Joinder Agreement (2009)Full Document 

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10.13
JOINDER AGREEMENT
     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.
RECITALS:
     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:
                     
Tranche B Term Loans
Pricing Level   Leverage Ratio   Eurocurrency Rate   Base Rate
1
  <1.0:1     1.625 %     0.625 %
2
  >1.0:1     1.75 %     0.75 %
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:
         
    Aggregate Tranche B Term Loan Principal
Payment Date   Amortization Payment
December 31, 2007
  $ 4,000,000  
March 31, 2008
  $ 4,000,000  
June 30, 2008
  $ 4,000,000  
September 30, 2008

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