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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:\n1. On ___________________________________ (a Business Day).\n2. In the amount of $_______________________.\n3. 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: \u2587\u2587\u2587\u2587\u2587\u2587\u2587 \u2587-\u2587 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 ------------- --------- --------- -------- ------------- ------------ -------- \u2587\u2587\u2587\u2587\u2587\u2587\u2587 \u2587-\u2587 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 ---- --------- --------- -------- ------------- ------------ -------- \u2587\u2587\u2587\u2587\u2587\u2587\u2587 \u2587-\u2587 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]\n1. 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. 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"default-exists", "type": "clause", "offset": [10768, 10782]}, {"key": "a-list", "type": "definition", "offset": [10948, 10954]}, {"key": "default-or-event-of-default", "type": "definition", "offset": [10968, 10995]}], "snippet": "Type of Swing Line Loan requested 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. [MIDCOAST ENERGY PARTNERS, L.P., a Delaware limited partnership By: Midcoast Holdings, L.L.C., its general partner, a Delaware limited liability company By: Name: Title: ] [MIDCOAST OPERATING, L.P., a Texas limited partnership By: Midcoast OLP GP, L.L.C., its general partner, a Delaware limited liability company By: Name: Title: ] $ , 20 FOR VALUE RECEIVED, the undersigned (the \u201cBorrower\u201d), hereby promises to pay to the order of or its permitted registered assigns (the \u201cLender\u201d), in accordance with the provisions of the Credit Agreement (as hereinafter defined) the principal amount of each Loan from time to time made by the Lender to the Borrower under that certain Credit Agreement, dated as of November 13, 2013 (as amended, restated, extended, supplemented or otherwise modified in writing from time to time, the \u201cCredit Agreement;\u201d the terms defined therein being used herein as therein defined), among the Borrowers (as therein defined), the Subsidiary Guarantors party thereto, the Lenders from time to time party thereto, and Bank of America, N.A., as Administrative Agent, an L/C Issuer and Swing Line Lender. The Borrower promises to pay interest on the unpaid principal amount of each Loan from the date of such Loan until such principal amount is paid in full, at such interest rates, and at such times as are specified in the Credit Agreement. All payments of principal of and interest on this Note shall be made to the Administrative Agent for the account of the Lender in Dollars in immediately available funds at the Administrative Agent\u2019s 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 Note is one of the Notes referred to in the Credit Agreement, is entitled to the benefits thereof and is subject to optional prepayment in whole or in part as provided therein. This Note may be secured and is guaranteed as provided in the Credit Agreement and other Loan Documents. Reference is hereby made to the Credit Agreement and other Loan Documents for a description of the properties and assets in which a security interest has been or may be granted, the nature and extent of the security and the guarantees, the terms and conditions upon which the security interests were or may be granted and upon which each guarantee was granted and the rights of the holder of this Note in respect thereof. During the continuance of one or more of the Events of Default specified in the Credit Agreement, all amounts then remaining unpaid on this Note shall become, or may be declared to be, immediately due and payable all as provided in the Credit Agreement. Loans made by the Lender shall be evidenced by one or more loan accounts or records maintained by the Lender in the ordinary course of business. The Lender may also attach schedules to this Note and endorse thereon the date, amount and maturity of its Loans and payments with respect thereto. The Borrower, for itself, its successors and assigns, hereby waives diligence, presentment, protest and demand and notice of any kind in connection with this Note. THIS NOTE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK. [MIDCOAST ENERGY PARTNERS, L.P., a Delaware limited partnership By: Midcoast Holdings, L.L.C., its general partner, a Delaware limited liability company By: Name: Title: ] [MIDCOAST OPERATING, L.P., a Texas limited partnership By: Midcoast OLP GP, L.L.C., its general partner, a Delaware limited liability company By: Name: Title: ] $ , 20 FOR VALUE RECEIVED, the undersigned (the \u201cBorrower\u201d), hereby promises to pay to the order of [the Swing Line Lender] (the \u201cSwing Line Lender\u201d), at such time or times as provided in the Credit Agreement referred to below, the principal amount of each Swing Line Loan from time to time made by the Swing Line Lender to the Borrower under that certain Credit Agreement, dated as of November 13, 2013 (as amended, restated, extended, supplemented or otherwise modified in writing from time to time, the \u201cCredit Agreement;\u201d the terms defined therein being used herein as therein defined), among the Borrowers (as therein defined), the Subsidiary Guarantors party thereto, the Lenders from time to time party thereto, and Bank of America, N.A., as Administrative Agent, an L/C Issuer and the Swing Line Lender. The Borrower promises to pay interest on the unpaid principal amount of each Swing Line Loan from the date of such Loan until such principal amount is paid in full, at such interest rates, and at such times as are specified in the Credit Agreement. All payments of principal of and interest on this Note shall be made to the Swing Line Lender in Dollars in immediately available funds at the Swing Line Lender\u2019s 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 Note is one of the Notes referred to in the Credit Agreement, is entitled to the benefits thereof and is subject to optional prepayment in whole or in part as provided therein. This Note may be secured and is guaranteed as provided in the Credit Agreement and other Loan Documents. Reference is hereby made to the Credit Agreement and other Loan Documents for a description of the properties and assets in which a security interest has been or may be granted, the nature and extent of the security and the guarantees, the terms and conditions upon which the security interests were or may be granted and upon which each guarantee was granted and the rights of the holder of this Note in respect thereof. During the continuance of one or more of the Events of Default specified in the Credit Agreement, all amounts then remaining unpaid on this Swing Line Note shall become, or may be declared to be, immediately due and payable all as provided in the Credit Agreement. Loans made by the Swing Line Lender shall be evidenced by one or more loan accounts or records maintained by the Swing Line Lender in the ordinary course of business. The Swing Line Lender may also attach schedules to this Swing Line Note and endorse thereon the date, amount and maturity of its Swing Line Loans and payments with respect thereto. The Borrower, for itself, its successors and assigns, hereby waives diligence, presentment, protest and demand and notice of any kind in connection with this Note. THIS NOTE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK. [MIDCOAST ENERGY PARTNERS, L.P., a Delaware limited partnership By: Midcoast Holdings, L.L.C., its general partner, a Delaware limited liability company By: Name: Title: ] [MIDCOAST OPERATING, L.P., a Texas limited partnership By: Midcoast OLP GP, L.L.C., its general partner, a Delaware limited liability company By: Name: Title: ] To: Bank of America, N.A., as Administrative Agent Ladies and Gentlemen: Reference is made to that certain Credit Agreement, dated as of November 13, 2013 (as amended, restated, extended, supplemented or otherwise modified in writing from time to time, the \u201cAgreement;\u201d the terms defined therein being used herein as therein defined), among Midcoast Energy Partners, L.P. and Midcoast Operating, L.P. (collectively, the \u201cBorrowers\u201d), the Subsidiary Guarantors party thereto, the Lenders from time to time party thereto, and Bank of America, N.A., as Administrative Agent, an L/C Issuer and the Swing Line Lender. The undersigned Responsible Officer hereby certifies as of the date hereof that he/she is the of the General Partner, and that, as such, he/she is authorized to execute and deliver this Certificate to the Administrative Agent on the behalf of the Parent Borrower, and that: [Use following for fiscal year-end financial statements]\n1. Filed with the Parent Borrower\u2019s Form 10-K for its fiscal year ended , 20 , are the year-end financial statements for the Parent Borrower and its Subsidiaries required by Section 6.01(a), and if the Parent Borrower has designated any Subsidiary as an Unrestricted Subsidiary, attached hereto as Schedule 1 are the year-end financial statements, adjusted to exclude the assets and operations of Unrestricted Subsidiaries which financial statements fairly present the financial conditions, results of operations and cash flows of the Parent Borrower and its Subsidiaries in accordance with GAAP as at such date for such period, subject only to the absence of footnotes. [Use following for fiscal quarter-end financial statements]\n1. Filed with the Parent Borrower\u2019s Form 10-Q for its fiscal quarter ended , 20 are the unaudited financial statements required by Section 6.01(b) for the fiscal quarter ended as of the above date, and if the Parent Borrower has designated any Subsidiary as an Unrestricted Subsidiary, attached hereto as Schedule 1 are unaudited financial statements for the fiscal quarter ended as of the above date, adjusted to exclude the assets and operations of Unrestricted Subsidiaries. Such financial statements fairly present the financial condition, results of operations and cash flows of the Parent 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.\n2. 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 reasonable review of the transactions and condition (financial or otherwise) of the Parent Borrower and its Subsidiaries and Unrestricted Subsidiaries during the accounting period covered by the attached financial statements.\n3. A review of the activities of the Parent Borrower and its Subsidiaries and Unrestricted Subsidiaries during such fiscal period has been made under the supervision of the undersigned with a view to determining whether during such fiscal period the Parent Borrower and each of its Subsidiaries and Unrestricted Subsidiaries performed and observed all its Obligations under the Loan Documents, and [select one] to the best knowledge of the undersigned, during such fiscal period, (a) the Parent Borrower and each of its Subsidiaries performed and observed each covenant and condition of the Loan Documents applicable to it and (b) no Default exists. to the best knowledge of the undersigned, during such fiscal period, the following covenants or conditions have not been performed or observed and the following is a list of each such Default or Event of Default and its nature and status:", "samples": [{"hash": "h0c4qgz2tya", "uri": "/contracts/h0c4qgz2tya#comprised-of", "label": "Credit Agreement 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