364-Day Credit Agreement Sample Contracts

364-Day CREDIT AGREEMENT Dated as of October 27, 2015 Among MAGELLAN MIDSTREAM PARTNERS, L.P., the Lenders Party Hereto, WELLS FARGO BANK, NATIONAL ASSOCIATION, as Administrative Agent, JPMORGAN CHASE BANK, N.A., as Co- Syndication Agent and SUNTRUST BANK, as Co-Syndication Agent WELLS FARGO SECURITIES, LLC, J.P. MORGAN SECURITIES LLC and SUNTRUST ROBINSON HUMPHREY, INC., as Joint Bookrunners and Lead Arrangers (October 28th, 2015)

THIS 364-DAY CREDIT AGREEMENT (this Agreement) dated as of October 27, 2015, among MAGELLAN MIDSTREAM PARTNERS, L.P., a Delaware limited partnership (the Borrower), the LENDERS party hereto, WELLS FARGO BANK, NATIONAL ASSOCIATION, as Administrative Agent, JPMORGAN CHASE BANK, N.A., as Co-Syndication Agent and SUNTRUST BANK, as Co-Syndication Agent.

364-Day CREDIT AGREEMENT Dated as of September 30, 2015 Among HONEYWELL INTERNATIONAL INC., as Borrower, and THE INITIAL LENDERS NAMED HEREIN, as Initial Lenders, and CITIBANK, N.A., as Administrative Agent and BANK OF AMERICA, N.A., BARCLAYS BANK PLC and GOLDMAN SACHS BANK USA, as Documentation Agents and CITIGROUP GLOBAL MARKETS INC. MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED BARCLAYS BANK PLC and GOLDMAN SACHS BANK USA, as Joint Lead Arrangers and Co-Book Managers (October 1st, 2015)

Page ARTICLE I 6 SECTION 1.01. Certain Defined Terms 6 SECTION 1.02. Computation of Time Periods 19 SECTION 1.03. Accounting Terms 19 ARTICLE II 19 SECTION 2.01. The Advances 19 SECTION 2.02. Making the Advances 19 SECTION 2.03. [Reserved] 21 SECTION 2.04. [Reserved] 21 SECTION 2.05. Fees 21 SECTION 2.06. Termination or Reduction of the Commitments 21 SECTION 2.07. Repayment of Advances 23 SECTION 2.08. Interest on Advances 23 SECTION 2.09. Interest Rate Determination 24 SECTION 2.10. Prepayments of Advances 25 SECTION 2.11. Increased Costs 26 SECTION 2.12. Illegality 28 SECTION 2.13. Payments and Computations

US$2,750,000,000 364-Day CREDIT AGREEMENT Dated as of June 17, 2015, Among AUTOMATIC DATA PROCESSING, INC. The BORROWING SUBSIDIARIES Referred to Herein the LENDERS Party Hereto JPMORGAN CHASE BANK, N.A., as Administrative Agent BANK OF AMERICA, N.A. BNP PARIBAS WELLS FARGO BANK, N.A. And CITIBANK, N.A., as Syndication Agents DEUTSCHE BANK SECURITIES INC. BARCLAYS BANK PLC and THE BANK OF TOKYO-MITSUBISHI UFJ, LTD., as Documentation Agents J.P. MORGAN SECURITIES LLC MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED BNP PARIBAS SECURITIES CORP. WELLS FARGO SECURITIES, LLC and CITIGROUP GLOBAL (June 19th, 2015)

364-DAY CREDIT AGREEMENT dated as of June 17, 2015 (this "Agreement"), among AUTOMATIC DATA PROCESSING, INC., a Delaware corporation (the "Company"); the BORROWING SUBSIDIARIES from time to time party hereto (the Company and the Borrowing Subsidiaries being collectively called the "Borrowers"); the LENDERS from time to time party hereto; and JPMORGAN CHASE BANK, N.A., as Administrative Agent.

Plains Gp Holdings Lp – 364-Day CREDIT AGREEMENT Dated as of January 16, 2015 Among PLAINS ALL AMERICAN PIPELINE, L.P., as Borrower, BANK OF AMERICA, N.A., as Administrative Agent, CITIBANK, N.A., JPMORGAN CHASE BANK, N.A. And WELLS FARGO BANK, NATIONAL ASSOCIATION, as Co-Syndication Agents, DNB BANK ASA, NEW YORK BRANCH and MIZUHO BANK, LTD., as Co-Documentation Agents, and the Other Lenders Party Hereto MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED and CITIGROUP GLOBAL MARKETS INC., DNB MARKETS, INC., J.P. MORGAN SECURITIES LLC, MIZUHO BANK, LTD. And WELLS FARGO SECURITIES, LLC, as Joint Lead Arrangers and Joi (January 20th, 2015)

This 364-DAY CREDIT AGREEMENT (Agreement) is entered into as of January 16, 2015, among PLAINS ALL AMERICAN PIPELINE, L.P., a Delaware limited partnership (the Borrower), each lender from time to time party hereto (collectively, the Lenders and individually, a Lender), CITIBANK, N.A., JPMORGAN CHASE BANK, N.A. and WELLS FARGO BANK, NATIONAL ASSOCIATION as Co-Syndication Agents, DNB BANK ASA, NEW YORK BRANCH and MIZUHO BANK, LTD. as Co-Documentation Agents, and BANK OF AMERICA, N.A., as Administrative Agent.

Plains All American Pipeline – 364-Day CREDIT AGREEMENT Dated as of January 16, 2015 Among PLAINS ALL AMERICAN PIPELINE, L.P., as Borrower, BANK OF AMERICA, N.A., as Administrative Agent, CITIBANK, N.A., JPMORGAN CHASE BANK, N.A. And WELLS FARGO BANK, NATIONAL ASSOCIATION, as Co-Syndication Agents, DNB BANK ASA, NEW YORK BRANCH and MIZUHO BANK, LTD., as Co-Documentation Agents, and the Other Lenders Party Hereto MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED and CITIGROUP GLOBAL MARKETS INC., DNB MARKETS, INC., J.P. MORGAN SECURITIES LLC, MIZUHO BANK, LTD. And WELLS FARGO SECURITIES, LLC, as Joint Lead Arrangers and Joi (January 20th, 2015)

This 364-DAY CREDIT AGREEMENT (Agreement) is entered into as of January 16, 2015, among PLAINS ALL AMERICAN PIPELINE, L.P., a Delaware limited partnership (the Borrower), each lender from time to time party hereto (collectively, the Lenders and individually, a Lender), CITIBANK, N.A., JPMORGAN CHASE BANK, N.A. and WELLS FARGO BANK, NATIONAL ASSOCIATION as Co-Syndication Agents, DNB BANK ASA, NEW YORK BRANCH and MIZUHO BANK, LTD. as Co-Documentation Agents, and BANK OF AMERICA, N.A., as Administrative Agent.

364-Day CREDIT AGREEMENT Dated as of December 19, 2014 Among AUTOZONE, INC., as Borrower, THE SEVERAL LENDERS FROM TIME TO TIME PARTY HERETO AND WELLS FARGO BANK, NATIONAL ASSOCIATION, as Administrative Agent and U.S. BANK NATIONAL ASSOCIATION, as Syndication Agent WELLS FARGO SECURITIES, LLC and U.S. BANK NATIONAL ASSOCIATION, as Joint Lead Arrangers and Joint Book Runners (December 22nd, 2014)

THIS 364-DAY CREDIT AGREEMENT dated as of December 19, 2014 (Credit Agreement), is by and among AUTOZONE, INC., a Nevada corporation (the Borrower), the several lenders identified on the signature pages hereto and such other lenders as may from time to time become a party hereto (the Lenders), WELLS FARGO BANK, NATIONAL ASSOCIATION, as administrative agent for the Lenders (in such capacity, the Administrative Agent), and U.S. BANK NATIONAL ASSOCIATION, as syndication agent (in such capacity, the Syndication Agent).

Baxter International – U.S. $1,800,000,000 364 DAY CREDIT AGREEMENT Dated as of December 10, 2014 Among BAXTER INTERNATIONAL INC. As Borrower THE FINANCIAL INSTITUTIONS NAMED HEREIN as Banks JPMORGAN CHASE BANK, NATIONAL ASSOCIATION as Administrative Agent and GOLDMAN SACHS BANK USA as Syndication Agent J.P. MORGAN SECURITIES LLC and GOLDMAN SACHS BANK USA as Co-Lead Arrangers and Joint Bookrunners (December 16th, 2014)

Baxter International Inc., a Delaware corporation (the Borrower), the financial institutions listed on the signature pages of this Agreement under the heading Banks (such financial institutions and any successor financial institution that becomes a party to this Agreement pursuant to Sections 5.18 or 11.06 hereinafter referred to as the Banks), and JPMorgan Chase Bank, National Association (JPMorgan Chase), as administrative agent hereunder (such administrative agent and any successor administrative agent appointed pursuant to Section 10.06 hereinafter referred to as the Administrative Agent), agree as follows:

364-Day CREDIT AGREEMENT Dated as of June 27, 2014 Among TYCO ELECTRONICS GROUP S.A., as Borrower TE CONNECTIVITY LTD., as Guarantor the LENDERS Party Hereto and CITIBANK, N.A., as Administrative Agent, CITIGROUP GLOBAL MARKETS INC., as Sole Bookrunner and Sole Lead Arranger (June 27th, 2014)

364-DAY CREDIT AGREEMENT (this Agreement), dated as of June 27, 2014, among TYCO ELECTRONICS GROUP S.A., a Luxembourg company (the Borrower), TE CONNECTIVITY LTD., a Switzerland company (the Guarantor), the LENDERS party hereto and CITIBANK, N.A., as Administrative Agent.

US$2,250,000,000 364-Day CREDIT AGREEMENT Dated as of June 18, 2014 Among AUTOMATIC DATA PROCESSING, INC. The BORROWING SUBSIDIARIES Referred to Herein the LENDERS Party Hereto JPMORGAN CHASE BANK, N.A., as Administrative Agent BANK OF AMERICA, N.A. BNP PARIBAS WELLS FARGO BANK, N.A. And CITIBANK, N.A. As Syndication Agents DEUTSCHE BANK SECURITIES INC. And BARCLAYS BANK PLC as Documentation Agents (June 23rd, 2014)

364-DAY CREDIT AGREEMENT dated as of June 18, 2014 (this "Agreement"), among AUTOMATIC DATA PROCESSING, INC., a Delaware corporation (the "Company"); the BORROWING SUBSIDIARIES from time to time party hereto (the Company and the Borrowing Subsidiaries being collectively called the "Borrowers"); the LENDERS from time to time party hereto; and JPMORGAN CHASE BANK, N.A., as Administrative Agent.

SECTION 4.02. Authorization 35 SECTION 4.03. Enforceability 36 SECTION 4.04. Governmental Approvals 36 SECTION 4.05. Financial Statements; No Material Adverse Effect 36 SECTION 4.06. Litigation, Compliance With Laws 37 SECTION 4.07. Federal Reserve Regulations 37 SECTION 4.08. Taxes 37 SECTION 4.09. Employee Benefit Plans 37 SECTION 4.10. Environmental and Safety Matters 37 SECTION 4.11. Properties 38 SECTION 4.12. Investment Company Status 38 SECTION 4.13. Solvency 38 SECTION 4.14. Foreign Corrupt Practices Act 38 SECTION 4.15. OFAC 39 SECTION 4.16. USA PATRIOT Act 39 ARTICLE v Conditions SEC (June 4th, 2014)

CREDIT AGREEMENT (the Agreement) dated as of May 29, 2014, among ZIMMER HOLDINGS, INC., a Delaware corporation (the Company), the LENDERS (as defined herein) and CREDIT SUISSE AG, CAYMAN ISLANDS BRANCH, as administrative agent for the Lenders (in such capacity, the Administrative Agent).

The Walt Disney Company – 364-Day CREDIT AGREEMENT Dated as of March 14, 2014, Among THE WALT DISNEY COMPANY, as Borrower, the Lenders Party Hereto and CITIBANK, N.A. And JPMORGAN CHASE BANK, N.A., as Co-Administrative Agents, CITIBANK, N.A., as Designated Agent (March 20th, 2014)

364-DAY CREDIT AGREEMENT dated as of March 14, 2014, among THE WALT DISNEY COMPANY, a Delaware corporation (the "Borrower"), the banks, financial institutions and other institutional lenders party hereto and CITIBANK, N.A., as designated agent (together with any successor designated agent appointed pursuant to Article VII, the "Designated Agent") for the Lenders hereunder.

Toyota Motor Credit Corp – 364 DAY CREDIT AGREEMENT Dated as of November 22, 2013 Among TOYOTA MOTOR CREDIT CORPORATION, TOYOTA MOTOR FINANCE (NETHERLANDS) B.V., TOYOTA FINANCIAL SERVICES (UK) PLC, TOYOTA LEASING GMBH, TOYOTA CREDIT DE PUERTO RICO CORP., TOYOTA CREDIT CANADA INC., and TOYOTA KREDITBANK GMBH, as the Borrowers, BNP PARIBAS as Administrative Agent, Swing Line Agent and Swing Line Lender and the Other Lenders Party Hereto BNP PARIBAS SECURITIES CORP. CITIGROUP GLOBAL MARKETS INC. MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED THE BANK OF TOKYO-MITSUBISHI UFJ, LTD., as Joint Lead Arrangers and Joint Book (November 25th, 2013)

THIS 364 DAY CREDIT AGREEMENT (this "Agreement") dated as of November 22, 2013 is made among TOYOTA MOTOR CREDIT CORPORATION, a California corporation ("TMCC"), TOYOTA MOTOR FINANCE (NETHERLANDS) B.V., a corporation organized under the laws of the Netherlands ("TMFNL"), TOYOTA FINANCIAL SERVICES (UK) PLC, a corporation organized under the laws of England ("TFSUK"), TOYOTA LEASING GMBH , a corporation organized under the laws of Germany ("TLG"), TOYOTA CREDIT DE PUERTO RICO CORP., a corporation organized under the laws of the Commonwealth of Puerto Rico ("TCPR"), TOYOTA CREDIT CANADA INC., a corporation incorporated under the laws of Canada ("TCCI"), TOYOTA KREDITBANK GMBH, a corporation organized under the laws of Germany ("TKG" and, together with TMCC, TMFNL, TFSUK, TLG, TCPR and TCCI, the "Borrowers"), each lender from time to time party hereto (collectively, the "Lenders" and, individually, a "Lender"), BNP PARIBAS, as Administrative Agent, Swing Line Agent and Swing Line Lender, BN

364-Day CREDIT AGREEMENT Dated as of June 25, 2013, Among BEST BUY CO., INC., the SUBSIDIARY GUARANTORS Party Hereto, the LENDERS Party Hereto and JPMORGAN CHASE BANK, N.A., as Administrative Agent (June 28th, 2013)

364-DAY CREDIT AGREEMENT dated as of June 25, 2013, among BEST BUY CO., INC., the SUBSIDIARY GUARANTORS party hereto, the LENDERS party hereto and JPMORGAN CHASE BANK, N.A., as Administrative Agent.

US$2,000,000,000 364-Day CREDIT AGREEMENT Dated as of June 19, 2013 Among AUTOMATIC DATA PROCESSING, INC. The BORROWING SUBSIDIARIES Referred to Herein the LENDERS Party Hereto JPMORGAN CHASE BANK, N.A., as Administrative Agent BANK OF AMERICA, N.A. BNP PARIBAS WELLS FARGO BANK, N.A. BARCLAYS BANK PLC and CITIBANK, N.A. As Syndication Agents DEUTSCHE BANK SECURITIES INC. As Documentation Agent J.P. MORGAN SECURITIES LLC MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED BNP PARIBAS SECURITIES CORP. WELLS FARGO SECURITIES, LLC BARCLAYS BANK PLC and CITIGROUP GLOBAL MARKETS INC. As Joint Lead Ar (June 20th, 2013)

364-DAY CREDIT AGREEMENT dated as of June 19, 2013 (this "Agreement"), among AUTOMATIC DATA PROCESSING, INC., a Delaware corporation (the "Company"); the BORROWING SUBSIDIARIES from time to time party hereto (the Company and the Borrowing Subsidiaries being collectively called the "Borrowers"); the LENDERS from time to time party hereto; and JPMORGAN CHASE BANK, N.A., as Administrative Agent.

364-Day CREDIT AGREEMENT Dated as of March 22, 2013 Among CRANE CO. The Borrowing Subsidiaries Party Hereto the Lenders Party Hereto JPMORGAN CHASE BANK, N.A., as Administrative Agent WELLS FARGO BANK, NATIONAL ASSOCIATION, (March 27th, 2013)

364-DAY CREDIT AGREEMENT dated as of March 22, 2013 (as it may be amended, restated, supplemented or otherwise modified from time to time, this "Agreement"), among CRANE CO., the BORROWING SUBSIDIARIES party hereto, the LENDERS party hereto, WELLS FARGO BANK, NATIONAL ASSOCIATION, as syndication agent (in such capacity, the "Syndication Agent"), RBS CITIZENS, N.A., TD BANK, N.A. and THE BANK OF TOKYO-MITSUBISHI UFJ, LTD., as documentation agents (in such capacities, the "Documentation Agents"), and JPMORGAN CHASE BANK, N.A., as administrative agent (in such capacity, the "Administrative Agent").

The Walt Disney Company – 364-Day Credit Agreement (March 20th, 2013)

364-DAY CREDIT AGREEMENT dated as of March 15, 2013, among THE WALT DISNEY COMPANY, a Delaware corporation (the "Borrower"), the banks, financial institutions and other institutional lenders party hereto and CITIBANK, N.A., as designated agent (together with any successor designated agent appointed pursuant to Article VII, the "Designated Agent") for the Lenders hereunder.

Toyota Motor Credit Corp – 364 DAY CREDIT AGREEMENT Dated as of February 26, 2013 Among TOYOTA MOTOR CREDIT CORPORATION, TOYOTA MOTOR FINANCE (NETHERLANDS) B.V., TOYOTA FINANCIAL SERVICES (UK) PLC, TOYOTA LEASING GMBH, TOYOTA CREDIT DE PUERTO RICO CORP., TOYOTA CREDIT CANADA INC., and TOYOTA KREDITBANK GMBH, as the Borrowers, BNP PARIBAS as Administrative Agent, Swing Line Agent and Swing Line Lender and the Other Lenders Party Hereto BNP PARIBAS SECURITIES CORP. CITIGROUP GLOBAL MARKETS INC. MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED THE BANK OF TOKYO-MITSUBISHI UFJ, LTD., as Joint Lead Arrangers and Joint Book (February 28th, 2013)

THIS 364 DAY CREDIT AGREEMENT (this "Agreement") dated as of February 26, 2013 is made among TOYOTA MOTOR CREDIT CORPORATION, a California corporation ("TMCC"), TOYOTA MOTOR FINANCE (NETHERLANDS) B.V., a corporation organized under the laws of the Netherlands ("TMFNL"), TOYOTA FINANCIAL SERVICES (UK) PLC, a corporation organized under the laws of England ("TFSUK"), TOYOTA LEASING GMBH , a corporation organized under the laws of Germany ("TLG"), TOYOTA CREDIT DE PUERTO RICO CORP., a corporation organized under the laws of the Commonwealth of Puerto Rico ("TCPR"), TOYOTA CREDIT CANADA INC., a corporation incorporated under the laws of Canada ("TCCI"), TOYOTA KREDITBANK GMBH, a corporation organized under the laws of Germany ("TKG" and, together with TMCC, TMFNL, TFSUK, TLG, TCPR and TCCI, the "Borrowers"), each lender from time to time party hereto (collectively, the "Lenders" and, individually, a "Lender"), BNP PARIBAS, as Administrative Agent, Swing Line Agent and Swing Line Lender, BN

Baxter International – U.S. $3,100,000,000 364-Day CREDIT AGREEMENT Dated as of January 25, 2013 Among BAXTER INTERNATIONAL INC. As Borrower THE FINANCIAL INSTITUTIONS NAMED HEREIN as Banks JPMORGAN CHASE BANK, N.A. As Administrative Agent BANK OF AMERICA, N.A. And CITIBANK, N.A. As Syndication Agents J.P. MORGAN SECURITIES LLC as Lead Arranger and Lead Bookrunner and DEUTSCHE BANK SECURITIES INC., UBS AG, STAMFORD BRANCH, CREDIT SUISSE AG, and THE ROYAL BANK OF SCOTLAND PLC, as Documentation Agents (January 29th, 2013)

Baxter International Inc., a Delaware corporation (the Borrower), the financial institutions listed on the signature pages of this Agreement under the heading Banks (such financial institutions and any successor financial institution that becomes a party to this Agreement pursuant to Section 3.15 or 9.06 hereinafter referred to as the Banks), JPMorgan Chase Bank, N.A. (JPMorgan Chase), as administrative agent hereunder (such administrative agent and any successor administrative agent appointed pursuant to Section 8.06 hereinafter referred to as the Administrative Agent), each of Bank of America, N.A. (Bank of America) and Citibank, N.A. (Citibank), as Syndication Agents (Bank of America and Citibank, collectively, hereinafter referred to as the Syndication Agents), J.P. Morgan Securities LLC, as lead arranger and lead bookrunner hereunder (hereinafter referred to as the Lead Arranger), and Deutsche Bank Securities Inc., UBS AG, Credit Suisse AG and The Royal Bank of Scotland PLC, as do

Credit Agreement (December 3rd, 2012)

This CREDIT AGREEMENT (this "Agreement") is entered into as of December 1, 2012, among EQUIFAX INC., a Georgia corporation (the "Borrower"), each lender from time to time party hereto (collectively, the "Lenders" and individually, a "Lender"), and BANK OF AMERICA, N.A., as Administrative Agent.

364-Day Credit Agreement (September 7th, 2012)

364-DAY CREDIT AGREEMENT dated as of September 4, 2012, among NORTHROP GRUMMAN CORPORATION, a Delaware corporation, as Borrower; NORTHROP GRUMMAN SYSTEMS CORPORATION, a Delaware corporation, as Guarantor; the LENDERS party hereto; JPMORGAN CHASE BANK, N.A., as Administrative Agent; and CITIBANK, N.A., THE ROYAL BANK OF SCOTLAND PLC and WELLS FARGO BANK, NATIONAL ASSOCIATION, as Syndication Agents.

Best Buy – 364-Day CREDIT AGREEMENT Dated as of August 31, 2012, Among BEST BUY CO., INC., the SUBSIDIARY GUARANTORS Party Hereto, the LENDERS Party Hereto and JPMORGAN CHASE BANK, N.A., as Administrative Agent (September 5th, 2012)

364-DAY CREDIT AGREEMENT dated as of August 31, 2012, among BEST BUY CO., INC., the SUBSIDIARY GUARANTORS party hereto, the LENDERS party hereto and JPMORGAN CHASE BANK, N.A., as Administrative Agent.

U.S. $500,000,000 364-Day CREDIT AGREEMENT Dated as of August 10, 2012 Among ECOLAB INC., as Borrower, THE FINANCIAL INSTITUTIONS NAMED HEREIN, as Banks, BANK OF AMERICA, N.A., as Administrative Agent JPMORGAN CHASE BANK, N.A., SUMITOMO MITSUI BANKING CORPORATION, THE BANK OF TOKYO-MITSUBISHI UFJ, LTD., and CREDIT SUISSE AG, CAYMAN ISLANDS BRANCH, as Co-Syndication Agents, MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED, J.P. MORGAN SECURITIES LLC, SUMITOMO MITSUI BANKING CORPORATION, THE BANK OF TOKYO-MITSUBISHI UFJ, LTD., and CREDIT SUISSE SECURITIES (USA) LLC, as Joint Lead Arrangers (August 10th, 2012)

ECOLAB INC., a Delaware corporation, the financial institutions party hereto as Banks from time to time, BANK OF AMERICA, N.A. (Bank of America), as administrative agent (the Agent) for the Banks hereunder, and JPMORGAN CHASE BANK, N.A., SUMITOMO MITSUI BANKING CORPORATION, THE BANK OF TOKYO-MITSUBISHI UFJ, LTD., and CREDIT SUISSE AG, CAYMAN ISLANDS BRANCH, as co-syndication agents, agree as follows:

364-Day CREDIT AGREEMENT Dated as of July 13, 2012 Among STANLEY BLACK & DECKER, INC., as Initial Borrower THE BLACK & DECKER CORPORATION, as Subsidiary Guarantor and THE INITIAL LENDERS NAMED HEREIN, as Initial Lenders and CITIBANK, N.A., as Administrative Agent CITIGROUP GLOBAL MARKETS INC., J.P. MORGAN SECURITIES LLC and MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED, as Lead Arrangers and Book Runners JPMORGAN CHASE BANK, N.A. And BANK OF AMERICA, N.A., as Syndication Agents (July 18th, 2012)

This 364-DAY CREDIT AGREEMENT (as amended, supplemented or otherwise modified from time to time, the Agreement) is made as of July 13, 2012 between STANLEY BLACK & DECKER, INC., a Connecticut corporation (the Company), THE BLACK & DECKER CORPORATION, a Maryland corporation (the Subsidiary Guarantor), the banks, financial institutions and other institutional lenders (the Initial Lenders) listed on the signature pages hereof, and CITIBANK, N.A. (Citibank), as administrative agent (in such capacity, the Administrative Agent) for the Lenders (as hereinafter defined).

US$2,000,000,000 364-Day CREDIT AGREEMENT Dated as of June 20, 2012 Among AUTOMATIC DATA PROCESSING, INC. The BORROWING SUBSIDIARIES Referred to Herein the LENDERS Party Hereto JPMORGAN CHASE BANK, N.A., as Administrative Agent BANK OF AMERICA, N.A. BNP PARIBAS WELLS FARGO BANK, N.A. BARCLAYS BANK PLC and CITIBANK, N.A. As Syndication Agents DEUTSCHE BANK SECURITIES INC. As Documentation Agent (June 22nd, 2012)

364-DAY CREDIT AGREEMENT dated as of June 20, 2012 (this "Agreement"), among AUTOMATIC DATA PROCESSING, INC., a Delaware corporation (the "Company"); the BORROWING SUBSIDIARIES from time to time party hereto (the Company and the Borrowing Subsidiaries being collectively called the "Borrowers"); the LENDERS from time to time party hereto; and JPMORGAN CHASE BANK, N.A., as Administrative Agent.

364-Day CREDIT AGREEMENT Dated as of April 11, 2012 Among THERMO FISHER SCIENTIFIC INC. As Company, BANK OF AMERICA, N.A., as Administrative Agent and the Other Lenders Party Hereto BARCLAYS BANK PLC, as Syndication Agent MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED and BARCLAYS BANK PLC, as Joint Lead Arrangers and Joint Book Managers (April 13th, 2012)

This 364-DAY CREDIT AGREEMENT (this Agreement) is entered into as of April 11, 2012, among THERMO FISHER SCIENTIFIC INC., a Delaware corporation (the Company), each lender from time to time party hereto (collectively, the Lenders and individually, a Lender) and BANK OF AMERICA, N.A., as Administrative Agent.

Toyota Motor Credit Corp – 364 DAY CREDIT AGREEMENT Dated as of February 28, 2012 Among TOYOTA MOTOR CREDIT CORPORATION, TOYOTA MOTOR FINANCE (NETHERLANDS) B.V., TOYOTA FINANCIAL SERVICES (UK) PLC, TOYOTA LEASING GMBH, TOYOTA CREDIT DE PUERTO RICO CORP., TOYOTA CREDIT CANADA INC., and TOYOTA KREDITBANK GMBH, as the Borrowers, BNP PARIBAS as Administrative Agent, Swing Line Agent and Swing Line Lender and the Other Lenders Party Hereto BNP PARIBAS SECURITIES CORP. CITIGROUP GLOBAL MARKETS INC. MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED THE BANK OF TOKYO-MITSUBISHI UFJ, LTD., as Joint Lead Arrangers and Joint Book (March 1st, 2012)

THIS 364 DAY CREDIT AGREEMENT (this "Agreement") dated as of February 28, 2012 is made among TOYOTA MOTOR CREDIT CORPORATION, a California corporation ("TMCC"), TOYOTA MOTOR FINANCE (NETHERLANDS) B.V., a corporation organized under the laws of the Netherlands ("TMFNL"), TOYOTA FINANCIAL SERVICES (UK) PLC, a corporation organized under the laws of England ("TFSUK"), TOYOTA LEASING GMBH , a corporation organized under the laws of Germany ("TLG"), TOYOTA CREDIT DE PUERTO RICO CORP., a corporation organized under the laws of the Commonwealth of Puerto Rico ("TCPR"), TOYOTA CREDIT CANADA INC., a corporation incorporated under the laws of Canada ("TCCI"), TOYOTA KREDITBANK GMBH, a corporation organized under the laws of Germany ("TKG" and, together with TMCC, TMFNL, TFSUK, TLG, TCPR and TCCI, the "Borrowers"), each lender from time to time party hereto (collectively, the " Lenders" and, individually, a "Lender"), BNP PARIBAS, as Administrative Agent, Swing Line Agent and Swing Line Lender, B

364-Day CREDIT AGREEMENT Dated as of December 20, 2011, Among TYCO ELECTRONICS GROUP S.A., as Borrower TE CONNECTIVITY LTD., as Guarantor the LENDERS Party Hereto and JPMORGAN CHASE BANK, N.A., as Administrative Agent (December 21st, 2011)

364-DAY CREDIT AGREEMENT dated as of December 20, 2011 (this Agreement), among TYCO ELECTRONICS GROUP S.A., a company organized under the laws of the Grand Duchy of Luxembourg (the Borrower), TE CONNECTIVITY LTD., a company organized under the laws of Switzerland (the Guarantor), the LENDERS party hereto and JPMORGAN CHASE BANK, N.A., as Administrative Agent.

U.S. $5,000,000,000 364-Day CREDIT AGREEMENT Dated as of December 19, 2011 Among AT&T INC. As Company and THE INITIAL LENDERS NAMED HEREIN as Initial Lenders and CITIBANK, N.A. As Administrative Agent and CITIGROUP GLOBAL MARKETS INC. JPMORGAN SECURITIES LLC BARCLAYS CAPITAL and MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED as Joint Lead Arrangers and Joint Bookrunners and JPMORGAN CHASE BANK, N.A. As Syndication Agent and BANK OF AMERICA, N.A. BARCLAYS BANK PLC and DEUTSCHE BANK SECURITIES INC. As Documentation Agents (December 19th, 2011)

This Co-Borrower Joinder Agreement shall be governed by, and construed in accordance with, the laws of the State of New York.

Plains All American Pipeline – 364-Day CREDIT AGREEMENT Dated as of December 9, 2011 Among PLAINS ALL AMERICAN PIPELINE, L.P., as Borrower, DNB BANK ASA, as Administrative Agent, BANK OF AMERICA, N.A. And JPMORGAN CHASE BANK, N.A., as Co-Syndication Agents, and the Other Lenders Party Hereto DNB MARKETS, INC., MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED and J.P. MORGAN SECURITIES LLC, as Joint Bookrunners and Co- Lead Arrangers Senior Unsecured 364-Day Revolving Credit Facility (December 15th, 2011)

This 364-DAY CREDIT AGREEMENT (Agreement) is entered into as of December 9, 2011, among PLAINS ALL AMERICAN PIPELINE, L.P., a Delaware limited partnership (the Borrower), each lender from time to time party hereto (collectively, the Lenders and individually, a Lender), BANK OF AMERICA, N.A. and JPMORGAN CHASE BANK, N.A, as Co-Syndication Agents, and DNB BANK ASA, as Administrative Agent.

364-Day CREDIT AGREEMENT Dated as of October 12, 2011 Among AMERICAN INTERNATIONAL GROUP, INC., the Subsidiary Borrowers Party Hereto, the Lenders Party Hereto and JPMORGAN CHASE BANK, N.A., as Administrative Agent J.P. MORGAN SECURITIES LLC, and CITIGROUP GLOBAL MARKETS INC., as Joint Lead Arrangers and Joint Bookrunners CITIBANK, N.A., as Syndication Agent BANCO SANTANDER, S.A., NEW YORK BRANCH, BARCLAYS BANK PLC, BNP PARIBAS, CREDIT SUISSE AG, NEW YORK BRANCH, DEUTSCHE BANK SECURITIES INC., GOLDMAN SACHS BANK USA, MIHI LLC, MORGAN STANLEY BANK, N.A., ROYAL BANK OF CANADA, STANDARD CHARTERED (October 13th, 2011)

364-DAY CREDIT AGREEMENT dated as of October 12, 2011 among AMERICAN INTERNATIONAL GROUP, INC., the SUBSIDIARY BORROWERS party hereto, the LENDERS party hereto and JPMORGAN CHASE BANK, N.A., as Administrative Agent.

364-Day CREDIT AGREEMENT Dated as of October 7, 2011, Among BEST BUY CO., INC., the SUBSIDIARY GUARANTORS Party Hereto, the LENDERS Party Hereto and JPMORGAN CHASE BANK, N.A., as Administrative Agent as Joint Lead Arrangers and Joint Bookrunners BBVA SECURITIES INC., CITIBANK, N.A. AndMorgan Stanley MUFG Loan Partners, LLC, as Documentation Agents (October 12th, 2011)

364-DAY CREDIT AGREEMENT dated as of October 7, 2011, among BEST BUY CO., INC., the SUBSIDIARY GUARANTORS party hereto, the LENDERS party hereto and JPMORGAN CHASE BANK, N.A., as Administrative Agent.

364-Day CREDIT AGREEMENT Dated as of September 8, 2011 Among NORTHROP GRUMMAN CORPORATION the Lenders Party Hereto JPMORGAN CHASE BANK, N.A., as Administrative Agent CITIBANK, N.A., THE ROYAL BANK OF SCOTLAND PLC and WELLS FARGO BANK, NATIONAL ASSOCIATION, as Syndication Agents J.P. MORGAN SECURITIES LLC, CITIGROUP GLOBAL MARKETS INC., RBS SECURITIES INC. And WELLS FARGO SECURITIES, LLC, as Joint Lead Arrangers and Joint Bookrunners (September 13th, 2011)

364-DAY CREDIT AGREEMENT dated as of September 8, 2011, among NORTHROP GRUMMAN CORPORATION, a Delaware corporation, as Borrower; NORTHROP GRUMMAN SYSTEMS CORPORATION, a Delaware corporation, as Guarantor; the LENDERS party hereto; JPMORGAN CHASE BANK, N.A., as Administrative Agent; and CITIBANK, N.A., THE ROYAL BANK OF SCOTLAND PLC and WELLS FARGO BANK, NATIONAL ASSOCIATION, as Syndication Agents.

U.S. $2,000,000,000 364-Day CREDIT AGREEMENT Dated as of September 8, 2011 Among ECOLAB INC., as Borrower, THE FINANCIAL INSTITUTIONS NAMED HEREIN, as Banks, BANK OF AMERICA, N.A., as Administrative Agent JPMORGAN CHASE BANK, N.A., SUMITOMO MITSUI BANKING CORPORATION and THE BANK OF TOKYO-MITSUBISHI UFJ, LTD., as Co-Syndication Agents, MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED, J.P. MORGAN SECURITIES LLC, SUMITOMO MITSUI BANKING CORPORATION and THE BANK OF TOKYO-MITSUBISHI UFJ, LTD., as Joint Lead Arrangers (September 8th, 2011)

ECOLAB INC., a Delaware corporation, the financial institutions party hereto as Banks from time to time, BANK OF AMERICA, N.A. (Bank of America), as administrative agent (the Agent) for the Banks hereunder, and JPMORGAN CHASE BANK, N.A., SUMITOMO MITSUI BANKING CORPORATION and THE BANK OF TOKYO-MITSUBISHI UFJ, LTD., as co-syndication agents, agree as follows:

FIVE-YEAR CREDIT AGREEMENT Dated as of August 12, 2011 Amending and Restating 364-Day CREDIT AGREEMENT Dated as of October 15, 2010 Among METLIFE, INC. AND METLIFE FUNDING, INC., as Borrowers, BANK OF AMERICA, N.A., as Administrative Agent, Fronting L/C Issuer and Several L/C Agent, and the Other Lenders Party Hereto JPMORGAN CHASE BANK, N.A. And WELLS FARGO BANK, NATIONAL ASSOCIATION, as Co-Syndication Agents CREDIT SUISSE AG, NEW YORK BRANCH, DEUTSCHE BANK SECURITIES INC. And HSBC BANK USA, NATIONAL ASSOCIATION, as Co-Documentation Agents MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED, J (August 15th, 2011)

This FIVE-YEAR CREDIT AGREEMENT (Agreement), amending and restating that certain 364-Day Credit Agreement dated as of October 15, 2010, is entered into as of August 12, 2011, among METLIFE, INC. (MetLife) and METLIFE FUNDING, INC. (Funding; together with MetLife, each a Borrower and collectively the Borrowers), each lender from time to time party hereto (collectively, the Lenders and individually, a Lender), and BANK OF AMERICA, N.A., as Administrative Agent, Fronting L/C Issuer and Several L/C Agent.

364-Day CREDIT AGREEMENT Dated as of July 22, 2011 Among STANLEY BLACK & DECKER, INC., as Initial Borrower THE BLACK & DECKER CORPORATION, as Subsidiary Guarantor and THE INITIAL LENDERS NAMED HEREIN, as Initial Lenders and JPMORGAN CHASE BANK, N.A., as Administrative Agent J.P. MORGAN SECURITIES LLC and BARCLAYS BANK PLC, as Lead Arrangers and Book Runners BARCLAYS BANK PLC, as Syndication Agent (July 22nd, 2011)

This 364-DAY CREDIT AGREEMENT (as amended, supplemented or otherwise modified from time to time, the Agreement) is made as of July 22, 2011 between STANLEY BLACK & DECKER, INC. (formerly known as The Stanley Works), a Connecticut corporation (the Company), THE BLACK & DECKER CORPORATION, a Maryland corporation (the Subsidiary Guarantor), the banks, financial institutions and other institutional lenders (the Initial Lenders) listed on the signature pages hereof, and JPMORGAN CHASE BANK, N.A. (JPMorgan), as administrative agent (in such capacity, the Administrative Agent) for the Lenders (as hereinafter defined).