaranteed, to the extent set forth in the Indenture, by the Guarantors, which may nevertheless be released from their obligations under the circumstances specified in the Indenture.

17. AUTHENTICATION. This Security shall not be valid until the Trustee signs the certificate of authentication on the other side of this Security.

18. GOVERNING LAW. THIS SECURITY SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE INTERNAL LAWS OF THE STATE OF NEW YORK.

19. ABBREVIATIONS. Customary abbreviations may be used in the name of a Holder or an assignee, such as: TEN COM (= tenants in common), TEN ENT (= tenants by the entireties), JT TEN (= joint tenants with right of survivorship and not as tenants in common), CUST (= custodian), and U/G/M/A (= Uniform Gifts to Minors Act).

[ Remainder of Page Intentionally Left Blank ]

 

A-6


ASSIGNMENT FORM

If you, as Holder of this Security, want to assign this Security, fill in the form below: I or we assign and transfer this Security to:

 

 

(Insert assignee’s social security or tax ID number)

 

 

  

 

  

 

  

(Print or type assignee’s name, address, and zip code)

and irrevocably appoint:

 

 

  

as agent to transfer this Security on the books of the Company. The agent may substitute another to act for him/her.

 

 

Date:  

 

Your signature:

 

(Your signature must correspond with the name as it appears upon the face of this Security in every particular without alteration or enlargement or any change whatsoever and be guaranteed by a guarantor institution participating in the Securities Transfer Agents Medallion Program or in such other guarantee program acceptable to the Trustee)
Signature  
Guarantee:  

 

 

A-7


[FORM OF NOTATION OF GUARANTEE]

Each of the undersigned (collectively, the “ Guarantors ”) have guaranteed, jointly and severally, absolutely, unconditionally and irrevocably (such guarantee by each Guarantor being referred to herein as the “ Guarantee ”) (i) the due and punctual payment of the principal of (and premium, if any) and interest on the 1.450% Senior Notes due 2017 (the “ Notes ”) issued by Fidelity National Information Services, Inc., a Georgia corporation (the “ Company ”), whether at Stated Maturity, by acceleration or otherwise (including, without limitation, the amount that would become due but for the operation of any automatic stay provision of any Bankruptcy Law), the due and punctual payment of interest on the overdue principal and interest, if any, on the Notes, to the extent lawful, and the due and punctual performance of all other obligations of the Company to the Holders or the Trustee all in accordance with the terms set forth in Article 12 of the Indenture and (ii) in case of any extension of time of payment or renewal of any Notes or any of such other obligations, that the same will be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, whether at Stated Maturity, by acceleration or otherwise subject, however, in the case of clauses (i) and (ii) above, to the limitations set forth in Section 12.3 of the Base Indenture.

No director, officer, employee, stockholder, general or limited partner or incorporator, past, present or future, of the Guarantors, as such or in such capacity, shall have any personal liability for any obligations of the Guarantors under the Guarantees by reason of his, her or its status as such director, officer, employee, stockholder, general or limited partner or incorporator. Each Holder of Notes by accepting a Note waives and releases all such liability. The waiver and release are part of the consideration for the issuance of the Guarantees.

Each holder of a Note by accepting a Note agrees that any Guarantor named below shall have no further liability with respect to its Guarantee if such Guarantor otherwise ceases to be liable in respect of its Guarantee in accordance with the terms of the Indenture.

Capitalized terms used herein without definition shall have the meanings assigned to them in the Notes.

The Guarantee shall not be valid or obligatory for any purpose until the certificate of authentication on the Notes upon which the Guarantee is noted shall have been executed by the Trustee under the Indenture by the manual signature of one of its authorized signatories.

[The Remainder of This Page Intentionally Left Blank; Signature Pages Follow]

 

A-8


Guarantors:

 

ADVANCED FINANCIAL SOLUTIONS, INC.

ASSET EXCHANGE, INC.

ATM MANAGEMENT SERVICES, INC.

AURUM TECHNOLOGY, LLC

CARD BRAZIL HOLDINGS, INC.

CHEX SYSTEMS, INC.

EFD ASIA, INC.

EFUNDS CORPORATION

EFUNDS GLOBAL HOLDINGS CORPORATION

EFUNDS IT SOLUTIONS GROUP, INC.

ENDPOINT EXCHANGE LLC

FIDELITY INFORMATION SERVICES INTERNATIONAL

HOLDINGS, INC.

FIDELITY INFORMATION SERVICES, LLC

FIDELITY INTERNATIONAL RESOURCE

MANAGEMENT, INC.

FIDELITY NATIONAL ASIA PACIFIC HOLDINGS, LLC

FIDELITY NATIONAL CARD SERVICES, INC.

FIDELITY NATIONAL E-BANKING SERVICES, INC.

FIDELITY NATIONAL FIRST BANKCARD SYSTEMS, INC.,

as Guarantors

 

FIDELITY NATIONAL GLOBAL CARD SERVICES, INC.

FIDELITY NATIONAL INFORMATION SERVICES, LLC

FIRM I, LLC

FIRM II, LLC

FIS MANAGEMENT SERVICES, LLC

FIS OUTPUT SOLUTIONS, LLC

FIS SOLUTIONS, LLC

GHR SYSTEMS, INC.

KIRCHMAN CORPORATION

LINK2GOV CORP.

METAVANTE CORPORATION

NYCE PAYMENTS NETWORK, LLC

PAYMENT SOUTH AMERICA HOLDINGS, INC.

PENLEY, INC.

PRIME ASSOCIATES, INC.

SANCHEZ COMPUTER ASSOCIATES, LLC

SANCHEZ SOFTWARE, LTD.

SECOND FOUNDATION, INC.

TREEV LLC

VALUTEC CARD SOLUTIONS, LLC

VECTORSGI, INC.

VICOR, INC.

WILDCARD SYSTEMS, INC.,

as Guarantors

 

By:  

 

    By:  

 

Name:       Name:  
Title:       Title:  
CERTEGY CHECK SERVICES, INC.      
CLEARCOMMERCE CORPORATION      
COMPLETE PAYMENT RECOVERY SERVICES, INC.      
FIDELITY NATIONAL PAYMENT SERVICES, INC.      
FIS CAPITAL LEASING, INC.      
METAVANTE HOLDINGS, LLC      
METAVANTE PAYMENT SERVICES, LLC      
THE CAPITAL MARKETS COMPANY,      

as Guarantors

     
By:  

 

     
Name:        
Title:        

 

A-9


EXHIBIT B

PURCHASE NOTICE

(1) Pursuant to Section 2.7 of the Third Supplemental Indenture, the undersigned hereby elects to have its Note repurchased by the Company.

(2) The undersigned hereby directs the Trustee or the Company to pay it or                      an amount in cash equal to 101% of the aggregate principal amount to be repurchased (as set forth below), plus interest accrued to, but excluding, the Change of Control Payment Date, as applicable, as provided in the Third Supplemental Indenture.

Dated:

 

 

 

Signature(s)
Signature(s) must be guaranteed by an Eligible Guarantor Institution with membership in an approved signature guarantee program pursuant to Rule 17Ad-15 under the Securities Exchange Act of 1934.

 

Signature Guaranteed

Social Security or other Taxpayer Identification Number of recipient of Change of Control Payment

 

 

Principal amount to be repurchased:

 

 

B-1


Remaining aggregate principal amount following such repurchase (at least U.S.$2,000 or an integral multiple of $1,000 in excess thereof):

 

 

NOTICE: The signature to the foregoing election must correspond to the name as written upon the face of the related Note in every particular, without alteration or any change whatsoever.

 

B-2

Exhibit 4.2

F OURTH S UPPLEMENTAL I NDENTURE

FOURTH SUPPLEMENTAL INDENTURE (this “Fourth Supplemental Indenture”), dated as of June 3, 2014 among Fidelity National Information Services, Inc., a Georgia corporation (the “Company”), each of the Guarantors party hereto (the “Guarantors”) and The Bank of New York Mellon Trust Company, N.A., a national banking association (the “Trustee”).

WHEREAS, the Company, the Guarantors and the Trustee entered into an Indenture (the “Base Indenture”), dated as of April 15, 2013, pursuant to which the Company may issue Securities from time to time;

WHEREAS, the Company proposes to issue and establish a new series of Securities in accordance with Section 3.1 of the Base Indenture pursuant to this Fourth Supplemental Indenture (the Base Indenture, as supplemented and amended by this Fourth Supplemental Indenture, the “Indenture”); and

WHEREAS, all things necessary to make this Fourth Supplemental Indenture the legal, valid and binding obligation of the Company have been done.

NOW, THEREFORE, for and in consideration of the premises, it is mutually covenanted and agreed as follows:

ARTICLE I

DEFINITIONS

Section 1.1 Definitions . Capitalized terms used herein without definition shall have the respective meanings given them in the Base Indenture, provided that references to “this Indenture”, “herein”, “hereof” and “hereunder” and other words of a similar import in the Base Indenture shall be deemed to be a reference to the Base Indenture as supplemented and amended by this Fourth Supplemental Indenture. Any references to “Article” or “Section” herein, shall be a reference to an article or section of this Fourth Supplemental Indenture unless expressly specified otherwise. For purposes of this Fourth Supplemental Indenture, the following terms shall have the meanings specified below, notwithstanding any contrary definition in the Base Indenture.

“Below Investment Grade Rating Event” means the rating on the Notes (as hereinafter defined) is lowered by each of the Rating Agencies and the Notes are rated below an Investment Grade Rating by each of the Rating Agencies on any date from the date of the public notice of an arrangement that could result in a Change of Control until the end of the 60-day period following public notice of the occurrence of the Change of Control (which 60-day period shall be extended so long as the rating of the Notes is under publicly announced consideration for possible downgrade by any Rating Agency).

“Change of Control” means the occurrence of any of the following: (1) the direct or indirect sale, lease, transfer, conveyance or other disposition (other than by way of merger or consolidation), in one or a series of related transactions, of all or substantially all of


the properties and assets of the Company and its Subsidiaries taken as a whole to any “person” or “group” (as those terms are used in Section 13(d)(3) of the Exchange Act) other than the Company and its Subsidiaries; (2) the approval by the holders of the Company’s common stock of any plan or proposal for the liquidation or dissolution of the Company (whether or not otherwise in compliance with the provisions of the Indenture); (3) the consummation of any transaction (including, without limitation, any merger or consolidation) the result of which is that any “person” or “group” (as those terms are used in Section 13(d)(3) of the Exchange Act) becomes the “beneficial owner” (as defined in Rules 13d-3 and 13d-5 under the Exchange Act), directly or indirectly, of more than 50% of the then outstanding number of shares of the Company’s voting stock; (4) the Company consolidates or merges with or into any entity, pursuant to a transaction in which any of the outstanding voting stock of the Company or such other entity is converted into or exchanged for cash, securities or other property (except when voting stock of the Company constitutes, or is converted into, or exchanged for, at least a majority of the voting stock of the surviving person); or (5) the first day on which a majority of the members of the Company’s Board of Directors are not Continuing Directors.

“Change of Control Triggering Event” means the occurrence of both a Change of Control and a Below Investment Grade Rating Event.

“Comparable Treasury Issue” means the United States Treasury security selected by an Independent Investment Banker as having a maturity comparable to the remaining term of the Notes that would be utilized, at the time of selection and in accordance with customary financial practice, in pricing new issues of corporate debt securities of a comparable maturity to the remaining term of the Notes.

“Comparable Treasury Price” of a Comparable Treasury Issue means, with respect to any Redemption Date:

 

  (i) the average of the Reference Treasury Dealer Quotations for such Redemption Date, after excluding the highest and lowest of the Reference Treasury Dealer Quotations; or

 

  (ii) if the Company obtains fewer than four Reference Treasury Dealer Quotations, the arithmetic average of such Reference Treasury Dealer Quotations; or

 

  (iii) if the Company obtains only one Reference Treasury Dealer Quotation, such Reference Treasury Dealer Quotation.

“Continuing Directors” means, as of any date of determination, any member of the Company’s Board of Directors who (1) was a member of the Company’s Board of Directors on the date of the issuance of the Notes; or (2) was nominated for election or elected to the Company’s Board of Directors with the approval of at least a majority of the Continuing Directors who were members of the Company’s Board of Directors at the time of such nomination or election (either by a specific vote or by approval of the Company’s proxy statement in which such member was named as a nominee for election as a director, without objection to such nomination).

 

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“Exchange Act” means the Securities Exchange Act of 1934, as amended.

“Fitch” means Fitch Ratings, Inc. and any successor to its rating agency business.

“Independent Investment Banker” means one of the Reference Treasury Dealers or its successor selected by the Company or, if it is unwilling or unable to select the applicable Comparable Treasury Issue, an independent investment banking institution of national standing appointed by the Company.

“Investment Grade Rating” means a rating equal to or higher than BBB- (or the equivalent) by Fitch, Baa3 (or the equivalent) by Moody’s and BBB- (or the equivalent) by S&P, respectively.

“Moody’s” shall have the meaning given such term in the Base Indenture.

“Ratings Agencies” means each of Fitch, Moody’s and S&P, so long as such entity makes a rating of the Notes publicly available; provided, however, if any of Fitch, Moody’s or S&P ceases to rate the Notes or fails to make a rating of the Notes publicly available for reasons outside of the control of the Company, the Company shall be allowed to designate a “nationally recognized statistical rating organization” within the meaning of Rule 15c3-l(e)(2)(vi)(F) under the Exchange Act (as certified by a resolution of the Board of Directors of the Company) as a replacement agency for the agency that ceased to make such a rating publicly available. For the avoidance of doubt, failure by the Company to pay rating agency fees to make a rating of the Notes shall not be a “reason outside of the control of the Company” for the purposes of the preceding sentence.

“Reference Treasury Dealers” means Citigroup Global Markets Inc., J.P. Morgan Securities LLC and Merrill Lynch, Pierce, Fenner & Smith Incorporated (or their respective successors) and one other primary U.S. government securities dealer selected by Citigroup Global Markets Inc., J.P. Morgan Securities LLC and Merrill Lynch, Pierce, Fenner & Smith Incorporated (each, a “Primary Treasury Dealer”). If any of the foregoing ceases to be a Primary Treasury Dealer, the Company will substitute another Primary Treasury Dealer in its place.

“Reference Treasury Dealer Quotations” means, with respect to each Reference Treasury Dealer and any Redemption Date, the average, as determined by the Company (or the Independent Investment Banker), of the bid and asked prices for the Comparable Treasury Issue, expressed in each case as a percentage of its principal amount, quoted in writing by such Reference Treasury Dealer at 5:00 p.m., New York City time, on the third Business Day preceding such Redemption Date.

“S&P” shall have the meaning given such term in the Base Indenture.

“Treasury Rate” means, with respect to any Redemption Date, (1) the yield, under the heading which represents the average for the immediately preceding week, appearing in the most recently published statistical release designated “H.15(519)” or any successor publication which is published weekly by the Board of Governors of the Federal

 

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Reserve System and which establishes yields on actively traded United States Treasury securities adjusted to constant maturity under the caption “Treasury Constant Maturities,” for the maturity corresponding to the Comparable Treasury Issue (if no maturity is within three months before or after June 5, 2024, yields for the two published maturities most closely corresponding to the Comparable Treasury Issue shall be determined and the Treasury Rate shall be interpolated or extrapolated from such yields on a straight line basis, rounding to the nearest month), (2) if the period from the Redemption Date to June 5, 2024 is less than one year, the weekly average yield on actually traded United States Treasury securities adjusted to a constant maturity of one year will be used, or (3) if such release (or any successor release) is not published during the week preceding the calculation date or does not contain such yields, the rate per annum equal to the semi-annual equivalent yield to maturity, computed as of the third Business Day immediately preceding the Redemption Date, of the Comparable Treasury Issue, assuming a price for the Comparable Treasury Issue, expressed as a percentage of its principal amount, equal to the Comparable Treasury Price for the Redemption Date.

Section 1.2 The Base Indenture is hereby amended, solely with respect to the 3.875% Senior Notes due 2024, by amending the definitions of “Affiliate”, “Credit Agreement” and “Eligible Cash Equivalents” as they appear in Section 1.1 thereof to read as follows:

“Affiliate” means, with respect to any Person, any other Person directly or indirectly controlling, directly or indirectly controlled by, or under direct or indirect common control with, such Person. For purposes of this definition, “control” (including, with correlative meanings, the terms “controlling,” “controlled by” and “under common control with”) with respect to any Person, means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of such Person, whether through the ownership of voting securities, by contract or otherwise. For the avoidance of doubt, Fidelity National Financial, Inc., Black Knight InfoServ, LLC (formerly known as Lender Processing Services, Inc.), and each of their respective subsidiaries, shall not be deemed to be Affiliates of the Company or any of its Subsidiaries solely due to overlapping officers or directors.

“Credit Agreement” means the Fourth Amended and Restated Credit Agreement dated as of April 23, 2013, among the Company, the guarantors named therein, JPMorgan Chase Bank, N.A., as administrative agent, and various financial institutions and other Persons from time to time parties thereto, as amended, supplemented, or modified from time to time.

“Eligible Cash Equivalents” means any of the following: (i) securities issued or directly and fully guaranteed or insured by the United States or any agency or instrumentality thereof (provided that the full faith and credit of the United States is pledged in support thereof) maturing not more than one year after the date of acquisition (or such other maturities if not prohibited by the Credit Agreement); (ii) time deposits in and certificates of deposit of any Eligible Bank (or in any other financial institution to the extent the amount of such deposit is within the limits insured by the Federal Deposit Insurance Corporation), provided that such investments have a maturity date not more than two years after the date of acquisition and that the average life of all such investments is one year or less from the respective dates of acquisition; (iii) repurchase obligations with a term of not more than 180 days for underlying securities of the types described in clause (i) above or clause (iv) below entered into with any

 

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Eligible Bank or securities dealers of recognized national standing; (iv) direct obligations issued by any state of the United States or any political subdivision or public instrumentality thereof, provided that such investments mature, or are subject to tender at the option of the holder thereof, within 365 days after the date of acquisition (or such other maturities if not prohibited by the Credit Agreement) and, at the time of acquisition, have 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 equivalent ratings by any other nationally recognized rating agency); (v) commercial paper of any Person other than an Affiliate of the Company and other than structured investment vehicles, provided that such investments have a rating of at least A-2 or P-2 from either S&P or Moody’s and mature within 180 days after the date of acquisition (or such other maturities if not prohibited by the Credit Agreement); (vi) overnight and demand deposits in and bankers’ acceptances of any Eligible Bank and demand deposits in any bank or trust company to the extent insured by the Federal Deposit Insurance Corporation against the Bank Insurance Fund; (vii) money market funds (and shares of investment companies that are registered under the Investment Company Act of 1940) substantially all of the assets of which comprise investments of the types described in clauses (i) through (vi); (viii) United States dollars, or money in other currencies received in the ordinary course of business; (ix) asset-backed securities and corporate securities that are eligible for inclusion in money market funds; (x) fixed maturity securities which are rated BBB- and above by S&P or Baa3 and above by Moody’s; provided such investments will not be considered Eligible Cash Equivalents to the extent that the aggregate amount of investments by the Company and its Subsidiaries in fixed maturity securities which are rated BBB+, BBB or BBB- by S&P or Baa1, Baa2 or Baa3 by Moody’s exceeds 20% of the aggregate amount of their investments in fixed maturity securities; and (xi) instruments equivalent to those referred to in clauses (i) through (vi) above or funds equivalent to those referred to in clause (vii) above denominated in Euros or any other foreign currency customarily used by corporations for cash management purposes in jurisdictions outside the United States to the extent advisable in connection with any business conducted by the Company or any Subsidiary, all as determined in good faith by the Company.

ARTICLE II

THE NOTES

There is hereby established a new series of Securities with the following terms:

Section 2.1 Title; Nature . Pursuant to the terms hereof and Sections 2.1, 3.1 and 3.3 of the Base Indenture, the Company hereby creates a series of Securities designated as the “3.875% Senior Notes due 2024” (the “Notes”), which shall be deemed “Securities” for all purposes under the Base Indenture. The CUSIP Number of the Notes shall be 31620MAM8.

Section 2.2 Principal Amount . The limit upon the aggregate principal amount of the Notes which may be authenticated and delivered under the Indenture (except for Notes authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of other Notes pursuant to Sections 3.4, 3.5, 3.6, 8.6 or 10.7 of the Base Indenture or Section 2.7 of this Fourth Supplemental Indenture and except (i) for any Notes which, pursuant to Section 3.3 of the Base Indenture, are deemed never to have been authenticated and delivered thereunder and (ii) as

 

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provided in the last sentence of Section 3.1(c) of the Base Indenture) is $700,000,000. The Company may from time to time, without notice to, or the consent of, the holders of the Notes increase the principal amount of the Notes, on the same terms and conditions (except for the issue date, the public offering price and, in some cases, the first interest payment date); provided that if any additional Notes are issued at a price that causes them to have “original issue discount” within the meaning of the Internal Revenue Code of 1986, as amended, and the regulations thereunder, such additional Notes shall not have the same CUSIP Number as the original Notes. The Notes shall be initially issued on the date hereof and thereafter upon any reopening of the series of which the Notes are a part.

Section 2.3 Stated Maturity of Principal . The date on which the principal of the Notes is payable, unless the Notes are theretofore accelerated or redeemed or purchased pursuant to the Indenture, shall be June 5, 2024. The Notes shall bear no premium upon payment at Stated Maturity.

Section 2.4 Interest . The rate at which the Notes shall bear interest shall be 3.875% per annum. Interest shall be computed on the basis of a 360-day year of twelve 30-day months and shall be payable semi-annually in arrears in accordance herewith and with the Indenture. Interest on the Notes shall accrue on the principal amount from, and including, the most recent date to which interest has been paid or duly provided for or, if no interest has been paid or duly provided for, from, and including, the date hereof, in each case to, but excluding, the next Interest Payment Date or the date on which the principal of the Notes has been paid or made available for payment, as the case may be. The Interest Payment Date of the Notes shall be June 5 and December 5 of each year. The initial Interest Payment Date shall be December 5, 2014. The Regular Record Date corresponding to any Interest Payment Date occurring on June 5 shall be the immediately preceding May 15 (whether or not a Business Day), and the Regular Record Date corresponding to any Interest Payment Date occurring on December 5 shall be the immediately preceding November 15 (whether or not a Business Day). Interest payable on the Notes on an Interest Payment Date shall be payable to the Persons in whose name the Notes are registered at the close of business on the Regular Record Date for such Interest Payment Date provided, however, that Defaulted Interest shall be payable as provided in the Base Indenture.

Section 2.5 Place of Payment . The Place of Payment where the principal of and premium, if any, and interest on the Notes shall be payable is at the agency of the Company maintained for that purpose at the office of The Bank of New York Mellon Trust Company, N.A., 101 Barclay Street, Attention: Corporate Trust Administration, New York, New York 10286; provided, however, that payment of interest due on an Interest Payment Date may be made at the option of the Company by check mailed to the address of the Person entitled thereto as such address shall appear in the Register or by transfer to an account maintained by the Person entitled thereto with a bank located in the United States; provided that the Paying Agent shall have received the relevant wire transfer information by the related Regular Record Date; and provided further that the Depositary, or its nominee, as holder of Notes in global form, shall be entitled to receive payments of interest, principal and premium, if any, by wire transfer of immediately available funds.

 

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Section 2.6 Optional Redemption .

(1) The provisions of Article 10 of the Base Indenture shall be applicable to the Notes, subject to the provisions of this Section 2.6.

(2) The Company may, at its option, redeem the Notes, in whole or in part, at any time prior to March 5, 2024, at a Redemption Price equal to the greater of (i) 100% of the aggregate principal amount of Notes to be redeemed or (ii) the sum of the present values of the remaining scheduled payments of principal of and interest on the Notes to be redeemed, not including accrued and unpaid interest, if any, to the Redemption Date, discounted to the Redemption Date on a semi-annual basis (assuming a 360-day year of twelve 30-day months) at the Treasury Rate plus 25 basis points, plus, in each case, accrued and unpaid interest, if any, on the Notes being redeemed to, but not including, the Redemption Date (subject to the right of Holders of record at the close of business on the relevant Regular Record Date to receive interest due on any Interest Payment Date that is on or prior to the Redemption Date). The Company shall give the Trustee written notice of the Redemption Price with respect to any redemption pursuant to this clause (2) promptly after the calculation thereof and the Trustee shall have no responsibility for such calculation.

(3) The Company may, at its option, redeem the Notes, in whole or in part, at any time on or after March 5, 2024, at a Redemption Price equal to 100% of the aggregate principal amount of the Notes being redeemed, plus accrued and unpaid interest, if any, on the Notes being redeemed to, but not including, the Redemption Date (subject to the right of Holders of record at the close of business on the relevant Regular Record Date to receive interest due on any Interest Payment Date that is on or prior to the Redemption Date).

Section 2.7 Right to Require Repurchase Upon a Change of Control Triggering Event .

(1) Upon the occurrence of any Change of Control Triggering Event, each Holder of Notes shall have the right to require the Company to repurchase all or any part of such Holder’s Notes pursuant to the offer described below (the “Change of Control Offer”) on the terms set forth herein (provided that with respect to the Notes submitted for repurchase in part, the remaining portion of such Notes is in a principal amount of $2,000 or an integral multiple of $1,000 in excess thereof) at a purchase price in cash equal to 101% of the aggregate principal amount of the Notes repurchased plus accrued and unpaid interest, if any, on the Notes repurchased, to, but excluding, the date of purchase (the “Change of Control Payment”).

(2) Within 30 days following any Change of Control Triggering Event, the Company shall mail or deliver in accordance with the applicable procedures of the Depositary a notice to Holders of Notes, with a written copy to the Trustee, which notice shall govern the terms of the Change of Control Offer. Such notice shall state:

(i) a description of the transaction or transactions that constitute the Change of Control Triggering Event;

(ii) that the Change of Control Offer is being made pursuant to this Section 2.7 and that all Notes validly tendered and not withdrawn will be accepted for payment;

 

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(iii) the Change of Control Payment and the “Change of Control Payment Date,” which date shall be no earlier than 30 days and no later than 60 days from the date such notice is mailed;

(iv) that Holders electing to have any Notes purchased pursuant to a Change of Control Offer will be required to surrender the Notes, with the form entitled “Purchase Notice” attached hereto as Exhibit B completed, or transfer the Notes by book-entry transfer, to the Paying Agent at the address specified in the notice prior to the close of business on the third Business Day preceding the Change of Control Payment Date;

(v) that Holders of the Notes will be entitled to withdraw their election if the Paying Agent receives, not later than the close of business on the second Business Day preceding the Change of Control Payment Date, a telegram, telex, facsimile transmission or letter setting forth the name of such Holder, the principal amount of Notes delivered for purchase, and a statement that such Holder is withdrawing his or her election to have the Notes purchased; and

(vi) if the notice is mailed prior to the date of the consummation of the Change of Control, the notice will state that the Change of Control Offer is conditioned on the Change of Control Triggering Event occurring on or prior to the Change of Control Payment Date.

(3) On the Change of Control Payment Date, the Company shall be required, to the extent lawful, to:

(i) accept for payment all Notes or portions of Notes properly tendered and not withdrawn pursuant to the Change of Control Offer;

(ii) deposit with the Paying Agent an amount equal to the Change of Control Payment in respect of all Notes or portions of Notes properly tendered; and

(vii) deliver or cause to be delivered to the Trustee the Notes properly accepted together with an Officers’ Certificate stating the aggregate principal amount of Notes or portions of Notes being purchased.

The Paying Agent will promptly mail to each Holder of Notes properly tendered and not withdrawn the Change of Control Payment for such Notes (or with respect to Global Notes otherwise make such payment in accordance with the applicable procedures of the Depositary), and the Trustee will promptly authenticate and mail (or cause to be transferred by book-entry) to each Holder of Notes properly tendered and not withdrawn a new Note equal in principal amount to any unpurchased portion of any Notes surrendered; provided that each new Note will be in a principal amount of $2,000 or an integral multiple of $1,000 in excess thereof.

(4) The Company shall comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent those laws and regulations are applicable in connection with the repurchase of Notes as a result of a Change of Control Triggering Event. To the extent that the provisions of any securities laws

 

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or regulations conflict with this Section 2.7, the Company will comply with the applicable securities laws and regulations and will not be deemed to have breached its obligations under this Section 2.7 by virtue of such conflicts.

(5) Notwithstanding the foregoing, the Company will not be required to make an offer to repurchase the Notes upon a Change of Control Triggering Event if (i) a third party makes such an offer in the manner, at the times and otherwise in compliance with the requirements for an offer made by the Company and such third party purchases all the Notes properly tendered and not withdrawn under its offer or (ii) prior to the occurrence of the related Change of Control Triggering Event, the Company has given written notice of a redemption to the Holders of the Notes as provided under Section 2.6 hereof unless the Company has failed to pay the Redemption Price on the Redemption Date.

Section 2.8 No Sinking Fund . There shall be no obligation of the Company to redeem or purchase the Notes pursuant to any sinking fund or analogous provisions, or except as set forth in Section 2.7 hereof, to repay any of the Notes prior to June 5, 2024 at the option of a Holder thereof. Article 11 of the Base Indenture shall not apply to the Notes.

Section 2.9 Guarantees . Section 9.9 and Article 12 of the Base Indenture shall apply without amendment or variation to the Notes.

Section 2.10 Denominations . The Notes shall be issued in fully registered form as Registered Securities (and shall in no event be issuable in the form of Bearer Securities) in denominations of two thousand Dollars ($2,000) or any amount in excess thereof which is an integral multiple of one thousand Dollars ($1,000). The Notes shall be denominated, and all payments thereon shall be made, in Dollars.

Section 2.11 Global Notes . The Notes shall initially be issued in global form. The Depository Trust Company shall be the initial Depositary for the Notes. The Notes shall be transferred only in accordance with the provisions of Section 3.5 of the Base Indenture. Beneficial interests in Notes issued in global form shall be exchangeable for certificated Securities representing such Notes only the circumstances set forth in the seventh paragraph of Section 3.5 of the Base Indenture.

Section 2.12 Form of Notes . The form of the global Security representing the Notes is attached hereto as Exhibit A .

Section 2.13 Defeasance . For purposes of the Notes, Section 2.7 of this Fourth Supplemental Indenture shall be considered an additional covenant specified pursuant to Section 3.1 of the Base Indentures for purposes of Section 4.5 of the Base Indenture.

Section 2.14 Events of Default . The Events of Default set forth in Sections 5.1 (1), (2), (3), (4), (5), (6) and (7) of the Base Indenture shall apply to the Notes.

Section 2.15 Other Provisions . The Trustee is appointed as the initial Registrar and Paying Agent for the Notes.

 

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ARTICLE III

MISCELLANEOUS

Section 3.1 Base Indenture; Effect of the Fourth Supplemental Indenture . The Base Indenture, as supplemented and amended hereby, is in all respects ratified and confirmed, and the terms and conditions thereof, as amended hereby, shall be and remain in full force and effect. The Base Indenture and the Fourth Supplemental Indenture shall be read, taken and construed as one and the same instrument.

Section 3.2 Conflict with Trust Indenture Act . If any provision hereof limits, qualifies or conflicts with another provision hereof which is required or deemed to be included in this Fourth Supplemental Indenture by any of the provisions of the Trust Indenture Act, such required or deemed included provision shall control.

Section 3.3 Successors and Assigns . All covenants and agreements in this Fourth Supplemental Indenture by the Company or any Guarantor shall bind its successors and assigns, whether expressed or not.

Section 3.4 Separability Clause . In case any provision in this Fourth Supplemental Indenture or in the Notes shall be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby.

Section 3.5 Benefits of Indenture . Nothing in this Fourth Supplemental Indenture, the Base Indenture or in the Notes, express or implied, shall give to any Person, other than the parties hereto and their successors hereunder, the Registrar, any Paying Agent and the Holders, any benefit or any legal or equitable right, remedy or claim under the Indenture.

Section 3.6 Recitals . The recitals contained in this Fourth Supplemental Indenture shall be taken as the statements of the Company and the Guarantors, and the Trustee shall have no liability or responsibility for their correctness. The Trustee makes no representations as to the validity or sufficiency of this Fourth Supplemental Indenture.

Section 3.7 Governing Law . THIS FOURTH SUPPLEMENTAL INDENTURE AND THE NOTES SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE INTERNAL LAWS OF THE STATE OF NEW YORK.

Section 3.8 Counterparts . This Fourth Supplemental Indenture 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.

[ The Remainder of This Page Intentionally Left Blank; Signature Pages Follow ]

 

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IN WITNESS WHEREOF, the parties hereto have caused this Fourth Supplemental Indenture to be duly executed as of the date first written above.

 

F IDELITY N ATIONAL I NFORMATION S ERVICES , I NC .
By:  

/s/ Marc M. Mayo

  Name:   Marc M. Mayo
  Title:   Senior Vice President, Deputy General
    Counsel and Assistant Secretary
T HE B ANK OF N EW Y ORK M ELLON T RUST C OMPANY , N.A., as Trustee
By:  

/s/ Michael Countryman

  Name:   Michael Countryman
  Title:  


      Guarantors:

ADVANCED FINANCIAL SOLUTIONS, INC.

ASSET EXCHANGE, INC.

ATM MANAGEMENT SERVICES, INC.

AURUM TECHNOLOGY, LLC

CARD BRAZIL HOLDINGS, INC.

CHEX SYSTEMS, INC.

EFD ASIA, INC.

EFUNDS CORPORATION

EFUNDS GLOBAL HOLDINGS CORPORATION

EFUNDS IT SOLUTIONS GROUP, INC.

ENDPOINT EXCHANGE LLC

FIDELITY INFORMATION SERVICES INTERNATIONAL HOLDINGS, INC.

FIDELITY INFORMATION SERVICES, LLC

FIDELITY INTERNATIONAL RESOURCE MANAGEMENT, INC.

FIDELITY NATIONAL ASIA PACIFIC HOLDINGS, LLC

FIDELITY NATIONAL CARD SERVICES, INC.

FIDELITY NATIONAL E-BANKING SERVICES, INC.

FIDELITY NATIONAL FIRST BANKCARD SYSTEMS, INC.,

as Guarantors

   

FIDELITY NATIONAL GLOBAL CARD SERVICES, INC.

FIDELITY NATIONAL INFORMATION SERVICES, LLC

FIRM I, LLC

FIRM II, LLC

FIS MANAGEMENT SERVICES, LLC

FIS OUTPUT SOLUTIONS, LLC

FIS SOLUTIONS, LLC

GHR SYSTEMS, INC.

KIRCHMAN CORPORATION

LINK2GOV CORP.

METAVANTE CORPORATION

NYCE PAYMENTS NETWORK, LLC

PAYMENT SOUTH AMERICA HOLDINGS, INC.

PENLEY, INC.

PRIME ASSOCIATES, INC.

SANCHEZ COMPUTER ASSOCIATES, LLC

SANCHEZ SOFTWARE, LTD.

SECOND FOUNDATION, INC.

TREEV LLC

VALUTEC CARD SOLUTIONS, LLC

VECTORSGI, INC.

VICOR, INC.

WILDCARD SYSTEMS, INC.,

as Guarantors

/s/ Marc M. Mayo

   

/s/ Marc M. Mayo

Name:   Marc M. Mayo     Name:   Marc M. Mayo
Title:  

SVP, Deputy General

Counsel and Assistant

Corporate Secretary

    Title:  

SVP, Deputy General

Counsel and Assistant

Corporate Secretary

CERTEGY CHECK SERVICES, INC.

CLEARCOMMERCE CORPORATION

COMPLETE PAYMENT RECOVERY SERVICES, INC.

FIDELITY NATIONAL PAYMENT SERVICES, INC.

FIS CAPITAL LEASING, INC.

METAVANTE HOLDINGS, LLC

METAVANTE PAYMENT SERVICES, LLC

THE CAPITAL MARKETS COMPANY,

as Guarantors

     

/s/ Marc M. Mayo

     

Name:

  Marc M. Mayo      

Title:

  Authorized Signatory      


EXHIBIT A

FORM OF NOTE CERTIFICATE

THIS SECURITY IS IN GLOBAL FORM WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITARY OR A NOMINEE OF A DEPOSITARY. UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR SECURITIES IN CERTIFICATED FORM, THIS SECURITY MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY THE DEPOSITARY TO A NOMINEE OF THE DEPOSITARY OR BY A NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY OR BY THE DEPOSITARY OR ANY SUCH NOMINEE TO A SUCCESSOR DEPOSITARY OR A NOMINEE OF SUCH SUCCESSOR DEPOSITARY.

UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE ISSUER OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT HEREON IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.

 

No. A-    CUSIP No. 31620MAM8

3.875% SENIOR NOTE DUE 2024

F IDELITY N ATIONAL I NFORMATION S ERVICES , I NC ., a Georgia corporation, promises to pay to Cede & Co., or its registered assigns, the principal sum of [            ] Dollars ([            ]) on June 5, 2024.

Interest Payment Dates: June 5 and December 5, with the first Interest Payment Date to be December 5, 2014

Regular Record Dates: May 15 and November 15 (whether or not a Business Day)

Dated:

 

F IDELITY  N ATIONAL  I NFORMATION  S ERVICES , I NC .
By:  

 

  Name:
  Title:

 

A-1


Certificate of Authentication

T HE B ANK OF N EW Y ORK M ELLON T RUST C OMPANY , N.A., as Trustee, certifies that this is one of the Securities of the series described in the within-mentioned Indenture.

 

T HE  B ANK   OF  N EW  Y ORK  M ELLON   T RUST  C OMPANY , N.A.
as Trustee

By:  

 

  Authorized Signatory

Dated:

 

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F IDELITY N ATIONAL I NFORMATION S ERVICES , I NC .

3.875% SENIOR NOTE DUE 2024

Capitalized terms used herein without definition shall have the respective meanings ascribed to them in the Indenture referred to below unless otherwise indicated. This Security is one of the series of Securities designated on the face hereof issued under the Indenture, unlimited in aggregate principal amount (the “ Notes ”).

1. INTEREST. Fidelity National Information Services, Inc., a Georgia corporation (the “ Company ”), promises to pay interest on the principal amount of this Security at the rate of 3.875% per annum, payable semiannually in arrears on June 5 and December 5 of each year (each, an “ Interest Payment Date ”), commencing on December 5, 2014 until the principal is paid or made available for payment. Interest on this Security will accrue from, and including, the most recent date to which interest has been paid or duly provided for or, if no interest has been paid or duly provided for, from, and including, June 3, 2014, in each case to, but excluding, the next Interest Payment Date or the date on which the principal hereof has been paid or made available for payment, as the case may be. Interest shall be computed on the basis of a 360-day year of twelve 30-day months.

2. METHOD OF PAYMENT. The Company shall pay interest on this Security (except defaulted interest, if any, which shall be paid on such special payment date as may be fixed in accordance with the Indenture referred to below) on the applicable Interest Payment Date to the Persons who are registered Holders at the close of business on the May 15 or November 15 (whether or not a Business Day) immediately preceding the applicable Interest Payment Date. A holder must surrender this Security to a Paying Agent to collect principal and premium payments. The Company shall pay principal, premium, if any, and interest in money of the United States that at the time of payment is legal tender for payment of public and private debts.

3. PAYING AGENT AND REGISTRAR. Initially, The Bank of New York Mellon Trust Company, N.A., the Trustee under the Indenture, shall act as Paying Agent and Registrar. The Company may change or appoint any Paying Agent, Registrar or co-Registrar without notice to any Holder. The Company or any of its Subsidiaries may act as Paying Agent, Registrar or co-Registrar.

4. INDENTURE. The Company issued this Security under the Indenture (the “ Base Indenture ”), dated as of April 15, 2013, among Fidelity National Information Services, Inc., the Guarantors parties thereto and The Bank of New York Mellon Trust Company, N.A., as Trustee, as amended by the Fourth Supplemental Indenture (the “ Fourth Supplemental Indenture ”), dated as of June 3, 2014, between such parties (the Base Indenture, as amended by the Fourth Supplemental Indenture, the “ Indenture ”). The terms of this Security were established pursuant to the Fourth Supplemental Indenture. The terms of this Security include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939, as amended (“ TIA ”). This Security is subject to all such terms, and Holders are referred to the Indenture and the TIA. The Company will provide a copy of the Indenture, without charge, upon written request to the Company sent to 601 Riverside Avenue, Jacksonville, Florida 32204, Attention: Corporate Secretary.

 

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5. PERSONS DEEMED OWNERS. Subject to Section 3.8 of the Base Indenture, the registered Holder or Holders of this Security shall be treated as owners of it for all purposes.

6. OPTIONAL REDEMPTION. The Company may, at its option, redeem the Notes, in whole or in part at any time prior to March 5, 2024, at a Redemption Price equal to the greater of (i) 100% of the aggregate principal amount of any Notes to be redeemed; or (ii) the sum of the present values of the remaining scheduled payments of principal of and interest on the Notes to be redeemed, not including accrued and unpaid interest, if any, to the Redemption Date, discounted to the Redemption Date on a semi-annual basis (assuming a 360-day year of twelve 30 day months) at the Treasury Rate plus 25 basis points, plus, in each case, accrued and unpaid interest, if any, on the Notes being redeemed to, but not including, the Redemption Date (subject to the right of Holders of record at the close of business on the relevant Regular Record Date to receive interest due on any Interest Payment Date that is on or prior to the Redemption Date). The Company may, at its option, redeem the Notes, in whole or in part, at any time on or after March 5, 2024, at a Redemption Price equal to 100% of the aggregate principal amount of the Notes being redeemed, plus accrued and unpaid interest, if any, on the Notes being redeemed to, but not including, the Redemption Date (subject to the right of Holders of record at the close of business on the relevant Regular Record Date to receive interest due on any Interest Payment Date that is on or prior to the Redemption Date).

7. CHANGE OF CONTROL TRIGGERING EVENT. In the event of a Change of Control Triggering Event, the Holders of Notes shall have the right to require the Company to repurchase all or any part of such Holder’s Notes at a purchase price in cash equal to 101% of the aggregate principal amount of the Notes repurchased, plus accrued and unpaid interest, if any, on the Notes repurchased, to, but excluding, the date of purchase pursuant to the provisions of Section 2.7 of the Fourth Supplemental Indenture, subject to compliance with the procedures specified pursuant to the Fourth Supplemental Indenture.

8. LEGAL HOLIDAYS. In any case where any Interest Payment Date, Redemption Date, Stated Maturity or Maturity of this Security shall not be a Business Day at any Place of Payment, then (notwithstanding any other provision of the Indenture or of this Security), payment of principal, premium, if any, or interest need not be made at such Place of Payment on such date, but may be made on the next succeeding Business Day at such Place of Payment with the same force and effect as if made on such date; provided that no interest shall accrue on the amount so payable for the period from and after such Interest Payment Date, Redemption Date, Stated Maturity or Maturity, as the case may be.

9. UNCLAIMED MONEY. Subject to the terms of the Indenture, if money for the payment of principal, premium, if any, or interest remains unclaimed for two years, the Trustee or Paying Agent shall pay the money back to the Company at its request, and thereafter Holders entitled to the money shall, as an unsecured general creditor, look only to the Company for payment thereof, and all liability of the Trustee or such Paying Agent with respect to such trust money, and all liability of the Company as trustee thereof, shall thereupon cease.

 

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10. AMENDMENT, SUPPLEMENT. Subject to certain exceptions, the Indenture or this Security may be amended or supplemented with the consent of the Holders of at least a majority in aggregate principal amount of the Securities of each series affected by the amendment. Without the consent of any Holder, the Company, the Guarantors and the Trustee may amend or supplement the Indenture or this Security to, among other things, cure certain ambiguities or correct certain mistakes or to create another series of Securities and establish its terms.

11. DEFAULTS AND REMEDIES. The Events of Default set forth in Sections 5.1(1), (2), (3), (4), (5), (6) and (7) of the Base Indenture apply to this Security.

If an Event of Default, other than an Event of Default described in Section 5.1(5) or (6) of the Base Indenture, with respect to the Outstanding Securities of the same series as this Security occurs and is continuing, the Trustee or the Holders of at least 25% in aggregate principal amount of all Outstanding Securities of the same series as this Security, by written notice to the Company (and, if given by the Holders, to the Trustee), may declare the principal of and accrued and unpaid interest, if any, on the aggregate principal amount of all Outstanding Securities of the same series as this Security to be due and payable, and upon any such declaration, such principal and interest, if any, shall be immediately due and payable; provided that, after such a declaration of acceleration with respect to this Security has been made, the Holders of a majority in aggregate principal amount of all Outstanding Securities of the same series as this Security, by written notice to the Trustee, may rescind and annul such declaration and its consequences as provided, and subject to satisfaction of the conditions set forth, in the Indenture. If an Event of Default specified in Section 5.1(5) or Section 5.1(6) of the Base Indenture occurs with respect to the Securities of the same series as this Security, the principal of and accrued and unpaid interest, if any, on all the Outstanding Securities of that series shall automatically become immediately due and payable without any declaration or act by the Trustee, the Holders of the Securities or any other party.

The Holders of a majority in aggregate principal amount of all Outstanding Securities of the same series as this Security, by written notice to the Trustee, may waive, on behalf of all Holders of such Securities, any past Default or Event of Default with respect to such securities and its consequences except (a) a Default or Event of Default in the payment of the principal of, or interest on, any such Security or (b) a Default or Event of Default in respect of a covenant or provision of the Indenture which, pursuant to the Indenture, cannot be amended or modified without the consent of each Holder of each affected Outstanding Security of the same series as this Security. Upon any such waiver, such Default shall cease to exist, and any Event of Default arising therefrom shall be deemed to have been cured.

12. AMOUNT UNLIMITED. The aggregate principal amount of Securities which may be authenticated and delivered under the Indenture is unlimited. The Securities may be issued from time to time in one or more series. The Company may from time to time, without the consent of the Holders of this Security, issue additional Securities of the series of which this Security is a part on substantially the same terms and conditions as those of this Security.

 

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13. TRUSTEE DEALINGS WITH COMPANY. Subject to the TIA, The Bank of New York Mellon Trust Company, N.A., as Trustee under the Indenture, in its individual or any other capacity, may make loans to, accept deposits from, and perform services for the Company, the Guarantors or their respective affiliates, and may otherwise deal with the Company, the Guarantors or their respective affiliates, as if it were not Trustee.

14. NO RECOURSE AGAINST OTHERS. No director, officer, employee, stockholder, member, general or limited partner of the Company or any Guarantor as such or in such capacity shall have any personal liability for any obligations of the Company or any Guarantor under this Security, any guarantee or the Indenture or for any claim based on, in respect of or by reason of such obligations or their creation. Each Holder, by accepting this Security, waives and releases all such liability. Such waiver and release are part of the consideration for the issue of this Security.

15. DISCHARGE OF INDENTURE. The Indenture contains certain provisions pertaining to discharge and defeasance.

16. GUARANTEES. The Company’s obligations under this Security are jointly and severally, fully and unconditionally guaranteed, to the extent set forth in the Indenture, by the Guarantors, which may nevertheless be released from their obligations under the circumstances specified in the Indenture.

17. AUTHENTICATION. This Security shall not be valid until the Trustee signs the certificate of authentication on the other side of this Security.

18. GOVERNING LAW. THIS SECURITY SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE INTERNAL LAWS OF THE STATE OF NEW YORK.

19. ABBREVIATIONS. Customary abbreviations may be used in the name of a Holder or an assignee, such as: TEN COM (= tenants in common), TEN ENT (= tenants by the entireties), JT TEN (= joint tenants with right of survivorship and not as tenants in common), CUST (= custodian), and U/G/M/A (= Uniform Gifts to Minors Act).

[ Remainder of Page Intentionally Left Blank ]

 

A-6


ASSIGNMENT FORM

If you, as Holder of this Security, want to assign this Security, fill in the form below: I or we assign and transfer this Security to:

 

 

(Insert assignee’s social security or tax ID number)

 

 

 

 

(Print or type assignee’s name, address, and zip code)

and irrevocably appoint:

 

as agent to transfer this Security on the books of the Company. The agent may substitute another to act for him/her.

Date:    
Your signature:

 

(Your signature must correspond with the name as it appears upon the face of this Security in every particular without alteration or enlargement or any change whatsoever and be guaranteed by a guarantor institution participating in the Securities Transfer Agents Medallion Program or in such other guarantee program acceptable to the Trustee)

Signature

Guarantee:

   

 

A-7


[FORM OF NOTATION OF GUARANTEE]

Each of the undersigned (collectively, the “ Guarantors ”) have guaranteed, jointly and severally, absolutely, unconditionally and irrevocably (such guarantee by each Guarantor being referred to herein as the “ Guarantee ”) (i) the due and punctual payment of the principal of (and premium, if any) and interest on the 3.875% Senior Notes due 2024 (the “ Notes ”) issued by Fidelity National Information Services, Inc., a Georgia corporation (the “ Company ”), whether at Stated Maturity, by acceleration or otherwise (including, without limitation, the amount that would become due but for the operation of any automatic stay provision of any Bankruptcy Law), the due and punctual payment of interest on the overdue principal and interest, if any, on the Notes, to the extent lawful, and the due and punctual performance of all other obligations of the Company to the Holders or the Trustee all in accordance with the terms set forth in Article 12 of the Indenture and (ii) in case of any extension of time of payment or renewal of any Notes or any of such other obligations, that the same will be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, whether at Stated Maturity, by acceleration or otherwise subject, however, in the case of clauses (i) and (ii) above, to the limitations set forth in Section 12.3 of the Base Indenture.

No director, officer, employee, stockholder, general or limited partner or incorporator, past, present or future, of the Guarantors, as such or in such capacity, shall have any personal liability for any obligations of the Guarantors under the Guarantees by reason of his, her or its status as such director, officer, employee, stockholder, general or limited partner or incorporator. Each Holder of Notes by accepting a Note waives and releases all such liability. The waiver and release are part of the consideration for the issuance of the Guarantees.

Each holder of a Note by accepting a Note agrees that any Guarantor named below shall have no further liability with respect to its Guarantee if such Guarantor otherwise ceases to be liable in respect of its Guarantee in accordance with the terms of the Indenture.

Capitalized terms used herein without definition shall have the meanings assigned to them in the Notes.

The Guarantee shall not be valid or obligatory for any purpose until the certificate of authentication on the Notes upon which the Guarantee is noted shall have been executed by the Trustee under the Indenture by the manual signature of one of its authorized signatories.

[The Remainder of This Page Intentionally Left Blank; Signature Pages Follow]

 

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Guarantors:

 

ADVANCED FINANCIAL SOLUTIONS, INC.

ASSET EXCHANGE, INC.

ATM MANAGEMENT SERVICES, INC.

AURUM TECHNOLOGY, LLC

CARD BRAZIL HOLDINGS, INC.

CHEX SYSTEMS, INC.

EFD ASIA, INC.

EFUNDS CORPORATION

EFUNDS GLOBAL HOLDINGS CORPORATION

EFUNDS IT SOLUTIONS GROUP, INC.

ENDPOINT EXCHANGE LLC

FIDELITY INFORMATION SERVICES INTERNATIONAL HOLDINGS, INC.

FIDELITY INFORMATION SERVICES, LLC

FIDELITY INTERNATIONAL RESOURCE MANAGEMENT, INC.

FIDELITY NATIONAL ASIA PACIFIC HOLDINGS, LLC

FIDELITY NATIONAL CARD SERVICES, INC.

FIDELITY NATIONAL E-BANKING SERVICES, INC.

FIDELITY NATIONAL FIRST BANKCARD SYSTEMS, INC.,
as Guarantors

   

FIDELITY NATIONAL GLOBAL CARD SERVICES, INC.

FIDELITY NATIONAL INFORMATION SERVICES, LLC

FIRM I, LLC

FIRM II, LLC

FIS MANAGEMENT SERVICES, LLC

FIS OUTPUT SOLUTIONS, LLC

FIS SOLUTIONS, LLC

GHR SYSTEMS, INC.

KIRCHMAN CORPORATION

LINK2GOV CORP.

METAVANTE CORPORATION

NYCE PAYMENTS NETWORK, LLC

PAYMENT SOUTH AMERICA HOLDINGS, INC.

PENLEY, INC.

PRIME ASSOCIATES, INC.

SANCHEZ COMPUTER ASSOCIATES, LLC

SANCHEZ SOFTWARE, LTD.

SECOND FOUNDATION, INC.

TREEV LLC

VALUTEC CARD SOLUTIONS, LLC

VECTORSGI, INC.

VICOR, INC.

WILDCARD SYSTEMS, INC.,
as Guarantors

By:  

 

    By:  

 

Name:       Name:  
Title:       Title:  
CERTEGY CHECK SERVICES, INC.      
CLEARCOMMERCE CORPORATION      
COMPLETE PAYMENT RECOVERY SERVICES, INC.
FIDELITY NATIONAL PAYMENT SERVICES, INC.
FIS CAPITAL LEASING, INC.      
METAVANTE HOLDINGS, LLC      

METAVANTE PAYMENT SERVICES, LLC

THE CAPITAL MARKETS COMPANY,
as Guarantors

     
By:  

 

     
Name:        
Title:        

 

A-9


EXHIBIT B

PURCHASE NOTICE

(1) Pursuant to Section 2.7 of the Fourth Supplemental Indenture, the undersigned hereby elects to have its Note repurchased by the Company.

(2) The undersigned hereby directs the Trustee or the Company to pay it or                 an amount in cash equal to 101% of the aggregate principal amount to be repurchased (as set forth below), plus interest accrued to, but excluding, the Change of Control Payment Date, as applicable, as provided in the Fourth Supplemental Indenture.

Dated:

 

 

 

 

Signature(s)
Signature(s) must be guaranteed by an Eligible Guarantor Institution with membership in an approved signature guarantee program pursuant to Rule 17Ad-15 under the Securities Exchange Act of 1934.

 

Signature Guaranteed

Social Security or other Taxpayer Identification Number of recipient of Change of Control Payment

 

 

Principal amount to be repurchased:
 

 

 

B-1


Remaining aggregate principal amount following such repurchase (at least U.S.$2,000 or an integral multiple of $1,000 in excess thereof):

 

 

NOTICE: The signature to the foregoing election must correspond to the name as written upon the face of the related Note in every particular, without alteration or any change whatsoever.

 

B-2

Exhibit 5.1

 

LOGO

    

787 Seventh Avenue

New York, NY 10019-6099

Tel: 212 728 8000

Fax: 212 728 8111

June 3, 2014

Fidelity National Information Services, Inc.

601 Riverside Avenue

Jacksonville, Florida 32204

 

Re:   

Fidelity National Information Services, Inc.

1.450% Senior Notes due 2017 and 3.875% Senior Notes due 2024

Ladies and Gentlemen:

We have acted as special counsel for Fidelity National Information Services, Inc., a Georgia corporation (the “ Company ”), and each of the subsidiaries of the Company listed on Annex A hereto (the “ Delaware Guarantors ”) in connection with the issuance and sale of $300 million in aggregate principal amount of the Company’s 1.450% Senior Notes due 2017 (the “ 2017 Notes ”) and $700 million in aggregate principal amount of the Company’s 3.875% Senior Notes due 2024 (the “ 2024 Notes ” and, together with the 2017 Notes, the “ Securities ”), pursuant to the Underwriting Agreement, dated May 27, 2014 (the “ Underwriting Agreement ”), among the Company, the underwriters listed on Schedule 1 thereto (the “ Underwriters ”), and each of the guarantors listed on Schedule 2 thereto (the “ Guarantors ”), and the issuance of the guarantees on each of the Securities (the “ Guarantees ”) by the Guarantors. The Securities will be issued pursuant to an Indenture, dated as of April 15, 2013 (the “ Base Indenture ”), among the Company, the Guarantors, and The Bank of New York Mellon Trust Company, N.A., as trustee (the “ Trustee ”), as amended by a Third Supplemental Indenture, dated as of June 3, 2014 relating to the 2017 Notes (the “ Third Supplemental Indenture ”), and as amended by a Fourth Supplemental Indenture, dated as of June 3, 2014 relating to the 2024 Notes (the “ Fourth Supplemental Indenture ”, and together with the Base Indenture and the Third Supplemental Indenture, the “ Indenture ”).

The offer and sale of the Securities is being made pursuant to the Registration Statement (the “ Registration Statement ”) on Form S-3 (Registration No. 333-187047), relating to the Securities and other securities, filed by the Company with the Securities and Exchange Commission (the “ Commission ”) under the Securities Act of 1933, as amended (the “ Securities Act ”), including the prospectus supplement, dated May 27, 2014 (the “ Prospectus Supplement ”), filed by the Company with the Commission on May 29, 2014. This opinion is being furnished in connection with the requirements of Item 601(b)(5) of Regulation S-K under the Securities Act.

We have examined (a) the Registration Statement; (b) the Prospectus Supplement; (c) an executed copy of the Underwriting Agreement; (d) a copy of a certificate, dated June 3, 2014, representing the 2017 Notes; (e) a copy of the certificates, dated June 3, 2014, representing the 2024 Notes; (f) an executed copy of the Indenture; (g) the forms of notation of guarantees relating to the Guarantees of the 2017 Notes and the 2024 Notes; and (h) such records of the corporate proceedings of the Delaware Guarantors as we have deemed necessary as the basis for

N EW Y ORK     W ASHINGTON     P ARIS     L ONDON     M ILAN     R OME      F RANKFURT     B RUSSELS

in alliance with Dickson Minto W.S., London and Edinburgh


Fidelity National Information Services, Inc.

June 3, 2014

Page 2 of 4

 

the opinions expressed herein. In addition, we have examined the originals (or copies certified or otherwise identified to our satisfaction) of such other corporate records, agreements, instruments, certificates, and documents and have reviewed such questions of law and made such inquiries as we have deemed necessary or appropriate for the purposes of the opinions rendered herein.

In such examination, we have assumed the genuineness of all signatures on all documents examined by us, the authenticity of all documents submitted to us as originals, the conformity to original documents of all documents submitted to us as copies and the authenticity of the originals of such latter documents. We have also assumed that the books and records of the Company have been maintained in accordance with proper corporate procedures. As to any facts material to our opinion, we have, when the relevant facts were not independently established, relied upon the documents referred to in clauses (a) through (h) and the aforesaid other agreements, instruments, certificates, documents and records, as well as upon statements and certificates of officers and other representatives of the Company and others and of public officials. We have assumed that such statements, and that the representations in such documents, agreements, instruments, certificates and records, are and will continue to be true and complete without regard to any qualification as to knowledge or belief.

We have also assumed for purposes of this opinion letter, without investigation, that: (i) other than to the extent specifically addressed with respect to the corporate or limited liability company power of each of the Delaware Guarantors in our opinion below, each of the parties to the Indenture, the Securities and the Guarantees (collectively, the “ Transaction Documents ”) and each person executing and delivering any of the Transaction Documents by or on behalf of any such party, has the full power, authority and legal capacity (including the taking of all requisite action) to execute, deliver and perform, or cause the performance of, as the case may be, such party’s obligations under the Transaction Documents; (ii) each of the parties to any of the Transaction Documents has been duly formed and organized and each of such parties (other than the Delaware Guarantors) is validly existing and, if applicable, in good standing, in the respective jurisdiction of its formation; (iii) except to the extent specifically addressed with respect to the Delaware Guarantors in our opinion below, each of the parties to any of the Transaction Documents has duly authorized, executed and delivered each such Transaction Document; (iv) the execution and delivery by any party of, and the performance of its obligations under, the Transaction Documents, does not and will not contravene, conflict with, violate, or result in a breach of or default under any law, rule, regulation, resolution, guideline, interpretation, restriction, limitation, policy, procedure, ordinance, order, writ, judgment, decree, determination, or ruling applicable to such party, or to the property of such party; (v) any authorization, approval, consent, waiver, or other action by, notice to, or filing, qualification, or declaration with, any governmental or regulatory authority or body or other person required for the due execution, delivery, or performance of any of the Transaction Documents or the consummation of the transactions contemplated thereby, including the issuance and sale of the Securities, by or on behalf of any of the parties to any such Transaction Document has been obtained or made; and (vi) any litigation relating to the Transaction Documents will be brought before a New York State court or a United States federal court sitting in New York.

 


Fidelity National Information Services, Inc.

June 3, 2014

Page 3 of 4

 

Based upon and subject to the foregoing, and subject to the further limitations, qualifications and assumptions stated herein, we are of the opinion that each of the Delaware Guarantors has the requisite corporate or limited liability company power to execute and deliver each of the Transaction Documents to which it is a party and to consummate the transactions contemplated thereby, the issuance of the Guarantees has been duly authorized by the Delaware Guarantors and, when the certificates representing the Securities have been authenticated and delivered by the Trustee in accordance with the terms of the Indenture, and the Securities have been delivered by the Company to the Underwriters against payment therefor in accordance with the terms of the Underwriting Agreement and the Indenture, the Securities and the Guarantees will constitute valid and legally binding obligations of the Company and the Guarantors, enforceable against the Company and the Guarantors, as applicable, in accordance with their respective terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer or other similar laws affecting creditors’ rights generally and to general equitable principles of equity, regardless of whether such principles are considered in a proceeding at law or in equity.

The opinion expressed herein is limited in all respects to the laws of the State of New York and the General Corporation Law and the Limited Liability Company Act of the State of Delaware, and no opinion is expressed with respect to the laws of any other jurisdiction or any effect which such laws may have on the opinion expressed herein. We express no opinion as to the application of the securities or blue sky laws of the several states to the sale of the Securities. Without limiting the generality of the foregoing, except as set forth herein, we express no opinion in connection with the matters contemplated by the Registration Statement, and no opinion may be implied or inferred, except as expressly set forth herein.

This opinion letter is rendered as of the date hereof based upon the facts and law in existence on the date hereof. We assume no obligation to update or supplement this opinion letter to reflect any circumstances that may come to our attention after the date hereof with respect to the opinion and statements set forth above, including any changes in applicable law that may occur after the date hereof.

We consent to the filing of this opinion letter as an exhibit to the Company’s Current Report on Form 8-K to be filed in connection with the issuance and sale of the Securities, which will be incorporated by reference into the Registration Statement and the Prospectus Supplement and to the use of our name under the heading “Legal Matters” contained in the Prospectus Supplement. In giving our consent, we do not thereby concede that we come within the category of persons whose consent is required under Section 7 of the Securities Act or the rules and regulations of the Commission thereunder.

 

Very truly yours,
/s/ Willkie Farr & Gallagher LLP

 


Fidelity National Information Services, Inc.

June 3, 2014

Page 4 of 4

 

Annex A

Asset Exchange, Inc.

Aurum Technology, LLC

Certegy Check Services, Inc.

ClearCommerce Corporation

eFunds Corporation

eFunds IT Solutions Group, Inc.

Fidelity Information Services International Holdings, Inc.

Fidelity International Resource Management, Inc.

Fidelity National Information Services, LLC

Fidelity National Payment Services, Inc.

FIRM I, LLC

FIRM II, LLC

FIS Capital Leasing, Inc.

FIS Management Services, LLC

FIS Solutions, LLC

Metavante Holdings, LLC

Metavante Payment Services, LLC

NYCE Payments Network, LLC

Prime Associates, Inc.

Sanchez Computer Associates, LLC

Sanchez Software, Ltd.

The Capital Markets Company

Valutec Card Solutions, LLC

VECTORsgi, Inc.

 

Exhibit 5.2

Baxter, Jewell & Dobson, P.A.

ATTORNEYS AT LAW

ONE INFORMATION WAY, SUITE 210

LITTLE ROCK, ARKANSAS 72202

 

SAMUEL R. BAXTER    TELEPHONE (501) 664-9555
JOHN M. JEWELL    FACSIMILE (501) 664-9559
ALLEN C. DOBSON   
SHELLEY FLEISCH DJURICA   

June 3, 2014

Fidelity National Information Services, Inc.

601 Riverside Avenue

Jacksonville, Florida 32204

 

  Re:    Fidelity National Information Services, Inc. – 1.450% Senior Notes Due 2017
     Fidelity National Information Services, Inc. – 3.875% Senior Notes Due 2024

Ladies and Gentlemen:

We are issuing this opinion letter as special counsel to those subsidiaries listed on Attachment A hereto (the “ Subject Entities ”) of Fidelity National Information Services, Inc., a Georgia corporation (the “ Company ”), in connection with the issuance and sale of $300,000,000 in aggregate principal amount of the Company’s 1.450% Senior Notes due 2017 (the “ 2017 Notes ”) and $700,000,000 in aggregate principal amount of the Company’s 3.875% Senior Notes due 2024 (the “ 2024 Notes ” and, together with the 2017 Notes, the “ Securities ”), pursuant to the Underwriting Agreement, dated May 27, 2014 (the “ Underwriting Agreement ”), among the Company, the underwriters listed on Schedule 1 thereto , and each of the guarantors listed on Schedule 2 thereto (the “ Guarantors ”), and the issuance of the guarantees on each of the Securities (the “ Guarantees ”) by the Guarantors. The Securities will be issued pursuant to an Indenture dated as of April 15, 2013 (the “ Base Indenture ”), among the Company, the Guarantors, and The Bank of New York Mellon Trust Company, N.A., as trustee, as supplemented by a Third Supplemental Indenture to be dated as of June 3, 2014 relating to the 2017 Notes (the “Third Supplemental Indenture”), and as further supplemented by a Fourth Supplemental Indenture to be dated as of June 3, 2014 relating to the 2024 Notes (the “Fourth Supplemental Indenture” and, together with the Third Supplemental Indenture and the Base Indenture the “ Indenture ”).

The offer and sale of the Securities is being made pursuant to the Registration Statement (the “ Registration Statement ”) on Form S-3 (Registration No. 333-187047), relating to the Securities and other securities, filed by the Company with the Securities and Exchange Commission (the “ Commission ”) under the Securities Act of 1933, as amended (the “ Securities Act ”), including the prospectus supplement, dated May 27, 2014 (the “ Prospectus Supplement ”), and accompanying prospectus filed by the Company with the Commission. This opinion letter is being furnished in connection with the requirements of Item 601(b)(5) of Regulation S-K under the Securities Act.


Fidelity National Information Services, Inc.

June 3, 2014

Page 2

 

For the purposes of the opinions expressed herein, we have examined originals or copies of the Underwriting Agreement, the Indenture and such other documents, corporate records, instruments, certificates of public officials and of the Subject Entities (including, without limitation, an Opinion Certificate made by the Subject Entities attached hereto as Attachment B), made such inquiries of officials of the Subject Entities, and considered such questions of law as we have deemed necessary for the purpose of rendering the opinions set forth herein.

Also, in making our examination of executed documents for the purposes of the opinions expressed herein we have assumed: (i) other than with respect to the Subject Entities, that each other entity is validly existing and in good standing (or the equivalent) as a corporation, limited liability company or other applicable legal entity under the laws of its jurisdiction of organization and has the requisite power and authority to execute and deliver such documents to which it is a party and to carry out and consummate all transactions contemplated to be performed by such documents; (ii) other than with respect to the Subject Entities, that each such entity has duly authorized the execution, delivery and performance of such documents to which it is a party and has, in fact, duly executed and delivered such documents to which it is a party; (iii) that such documents (including, without limitation, the Indenture and all documents related thereto) constitute the legal, valid and binding obligations of each party thereto, enforceable in accordance with their respective terms; and (iv) all natural persons who are signatories to such documents were legally competent at the time of their execution thereof. Our opinions expressed herein with respect to the due organization, existence and good standing of the Subject Entities are based solely upon certificates issued by the relevant authorities in the respective States of organization of the Subject Entities, and are limited to the meaning ascribed to such certificates in such States and limited to the respective dates thereof.

In such examination, we have assumed the genuineness of all signatures and the authenticity of all items submitted to us as originals and the conformity with originals of all items submitted to us as copies. Also, in making our examination of executed documents for the purposes of the opinions expressed herein we have assumed: (i) other than with respect to the Subject Entities, that each other entity is validly existing and in good standing (or the equivalent) as a corporation, limited liability company or other applicable legal entity under the laws of its jurisdiction of organization and has the requisite power and authority to execute and deliver such documents to which it is a party and to carry out and consummate all transactions contemplated to be performed by such documents; (ii) other than with respect to the Subject Entities, that each such entity has duly authorized the execution, delivery and performance of such documents to which it is a party and has, in fact, duly executed and delivered such documents to which it is a party; (iii) that such documents (including, without limitation, the Indenture and all documents related thereto) constitute the legal, valid and binding obligations of each party thereto,


Fidelity National Information Services, Inc.

June 3, 2014

Page 3

 

enforceable in accordance with their respective terms; and (iv) all natural persons who are signatories to such documents were legally competent at the time of their execution thereof. Our opinions expressed herein with respect to the due organization, existence and good standing of the Subject Entities are based solely upon certificates issued by the relevant authorities in the State of organization of the Subject Entities, and are limited to the meaning ascribed to such certificates in such State and limited to the date thereof.

We express no opinion as to the applicability of, compliance with or effect of, the law of any jurisdiction other than the substantive laws (excluding its applicable choice of law rules) of the State of Arkansas. None of the opinions or other advice contained herein considers or covers any federal, state or foreign securities (or “blue sky”) laws or regulations. We express no opinion concerning the contents of the Registration Statement or any related prospectus. The opinions herein are limited to laws (including, without limitation, rules and regulations thereunder), as in effect on the date of this opinion letter, which laws are subject to change with possible retroactive effect. We have no obligation to update or supplement the opinions herein to reflect any changes in law that may hereafter occur or become effective. We also have assumed that the constitutionality or validity of a relevant statute, rule, regulation or agency action is not in issue unless a reported decision in Arkansas has established its unconstitutionality or invalidity.

Based upon and subject to the limitations, assumptions and qualifications set forth herein, we are of the opinion that:

 

  1. Each of the Subject Entities has been duly organized under the laws of its jurisdiction of organization as set forth on Attachment A hereto and is validly existing and in good standing under the laws of such jurisdiction.

 

  2. Each of the Subject Entities has the corporate or limited liability company (as applicable) power to enter into and perform its obligations under the Indenture.

 

  3. The execution, delivery and performance of the Indenture have been duly authorized by all necessary corporate or limited liability company (as applicable) action on the part of the Subject Entities, and the Subject Entities have duly executed and delivered the Indenture.

 

  4. The Guarantee by the Subject Entities with respect to the Securities has been duly authorized by the Subject Entities.

The opinions set forth herein are limited to, and no opinion is implied or may be inferred beyond, the matters expressly stated herein.


Fidelity National Information Services, Inc.

June 3, 2014

Page 4

 

We hereby consent to the filing of this opinion letter as an Exhibit to the Company’s Current Report on Form 8-K on or about the date hereof and to the incorporation of this opinion letter into the Registration Statement and further consent to the reference to our name under the caption “Legal Matters” in the Prospectus Supplement which is a part of the Registration Statement. In giving this consent, we do not admit that we are “experts” within the meaning of Section 11 of the Securities Act or within the category of persons whose consent is required under Section 7 of the Securities Act. We also consent to Willkie Farr & Gallagher, LLP, relying on this opinion letter.

 

Very truly yours,
/s/ Baxter, Jewell & Dobson, P.A.


Attachment A

Subject Entities

 

Entity Name

  

Entity Type

  

Jurisdiction of Organization

Fidelity Information Services, LLC

   limited liability company    Arkansas


Attachment B

Opinion Certificate

See attached

Exhibit 5.3

 

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437 Madison Avenue

29th Floor

New York, NY 10022

212-867-9500

Fax 212-599-1759

 

1105 Market Street, 15th Floor

Wilmington, DE 19801-1201

302-504-7800

Fax 302-504-7820

  

123 South Broad Street

Avenue of the Arts

Philadelphia, PA 19109

215-772-1500

Fax 215-772-7620

 

 

June 3, 2014

  

LibertyView

457 Haddonfield Road, Suite 600

Cherry Hill, NJ 08002-2220

856-488-7700

Fax 856-488-7720

 

Cornerstone Commerce Center

1201 New Road, Suite 100

Linwood, NJ 08221

609-601-3010

Fax 609-601-3011

 

1235 Westlakes Drive, Suite 200

Berwyn, PA 19312-2401

610-889-2210

Fax 610-889-2220

Fidelity National Information Services, Inc.

601 Riverside Avenue

Jacksonville, Florida 32204

 

  Re:    Fidelity National Information Services, Inc.
     1.450% Senior Notes Due 2017 and 3.875% Senior Notes Due 2024

Ladies and Gentlemen:

We are issuing this opinion in our capacity as special Pennsylvania counsel to the subsidiary listed on Schedule A hereto (the “Subject Entity”) of Fidelity National Information Services, Inc., a Georgia corporation (the “Company”), in connection with the Company’s registration statement on Form S-3 (Registration No. 333-187047) (the “Registration Statement”), relating to the Securities defined below and other securities, as filed by the Company with the Securities and Exchange Commission (“Commission”) under the Securities Act of 1933 as amended (the “Securities Act”), including the prospectus supplement dated May 27, 2014, and accompanying prospectus filed by the Company with the Commission. The Registration Statement includes the contemplated offer and sale of $300,000,000 in aggregate principal amount of the Company’s 1.450% Senior Notes due 2017 (the “1.450% Notes”) and $700,000,000 in aggregate principal amount of the Company’s 3.875% Senior Notes due 2024 (the “3.875% Senior Notes” and, together with the 1.450% Notes, the “Securities”), which will be registered under the Securities Act, and pursuant to the Underwriting Agreement, dated May 27, 2014 (the “Underwriting Agreement”), among the Company, the underwriters listed on Schedule 1 thereto (the “Underwriters”), and each of the guarantors listed on Schedule 2 thereto including the Subject Entity (the “Guarantors”) and the issuance of the guarantees on each of the Securities (the “Guarantees”) by the Guarantors.

The Securities will be issued pursuant to the terms and conditions of, and in the form set forth in, an Indenture dated as of April 15, 2013 (the “Base Indenture”), among the Company,

 

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Montgomery McCracken Walker & Rhoads LLP

Fidelity National Information Services, Inc.

June 3, 2014

Page 2

 

the Guarantors, and The Bank of New York Mellon Trust Company, N.A., a national banking association, as trustee, as supplemented by a Third Supplemental Indenture to be dated as of June 3, 2014 relating to the 1.450% Notes (the “Third Supplemental Indenture”) and a Fourth Supplemental Indenture to be dated as of June 3, 2014 relating to the 3.875% Notes (the “Fourth Supplemental Indenture,” and together with the Third Supplemental Indenture and the Base Indenture, the “Indenture”).

In connection with this opinion, we have examined originals or copies of the Indenture and such documents, corporate records, instruments, certificates of public officials and of the Subject Entity (including, without limitation, an Opinion Certificate made by the Subject Entity attached hereto as Schedule B hereto), made such inquiries of officials of the Subject Entity, and considered such questions of law as we have deemed necessary for the purpose of rendering the opinions set forth herein.

In such examination, we have assumed the genuineness of all signatures and the authenticity of all items submitted to us as originals and the conformity with originals of all items submitted to us as copies. In making our examination of documents executed by entities for the purposes of the opinions expressed hereby we have assumed: (i) other than with respect to the Subject Entity, that each other entity is validly existing and in good standing (or its equivalent) as a corporation, limited liability company or other applicable legal entity under the laws of its jurisdiction of organization and has the requisite power and authority to execute and deliver, and to perform and observe the provisions of such documents to which it is a party and to carry out and consummate all transactions contemplated by such documents, and the due authorization by each such entity of all requisite action; and (ii) the due execution and delivery of such documents by each such entity, and that such documents constitute the legal, valid and binding obligations of each such entity, enforceable in accordance with their respective terms. We also have assumed that all natural persons who are signatories to such documents were legally competent at the time of their execution thereof.

We express no opinion as to the applicability of, compliance with or effect of, the law of any jurisdiction other than the substantive laws (excluding its applicable choice of law rules) of the Commonwealth of Pennsylvania. None of the opinions or other advice contained in this letter considers or covers any federal, state or foreign securities (or “blue sky”) laws or regulations. This opinion is limited to the laws, including the rules and regulations, as in effect on the date of this opinion, which laws are subject to change with possible retroactive effect.

Based upon and subject to the limitations, assumptions and qualifications set forth herein, we are of the opinion that:

1. The Subject Entity is a corporation validly existing under the laws of the Commonwealth of Pennsylvania and is presently subsisting under the laws of such jurisdiction.


Montgomery McCracken Walker & Rhoads LLP

Fidelity National Information Services, Inc.

June 3, 2014

Page 3

 

2. The Subject Entity has the corporate power to enter into and perform its obligations under the Indenture.

3. The execution, delivery and performance of the Indenture by the Subject Entity have been duly authorized by all necessary corporate action on the part of the Subject Entity, and the Subject Entity has duly executed and delivered the Indenture.

4. The Guarantee by the Subject Entity with respect to the Securities has been duly authorized by the Subject Entity.

These opinions are given as of the date hereof, they are intended to apply only to those facts and circumstances that exist as of the date hereof, and we assume no obligation or responsibility to update or supplement these opinions to reflect any facts or circumstances that may hereafter come to our attention or any changes in laws that may hereafter occur, or to inform the addressee of any change in circumstances occurring after the date hereof that would alter the opinions rendered herein. Our opinion in paragraph 1 is based solely upon our review of a certificate from the Secretary of the Commonwealth of the Commonwealth of Pennsylvania.

This opinion is limited to the matters set forth herein, and no opinion may be inferred or implied beyond the matters expressly contained herein.

We hereby consent to the filing of this opinion as an Exhibit to the Company’s Current Report on Form 8-K on or about the date hereof and to the incorporation of this opinion into the Registration Statement and further consent to the reference to our name under the caption “Legal Matters” in the Prospectus Supplement which is a part of the Registration Statement. In giving this consent, we do not admit that we are “experts” within the meaning of Section 11 of the Securities Act or within the category of persons whose consent is required under Section 7 of the Securities Act. We also consent to Willkie Farr & Gallagher LLP relying on this opinion.

 

Very truly yours,
/s/ Montgomery, McCracken, Walker & Rhoads, LLP
Montgomery, McCracken, Walker & Rhoads, LLP

MMWR:JTS:DSB


Schedule A

Subject Entity

 

Entity Name

  

Entity Type

  

Jurisdiction of Organization

GHR Systems, Inc.

   Corporation    Pennsylvania


Schedule B

Opinion Certificate of Subject Entity

See attached

Exhibit 5.4

 

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June 3, 2014

Fidelity National Information Services, Inc.

601 Riverside Avenue

Jacksonville, Florida 32204

 

Re:    Fidelity National Information Services, Inc. – 1.450% Senior Notes Due 2017
   Fidelity National Information Services, Inc. – 3.875% Senior Notes Due 2024

Ladies and Gentlemen:

We are issuing this opinion in our capacity as special counsel to those subsidiaries listed on Attachment A hereto (the “ Subject Entities ”) of Fidelity National Information Services, Inc., a Georgia corporation (the “ Company ”), in connection with the issuance and sale of $300,000,000 in aggregate principal amount of the Company’s 1.450% Senior Notes due 2017 (the “ 2017 Notes ”) and $700,000,000 in aggregate principal amount of the Company’s 3.875% Senior Notes due 2024 (the “ 2024 Notes ” and, together with the 2017 Notes, the “ Securities ”), pursuant to the Underwriting Agreement, dated May 27, 2014 (the “ Underwriting Agreement ”), among the Company, the underwriters listed on Schedule 1 thereto, and each of the guarantors listed on Schedule 2 thereto (the “ Guarantors ”), and the issuance of the guarantees on each of the Securities (the “ Guarantees ”) by the Guarantors. The Securities will be issued pursuant to an Indenture dated as of April 15, 2013 (the “ Base Indenture ”), among the Company, the Guarantors, and The Bank of New York Mellon Trust Company, N.A., as trustee; as supplemented by a Third Supplemental Indenture to be dated as of June 3, 2014 relating to the 2017 Notes (the “ Third Supplemental Indenture ”) and as further supplemented by a Fourth Supplemental Indenture to be dated as of June 3, 2014 relating to the 2024 Notes (the “ Fourth Supplemental Indenture ” together with the Third Supplemental Indenture and the Base Indenture are collectively referred to herein as the “ Indenture ”).

In connection with this opinion, we have examined originals or copies of the Underwriting Agreement, Guarantees, Indenture and such documents, corporate records, instruments, certificates of public officials and of the Subject Entities (including, without limitation, an Opinion Certificate made by the Subject Entities attached hereto as Attachment B), made such inquiries of officials of the Subject Entities, and considered such questions of law as we have deemed necessary for the purpose of rendering the opinions set forth herein.

In such examination, we have assumed the genuineness of all signatures and the authenticity of all items submitted to us as originals and the conformity with originals of all items submitted to us as copies and that each document obtained from a public authority is accurate, complete and authentic, and all official records (including their proper indexing and filing) are accurate and complete. Also, in making our examination of executed documents for the purposes of the opinions expressed herein we have assumed: (i) other than with respect to the Subject Entities, that each other entity is validly existing and in good standing (or the equivalent) as a corporation, limited liability company or other applicable legal entity under the laws of its jurisdiction of organization and has the requisite power and authority to execute and deliver such documents to which it is a party and to carry out and consummate all transactions contemplated to be performed by such documents; (ii) other than with respect to the Subject Entities, that each such entity has duly authorized the execution, delivery and performance of such documents to which it is a party and has, in fact, duly executed and delivered such documents to which it is a party; (iii) that such documents (including, without limitation, the Indenture and all documents related thereto) constitute the legal, valid and binding obligations of each party thereto, enforceable in accordance with their respective terms; and (iv) all natural persons who are signatories to such documents were legally competent at the time of their execution thereof. Our opinions expressed herein with respect to the

 

4800 WELLS FARGO CENTER | 90 South Seventh Street Minneapolis, MN 55402

P:612-877-5000 F:612-877-5999 W:moss-barnett.com


Fidelity National Information Services, Inc.

June 3, 2014

Page 2

 

due organization, existence and good standing of the Subject Entities are based solely upon certificates issued by the relevant authorities in the State of Minnesota, and are limited to the meaning ascribed to such certificates in such States and limited to the respective dates thereof.

We express no opinion as to the applicability of, compliance with or effect of, the law of any jurisdiction other than the substantive laws (excluding its applicable choice of law rules) of the State of Minnesota, as in effect on the date hereof. None of the opinions or other advice contained in this letter considers or covers any federal, state or foreign securities (or “blue sky”) laws or regulations. We express no opinion concerning the contents of the Registration Statement or any related prospectus. Although the Notes may be issued from time to time on a delayed or continuous basis, the opinions herein are limited to laws (including without limitation, the rules and regulations thereunder), as in effect on the date of this opinion letter, which laws are subject to change with possible retroactive effect. We have no obligation to update or supplement the opinions herein to reflect any changes in law that may hereafter occur or become effective. We also have assumed that the constitutionality or validity of a relevant statute, rule, regulation or agency action is not in issue unless a reported decision in Minnesota has established its unconstitutionality or invalidity.

Based upon and subject to the limitations, assumptions and qualifications set forth herein, we are of the opinion that:

 

  1. Each of the Subject Entities has been duly organized under the laws of its jurisdiction of organization as set forth on Attachment A hereto and is validly existing and in good standing under the laws of such jurisdiction.

 

  2. Each of the Subject Entities has the corporate power to enter into and perform its obligations under the Indenture.

 

  3. The execution, delivery and performance of the Indenture have been duly authorized by all necessary corporate action on the part of the Subject Entities.

 

  4. The Guarantees by the Subject Entities with respect to the Notes have been duly authorized by the Subject Entities.

The opinions set forth herein are limited to, and no opinion is implied or may be inferred beyond, the matters expressly stated herein.

We hereby consent to the filing of this opinion letter as an Exhibit to the Registration Statement and further consent to the reference to our name under the caption “Legal Matters” in the Prospectus which is a part of the Registration Statement. In giving this consent, we do not admit that we are “experts” within the meaning of Section 11 of the Securities Act or within the category of persons whose consent is required under Section 7 of the Securities Act. We also consent to Willkie Farr & Gallagher LLP, relying on this opinion solely for purposes of preparing its opinion letter.

 

Very truly yours,
/s/ Christopher D. Stall
Christopher D. Stall
Attorney at Law
612-877-5279
Chris.Stall@lawmoss.com


Attachment A

Subject Entities

 

Entity Name

  

Entity Type

  

Jurisdiction of Organization

ATM Management Services, Inc. (f.k.a. ACI-Canada, Inc.)    Corporation    Minnesota
Chex Systems, Inc. (f.k.a. Chex Newco Corporation)    Corporation    Minnesota
EFD Asia, Inc. (f.k.a. eFunds Overseas, Inc.)    Corporation    Minnesota
eFunds Global Holdings Corporation    Corporation    Minnesota


Attachment B

Opinion Certificate

See attached.

Exhibit 5.5

 

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Nelson Mullins Riley & Scarborough LLP

Attorneys and Counselors at Law

Atlantic Station / 201 17th Street, NW / Suite 1700 / Atlanta, GA 30363

Tel: 404.322.6000 Fax: 404.322.6050

www.nelsonmullins.com

June 3, 2014

Fidelity National Information Services, Inc.

601 Riverside Avenue

Jacksonville, Florida 32204

 

  Re: Fidelity National Information Services, Inc. – 1.450% Senior Notes Due 2017

Fidelity National Information Services, Inc. – 3.875% Senior Notes Due 2024

Ladies and Gentlemen:

We have acted as special counsel for Fidelity National Information Services, Inc., a Georgia corporation (the “ Company ”), and each of the subsidiaries of the Company listed on Attachment A hereto (the “ Subject Subsidiaries ” and, together with the Company, the “ Subject Entities ”) in connection with the issuance and sale of $300,000,000.00 in aggregate principal amount of the Company’s 1.450% Senior Notes due 2017 (the “ 2017 Notes ”) and $700,000,000.00 in aggregate principal amount of the Company’s 3.875% Senior Notes due 2024 (the “ 2024 Notes ” and, together with the 2017 Notes, the “ Securities ”), pursuant to the Underwriting Agreement, dated May 27, 2014 (the “ Underwriting Agreement ”), among the Company, the underwriters listed on Schedule 1 thereto, and each of the guarantors listed on Schedule 2 thereto (the “ Guarantors ”), and the issuance of the guarantees on each of the Securities (the “ Guarantees ”) by the Guarantors. The Securities will be issued pursuant to an Indenture dated as of April 15, 2013 (the “ Base Indenture ”), among the Company, the Guarantors, and The Bank of New York Mellon Trust Company, N.A., as trustee, as supplemented by a Third Supplemental Indenture dated as of June 3, 2014 relating to the 2017 Notes (the “ Third Supplemental Indenture ”), and as further supplemented by a Fourth Supplemental Indenture dated as of June 3, 2014 relating to the 2024 Notes (the “ Fourth Supplemental Indenture ” and, together with the Third Supplemental Indenture and the Base Indenture, the “ Indenture ”).

The offer and sale of the Securities is being made pursuant to the Registration Statement (the “ Registration Statement ”) on Form S-3 (Registration No. 333-187047), relating to the Securities and other securities, filed by the Company with the Securities and Exchange Commission (the “ Commission ”) under the Securities Act of 1933, as amended (the “ Securities Act ”), including the prospectus supplement dated May 27, 2014 (the “ Prospectus Supplement ”), and accompanying prospectus filed by the Company with the Commission. This opinion letter is being furnished in connection with the requirements of Item 601(b)(5) of Regulation S-K under the Securities Act.

With offices in the District of Columbia, Florida, Georgia, Massachusetts, North Carolina, South Carolina, Tennessee and West Virginia


Fidelity National Information Services, Inc.

June 3, 2014

Page 2

 

For the purposes of the opinions expressed herein, we have examined originals or copies of the Indenture (including copies of certificates representing the Securities), and such other documents, corporate records, instruments, certificates of public officials and of the Subject Entities (including, without limitation, an Opinion Certificate made on behalf of the Subject Entities attached hereto as Attachment B), made such inquiries of officials of the Subject Entities, and considered such questions of law as we have deemed necessary for the purpose of rendering the opinions set forth herein.

In such examination, we have assumed the genuineness of all signatures and the authenticity of all items submitted to us as originals and the conformity with originals of all items submitted to us as copies. Also, in making our examination of executed documents for the purposes of the opinions expressed herein we have assumed: (i) other than with respect to the Subject Entities, that each other entity is validly existing and in good standing (or the equivalent) as a corporation, limited liability company or other applicable legal entity under the laws of its jurisdiction of organization and has the requisite power and authority to execute and deliver such documents to which it is a party and to carry out and consummate all transactions contemplated to be performed by such documents; (ii) other than with respect to the Subject Entities, that each such entity has duly authorized the execution, delivery and performance of such documents to which it is a party and has, in fact, duly executed and delivered such documents to which it is a party; (iii) that such documents (including, without limitation, the Indenture and all documents related thereto) constitute the legal, valid and binding obligations of each party thereto, enforceable in accordance with their respective terms; and (iv) all natural persons who are signatories to such documents were legally competent at the time of their execution thereof. Our opinions expressed herein with respect to the due organization, existence and good standing of the Subject Entities are based solely upon certificates issued by the relevant authorities in the respective States of organization of the Subject Entities, and are limited to the meaning ascribed to such certificates in such States and limited to the respective dates thereof.

We express no opinion as to the applicability of, compliance with or effect of, the law of any jurisdiction other than the substantive laws (excluding their applicable choice of law rules) of the States of California, Florida, Georgia and Tennessee (collectively, the “ Opinion Jurisdictions ”). None of the opinions or other advice contained herein considers or covers any federal, state or foreign securities (or “blue sky”) laws or regulations. We express no opinion concerning the contents of the Registration Statement or any related prospectus. The opinions herein are limited to laws (including, without limitation, rules and regulations thereunder), as in effect on the date of this opinion letter, which laws are subject to change with possible retroactive effect. We have no obligation to update or supplement the opinions herein to reflect any changes in law that may hereafter occur or become effective. We also have assumed that the constitutionality or validity of a relevant statute, rule, regulation or agency action is not in issue unless a reported decision in the Opinion Jurisdictions has established its unconstitutionality or invalidity.

 


Fidelity National Information Services, Inc.

June 3, 2014

Page 3

 

Based upon and subject to the limitations, assumptions and qualifications set forth herein, we are of the opinion that:

 

  1. Each of the Subject Entities has been duly organized under the laws of its jurisdiction of organization as set forth either in the first paragraph of this opinion letter or on Attachment A hereto, as applicable, and is validly existing and in good standing under the laws of such jurisdiction.

 

  2. Each of the Subject Entities has the corporate or limited liability company (as applicable) power to enter into and perform its obligations under the Indenture.

 

  3. The execution, delivery and performance of the Indenture have been duly authorized by all necessary corporate or limited liability company (as applicable) action on the part of the Subject Entities, and the Subject Entities have duly executed and delivered the Indenture.

 

  4. The Guarantees by the Subject Subsidiaries with respect to the Securities have been duly authorized by the Subject Subsidiaries.

The opinions set forth herein are limited to, and no opinion is implied or may be inferred beyond, the matters expressly stated herein.

We hereby consent to the filing of this opinion letter as an Exhibit to the Company’s Current Report on Form 8-K on or about the date hereof and to the incorporation of this opinion letter into the Registration Statement and further consent to the reference to our name under the caption “Legal Matters” in the Prospectus Supplement which is a part of the Registration Statement. In giving this consent, we do not admit that we are “experts” within the meaning of Section 11 of the Securities Act or within the category of persons whose consent is required under Section 7 of the Securities Act. We also consent to Willkie Farr & Gallagher LLP relying on this opinion letter.

 

Very truly yours,
/s/ Nelson Mullins Riley & Scarborough LLP

 


Attachment A

Subsidiaries

 

Entity Name

  

Entity Type

  

Jurisdiction of Organization

Card Brazil Holdings, Inc.    Corporation    Georgia
Complete Payment Recovery Services, Inc.    Corporation    Georgia
Fidelity National Asia Pacific Holdings, LLC    Limited liability company    Georgia
Fidelity National Card Services, Inc.    Corporation    Florida
Fidelity National E-Banking Services, Inc    Corporation    Georgia
Fidelity National First Bankcard Systems, Inc.    Corporation    Georgia
Fidelity National Global Card Services, Inc.    Corporation    Florida
FIS Output Solutions, LLC    Limited liability company    Georgia
Link2Gov Corp.    Corporation    Tennessee
Payment South America Holdings, Inc.    Corporation    Georgia
Penley, Inc.    Corporation    Georgia
Second Foundation, Inc.    Corporation    California
WildCard Systems, Inc.    Corporation    Florida


Attachment B

[See attachment]

Exhibit 5.6

 

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June 3, 2014

 

Fidelity National Information Services, Inc.

601 Riverside Avenue

Jacksonville, Florida 32204

 

RE:  Fidelity National Information Services, Inc. – $300,000,000 1.450% Senior Notes Due 2017 and $700,000,000 3.875% Senior Notes Due 2024

 

Ladies and Gentlemen:

 

We are issuing this opinion in our capacity as special Oklahoma counsel to those subsidiaries listed on Attachment A hereto (the “ Subject Entities ”) of Fidelity National Information Services, Inc., a Georgia corporation (the “ Company ”), in connection with the filing by the Company of its registration statement dated March 5, 2013 on Form S-3 (Registration No. 333-187047), including the prospectus supplement dated May 27, 2014 (the “ Prospectus Supplement ”), filed with the Securities and Exchange Commission (as amended or supplemented, the “ Registration Statement ”). The Registration Statement relates to the contemplated offer and sale of $300,000,000 in aggregate principal amount of the Company’s 1.450% Senior Notes due 2017 (the “ 2017 Notes ”) and $700,000,000 in aggregate principal amount of the Company’s 3.875% Senior Notes due 2024 (the “ 2024 Senior Notes ” and, together with the 2017 Notes, the “ Securities ”), which will be registered under the Securities Act of 1933, as amended (the “ Securities Act ”), and pursuant to the Underwriting Agreement, dated May 27, 2014 (the “ Underwriting Agreement ”), among the Company, the underwriters listed on Schedule 1 thereto (the “ Underwriters ”), and each of the guarantors listed on Schedule 2 thereto including the Subject Entities (the “ Guarantors ”), and the issuance of the guarantees on each of the Securities (the “ Guarantees ”) by the Guarantors.

 

The Securities will be issued pursuant to the terms and conditions of, and in the form set forth in, an Indenture to be dated as of April 15, 2013 (the “ Base Indenture ”), among the Company, the Guarantors, and The Bank of New York Mellon Trust Company, N.A., a national banking association, as trustee (the “ Trustee ”), as supplemented by a Third Supplemental Indenture to be dated as of June 3, 2014 relating to the 2017 Notes (the “ Third Supplemental Indenture ”), and as further supplemented by a Fourth Supplemental Indenture to be dated as of June 3, 2014 relating to the 2024 Notes (the “ Fourth Supplemental Indenture ” and together with the Third Supplemental Indenture, the “ Supplemental Indentures ”; the Supplemental Indentures and the Base Indenture are collectively referred to herein as the “ Indenture ”).

  

 

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June 3, 2014

Page 2 of 5

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In connection with this opinion, we have examined originals or copies of the Indenture, the Underwriting Agreement, the Registration Statement and such other documents, corporate records, instruments, certificates of public officials and of the Subject Entities (including, without limitation, an Opinion Certificate made by the Subject Entities attached hereto as Attachment B ), made such inquiries of officials of the Subject Entities, and considered such questions of law as we have deemed necessary for the purpose of rendering the opinions set forth herein.

 

In such examination, we have assumed the genuineness of all signatures and the authenticity of all items submitted to us as originals and the conformity with originals of all items submitted to us as copies. In making our examination of documents executed by entities we have assumed: (i) other than with respect to the Subject Entities, that each other entity has the power and authority to execute and deliver, and to perform and observe the provisions of such documents, and the due authorization by each such entity of all requisite action; and (ii) the due execution and delivery of such documents by each such entity, and that such documents constitute the legal, valid and binding obligations of each such entity.

 

We express no opinion as to the applicability of, compliance with or effect of, the law of any jurisdiction other than the substantive laws (excluding its applicable choice of law rules) of the State of Oklahoma (the “Opinion Jurisdiction”). None of the opinions or other advice contained in this letter considers or covers any federal, state or foreign securities (or “blue sky”) laws or regulations. We express no opinion concerning the contents of the Registration Statement or any related prospectus. This opinion is limited to the laws, including the rules and regulations, as in effect on the date of this opinion, which laws are subject to change with possible retroactive effect. We have no obligation to update or supplement the opinions herein to reflect any changes in law that may hereafter occur or become effective. We have also assumed that the constitutionality of validity of a relevant statute, rule, regulation or agency action is not in issue unless a reported decision in the Opinion Jurisdiction has established its unconstitutionality or invalidity.

 

Based upon and subject to the limitations, assumptions and qualifications set forth herein, we are of the opinion that:

 

1.     Each of the Subject Entities has been duly organized under the laws of its jurisdiction of organization as set forth on    Attachment A hereto, and is validly existing and in good standing under the laws of such jurisdiction.

 

2.     Each of the Subject Entities has the organizational power to enter into and perform its obligations under the   Indenture.

  

 

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June 3, 2014

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3.     The execution, delivery and performance of the Indenture have been duly authorized by all necessary organizational   action on the part of the Subject Entities, and the Subject Entities have duly executed and delivered the Indenture.

 

4.     The Guarantee by the Subject Entities with respect to the Securities has been duly authorized by the Subject Entities.

 

The opinions set forth herein are limited to, and no opinion is implied or may be inferred beyond, the matters expressly stated herein.

 

We hereby consent to the filing of this opinion as an Exhibit to the Company’s Current Report on Form 8-K on or about the date hereof and to the incorporation of this opinion into Registration Statement, and further consent to the reference to our name under the caption “Legal Matters” in the Prospectus Supplement which is a part of the Registration Statement. In giving this consent, we do not admit that we are “experts” within the meaning of Section 11 of the Securities Act or within the category of persons whose consent is required under Section 7 of the Securities Act. We also consent to Willkie Farr & Gallagher LLP relying on this opinion.

 

Very truly yours,

 

PHILLIPS MURRAH P.C.

 

/s/ Phillips Murrah P.C.

  

 

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June 3, 2014

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Attachment A

 

Subject Entities

 

    

Entity Name

  

Entity Type

  

Jurisdiction of Organization

  

 

Advanced Financial Solutions, Inc.

  

 

Corporation

  

 

Oklahoma

  

 

Endpoint Exchange LLC

  

 

Limited Liability Company

  

 

Oklahoma

 

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June 3, 2014

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Attachment B

 

Opinion Certificate

 

(see attached)

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Exhibit 5.7

 

 

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June 3, 2014

Fidelity National Information Services, Inc.

601 Riverside Avenue

Jacksonville, Florida 32204

 

  Re: Fidelity National Information Services, Inc. –1.450% Senior Notes Due 2017

Fidelity National Information Services, Inc. –3.875% Senior Notes Due 2024

Ladies and Gentlemen:

We have acted as special local counsel for each of the subsidiaries listed on Annex A hereto (the “ Subject Subsidiaries ”) of Fidelity National Information Services, Inc. (the “ Company ”) in connection with the issuance and sale of $300,000,000 in aggregate principal amount of the Company’s 1.450% Senior Notes due 2017 (the “ 2017 Notes ”) and $700,000,000 in aggregate principal amount of the Company’s 3.875% Senior Notes due 2024 (the “ 2024 Notes ” and, together with the 2017 Notes, the “ Notes ”), pursuant to the Underwriting Agreement, dated May 27, 2014 (the “ Underwriting Agreement ”), among the Company, the underwriters listed on Schedule 1 thereto, and each of the guarantors listed on Schedule 2 thereto (the “ Guarantors ”), and the issuance of the guarantees on each of the Securities (the “ Guarantees ” and, together with the Notes, the “ Securities ”) by the Guarantors. The Securities will be issued pursuant to an Indenture dated as of April 15, 2013 (the “ Base Indenture ”), among the Company, the Guarantors, and The Bank of New York Mellon Trust Company, N.A., as trustee, as supplemented by a Third Supplemental Indenture to be dated as of June 3, 2014, relating to the 2017 Notes (the “ Third Supplemental Indenture ”), and as further supplemented by a Fourth Supplemental Indenture to be dated as of June 3, 2014, relating to the 2024 Notes (the “ Fourth Supplemental Indenture ” and, together with the Third Supplemental Indenture and the Base Indenture, the “ Indenture ”).

The offer and sale of the Securities is being made pursuant to the Registration Statement (the “ Registration Statement ”) on Form S-3 (Registration No. 333-187047), relating to the Securities and other securities, filed by the Company with the Securities and Exchange Commission (the “ Commission ”) under the Securities Act of 1933, as amended (the “ Securities Act ”), including the prospectus supplement, dated May 27, 2014 (the “ Prospectus Supplement ”), and accompanying prospectus filed by the Company with the Commission. This opinion letter is being furnished in connection with the requirements of Item 601(b)(5) of Regulation S-K under the Securities Act.


Fidelity National Information Services, Inc.

June 3, 2014

Page 2

 

For the purposes of the opinions expressed herein, we have examined originals or copies of the Indenture (including copies of certificates representing the Securities), and such other documents, corporate records, instruments, certificates of public officials and of the Subject Subsidiaries (including, without limitation, an Opinion Certificate made by an officer of the Subject Subsidiaries and certificates of the secretary of each of the Subject Subsidiaries), made such inquiries of officials of the Subject Subsidiaries, and considered such questions of law as we have deemed necessary for the purpose of rendering the opinions set forth herein.

In such examination, we have assumed the genuineness of all signatures and the authenticity of all items submitted to us as originals and the conformity with originals of all items submitted to us as copies. Also, in making our examination of executed documents for the purposes of the opinions expressed herein we have assumed: (i) other than with respect to the Subject Subsidiaries, that each other entity is validly existing and in good standing (or the equivalent) as a corporation, limited liability company or other applicable legal entity under the laws of its jurisdiction of organization and has the requisite power and authority to execute and deliver such documents to which it is a party and to carry out and consummate all transactions contemplated to be performed by such documents; (ii) other than with respect to the Subject Subsidiaries, that each such entity has duly authorized the execution, delivery and performance of such documents to which it is a party and has, in fact, duly executed and delivered such documents to which it is a party; (iii) that such documents (including, without limitation, the Indenture and all documents related thereto) constitute the legal, valid and binding obligations of each party thereto, enforceable in accordance with their respective terms; and (iv) all natural persons who are signatories to such documents were legally competent at the time of their execution thereof. Our opinions expressed herein with respect to the existence and good standing, active status or the equivalent as a corporation or limited liability company of the Subject Subsidiaries are based solely upon certificates issued by the relevant authorities in the respective States of organization of the Subject Subsidiaries, and are limited to the meaning ascribed to such certificates in such States and limited to the respective dates thereof.

We express no opinion as to the applicability of, compliance with or effect of, the law of any jurisdiction other than the substantive laws (excluding their applicable choice of law rules) of the States of Nevada and Wisconsin (collectively, the “ Opinion Jurisdictions ”). None of the opinions or other advice contained herein considers or covers any federal, state or foreign securities (or “blue sky”) laws or regulations. We express no opinion concerning the form or contents of the Registration Statement or any related prospectus. The opinions herein are limited to laws (including, without limitation, rules and regulations thereunder), as in effect on the date of this opinion letter, which laws are subject to change with possible retroactive effect. We have no obligation to update or supplement the opinions herein to reflect any changes in law that may hereafter occur or become effective. We also have assumed that the constitutionality or validity of a relevant statute, rule, regulation or agency action is not in issue unless a reported decision in the Opinion Jurisdictions has established its unconstitutionality or invalidity.

 


Fidelity National Information Services, Inc.

June 3, 2014

Page 3

 

Based upon and subject to the limitations, assumptions and qualifications set forth herein, we are of the opinion that:

 

  1. Each of the Subject Subsidiaries is validly existing and in good standing, active status or the equivalent as a corporation or limited liability company under the laws of its jurisdiction of organization as set forth on Attachment A hereto.

 

  2. Each of the Subject Subsidiaries has the corporate or limited liability company (as applicable) power to enter into and perform its obligations under the Indenture.

 

  3. The execution, delivery and performance of the Indenture have been duly authorized by all necessary corporate or limited liability company (as applicable) action on the part of the Subject Subsidiaries, and the Subject Subsidiaries have executed the Indenture.

 

  4. The Guarantees by the Subject Subsidiaries with respect to the Securities have been duly authorized by the Subject Subsidiaries.

The opinions set forth herein are limited to, and no opinion is implied or may be inferred beyond, the matters expressly stated herein.

We hereby consent to the filing of this opinion letter as an Exhibit to the Registration Statement (by means of incorporation by reference from a Company Current Report on Form 8-K on or about the date hereof) and further consent to the reference to our name under the caption “Legal Matters” in the Prospectus Supplement which is a part of the Registration Statement. In giving this consent, we do not admit that we are “experts” within the meaning of Section 11 of the Securities Act or within the category of persons whose consent is required under Section 7 of the Securities Act. We also consent to Willkie Farr & Gallagher LLP relying on this opinion letter for the sole purpose of its legality opinion being filed as an Exhibit to the Registration Statement.

 

Very truly yours,
/s/ Quarles & Brady LLP
Quarles & Brady LLP

 


Attachment A

Subject Subsidiaries

 

Entity Name

  

Entity Type

  

Jurisdiction of Organization

Kirchman Corporation    Corporation    Wisconsin
Metavante Corporation    Corporation    Wisconsin
TREEV LLC    Limited liability company    Nevada
Vicor, Inc.    Corporation    Nevada

Exhibit 99.1

 

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Press Release

FIS Completes Public Offering of $1 Billion of Senior Notes

Release Date: June 3, 2014

JACKSONVILLE, Fla. – Fidelity National Information Services, Inc. (“FIS”) (NYSE: FIS), a leading provider of banking and payments technology, today announced the completion of its public offering of $300 million in aggregate principal amount of 1.450% Senior Notes due 2017 and $700 million in aggregate principal amount of 3.875% Senior Notes due 2024 (together, the “Notes”).

Citigroup Global Markets Inc., J.P. Morgan Securities LLC and Merrill Lynch, Pierce, Fenner & Smith Incorporated acted as joint book-running managers for the offering.

The offering of the Notes is made only by means of a prospectus supplement and accompanying prospectus. Copies may be obtained by contacting Citigroup Global Markets Inc. at (800) 831-9146 or by emailing Prospectus@citi.com, J.P. Morgan Securities LLC collect at (212) 834-4533 and Merrill Lynch, Pierce, Fenner & Smith Incorporated at (800) 294-1322 or by emailing Dg.prospectus_requests@baml.com. The Notes are being offered pursuant to an effective shelf registration statement filed with the Securities and Exchange Commission on March 5, 2013.

This press release does not constitute an offer to sell or the solicitation of an offer to buy any of the Notes, nor will there be any sale of the Notes in any jurisdiction in which such offer, solicitation or sale is not authorized or to any person to whom it is unlawful to make such offer, solicitation or sale. Any offer, solicitation or sale of the Notes will be made only by means of the prospectus supplement and the accompanying prospectus.

About FIS

FIS (NYSE: FIS) is a leading global provider dedicated to banking and payments technologies. With a long history deeply rooted in the financial services sector, FIS serves more than 14,000 institutions in over 100 countries. Headquartered in Jacksonville, Fla., FIS employs more than 38,000 people worldwide and holds leadership positions in payment processing and banking solutions, providing software, services and outsourcing of the technology that drives financial institutions. FIS topped the annual FinTech 100 list for each of 2013, 2012 and 2011, is a member of the Fortune 500 and is a member of Standard & Poor’s 500 ® Index.

Forward-Looking Statements

This news release contains forward-looking statements that involve a number of risks and uncertainties. Statements that are not historical facts, including statements about our beliefs and expectations, are forward-looking statements. Forward-looking statements are based on management’s beliefs, as well as assumptions made by, and information currently available to, management. Because such statements are based on expectations as to future events and are not statements of fact, actual results may differ materially from those projected. FIS undertakes no obligation to update any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law. The risks and uncertainties which forward-looking statements are subject to include, but are not limited to, statements regarding how FIS will use the proceeds of the offering and other risks detailed in the “Statement Regarding Forward-Looking Information,” “Risk Factors” and other sections of FIS’ Form 10-K and other filings with the SEC.

For More Information:

Kim Snider, 904.438.6278    Nancy Murphy, 904.438.6192
Vice President    Senior Vice President
FIS Global Marketing and Communications    FIS Investor Relations
kim.snider@fisglobal.com    nancy.murphy@fisglobal.com