DEBT EXCHANGE AND JOINDER AGREEMENT

Exhibit 10.3

DEBT EXCHANGE AND JOINDER AGREEMENT

      THIS DEBT EXCHANGE AND JOINDER AGREEMENT , dated as of October 1, 2009 (this “ Joinder Agreement ”), by and among FIDELITY NATIONAL INFORMATION SERVICES, INC., a Georgia corporation (“ FNIS ”), METAVANTE HOLDINGS, LLC, a Delaware limited liability company, METAVANTE CORPORATION, a Wisconsin corporation (“ Metavante Corp. ”), FNIS, as purchaser of the Metavante Term Loans (as defined below) (in such capacity, the “ FNIS Loan Purchaser ”), each lender listed on Schedule I hereto (each, a “ Joinder Lender ”; and, collectively, the “ Joinder Lenders ”), JPMORGAN CHASE BANK, N.A. (“ JPMCB ”), as administrative agent under the FNIS Credit Agreement (as defined below) (in such capacity, the “ FNIS Facility Administrative Agent ”), and JPMCB, as administrative agent under the Metavante Credit Agreement (as defined below) (in such capacity, the “ Metavante Facility Administrative Agent ”).

RECITALS:

      WHEREAS , reference is hereby made to (i) the Credit Agreement, dated as of January 18, 2007, by and among FNIS, the designated borrowers from time to time party thereto, the lenders from time to time party thereto, JPMCB, as administrative agent, swing line lender and l/c issuer, and Bank of America, N.A., as swing line lender (as amended, the “ FNIS Credit Agreement ”; the terms defined therein and not otherwise defined herein being used herein as defined therein) and (ii) the Credit Agreement, dated as of November 1, 2007, by and among Metavante Technologies, Inc., a Wisconsin corporation (“ Metavante Holdings ”), Metavante Corp., the lenders from time to time party thereto, Lehman Commercial Paper Inc. and Baird Financial Corporation, as documentation agents, Morgan Stanley Senior Funding Inc., as syndication agent and JPMCB, as administrative agent (as amended, the “ Metavante Credit Agreement ”);

      WHEREAS , Metavante Holdings and Metavante Corp. have advised the Joinder Lenders that FNIS intends to merge Cars Holdings, LLC, a wholly-owned subsidiary of FNIS (“ FNIS Merger Sub ”), with Metavante Holdings, with FNIS Merger Sub as the surviving entity (with such surviving entity to be renamed as Metavante Holdings, LLC immediately upon the effectiveness of such merger (in such capacity, the “ Surviving Company ”)) (the “ Metavante Merger ”), pursuant to the Agreement and Plan of Merger dated as of March 31, 2009 among FNIS, Metavante Holdings and FNIS Merger Sub (the “ Metavante Merger Agreement ”);

      WHEREAS , in connection with the Metavante Merger, FNIS and Metavante Corp. desire to restructure certain loans under the Metavante Credit Agreement as follows: (i) the FNIS Loan Purchaser shall purchase from the Joinder Lenders an aggregate principal amount of $500,000,000 of term loans outstanding under the Metavante Credit Agreement and held by the Joinder Lenders (the “ Metavante Term Loans ”) in exchange for the issuance to the Joinder Lenders of an identical principal amount of debt evidencing Additional Term Loans under the FNIS Credit Agreement and

(ii) concurrently with such purchase, such Metavante Term Loans so purchased shall be cancelled such that they will no longer be outstanding for all purposes of the Metavante Credit Agreement;

      WHEREAS , Metavante Holdings, Metavante Corp., the Required Lenders (as defined in the Metavante Credit Agreement) and the Metavante Facility Administrative Agent have approved amendments to the Metavante Credit Agreement pursuant to Amendment No. 1 thereto (the “ Metavante Facility Amendment ”) dated April 30, 2009 and effective as of the Amendment No. 1 Effective Date (as defined in the Metavante Facility Amendment) to permit, among other things, Metavante Holdings to consummate the Metavante Merger and the FNIS Loan Purchaser to purchase such Metavante Term Loans pursuant to the debt exchange contemplated hereby;

      WHEREAS , pursuant to Section 2.16 of the FNIS Credit Agreement, FNIS may request additional Term Commitments (and elect to create a new tranche of term loans in respect of such additional commitments), and may invite Eligible Assignees to become Term Lenders in respect of such commitments pursuant to a joinder agreement;

      WHEREAS , FNIS has requested that the Joinder Lenders make (or be deemed to make) Additional Term Loans under a new tranche of term loans in an aggregate principal amount of $500,000,000 pursuant to the terms of the FNIS Credit Agreement; and

      WHEREAS , pursuant to the terms below, the FNIS Loan Purchaser and the Joinder Lenders desire to exchange the Tranche C Term Loans (as defined below) made (or deemed to have been made) by the Joinder Lenders for the Metavante Term Loans.

      NOW, THEREFORE , in consideration of the premises and agreements herein contained, the parties hereto agree as follows:

     1.  Tranche C Term Commitments and Debt Exchange.

     (a) Subject to the terms and conditions set forth herein, each Joinder Lender party hereto severally agrees to make (or be deemed to make), on the Additional Commitments Effective Date (as defined below), a single loan under a new tranche of term loans (each, a “ Tranche C Term Loan ”; and, collectively, the “ Tranche C Term Loans ”) in Dollars to FNIS in an amount equal to the commitment amount set forth next to such Joinder Lender’s name in Schedule I hereto under the caption “Tranche C Term Commitment” (collectively, the “ Tranche C Term Commitments ”) in exchange for the purchase by the FNIS Loan Purchaser of the Metavante Term Loans in the principal amounts set forth on Schedule I hereto under the caption “Purchased Metavante Term Loans” (such exchange, the “ Debt Exchange ”). For purposes hereof, any Lender that has a Tranche C Term Commitment or Tranche C Term Loan is referred to as a “ Tranche C Term Lender ” and this Joinder Agreement shall be deemed to be a “ Loan Document ” under the FNIS Credit Agreement.

          (b) On the Additional Commitments Effective Date and concurrently with the Debt Exchange, the Metavante Facility Administrative Agent will record the purchase by the FNIS Loan Purchaser of the Metavante Term Loans pursuant to the Debt Exchange and the concurrent cancellation of such Metavante Term Loans, in the Register (as defined in the Metavante Credit Agreement).

     2.  Applicable Margin and Base Rate.

     (a) The “ Applicable Margin ” for each Tranche C Term Loan shall mean, as of any date of determination, the following percentages per annum:

     (b) The “ Base Rate ”, as used in the definition of “Applicable Margin” in respect of Tranche C Term Loans, shall mean, for any day a fluctuating rate per annum (rounded upwards, if necessary, to the next 1/16 of 1%) equal to the highest of (i) the Federal Funds Rate plus 1/2 of 1%, (ii) the rate of interest in effect for such day as publicly announced by JPMCB as its “prime rate” and (iii) the Eurocurrency Rate (denominated in Dollars) for a one month Interest Period on such day (or if such day is not a Business Day, the immediately preceding Business Day) plus 1.00%. The “prime rate” is a rate set by JPMCB based upon various factors including JPMCB’s costs and desired return, general economic conditions and other factors, and is used as a reference point for pricing some loans, which may be priced at, above, or below such announced rate. Any change in such rate announced by JPMCB shall take effect at the opening of business on the day specified in the public announcement of such change.

     3.  Principal Payments. FNIS shall repay to the FNIS Facility Administrative Agent for the ratable account of the Tranche C Term Lenders the aggregate principal amount of all Tranche C Term Loans outstanding in quarterly installments as follows (which installments shall be reduced as a result of the application of prepayments in accordance with the order of priority set forth in Section 2.06(b)(iv)), each such payment to be made on or prior to the date specified below:

; provided that the final principal repayment installment of the Tranche C Term Loans shall be repaid on the Term C Loan Maturity Date and in any event shall be in an amount equal to the aggregate principal amount of all Tranche C Term Loans outstanding on such date.

     4.  Voluntary and Mandatory Prepayments. Scheduled installments of principal of the Tranche C Term Loans set forth above shall be reduced in connection with any optional or mandatory prepayments of the Tranche C Term Loans in accordance with Section 2.06 of the FNIS Credit Agreement.

     5.  Term C Loan Maturity Date. The Tranche C Term Loans will mature and be payable in full on January 18, 2012 (the “ Term C Loan Maturity Date ”).

     6.  New Lenders. To the extent not already a Lender under the FNIS Credit Agreement, each Joinder Lender party hereto acknowledges and agrees that upon its execution of this Joinder Agreement and the making (or the deemed making) of Tranche C Term Loans that such Joinder Lender shall become a “Lender” under, and for all purposes of, the FNIS Credit Agreement and the other Loan Documents, and shall be subject to and bound by the terms thereof (as modified by the provisions of this Joinder Agreement), and shall perform all the obligations of and shall have all rights of a Lender thereunder (as modified by the provisions of this Joinder Agreement).

     7. Confirmations and Agreements. Each Joinder Lender party hereto (i) confirms that it has received a copy of the FNIS Credit Agreement, together with copies of the most recent financial statements delivered pursuant to Section 6.01 of the FNIS Credit Agreement and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Joinder Agreement; (ii) agrees that it will, independently and without reliance upon the FNIS Facility Administrative Agent or any other Lender or Agent and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the FNIS Credit Agreement; (iii) appoints and authorizes the FNIS Facility Administrative Agent to take such action as agent on its behalf and to exercise such powers under the FNIS Credit Agreement and the

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

     8.  FNIS Credit Agreement Governs. Except as set forth in this Joinder Agreement, the Tranche C Term Loans shall otherwise be subject to the provisions of the FNIS Credit Agreement and the other Loan Documents that apply to “Term Loans” thereunder.

     9.  Eligible Assignee. By execution of this Joinder Agreement, each Joinder Lender party hereto represents and warrants that it is an Eligible Assignee, it being understood and agreed that any consent of FNIS or the FNIS Facility Administrative Agent as may be required by the FNIS Credit Agreement under the definition of “Eligible Assignee” shall be deemed to have been given by FNIS and the FNIS Facility Administrative Agent.

     10.  Notice. For purposes of the FNIS Credit Agreement, the initial notice address of each Joinder Lender party hereto shall be as set forth below its signature below.

     11.  Foreign Lenders. On or prior to the date which is ten Business Days after the Additional Commitments Effective Date, each Joinder Lender that is a Foreign Lender shall deliver to the FNIS Facility Administrative Agent such documentation that is required to be delivered by it pursuant to Section 11.16 of the FNIS Credit Agreement, duly completed and executed by such Lender.

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

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

     (a) Authorization; No Contravention. The execution, delivery and performance by each Company Party of this Joinder Agreement are (i) within such Company Party’s corporate or other powers, (ii) have been duly authorized by all necessary corporate, shareholder or other organizational action and (iii) do not and will not (A) contravene the terms of any of such Company Party’s Organization Documents, (B) conflict with or result in any breach or contravention of, or the creation of any Lien under (other than as permitted by Section 7.01 of the FNIS Credit Agreement and Section 7.1 of the Metavante

Credit Agreement), or require any payment to be made under (1) any documentation governing any Permitted Subordinated Indebtedness, (2) the FNIS Credit Agreement or the Metavante Credit Agreement, (3) any other Contractual Obligation to which such Company Party is a party or affecting such Company Party or the properties of such Company Party or any of its Subsidiaries or (4) any order, injunction, writ or decree, of or with any Governmental Authority or any arbitral award to which such Company Party or its property is subject; or (C) violate, in any material respect, any Law; except with respect to any conflict, breach or contravention or payment (but not creation of Liens) referred to in clause (B)(3) to the extent that such conflict, breach, contravention or payment could not reasonably be expected to have a Material Adverse Effect.

     (b) Binding Effect. This Joinder Agreement has been duly executed and delivered by each Company Party. This Joinder Agreement constitutes a legal, valid and binding obligation of such Company Party, enforceable against such Company Party in accordance with its terms, except as such enforceability may be limited by bankruptcy insolvency, reorganization, receivership, moratorium or other Laws affecting creditors’ rights generally and by general principles of equity.

     14.  Conditions to Effectiveness of Joinder Agreement. This Joinder Agreement shall become effective upon the satisfaction of the following conditions (the “ Additional Commitments Effective Date ”):

     (a) The FNIS Facility Administrative Agent’s receipt of the following, each of which shall be originals, or electronic copies or facsimiles followed promptly by originals (unless otherwise specified):

     (i) executed counterparts of this Joinder Agreement from each Company Party and each Joinder Lender party hereto;

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

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

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

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

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