5-Year Credit Agreement Sample Contracts

5-Year CREDIT AGREEMENT Dated as of September 28, 2012 Among NATIONAL OILWELL VARCO, INC. As Borrower, WELLS FARGO BANK, NATIONAL ASSOCIATION, as Administrative Agent, an Issuing Lender and U.S. Swingline Lender THE LENDERS PARTY HERETO FROM TIME TO TIME WELLS FARGO SECURITIES, LLC, DNB MARKETS, INC., LLOYDS TSB BANK PLC, BARCLAYS BANK PLC, J.P. MORGAN SECURITIES LLC, THE BANK OF TOKYO-MITSUBISHI UFJ, LTD., AND CITIGROUP GLOBAL MARKETS INC. As Co-Lead Arrangers and Joint Book Runners DNB BANK ASA as Syndication Agent BARCLAYS BANK PLC, JPMORGAN CHASE BANK, N.A., LLOYDS TSB BANK PLC, THE BANK O (October 1st, 2012)

This 5-YEAR CREDIT AGREEMENT (Agreement) is entered into as of September 28, 2012, among NATIONAL OILWELL VARCO, INC., a Delaware corporation (Borrower), WELLS FARGO BANK, NATIONAL ASSOCIATION, as Administrative Agent (as defined below) and an Issuing Lender (as defined below), and each Lender (as defined below).

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:

5-Year CREDIT AGREEMENT Among INTERNATIONAL BUSINESS MACHINES CORPORATION the Subsidiary Borrowers Parties Hereto the Several Lenders From Time to Time Parties Hereto JPMORGAN CHASE BANK, N.A., as Administrative Agent BARCLAYS CAPITAL, BNP PARIBAS AND CITIBANK, N.A., as Syndication Agents and DEUTSCHE BANK SECURITIES INC., HSBC BANK USA, NATIONAL ASSOCIATION, MITSUBISHI UFJ FINANCIAL GROUP, INC., MIZUHO CORPORATE BANK, LTD., ROYAL BANK OF CANADA AND WELLS FARGO BANK, NATIONAL ASSOCIATION, as Documentation Agents Dated as of November 10, 2011 J.P. MORGAN SECURITIES LLC, BARCLAYS CAPITAL, BNP PA (November 14th, 2011)

CREDIT AGREEMENT, dated as of November 10, 2011, among INTERNATIONAL BUSINESS MACHINES CORPORATION, a New York corporation (IBM), each Subsidiary Borrower (as hereinafter defined), the several banks and other financial institutions from time to time parties to this Agreement (the Lenders), JPMORGAN CHASE BANK, N.A., as administrative agent for the Lenders hereunder (in such capacity, the Administrative Agent), BARCLAYS CAPITAL, BNP PARIBAS AND CITIBANK, N.A., as syndication agents (in such capacity, the Syndication Agents) and DEUTSCHE BANK SECURITIES INC., HSBC BANK USA, NATIONAL ASSOCIATION, MITSUBISHI UFJ FINANCIAL GROUP, INC., MIZUHO CORPORATE BANK, LTD., ROYAL BANK OF CANADA AND WELLS FARGO BANK, NATIONAL ASSOCIATION, as documentation agents (in such capacity, the Documentation Agents).

5-Year CREDIT AGREEMENT Dated as of August 26, 2011 Between INTERNATIONAL PAPER COMPANY the LENDERS Party Hereto and JPMORGAN CHASE BANK, N.A. As Administrative Agent CITIBANK, N.A. As Syndication Agent UBS SECURITIES LLC as Documentation Agent J.P. MORGAN SECURITIES LLC and CITIGROUP GLOBAL MARKETS INC. As Joint Lead Arrangers and Joint Bookrunners (August 31st, 2011)

5-YEAR CREDIT AGREEMENT (this Agreement), dated as of August 26, 2011, between INTERNATIONAL PAPER COMPANY, the LENDERS party hereto, and JPMORGAN CHASE BANK, N.A., as Administrative Agent.

5-Year CREDIT AGREEMENT Dated as of April 21, 2008 Among NATIONAL OILWELL VARCO, INC. As Borrower, WELLS FARGO BANK, NATIONAL ASSOCIATION, as Administrative Agent, Co-Lead Arranger and Joint Book Runner DNB NOR BANK ASA, as Co-Lead Arranger and Joint Book Runner THE LENDERS PARTY HERETO FROM TIME TO TIME FORTIS BANK S.A./N.V., NEW YORK BRANCH, THE BANK OF NOVA SCOTIA AND THE BANK OF TOKYO-MITSUBISHI UFJ, LTD. As Co-Documentation Agents (April 22nd, 2008)

This 5-YEAR CREDIT AGREEMENT (Agreement) is entered into as of April 21, 2008, among NATIONAL OILWELL VARCO, INC., a Delaware corporation (Borrower), WELLS FARGO BANK, NATIONAL ASSOCIATION, as Administrative Agent (as defined below), Co-Lead Arranger and Joint Book Runner, DNB NOR BANK ASA, as Co-Lead Arranger and Joint Book Runner, and each Lender (as defined below).

Amendment No. 2 to 5-Year Credit Agreement (April 24th, 2007)

AMENDMENT dated as of April 20, 2007 to the 5-Year Credit Agreement dated as of March 28, 2005 (the "Credit Agreement") among TEXTRON INC., the BANKS party thereto, JPMORGAN CHASE BANK, N.A., as Administrative Agent, and CITIBANK, N.A., as Syndication Agent.

5-Year CREDIT AGREEMENT Among INTERNATIONAL BUSINESS MACHINES CORPORATION the Subsidiary Borrowers Parties Hereto the Several Lenders From Time to Time Parties Hereto JPMORGAN CHASE BANK, N.A., as Administrative Agent and CITIBANK, N.A., as Syndication Agent Dated as of June 28, 2006 J.P. MORGAN SECURITIES INC. And CITIGROUP GLOBAL MARKETS INC., as Joint Lead Arrangers and Joint Bookrunners (June 29th, 2006)

CREDIT AGREEMENT, dated as of June 28, 2006, among INTERNATIONAL BUSINESS MACHINES CORPORATION, a New York corporation (IBM), each Subsidiary Borrower (as hereinafter defined), the several banks and other financial institutions from time to time parties to this Agreement (the Lenders), JPMORGAN CHASE BANK, N.A., as administrative agent for the Lenders hereunder (in such capacity, the Administrative Agent), and CITIBANK, N.A., as syndication agent (in such capacity, the Syndication Agent).

Amendment No. 1 to 5-Year Credit Agreement (April 25th, 2006)

AMENDMENT dated as of April 21, 2006 to the 5-Year Credit Agreement dated as of March 28, 2005 (the Credit Agreement) among TEXTRON INC., the BANKS party thereto, JPMORGAN CHASE BANK, N.A., as Administrative Agent, and CITIBANK, N.A., as Syndication Agent.

5-Year Credit Agreement Dated as of November 23, 2005 Among Legg Mason, Inc., as Borrower THE LENDERS PARTY HERETO Citicorp North America, Inc., as Administrative Agent T a B L E O F C O N T E N T S (November 29th, 2005)

CREDIT AGREEMENT dated as of November 23, 2005 (this "Agreement") among LEGG MASON, INC., a Maryland corporation (the "Borrower"), each of the Lenders (as defined below) party hereto, and CITICORP NORTH AMERICA, INC., as administrative agent for such Lenders (in such capacity, the "Administrative Agent").

Inergy – AMENDMENT NO. 5 Dated as of November 7, 2005 to 5-Year CREDIT AGREEMENT Dated as of December 17, 2004 (November 14th, 2005)

THIS AMENDMENT NO. 5 (this "Amendment") is made as of November 7, 2005 by and among Inergy, L.P. (the "Borrower"), the financial institutions listed on the signature pages hereof (the "Lenders") and JPMorgan Chase Bank, N.A., as Administrative Agent (the "Administrative Agent"), under that certain 5-Year Credit Agreement dated as of December 17, 2004 by and among the Borrower, the Lenders, the Co-Syndication Agents party thereto, the Co-Documentation Agents party thereto and the Administrative Agent (as amended, the "Credit Agreement"). Capitalized terms used herein and not otherwise defined herein shall have the respective meanings given to them in the Credit Agreement.

Aspen Insurance Holdings Limited – Page SECTION 1. DEFINITIONS 1 1.1 Defined Terms 1 1.2 Other Definitional Provisions 15 1.3 Exchange Rates 15 SECTION 2. AMOUNT AND TERMS OF COMMITMENTS 15 2.1 Revolving Commitments 15 2.2 Procedure for Borrowing 16 2.3 Fees 17 2.4 Termination or Reduction of Commitments 17 2.5 Optional and Mandatory Prepayments 17 2.6 Conversion and Continuation Options 18 2.7 Limitations on Eurodollar Tranches 18 2.8 Interest Rates and Payment Dates 18 2.9 Computation of Interest and Fees 19 2.10 Inability to Determine Interest Rate 19 2.11 Pro Rata Treatment and Payments 19 2.12 Requirements of Law 20 2.13 T (August 4th, 2005)

CREDIT AGREEMENT (this "Agreement"), dated as of August 2, 2005, among ASPEN INSURANCE HOLDINGS LIMITED, a Bermuda exempted limited liability company (the "Company"), the Subsidiary Borrowers (as defined below; together with the Company, collectively, the "Borrowers" and individually, a "Borrower"), the several banks and other financial institutions or entities from time to time parties to this Agreement (the "Lenders"), BANK OF AMERICA, N.A. and CALYON, NEW YORK BRANCH, as co-syndication agents (in such capacities, each a "Co-Syndication Agent"), CREDIT SUISSE, CAYMAN ISLANDS BRANCH and DEUTSCHE BANK AG, NEW YORK BRANCH, as co-documentation agents (in such capacities, each a "Co-Documentation Agent"), THE BANK OF NEW YORK, as collateral agent, and BARCLAYS BANK PLC, as administrative agent.

Consolidated Edison – 5-Year CREDIT AGREEMENT Dated as of April 14, 2005 Among Consolidated Edison Company of New York, Inc. Consolidated Edison, Inc. Orange and Rockland Utilities, Inc. The Banks Party Hereto and JPMorgan Chase Bank, N.A. As Administrative Agent (April 15th, 2005)

AGREEMENT dated as of April 14, 2005 among CONSOLIDATED EDISON COMPANY OF NEW YORK, INC., CONSOLIDATED EDISON, INC., ORANGE AND ROCKLAND UTILITIES, INC., the BANKS party hereto and JPMORGAN CHASE BANK, N.A., as Administrative Agent.

5-Year CREDIT AGREEMENT Dated as of March 28, 2005 Among TEXTRON INC., THE BANKS LISTED HEREIN, JPMORGAN CHASE BANK, N.A., as Administrative Agent and CITIBANK, N.A., as Syndication Agent ______________________ J.P. MORGAN SECURITIES INC. (March 31st, 2005)

5-YEAR CREDIT AGREEMENT, dated as of March 28, 2005, among TEXTRON INC., a Delaware corporation (together with its successors, the "Company"), the BANKS signatory hereto (each a "Bank" and collectively the "Banks"), JPMORGAN CHASE BANK, N.A., as Administrative Agent for the Banks (together with its successors in such capacity, the "Administrative Agent") and CITIBANK, N.A., as Syndication Agent for the Banks (together with its successors in such capacity, the "Syndication Agent").

Union Pacific Railroad – U.S. $1,000,000,000 5-Year REVOLVING CREDIT AGREEMENT Dated as of March 24, 2004 Among UNION PACIFIC CORPORATION, as Borrower THE BANKS PARTY HERETO, as Banks J.P. MORGAN SECURITIES INC., as Advisor, Lead Arranger and Bookrunner BANK OF AMERICA, N.A., CITIBANK, N.A., as Co-Syndication Agents CREDIT SUISSE FIRST BOSTON, BNP PARIBAS, as Co-Documentation Agents and JPMORGAN CHASE BANK, as Administrative Agent (March 29th, 2005)

REVOLVING CREDIT AGREEMENT, dated as of March 24, 2004, among UNION PACIFIC CORPORATION, a Utah corporation (the Borrower), the banks listed on the signature pages hereof and any other banks which from time to time become parties hereto pursuant to Section 2.17 or 8.07 of this Agreement (all such banks being referred to herein collectively as the Banks), and JPMORGAN CHASE BANK, as agent for the purposes hereinafter provided (in such capacity, together with its successors in such capacity, the Administrative Agent) for the Banks hereunder.

Inergy – 5-Year CREDIT AGREEMENT Dated as of DECEMBER 17, 2004 Among INERGY, L.P. As the Borrower the Lenders Party Hereto and JPMORGAN CHASE BANK, N.A., as Administrative Agent, LEHMAN COMMERCIAL PAPER INC. And WACHOVIA BANK, NATIONAL ASSOCIATION, as Co-Syndication Agents and FLEET NATIONAL BANK and BANK OF OKLAHOMA, NATIONAL ASSOCIATION, as Co-Documentation Agents (December 22nd, 2004)

5-YEAR CREDIT AGREEMENT dated as of December 17, 2004, among INERGY, L.P., the LENDERS party hereto, JPMORGAN CHASE BANK, N.A., as Administrative Agent, LEHMAN COMMERCIAL PAPER INC. and WACHOVIA BANK, NATIONAL ASSOCIATION, as Co-Syndication Agents and FLEET NATIONAL BANK and BANK OF OKLAHOMA, NATIONAL ASSOCIATION, as Co-Documentation Agents.

Anthem Inc. – 5-Year CREDIT AGREEMENT Dated as of November 19, 2004 Among ANTHEM, INC., as the Borrower, BANK OF AMERICA, N.A., as Administrative Agent, Swing Line Lender and L/C Issuer, and the Other Lenders Party Hereto JPMORGAN CHASE BANK, as Syndication Agent UBS LOAN FINANCE LLC and WILLIAMS STREET COMMITMENT CORPORATION, as Co-Documentation Agents BANC OF AMERICA SECURITIES LLC and J.P.MORGAN SECURITIES INC., as Joint Lead Arrangers and Joint Book Managers (November 24th, 2004)

This CREDIT AGREEMENT (Agreement) is entered into as of November 19, 2004, among ANTHEM, INC., an Indiana corporation which as of the Merger Effective Date (as hereinafter defined) is to be renamed WellPoint, Inc. (the Borrower), each lender from time to time party hereto (collectively, the Lenders and individually, a Lender), JPMORGAN CHASE BANK as Syndication Agent (the Syndication Agent), UBS LOAN FINANCE LLC and WILLIAMS STREET COMMITMENT CORPORATION as Co-Documentation Agents (the Co-Documentation Agents), BANC OF AMERICA SECURITIES LLC (BAS) and J.P. MORGAN SECURITIES INC. (JPMSI) as Joint Lead Arrangers and Joint Book Managers, and BANK OF AMERICA, N.A., as Administrative Agent, Swing Line Lender and L/C Issuer.