THIS JOINDER
AGREEMENT , dated as of September 12, 2007 (this “
Joinder Agreement ”), by and among FIDELITY NATIONAL
INFORMATION SERVICES, INC., a Georgia corporation (the “
Company ”), each lender listed on the signature pages
hereto (each, a “ Joinder Lender ”), and
JPMORGAN CHASE BANK, N.A., as Administrative Agent.
WHEREAS ,
reference is hereby made to the Credit Agreement, dated as of
January 18, 2007 (as amended by Amendment No. 1 dated
July 30, 2007 and effective as of the Amendment No. 1
Effective Date (“ Amendment No. 1 ”) and as
further amended, amended and restated, supplemented or otherwise
modified from time to time, the “ Credit Agreement
”; the terms defined therein and not otherwise defined herein
being used herein as defined therein), by and among the Company,
the Designated Borrowers from time to time party thereto, JPMorgan
Chase Bank, N.A., as Administrative Agent, Swing Line Lender and
L/C Issuer, and Bank of America, N.A., as Swing Line
Lender;
WHEREAS ,
the Company has advised the Joinder Lenders that the Company
intends to undertake the eFunds Merger pursuant to which eFunds
will become a wholly owned Subsidiary of the Company and, in
connection therewith, the Company wishes to borrow Additional Term
Loans in an aggregate principal amount of
$1,600,000,000;
WHEREAS ,
the Company, the Required Lenders and the Administrative Agent have
approved amendments to the Credit Agreement pursuant to Amendment
No. 1 to permit the Company to undertake the eFunds Merger and
borrow such Additional Term Loans;
WHEREAS ,
pursuant to Section 2.16 of the Credit Agreement, the Company
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; and
WHEREAS ,
the Company has requested that the Joinder Lenders make Additional
Term Loans under a new tranche of term loans in an aggregate
principal amount of $1,600,000,000.
NOW,
THEREFORE , in consideration of the premises and agreements
herein contained, the parties hereto agree as follows:
1.
Tranche B Term Commitments. Subject to the terms and
conditions set forth herein, each Joinder Lender party hereto
severally agrees to make, on the Additional Commitments Effective
Date (as defined below), a single loan under a new tranche of term
loans (each, a “ Tranche B Term Loan ”) in
Dollars to the Company in an amount equal to the commitment amount
set forth next to such Joinder Lender’s name in
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Schedule 1
hereto under the caption “Tranche B Term Commitment”
(collectively, the “ Tranche B Term Commitments
”). For purposes hereof, any Lender that has a Tranche B Term
Commitment or Tranche B Term Loan is referred to as a “
Tranche B Term Lender ” and this Joinder Agreement
shall be deemed to be a “ Loan Document ” under
the Credit Agreement.
2.
Applicable Margin. The “ Applicable Margin
” for each Tranche B Term Loan shall mean, as of any date of
determination, the following percentages per annum based upon the
Leverage Ratio as set forth in the most recent Compliance
Certificate received by the Administrative Agent pursuant to
Section 6.02(b) of the Credit Agreement:
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Tranche B Term
Loans
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Pricing Level
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Leverage Ratio
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Eurocurrency Rate
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Base Rate
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< 1.0:1
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1.625
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%
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0.625
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%
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>1.0:1
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1.75
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%
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0.75
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%
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Any increase or
decrease in the Applicable Margin resulting from a change in the
Leverage Ratio shall become effective as of the first Business Day
immediately following the date a Compliance Certificate is
delivered pursuant to Section 6.02(b); provided that at
the option of the Administrative Agent or the Required Lenders,
Pricing Level 2 shall apply (1) as of the first Business Day
after the date on which a Compliance Certificate was required to
have been delivered but was not delivered, and shall continue to so
apply to and including the date on which such Compliance
Certificate is so delivered (and thereafter the Pricing Level
otherwise determined in accordance with this definition shall
apply) and (2) as of the first Business Day after an Event of
Default set forth in Section 8.01(a) or (f) shall have
occurred and be continuing, and shall continue to so apply to but
excluding the date on which such Event of Default is cured or
waived (and thereafter the Pricing Level otherwise determined in
accordance with this definition shall apply).
3.
Principal Payments. The Company shall repay to the
Administrative Agent for the ratable account of the Tranche B Term
Lenders the aggregate principal amount of all Tranche B Term Loans
outstanding in quarterly installments as follows (which
installments shall be reduced as a result of the application of
prepayments in accordance with the order of priority set forth in
Section 2.06(b)(iv)), each such payment to be made on or prior to
the date specified below:
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Aggregate Tranche B Term Loan
Principal
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Payment Date
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Amortization
Payment
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$
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4,000,000
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$
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4,000,000
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$
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4,000,000
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$
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4,000,000
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2
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Aggregate Tranche B Term Loan
Principal
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Payment Date
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Amortization
Payment
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$
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4,000,000
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$
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4,000,000
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$
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4,000,000
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$
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4,000,000
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$
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4,000,000
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$
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4,000,000
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$
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4,000,000
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$
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4,000,000
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$
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4,000,000
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$
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4,000,000
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$
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4,000,000
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$
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4,000,000
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$
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4,000,000
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$
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4,000,000
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$
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4,000,000
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$
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4,000,000
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$
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4,000,000
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$
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4,000,000
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$
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4,000,000
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$
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4,000,000
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Maturity Date
(as defined below)
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$
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1,504,000,000
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provided that the final principal repayment installment
of the Tranche B Term Loans shall be repaid on the Maturity Date
and in any event shall be in an amount equal to the aggregate
principal amount of all Tranche B Term Loans outstanding on such
date.
4.
Voluntary and Mandatory Prepayments. Scheduled installments
of principal of the Tranche B Term Loans set forth above shall be
reduced in connection with any optional or mandatory prepayments of
the Tranche B Term Loans in accordance with Section 2.06 of
the Credit Agreement.
5.
Maturity Date. The Tranche B Term Loans will mature and be
payable in full on January 18, 2014 (the “ Maturity
Date ”).
6. New
Lenders. To the extent not already a Lender under the Credit
Agreement, each Joinder Lender party hereto acknowledges and agrees
that upon its execution of this Joinder Agreement and the making of
Tranche B Term Loans that such Joinder Lender shall become a
“Lender” under, and for all purposes of, the 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 Credit
Agreement, together with copies of the most recent financial
statements delivered pursuant to Section 6.01 of the Credit
Agreement and such other documents and information as it has deemed
appropriate to
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make its own
credit analysis and decision to enter into this Joinder Agreement;
(ii) agrees that it will, independently and without reliance
upon the 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 Credit Agreement;
(iii) appoints and authorizes the Administrative Agent to take
such action as agent on its behalf and to exercise such powers
under the Credit Agreement and the other Loan Documents as are
delegated to the Administrative Agent by the terms thereof,
together with such powers as are reasonably incidental thereto; and
(iv) agrees that it will perform in accordance with their
terms all of the obligations which by the terms of the Credit
Agreement are required to be performed by it as a
Lender.
8. Credit
Agreement Governs. Except as set forth in this Joinder
Agreement, the Tranche B Term Loans shall otherwise be subject to
the provisions of the 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 the Company or the Administrative Agent as may be
required by the Credit Agreement under the definition of
“Eligible Assignee” shall be deemed to have been given
by the Company and the Administrative Agent.
10.
Notice. For purposes of the 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
Administrative Agent such documentation that is required to be
delivered by it pursuant to Section 11.16 of the Credit Agreement,
duly completed and executed by such Lender.
12.
Recordation of the Tranche B Term Loans. Upon execution and
delivery hereof, the Administrative Agent will record the Tranche B
Term Loans made by the Tranche B Term Lenders in the
Register.
13.
Company’s Representations and Warranties. The Company
hereby represents and warrants to the Lenders and the
Administrative Agent as follows:
(a) Authorization; No
Contravention. The execution, delivery and performance by the
Company of this Joinder Agreement are (i) within the
Company’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 the Company’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 Credit Agreement),
or require any payment to be made under any (1) documentation
governing any Permitted Subordinated Indebtedness, (2) any
other Contractual
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Obligation to
which the Company is a party or affecting the Company or the
properties of the Company or any of its Subsidiaries or
(3) any order, injunction, writ or decree, of or with any
Governmental Authority or any arbitral award to which the Company
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) 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 the
Company. This Joinder Agreement constitutes a legal, valid and
binding obligation of the Company, enforceable against the Company
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 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 the Company and each Joinder Lender
party hereto;
(ii) a guaranty substantially
in the form of Exhibit G to the Credit Agreement (either
directly or via a guaranty supplement) or such other form of
guaranty or guaranty supplement to guarantee the Guaranteed
Obligations in form and substance reasonably satisfactory to the
Administrative Agent and the Company, duly executed by eFunds, it
being agreed that for so long as the eFunds Bonds are outstanding,
eFunds shall guarantee such obligations only up to an amount that
is permitted by the indenture governing the eFunds
Bonds;
(iii) executed counterparts of
the Subsidiary Guaranty Amendment (as defined in Amendment
No. 1) and the Company Supplemental Agreement (together with
all schedules contemplated thereby, which schedules shall be
reasonably satisfactory to the Administrative Agent);
(iv) the Pledge Agreement,
duly executed by each Loan Party together with:
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(A) certificates representing
any certificated Pledged Equity referred to therein accompanied by
undated stock powers executed in blank,
(B) a completed Perfection
Certificate in the form attached as Annex B to Amendment No. 1
(and set forth for ease of reference in the annex attached hereto
as Annex B) dated the Additional Commitments Effective Date and
executed by a Responsible Officer of each Loan Party (or such other
form as may be reasonably acceptable to the Administrative Agent);
and
(C) evidence reasonably
satisfactory to the Administrative Agent that the Liens (if any)
indicated on a lien search with respect to each Loan Party in the
jurisdiction where such Loan Party is located (within the meaning
of Section 9-307 of the Uniform Commercial Code as in effect
in the State of New York) either (1) with respect to the
Company and its subsidiaries existing prior to the time of the
eFunds Merger, are permitted by Section 7.01 or (2) with
respect to eFunds and its subsidiaries existing at the time of the
eFunds Merger, are disclosed on the schedules to the eFunds Merger
Agreement or are otherwise permitted to exist by the eFunds Merger
Agreement without giving the Company the right to refuse to close
on the eFunds Merger as a result of the existence of such
Liens;
(v) evidence (in form
reasonably satisfactory to the Administrative Age
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