Comprised of. ABSOLUTE RATE OR INTEREST PERIOD EUROCURRENCY BID LOAN NO. OFFERED BID MAXIMUM BID MARGIN* ------------ --------------- -------------- ---------------- 1 _______days/mos $_____________ (- +) _______% 2 _______days/mos $_____________ (- +) _______% 3 _______days/mos $_____________ (- +) _______% ---------- * Expressed in multiples of 1/100th of a basis point. Contact Person: _____________________________ Telephone: _____________________ [NAME OF LENDER] By: ------------------------------------ Name: Title: ****************************************************************** THIS SECTION IS TO BE COMPLETED BY THE COMPANY IF IT WISHES TO ACCEPT ANY OFFERS CONTAINED IN THIS COMPETITIVE BID: The offers made above are hereby accepted in the amounts set forth below: PRINCIPAL AMOUNT BID LOAN NO. ACCEPTED ------------ ---------------- $_______________ $_______________ $_______________ FIDELITY NATIONAL INFORMATION SERVICES, INC. By: --------------------------------- Name: Title: Date: _________ EXHIBIT C FORM OF SWING LINE LOAN NOTICE Date: ____________, _____ To: JPMorgan Chase Bank, N.A., as Swing Line Lender and Administrative Agent Bank of America, N.A., as Swing Line Lender Ladies and Gentlemen: Reference is made to the Credit Agreement dated as of January 18, 2007 (as amended, restated, amended and restated, extended, supplemented or otherwise modified in writing from time to time, the "AGREEMENT"; the terms defined therein being used herein as therein defined), among Fidelity National Information Services, Inc., a Georgia corporation (the "COMPANY"), the Designated Borrowers from time to time party thereto, each lender 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. The Company hereby requests a Swing Line Loan: 1. On ___________________________________ (a Business Day). 2. In the amount of $_______________________. 3. The aggregate principal balance of Swing Line Loans outstanding (after giving effect to the advance requested hereunder) is $________________ (after giving effect to all repayments of the Swing Line Loans being made on such date). The Swing Line Borrowing requested herein complies with the requirements of the provisos to the first sentence of Section 2.05(a) of the Agreement. FIDELITY NATIONAL INFORMATION SERVICES, INC. By: ------------------------------------ Name: Title: ▇▇▇▇▇▇▇ ▇-▇ FORM OF TERM NOTE ___________ FOR VALUE RECEIVED, the undersigned (the "BORROWER"), hereby promises to pay to _____________________ or its registered assigns (the "TERM LENDER"), in accordance with the provisions of the Agreement (as hereinafter defined), the aggregate unpaid principal amount of each Term Loan made by the Term Lender to the Borrower under that certain Credit Agreement dated as of January 18, 2007 (as amended, restated, amended and restated, extended, supplemented or otherwise modified in writing from time to time, the "AGREEMENT"; the terms defined therein being used herein as therein defined), among Fidelity National Information Services, Inc., a Georgia corporation, the Designated Borrowers from time to time party thereto, each lender 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. The Borrower promises to pay interest on the aggregate unpaid principal amount of each Term Loan made by the Term Lender to the Borrower under the Agreement from the date of such Term Loan until such principal amount is paid in full, at such interest rates and at such times as provided in the Agreement. All payments of principal and interest shall be made to the Administrative Agent for the account of the Term Lender in Dollars in immediately available funds. If any amount is not paid in full when due hereunder, such unpaid amount shall bear interest, to be paid upon demand, from the due date thereof until the date of actual payment (and before as well as after judgment) computed at the per annum rate set forth in the Agreement. This Term Note is one of the Term Notes referred to in the Agreement, is entitled to the benefits thereof and may be prepaid in whole or in part subject to the terms and conditions provided therein. This Term Note is also entitled to the benefits of the Guaranty. Upon the occurrence and during the continuation of one or more of the Events of Default specified in the Agreement, all amounts then remaining unpaid on this Term Note shall become, or may be declared to be, immediately due and payable all as provided in the Agreement. Term Loans made by the Term Lender shall be evidenced by one or more loan accounts or records maintained by the Term Lender in the ordinary course of business. The Term Lender may also attach schedules to this Term Note and endorse thereon the date, amount and maturity of its Term Loans and payments with respect thereto. The Borrower, for itself and its successors and assigns, hereby waives diligence, presentment, protest and demand and notice of protest, demand, dishonor and non-payment of this Term Note. THIS TERM NOTE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK. FIDELITY NATIONAL INFORMATION SERVICES, INC. By: ------------------------------------ Name: Title: TERM LOANS AND PAYMENTS WITH RESPECT THERETO Amount of Outstanding Type of Amount of End of Principal or Principal Term Loan Term Loan Interest Interest Paid Balance This Notation Date Made Made Period This Date Date Made By ------------- --------- --------- -------- ------------- ------------ -------- ▇▇▇▇▇▇▇ ▇-▇ FORM OF US DOLLAR REVOLVING CREDIT NOTE __________ FOR VALUE RECEIVED, the undersigned (the "BORROWER"), hereby promises to pay to _____________________ or registered assigns (the "US DOLLAR REVOLVING CREDIT LENDER"), in accordance with the provisions of the Agreement (as hereinafter defined), the aggregate unpaid principal amount of each US Dollar Revolving Credit Loan made by the US Dollar Revolving Credit Lender from time to time to the Borrower under that certain Credit Agreement dated as of January 18, 2007 (as amended, restated, amended and restated, extended, supplemented or otherwise modified in writing from time to time, the "AGREEMENT"; the terms defined therein being used herein as therein defined), among Fidelity National Information Services, Inc., a Georgia corporation, the Designated Borrowers from time to time party thereto, each lender 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. The Borrower promises to pay interest on the aggregate unpaid principal amount of each US Dollar Revolving Credit Loan made from time to time by the US Dollar Revolving Credit Lender to the Borrowers under the Agreement from the date of such US Dollar Revolving Credit Loan until such principal amount is paid in full, at such interest rates and at such times as provided in the Agreement. All payments of principal and interest shall be made to the Administrative Agent for the account of the US Dollar Revolving Credit Lender in Dollars and in immediately available funds. If any amount is not paid in full when due hereunder, such unpaid amount shall bear interest, to be paid upon demand, from the due date thereof until the date of actual payment (and before as well as after judgment) computed at the per annum rate set forth in the Agreement. This US Dollar Revolving Credit Note is one of the US Dollar Revolving Credit Notes referred to in the Agreement, is entitled to the benefits thereof and may be prepaid in whole or in part subject to the terms and conditions provided therein. This US Dollar Revolving Credit Note is also entitled to the benefits of the Guaranty. Upon the occurrence and during the continuation of one or more of the Events of Default specified in the Agreement, all amounts then remaining unpaid on this US Dollar Revolving Credit Note shall become, or may be declared to be, immediately due and payable all as provided in the Agreement. US Dollar Revolving Credit Loans made by the US Dollar Revolving Credit Lender shall be evidenced by one or more loan accounts or records maintained by the US Dollar Revolving Credit Lender in the ordinary course of business. The US Dollar Revolving Credit Lender may also attach schedules to this US Dollar Revolving Credit Note and endorse thereon the date, amount and maturity of its US Dollar Revolving Credit Loans and payments with respect thereto. The Borrower, for itself and its successors and assigns, hereby waives diligence, presentment, protest and demand and notice of protest, demand, dishonor and non-payment of this Revolving Credit Note. THIS US DOLLAR REVOLVING CREDIT NOTE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK. FIDELITY NATIONAL INFORMATION SERVICES, INC. By: ------------------------------------ Name: Title: LOANS AND PAYMENTS WITH RESPECT THERETO Amount of Outstanding End of Principal or Principal Type of Amount of Interest Interest Paid Balance This Notation Date Loan Made Loan Made Period This Date Date Made By ---- --------- --------- -------- ------------- ------------ -------- ▇▇▇▇▇▇▇ ▇-▇ FORM OF MULTICURRENCY REVOLVING CREDIT NOTE __________ FOR VALUE RECEIVED, the undersigned (the "BORROWER"), hereby promises to pay to _____________________ or registered assigns (the "MULTICURRENCY REVOLVING CREDIT LENDER"), in accordance with the provisions of the Agreement (as hereinafter defined), the aggregate unpaid principal amount of each Multicurrency Revolving Credit Loan made by the Multicurrency Revolving Credit Lender from time to time to the Borrower under that certain Credit Agreement dated as of January 18, 2007 (as amended, restated, amended and restated, extended, supplemented or otherwise modified in writing from time to time, the "AGREEMENT"; the terms defined therein being used herein as therein defined), among Fidelity National Information Services, Inc., a Georgia corporation, the Designated Borrowers from time to time party thereto, each lender 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. The Borrower promises to pay interest on the aggregate unpaid principal amount of each Multicurrency Revolving Credit Loan made from time to time by the Multicurrency Revolving Credit Lender to the Borrower under the Agreement from the date of such Multicurrency Revolving Credit Loan until such principal amount is paid in full, at such interest rates and at such times as provided in the Agreement. Except as otherwise provided in Section 2.05(f) of the Agreement with respect to Swing Line Loans, all payments of principal and interest shall be made to the Administrative Agent for the account of the Multicurrency Revolving Credit Lender in the currency in which such Multicurrency Revolving Credit Loan was denominated and in Same Day Funds at the Administrative Agent's Office for such currency. If any amount is not paid in full when due hereunder, such unpaid amount shall bear interest, to be paid upon demand, from the due date thereof until the date of actual payment (and before as well as after judgment) computed at the per annum rate set forth in the Agreement. This Multicurrency Revolving Credit Note is one of the Multicurrency Revolving Credit Notes referred to in the Agreement, is entitled to the benefits thereof and may be prepaid in whole or in part subject to the terms and conditions provided therein. This Multicurrency Revolving Credit Note is also entitled to the benefits of the Guaranty. Upon the occurrence and during the continuation of one or more of the Events of Default specified in the Agreement, all amounts then remaining unpaid on this Multicurrency Revolving Credit Note shall become, or may be declared to be, immediately due and payable all as provided in the Agreement. Multicurrency Revolving Credit Loans made by the Multicurrency Revolving Credit Lender shall be evidenced by one or more loan accounts or records maintained by the Multicurrency Revolving Credit Lender in the ordinary course of business. The Multicurrency Revolving Credit Lender may also attach schedules to this Multicurrency Revolving Credit Note and endorse thereon the date, amount, currency and maturity of its Multicurrency Revolving Credit Loans and payments with respect thereto. The Borrower, for itself and its successors and assigns, hereby waives diligence, presentment, protest and demand and notice of protest, demand, dishonor and non-payment of this Multicurrency Revolving Credit Note. THIS MULTICURRENCY REVOLVING CREDIT NOTE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK. [BORROWER] By: ------------------------------------ Name: Title: LOANS AND PAYMENTS WITH RESPECT THERETO Currency Amount of Outstanding and End of Principal or Principal Type of Amount of Interest Interest Paid Balance This Notation Date Loan Made Loan Made Period This Date Date Made By ---- --------- --------- -------- ------------- ------------ -------- EXHIBIT E FORM OF COMPLIANCE CERTIFICATE Financial Statement Date: _______, ____ To: JPMorgan Chase Bank, N.A., as Administrative Agent Ladies and Gentlemen: Reference is made to that certain Credit Agreement dated as of January 18, 2007 (as amended, restated, amended and restated, extended, supplemented or otherwise modified in writing from time to time, the "AGREEMENT"; the terms defined therein being used herein as therein defined), among Fidelity National Information Services, Inc., a Georgia corporation (the "COMPANY"), the Designated Borrowers from time to time party thereto, each lender 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. The undersigned, a Specified Responsible Officer of the Company, hereby certifies as of the date hereof that he/she is the _________________ of the Company, and that, as such, he/she is authorized to execute and deliver this Compliance Certificate to the Administrative Agent on the behalf of the Company and its Restricted Subsidiaries, and hereby certifies on behalf of the Company that: [Use following paragraph 1 for fiscal year-end financial statements] 1. Attached hereto as Schedule 1 are the year-end audited financial statements required by Section 6.01(a) of the Agreement for the fiscal year of the Company and its Subsidiaries ended as of the above date, together with the report and opinion of the independent certified public accountant required by such Section. [Use following paragraph 1 for fiscal quarter financial statements]

Appears in 1 contract

Sources: Credit Agreement (Fidelity National Information Services, Inc.)

Comprised of. ABSOLUTE RATE BID OR ~~INTEREST PERIOD EUROCURRENCY~~ BID LOAN NO. INTEREST PERIOD OFFERED BID MAXIMUM ~~BID MARGIN~~EURODOLLAR MARGIN BID* ------------ ~~--------------- -------------- ----------------~~ ----------------------- ----------- ---------------------- 1 _______days/mos $_____________ (- +) _______% 2 _______days/mos $_____________ (- +) _______% 3 _______days/mos $_____________ (- +) _______% ~~----------~~ -------------------- * Expressed in multiples of 1/100th of a basis point. Contact Person: ~~_________~~____________________ Telephone: __________________ [LENDER] By: _____________________________________ ~~[NAME OF LENDER] By: ------------------------------------~~ Name: ___________________________________ Title: __________________________________ ****************************************************************************** THIS SECTION IS TO BE COMPLETED BY THE ~~COMPANY~~ BORROWER IF IT WISHES TO ACCEPT ANY OFFERS CONTAINED IN THIS COMPETITIVE BID: The offers made above are hereby accepted in the amounts set forth below: ~~PRINCIPAL AMOUNT~~ BID LOAN NO. PRINCIPAL AMOUNT ACCEPTED ------------ ~~---------------- $~~------------------------- $ $ $ ALBERTSON'S, INC. By: __________________________________ $Name: ________________________________ $Title: _______________________________ ~~FIDELITY NATIONAL INFORMATION SERVICES, INC. By: --------------------------------- Name: Title: Date: _________ EXHIBIT C FORM OF SWING LINE LOAN NOTICE~~ Date: ____________, ____________________ B-2-2 Form of Competitive Bid EXHIBIT C FORM OF SWING LINE LOAN NOTICE To: ~~JPMorgan Chase Bank, N.A., as Swing Line Lender and Administrative Agent~~ Bank of America, N.A., as Swing Line Lender Bank of America, N.A., as Administrative Agent Ladies and Gentlemen: Reference is made to ~~the~~ that certain Five-Year Credit ~~Agreement~~ Agreement, dated as of ~~January 18~~June 17, ~~2007~~ 2004 (as amended, ~~restated, amended and~~ restated, extended, supplemented or otherwise modified in writing from time to time, the "~~AGREEMENT";~~ Agreement;" the terms defined therein being used herein as therein defined), among ~~Fidelity National Information Services~~Albertson's, Inc., a ~~Georgia~~ Delaware corporation (the "~~COMPANY~~Borrower"), the ~~Designated Borrowers~~ Lenders from time to time party thereto~~, each lender party thereto, JPMorgan Chase Bank, N.A., as Administrative Agent, Swing Line Lender and L/C Issuer~~, and Bank of America, N.A., as Administrative Agent and Swing Line Lender. The ~~Company~~ undersigned hereby requests a Swing Line Loan: 1. On ~~_______________~~____________________ (a Business Day). 2. In the amount of $_______________________. 3. The aggregate principal balance of Swing Line Loans outstanding (after giving effect to the advance requested hereunder) is $________________ (after giving effect to all repayments of the Swing Line Loans being made on such date). The Swing Line Borrowing requested herein complies with the requirements of the provisos to the first sentence of Section ~~2.05(a~~2.04(a) of the Agreement. ~~FIDELITY NATIONAL INFORMATION SERVICES~~ALBERTSON'S, INC. By: ~~------------------------------------ Name: Title: ▇▇▇▇▇▇▇ ▇-▇ FORM OF TERM NOTE~~ __________~~_ FOR VALUE RECEIVED, the undersigned (the "BORROWER"), hereby promises to pay to~~ _______________________ or its registered assigns (the "TERM LENDER"), in accordance with the provisions of the Agreement (as hereinafter defined), the aggregate unpaid principal amount of each Term Loan made by the Term Lender to the Borrower under that certain Credit Agreement dated as of January 18, 2007 (as amended, restated, amended and restated, extended, supplemented or otherwise modified in writing from time to time, the "AGREEMENT"; the terms defined therein being used herein as therein defined), among Fidelity National Information Services, Inc., a Georgia corporation, the Designated Borrowers from time to time party thereto, each lender 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. The Borrower promises to pay interest on the aggregate unpaid principal amount of each Term Loan made by the Term Lender to the Borrower under the Agreement from the date of such Term Loan until such principal amount is paid in full, at such interest rates and at such times as provided in the Agreement. All payments of principal and interest shall be made to the Administrative Agent for the account of the Term Lender in Dollars in immediately available funds. If any amount is not paid in full when due hereunder, such unpaid amount shall bear interest, to be paid upon demand, from the due date thereof until the date of actual payment (and before as well as after judgment) computed at the per annum rate set forth in the Agreement. This Term Note is one of the Term Notes referred to in the Agreement, is entitled to the benefits thereof and may be prepaid in whole or in part subject to the terms and conditions provided therein. This Term Note is also entitled to the benefits of the Guaranty. Upon the occurrence and during the continuation of one or more of the Events of Default specified in the Agreement, all amounts then remaining unpaid on this Term Note shall become, or may be declared to be, immediately due and payable all as provided in the Agreement. Term Loans made by the Term Lender shall be evidenced by one or more loan accounts or records maintained by the Term Lender in the ordinary course of business. The Term Lender may also attach schedules to this Term Note and endorse thereon the date, amount and maturity of its Term Loans and payments with respect thereto. The Borrower, for itself and its successors and assigns, hereby waives diligence, presentment, protest and demand and notice of protest, demand, dishonor and non-payment of this Term Note. THIS TERM NOTE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK. FIDELITY NATIONAL INFORMATION SERVICES, INC. By: ------------------------------------ Name: Title: TERM LOANS AND PAYMENTS WITH RESPECT THERETO Amount of Outstanding Type of Amount of End of Principal or Principal Term Loan Term Loan Interest Interest Paid Balance This Notation Date Made Made Period This Date Date Made By ------------- --------- --------- -------- ------------- ------------ -------- ▇▇▇▇▇▇▇ ▇-▇ FORM OF US DOLLAR REVOLVING CREDIT NOTE _________~~_ FOR VALUE RECEIVED, the undersigned (the "BORROWER"), hereby promises to pay to~~ ______________________ or registered assigns (the "US DOLLAR REVOLVING CREDIT LENDER"), in accordance with the provisions of the Agreement (as hereinafter defined), the aggregate unpaid principal amount of each US Dollar Revolving Credit Loan made by the US Dollar Revolving Credit Lender from time to time to the Borrower under that certain Credit Agreement dated as of January 18, 2007 (as amended, restated, amended and restated, extended, supplemented or otherwise modified in writing from time to time, the "AGREEMENT"; the terms defined therein being used herein as therein defined), among Fidelity National Information Services, Inc., a Georgia corporation, the Designated Borrowers from time to time party thereto, each lender 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. The Borrower promises to pay interest on the aggregate unpaid principal amount of each US Dollar Revolving Credit Loan made from time to time by the US Dollar Revolving Credit Lender to the Borrowers under the Agreement from the date of such US Dollar Revolving Credit Loan until such principal amount is paid in full, at such interest rates and at such times as provided in the Agreement. All payments of principal and interest shall be made to the Administrative Agent for the account of the US Dollar Revolving Credit Lender in Dollars and in immediately available funds. If any amount is not paid in full when due hereunder, such unpaid amount shall bear interest, to be paid upon demand, from the due date thereof until the date of actual payment (and before as well as after judgment) computed at the per annum rate set forth in the Agreement. This US Dollar Revolving Credit Note is one of the US Dollar Revolving Credit Notes referred to in the Agreement, is entitled to the benefits thereof and may be prepaid in whole or in part subject to the terms and conditions provided therein. This US Dollar Revolving Credit Note is also entitled to the benefits of the Guaranty. Upon the occurrence and during the continuation of one or more of the Events of Default specified in the Agreement, all amounts then remaining unpaid on this US Dollar Revolving Credit Note shall become, or may be declared to be, immediately due and payable all as provided in the Agreement. US Dollar Revolving Credit Loans made by the US Dollar Revolving Credit Lender shall be evidenced by one or more loan accounts or records maintained by the US Dollar Revolving Credit Lender in the ordinary course of business. The US Dollar Revolving Credit Lender may also attach schedules to this US Dollar Revolving Credit Note and endorse thereon the date, amount and maturity of its US Dollar Revolving Credit Loans and payments with respect thereto. The Borrower, for itself and its successors and assigns, hereby waives diligence, presentment, protest and demand and notice of protest, demand, dishonor and non-payment of this Revolving Credit Note. THIS US DOLLAR REVOLVING CREDIT NOTE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK. FIDELITY NATIONAL INFORMATION SERVICES, INC. By: ------------------------------------ Name: Title: LOANS AND PAYMENTS WITH RESPECT THERETO Amount of Outstanding End of Principal or Principal Type of Amount of Interest Interest Paid Balance This Notation Date Loan Made Loan Made Period This Date Date Made By ---- --------- --------- -------- ------------- ------------ -------- ▇▇▇▇▇▇▇ ▇-▇ FORM OF MULTICURRENCY REVOLVING CREDIT NOTE _________~~_ FOR VALUE RECEIVED, the undersigned (the "BORROWER"), hereby promises to pay to~~ _____________________ ~~or registered assigns~~ C-1 Form of Swing Line Loan Notice EXHIBIT D ASSIGNMENT AND ASSUMPTION This Assignment and Assumption (this "Assignment and Assumption") is dated as of the Effective Date set forth below and is entered into by and between [Insert name of Assignor] (the "~~MULTICURRENCY REVOLVING CREDIT LENDER~~Assignor") and [Insert name of Assignee] (the "Assignee"). Capitalized terms used but not defined herein shall have the meanings given to them in the Credit Agreement identified below (the "Credit Agreement"), receipt of a copy of which is hereby acknowledged by the Assignee. The Standard Terms and Conditions set forth in Annex 1 attached hereto are hereby agreed to and incorporated herein by reference and made a part of this Assignment and Assumption as if set forth herein in full. For an agreed consideration, the Assignor hereby irrevocably sells and assigns to the Assignee, and the Assignee hereby irrevocably purchases and assumes from the Assignor, subject to and in accordance with the ~~provisions~~ Standard Terms and Conditions and the Credit Agreement, as of the ~~Agreement (as hereinafter defined), the aggregate unpaid principal amount of each Multicurrency Revolving Credit Loan made~~ Effective Date inserted by the Multicurrency Revolving Credit Lender from time to time to the Borrower under that certain Credit Agreement dated as of January 18, 2007 (as amended, restated, amended and restated, extended, supplemented or otherwise modified in writing from time to time, the "AGREEMENT"; the terms defined therein being used herein as therein defined), among Fidelity National Information Services, Inc., a Georgia corporation, the Designated Borrowers from time to time party thereto, each lender 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. The Borrower promises to pay interest on the aggregate unpaid principal amount of each Multicurrency Revolving Credit Loan made from time to time by the Multicurrency Revolving Credit Lender to the Borrower under the Agreement from the date of such Multicurrency Revolving Credit Loan until such principal amount is paid in full, at such interest rates and at such times as provided in the Agreement. Except as otherwise provided in Section 2.05(f) of the Agreement with respect to Swing Line Loans, all payments of principal and interest shall be made to the Administrative Agent ~~for the account~~ as contemplated below (i) all of the ~~Multicurrency Revolving~~ Assignor's rights and obligations as a Lender under the Credit ~~Lender~~ Agreement and any other documents or instruments delivered pursuant thereto to the extent related to the amount and percentage interest identified below of all of such outstanding rights and obligations of the Assignor under the respective facilities identified below (including, without limitation, the Swing Line Loans included in such facilities) and (ii) to the currency in which such Multicurrency Revolving Credit Loan was denominated and in Same Day Funds at the Administrative Agent's Office for such currency. If any amount is not paid in full when due hereunder, such unpaid amount shall bear interest, extent permitted to be ~~paid upon demand~~assigned under applicable law, ~~from the due date thereof until the date~~ all claims, suits, causes of ~~actual payment (~~action and ~~before as well as after judgment) computed at the per annum rate set forth in the Agreement. This Multicurrency Revolving Credit Note is one~~ any other right of the ~~Multicurrency Revolving~~ Assignor (in its capacity as a Lender) against any Person, whether known or unknown, arising under or in connection with the Credit ~~Notes~~ Agreement, any other documents or instruments delivered pursuant thereto or the loan transactions governed thereby or in any way based on or related to any of the foregoing, including, but not limited to, contract claims, tort claims, malpractice claims, statutory claims and all other claims at law or in equity related to the rights and obligations sold and assigned pursuant to clause (i) above (the rights and obligations sold and assigned pursuant to clauses (i) and (ii) above being referred to in herein collectively as the ~~Agreement,~~ "Assigned Interest"). Such sale and assignment is ~~entitled~~ without recourse to the benefits thereof and may be prepaid in whole or in part subject to the terms and conditions provided therein. This Multicurrency Revolving Credit Note is also entitled to the benefits of the Guaranty. Upon the occurrence and during the continuation of one or more of the Events of Default specified in the AgreementAssignor and, ~~all amounts then remaining unpaid on this Multicurrency Revolving Credit Note shall become, or may be declared to be, immediately due and payable all~~ except as expressly provided in ~~the Agreement. Multicurrency Revolving Credit Loans made~~ this Assignment and Assumption, without representation or warranty by the Multicurrency Revolving Credit Lender shall be evidenced by one or more loan accounts or records maintained by the Multicurrency Revolving Credit Lender in the ordinary course of business. The Multicurrency Revolving Credit Lender may also attach schedules to this Multicurrency Revolving Credit Note and endorse thereon the date, amount, currency and maturity of its Multicurrency Revolving Credit Loans and payments with respect thereto. The Borrower, for itself and its successors and assigns, hereby waives diligence, presentment, protest and demand and notice of protest, demand, dishonor and non-payment of this Multicurrency Revolving Credit Note. THIS MULTICURRENCY REVOLVING CREDIT NOTE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK. [BORROWER] By: ------------------------------------ Name: Title: LOANS AND PAYMENTS WITH RESPECT THERETO Currency Amount of Outstanding and End of Principal or Principal Type of Amount of Interest Interest Paid Balance This Notation Date Loan Made Loan Made Period This Date Date Made By ---- --------- --------- -------- ------------- ------------ -------- EXHIBIT E FORM OF COMPLIANCE CERTIFICATE Financial Statement Date: _______, ____ To: JPMorgan Chase Bank, N.A., as Administrative Agent Ladies and Gentlemen: Reference is made to that certain Credit Agreement dated as of January 18, 2007 (as amended, restated, amended and restated, extended, supplemented or otherwise modified in writing from time to time, the "AGREEMENT"; the terms defined therein being used herein as therein defined), among Fidelity National Information Services, Inc., a Georgia corporation (the "COMPANY"), the Designated Borrowers from time to time party thereto, each lender 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. The undersigned, a Specified Responsible Officer of the Company, hereby certifies as of the date hereof that he/she is the _________________ of the Company, and that, as such, he/she is authorized to execute and deliver this Compliance Certificate to the Administrative Agent on the behalf of the Company and its Restricted Subsidiaries, and hereby certifies on behalf of the Company that: [Use following paragraph 1 for fiscal year-end financial statements] 1. Attached hereto as Schedule 1 are the year-end audited financial statements required by Section 6.01(a) of the Agreement for the fiscal year of the Company and its Subsidiaries ended as of the above date, together with the report and opinion of the independent certified public accountant required by such Section. [Use following paragraph 1 for fiscal quarter financial statements]Assignor.

Appears in 1 contract

Sources: Five Year Credit Agreement (Albertsons Inc /De/)

Comprised of. ~~ABSOLUTE RATE OR INTEREST PERIOD EUROCURRENCY BID LOAN NO. OFFERED BID MAXIMUM BID MARGIN* ------------ --------------- -------------- ---------------- 1 _______days/mos $___~~[Type of Loan requested: Base Rate or Eurodollar Rate] For Eurodollar Rate Loans: with an Interest Period of __________ ~~(- +) _______% 2 _______days/mos $_____________ (- +) _______% 3 _______days/mos $_____________ (- +) _______% ---------- * Expressed in multiples~~ months. The Borrowing, if any, requested herein complies with Section 2.01 of ~~1/100th of a basis point~~the Agreement. ~~Contact Person~~By: _____________________________ Telephone: _____________________ [NAME OF LENDER] By: ------------------------------------ Name: Title: ****************************************************************** THIS SECTION IS TO BE COMPLETED BY THE COMPANY IF IT WISHES TO ACCEPT ANY OFFERS CONTAINED IN THIS COMPETITIVE BID: The offers made above are hereby accepted in the amounts set forth below: PRINCIPAL AMOUNT BID LOAN NO. ACCEPTED ------------ ---------------- $_______________ $_______________ $_______________ FIDELITY NATIONAL INFORMATION SERVICES, INC. By: --------------------------------- Name: Title: Date: _________ EXHIBIT C FORM OF SWING LINE LOAN NOTICE Date: ____________, _____ To: JPMorgan Chase Bank, N.A., as Swing Line Lender and Administrative Agent Bank of America, N.A., as Swing Line Lender Ladies and Gentlemen: Reference is made to the Credit Agreement dated as of January 18, 2007 (as amended, restated, amended and restated, extended, supplemented or otherwise modified in writing from time to time, the "AGREEMENT"; the terms defined therein being used herein as therein defined), among Fidelity National Information Services, Inc., a Georgia corporation (the "COMPANY"), the Designated Borrowers from time to time party thereto, each lender 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. The Company hereby requests a Swing Line Loan: 1. On ___________________________________ ~~(a Business Day). 2. In the amount of $~~Name: _______________________~~. 3. The aggregate principal balance of Swing Line Loans outstanding (after giving effect to the advance requested hereunder) is $~~____________ Title: ___________________________________ (after giving effect to all repayments of the Swing Line Loans being made on such date). The Swing Line Borrowing requested herein complies with the requirements of the provisos to the first sentence of Section 2.05(a) of the Agreement. FIDELITY NATIONAL INFORMATION SERVICES, INC. By: ------------------------------------ Name: Title: ▇▇▇▇▇▇▇ ▇-▇ FORM OF TERM NOTE ___________ FOR VALUE RECEIVED, the ~~undersigned~~ undersigned, GILEAD SCIENCES, INC., a Delaware corporation (the ~~"BORROWER"~~“Borrower”), hereby promises to pay to _____________________ (the “Lender”) or its registered assigns permitted by the Agreement (~~the "TERM LENDER"~~as hereinafter defined), in accordance with the provisions of the ~~Agreement~~ Agreement, the principal amount of [_________________] (~~as hereinafter defined~~$[__________]), or, if less, the aggregate unpaid principal amount of ~~each Term Loan~~ all outstanding Loans from time to time made by the ~~Term~~ Lender to the Borrower under that certain Term Loan Facility Credit ~~Agreement~~ Agreement, dated as of January 1812, ~~2007~~ 2012 (as amended, ~~restated, amended and~~ restated, extended, supplemented or otherwise modified ~~in writing~~ from time to time, the ~~"AGREEMENT";~~ “Agreement;” the terms defined therein being used herein as therein defined), among ~~Fidelity National Information Services, Inc., a Georgia corporation~~the Borrower, the ~~Designated Borrowers~~ Lenders from time to time party thereto~~, each lender 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~~Administrative Agent. The Borrower promises to pay interest on the ~~aggregate~~ unpaid principal amount of each ~~Term~~ outstanding Loan ~~made by the Term Lender to~~ of the Borrower ~~under the Agreement~~ from the date of such ~~Term~~ Loan until such principal amount is paid in full, at such interest rates and at such times as provided in the Agreement. All payments of principal and interest shall be made to the Administrative Agent for the account of the ~~Term~~ Lender in Dollars in immediately available ~~funds~~funds at the Administrative Agent’s Office. If any amount is not paid in full when due ~~hereunder~~under the Agreement, such unpaid amount shall bear interest, to be paid upon demand, from the due date thereof until the date of actual payment (and before as well as after judgment) computed at the per annum rate set forth in the Agreement. This ~~Term~~ Note is one of the ~~Term~~ Notes referred to in the Agreement, is entitled to the benefits thereof and may be prepaid in whole or in ~~part~~ part, without premium or penalty, subject to the terms and conditions provided therein. ~~This Term Note is also entitled to the benefits of the Guaranty. Upon the occurrence and during the continuation of~~ If one or more of the Events of Default specified in the ~~Agreement~~Agreement occurs and is continuing, all amounts then remaining unpaid on this ~~Term~~ Note shall ~~become~~become under certain circumstances, or may be declared to be, immediately due and payable all as provided in the Agreement. ~~Term~~ Loans made by the ~~Term~~ Lender to the Borrower shall be evidenced by one or more loan accounts or records maintained by the ~~Term~~ Lender in the ordinary course of business. The ~~Term~~ Lender may also attach schedules to this ~~Term~~ Note and endorse thereon the date, amount and maturity of its ~~Term~~ Loans ~~and~~ to the Borrower, payments or prepayments with respect thereto, each continuation thereof, each conversion of all or a portion thereof to another Type and, in the case of Eurodollar Rate Loans, the length of each Interest Period with respect thereto. Each such endorsement shall constitute prima facie evidence of the accuracy of the information absent manifest error. The Borrower, for ~~itself and~~ itself, its successors and assigns, hereby waives diligence, presentment, protest and demand and notice of protest, demand, dishonor and non-payment of this ~~Term~~ Note. THIS ~~TERM~~ NOTE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK. ~~FIDELITY NATIONAL INFORMATION SERVICES, INC.~~ By: ------------------------------------ Name: Title: TERM LOANS AND PAYMENTS WITH RESPECT THERETO Amount of Outstanding Type of Amount of End of Principal or Principal Term Loan Term Loan Interest Interest Paid Balance This Notation Date Made Made Period This Date Date Made By ------------- --------- --------- -------- ------------- ------------ -------- ▇▇▇▇▇▇▇ ▇-▇ FORM OF US DOLLAR REVOLVING CREDIT NOTE _________~~_ FOR VALUE RECEIVED, the undersigned (the "BORROWER"), hereby promises to pay to~~ _____________________________ or registered assigns (the "US DOLLAR REVOLVING CREDIT LENDER"), in accordance with the provisions of the Agreement (as hereinafter defined), the aggregate unpaid principal amount of each US Dollar Revolving Credit Loan made by the US Dollar Revolving Credit Lender from time to time to the Borrower under that certain Credit Agreement dated as of January 18, 2007 (as amended, restated, amended and restated, extended, supplemented or otherwise modified in writing from time to time, the "AGREEMENT"; the terms defined therein being used herein as therein defined), among Fidelity National Information Services, Inc., a Georgia corporation, the Designated Borrowers from time to time party thereto, each lender 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. The Borrower promises to pay interest on the aggregate unpaid principal amount of each US Dollar Revolving Credit Loan made from time to time by the US Dollar Revolving Credit Lender to the Borrowers under the Agreement from the date of such US Dollar Revolving Credit Loan until such principal amount is paid in full, at such interest rates and at such times as provided in the Agreement. All payments of principal and interest shall be made to the Administrative Agent for the account of the US Dollar Revolving Credit Lender in Dollars and in immediately available funds. If any amount is not paid in full when due hereunder, such unpaid amount shall bear interest, to be paid upon demand, from the due date thereof until the date of actual payment (and before as well as after judgment) computed at the per annum rate set forth in the Agreement. This US Dollar Revolving Credit Note is one of the US Dollar Revolving Credit Notes referred to in the Agreement, is entitled to the benefits thereof and may be prepaid in whole or in part subject to the terms and conditions provided therein. This US Dollar Revolving Credit Note is also entitled to the benefits of the Guaranty. Upon the occurrence and during the continuation of one or more of the Events of Default specified in the Agreement, all amounts then remaining unpaid on this US Dollar Revolving Credit Note shall become, or may be declared to be, immediately due and payable all as provided in the Agreement. US Dollar Revolving Credit Loans made by the US Dollar Revolving Credit Lender shall be evidenced by one or more loan accounts or records maintained by the US Dollar Revolving Credit Lender in the ordinary course of business. The US Dollar Revolving Credit Lender may also attach schedules to this US Dollar Revolving Credit Note and endorse thereon the date, amount and maturity of its US Dollar Revolving Credit Loans and payments with respect thereto. The Borrower, for itself and its successors and assigns, hereby waives diligence, presentment, protest and demand and notice of protest, demand, dishonor and non-payment of this Revolving Credit Note. THIS US DOLLAR REVOLVING CREDIT NOTE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK. FIDELITY NATIONAL INFORMATION SERVICES, INC. By: ------------------------------------ Name: Title: LOANS AND PAYMENTS WITH RESPECT THERETO Amount of Outstanding End of Principal or Principal Type of Amount of Interest Interest Paid Balance This Notation Date Loan Made Loan Made Period This Date Date Made By ---- --------- --------- -------- ------------- ------------ -------- ▇▇▇▇▇▇▇ ▇-▇ FORM OF MULTICURRENCY REVOLVING CREDIT NOTE __________ FOR VALUE RECEIVED, the undersigned (the "BORROWER"), hereby promises to pay to _____________________ or registered assigns (the "MULTICURRENCY REVOLVING CREDIT LENDER"), in accordance with the provisions of the Agreement (as hereinafter defined), the aggregate unpaid principal amount of each Multicurrency Revolving Credit Loan made by the Multicurrency Revolving Credit Lender from time to time to the Borrower under that certain Credit Agreement dated as of January 18, 2007 (as amended, restated, amended and restated, extended, supplemented or otherwise modified in writing from time to time, the "AGREEMENT"; the terms defined therein being used herein as therein defined), among Fidelity National Information Services, Inc., a Georgia corporation, the Designated Borrowers from time to time party thereto, each lender party thereto, JPMorgan Chase Bank, N.A., as Administrative Agent, Swing Line Lender and L/C Issuer, and To: Bank of America, N.A., as Swing Line Lender. The Borrower promises to pay interest on the aggregate unpaid principal amount of each Multicurrency Revolving Credit Loan made from time to time by the Multicurrency Revolving Credit Lender to the Borrower under the Agreement from the date of such Multicurrency Revolving Credit Loan until such principal amount is paid in full, at such interest rates and at such times as provided in the Agreement. Except as otherwise provided in Section 2.05(f) of the Agreement with respect to Swing Line Loans, all payments of principal and interest shall be made to the Administrative Agent for the account of the Multicurrency Revolving Credit Lender in the currency in which such Multicurrency Revolving Credit Loan was denominated and in Same Day Funds at the Administrative Agent's Office for such currency. If any amount is not paid in full when due hereunder, such unpaid amount shall bear interest, to be paid upon demand, from the due date thereof until the date of actual payment (and before as well as after judgment) computed at the per annum rate set forth in the Agreement. This Multicurrency Revolving Credit Note is one of the Multicurrency Revolving Credit Notes referred to in the Agreement, is entitled to the benefits thereof and may be prepaid in whole or in part subject to the terms and conditions provided therein. This Multicurrency Revolving Credit Note is also entitled to the benefits of the Guaranty. Upon the occurrence and during the continuation of one or more of the Events of Default specified in the Agreement, all amounts then remaining unpaid on this Multicurrency Revolving Credit Note shall become, or may be declared to be, immediately due and payable all as provided in the Agreement. Multicurrency Revolving Credit Loans made by the Multicurrency Revolving Credit Lender shall be evidenced by one or more loan accounts or records maintained by the Multicurrency Revolving Credit Lender in the ordinary course of business. The Multicurrency Revolving Credit Lender may also attach schedules to this Multicurrency Revolving Credit Note and endorse thereon the date, amount, currency and maturity of its Multicurrency Revolving Credit Loans and payments with respect thereto. The Borrower, for itself and its successors and assigns, hereby waives diligence, presentment, protest and demand and notice of protest, demand, dishonor and non-payment of this Multicurrency Revolving Credit Note. THIS MULTICURRENCY REVOLVING CREDIT NOTE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK. [BORROWER] By: ------------------------------------ Name: Title: LOANS AND PAYMENTS WITH RESPECT THERETO Currency Amount of Outstanding and End of Principal or Principal Type of Amount of Interest Interest Paid Balance This Notation Date Loan Made Loan Made Period This Date Date Made By ---- --------- --------- -------- ------------- ------------ -------- EXHIBIT E FORM OF COMPLIANCE CERTIFICATE Financial Statement Date: _______, ____ To: JPMorgan Chase Bank, N.A., as Administrative Agent Ladies and Gentlemen: Reference is made to that certain Term Loan Facility Credit ~~Agreement~~ Agreement, dated as of January 1812, ~~2007~~ 2012 (as amended, ~~restated, amended and~~ restated, extended, supplemented or otherwise modified ~~in writing~~ from time to time, the ~~"AGREEMENT";~~ “Agreement;” the terms defined therein being used herein as therein defined), among ~~Fidelity National Information Services~~Gilead Sciences, Inc., a ~~Georgia~~ Delaware corporation (the ~~"COMPANY"~~“Borrower”), the ~~Designated Borrowers~~ Lenders from time to time party thereto~~, each lender 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~~Administrative Agent. ~~The undersigned~~Pursuant to Section 6.02 of the Agreement, ~~a Specified~~ the undersigned Responsible Officer ~~of the Company,~~ hereby certifies as of the date hereof that he/she is ~~the _________________~~ an authorized officer of the ~~Company~~Borrower as denoted on the signature page hereto, and that, as such, he/she is authorized to execute and deliver this ~~Compliance~~ Certificate to the Administrative Agent on the behalf of the ~~Company and its Restricted Subsidiaries~~Borrower, and ~~hereby certifies on behalf of the Company~~ that: [Use following paragraph 1 for fiscal year-end financial statements] 1. [Attached hereto as Schedule 1 1] [Included in the Borrower’s most recent periodic reports filed with the SEC] are the year-end audited financial statements required by Section 6.01(a) of the Agreement for the fiscal year of the ~~Company~~ Borrower and its Subsidiaries ended as of the above date, together with the report ~~and opinion~~ of ~~the independent certified public accountant~~ a Registered Public Accounting Firm required by such ~~Section~~section. [Use following paragraph 1 for fiscal ~~quarter~~ quarter-end financial statements] 1. [Attached hereto as Schedule 1] [Included in the Borrower’s most recent periodic reports filed with the SEC] are the unaudited financial statements required by Section 6.01(b) of the Agreement for the fiscal quarter of the Borrower and its Subsidiaries ended as of the above date. Such unaudited financial statements fairly present, in all material respects, the financial condition, results of operations, shareholders’ equity and cash flows of the Borrower and its Subsidiaries in accordance with GAAP, as at such date and for such period, subject only to normal year-end audit adjustments and the absence of footnotes. 2. The undersigned has reviewed and is familiar with the terms of the Agreement and has made, or has caused to be made under his/her supervision, a reasonably detailed review of the transactions and financial condition of the Borrower and its Subsidiaries during the accounting period covered by the attached financial statements. 3. A review of the activities of the Borrower during such fiscal period has been made under the supervision of the undersigned with a view to determining whether during such fiscal period the Borrower performed and observed all its Obligations under the Loan Documents, and To the knowledge of the undersigned, during such fiscal period, the Borrower performed and observed each covenant and condition of the Loan Documents applicable to it, and no Default or Event of Default has occurred and is continuing, other than as set forth below: Covenants or conditions not performed or observed: [none] Nature and status of any Default or Event of Default: [none]

Appears in 1 contract

Sources: Term Loan Facility Credit Agreement (Gilead Sciences Inc)

Comprised of. ~~ABSOLUTE RATE OR INTEREST PERIOD EUROCURRENCY BID LOAN NO. OFFERED BID MAXIMUM BID MARGIN* ------------ --------------- -------------- ---------------- 1~~ For requested Competitive LIBOR Loan with a maturity of Competitive Bid Maximum Absolute Rate Bid or LIBOR Margin Bid (1) days/wks/mos $___~~____days/mos $~~_____________ (- +) _______~~% 2~~ ____ % (2) days/wks/mos $___~~_days/mos $~~_____________ (- +) _______~~% 3~~ ____ % (3) days/wks/mos $___~~_days/mos $~~_____________ (- +) ___________ % ~~---------- * Expressed in multiples of 1/100th of a basis point.~~ Contact Person: ____________________~~________~~_ Telephone: :_____________________ [~~NAME OF~~ LENDER] By: ~~------------------------------------~~ Name: Title: ****************************************************************** THIS SECTION IS TO BE COMPLETED BY THE COMPANY IF IT WISHES TO ACCEPT ANY OFFERS CONTAINED IN THIS COMPETITIVE BID: The offers made above are hereby accepted in the amounts set forth below: PRINCIPAL AMOUNT BID LOAN NO. ACCEPTED ------------ ---------------- $______________~~_ $__________~~_____ $_______________ FIDELITY NATIONAL INFORMATION SERVICES, INC. By: --------------------------------- Name: Title: Date: _________ EXHIBIT C FORM OF SWING LINE LOAN NOTICE Date: ____________, _____ To: JPMorgan Chase Bank, N.A., as Swing Line Lender and Administrative Agent Bank of America, N.A., as Swing Line Lender Ladies and Gentlemen: Reference is made to the Credit Agreement dated as of January 18, 2007 (as amended, restated, amended and restated, extended, supplemented or otherwise modified in writing from time to time, the "AGREEMENT"; the terms defined therein being used herein as therein defined), among Fidelity National Information Services, Inc., a Georgia corporation (the "COMPANY"), the Designated Borrowers from time to time party thereto, each lender 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. The Company hereby requests a Swing Line Loan: 1. On ___________________________________ FOR VALUE RECEIVED, SCIENCE APPLICATIONS INTERNATIONAL CORPORATION, a Delaware corporation (~~a Business Day~~the “Company”)~~. 2. In the amount of $_______________________. 3. The aggregate principal balance of Swing Line Loans outstanding (after giving effect~~ , hereby promises to pay to the ~~advance requested hereunder) is $__~~order of ______________ (~~after giving effect to all repayments~~ the “Lender”) at its Lending Office the principal sum of the Swing Line Loans being made on such date). The Swing Line Borrowing requested herein complies with the requirements of the provisos to the first sentence of Section 2.05(a) of the Agreement. FIDELITY NATIONAL INFORMATION SERVICES, INC. By: ------------------------------------ Name: Title: ▇▇▇▇▇▇▇ ▇-▇ FORM OF TERM NOTE _$__________ ~~FOR VALUE RECEIVED, the undersigned~~ (~~the "BORROWER"), hereby promises to pay to _____________________~~ or ~~its registered assigns (the "TERM LENDER"), in accordance with the provisions of the Agreement (~~such lesser amount as ~~hereinafter defined),~~ shall equal the aggregate unpaid principal amount of the Competitive Loans made by the Lender to the Company under the Agreement referred to below), in lawful money of the United States of America and in immediately available funds, on the dates and in the principal amounts provided in the Agreement, and to pay interest on the unpaid principal amount of each ~~Term~~ such Competitive Loan, at such office, in like money and funds, for the period commencing on the date of such Competitive Loan until such Competitive Loan shall be paid in full, at the rates per annum and on the dates provided in the Agreement. The date, amount, type, interest rate and duration of Interest Period (if applicable) of each Competitive Loan made by the ~~Term~~ Lender to the ~~Borrower~~ Company, and each payment made on account of the principal of such Competitive Loan, shall be recorded by the Lender on its books and, prior to any transfer of this Competitive Loan Note, endorsed by the Lender on the schedule attached to this Competitive Loan Note or any continuation of such schedule, provided that the failure of the Lender to make any such recordation or endorsement shall not affect the obligations of the Company to make a payment when due of any amount owing under ~~that certain~~ the Agreement or under this Competitive Loan Note in respect of the Competitive Loans made by the Lender. This promissory note is one of the Competitive Loan Notes referred to in the Five Year Credit Agreement dated as of ~~January 18~~June 6, ~~2007~~ 2006, among the Company, the Lenders from tine to time party thereto, and Citicorp USA, Inc., as Administrative Agent (as ~~amended~~extended, ~~restated~~renewed, amended ~~and restated, extended, supplemented~~ or ~~otherwise modified in writing~~ restated from time to time, the ~~"AGREEMENT";~~ “Agreement”) the terms defined therein being used herein as therein defined), among Fidelity National Information Services, Inc., a Georgia corporation, the Designated Borrowers from time to time party thereto, each lender 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. The ~~Borrower promises to pay interest on~~ Agreement provides for the ~~aggregate unpaid principal amount~~ acceleration of ~~each Term~~ the maturity of this Competitive Loan ~~made by~~ Note upon the ~~Term Lender to the Borrower under the Agreement from the date~~ occurrence of ~~such Term Loan until such principal amount is paid in full, at such interest rates and at such times~~ certain events. Except as ~~provided~~ specified in the Agreement~~. All payments of principal and interest shall be made to~~ , the ~~Administrative Agent for the account of the Term Lender in Dollars in immediately available funds~~Company may not prepay Competitive Loans. If any amount is not paid in full when due hereunder, such unpaid amount shall bear interest, to be paid upon demand, from the due date thereof until the date of actual payment (and before as well as after judgment) computed at the per annum rate set forth in the Agreement. This Term Note is one of the Term Notes referred to in the Agreement, is entitled to the benefits thereof and may be prepaid in whole or in part subject to the terms and conditions provided therein. This Term Note is also entitled to the benefits of the Guaranty. Upon the occurrence and during the continuation of one or more of the Events of Default specified in the Agreement, all amounts then remaining unpaid on this Term Note shall become, or may be declared to be, immediately due and payable all as provided in the Agreement. Term Loans made by the Term Lender shall be evidenced by one or more loan accounts or records maintained by the Term Lender in the ordinary course of business. The ~~Term Lender may also attach schedules to this Term Note and endorse thereon the date, amount and maturity of its Term Loans and payments with respect thereto. The Borrower~~Company, for ~~itself and~~ itself, its successors and assigns, hereby waives diligence, presentment, protest and demand and notice of protest, demand, dishonor and non-payment of this ~~Term~~ Competitive Loan Note. Except as permitted by the Agreement, this Competitive Loan Note may not be assigned by the Lender or the Company to any other Person. THIS ~~TERM~~ COMPETITIVE LOAN NOTE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK. ~~FIDELITY NATIONAL INFORMATION SERVICES~~SCIENCE APPLICATIONS INTERNATIONAL CORPORATION, ~~INC.~~ a Delaware corporation By: ~~------------------------------------~~ Name: Title: TERM LOANS AND PAYMENTS WITH RESPECT THERETO Amount of Outstanding Type of Amount of End of Principal or Principal Term Loan Term Loan Interest Interest Paid Balance This Notation Date Made Made Period This Date Date Made By ------------- --------- --------- -------- ------------- ------------ -------- ▇▇▇▇▇▇▇ ▇-▇ FORM OF US DOLLAR REVOLVING CREDIT NOTE __________ FOR VALUE RECEIVED, the undersigned (the "BORROWER"), hereby promises to pay to _____________________ or registered assigns (the "US DOLLAR REVOLVING CREDIT LENDER"), in accordance with the provisions of the Agreement (as hereinafter defined), the aggregate unpaid principal amount of each US Dollar Revolving Credit Loan made by the US Dollar Revolving Credit Lender from time to time to the Borrower under that certain Credit Agreement dated as of January 18, 2007 (as amended, restated, amended and restated, extended, supplemented or otherwise modified in writing from time to time, the "AGREEMENT"; the terms defined therein being used herein as therein defined), among Fidelity National Information Services, Inc., a Georgia corporation, the Designated Borrowers from time to time party thereto, each lender 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. The Borrower promises to pay interest on the aggregate unpaid principal amount of each US Dollar Revolving Credit Loan made from time to time by the US Dollar Revolving Credit Lender to the Borrowers under the Agreement from the date of such US Dollar Revolving Credit Loan until such principal amount is paid in full, at such interest rates and at such times as provided in the Agreement. All payments of principal and interest shall be made to the Administrative Agent for the account of the US Dollar Revolving Credit Lender in Dollars and in immediately available funds. If any amount is not paid in full when due hereunder, such unpaid amount shall bear interest, to be paid upon demand, from the due date thereof until the date of actual payment (and before as well as after judgment) computed at the per annum rate set forth in the Agreement. This US Dollar Revolving Credit Note is one of the US Dollar Revolving Credit Notes referred to in the Agreement, is entitled to the benefits thereof and may be prepaid in whole or in part subject to the terms and conditions provided therein. This US Dollar Revolving Credit Note is also entitled to the benefits of the Guaranty. Upon the occurrence and during the continuation of one or more of the Events of Default specified in the Agreement, all amounts then remaining unpaid on this US Dollar Revolving Credit Note shall become, or may be declared to be, immediately due and payable all as provided in the Agreement. US Dollar Revolving Credit Loans made by the US Dollar Revolving Credit Lender shall be evidenced by one or more loan accounts or records maintained by the US Dollar Revolving Credit Lender in the ordinary course of business. The US Dollar Revolving Credit Lender may also attach schedules to this US Dollar Revolving Credit Note and endorse thereon the date, amount and maturity of its US Dollar Revolving Credit Loans and payments with respect thereto. The Borrower, for itself and its successors and assigns, hereby waives diligence, presentment, protest and demand and notice of protest, demand, dishonor and non-payment of this Revolving Credit Note. THIS US DOLLAR REVOLVING CREDIT NOTE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK. FIDELITY NATIONAL INFORMATION SERVICES, INC. By: ------------------------------------ Name: Title: LOANS AND PAYMENTS WITH RESPECT THERETO Amount of Outstanding End of Principal or Principal Type of Amount of Interest Interest Paid Balance This Notation Date Loan Made Loan Made Period This Date Date Made By ---- --------- --------- -------- ------------- ------------ -------- ▇▇▇▇▇▇▇ ▇-▇ FORM OF MULTICURRENCY REVOLVING CREDIT NOTE __________ FOR VALUE RECEIVED, the undersigned (the "BORROWER"), hereby promises to pay to _____________________ or registered assigns (the "MULTICURRENCY REVOLVING CREDIT LENDER"), in accordance with the provisions of the Agreement (as hereinafter defined), the aggregate unpaid principal amount of each Multicurrency Revolving Credit Loan made by the Multicurrency Revolving Credit Lender from time to time to the Borrower under that certain Credit Agreement dated as of January 18, 2007 (as amended, restated, amended and restated, extended, supplemented or otherwise modified in writing from time to time, the "AGREEMENT"; the terms defined therein being used herein as therein defined), among Fidelity National Information Services, Inc., a Georgia corporation, the Designated Borrowers from time to time party thereto, each lender 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. The Borrower promises to pay interest on the aggregate unpaid principal amount of each Multicurrency Revolving Credit Loan made from time to time by the Multicurrency Revolving Credit Lender to the Borrower under the Agreement from the date of such Multicurrency Revolving Credit Loan until such principal amount is paid in full, at such interest rates and at such times as provided in the Agreement. Except as otherwise provided in Section 2.05(f) of the Agreement with respect to Swing Line Loans, all payments of principal and interest shall be made to the Administrative Agent for the account of the Multicurrency Revolving Credit Lender in the currency in which such Multicurrency Revolving Credit Loan was denominated and in Same Day Funds at the Administrative Agent's Office for such currency. If any amount is not paid in full when due hereunder, such unpaid amount shall bear interest, to be paid upon demand, from the due date thereof until the date of actual payment (and before as well as after judgment) computed at the per annum rate set forth in the Agreement. This Multicurrency Revolving Credit Note is one of the Multicurrency Revolving Credit Notes referred to in the Agreement, is entitled to the benefits thereof and may be prepaid in whole or in part subject to the terms and conditions provided therein. This Multicurrency Revolving Credit Note is also entitled to the benefits of the Guaranty. Upon the occurrence and during the continuation of one or more of the Events of Default specified in the Agreement, all amounts then remaining unpaid on this Multicurrency Revolving Credit Note shall become, or may be declared to be, immediately due and payable all as provided in the Agreement. Multicurrency Revolving Credit Loans made by the Multicurrency Revolving Credit Lender shall be evidenced by one or more loan accounts or records maintained by the Multicurrency Revolving Credit Lender in the ordinary course of business. The Multicurrency Revolving Credit Lender may also attach schedules to this Multicurrency Revolving Credit Note and endorse thereon the date, amount, currency and maturity of its Multicurrency Revolving Credit Loans and payments with respect thereto. The Borrower, for itself and its successors and assigns, hereby waives diligence, presentment, protest and demand and notice of protest, demand, dishonor and non-payment of this Multicurrency Revolving Credit Note. THIS MULTICURRENCY REVOLVING CREDIT NOTE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK. [BORROWER] By: ------------------------------------ Name: Title: LOANS AND PAYMENTS WITH RESPECT THERETO Currency Amount of Outstanding and End of Principal or Principal Type of Amount of Interest Interest Paid Balance This Notation Date Loan Made Loan Made Period This Date Date Made By ---- --------- --------- -------- ------------- ------------ -------- EXHIBIT E FORM OF COMPLIANCE CERTIFICATE Financial Statement Date: _______, ____ To: JPMorgan Chase Bank, N.A., as Administrative Agent Ladies and Gentlemen: Reference is made to that certain Credit Agreement dated as of January 18, 2007 (as amended, restated, amended and restated, extended, supplemented or otherwise modified in writing from time to time, the "AGREEMENT"; the terms defined therein being used herein as therein defined), among Fidelity National Information Services, Inc., a Georgia corporation (the "COMPANY"), the Designated Borrowers from time to time party thereto, each lender 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. The undersigned, a Specified Responsible Officer of the Company, hereby certifies as of the date hereof that he/she is the _________________ of the Company, and that, as such, he/she is authorized to execute and deliver this Compliance Certificate to the Administrative Agent on the behalf of the Company and its Restricted Subsidiaries, and hereby certifies on behalf of the Company that: [Use following paragraph 1 for fiscal year-end financial statements] 1. Attached hereto as Schedule 1 are the year-end audited financial statements required by Section 6.01(a) of the Agreement for the fiscal year of the Company and its Subsidiaries ended as of the above date, together with the report and opinion of the independent certified public accountant required by such Section. [Use following paragraph 1 for fiscal quarter financial statements]:

Appears in 1 contract

Sources: Credit Agreement (Science Applications International Corp)

Comprised of. ~~ABSOLUTE RATE OR INTEREST PERIOD EUROCURRENCY BID LOAN NO. OFFERED BID MAXIMUM BID MARGIN* ------------ --------------- -------------- ---------------- 1 _______days/mos $___~~[Type of Loan requested: Base Rate or Eurodollar Rate] For Eurodollar Rate Loans: with an Interest Period of __________ ~~(- +) _______% 2 _______days/mos~~ months. The Borrowing, if any, requested herein complies with the provisos to the first sentence of Section 2.01 of the Agreement. By: Name: Title: ] By: Name: Title: By: Name: Title: ] $~~_____________ (- +) _______% 3 _______days/mos $_____________ (- +) _______% ---------- * Expressed in multiples of 1/100th of a basis point. Contact Person: _______________~~______________ Telephone: _____________________ [NAME OF LENDER] By: ------------------------------------ Name: Title: ****************************************************************** THIS SECTION IS TO BE COMPLETED BY THE COMPANY IF IT WISHES TO ACCEPT ANY OFFERS CONTAINED IN THIS COMPETITIVE BID: The offers made above are hereby accepted in the amounts set forth below: PRINCIPAL AMOUNT BID LOAN NO. ACCEPTED ------------ ---------------- $_______________ $_______________ $_______________ FIDELITY NATIONAL INFORMATION SERVICES, INC. By: --------------------------------- Name: Title: Date: _________ EXHIBIT C FORM OF SWING LINE LOAN NOTICE Date: ____________, _____ To: JPMorgan Chase Bank, N.A., as Swing Line Lender and Administrative Agent Bank of America, N.A., as Swing Line Lender Ladies and Gentlemen: Reference is made to the Credit Agreement dated as of January 18, 2007 (as amended, restated, amended and restated, extended, supplemented or otherwise modified in writing from time to time, the "AGREEMENT"; the terms defined therein being used herein as therein defined), among Fidelity National Information Services, Inc., a Georgia corporation (the "COMPANY"), the Designated Borrowers from time to time party thereto, each lender 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. The Company hereby requests a Swing Line Loan: 1. On ___________________________________ (a Business Day). 2. In the amount of $_______________________. 3. The aggregate principal balance of Swing Line Loans outstanding (after giving effect to the advance requested hereunder) is $________________ (after giving effect to all repayments of the Swing Line Loans being made on such date). The Swing Line Borrowing requested herein complies with the requirements of the provisos to the first sentence of Section 2.05(a) of the Agreement. FIDELITY NATIONAL INFORMATION SERVICES, INC. By: ------------------------------------ Name: Title: ▇▇▇▇▇▇▇ ▇-▇ FORM OF TERM NOTE ___________ FOR VALUE RECEIVED, the ~~undersigned~~ undersigned, [GILEAD SCIENCES, INC., a Delaware corporation][GILEAD BIOPHARMACEUTICS IRELAND CORPORATION, an Irish company] (the ~~"BORROWER"~~“Borrower”), hereby promises to pay to _____________________ (the “Lender”) or its registered assigns permitted by the Agreement (~~the "TERM LENDER"~~as hereinafter defined), in accordance with the provisions of the ~~Agreement~~ Agreement, the principal amount of [_______________] (~~as hereinafter defined~~$[________]), or, if less, the aggregate unpaid principal amount of ~~each Term Loan~~ all outstanding Loans from time to time made by the ~~Term~~ Lender to the Borrower under that certain Short-Term Revolving Credit ~~Agreement~~ Facility Credit Agreement, dated as of January 1812, ~~2007~~ 2012 (as amended, ~~restated, amended and~~ restated, extended, supplemented or otherwise modified ~~in writing~~ from time to time, the ~~"AGREEMENT";~~ “Agreement;” the terms defined therein being used herein as therein defined), among ~~Fidelity National Information Services~~the Borrower and [Gilead Sciences, ~~Inc.~~Inc.][Gilead Biopharmaceutics Ireland Corporation], ~~a Georgia corporation~~as the borrowers, the ~~Designated Borrowers~~ Lenders from time to time party thereto~~, each lender 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~~Administrative Agent. The Borrower promises to pay interest on the ~~aggregate~~ unpaid principal amount of each ~~Term~~ outstanding Loan ~~made by the Term Lender to the~~ of such Borrower ~~under the Agreement~~ from the date of such ~~Term~~ Loan until such principal amount is paid in full, at such interest rates and at such times as provided in the Agreement. All payments of principal and interest shall be made to the Administrative Agent for the account of the ~~Term~~ Lender in Dollars in immediately available ~~funds~~funds at the Administrative Agent’s Office. If any amount is not paid in full when due ~~hereunder~~under the Agreement, such unpaid amount shall bear interest, to be paid upon demand, from the due date thereof until the date of actual payment (and before as well as after judgment) computed at the per annum rate set forth in the Agreement. This ~~Term~~ Note is one of the ~~Term~~ Notes referred to in the Agreement, is entitled to the benefits thereof and may be prepaid in whole or in ~~part~~ part, without premium or penalty, subject to the terms and conditions provided therein. [This ~~Term~~ Note is also entitled to the benefits of the ~~Guaranty. Upon the occurrence and during the continuation of~~ Parent Guaranty Agreement.]1 If one or more of the Events of Default specified in the ~~Agreement~~Agreement occurs and is continuing, all amounts then remaining unpaid on this ~~Term~~ Note shall ~~become~~become under certain circumstances, or may be declared to be, immediately due and payable all as provided in the Agreement. ~~Term~~ Loans made by the ~~Term~~ Lender to the Borrower shall be evidenced by one or more loan accounts or records maintained by the ~~Term~~ Lender in the ordinary course of business. The ~~Term~~ Lender may also attach schedules to this ~~Term~~ Note and endorse thereon the date, amount and maturity of its ~~Term~~ Loans ~~and~~ to the Borrower , payments or prepayments with respect thereto, each continuation thereof, each conversion of all or a portion thereof to another Type and, in the case of Eurodollar Rate Loans, the length of each Interest Period with respect thereto. Each such endorsement shall constitute prima facie evidence of the accuracy of the information absent manifest error. The Borrower, for ~~itself and~~ itself, its successors and assigns, hereby waives diligence, presentment, protest and demand and notice of protest, demand, dishonor and non-payment of this ~~Term~~ Note. THIS ~~TERM~~ NOTE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK. ~~FIDELITY NATIONAL INFORMATION SERVICES, INC.~~ By: ~~------------------------------------~~ Name: Title:] By: Name: Title: TERM LOANS AND PAYMENTS WITH RESPECT THERETO Amount of Outstanding Type of Amount of End of Principal or Principal Term Loan Term Loan Interest Interest Paid Balance This Notation Date Made Made Period This Date Date Made By ------------- --------- --------- -------- ------------- ------------ -------- ▇▇▇▇▇▇▇ ▇-▇ FORM OF US DOLLAR REVOLVING CREDIT NOTE __________ FOR VALUE RECEIVED, the undersigned (the "BORROWER"), hereby promises to pay to _____________________ or registered assigns (the "US DOLLAR REVOLVING CREDIT LENDER"), in accordance with the provisions of the Agreement (as hereinafter defined), the aggregate unpaid principal amount of each US Dollar Revolving Credit Loan made by the US Dollar Revolving Credit Lender from time to time to the Borrower under that certain Credit Agreement dated as of January 18, 2007 (as amended, restated, amended and restated, extended, supplemented or otherwise modified in writing from time to time, the "AGREEMENT"; the terms defined therein being used herein as therein defined), among Fidelity National Information Services, Inc., a Georgia corporation, the Designated Borrowers from time to time party thereto, each lender party thereto, JPMorgan Chase Bank, N.A., as Administrative Agent, Swing Line Lender and L/C Issuer, and By: Name: Title:] To: Bank of America, N.A., as Swing Line Lender. The Borrower promises to pay interest on the aggregate unpaid principal amount of each US Dollar Revolving Credit Loan made from time to time by the US Dollar Revolving Credit Lender to the Borrowers under the Agreement from the date of such US Dollar Revolving Credit Loan until such principal amount is paid in full, at such interest rates and at such times as provided in the Agreement. All payments of principal and interest shall be made to the Administrative Agent for the account of the US Dollar Revolving Credit Lender in Dollars and in immediately available funds. If any amount is not paid in full when due hereunder, such unpaid amount shall bear interest, to be paid upon demand, from the due date thereof until the date of actual payment (and before as well as after judgment) computed at the per annum rate set forth in the Agreement. This US Dollar Revolving Credit Note is one of the US Dollar Revolving Credit Notes referred to in the Agreement, is entitled to the benefits thereof and may be prepaid in whole or in part subject to the terms and conditions provided therein. This US Dollar Revolving Credit Note is also entitled to the benefits of the Guaranty. Upon the occurrence and during the continuation of one or more of the Events of Default specified in the Agreement, all amounts then remaining unpaid on this US Dollar Revolving Credit Note shall become, or may be declared to be, immediately due and payable all as provided in the Agreement. US Dollar Revolving Credit Loans made by the US Dollar Revolving Credit Lender shall be evidenced by one or more loan accounts or records maintained by the US Dollar Revolving Credit Lender in the ordinary course of business. The US Dollar Revolving Credit Lender may also attach schedules to this US Dollar Revolving Credit Note and endorse thereon the date, amount and maturity of its US Dollar Revolving Credit Loans and payments with respect thereto. The Borrower, for itself and its successors and assigns, hereby waives diligence, presentment, protest and demand and notice of protest, demand, dishonor and non-payment of this Revolving Credit Note. THIS US DOLLAR REVOLVING CREDIT NOTE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK. FIDELITY NATIONAL INFORMATION SERVICES, INC. By: ------------------------------------ Name: Title: LOANS AND PAYMENTS WITH RESPECT THERETO Amount of Outstanding End of Principal or Principal Type of Amount of Interest Interest Paid Balance This Notation Date Loan Made Loan Made Period This Date Date Made By ---- --------- --------- -------- ------------- ------------ -------- ▇▇▇▇▇▇▇ ▇-▇ FORM OF MULTICURRENCY REVOLVING CREDIT NOTE __________ FOR VALUE RECEIVED, the undersigned (the "BORROWER"), hereby promises to pay to _____________________ or registered assigns (the "MULTICURRENCY REVOLVING CREDIT LENDER"), in accordance with the provisions of the Agreement (as hereinafter defined), the aggregate unpaid principal amount of each Multicurrency Revolving Credit Loan made by the Multicurrency Revolving Credit Lender from time to time to the Borrower under that certain Credit Agreement dated as of January 18, 2007 (as amended, restated, amended and restated, extended, supplemented or otherwise modified in writing from time to time, the "AGREEMENT"; the terms defined therein being used herein as therein defined), among Fidelity National Information Services, Inc., a Georgia corporation, the Designated Borrowers from time to time party thereto, each lender 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. The Borrower promises to pay interest on the aggregate unpaid principal amount of each Multicurrency Revolving Credit Loan made from time to time by the Multicurrency Revolving Credit Lender to the Borrower under the Agreement from the date of such Multicurrency Revolving Credit Loan until such principal amount is paid in full, at such interest rates and at such times as provided in the Agreement. Except as otherwise provided in Section 2.05(f) of the Agreement with respect to Swing Line Loans, all payments of principal and interest shall be made to the Administrative Agent for the account of the Multicurrency Revolving Credit Lender in the currency in which such Multicurrency Revolving Credit Loan was denominated and in Same Day Funds at the Administrative Agent's Office for such currency. If any amount is not paid in full when due hereunder, such unpaid amount shall bear interest, to be paid upon demand, from the due date thereof until the date of actual payment (and before as well as after judgment) computed at the per annum rate set forth in the Agreement. This Multicurrency Revolving Credit Note is one of the Multicurrency Revolving Credit Notes referred to in the Agreement, is entitled to the benefits thereof and may be prepaid in whole or in part subject to the terms and conditions provided therein. This Multicurrency Revolving Credit Note is also entitled to the benefits of the Guaranty. Upon the occurrence and during the continuation of one or more of the Events of Default specified in the Agreement, all amounts then remaining unpaid on this Multicurrency Revolving Credit Note shall become, or may be declared to be, immediately due and payable all as provided in the Agreement. Multicurrency Revolving Credit Loans made by the Multicurrency Revolving Credit Lender shall be evidenced by one or more loan accounts or records maintained by the Multicurrency Revolving Credit Lender in the ordinary course of business. The Multicurrency Revolving Credit Lender may also attach schedules to this Multicurrency Revolving Credit Note and endorse thereon the date, amount, currency and maturity of its Multicurrency Revolving Credit Loans and payments with respect thereto. The Borrower, for itself and its successors and assigns, hereby waives diligence, presentment, protest and demand and notice of protest, demand, dishonor and non-payment of this Multicurrency Revolving Credit Note. THIS MULTICURRENCY REVOLVING CREDIT NOTE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK. [BORROWER] By: ------------------------------------ Name: Title: LOANS AND PAYMENTS WITH RESPECT THERETO Currency Amount of Outstanding and End of Principal or Principal Type of Amount of Interest Interest Paid Balance This Notation Date Loan Made Loan Made Period This Date Date Made By ---- --------- --------- -------- ------------- ------------ -------- EXHIBIT E FORM OF COMPLIANCE CERTIFICATE Financial Statement Date: _______, ____ To: JPMorgan Chase Bank, N.A., as Administrative Agent Ladies and Gentlemen: Reference is made to that certain Short-Term Revolving Credit ~~Agreement~~ Facility Credit Agreement, dated as of January 1812, ~~2007~~ 2012 (as amended, ~~restated, amended and~~ restated, extended, supplemented or otherwise modified ~~in writing~~ from time to time, the ~~"AGREEMENT";~~ “Agreement;” the terms defined therein being used herein as therein defined), among ~~Fidelity National Information Services~~Gilead Sciences, Inc., a ~~Georgia~~ Delaware corporation (the ~~"COMPANY"~~“Parent”), Gilead Biopharmaceutics Ireland Corporation, an Irish company (“Gilead Ireland”; Gilead Ireland together with the Parent are together referred to as the “Borrowers”, and each individually, as a “Borrower”), the ~~Designated Borrowers~~ Lenders from time to time party ~~thereto, each lender party thereto, JPMorgan Chase Bank, N.A., as Administrative Agent, Swing Line Lender and L/C Issuer,~~ thereto and Bank of America, N.A., as ~~Swing Line Lender~~Administrative Agent. ~~The undersigned~~Pursuant to Section 6.02 of the Agreement, ~~a Specified~~ the undersigned Responsible Officer ~~of the Company,~~ hereby certifies as of the date hereof that he/she is ~~the _________________~~ an authorized officer of the ~~Company~~Parent as denoted on the signature page hereto, and that, as such, he/she is authorized to execute and deliver this ~~Compliance~~ Certificate to the Administrative Agent on the behalf of the ~~Company~~ Parent and ~~its Restricted Subsidiaries~~Gilead Ireland, and ~~hereby certifies on behalf of the Company~~ that: [Use following paragraph 1 for fiscal year-end financial statements] 1. [Attached hereto as Schedule 1 1] [Included in the Parent’s most recent periodic reports filed with the SEC] are the year-end audited financial statements required by Section 6.01(a) of the Agreement for the fiscal year of the ~~Company~~ Parent and its Subsidiaries ended as of the above date, together with the report ~~and opinion~~ of ~~the independent certified public accountant~~ a Registered Public Accounting Firm required by such ~~Section~~section. [Use following paragraph 1 for fiscal ~~quarter~~ quarter-end financial statements] 1. [Attached hereto as Schedule 1] [Included in the Parent’s most recent periodic reports filed with the SEC] are the unaudited financial statements required by Section 6.01(b) of the Agreement for the fiscal quarter of the Parent and its Subsidiaries ended as of the above date. Such unaudited financial statements fairly present, in all material respects, the financial condition, results of operations, shareholders’ equity and cash flows of the Parent and its Subsidiaries in accordance with GAAP, as at such date and for such period, subject only to normal year-end audit adjustments and the absence of footnotes. 2. The undersigned has reviewed and is familiar with the terms of the Agreement and has made, or has caused to be made under his/her supervision, a reasonably detailed review of the transactions and financial condition of the Parent and its Subsidiaries during the accounting period covered by the attached financial statements. 3. A review of the activities of each Borrower during such fiscal period has been made under the supervision of the undersigned with a view to determining whether during such fiscal period the Borrowers performed and observed all of their respective Obligations under the Loan Documents, and To the knowledge of the undersigned during such fiscal period, each Borrower performed and observed each covenant and condition of the Loan Documents applicable to it, and no Default or Event of Default has occurred and is continuing, other than as set forth below: Covenants or conditions not performed or observed: [none] Nature and status of any Default or Event of Default: [none]

Appears in 1 contract

Sources: Short Term Revolving Credit Facility Credit Agreement (Gilead Sciences Inc)

Comprised of. ~~ABSOLUTE RATE OR INTEREST PERIOD EUROCURRENCY BID LOAN NO~~[Type of Committed Loan requested] [With respect to such Borrowing of a Committed Loans, the undersigned hereby represents and warrants that (i) such request complies with Section 2.01 of the Credit Agreement and (ii) each of the conditions set forth in Sections 4.2(a) and (b) of the Credit Agreement have been satisfied on and as of the date of such Borrowing.] The Borrower hereby requests that [check one line below and fill in blank spaces next to the line as appropriate]: i Funds to be deposited into a PNC Bank deposit account per current standing instructions. ~~OFFERED BID MAXIMUM BID MARGIN* ------------ --------------- -------------- ---------------- 1 _______days/mos $~~Complete amount of deposit if not full loan advance amount: ____________~~_ (- +)~~ ___~~____% 2 _______days/mos $~~. ii Funds to be wired per the following wire instructions:Amount of Wire Transfer: ____________~~_ (- +)~~ _______~~% 3 _______days/mos $~~Bank Name: ____________~~_ (- +)~~ _______~~% ---------- * Expressed in multiples of 1/100th of a basis point. Contact Person~~__ABA: __________________________Account Number: __~~_ Telephone~~_______________Account Name: ___________________~~__ [NAME OF LENDER] By~~Reference: ------------------------------------ Name: Title: ****************************************************************** THIS SECTION IS TO BE COMPLETED BY THE COMPANY IF IT WISHES TO ACCEPT ANY OFFERS CONTAINED IN THIS COMPETITIVE BID: The offers made above are hereby accepted in the amounts set forth below: PRINCIPAL AMOUNT BID LOAN NO. ACCEPTED ------------ ---------------- $_______________ $_______________ $_______________ FIDELITY NATIONAL INFORMATION SERVICES, INC. By: --------------------------------- Name: Title: Date: _________ EXHIBIT C FORM OF SWING LINE LOAN NOTICE Date: ____________, _____ To: JPMorgan Chase Bank, N.A., as Swing Line Lender and Administrative Agent Bank of America, N.A., as Swing Line Lender Ladies and Gentlemen: Reference is made to the Credit Agreement dated as of January 18, 2007 (as amended, restated, amended and restated, extended, supplemented or otherwise modified in writing from time to time, the "AGREEMENT"; the terms defined therein being used herein as therein defined), among Fidelity National Information Services, Inc., a Georgia corporation (the "COMPANY"), the Designated Borrowers from time to time party thereto, each lender 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. The Company hereby requests a Swing Line Loan: 1. On ___________________________________ iii Funds to be wired per the attached Funds Flow (a Business Day). 2. In the amount of $_______________________. 3. The aggregate principal balance of Swing Line Loans outstanding (after giving effect to the advance requested hereunder) is $________________ (after giving effect to all repayments of the Swing Line Loans being made on such datemultiple wire transfers). ~~The Swing Line Borrowing requested herein complies with~~ iv Funds to be wired per the ~~requirements~~ current Notice of ~~the provisos to the first sentence of Section 2.05(a) of the Agreement. FIDELITY NATIONAL INFORMATION SERVICES, INC~~Account Designation. By: ~~------------------------------------~~ Name: Title: ~~▇▇▇▇▇▇▇ ▇-▇ FORM OF TERM NOTE ___________~~ FOR VALUE RECEIVED, the undersigned (the ~~"BORROWER"),~~ “Company”) hereby promises to pay to ~~_____________________~~ [LENDER] or its registered assigns (the ~~"TERM LENDER"~~“Lender”), in accordance with the provisions of the Credit Agreement (as hereinafter defined), the ~~aggregate unpaid~~ principal amount of each ~~Term~~ Loan from time to time made by the ~~Term~~ Lender to the ~~Borrower~~ Company under that certain Credit ~~Agreement~~ Agreement, dated as of ~~January 18~~November 22, ~~2007~~ 2019 (as amended, ~~restated, amended and~~ restated, extended, supplemented or otherwise modified in writing from time to time, the ~~"AGREEMENT";~~ “Credit Agreement”, the terms defined therein being used herein as therein defined), among ~~Fidelity National Information Services, Inc., a Georgia corporation~~the Company, the ~~Designated Borrowers~~ Lenders from time to time party ~~thereto, each lender party thereto, JPMorgan Chase~~ thereto and PNC Bank, ~~N.A.~~National Association, as Administrative Agent~~, Swing Line Lender and L/C Issuer, and Bank of America, N.A., as Swing Line Lender~~. The ~~Borrower~~ Company promises to pay interest on the ~~aggregate~~ unpaid principal amount of each ~~Term~~ Loan ~~made by the Term Lender to the Borrower under the Agreement~~ from the date of such ~~Term~~ Loan until such principal amount is paid in full, at such interest rates and at such times as provided in the Credit Agreement. All payments of principal and interest shall be made to the Administrative Agent for the account of the ~~Term~~ Lender in Dollars in immediately available ~~funds~~funds at the Administrative Agent’s Office. If any amount is not paid in full when due hereunder, such unpaid amount shall bear interest, to be paid upon demand, from the due date thereof until the date of actual payment (and before as well as after judgment) computed at the per annum rate set forth in the Credit Agreement. This ~~Term~~ Note is one of the ~~Term~~ Notes referred to in the Credit Agreement, is entitled to the benefits thereof and may be prepaid in whole or in part subject to the terms and conditions provided therein. This ~~Term~~ Note is also entitled to the benefits of the ~~Guaranty~~Subsidiary Guaranty and is secured by the Collateral. Upon the occurrence and ~~during the~~ continuation of one or more of the Events of Default specified in the Credit Agreement, all amounts then remaining unpaid on this ~~Term~~ Note shall (if required by the Credit Agreement) become, or may be declared to be, immediately due and payable all as provided in the Credit Agreement. ~~Term~~ Loans made by the ~~Term~~ Lender shall be evidenced by one or more loan accounts or records maintained by the ~~Term~~ Lender in the ordinary course of business. The ~~Term~~ Lender may also attach schedules to this ~~Term~~ Note and endorse thereon the date, amount and maturity of its ~~Term~~ Loans and payments with respect thereto. The ~~Borrower~~Company, for ~~itself and~~ itself, its successors and assigns, hereby waives diligence, presentment, protest and demand and notice of protest, demand, dishonor and non-payment of this ~~Term~~ Note. THIS ~~TERM~~ NOTE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF ~~NEW YORK. FIDELITY NATIONAL INFORMATION SERVICES, INC~~NORTH CAROLINA. By: ~~------------------------------------~~ Name: Title: ~~TERM LOANS AND PAYMENTS WITH RESPECT THERETO Amount~~ This Assignment and Assumption (this “Assignment and Assumption”) is dated as of ~~Outstanding Type~~ the Effective Date set forth below and is entered into by and between [the][each] 1 Assignor identified in item 1 below ([the][each, an] “Assignor”) and [the][each] Assignee identified in item 2 below ([the][each, an] “Assignee”). [It is understood and agreed that the rights and obligations of Amount of End of Principal or Principal Term Loan Term Loan Interest Interest Paid Balance This Notation Date Made Made Period This Date Date Made By ------------- --------- --------- -------- ------------- ------------ -------- ▇▇▇▇▇▇▇ ▇-▇ FORM OF US DOLLAR REVOLVING CREDIT NOTE __________ FOR VALUE RECEIVED, [the ~~undersigned~~ Assignors][the Assignees] hereunder are several and not joint. 2 Capitalized terms used but not defined herein shall have the meanings given to them in the Credit Agreement identified below (the ~~"BORROWER"~~“Credit Agreement”), receipt of a copy of which is hereby ~~promises~~ acknowledged by the Assignee. The Standard Terms and Conditions set forth in Annex 1 attached hereto are hereby agreed to ~~pay~~ and incorporated herein by reference and made a part of this Assignment and Assumption as if set forth herein in full. For an agreed consideration, [the][each] Assignor hereby irrevocably sells and assigns to ~~_____________________ or registered assigns (~~[the ~~"US DOLLAR REVOLVING CREDIT LENDER")~~Assignee][the respective Assignees], and [the] [each] Assignee hereby irrevocably purchases and assumes from [the Assignor][the respective Assignors], subject to and in accordance with the ~~provisions~~ Standard Terms and Conditions and the Credit Agreement, as of the ~~Agreement (as hereinafter defined), the aggregate unpaid principal amount of each US Dollar Revolving Credit Loan made~~ Effective Date inserted by the US Dollar Revolving Credit Lender from time to time to the Borrower under that certain Credit Agreement dated as of January 18, 2007 (as amended, restated, amended and restated, extended, supplemented or otherwise modified in writing from time to time, the "AGREEMENT"; the terms defined therein being used herein as therein defined), among Fidelity National Information Services, Inc., a Georgia corporation, the Designated Borrowers from time to time party thereto, each lender 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. The Borrower promises to pay interest on the aggregate unpaid principal amount of each US Dollar Revolving Credit Loan made from time to time by the US Dollar Revolving Credit Lender to the Borrowers under the Agreement from the date of such US Dollar Revolving Credit Loan until such principal amount is paid in full, at such interest rates and at such times as provided in the Agreement. All payments of principal and interest shall be made to the Administrative Agent ~~for~~ as contemplated below (i) all of [the ~~account~~ Assignor’s][the respective Assignors’] rights and obligations in [its capacity as a Lender][their respective capacities as Lenders] under the Credit Agreement and any other documents or instruments delivered pursuant thereto to the extent related to the amount and percentage interest identified below of all of such outstanding rights and obligations of [the Assignor][the respective Assignors] under the respective facilities identified below (including, without limitation, the Letters of Credit or the Swing Line Loans included in such facilities) and (ii) to the extent permitted to be assigned under applicable law, all claims, suits, causes of action and any other right of [the Assignor (in its capacity as a Lender)][the respective Assignors (in their respective capacities as Lenders)] against any Person, whether known or unknown, arising under or in connection with the Credit Agreement, any other documents or instruments delivered pursuant thereto or the loan transactions governed thereby or in any way based on or related to any of the ~~US Dollar Revolving Credit Lender~~ foregoing, including, but not limited to, contract claims, tort claims, malpractice claims, statutory claims and all other claims at law or in ~~Dollars~~ equity related to the rights and ~~in immediately available funds. If any amount is not paid in full when due hereunder, such unpaid amount shall bear interest,~~ obligations sold and assigned pursuant to ~~be paid upon demand, from~~ clause (i) above (the ~~due date thereof until the date of actual payment~~ rights and obligations sold and assigned by [the][any] Assignor to [the][any] Assignee pursuant to clauses (i) and ~~before as well as after judgment~~(ii) ~~computed at the per annum rate set forth in the Agreement. This US Dollar Revolving Credit Note is one of the US Dollar Revolving Credit Notes~~ above being referred to ~~in the Agreement~~herein collectively as [the][an] “Assigned Interest”). Each such sale and assignment is without recourse to [the][any] Assignor and, is entitled to the benefits thereof and may be prepaid in whole or in part subject to the terms and conditions provided therein. This US Dollar Revolving Credit Note is also entitled to the benefits of the Guaranty. Upon the occurrence and during the continuation of one or more of the Events of Default specified in the Agreement, all amounts then remaining unpaid on this US Dollar Revolving Credit Note shall become, or may be declared to be, immediately due and payable all except as expressly provided in ~~the Agreement. US Dollar Revolving Credit Loans made~~ this Assignment and Assumption, without representation or warranty by the US Dollar Revolving Credit Lender shall be evidenced by one or more loan accounts or records maintained by the US Dollar Revolving Credit Lender in the ordinary course of business. The US Dollar Revolving Credit Lender may also attach schedules to this US Dollar Revolving Credit Note and endorse thereon the date, amount and maturity of its US Dollar Revolving Credit Loans and payments with respect thereto. The Borrower, for itself and its successors and assigns, hereby waives diligence, presentment, protest and demand and notice of protest, demand, dishonor and non-payment of this Revolving Credit Note. THIS US DOLLAR REVOLVING CREDIT NOTE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK. FIDELITY NATIONAL INFORMATION SERVICES, INC. By: ------------------------------------ Name: Title: LOANS AND PAYMENTS WITH RESPECT THERETO Amount of Outstanding End of Principal or Principal Type of Amount of Interest Interest Paid Balance This Notation Date Loan Made Loan Made Period This Date Date Made By ---- --------- --------- -------- ------------- ------------ -------- ▇▇▇▇▇▇▇ ▇-▇ FORM OF MULTICURRENCY REVOLVING CREDIT NOTE __________ FOR VALUE RECEIVED, the undersigned (the "BORROWER"), hereby promises to pay to _____________________ or registered assigns (the "MULTICURRENCY REVOLVING CREDIT LENDER"), in accordance with the provisions of the Agreement (as hereinafter defined), the aggregate unpaid principal amount of each Multicurrency Revolving Credit Loan made by the Multicurrency Revolving Credit Lender from time to time to the Borrower under that certain Credit Agreement dated as of January 18, 2007 (as amended, restated, amended and restated, extended, supplemented or otherwise modified in writing from time to time, the "AGREEMENT"; the terms defined therein being used herein as therein defined), among Fidelity National Information Services, Inc., a Georgia corporation, the Designated Borrowers from time to time party thereto, each lender 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. The Borrower promises to pay interest on the aggregate unpaid principal amount of each Multicurrency Revolving Credit Loan made from time to time by the Multicurrency Revolving Credit Lender to the Borrower under the Agreement from the date of such Multicurrency Revolving Credit Loan until such principal amount is paid in full, at such interest rates and at such times as provided in the Agreement. Except as otherwise provided in Section 2.05(f) of the Agreement with respect to Swing Line Loans, all payments of principal and interest shall be made to the Administrative Agent for the account of the Multicurrency Revolving Credit Lender in the currency in which such Multicurrency Revolving Credit Loan was denominated and in Same Day Funds at the Administrative Agent's Office for such currency. If any amount is not paid in full when due hereunder, such unpaid amount shall bear interest, to be paid upon demand, from the due date thereof until the date of actual payment (and before as well as after judgment) computed at the per annum rate set forth in the Agreement. This Multicurrency Revolving Credit Note is one of the Multicurrency Revolving Credit Notes referred to in the Agreement, is entitled to the benefits thereof and may be prepaid in whole or in part subject to the terms and conditions provided therein. This Multicurrency Revolving Credit Note is also entitled to the benefits of the Guaranty. Upon the occurrence and during the continuation of one or more of the Events of Default specified in the Agreement, all amounts then remaining unpaid on this Multicurrency Revolving Credit Note shall become, or may be declared to be, immediately due and payable all as provided in the Agreement. Multicurrency Revolving Credit Loans made by the Multicurrency Revolving Credit Lender shall be evidenced by one or more loan accounts or records maintained by the Multicurrency Revolving Credit Lender in the ordinary course of business. The Multicurrency Revolving Credit Lender may also attach schedules to this Multicurrency Revolving Credit Note and endorse thereon the date, amount, currency and maturity of its Multicurrency Revolving Credit Loans and payments with respect thereto. The Borrower, for itself and its successors and assigns, hereby waives diligence, presentment, protest and demand and notice of protest, demand, dishonor and non-payment of this Multicurrency Revolving Credit Note. THIS MULTICURRENCY REVOLVING CREDIT NOTE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK. [~~BORROWER~~the][any] By: ------------------------------------ Name: Title: LOANS AND PAYMENTS WITH RESPECT THERETO Currency Amount of Outstanding and End of Principal or Principal Type of Amount of Interest Interest Paid Balance This Notation Date Loan Made Loan Made Period This Date Date Made By ---- --------- --------- -------- ------------- ------------ -------- EXHIBIT E FORM OF COMPLIANCE CERTIFICATE Financial Statement Date: _______, ____ To: JPMorgan Chase Bank, N.A., as Administrative Agent Ladies and Gentlemen: Reference is made to that certain Credit Agreement dated as of January 18, 2007 (as amended, restated, amended and restated, extended, supplemented or otherwise modified in writing from time to time, the "AGREEMENT"; the terms defined therein being used herein as therein defined), among Fidelity National Information Services, Inc., a Georgia corporation (the "COMPANY"), the Designated Borrowers from time to time party thereto, each lender 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. The undersigned, a Specified Responsible Officer of the Company, hereby certifies as of the date hereof that he/she is the _________________ of the Company, and that, as such, he/she is authorized to execute and deliver this Compliance Certificate to the Administrative Agent on the behalf of the Company and its Restricted Subsidiaries, and hereby certifies on behalf of the Company that: [Use following paragraph 1 for fiscal year-end financial statements] 1. Attached hereto as Schedule 1 are the year-end audited financial statements required by Section 6.01(a) of the Agreement for the fiscal year of the Company and its Subsidiaries ended as of the above date, together with the report and opinion of the independent certified public accountant required by such Section. [Use following paragraph 1 for fiscal quarter financial statements]Assignor.

Appears in 1 contract

Sources: Credit Agreement (Sonic Automotive Inc)

Comprised of. ABSOLUTE RATE BID OR ~~INTEREST PERIOD~~ EUROCURRENCY BID LOAN NO. INTEREST PERIOD OFFERED BID MAXIMUM ~~BID MARGIN~~MARGIN BID* ------------ ~~--------------- -------------- ----------------~~ ----------------------- ------------------ ----------------- 1 _______days/mos $_________________ (- +) )________% 2 _______days/mos $_________________ (- +) )________% 3 _______days/mos $_________________ (- +) )________% ~~----------~~ ------------- * Expressed in multiples of 1/100th of a basis point. B-2 - 1 Form of Competitive Bid Contact Person: :_______________ Telephone:_________________ [LENDER] By:__________________________________ ~~Telephone: _____________________ [NAME OF LENDER] By: ------------------------------------~~ Name: Title: ******************************************************************************** THIS SECTION IS TO BE COMPLETED BY THE COMPANY IF IT WISHES TO ACCEPT ANY OFFERS CONTAINED IN THIS COMPETITIVE BID: The offers made above are hereby accepted in the amounts set forth below: ~~PRINCIPAL AMOUNT~~ BID LOAN NO. PRINCIPAL AMOUNT ACCEPTED ------------ ~~---------------- $___~~------------------------- ____________ $____________________ ____________ $____________________ ~~FIDELITY NATIONAL INFORMATION SERVICES, INC. By: --------------------------------- Name: Title: Date:~~ ____________ ~~EXHIBIT C FORM OF SWING LINE LOAN NOTICE Date:~~ $____________, ________ Date:______________ IDEX CORPORATION By:______________________________ Name: Title: EXHIBIT C FORM OF SWING LINE LOAN NOTICE Date:______________ To: ~~JPMorgan Chase Bank, N.A., as Swing Line Lender and Administrative Agent~~ Bank of America, N.A., as Swing Line Lender Bank of America, N.A., as Administrative Agent Ladies and Gentlemen: Reference is made to ~~the~~ that certain Credit ~~Agreement~~ Agreement, dated as of ~~January 18~~December 14, ~~2007~~ 2004 (as amended, ~~restated, amended and~~ restated, extended, supplemented or otherwise modified in writing from time to time, the "~~AGREEMENT~~Agreement"; the terms defined therein being used herein as therein defined), among ~~Fidelity National Information Services, Inc.~~IDEX Corporation, a ~~Georgia~~ Delaware corporation (the "~~COMPANY~~Company"), the ~~Designated Borrowers~~ Lenders from time to time party thereto~~, each lender party thereto, JPMorgan Chase Bank, N.A., as Administrative Agent, Swing Line Lender and L/C Issuer~~, and Bank of America, N.A., as Administrative Agent, L/C Issuer and Swing Line Lender. The ~~Company~~ undersigned hereby requests a Swing Line Loan: 1. ~~On ______~~On_____________________________ (a Business Day). 2. In the amount of $_______________________. 3. The aggregate principal balance of Swing Line Loans outstanding (after giving effect to the advance requested hereunder) is $________________ (after giving effect to all repayments of the Swing Line Loans being made on such date). The Swing Line Borrowing requested herein complies with the requirements of the provisos to the first sentence of Section 2.05(a) of the Agreement. ~~FIDELITY NATIONAL INFORMATION SERVICES, INC.~~ IDEX CORPORATION By~~: ------------------------------------ Name: Title: ▇▇▇▇▇▇▇ ▇-▇ FORM OF TERM NOTE~~ :__________~~_ FOR VALUE RECEIVED, the undersigned (the "BORROWER"), hereby promises to pay to~~ ________________________ or its registered assigns (the "TERM LENDER"), in accordance with the provisions of the Agreement (as hereinafter defined), the aggregate unpaid principal amount of each Term Loan made by the Term Lender to the Borrower under that certain Credit Agreement dated as of January 18, 2007 (as amended, restated, amended and restated, extended, supplemented or otherwise modified in writing from time to time, the "AGREEMENT"; the terms defined therein being used herein as therein defined), among Fidelity National Information Services, Inc., a Georgia corporation, the Designated Borrowers from time to time party thereto, each lender 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. The Borrower promises to pay interest on the aggregate unpaid principal amount of each Term Loan made by the Term Lender to the Borrower under the Agreement from the date of such Term Loan until such principal amount is paid in full, at such interest rates and at such times as provided in the Agreement. All payments of principal and interest shall be made to the Administrative Agent for the account of the Term Lender in Dollars in immediately available funds. If any amount is not paid in full when due hereunder, such unpaid amount shall bear interest, to be paid upon demand, from the due date thereof until the date of actual payment (and before as well as after judgment) computed at the per annum rate set forth in the Agreement. This Term Note is one of the Term Notes referred to in the Agreement, is entitled to the benefits thereof and may be prepaid in whole or in part subject to the terms and conditions provided therein. This Term Note is also entitled to the benefits of the Guaranty. Upon the occurrence and during the continuation of one or more of the Events of Default specified in the Agreement, all amounts then remaining unpaid on this Term Note shall become, or may be declared to be, immediately due and payable all as provided in the Agreement. Term Loans made by the Term Lender shall be evidenced by one or more loan accounts or records maintained by the Term Lender in the ordinary course of business. The Term Lender may also attach schedules to this Term Note and endorse thereon the date, amount and maturity of its Term Loans and payments with respect thereto. The Borrower, for itself and its successors and assigns, hereby waives diligence, presentment, protest and demand and notice of protest, demand, dishonor and non-payment of this Term Note. THIS TERM NOTE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK. FIDELITY NATIONAL INFORMATION SERVICES, INC. By: ------------------------------------ Name: Title: TERM LOANS AND PAYMENTS WITH RESPECT THERETO Amount of Outstanding Type of Amount of End of Principal or Principal Term Loan Term Loan Interest Interest Paid Balance This Notation Date Made Made Period This Date Date Made By ------------- --------- --------- -------- ------------- ------------ -------- ▇▇▇▇▇▇▇ ▇-▇ FORM OF US DOLLAR REVOLVING CREDIT NOTE __________ FOR VALUE RECEIVED, the undersigned (the "BORROWER"), hereby promises to pay to _____________________ or registered assigns (the "US DOLLAR REVOLVING CREDIT LENDER"), in accordance with the provisions of the Agreement (as hereinafter defined), the aggregate unpaid principal amount of each US Dollar Revolving Credit Loan made by the US Dollar Revolving Credit Lender from time to time to the Borrower under that certain Credit Agreement dated as of January 18, 2007 (as amended, restated, amended and restated, extended, supplemented or otherwise modified in writing from time to time, the "AGREEMENT"; the terms defined therein being used herein as therein defined), among Fidelity National Information Services, Inc., a Georgia corporation, the Designated Borrowers from time to time party thereto, each lender 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. The Borrower promises to pay interest on the aggregate unpaid principal amount of each US Dollar Revolving Credit Loan made from time to time by the US Dollar Revolving Credit Lender to the Borrowers under the Agreement from the date of such US Dollar Revolving Credit Loan until such principal amount is paid in full, at such interest rates and at such times as provided in the Agreement. All payments of principal and interest shall be made to the Administrative Agent for the account of the US Dollar Revolving Credit Lender in Dollars and in immediately available funds. If any amount is not paid in full when due hereunder, such unpaid amount shall bear interest, to be paid upon demand, from the due date thereof until the date of actual payment (and before as well as after judgment) computed at the per annum rate set forth in the Agreement. This US Dollar Revolving Credit Note is one of the US Dollar Revolving Credit Notes referred to in the Agreement, is entitled to the benefits thereof and may be prepaid in whole or in part subject to the terms and conditions provided therein. This US Dollar Revolving Credit Note is also entitled to the benefits of the Guaranty. Upon the occurrence and during the continuation of one or more of the Events of Default specified in the Agreement, all amounts then remaining unpaid on this US Dollar Revolving Credit Note shall become, or may be declared to be, immediately due and payable all as provided in the Agreement. US Dollar Revolving Credit Loans made by the US Dollar Revolving Credit Lender shall be evidenced by one or more loan accounts or records maintained by the US Dollar Revolving Credit Lender in the ordinary course of business. The US Dollar Revolving Credit Lender may also attach schedules to this US Dollar Revolving Credit Note and endorse thereon the date, amount and maturity of its US Dollar Revolving Credit Loans and payments with respect thereto. The Borrower, for itself and its successors and assigns, hereby waives diligence, presentment, protest and demand and notice of protest, demand, dishonor and non-payment of this Revolving Credit Note. THIS US DOLLAR REVOLVING CREDIT NOTE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK. FIDELITY NATIONAL INFORMATION SERVICES, INC. By: ------------------------------------ Name: Title: LOANS AND PAYMENTS WITH RESPECT THERETO Amount of Outstanding End of Principal or Principal Type of Amount of Interest Interest Paid Balance This Notation Date Loan Made Loan Made Period This Date Date Made By ---- --------- --------- -------- ------------- ------------ -------- ▇▇▇▇▇▇▇ ▇-▇ FORM OF MULTICURRENCY REVOLVING CREDIT NOTE __________ FOR VALUE RECEIVED, the undersigned (the "BORROWER"), hereby promises to pay to _____________________ or registered assigns (the "MULTICURRENCY REVOLVING CREDIT LENDER"), in accordance with the provisions of the Agreement (as hereinafter defined), the aggregate unpaid principal amount of each Multicurrency Revolving Credit Loan made by the Multicurrency Revolving Credit Lender from time to time to the Borrower under that certain Credit Agreement dated as of January 18, 2007 (as amended, restated, amended and restated, extended, supplemented or otherwise modified in writing from time to time, the "AGREEMENT"; the terms defined therein being used herein as therein defined), among Fidelity National Information Services, Inc., a Georgia corporation, the Designated Borrowers from time to time party thereto, each lender 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. The Borrower promises to pay interest on the aggregate unpaid principal amount of each Multicurrency Revolving Credit Loan made from time to time by the Multicurrency Revolving Credit Lender to the Borrower under the Agreement from the date of such Multicurrency Revolving Credit Loan until such principal amount is paid in full, at such interest rates and at such times as provided in the Agreement. Except as otherwise provided in Section 2.05(f) of the Agreement with respect to Swing Line Loans, all payments of principal and interest shall be made to the Administrative Agent for the account of the Multicurrency Revolving Credit Lender in the currency in which such Multicurrency Revolving Credit Loan was denominated and in Same Day Funds at the Administrative Agent's Office for such currency. If any amount is not paid in full when due hereunder, such unpaid amount shall bear interest, to be paid upon demand, from the due date thereof until the date of actual payment (and before as well as after judgment) computed at the per annum rate set forth in the Agreement. This Multicurrency Revolving Credit Note is one of the Multicurrency Revolving Credit Notes referred to in the Agreement, is entitled to the benefits thereof and may be prepaid in whole or in part subject to the terms and conditions provided therein. This Multicurrency Revolving Credit Note is also entitled to the benefits of the Guaranty. Upon the occurrence and during the continuation of one or more of the Events of Default specified in the Agreement, all amounts then remaining unpaid on this Multicurrency Revolving Credit Note shall become, or may be declared to be, immediately due and payable all as provided in the Agreement. Multicurrency Revolving Credit Loans made by the Multicurrency Revolving Credit Lender shall be evidenced by one or more loan accounts or records maintained by the Multicurrency Revolving Credit Lender in the ordinary course of business. The Multicurrency Revolving Credit Lender may also attach schedules to this Multicurrency Revolving Credit Note and endorse thereon the date, amount, currency and maturity of its Multicurrency Revolving Credit Loans and payments with respect thereto. The Borrower, for itself and its successors and assigns, hereby waives diligence, presentment, protest and demand and notice of protest, demand, dishonor and non-payment of this Multicurrency Revolving Credit Note. THIS MULTICURRENCY REVOLVING CREDIT NOTE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK. [BORROWER] By: ------------------------------------ Name: Title: LOANS AND PAYMENTS WITH RESPECT THERETO Currency Amount of Outstanding and End of Principal or Principal Type of Amount of Interest Interest Paid Balance This Notation Date Loan Made Loan Made Period This Date Date Made By ---- --------- --------- -------- ------------- ------------ -------- EXHIBIT E FORM OF COMPLIANCE CERTIFICATE Financial Statement Date: _______, ____ To: JPMorgan Chase Bank, N.A., as Administrative Agent Ladies and Gentlemen: Reference is made to that certain Credit Agreement dated as of January 18, 2007 (as amended, restated, amended and restated, extended, supplemented or otherwise modified in writing from time to time, the "AGREEMENT"; the terms defined therein being used herein as therein defined), among Fidelity National Information Services, Inc., a Georgia corporation (the "COMPANY"), the Designated Borrowers from time to time party thereto, each lender 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. The undersigned, a Specified Responsible Officer of the Company, hereby certifies as of the date hereof that he/she is the _________________ of the Company, and that, as such, he/she is authorized to execute and deliver this Compliance Certificate to the Administrative Agent on the behalf of the Company and its Restricted Subsidiaries, and hereby certifies on behalf of the Company that: [Use following paragraph 1 for fiscal year-end financial statements] 1. Attached hereto as Schedule 1 are the year-end audited financial statements required by Section 6.01(a) of the Agreement for the fiscal year of the Company and its Subsidiaries ended as of the above date, together with the report and opinion of the independent certified public accountant required by such Section. [Use following paragraph 1 for fiscal quarter financial statements]:

Appears in 1 contract

Sources: Credit Agreement (Idex Corp /De/)

Comprised of. ~~ABSOLUTE RATE OR INTEREST PERIOD EUROCURRENCY BID LOAN NO~~[Type of Revolving Loan requested] 4. OFFERED BID MAXIMUM BID MARGIN* ------------ --------------- -------------- ---------------- 1 _______days/mos $_____________ (- +) _______% 2 _______days/mos $_____________ (- +) _______% 3 _______days/mos $_____________ (- +) _______% ---------- * Expressed in multiples For Eurodollar Rate Loans: with an Interest Period of ~~1/100th~~ months. ------- The Revolving Borrowing requested herein complies with the proviso to the first sentence of ~~a basis point~~Section 2.01 of the Agreement. ~~Contact Person: _____________________________ Telephone: _____________________ [NAME OF LENDER]~~ SAFECO CORPORATION By: ~~------------------------------------~~ ------------------------------- Name: ------------------------- Title: ****************************************************************** THIS SECTION IS TO BE COMPLETED BY THE COMPANY IF IT WISHES TO ACCEPT ANY OFFERS CONTAINED IN THIS COMPETITIVE BID: The offers made above are hereby accepted in the amounts set forth below: PRINCIPAL AMOUNT BID LOAN NO. ACCEPTED ------------ ---------------- $_______________ $_______________ $_______________ FIDELITY NATIONAL INFORMATION SERVICES, INC. ------------------------- By: ~~---------------------------------~~ -------------------------------- Name: ------------------------- Title: ~~Date: _________ EXHIBIT C~~ ------------------------- Exhibit B FORM OF SWING LINE LOAN NOTICE Date: ____________, _____ To: ~~JPMorgan Chase Bank, N.A., as Swing Line Lender and Administrative Agent~~ Bank of America, N.A., as Swing Line Lender Bank of America, N.A., as Administrative Agent Ladies and Gentlemen: Reference is made to ~~the~~ that certain Credit ~~Agreement~~ Agreement, dated as of ~~January~~ September 18, ~~2007~~ 2002 (as amended, ~~restated, amended and~~ restated, extended, supplemented or otherwise modified in writing from time to time, the "~~AGREEMENT";~~ Agreement;" the terms defined therein being used herein as therein defined), among ~~Fidelity National Information Services, Inc.~~SAFECO Corporation, a ~~Georgia~~ Washington corporation (the "~~COMPANY~~Borrower"), the ~~Designated Borrowers~~ Lenders from time to time party thereto~~, each lender party thereto, JPMorgan Chase Bank, N.A., as Administrative Agent, Swing Line Lender and L/C Issuer~~, and Bank of America, N.A., as Administrative Agent, L/C Issuer and Swing Line Lender. The ~~Company~~ undersigned hereby requests a Swing Line Loan: : 1. On ~~________~~(a Business Day). -------------------------------------------------- 2. In the amount of $ . ---------------------------------- The Swing Line Borrowing requested herein complies with the requirements of the provisos to the first sentence of Section 2.04(a) of the Agreement. SAFECO CORPORATION By: --------------------------------------- Name: --------------------------------------- Title: --------------------------------------- By: ------------------------------------- Name: ------------------------------------- Title: ------------------------------------- Exhibit C FORM OF REVOLVING LOAN NOTE $--------------- --------------------- FOR VALUE RECEIVED, SAFECO CORPORATION, a Washington corporation (the "Borrower"), hereby promises to pay to the order of ___________________________ (~~a Business Day~~the "Lender")~~. 2. In~~ , on the Maturity Date (as defined in the Credit Agreement referred to below) the principal amount of $__________________~~_____. 3. The aggregate principal balance of Swing Line Loans outstanding~~ Dollars (~~after giving effect to the advance requested hereunder) is~~ $________________ (after giving effect to all repayments of the Swing Line Loans being made on such date). The Swing Line Borrowing requested herein complies with the requirements of the provisos to the first sentence of Section 2.05(a) of the Agreement. FIDELITY NATIONAL INFORMATION SERVICES, INC. By: ------------------------------------ Name: Title: ▇▇▇▇▇▇▇ ▇-▇ FORM OF TERM NOTE ___________ FOR VALUE RECEIVED, the undersigned (the "BORROWER"), ~~hereby promises to pay to _____________________~~ or ~~its registered assigns (the "TERM LENDER"), in accordance with the provisions of the Agreement (as hereinafter defined), the aggregate unpaid~~ such lesser principal amount of ~~each Term Loan made~~ Revolving Loans (as defined in such Credit Agreement) due and payable by the ~~Term Lender~~ Borrower to the ~~Borrower~~ Lender on the Maturity Date under that certain Credit ~~Agreement~~ Agreement, dated as of ~~January~~ September 18, ~~2007~~ 2002 (as amended~~, restated, amended and restated~~, extended, supplemented or otherwise modified in writing from time to time, the "~~AGREEMENT";~~ Agreement;" the terms defined therein being used herein as therein defined), among ~~Fidelity National Information Services, Inc., a Georgia corporation~~the Borrower, the ~~Designated Borrowers~~ Lenders from time to time party thereto~~, each lender party thereto, JPMorgan Chase Bank, N.A., as Administrative Agent, Swing Line Lender and L/C Issuer~~, and Bank of America, N.A., as Administrative Agent, L/C Issuer and Swing Line Lender. The Borrower promises to pay interest on the ~~aggregate~~ unpaid principal amount of each ~~Term~~ Revolving Loan ~~made by the Term Lender to the Borrower under the Agreement~~ from the date of such ~~Term~~ Revolving Loan until such principal amount is paid in full, at such interest ~~rates~~ rates, and at such times as ~~provided~~ are specified in the Agreement. All payments of principal and interest shall be made to the Administrative Agent for the account of the ~~Term~~ Lender in Dollars in immediately available ~~funds~~funds at the Administrative Agent's Office. If any amount is not paid in full when due hereunder, such unpaid amount shall bear interest, to be paid upon demand, from the due date thereof until the date of actual payment (and before as well as after judgment) computed at the per annum rate set forth in the Agreement. This ~~Term~~ Note is one of the ~~Term~~ Revolving Loan Notes referred to in the Agreement, is entitled to the benefits thereof and ~~may be prepaid~~ is subject to optional and mandatory prepayment in whole or in part ~~subject to the terms and conditions~~ as provided therein~~. This Term Note is also entitled to the benefits of the Guaranty~~. Upon the occurrence ~~and during the continuation~~ of one or more of the Events of Default specified in the Agreement, all amounts then remaining unpaid on this ~~Term~~ Note shall become, or may be declared to be, immediately due and payable all as provided in the Agreement. ~~Term~~ Revolving Loans made by the ~~Term~~ Lender shall be evidenced by one or more loan accounts or records maintained by the ~~Term~~ Lender in the ordinary course of business. The ~~Term~~ Lender may also attach schedules to this ~~Term~~ Note and endorse thereon the date, amount and maturity of its ~~Term~~ Revolving Loans and payments with respect thereto. The Borrower, for ~~itself and~~ itself, its successors and assigns, hereby waives diligence, presentment, protest and demand and notice of protest, demand, intent to accelerate, acceleration, dishonor and non-payment of this ~~Term~~ Note. THIS ~~TERM~~ NOTE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF ~~NEW YORK~~TEXAS. ~~FIDELITY NATIONAL INFORMATION SERVICES, INC.~~ SAFECO CORPORATION By: ~~------------------------------------~~ --------------------------------------- Name: ---------------------------------------- Title: TERM LOANS AND PAYMENTS WITH RESPECT THERETO Amount of Outstanding Type of Amount of End of Principal or Principal Term Loan Term Loan Interest Interest Paid Balance This Notation Date Made Made Period This Date Date Made By ------------- --------- --------- -------- ------------- ------------ -------- ▇▇▇▇▇▇▇ ▇-▇ FORM OF US DOLLAR REVOLVING CREDIT NOTE __________ FOR VALUE RECEIVED, the undersigned (the "BORROWER"), hereby promises to pay to _____________________ or registered assigns (the "US DOLLAR REVOLVING CREDIT LENDER"), in accordance with the provisions of the Agreement (as hereinafter defined), the aggregate unpaid principal amount of each US Dollar Revolving Credit Loan made by the US Dollar Revolving Credit Lender from time to time to the Borrower under that certain Credit Agreement dated as of January 18, 2007 (as amended, restated, amended and restated, extended, supplemented or otherwise modified in writing from time to time, the "AGREEMENT"; the terms defined therein being used herein as therein defined), among Fidelity National Information Services, Inc., a Georgia corporation, the Designated Borrowers from time to time party thereto, each lender 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. The Borrower promises to pay interest on the aggregate unpaid principal amount of each US Dollar Revolving Credit Loan made from time to time by the US Dollar Revolving Credit Lender to the Borrowers under the Agreement from the date of such US Dollar Revolving Credit Loan until such principal amount is paid in full, at such interest rates and at such times as provided in the Agreement. All payments of principal and interest shall be made to the Administrative Agent for the account of the US Dollar Revolving Credit Lender in Dollars and in immediately available funds. If any amount is not paid in full when due hereunder, such unpaid amount shall bear interest, to be paid upon demand, from the due date thereof until the date of actual payment (and before as well as after judgment) computed at the per annum rate set forth in the Agreement. This US Dollar Revolving Credit Note is one of the US Dollar Revolving Credit Notes referred to in the Agreement, is entitled to the benefits thereof and may be prepaid in whole or in part subject to the terms and conditions provided therein. This US Dollar Revolving Credit Note is also entitled to the benefits of the Guaranty. Upon the occurrence and during the continuation of one or more of the Events of Default specified in the Agreement, all amounts then remaining unpaid on this US Dollar Revolving Credit Note shall become, or may be declared to be, immediately due and payable all as provided in the Agreement. US Dollar Revolving Credit Loans made by the US Dollar Revolving Credit Lender shall be evidenced by one or more loan accounts or records maintained by the US Dollar Revolving Credit Lender in the ordinary course of business. The US Dollar Revolving Credit Lender may also attach schedules to this US Dollar Revolving Credit Note and endorse thereon the date, amount and maturity of its US Dollar Revolving Credit Loans and payments with respect thereto. The Borrower, for itself and its successors and assigns, hereby waives diligence, presentment, protest and demand and notice of protest, demand, dishonor and non-payment of this Revolving Credit Note. THIS US DOLLAR REVOLVING CREDIT NOTE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK. FIDELITY NATIONAL INFORMATION SERVICES, INC. --------------------------------------- By: ~~------------------------------------~~ --------------------------------------- Name: ---------------------------------------- Title: LOANS AND PAYMENTS WITH RESPECT THERETO Amount of Outstanding End of Principal or Principal Type of Amount of Interest Interest Paid Balance This Notation Date Loan Made Loan Made Period This Date Date Made By ---- --------- --------- -------- ------------- ------------ -------- ▇▇▇▇▇▇▇ ▇-▇ FORM OF MULTICURRENCY REVOLVING CREDIT NOTE __________ FOR VALUE RECEIVED, the undersigned (the "BORROWER"), hereby promises to pay to _____________________ or registered assigns (the "MULTICURRENCY REVOLVING CREDIT LENDER"), in accordance with the provisions of the Agreement (as hereinafter defined), the aggregate unpaid principal amount of each Multicurrency Revolving Credit Loan made by the Multicurrency Revolving Credit Lender from time to time to the Borrower under that certain Credit Agreement dated as of January 18, 2007 (as amended, restated, amended and restated, extended, supplemented or otherwise modified in writing from time to time, the "AGREEMENT"; the terms defined therein being used herein as therein defined), among Fidelity National Information Services, Inc., a Georgia corporation, the Designated Borrowers from time to time party thereto, each lender 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. The Borrower promises to pay interest on the aggregate unpaid principal amount of each Multicurrency Revolving Credit Loan made from time to time by the Multicurrency Revolving Credit Lender to the Borrower under the Agreement from the date of such Multicurrency Revolving Credit Loan until such principal amount is paid in full, at such interest rates and at such times as provided in the Agreement. Except as otherwise provided in Section 2.05(f) of the Agreement with respect to Swing Line Loans, all payments of principal and interest shall be made to the Administrative Agent for the account of the Multicurrency Revolving Credit Lender in the currency in which such Multicurrency Revolving Credit Loan was denominated and in Same Day Funds at the Administrative Agent's Office for such currency. If any amount is not paid in full when due hereunder, such unpaid amount shall bear interest, to be paid upon demand, from the due date thereof until the date of actual payment (and before as well as after judgment) computed at the per annum rate set forth in the Agreement. This Multicurrency Revolving Credit Note is one of the Multicurrency Revolving Credit Notes referred to in the Agreement, is entitled to the benefits thereof and may be prepaid in whole or in part subject to the terms and conditions provided therein. This Multicurrency Revolving Credit Note is also entitled to the benefits of the Guaranty. Upon the occurrence and during the continuation of one or more of the Events of Default specified in the Agreement, all amounts then remaining unpaid on this Multicurrency Revolving Credit Note shall become, or may be declared to be, immediately due and payable all as provided in the Agreement. Multicurrency Revolving Credit Loans made by the Multicurrency Revolving Credit Lender shall be evidenced by one or more loan accounts or records maintained by the Multicurrency Revolving Credit Lender in the ordinary course of business. The Multicurrency Revolving Credit Lender may also attach schedules to this Multicurrency Revolving Credit Note and endorse thereon the date, amount, currency and maturity of its Multicurrency Revolving Credit Loans and payments with respect thereto. The Borrower, for itself and its successors and assigns, hereby waives diligence, presentment, protest and demand and notice of protest, demand, dishonor and non-payment of this Multicurrency Revolving Credit Note. THIS MULTICURRENCY REVOLVING CREDIT NOTE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK. [BORROWER] By: ------------------------------------ Name: Title: LOANS AND PAYMENTS WITH RESPECT THERETO Currency Amount of Outstanding and End of Principal or Principal Type of Amount of Interest Interest Paid Balance This Notation Date Loan Made Loan Made Period This Date Date Made By ---- --------- --------- -------- ------------- ------------ -------- EXHIBIT E FORM OF COMPLIANCE CERTIFICATE Financial Statement Date: _______, ____ To: JPMorgan Chase Bank, N.A., as Administrative Agent Ladies and Gentlemen: Reference is made to that certain Credit Agreement dated as of January 18, 2007 (as amended, restated, amended and restated, extended, supplemented or otherwise modified in writing from time to time, the "AGREEMENT"; the terms defined therein being used herein as therein defined), among Fidelity National Information Services, Inc., a Georgia corporation (the "COMPANY"), the Designated Borrowers from time to time party thereto, each lender 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. The undersigned, a Specified Responsible Officer of the Company, hereby certifies as of the date hereof that he/she is the _________________ of the Company, and that, as such, he/she is authorized to execute and deliver this Compliance Certificate to the Administrative Agent on the behalf of the Company and its Restricted Subsidiaries, and hereby certifies on behalf of the Company that: [Use following paragraph 1 for fiscal year-end financial statements] 1. Attached hereto as Schedule 1 are the year-end audited financial statements required by Section 6.01(a) of the Agreement for the fiscal year of the Company and its Subsidiaries ended as of the above date, together with the report and opinion of the independent certified public accountant required by such Section. [Use following paragraph 1 for fiscal quarter financial statements]---------------------------------------

Appears in 1 contract

Sources: Credit Agreement (Safeco Corp)

Comprised of. ~~ABSOLUTE RATE OR INTEREST PERIOD EUROCURRENCY BID LOAN NO~~Competitive Loan no. ~~OFFERED BID MAXIMUM BID MARGIN* ------------ --------------- -------------- ---------------- 1 _______days/mos $_____________~~ Maturity requested Bid Maximum Absolute Rate Bid -------------------------------------------------------------------------------- (~~- +~~1) _______~~% 2 _______days/mos~~ days $~~_____________ (- +) _______% 3 _______days/mos $_____________ (- +) _______% ---------- * Expressed in multiples of 1/100th of a basis point. Contact Person:~~ __________________ _______% (2) _______days $__________________ _______% (3) _______days $__________________ _______% Contact Person: ___________ Telephone: ___________~~_________~~_ [~~NAME OF~~ LENDER/DESIGNATED BIDDER] By: ------------------------------------ Name: ---------------------------------- Title: ****************************************************************** THIS SECTION IS TO BE COMPLETED BY THE COMPANY IF IT WISHES TO ACCEPT ANY OFFERS CONTAINED IN THIS COMPETITIVE BID--------------------------------- Accepted as of: The offers made above are hereby accepted in the amounts set forth below: PRINCIPAL AMOUNT BID LOAN NO. ACCEPTED ------------ ---------------- $_______________ $_______________ $_______________ FIDELITY NATIONAL INFORMATION SERVICES, INC. By: --------------------------------- Name: Title: Date: _________ EXHIBIT C FORM OF SWING LINE LOAN NOTICE Date: ____________, _____ To: JPMorgan Chase Bank, N.A., as Swing Line Lender and Administrative Agent Bank of America, N.A., as Swing Line Lender Ladies and Gentlemen: Reference is made to the Credit Agreement dated as of January 18, 2007 (as amended, restated, amended and restated, extended, supplemented or otherwise modified in writing from time to time, the "AGREEMENT"; the terms defined therein being used herein as therein defined), among Fidelity National Information Services, Inc., a Georgia corporation (the "COMPANY"), the Designated Borrowers from time to time party thereto, each lender 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. The Company hereby requests a Swing Line Loan: 1. On ___________________________________ ~~(a Business Day). 2. In the amount of $_______________________. 3. The aggregate principal balance of Swing Line Loans outstanding (after giving effect to the advance requested hereunder) is~~ [Effective Date] BANK OF AMERICA, N.A., as Administrative Agent By: ------------------------------------ Name: ---------------------------------- Title: --------------------------------- EXHIBIT E-3 FORM OF COMPETITIVE LOAN NOTE $________________ (after giving effect to all repayments of the Swing Line Loans being made on such date). The Swing Line Borrowing requested herein complies with the requirements of the provisos to the first sentence of Section 2.05(a) of the Agreement. FIDELITY NATIONAL INFORMATION SERVICES, INC. By: ------------------------------------ Name: Title: ▇▇▇▇▇▇▇ ▇-▇ FORM OF TERM NOTE _____________________ FOR VALUE RECEIVED, the undersigned (the "BORROWER"), hereby promises to pay to the order of ________________________ ~~or its registered assigns~~ (the "~~TERM~~ LENDER"), ~~in accordance with the provisions of the Agreement (as hereinafter defined),~~ the aggregate ~~unpaid~~ principal amount of ~~each Term Loan~~ all Competitive Loans from time to time made by ~~the Term~~ Lender to ~~the~~ Borrower under that certain Credit ~~Agreement~~ Agreement, dated as of ~~January 18~~October 14, ~~2007~~ 1999 (as amended, ~~restated, amended and~~ restated, extended, supplemented or otherwise modified in writing from time to time, the "CREDIT AGREEMENT"~~; the terms defined therein being used herein as therein defined~~), among ~~Fidelity National Information Services~~Longs Drug Stores California, Inc., a ~~Georgia~~ California corporation, ("BORROWER"), the ~~Designated Borrowers~~ Lenders from time to time party thereto, ~~each lender 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~~Administrative Agent Terms defined in the Credit Agreement are used herein as therein defined. ~~The~~ Borrower promises to pay interest on the ~~aggregate~~ unpaid principal amount of each ~~Term~~ Competitive Loan ~~made by the Term Lender to the Borrower under the Agreement~~ from the date of such ~~Term~~ Competitive Loan until such principal amount is paid in full, at such interest ~~rates~~ rates, and payable at such times as provided in the Credit Agreement. All payments of principal and interest shall be made to ~~the~~ Administrative Agent for the account of ~~the Term~~ Lender in ~~Dollars~~ United States dollars in immediately available ~~funds~~funds at Administrative Agent's Payment office. If any amount is not paid in full when due hereunder, such unpaid amount shall bear interest, to be paid upon demand, from the due date thereof until the date of actual payment (and before as well as after judgment) computed at the per annum rate set forth in the Credit Agreement. This ~~Term~~ Note is one of the ~~Term Notes~~ "COMPETITIVE LOAN NOTES" referred to in the Credit Agreement, . Reference is ~~entitled~~ hereby made to the ~~benefits thereof~~ Credit Agreement for rights and ~~may be prepaid in whole or in part subject~~ obligations of payment and prepayment, events of default and the right of Lender to accelerate the ~~terms and conditions provided therein. This Term Note is also entitled to the benefits of the Guaranty. Upon~~ maturity hereof upon the occurrence ~~and during the continuation~~ of one or more of the Events of Default specified in the Agreement, all amounts then remaining unpaid on this Term Note shall become, or may be declared to be, immediately due and payable all as provided in the Agreementsuch events. ~~Term~~ Competitive Loans made by ~~the Term~~ Lender shall be evidenced by one or more loan accounts or records maintained by ~~the Term~~ Lender in the ordinary course of business. ~~The Term~~ Lender may also attach schedules to this ~~Term~~ Note and endorse thereon the date, amount and maturity of its ~~Term~~ Competitive Loans and payments with respect thereto. ~~The~~ Borrower, for ~~itself and~~ itself, its successors and assigns, hereby waives diligence, presentment, protest and demand and notice of protest, demand, dishonor and non-payment of this ~~Term~~ Note. Borrower agrees to pay all collection expenses, court costs and Attorney Costs (whether or not litigation is commenced) which may be incurred by Lender in connection with the collection or enforcement of this Note. THIS ~~TERM~~ NOTE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF ~~NEW YORK~~CALIFORNIA. ~~FIDELITY NATIONAL INFORMATION SERVICES~~LONGS DRUG STORES CALIFORNIA, INC. By: ------------------------------------ Name: ---------------------------------- Title: TERM LOANS AND PAYMENTS WITH RESPECT THERETO Amount of Outstanding Type of Amount of End of Principal or Principal Term Loan Term Loan Interest Interest Paid Balance This Notation Date Made Made Period This Date Date Made By ------------- --------- --------- -------- ------------- ------------ -------- ▇▇▇▇▇▇▇ ▇-▇ --------------------------------- EXHIBIT E-4 FORM OF ~~US DOLLAR REVOLVING CREDIT NOTE~~ COMPETITIVE LOAN DESIGNATED BIDDER JOINDER AGREEMENT Date: _~~_________ FOR VALUE RECEIVED, the undersigned (the "BORROWER"), hereby promises to pay to~~ _____________________ ~~or registered assigns (the "US DOLLAR REVOLVING CREDIT LENDER")~~To: Bank of America, ~~in accordance with the provisions of the Agreement (~~N.A., as ~~hereinafter defined), the aggregate unpaid principal amount of each US Dollar Revolving Credit Loan~~ Administrative Agent Ladies and Gentlemen: Reference is made ~~by the US Dollar Revolving Credit Lender from time~~ to ~~time to the Borrower under~~ that certain Credit ~~Agreement~~ Agreement, dated as of ~~January 18~~October 14, ~~2007~~ 1999 (as amended, ~~restated, amended and~~ restated, extended, supplemented or otherwise modified in writing from time to time, the "CREDIT AGREEMENT"~~; the terms defined therein being used herein as therein defined~~), among ~~Fidelity National Information Services~~Longs Drug Stores California, Inc., a ~~Georgia~~ California corporation, ("BORROWER"), the ~~Designated Borrowers~~ Lenders from time to time party thereto, ~~each lender 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~~Administrative Agent. Terms defined in the Credit Agreement are used herein as therein defined. The ~~Borrower promises to pay interest on the aggregate unpaid principal amount of each US Dollar Revolving Credit Loan made from time to time by the US Dollar Revolving Credit~~ undersigned Lender ~~to the Borrowers under the Agreement from the date of such US Dollar Revolving Credit Loan until such principal amount is paid in full, at such interest rates~~ and at such times as provided in the Agreement. All payments of principal and interest shall be made to the Administrative Agent for the account of the US Dollar Revolving Credit Lender in Dollars and in immediately available funds. If any amount is not paid in full when due hereunder, such unpaid amount shall bear interest, to be paid upon demand, from the due date thereof until the date of actual payment (and before as well as after judgment) computed at the per annum rate set forth in the Agreement. This US Dollar Revolving Credit Note is one of the US Dollar Revolving Credit Notes referred to in the Agreement, is entitled to the benefits thereof and may be prepaid in whole or in part subject to the terms and conditions provided therein. This US Dollar Revolving Credit Note is also entitled to the benefits of the Guaranty. Upon the occurrence and during the continuation of one or more of the Events of Default specified in the Agreement, all amounts then remaining unpaid on this US Dollar Revolving Credit Note shall become, or may be declared to be, immediately due and payable all as provided in the Agreement. US Dollar Revolving Credit Loans made by the US Dollar Revolving Credit Lender shall be evidenced by one or more loan accounts or records maintained by the US Dollar Revolving Credit Lender in the ordinary course of business. The US Dollar Revolving Credit Lender may also attach schedules to this US Dollar Revolving Credit Note and endorse thereon the date, amount and maturity of its US Dollar Revolving Credit Loans and payments with respect thereto. The Borrower, for itself and its successors and assigns, hereby waives diligence, presentment, protest and demand and notice of protest, demand, dishonor and non-payment of this Revolving Credit Note. THIS US DOLLAR REVOLVING CREDIT NOTE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK. FIDELITY NATIONAL INFORMATION SERVICES, INC. By: ------------------------------------ Name: Title: LOANS AND PAYMENTS WITH RESPECT THERETO Amount of Outstanding End of Principal or Principal Type of Amount of Interest Interest Paid Balance This Notation Date Loan Made Loan Made Period This Date Date Made By ---- --------- --------- -------- ------------- ------------ -------- ▇▇▇▇▇▇▇ ▇-▇ FORM OF MULTICURRENCY REVOLVING CREDIT NOTE __________ FOR VALUE RECEIVED, the undersigned (the "BORROWER"), hereby promises to pay to _____________________ ~~or registered assigns~~ (the "~~MULTICURRENCY REVOLVING CREDIT LENDER~~COMPETITIVE LOAN DESIGNATED BIDDER")) agree as follows: 1. Lender hereby designates the Competitive Loan Designated Bidder, and the Competitive Loan Designated Bidder hereby accepts such designation, to have a right to make Competitive Loans pursuant to SECTION 2.03(l) of the Credit Agreement. 2. Lender makes no representation or warranty and assumes no responsibility with respect to (a) any statements, warranties or representations made in or in connection with the Credit Agreement or the execution, legality, validity, enforceability, genuineness, sufficiency or value of the Credit Agreement or any other instrument or document furnished pursuant thereto, or (b) the financial condition of Borrower or the performance or observance by Borrower of any of its obligations under the Credit Agreement or any other instrument or document furnished pursuant thereto. 3. The Competitive Loan Designated Bidder (a) confirms that it has received a copy of the Credit Agreement, together with copies of the most recent financial statements delivered thereunder and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Designation Agreement; (b) recognizes that Lender may have material information in its possession which it has not disclosed to the Competitive Loan Designated Bidder, and agrees that Lender is under no obligation to disclose such or any information; (c) agrees that it will, independently and without reliance upon Administrative Agent, Lender or any other Lender 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; (d) confirms that it is an entity qualified to be a Competitive Loan Designated Bidder; (e) appoints and authorizes Administrative Agent to take such action as agent on its behalf and to exercise such powers under the Credit Agreement as are delegated to Administrative Agent by the terms thereof, together with such powers as are reasonably incidental thereto; (f) agrees that it will perform in accordance with ~~the provisions~~ their terms all of the ~~Agreement (as hereinafter defined), the aggregate unpaid principal amount of each Multicurrency Revolving Credit Loan made~~ obligations which by the ~~Multicurrency Revolving Credit Lender from time to time to~~ terms of the ~~Borrower under that certain~~ Credit Agreement ~~dated~~ are required to be performed by it as ~~of January 18, 2007~~ a Competitive Loan Designated Bidder; and (g) specifies as ~~amended, restated, amended and restated, extended, supplemented or otherwise modified in writing from time to time,~~ its Lending Office the "AGREEMENT"; the terms defined therein being used herein as therein defined), among Fidelity National Information Services, Inc., a Georgia corporation, the Designated Borrowers from time to time party thereto, each lender 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. The Borrower promises to pay interest office set forth on the aggregate unpaid principal amount of each Multicurrency Revolving Credit Loan made from time to time by the Multicurrency Revolving Credit Lender to the Borrower under the Agreement from the date of such Multicurrency Revolving Credit Loan until such principal amount is paid in full, at such interest rates and at such times as provided in the Agreement. Except as otherwise provided in Section 2.05(f) of the Agreement with respect to Swing Line Loans, all payments of principal and interest shall be made to the Administrative Agent for the account of the Multicurrency Revolving Credit Lender in the currency in which such Multicurrency Revolving Credit Loan was denominated and in Same Day Funds at the Administrative Agent's Office for such currency. If any amount is not paid in full when due hereunder, such unpaid amount shall bear interest, to be paid upon demand, from the due date thereof until the date of actual payment (and before as well as after judgment) computed at the per annum rate set forth in the Agreement. This Multicurrency Revolving Credit Note is one of the Multicurrency Revolving Credit Notes referred to in the Agreement, is entitled to the benefits thereof and may be prepaid in whole or in part subject to the terms and conditions provided therein. This Multicurrency Revolving Credit Note is also entitled to the benefits of the Guaranty. Upon the occurrence and during the continuation of one or more of the Events of Default specified in the Agreement, all amounts then remaining unpaid on this Multicurrency Revolving Credit Note shall become, or may be declared to be, immediately due and payable all as provided in the Agreement. Multicurrency Revolving Credit Loans made by the Multicurrency Revolving Credit Lender shall be evidenced by one or more loan accounts or records maintained by the Multicurrency Revolving Credit Lender in the ordinary course of business. The Multicurrency Revolving Credit Lender may also attach schedules to this Multicurrency Revolving Credit Note and endorse thereon the date, amount, currency and maturity of its Multicurrency Revolving Credit Loans and payments with respect thereto. The Borrower, for itself and its successors and assigns, hereby waives diligence, presentment, protest and demand and notice of protest, demand, dishonor and non-payment of this Multicurrency Revolving Credit Note. THIS MULTICURRENCY REVOLVING CREDIT NOTE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK. [BORROWER] By: ------------------------------------ Name: Title: LOANS AND PAYMENTS WITH RESPECT THERETO Currency Amount of Outstanding and End of Principal or Principal Type of Amount of Interest Interest Paid Balance This Notation Date Loan Made Loan Made Period This Date Date Made By ---- --------- --------- -------- ------------- ------------ -------- EXHIBIT E FORM OF COMPLIANCE CERTIFICATE Financial Statement Date: _______, ____ To: JPMorgan Chase Bank, N.A., as Administrative Agent Ladies and Gentlemen: Reference is made to that certain Credit Agreement dated as of January 18, 2007 (as amended, restated, amended and restated, extended, supplemented or otherwise modified in writing from time to time, the "AGREEMENT"; the terms defined therein being used herein as therein defined), among Fidelity National Information Services, Inc., a Georgia corporation (the "COMPANY"), the Designated Borrowers from time to time party thereto, each lender 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. The undersigned, a Specified Responsible Officer of the Company, hereby certifies as of the date hereof that he/she is the _________________ of the Company, and that, as such, he/she is authorized to execute and deliver this Compliance Certificate to the Administrative Agent on the behalf of the Company and its Restricted Subsidiaries, and hereby certifies on behalf of the Company that: [Use following paragraph 1 for fiscal year-end financial statements] 1. Attached hereto as Schedule 1 are the year-end audited financial statements required by Section 6.01(a) of the Agreement for the fiscal year of the Company and its Subsidiaries ended as of the above date, together with the report and opinion of the independent certified public accountant required by such Section. [Use following paragraph 1 for fiscal quarter financial statements]attachment hereto.

Appears in 1 contract

Sources: Credit Agreement (Longs Drug Stores Corp)

Comprised of. ~~ABSOLUTE RATE OR INTEREST PERIOD EUROCURRENCY BID LOAN NO~~Bid Loan No. ~~OFFERED BID MAXIMUM BID MARGIN~~Interest Period offered Bid Maximum Absolute Rate Bid or Eurocurrency Margin Bid* ------------ --------------- -------------- ---------------- 1 _______days/mos $_____________ (- +) _______% 2 _______days/mos $_____________ (- +) _______% 3 _______days/mos $_____________ (- +) _______% ---------- * Expressed in multiples of 1/100th of a basis point. Contact Person: _____________________________ Telephone: _____________________ Currency [~~NAME OF~~ LENDER] By: ------------------------------------ Name: Title: ****************************************************************** THIS SECTION IS TO BE COMPLETED BY THE COMPANY IF IT WISHES TO ACCEPT ANY OFFERS CONTAINED IN THIS COMPETITIVE BID: The offers made above are hereby accepted in the amounts set forth below: PRINCIPAL AMOUNT BID LOAN NO. ACCEPTED ------------ ---------------- $_______________ $_______________ $_______________ FIDELITY NATIONAL INFORMATION SERVICES, INC. By: --------------------------------- Name: Title: Date: _________ EXHIBIT C FORM OF SWING LINE LOAN NOTICE Date: ____________, _____ To: JPMorgan Chase Bank, N.A., as Swing Line Lender and Administrative Agent Bank of America, N.A., as Swing Line Lender Ladies and Gentlemen: Reference is made to the Credit Agreement dated as of January 18, 2007 (as amended, restated, amended and restated, extended, supplemented or otherwise modified in writing from time to time, the "AGREEMENT"; the terms defined therein being used herein as therein defined), among Fidelity National Information Services, Inc., a Georgia corporation (the "COMPANY"), the Designated Borrowers from time to time party thereto, each lender 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. The Company hereby requests a Swing Line Loan:] 1. On ~~________~~___________________________ (a Business Day). 2. In the amount of $Cdn$_______________. 3. No Default, Event of Default or Senior Note Indenture Default exists, or will result from the proposed extension of a Canadian Dollar Swing Line Loan or from the application of the proceeds thereof. The Swing Line Borrowing requested herein complies with the requirements of the provisos to the first sentence of Section 2.05(c)(i) of the Agreement. HOST HOTELS & RESORTS, L.P. By: Host Hotels & Resorts, Inc. Name: Title: Date: ___________, _____ To: [Bank of America, N.A. London Branch] [JPMorgan Chase Bank, N.A.] [▇▇▇▇▇ Fargo Bank, N.A.], as Swing Line Lender Bank of America, N.A., as Administrative Agent Ladies and Gentlemen: Reference is made to that certain Fifth Amended and Restated Credit Agreement, dated as of August 1, 2019 (as amended, restated, extended, supplemented or otherwise modified in writing from time to time, the “Agreement;” the terms defined therein being used herein as therein defined), among Host Hotels & Resorts, L.P. (the “Company”), the Designated Borrowers from time to time party thereto, the Lenders from time to time party thereto, and Bank of America, N.A., as Administrative Agent, an L/C Issuer and a Swing Line Lender. The undersigned hereby requests a Euro/Sterling Swing Line Loan: 1. On ___________________________ (a Business Day). 32. ~~The aggregate principal balance~~ In the amount of ~~Swing Line Loans outstanding (after giving effect to the advance requested hereunder) is $~~[Euro][ Sterling] _______________~~_ (after giving effect to all repayments~~ . 3. No Default, Event of Default or Senior Note Indenture Default exists, or will result from the proposed extension of a Euro/Sterling Swing Line Loan or from the application of the ~~Swing Line Loans being made on such date)~~proceeds thereof. The Swing Line Borrowing requested herein complies with the requirements of the provisos to the first sentence of Section ~~2.05(a~~2.05(d)(i) of the Agreement. ~~FIDELITY NATIONAL INFORMATION SERVICES~~HOST HOTELS & RESORTS, ~~INC.~~ L.P. By: ~~------------------------------------~~ Host Hotels & Resorts, Inc. Name: Title: ▇▇▇▇ ▇▇ ▇▇▇▇ ▇-▇ ~~FORM OF TERM NOTE ___________ FOR VALUE RECEIVED, the undersigned (the "BORROWER"), hereby promises to pay to~~ LOAN NOTICE Date: ___________~~_____~~, _____ ~~or its registered assigns (the "TERM LENDER")~~To: Bank of America, ~~in accordance with the provisions of the Agreement (~~N.A., as ~~hereinafter defined), the aggregate unpaid principal amount of each Term Loan~~ Administrative Agent Ladies and Gentlemen: Reference is made ~~by the Term Lender~~ to ~~the Borrower under~~ that certain Fifth Amended and Restated Credit ~~Agreement~~ Agreement, dated as of ~~January 18~~August 1, ~~2007~~ 2019 (as amended, ~~restated, amended and~~ restated, extended, supplemented or otherwise modified in writing from time to time, the ~~"AGREEMENT";~~ “Agreement;” the terms defined therein being used herein as therein defined), among ~~Fidelity National Information Services~~Host Hotels & Resorts, ~~Inc.~~L.P., a Georgia corporation, the Designated Borrowers from time to time party thereto, each lender 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. The Borrower promises to pay interest on the aggregate unpaid principal amount of each Term Loan made by the Term Lender to the Borrower under the Agreement from the date of such Term Loan until such principal amount is paid in full, at such interest rates and at such times as provided in the Agreement. All payments of principal and interest shall be made to the Administrative Agent for the account of the Term Lender in Dollars in immediately available funds. If any amount is not paid in full when due hereunder, such unpaid amount shall bear interest, to be paid upon demand, from the due date thereof until the date of actual payment (and before as well as after judgment) computed at the per annum rate set forth in the Agreement. This Term Note is one of the Term Notes referred to in the Agreement, is entitled to the benefits thereof and may be prepaid in whole or in part subject to the terms and conditions provided therein. This Term Note is also entitled to the benefits of the Guaranty. Upon the occurrence and during the continuation of one or more of the Events of Default specified in the Agreement, all amounts then remaining unpaid on this Term Note shall become, or may be declared to be, immediately due and payable all as provided in the Agreement. Term Loans made by the Term Lender shall be evidenced by one or more loan accounts or records maintained by the Term Lender in the ordinary course of business. The Term Lender may also attach schedules to this Term Note and endorse thereon the date, amount and maturity of its Term Loans and payments with respect thereto. The Borrower, for itself and its successors and assigns, hereby waives diligence, presentment, protest and demand and notice of protest, demand, dishonor and non-payment of this Term Note. THIS TERM NOTE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK. FIDELITY NATIONAL INFORMATION SERVICES, INC. By: ------------------------------------ Name: Title: TERM LOANS AND PAYMENTS WITH RESPECT THERETO Amount of Outstanding Type of Amount of End of Principal or Principal Term Loan Term Loan Interest Interest Paid Balance This Notation Date Made Made Period This Date Date Made By ------------- --------- --------- -------- ------------- ------------ -------- ▇▇▇▇▇▇▇ ▇-▇ FORM OF US DOLLAR REVOLVING CREDIT NOTE __________ FOR VALUE RECEIVED, the undersigned Delaware limited partnership (the "BORROWER"), hereby promises to pay to _____________________ or registered assigns (the "US DOLLAR REVOLVING CREDIT LENDER"), in accordance with the provisions of the Agreement (as hereinafter defined), the aggregate unpaid principal amount of each US Dollar Revolving Credit Loan made by the US Dollar Revolving Credit Lender from time to time to the Borrower under that certain Credit Agreement dated as of January 18, 2007 (as amended, restated, amended and restated, extended, supplemented or otherwise modified in writing from time to time, the "AGREEMENT"; the terms defined therein being used herein as therein defined), among Fidelity National Information Services, Inc., a Georgia corporation, the Designated Borrowers from time to time party thereto, each lender 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. The Borrower promises to pay interest on the aggregate unpaid principal amount of each US Dollar Revolving Credit Loan made from time to time by the US Dollar Revolving Credit Lender to the Borrowers under the Agreement from the date of such US Dollar Revolving Credit Loan until such principal amount is paid in full, at such interest rates and at such times as provided in the Agreement. All payments of principal and interest shall be made to the Administrative Agent for the account of the US Dollar Revolving Credit Lender in Dollars and in immediately available funds. If any amount is not paid in full when due hereunder, such unpaid amount shall bear interest, to be paid upon demand, from the due date thereof until the date of actual payment (and before as well as after judgment) computed at the per annum rate set forth in the Agreement. This US Dollar Revolving Credit Note is one of the US Dollar Revolving Credit Notes referred to in the Agreement, is entitled to the benefits thereof and may be prepaid in whole or in part subject to the terms and conditions provided therein. This US Dollar Revolving Credit Note is also entitled to the benefits of the Guaranty. Upon the occurrence and during the continuation of one or more of the Events of Default specified in the Agreement, all amounts then remaining unpaid on this US Dollar Revolving Credit Note shall become, or may be declared to be, immediately due and payable all as provided in the Agreement. US Dollar Revolving Credit Loans made by the US Dollar Revolving Credit Lender shall be evidenced by one or more loan accounts or records maintained by the US Dollar Revolving Credit Lender in the ordinary course of business. The US Dollar Revolving Credit Lender may also attach schedules to this US Dollar Revolving Credit Note and endorse thereon the date, amount and maturity of its US Dollar Revolving Credit Loans and payments with respect thereto. The Borrower, for itself and its successors and assigns, hereby waives diligence, presentment, protest and demand and notice of protest, demand, dishonor and non-payment of this Revolving Credit Note. THIS US DOLLAR REVOLVING CREDIT NOTE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK. FIDELITY NATIONAL INFORMATION SERVICES, INC. By: ------------------------------------ Name: Title: LOANS AND PAYMENTS WITH RESPECT THERETO Amount of Outstanding End of Principal or Principal Type of Amount of Interest Interest Paid Balance This Notation Date Loan Made Loan Made Period This Date Date Made By ---- --------- --------- -------- ------------- ------------ -------- ▇▇▇▇▇▇▇ ▇-▇ FORM OF MULTICURRENCY REVOLVING CREDIT NOTE __________ FOR VALUE RECEIVED, the undersigned (the "BORROWER"), hereby promises to pay to _____________________ or registered assigns (the "MULTICURRENCY REVOLVING CREDIT LENDER"), in accordance with the provisions of the Agreement (as hereinafter defined), the aggregate unpaid principal amount of each Multicurrency Revolving Credit Loan made by the Multicurrency Revolving Credit Lender from time to time to the Borrower under that certain Credit Agreement dated as of January 18, 2007 (as amended, restated, amended and restated, extended, supplemented or otherwise modified in writing from time to time, the "AGREEMENT"; the terms defined therein being used herein as therein defined), among Fidelity National Information Services, Inc., a Georgia corporation, the Designated Borrowers from time to time party thereto, each lender 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. The Borrower promises to pay interest on the aggregate unpaid principal amount of each Multicurrency Revolving Credit Loan made from time to time by the Multicurrency Revolving Credit Lender to the Borrower under the Agreement from the date of such Multicurrency Revolving Credit Loan until such principal amount is paid in full, at such interest rates and at such times as provided in the Agreement. Except as otherwise provided in Section 2.05(f) of the Agreement with respect to Swing Line Loans, all payments of principal and interest shall be made to the Administrative Agent for the account of the Multicurrency Revolving Credit Lender in the currency in which such Multicurrency Revolving Credit Loan was denominated and in Same Day Funds at the Administrative Agent's Office for such currency. If any amount is not paid in full when due hereunder, such unpaid amount shall bear interest, to be paid upon demand, from the due date thereof until the date of actual payment (and before as well as after judgment) computed at the per annum rate set forth in the Agreement. This Multicurrency Revolving Credit Note is one of the Multicurrency Revolving Credit Notes referred to in the Agreement, is entitled to the benefits thereof and may be prepaid in whole or in part subject to the terms and conditions provided therein. This Multicurrency Revolving Credit Note is also entitled to the benefits of the Guaranty. Upon the occurrence and during the continuation of one or more of the Events of Default specified in the Agreement, all amounts then remaining unpaid on this Multicurrency Revolving Credit Note shall become, or may be declared to be, immediately due and payable all as provided in the Agreement. Multicurrency Revolving Credit Loans made by the Multicurrency Revolving Credit Lender shall be evidenced by one or more loan accounts or records maintained by the Multicurrency Revolving Credit Lender in the ordinary course of business. The Multicurrency Revolving Credit Lender may also attach schedules to this Multicurrency Revolving Credit Note and endorse thereon the date, amount, currency and maturity of its Multicurrency Revolving Credit Loans and payments with respect thereto. The Borrower, for itself and its successors and assigns, hereby waives diligence, presentment, protest and demand and notice of protest, demand, dishonor and non-payment of this Multicurrency Revolving Credit Note. THIS MULTICURRENCY REVOLVING CREDIT NOTE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK. [BORROWER] By: ------------------------------------ Name: Title: LOANS AND PAYMENTS WITH RESPECT THERETO Currency Amount of Outstanding and End of Principal or Principal Type of Amount of Interest Interest Paid Balance This Notation Date Loan Made Loan Made Period This Date Date Made By ---- --------- --------- -------- ------------- ------------ -------- EXHIBIT E FORM OF COMPLIANCE CERTIFICATE Financial Statement Date: _______, ____ To: JPMorgan Chase Bank, N.A., as Administrative Agent Ladies and Gentlemen: Reference is made to that certain Credit Agreement dated as of January 18, 2007 (as amended, restated, amended and restated, extended, supplemented or otherwise modified in writing from time to time, the "AGREEMENT"; the terms defined therein being used herein as therein defined), among Fidelity National Information Services, Inc., a Georgia corporation (the "COMPANY"“Company”), the Designated Borrowers from time to time party thereto, ~~each lender~~ the Lenders 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 Administrative Agent, an L/C Issuer and a Swing Line Lender. The ~~undersigned, a Specified Responsible Officer~~ Company hereby requests (select one): ☐ A Borrowing of ~~the Company, hereby certifies as~~ Term A-1 Loans ☐ A conversion of ~~the date hereof that he/she is the _________________~~ Term A-1 Loans ☐ A continuation of the Company, and that, as such, he/she is authorized to execute and deliver this Compliance Certificate to the Administrative Agent on the behalf of the Company and its Restricted Subsidiaries, and hereby certifies on behalf of the Company that: [Use following paragraph 1 for fiscal year-end financial statements] 1. Attached hereto as Schedule 1 are the year-end audited financial statements required by Section 6.01(a) of the Agreement for the fiscal year of the Company and its Subsidiaries ended as of the above date, together with the report and opinion of the independent certified public accountant required by such Section. [Use following paragraph 1 for fiscal quarter financial statements]Eurocurrency Rate Term Loans

Appears in 1 contract

Sources: Credit Agreement (Host Hotels & Resorts L.P.)

Comprised of. [ ] Bid Loans based on an [ ] Bid Loans based on Base [ ] Bid Loans based on Absolute Rate Rate Eurocurrency Rate ABSOLUTE RATE BID, BASE RATE BID OR INTEREST PERIOD EUROCURRENCY ALTERNATIVE BID LOAN NO. OFFERED BID MAXIMUM ~~BID MARGIN~~MARGIN BID* CURRENCY OFFERED ------------ ~~--------------- --------------~~ ---------------- ----------- ------------------ ---------------- 1 ________ days/mos $~~___~~__________ (- +) _______% 2 ________ days/mos $~~___~~__________ (- +) _______% 3 ________ days/mos $~~___~~__________ (- +) _______% ~~----------~~ ----------------- * Expressed in multiples of 1/100th of a basis point. B-2-1 Form of Competitive Bid Contact Person: _____________________________ Telephone: _____________________ [~~NAME OF~~ LENDER] By: ~~------------------------------------~~ ______________________________________ Name: ____________________________________ Title: ___________________________________ ******************************************************************************** B-2-2 Form of Competitive Bid THIS SECTION IS TO BE COMPLETED BY THE COMPANY IF IT WISHES TO ACCEPT ANY OFFERS CONTAINED IN THIS COMPETITIVE BID: The offers made above are hereby accepted in the amounts set forth below: ~~PRINCIPAL AMOUNT~~ BID LOAN NO. PRINCIPAL AMOUNT ACCEPTED ------------ ~~---------------- $~~------------------------- $ $ $ STARBUCKS CORPORATION By: __________________________________ $Name: ________________________________ $Title: _______________________________ ~~FIDELITY NATIONAL INFORMATION SERVICES, INC. By: --------------------------------- Name: Title:~~ Date: ________________________________ EXHIBIT C FORM OF SWING LINE LOAN NOTICE Date: ____________, _____ To: ~~JPMorgan Chase Bank, N.A., as Swing Line Lender and Administrative Agent~~ Bank of America, N.A., as Swing Line Lender Bank of America, N.A., as Administrative Agent Ladies and Gentlemen: Reference is made to ~~the~~ that certain Credit ~~Agreement~~ Agreement, dated as of ~~January 18~~August 12, ~~2007~~ 2005 (as amended, ~~restated, amended and~~ restated, extended, supplemented or otherwise modified in writing from time to time, the "~~AGREEMENT";~~ Agreement;" the terms defined therein being used herein as therein defined), among ~~Fidelity National Information Services, Inc.~~Starbucks Corporation, a ~~Georgia~~ Washington corporation (the "~~COMPANY~~Company"), the ~~Designated Borrowers~~ Lenders from time to time party thereto~~, each lender party thereto, JPMorgan Chase Bank, N.A., as Administrative Agent, Swing Line Lender and L/C Issuer~~, and Bank of America, N.A., as Administrative Agent, L/C Issuer and Swing Line Lender. The ~~Company~~ undersigned hereby requests a Swing Line Loan: 1. On ________________________~~__________~~_ (a Business ~~Day~~Day on which the funds will be available to the Company). 2. In the amount of $_______________________. 3. The aggregate principal balance of Swing Line Loans outstanding (after giving effect to the advance requested hereunder) is $________________ (after giving effect to all repayments of the Swing Line Loans being made on such date). The Swing Line Borrowing requested herein complies with the requirements of the provisos to the first sentence of Section 2.05(a) of the Agreement. ~~FIDELITY NATIONAL INFORMATION SERVICES, INC.~~ STARBUCKS CORPORATION By: ~~------------------------------------ Name: Title: ▇▇▇▇▇▇▇ ▇-▇ FORM OF TERM NOTE~~ __________~~_ FOR VALUE RECEIVED, the undersigned (the "BORROWER"), hereby promises to pay to~~ ____________________________ ~~or its registered assigns (the "TERM LENDER"), in accordance with the provisions~~ Name: ____________________________________ Title: ___________________________________ C-1 Form of the Agreement (as hereinafter defined), the aggregate unpaid principal amount of each Term Loan made by the Term Lender to the Borrower under that certain Credit Agreement dated as of January 18, 2007 (as amended, restated, amended and restated, extended, supplemented or otherwise modified in writing from time to time, the "AGREEMENT"; the terms defined therein being used herein as therein defined), among Fidelity National Information Services, Inc., a Georgia corporation, the Designated Borrowers from time to time party thereto, each lender 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. The Borrower promises to pay interest on the aggregate unpaid principal amount of each Term~~ Loan made by the Term Lender to the Borrower under the Agreement from the date of such Term Loan until such principal amount is paid in full, at such interest rates and at such times as provided in the Agreement. All payments of principal and interest shall be made to the Administrative Agent for the account of the Term Lender in Dollars in immediately available funds. If any amount is not paid in full when due hereunder, such unpaid amount shall bear interest, to be paid upon demand, from the due date thereof until the date of actual payment (and before as well as after judgment) computed at the per annum rate set forth in the Agreement. This Term Note is one of the Term Notes referred to in the Agreement, is entitled to the benefits thereof and may be prepaid in whole or in part subject to the terms and conditions provided therein. This Term Note is also entitled to the benefits of the Guaranty. Upon the occurrence and during the continuation of one or more of the Events of Default specified in the Agreement, all amounts then remaining unpaid on this Term Note shall become, or may be declared to be, immediately due and payable all as provided in the Agreement. Term Loans made by the Term Lender shall be evidenced by one or more loan accounts or records maintained by the Term Lender in the ordinary course of business. The Term Lender may also attach schedules to this Term Note and endorse thereon the date, amount and maturity of its Term Loans and payments with respect thereto. The Borrower, for itself and its successors and assigns, hereby waives diligence, presentment, protest and demand and notice of protest, demand, dishonor and non-payment of this Term Note. THIS TERM NOTE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK. FIDELITY NATIONAL INFORMATION SERVICES, INC. By: ------------------------------------ Name: Title: TERM LOANS AND PAYMENTS WITH RESPECT THERETO Amount of Outstanding Type of Amount of End of Principal or Principal Term Loan Term Loan Interest Interest Paid Balance This Notation Date Made Made Period This Date Date Made By ------------- --------- --------- -------- ------------- ------------ -------- ▇▇▇▇▇▇▇ ▇-▇ Notice EXHIBIT D FORM OF ~~US DOLLAR REVOLVING CREDIT~~ NOTE __________ ______, 2005 FOR VALUE RECEIVED, the undersigned (the "~~BORROWER~~Company"), ) hereby promises to pay to _____________________ or registered assigns (the "~~US DOLLAR REVOLVING CREDIT LENDER~~Lender"), in accordance with the provisions of the Agreement (as hereinafter defined), the ~~aggregate unpaid~~ principal amount of each ~~US Dollar Revolving Credit~~ Loan ~~made by the US Dollar Revolving Credit Lender~~ from time to time made by the Lender to the ~~Borrower~~ Company under that certain Credit ~~Agreement~~ Agreement, dated as of ~~January 18~~August 12, ~~2007~~ 2005 (as amended, ~~restated, amended and~~ restated, extended, supplemented or otherwise modified in writing from time to time, the "~~AGREEMENT";~~ Agreement;" the terms defined therein being used herein as therein defined), among ~~Fidelity National Information Services, Inc., a Georgia corporation~~the Company, the ~~Designated Borrowers~~ Lenders from time to time party thereto~~, each lender party thereto, JPMorgan Chase Bank, N.A., as Administrative Agent, Swing Line Lender and L/C Issuer~~, and Bank of America, N.A., as Administrative Agent, L/C Issuer and Swing Line Lender. The ~~Borrower~~ Company promises to pay interest on the ~~aggregate~~ unpaid principal amount of each ~~US Dollar Revolving Credit~~ Loan ~~made from time to time by the US Dollar Revolving Credit Lender to the Borrowers under the Agreement~~ from the date of such US Dollar Revolving Credit Loan until such principal amount is paid in full, at such interest rates and at such times as provided in the Agreement. All payments of principal and interest shall be made to the Administrative Agent for the account of the US Dollar Revolving Credit Lender in Dollars and in immediately available funds. If any amount is not paid in full when due hereunder, such unpaid amount shall bear interest, to be paid upon demand, from the due date thereof until the date of actual payment (and before as well as after judgment) computed at the per annum rate set forth in the Agreement. This US Dollar Revolving Credit Note is one of the US Dollar Revolving Credit Notes referred to in the Agreement, is entitled to the benefits thereof and may be prepaid in whole or in part subject to the terms and conditions provided therein. This US Dollar Revolving Credit Note is also entitled to the benefits of the Guaranty. Upon the occurrence and during the continuation of one or more of the Events of Default specified in the Agreement, all amounts then remaining unpaid on this US Dollar Revolving Credit Note shall become, or may be declared to be, immediately due and payable all as provided in the Agreement. US Dollar Revolving Credit Loans made by the US Dollar Revolving Credit Lender shall be evidenced by one or more loan accounts or records maintained by the US Dollar Revolving Credit Lender in the ordinary course of business. The US Dollar Revolving Credit Lender may also attach schedules to this US Dollar Revolving Credit Note and endorse thereon the date, amount and maturity of its US Dollar Revolving Credit Loans and payments with respect thereto. The Borrower, for itself and its successors and assigns, hereby waives diligence, presentment, protest and demand and notice of protest, demand, dishonor and non-payment of this Revolving Credit Note. THIS US DOLLAR REVOLVING CREDIT NOTE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK. FIDELITY NATIONAL INFORMATION SERVICES, INC. By: ------------------------------------ Name: Title: LOANS AND PAYMENTS WITH RESPECT THERETO Amount of Outstanding End of Principal or Principal Type of Amount of Interest Interest Paid Balance This Notation Date Loan Made Loan Made Period This Date Date Made By ---- --------- --------- -------- ------------- ------------ -------- ▇▇▇▇▇▇▇ ▇-▇ FORM OF MULTICURRENCY REVOLVING CREDIT NOTE __________ FOR VALUE RECEIVED, the undersigned (the "BORROWER"), hereby promises to pay to _____________________ or registered assigns (the "MULTICURRENCY REVOLVING CREDIT LENDER"), in accordance with the provisions of the Agreement (as hereinafter defined), the aggregate unpaid principal amount of each Multicurrency Revolving Credit Loan made by the Multicurrency Revolving Credit Lender from time to time to the Borrower under that certain Credit Agreement dated as of January 18, 2007 (as amended, restated, amended and restated, extended, supplemented or otherwise modified in writing from time to time, the "AGREEMENT"; the terms defined therein being used herein as therein defined), among Fidelity National Information Services, Inc., a Georgia corporation, the Designated Borrowers from time to time party thereto, each lender 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. The Borrower promises to pay interest on the aggregate unpaid principal amount of each Multicurrency Revolving Credit Loan made from time to time by the Multicurrency Revolving Credit Lender to the Borrower under the Agreement from the date of such Multicurrency Revolving Credit Loan until such principal amount is paid in full, at such interest rates and at such times as provided in the Agreement. Except as otherwise provided in Section 2.05(f) of the Agreement with respect to Swing Line Loans, all payments of principal and interest ~~shall~~ will be made to the Administrative Agent for the account of the ~~Multicurrency Revolving Credit~~ Lender in the currency in which such ~~Multicurrency Revolving Credit~~ Committed Loan was denominated and in Same Day Funds at the Administrative Agent's Office for such currency. If any amount is not paid in full when due hereunder, such unpaid amount ~~shall~~ will bear interest, to be paid upon demand, from the due date thereof until the date of actual payment (and before as well as after judgment) computed at the per annum rate set forth in the Agreement. This ~~Multicurrency Revolving Credit~~ Note is one of the ~~Multicurrency Revolving Credit~~ Notes referred to in the Agreement, is entitled to the benefits thereof and may be prepaid in whole or in part subject to the terms and conditions provided therein. ~~This Multicurrency Revolving Credit Note is also entitled to the benefits of the Guaranty.~~ Upon the occurrence and ~~during the~~ continuation of one or more of the Events of Default specified in the Agreement, all amounts then remaining unpaid on this ~~Multicurrency Revolving Credit~~ Note ~~shall~~ will become, or may be declared to be, immediately due and payable all as provided in the Agreement. ~~Multicurrency Revolving Credit~~ Loans made by the ~~Multicurrency Revolving Credit~~ Lender ~~shall~~ will be evidenced by one or more loan accounts or records maintained by the ~~Multicurrency Revolving Credit~~ Lender in the ordinary course of business. The ~~Multicurrency Revolving Credit~~ Lender may also attach schedules to this ~~Multicurrency Revolving Credit~~ Note and endorse thereon the date, amount, currency and maturity of its ~~Multicurrency Revolving Credit~~ Loans and payments with respect thereto. The ~~Borrower~~Company, for ~~itself and~~ itself, its successors and assigns, hereby waives diligence, presentment, protest and demand and notice of protest, demand, dishonor and non-payment of this ~~Multicurrency Revolving Credit~~ Note. THIS ~~MULTICURRENCY REVOLVING CREDIT~~ NOTE ~~SHALL~~ WILL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK. ~~[BORROWER]~~ STARBUCKS CORPORATION By: ~~------------------------------------~~ ______________________________________ Name: ____________________________________ Title: ___________________________________ D-1 Form of Note LOANS AND PAYMENTS WITH RESPECT THERETO ~~Currency Amount~~ CURRENCY AMOUNT OF AND PRINCIPAL OUTSTANDING TYPE OF AMOUNT OF END OF OR INTEREST PRINCIPAL LOAN LOAN INTEREST PAID THIS BALANCE NOTATION DATE MADE MADE PERIOD DATE THIS DATE MADE BY ________ _______ _________ ________ ___________ ___________ ________ ________ _______ _________ ________ ___________ ___________ ________ ________ _______ _________ ________ ___________ ___________ ________ ________ _______ _________ ________ ___________ ___________ ________ ________ _______ _________ ________ ___________ ___________ ________ ________ _______ _________ ________ ___________ ___________ ________ ________ _______ _________ ________ ___________ ___________ ________ ________ _______ _________ ________ ___________ ___________ ________ ________ _______ _________ ________ ___________ ___________ ________ ________ _______ _________ ________ ___________ ___________ ________ ________ _______ _________ ________ ___________ ___________ ________ ________ _______ _________ ________ ___________ ___________ ________ ________ _______ _________ ________ ___________ ___________ ________ ________ _______ _________ ________ ___________ ___________ ________ ________ _______ _________ ________ ___________ ___________ ________ ________ _______ _________ ________ ___________ ___________ ________ ________ _______ _________ ________ ___________ ___________ ________ ________ _______ _________ ________ ___________ ___________ ________ D-2 Form of Outstanding and End of Principal or Principal Type of Amount of Interest Interest Paid Balance This Notation Date Loan Made Loan Made Period This Date Date Made By ---- --------- --------- -------- ------------- ------------ -------- Note EXHIBIT E FORM OF COMPLIANCE CERTIFICATE Financial Statement Date: _______________, _____ To: ~~JPMorgan Chase Bank~~Bank of America, N.A., as Administrative Agent Ladies and Gentlemen: Reference is made to that certain Credit ~~Agreement~~ Agreement, dated as of ~~January 18~~August 12, ~~2007~~ 2005 (as amended, ~~restated, amended and~~ restated, extended, supplemented or otherwise modified in writing from time to time, the "~~AGREEMENT";~~ Agreement;" the terms defined therein being used herein as therein defined), among ~~Fidelity National Information Services, Inc.~~Starbucks Corporation, a ~~Georgia~~ Washington corporation (the "~~COMPANY~~Company"), ~~the Designated Borrowers~~ from time to time party thereto, ~~each lender~~ the Lenders 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 Administrative Agent, L/C Issuer and Swing Line Lender. The ~~undersigned, a Specified~~ undersigned Responsible Officer ~~of the Company,~~ hereby certifies as of the date hereof that he/she is the _____________________________________________ of the Company, and that, as such, he/she is authorized to execute and deliver this ~~Compliance~~ Certificate to the Administrative Agent on the behalf of the ~~Company and its Restricted Subsidiaries~~Company, and ~~hereby certifies on behalf of the Company~~ that: [Use following paragraph 1 for fiscal ~~year~~YEAR-~~end~~ END financial statements] 1. Attached hereto as Schedule 1 are the year-end audited financial statements required by Section 6.01(a) of the Agreement for the fiscal year of the Company ~~and its Subsidiaries~~ ended as of the above date, together with the report and opinion of ~~the~~ an independent certified public accountant required by such ~~Section~~section. [Use following paragraph 1 for fiscal ~~quarter~~ QUARTER-END financial statements] 1. Attached hereto as Schedule 1 are the unaudited financial statements required by Section 6.01(b) of the Agreement for the fiscal quarter of the Company ended as of the above date. Such financial statements fairly present the financial condition, results of operations and cash flows of the Company and its Subsidiaries in accordance with GAAP as at such date and for such period, subject only to normal year-end audit adjustments and the absence of footnotes. 2. The undersigned has reviewed and is familiar with the terms of the Agreement and has made, or has caused to be made under his/her supervision, a detailed review of the transactions and condition (financial or otherwise) of the Company during the accounting period covered by the attached financial statements. 3. A review of the activities of the Company during such fiscal period has been made under the supervision of the undersigned with a view to determining whether during such fiscal period the Company performed and observed all its Obligations under the Loan Documents, and E-1 Form of Compliance Certificate [SELECT ONE:] [TO THE BEST KNOWLEDGE OF THE UNDERSIGNED DURING SUCH FISCAL PERIOD, THE COMPANY PERFORMED AND OBSERVED EACH COVENANT AND CONDITION OF THE LOAN DOCUMENTS APPLICABLE TO IT, AND NO DEFAULT HAS OCCURRED AND IS CONTINUING.] --OR-- [THE FOLLOWING COVENANTS OR CONDITIONS HAVE NOT BEEN PERFORMED OR OBSERVED AND THE FOLLOWING IS A LIST OF EACH SUCH DEFAULT AND ITS NATURE AND STATUS:]

Appears in 1 contract

Sources: Credit Agreement (Starbucks Corp)

Comprised of. ~~ABSOLUTE RATE OR INTEREST PERIOD EUROCURRENCY BID LOAN NO. OFFERED BID MAXIMUM BID MARGIN* ------------ --------------- -------------- ---------------- 1 _______~~For requested Competitive Absolute Amount Offshore Competitive Bid or Loan with a maturity of Bid Maximum Margin Bid ------------------------- ----------- --------------- (1) days/wks/mos $_______________ (- +) _______~~% 2~~ _~~______~~% (2) days/wks/mos $_______________ (- +) _______~~% 3~~ _~~______~~% (3) days/wks/mos $_______________ (- +) ________% ~~---------- * Expressed in multiples of 1/100th of a basis point. Contact Person~~▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇son: ~~________~~_____________________ Telephone: _____________________ [NAME OF LENDER] By: ------------------------------------ Name: Title: ****************************************************************** THIS SECTION IS TO BE COMPLETED BY THE COMPANY IF IT WISHES TO ACCEPT ANY OFFERS CONTAINED IN THIS COMPETITIVE BID: The offers made above are hereby accepted in the amounts set forth below: PRINCIPAL AMOUNT BID LOAN NO. ACCEPTED ------------ ---------------- $_______________ $_______________ $_______________ FIDELITY NATIONAL INFORMATION SERVICES, INC. By: --------------------------------- Name: Title: Date: _________ EXHIBIT C FORM OF SWING LINE LOAN NOTICE Date: ____________, _____ To: JPMorgan Chase Bank, N.A., as Swing Line Lender and Administrative Agent Bank of America, N.A., as Swing Line Lender Ladies and Gentlemen: Reference is made to the Credit Agreement dated as of January 18, 2007 (as amended, restated, amended and restated, extended, supplemented or otherwise modified in writing from time to time, the "AGREEMENT"; the terms defined therein being used herein as therein defined), among Fidelity National Information Services, Inc., a Georgia corporation (the "COMPANY"), the Designated Borrowers from time to time party thereto, each lender 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. The Company hereby requests a Swing Line Loan: 1. On ___________________________________ ~~(a Business Day). 2. In the amount of $~~[Bank] By: _______________________~~. 3. The aggregate principal balance of Swing Line Loans outstanding (after giving effect to the advance requested hereunder) is $__~~______________ (after giving effect to all repayments of the Swing Line Loans being made on such date). The Swing Line Borrowing requested herein complies with the requirements of the provisos to the first sentence of Section 2.05(a) of the Agreement. FIDELITY NATIONAL INFORMATION SERVICES, INC. By: ------------------------------------ Name: Title: ~~▇▇▇▇▇▇▇ ▇-▇ FORM OF TERM NOTE~~ __________~~_ FOR VALUE RECEIVED, the undersigned (the "BORROWER"), hereby promises to pay to~~ ________________________ ~~or its registered assigns~~ ▇▇▇ ▇▇▇▇▇▇▇ ▇-▇ FORM OF COMPETITIVE LOAN NOTE $______________________ _________________________ FOR VALUE RECEIVED, SCIENCE APPLICATIONS INTERNATIONAL CORPORATION, a Delaware corporation (the "~~TERM LENDER~~Borrower"), ~~in accordance with~~ hereby promises to pay to the ~~provisions~~ order of _________________ (the ~~Agreement~~ "Bank") at its Lending Office the principal sum of $_________________ (or such lesser amount as ~~hereinafter defined),~~ shall equal the aggregate unpaid principal amount of the Competitive Loans made by the Bank to Borrower under the Credit Agreement referred to below), in lawful money of the United States of America and in immediately available funds, on the dates and in the principal amounts provided in the Credit Agreement, and to pay interest on the unpaid principal amount of each ~~Term~~ such Competitive Loan, at such office, in like money and funds, for the period commencing on the date of such Competitive Loan until such Competitive Loan shall be paid in full, at the rates per annum and on the dates provided in the Credit Agreement. The date, amount, type, interest rate and duration of Interest Period (if applicable) of each Competitive Loan made by the ~~Term Lender~~ Bank to Borrower, and each payment made on account of the principal of such Competitive Loan, shall be recorded by the Bank on its books and, prior to any transfer of this Competitive Loan Note, endorsed by the Bank on the schedule attached to this Competitive Loan Note or any continuation of such schedule, provided that the failure of the Bank to make any such recordation or endorsement shall not affect the obligations of Borrower to make a payment when due of any amount owing under ~~that certain~~ the Credit Agreement or under this Competitive Loan Note in respect of the Competitive Loans made by the Bank. This promissory note is one of the Competitive Loan Notes referred to in the Credit Agreement (Multi-Year Facility) dated as of ~~January 18~~August 20, ~~2007~~ 1997 among Borrower, the banks from time to time party thereto, and Bank of America National Trust and Savings Association, as Administrative Agent (as ~~amended~~extended, ~~restated~~renewed, amended ~~and restated, extended, supplemented~~ or ~~otherwise modified in writing~~ restated from time to time, the "~~AGREEMENT~~Agreement;"; ) the terms defined therein being used herein as therein defined), among Fidelity National Information Services, Inc., a Georgia corporation, the Designated Borrowers from time to time party thereto, each lender 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. The ~~Borrower promises to pay interest on~~ Credit Agreement provides for the ~~aggregate unpaid principal amount~~ acceleration of ~~each Term~~ the maturity of this Competitive Loan ~~made by~~ Note upon the ~~Term Lender to~~ occurrence of 121 certain events and for prepayments of Competitive Loans upon the ~~Borrower under the Agreement from the date of such Term Loan until such principal amount is paid in full, at such interest rates~~ terms and ~~at such times as provided~~ conditions specified in the Credit Agreement~~. All payments of principal and interest shall be made to the Administrative Agent for the account of the Term Lender in Dollars in immediately available funds~~. If any amount is not paid in full when due hereunder, such unpaid amount shall bear interest, to be paid upon demand, from the due date thereof until the date of actual payment (and before as well as after judgment) computed at the per annum rate set forth in the Credit Agreement. This Term Note is one of the Term Notes referred to in the Agreement, is entitled to the benefits thereof and may be prepaid in whole or in part subject to the terms and conditions provided therein. This Term Note is also entitled to the benefits of the Guaranty. Upon the occurrence and during the continuation of one or more of the Events of Default specified in the Agreement, all amounts then remaining unpaid on this Term Note shall become, or may be declared to be, immediately due and payable all as provided in the Agreement. Term Loans made by the Term Lender shall be evidenced by one or more loan accounts or records maintained by the Term Lender in the ordinary course of business. The Term Lender may also attach schedules to this Term Note and endorse thereon the date, amount and maturity of its Term Loans and payments with respect thereto. The Borrower, for ~~itself and~~ itself, its successors and assigns, hereby waives diligence, presentment, protest and demand and notice of protest, demand, dishonor and non-payment of this ~~Term~~ Competitive Loan Note. Except as permitted by the Credit Agreement, this Competitive Loan Note may not be assigned by the Bank or Borrower to any other Person. THIS ~~TERM~~ COMPETITIVE LOAN NOTE SHALL BE GOVERNED BY BY, AND CONSTRUED IN ACCORDANCE ~~WITH~~ WITH, THE ~~LAWS~~ LAW OF THE STATE OF ~~NEW YORK~~CALIFORNIA APPLICABLE TO CONTRACTS MADE AND PERFORMED WITHIN THE STATE OF CALIFORNIA. ~~FIDELITY NATIONAL INFORMATION SERVICES~~SCIENCE APPLICATIONS INTERNATIONAL CORPORATION, ~~INC.~~ a Delaware corporation By: ------------------------------------ Name: Title: TERM LOANS AND PAYMENTS WITH RESPECT THERETO Amount of Outstanding Type of Amount of End of Principal or Principal Term Loan Term Loan Interest Interest Paid Balance This Notation Date Made Made Period This Date Date Made By ------------- --------- --------- -------- ------------- ------------ -------- ▇▇▇▇▇▇▇ ▇-▇ FORM OF US DOLLAR REVOLVING CREDIT NOTE _________~~_ FOR VALUE RECEIVED, the undersigned (the "BORROWER"), hereby promises to pay to~~ ____________________________ or registered assigns (the "US DOLLAR REVOLVING CREDIT LENDER"), in accordance with the provisions of the Agreement (as hereinafter defined), the aggregate unpaid principal amount of each US Dollar Revolving Credit Loan made by the US Dollar Revolving Credit Lender from time to time to the Borrower under that certain Credit Agreement dated as of January 18, 2007 (as amended, restated, amended and restated, extended, supplemented or otherwise modified in writing from time to time, the "AGREEMENT"; the terms defined therein being used herein as therein defined), among Fidelity National Information Services, Inc., a Georgia corporation, the Designated Borrowers from time to time party thereto, each lender 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 LenderDani▇▇ ▇. The Borrower promises to pay interest on the aggregate unpaid principal amount of each US Dollar Revolving Credit Loan made from time to time by the US Dollar Revolving Credit Lender to the Borrowers under the Agreement from the date of such US Dollar Revolving Credit Loan until such principal amount is paid in full, at such interest rates and at such times as provided in the Agreement. All payments of principal and interest shall be made to the Administrative Agent for the account of the US Dollar Revolving Credit Lender in Dollars and in immediately available funds. If any amount is not paid in full when due hereunder, such unpaid amount shall bear interest, to be paid upon demand, from the due date thereof until the date of actual payment (and before as well as after judgment) computed at the per annum rate set forth in the Agreement. This US Dollar Revolving Credit Note is one of the US Dollar Revolving Credit Notes referred to in the Agreement, is entitled to the benefits thereof and may be prepaid in whole or in part subject to the terms and conditions provided therein. This US Dollar Revolving Credit Note is also entitled to the benefits of the Guaranty. Upon the occurrence and during the continuation of one or more of the Events of Default specified in the Agreement, all amounts then remaining unpaid on this US Dollar Revolving Credit Note shall become, or may be declared to be, immediately due and payable all as provided in the Agreement. US Dollar Revolving Credit Loans made by the US Dollar Revolving Credit Lender shall be evidenced by one or more loan accounts or records maintained by the US Dollar Revolving Credit Lender in the ordinary course of business. The US Dollar Revolving Credit Lender may also attach schedules to this US Dollar Revolving Credit Note and endorse thereon the date, amount and maturity of its US Dollar Revolving Credit Loans and payments with respect thereto. The Borrower, for itself and its successors and assigns, hereby waives diligence, presentment, protest and demand and notice of protest, demand, dishonor and non-payment of this Revolving Credit Note. THIS US DOLLAR REVOLVING CREDIT NOTE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK. FIDELITY NATIONAL INFORMATION SERVICES, INC. By: ------------------------------------ Name: Title: LOANS AND PAYMENTS WITH RESPECT THERETO Amount of Outstanding End of Principal or Principal Type of Amount of Interest Interest Paid Balance This Notation Date Loan Made Loan Made Period This Date Date Made By ---- --------- --------- -------- ------------- ------------ -------- ▇▇▇▇▇▇▇ ~~▇-▇ FORM OF MULTICURRENCY REVOLVING CREDIT NOTE __________ FOR VALUE RECEIVED, the undersigned (the "BORROWER"), hereby promises~~ Senior Vice President and Treasurer 122 Schedule to pay to _____________________ or registered assigns (the "MULTICURRENCY REVOLVING CREDIT LENDER"), in accordance with the provisions of the Agreement (as hereinafter defined), the aggregate unpaid principal amount of each Multicurrency Revolving Credit Competitive Loan made by the Multicurrency Revolving Credit Lender from time to time to the Borrower under that certain Credit Agreement dated as of January 18, 2007 (as amended, restated, amended and restated, extended, supplemented or otherwise modified in writing from time to time, the "AGREEMENT"; the terms defined therein being used herein as therein defined), among Fidelity National Information Services, Inc., a Georgia corporation, the Designated Borrowers from time to time party thereto, each lender 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. The Borrower promises to pay interest on the aggregate unpaid principal amount of each Multicurrency Revolving Credit Loan made from time to time by the Multicurrency Revolving Credit Lender to the Borrower under the Agreement from the date of such Multicurrency Revolving Credit Loan until such principal amount is paid in full, at such interest rates and at such times as provided in the Agreement. Except as otherwise provided in Section 2.05(f) of the Agreement with respect to Swing Line Loans, all payments of principal and interest shall be made to the Administrative Agent for the account of the Multicurrency Revolving Credit Lender in the currency in which such Multicurrency Revolving Credit Loan was denominated and in Same Day Funds at the Administrative Agent's Office for such currency. If any amount is not paid in full when due hereunder, such unpaid amount shall bear interest, to be paid upon demand, from the due date thereof until the date of actual payment (and before as well as after judgment) computed at the per annum rate set forth in the Agreement. This Multicurrency Revolving Credit Note is one of the Multicurrency Revolving Credit Notes referred to in the Agreement, is entitled to the benefits thereof and may be prepaid in whole or in part subject to the terms and conditions provided therein. This Multicurrency Revolving Credit Note is also entitled to the benefits of the Guaranty. Upon the occurrence and during the continuation of one or more of the Events of Default specified in the Agreement, all amounts then remaining unpaid on this Multicurrency Revolving Credit Note shall become, or may be declared to be, immediately due and payable all as provided in the Agreement. Multicurrency Revolving Credit Loans made by the Multicurrency Revolving Credit Lender shall be evidenced by one or more loan accounts or records maintained by the Multicurrency Revolving Credit Lender in the ordinary course of business. The Multicurrency Revolving Credit Lender may also attach schedules to this Multicurrency Revolving Credit Note and endorse thereon the date, amount, currency and maturity of its Multicurrency Revolving Credit Loans and payments with respect thereto. The Borrower, for itself and its successors and assigns, hereby waives diligence, presentment, protest and demand and notice of protest, demand, dishonor and non-payment of this Multicurrency Revolving Credit Note. THIS MULTICURRENCY REVOLVING CREDIT NOTE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK. [BORROWER] By: ------------------------------------ Name: Title: LOANS AND PAYMENTS WITH RESPECT THERETO Currency Amount of Outstanding and End of Principal or Principal Type of Amount of Interest Interest Paid Balance This Notation Date Loan Made Loan Made Period This Date Date Made By ---- --------- --------- -------- ------------- ------------ -------- EXHIBIT E FORM OF COMPLIANCE CERTIFICATE Financial Statement Date: _______, ____ To: JPMorgan Chase Bank, N.A., as Administrative Agent Ladies and Gentlemen: Reference is made to that certain Credit Agreement dated as of January 18, 2007 (as amended, restated, amended and restated, extended, supplemented or otherwise modified in writing from time to time, the "AGREEMENT"; the terms defined therein being used herein as therein defined), among Fidelity National Information Services, Inc., a Georgia corporation (the "COMPANY"), the Designated Borrowers from time to time party thereto, each lender 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. The undersigned, a Specified Responsible Officer of the Company, hereby certifies as of the date hereof that he/she is the _________________ of the Company, and that, as such, he/she is authorized to execute and deliver this Compliance Certificate to the Administrative Agent on the behalf of the Company and its Restricted Subsidiaries, and hereby certifies on behalf of the Company that: [Use following paragraph 1 for fiscal year-end financial statements] 1. Attached hereto as Schedule 1 are the year-end audited financial statements required by Section 6.01(a) of the Agreement for the fiscal year of the Company and its Subsidiaries ended as of the above date, together with the report and opinion of the independent certified public accountant required by such Section. [Use following paragraph 1 for fiscal quarter financial statements]

Appears in 1 contract

Sources: Credit Agreement (Science Applications International Corp)

Comprised of. ~~ABSOLUTE RATE OR INTEREST PERIOD EUROCURRENCY BID LOAN NO~~Bid Loan No. ~~OFFERED BID MAXIMUM BID MARGIN* ------------ --------------- -------------- ----------------~~ Interest Period offered Bid Maximum Absolute Rate Bid or Eurocurrency Margin Bid1 1 _______days/mos ~~$_____________~~ $ (- +) _______% 2 _______days/mos ~~$_____________~~ $ (- +) _______% 3 _______days/mos ~~$_____________~~ $ (- +) _______% ~~----------~~ * Expressed in multiples of 1/100th of a basis point. B-2-1 Contact Person: ~~____~~_________________________ Telephone: _____________________________ ~~[NAME OF LENDER]~~ By: ~~------------------------------------~~ Name: Title: ****************************************************************************** ~~THIS SECTION IS TO BE COMPLETED BY THE COMPANY IF IT WISHES TO ACCEPT ANY OFFERS CONTAINED IN THIS COMPETITIVE BID:~~ The offers made above are hereby accepted in the amounts set forth below: ~~PRINCIPAL AMOUNT BID LOAN NO~~Bid Loan No. ~~ACCEPTED ------------ ---------------- $_______________ $_______________ $_______________ FIDELITY NATIONAL INFORMATION SERVICES~~Principal Amount Accepted $ $ $ BORROWER: Tanger Properties Limited Partnership, ~~INC.~~ a North Carolina limited partnership By: ~~--------------------------------- Name~~Tanger GP Trust, its sole general partner By: Title: Date: _________ EXHIBIT C FORM OF SWING LINE LOAN NOTICE Date: ____________, _____ To: JPMorgan Chase Bank, N.A., as Swing Line Lender and Administrative Agent Bank of America, N.A., as Swing Line Lender Ladies and Gentlemen: Reference is made to the Credit Agreement dated as of January 18, 2007 (as amended, restated, amended and restated, extended, supplemented or otherwise modified in writing from time to time, the "AGREEMENT"; the terms defined therein being used herein as therein defined), among Fidelity National Information Services, Inc., a Georgia corporation (the "COMPANY"), the Designated Borrowers from time to time party thereto, each lender 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. The Company hereby requests a Swing Line Loan: 1. On ___________________________________ (a Business Day). 2. In the amount of $_______________________. 3. The aggregate principal balance of Swing Line Loans outstanding (after giving effect to the advance requested hereunder) is $________________ (after giving effect to all repayments of the Swing Line Loans being made on such date). The Swing Line Borrowing requested herein complies with the requirements of the provisos to the first sentence of Section 2.05(a) of the Agreement. FIDELITY NATIONAL INFORMATION SERVICES, INC. By: ------------------------------------ Name: Title: ~~▇▇▇▇▇▇▇ ▇-▇ FORM OF TERM NOTE ___________~~ FOR VALUE RECEIVED, the undersigned (the ~~"BORROWER"),~~ “Borrower”) hereby promises to pay to _____________________ or ~~its~~ registered assigns (the ~~"TERM LENDER"~~“Lender”), in accordance with the provisions of the Agreement (as hereinafter defined), the ~~aggregate unpaid~~ principal amount of each ~~Term~~ Loan from time to time made by the ~~Term~~ Lender to the Borrower under that certain Fourth Amended and Restated Credit ~~Agreement~~ Agreement, dated as of ~~January 18~~July 13, ~~2007~~ 2021 (as amended, ~~restated, amended and~~ restated, extended, supplemented or otherwise modified in writing from time to time, the ~~"AGREEMENT";~~ “Agreement;” the terms defined therein being used herein as therein defined), among ~~Fidelity National Information Services, Inc., a Georgia corporation~~Tanger Properties Limited Partnership (the “Borrower”), the ~~Designated Borrowers~~ Lenders from time to time party thereto~~, each lender 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~~Administrative Agent and L/C Issuer. The Borrower promises to pay interest on the ~~aggregate~~ unpaid principal amount of each ~~Term~~ Loan ~~made by the Term Lender to the Borrower under the Agreement~~ from the date of such ~~Term~~ Loan until such principal amount is paid in full, at such interest rates and at such times as provided in the Agreement. All payments of principal and interest shall be made to the Administrative Agent for the account of the Term Lender in Dollars in immediately available funds. If any amount is not paid in full when due hereunder, such unpaid amount shall bear interest, to be paid upon demand, from the due date thereof until the date of actual payment (and before as well as after judgment) computed at the per annum rate set forth in the Agreement. This Term Note is one of the Term Notes referred to in the Agreement, is entitled to the benefits thereof and may be prepaid in whole or in part subject to the terms and conditions provided therein. This Term Note is also entitled to the benefits of the Guaranty. Upon the occurrence and during the continuation of one or more of the Events of Default specified in the Agreement, all amounts then remaining unpaid on this Term Note shall become, or may be declared to be, immediately due and payable all as provided in the Agreement. Term Loans made by the Term Lender shall be evidenced by one or more loan accounts or records maintained by the Term Lender in the ordinary course of business. The Term Lender may also attach schedules to this Term Note and endorse thereon the date, amount and maturity of its Term Loans and payments with respect thereto. The Borrower, for itself and its successors and assigns, hereby waives diligence, presentment, protest and demand and notice of protest, demand, dishonor and non-payment of this Term Note. THIS TERM NOTE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK. FIDELITY NATIONAL INFORMATION SERVICES, INC. By: ------------------------------------ Name: Title: TERM LOANS AND PAYMENTS WITH RESPECT THERETO Amount of Outstanding Type of Amount of End of Principal or Principal Term Loan Term Loan Interest Interest Paid Balance This Notation Date Made Made Period This Date Date Made By ------------- --------- --------- -------- ------------- ------------ -------- ▇▇▇▇▇▇▇ ▇-▇ FORM OF US DOLLAR REVOLVING CREDIT NOTE __________ FOR VALUE RECEIVED, the undersigned (the "BORROWER"), hereby promises to pay to _____________________ or registered assigns (the "US DOLLAR REVOLVING CREDIT LENDER"), in accordance with the provisions of the Agreement (as hereinafter defined), the aggregate unpaid principal amount of each US Dollar Revolving Credit Loan made by the US Dollar Revolving Credit Lender from time to time to the Borrower under that certain Credit Agreement dated as of January 18, 2007 (as amended, restated, amended and restated, extended, supplemented or otherwise modified in writing from time to time, the "AGREEMENT"; the terms defined therein being used herein as therein defined), among Fidelity National Information Services, Inc., a Georgia corporation, the Designated Borrowers from time to time party thereto, each lender 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. The Borrower promises to pay interest on the aggregate unpaid principal amount of each US Dollar Revolving Credit Loan made from time to time by the US Dollar Revolving Credit Lender to the Borrowers under the Agreement from the date of such US Dollar Revolving Credit Loan until such principal amount is paid in full, at such interest rates and at such times as provided in the Agreement. All payments of principal and interest shall be made to the Administrative Agent for the account of the US Dollar Revolving Credit Lender in Dollars and in immediately available funds. If any amount is not paid in full when due hereunder, such unpaid amount shall bear interest, to be paid upon demand, from the due date thereof until the date of actual payment (and before as well as after judgment) computed at the per annum rate set forth in the Agreement. This US Dollar Revolving Credit Note is one of the US Dollar Revolving Credit Notes referred to in the Agreement, is entitled to the benefits thereof and may be prepaid in whole or in part subject to the terms and conditions provided therein. This US Dollar Revolving Credit Note is also entitled to the benefits of the Guaranty. Upon the occurrence and during the continuation of one or more of the Events of Default specified in the Agreement, all amounts then remaining unpaid on this US Dollar Revolving Credit Note shall become, or may be declared to be, immediately due and payable all as provided in the Agreement. US Dollar Revolving Credit Loans made by the US Dollar Revolving Credit Lender shall be evidenced by one or more loan accounts or records maintained by the US Dollar Revolving Credit Lender in the ordinary course of business. The US Dollar Revolving Credit Lender may also attach schedules to this US Dollar Revolving Credit Note and endorse thereon the date, amount and maturity of its US Dollar Revolving Credit Loans and payments with respect thereto. The Borrower, for itself and its successors and assigns, hereby waives diligence, presentment, protest and demand and notice of protest, demand, dishonor and non-payment of this Revolving Credit Note. THIS US DOLLAR REVOLVING CREDIT NOTE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK. FIDELITY NATIONAL INFORMATION SERVICES, INC. By: ------------------------------------ Name: Title: LOANS AND PAYMENTS WITH RESPECT THERETO Amount of Outstanding End of Principal or Principal Type of Amount of Interest Interest Paid Balance This Notation Date Loan Made Loan Made Period This Date Date Made By ---- --------- --------- -------- ------------- ------------ -------- ▇▇▇▇▇▇▇ ▇-▇ FORM OF MULTICURRENCY REVOLVING CREDIT NOTE __________ FOR VALUE RECEIVED, the undersigned (the "BORROWER"), hereby promises to pay to _____________________ or registered assigns (the "MULTICURRENCY REVOLVING CREDIT LENDER"), in accordance with the provisions of the Agreement (as hereinafter defined), the aggregate unpaid principal amount of each Multicurrency Revolving Credit Loan made by the Multicurrency Revolving Credit Lender from time to time to the Borrower under that certain Credit Agreement dated as of January 18, 2007 (as amended, restated, amended and restated, extended, supplemented or otherwise modified in writing from time to time, the "AGREEMENT"; the terms defined therein being used herein as therein defined), among Fidelity National Information Services, Inc., a Georgia corporation, the Designated Borrowers from time to time party thereto, each lender 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. The Borrower promises to pay interest on the aggregate unpaid principal amount of each Multicurrency Revolving Credit Loan made from time to time by the Multicurrency Revolving Credit Lender to the Borrower under the Agreement from the date of such Multicurrency Revolving Credit Loan until such principal amount is paid in full, at such interest rates and at such times as provided in the Agreement. Except as otherwise provided in Section 2.05(f) of the Agreement with respect to Swing Line Loans, all payments of principal and interest shall be made to the Administrative Agent for the account of the Multicurrency Revolving Credit Lender in the currency in which such ~~Multicurrency Revolving Credit~~ Committed Loan ~~was~~ is denominated and in Same Day Funds at the Administrative Agent's ’s Office for such currency. If any amount is not paid in full when due hereunder, such unpaid amount shall bear interest, to be paid upon demand, from the due date thereof until the date of actual payment (and before as well as after judgment) computed at the per annum rate set forth in the Agreement. This ~~Multicurrency Revolving Credit~~ Note is one of the ~~Multicurrency Revolving Credit~~ Notes referred to in the Agreement, is entitled to the benefits thereof and may be prepaid in whole or in part subject to the terms and conditions provided therein. This ~~Multicurrency Revolving Credit~~ Note is also entitled to the benefits of the Guaranty. Upon the occurrence and ~~during the~~ continuation of one or more of the Events of Default specified in the Agreement, all amounts then remaining unpaid on this ~~Multicurrency Revolving Credit~~ Note shall become, or may be declared to be, immediately due and payable all as provided in the Agreement. ~~Multicurrency Revolving Credit~~ Loans made by the ~~Multicurrency Revolving Credit~~ Lender shall be evidenced by one or more loan accounts or records maintained by the ~~Multicurrency Revolving Credit~~ Lender in the ordinary course of business. The ~~Multicurrency Revolving Credit~~ Lender may also attach schedules to this ~~Multicurrency Revolving Credit~~ Note and endorse thereon the date, amount, currency and maturity of its ~~Multicurrency Revolving Credit~~ Loans and payments with respect thereto. The Borrower, for ~~itself and~~ itself, its successors and assigns, hereby waives diligence, presentment, protest and demand and notice of protest, demand, dishonor and non-payment of this ~~Multicurrency Revolving Credit~~ Note. THIS ~~MULTICURRENCY REVOLVING CREDIT~~ NOTE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK. [BORROWER] : Tanger Properties Limited Partnership, a North Carolina limited partnership By: ------------------------------------ Name: Title: LOANS AND PAYMENTS WITH RESPECT THERETO Currency Amount of Outstanding and End of Principal or Principal Type of Amount of Interest Interest Paid Balance This Notation Date Loan Made Loan Made Period This Date Date Made By ---- --------- --------- -------- ------------- ------------ -------- EXHIBIT E FORM OF COMPLIANCE CERTIFICATE Financial Statement DateTanger GP Trust, its sole general partner By: _______, _________________________ Name: Title: Check for distribution to PUBLIC and Private Side Lenders2 To: ~~JPMorgan Chase Bank~~Bank of America, N.A., as Administrative Agent Ladies and Gentlemen: Reference is made to that certain Fourth Amended and Restated Credit ~~Agreement~~ Agreement, dated as of ~~January 18~~July 13, ~~2007~~ 2021 (as amended, ~~restated, amended and~~ restated, extended, supplemented or otherwise modified in writing from time to time, the ~~"AGREEMENT";~~ “Agreement;” the terms defined therein being used herein as therein defined), among ~~Fidelity National Information Services, Inc., a Georgia corporation~~ Tanger Properties Limited Partnership (the ~~"COMPANY"~~“Borrower”), the ~~Designated Borrowers~~ Lenders from time to time party thereto~~, each lender 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~~Administrative Agent and L/C Issuer. The ~~undersigned, a Specified~~ undersigned Responsible Officer ~~of the Company,~~ hereby certifies as of the date hereof that he/she is the _______________________________________ of the ~~Company~~Borrower, and that, as such, he/she is authorized to execute and deliver this ~~Compliance~~ Certificate to the Administrative Agent on the behalf of the ~~Company and its Restricted Subsidiaries~~Borrower, and ~~hereby certifies on behalf of the Company~~ that~~: [Use following paragraph 1 for fiscal year-end financial statements]~~: 1. ~~Attached hereto as Schedule 1 are~~ The Borrower has delivered the year-end audited financial statements required by Section 6.01(a) of the Agreement for the fiscal year of the ~~Company and its Subsidiaries~~ Borrower ended as of the above date, together with the report and opinion of ~~the~~ an independent certified public accountant required by such ~~Section~~section. 1. ~~[Use following paragraph 1~~ The Borrower has delivered the unaudited financial statements required by Section 6.01(b) of the Agreement for the fiscal quarter of the Borrower ended as of the above date. To the knowledge of the undersigned, such financial statements fairly present, in all material respects, the financial condition, results of operations and cash flows of the Borrower and its Subsidiaries in accordance with GAAP as at such date and for such period, subject only to normal year-end audit adjustments and the absence of footnotes. 2. The undersigned has reviewed and is familiar with the terms of the Agreement and has made, or has caused to be made under his/her supervision, a detailed review of the transactions and condition (financial or otherwise) of the Borrower during the accounting period covered by such financial statements]. 3. A review of the activities of the Borrower during such fiscal period has been made under the supervision of the undersigned with a view to determining whether during such fiscal period the Borrower performed and observed, in all material respects, all its Obligations under the Loan Documents, and 2 If this is not checked, this certificate will only be posted to Private Side Lenders.

Appears in 1 contract

Sources: Credit Agreement (Tanger Properties LTD Partnership /Nc/)

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