Four Year Credit Agreement Sample Contracts

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Amendment No. 3 to Amended and Restated Four Year Credit Agreement (January 28th, 2016)

AMENDMENT (this Amendment) dated as of January 27, 2016 to the Amended and Restated Four Year Credit Agreement dated as of March 11, 2011, as amended by Amendment No. 1 dated as of April 19, 2013 and by Amendment No. 2 dated as of October 17, 2014 (the Credit Agreement) among LEIDOS HOLDINGS, INC. (formerly known as SAIC, Inc., the Borrower), LEIDOS, INC. (formerly known as Science Applications International Corporation, as guarantor (the Guarantor), the LENDERS party thereto (the Lenders) and CITIBANK, N.A., as Administrative Agent (the Agent).

Amendment No. 3 to Amended and Restated Four Year Credit Agreement (January 28th, 2016)

AMENDMENT (this "Amendment") dated as of January 27, 2016 to the Amended and Restated Four Year Credit Agreement dated as of March 11, 2011, as amended by Amendment No. 1 dated as of April 19, 2013 and by Amendment No. 2 dated as of October 17, 2014 (the "Credit Agreement") among LEIDOS HOLDINGS, INC. (formerly known as SAIC, Inc., the "Borrower"), LEIDOS, INC. (formerly known as Science Applications International Corporation, as guarantor (the "Guarantor"), the LENDERS party thereto (the "Lenders") and CITIBANK, N.A., as Administrative Agent (the "Agent").

Amended and Restated Four Year Credit Agreement (October 20th, 2014)

AMENDMENT (this "Amendment") dated as of October 17, 2014 to the Amended and Restated Four Year Credit Agreement dated as of March 11, 2011, as amended by Amendment No. 1 dated as of April 19, 2013 (the "Credit Agreement") among LEIDOS HOLDINGS, INC. (formerly known as SAIC, Inc., the "Borrower"), LEIDOS, INC. (formerly known as Science Applications International Corporation, as guarantor (the "Guarantor"), the LENDERS party thereto (the "Lenders") and CITIBANK, N.A., as Administrative Agent (the "Agent").

FOUR YEAR CREDIT AGREEMENT Dated as of October 7, 2014 (October 10th, 2014)

This FOUR YEAR CREDIT AGREEMENT ("Agreement") is entered into as of October 7, 2014 among TIFFANY & CO., a Delaware corporation (the "Company"), certain Subsidiaries of the Company party hereto pursuant to Section 2.14 (each, a "Designated Borrower" and, together with the Company, the "Borrowers" and, each a "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.

FOUR-YEAR CREDIT AGREEMENT Dated as of June 19, 2013 Among McGRAW HILL FINANCIAL, INC. As Borrower STANDARD & POOR'S FINANCIAL SERVICES LLC as a Loan Guarantor JPMORGAN CHASE BANK, N.A. As Administrative Agent BANK OF AMERICA, N.A. As Syndication Agent CITIBANK, N.A. DEUTSCHE BANK SECURITIES INC. MORGAN STANLEY MUFG LOAN PARTNERS, LLC THE ROYAL BANK OF SCOTLAND PLC as Documentation Agents J.P. MORGAN SECURITIES LLC MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED CITIGROUP GLOBAL MARKETS INC. DEUTSCHE BANK SECURITIES INC. MORGAN STANLEY MUFG LOAN PARTNERS, LLC RBS SECURITIES INC. As Joint Le (June 20th, 2013)

FOUR-YEAR CREDIT AGREEMENT dated as of June 19, 2013, among MCGRAW HILL FINANCIAL, INC. (the "Borrower"), STANDARD & POOR'S FINANCIAL SERVICES LLC ("S&P") and the certain other subsidiaries of the Borrower parties hereto from time to time as Loan Guarantors (as defined herein), the several banks and other financial institutions from time to time parties hereto (the "Lenders"), BANK OF AMERICA, N.A., as syndication agent (in such capacity, the "Syndication Agent"), CITIBANK, N.A., DEUTSCHE BANK SECURITIES INC., MORGAN STANLEY MUFG LOAN PARNTERS, LLC, and THE ROYAL BANK OF SCOTLAND PLC, as documentation agents (in such capacity, the "Documentation Agents"), and JPMORGAN CHASE BANK, N.A., as administrative agent (in such capacity, the "Administrative Agent").

Amendment No. 1 to Four Year Credit Agreement (June 18th, 2013)

This AMENDMENT NO. 1 TO FOUR YEAR CREDIT AGREEMENT (this Amendment) dated as of June 13, 2013, is among EDWARDS LIFESCIENCES CORPORATION, a Delaware corporation (the Company), the US BORROWERS (as defined in the Credit Agreement referred to below) party hereto; the SWISS BORROWERS (as defined in the Credit Agreement) party hereto; the JAPANESE BORROWERS (as defined in the Credit Agreement) party hereto (the Company, the US Borrowers, the Swiss Borrowers and the Japanese Borrowers being collectively called the Borrowers), the SUBSIDIARY GUARANTORS (as defined in the Credit Agreement) party hereto, BANK OF AMERICA, N.A., in its capacity as Administrative Agent for the Lenders (in such capacity, the Administrative Agent), Swing Line Lenders and Issuing Bank, and each of the Lenders (as defined in the Credit Agreement) party hereto.

Amendment No. 1 to Amended and Restated Four Year Credit Agreement (April 23rd, 2013)

AMENDMENT (this Amendment) dated as of April 19, 2013 to the Amended and Restated Four Year Credit Agreement dated as of March 11, 2011 (the Credit Agreement) among SAIC, INC. (the Borrower), SCIENCE APPLICATIONS INTERNATIONAL CORPORATION, as guarantor (the Guarantor), the LENDERS party thereto (the Lenders) and CITIBANK, N.A., as Administrative Agent (the Agent).

U.S. $5,000,000,000 AMENDED AND RESTATED FOUR YEAR CREDIT AGREEMENT Dated as of December 11, 2012 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 BANK PLC 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 12th, 2012)
U.S. $5,000,000,000 AMENDED AND RESTATED FOUR YEAR 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)
FOUR-YEAR CREDIT AGREEMENT Dated as of October 12, 2011 Among AMERICAN INTERNATIONAL GROUP, INC., the Subsidiary Borrowers Party Hereto, the Lenders Party Hereto, JPMORGAN CHASE BANK, N.A., as Administrative Agent and Each Several L/C Agent Party Hereto 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., R (October 13th, 2011)

FOUR-YEAR CREDIT AGREEMENT dated as of October 12, 2011 among AMERICAN INTERNATIONAL GROUP, INC., the SUBSIDIARY BORROWERS party hereto, the LENDERS party hereto, JPMORGAN CHASE BANK, N.A., as Administrative Agent, and each SEVERAL L/C AGENT party hereto.

FOUR YEAR CREDIT AGREEMENT Dated as of July 29, 2011 Among EDWARDS LIFESCIENCES CORPORATION, as a Borrower CERTAIN SUBSIDIARIES, as Borrowers BANK OF AMERICA, N.A., as Administrative Agent, Swing Line Lender and Issuing Bank, JPMORGAN CHASE BANK, N.A. And WELLS FARGO BANK, NATIONAL ASSOCIATION, as Co-Syndication Agents U.S. BANK, NATIONAL ASSOCIATION, THE BANK OF TOKYO-MITSUBISHI UFJ, LTD., DEUTSCHE BANK AG NEW YORK BRANCH and MIZUHO CORPORATE BANK, LTD., as Co- Documentation Agents and the Other Lenders Party Hereto MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED, J.P.MORGAN SECURITIES LLC (August 4th, 2011)

FOUR YEAR CREDIT AGREEMENT dated as of July 29, 2011, among EDWARDS LIFESCIENCES CORPORATION, a Delaware corporation (the Company); the US BORROWERS (as defined herein); the SWISS BORROWERS (as defined herein); the JAPANESE BORROWERS (as defined herein) (the Company, the US Borrowers, the Swiss Borrowers and the Japanese Borrowers being collectively called the Borrowers); the LENDERS from time to time party hereto; BANK OF AMERICA, N.A., as Administrative Agent, Swing Line Lender and Issuing Bank; JPMORGAN CHASE BANK, N.A. and WELLS FARGO BANK, NATIONAL ASSOCIATION, as Co-Syndication Agents; U.S. BANK, NATIONAL ASSOCIATION, THE BANK OF TOKYO-MITSUBISHI UFJ, LTD., DEUTSCHE BANK AG NEW YORK BRANCH and MIZUHO CORPORATE BANK, LTD., as Co-Documentation Agents.

US$3,250,000,000 FOUR-YEAR CREDIT AGREEMENT Dated as of June 22, 2011 Among AUTOMATIC DATA PROCESSING, INC. The Borrowing Subsidiaries Referred to Herein the LENDERS Party Hereto JPMORGAN CHASE BANK, N.A., as Administrative Agent as London Agent JPMORGAN CHASE BANK, N.A., TORONTO BRANCH, as Canadian Agent the SWINGLINE LENDERS and BANK OF AMERICA, N.A. BNP PARIBAS WELLS FARGO BANK, N.A. BARCLAYS CAPITAL and CITIBANK, N.A. As Syndication Agents DEUTSCHE BANK SECURITIES INC. And INTESA SANPAOLO S.P.A as Documentation Agents MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED BNP PARIBAS SECURITIE (June 24th, 2011)

FOUR-YEAR CREDIT AGREEMENT dated as of June 22, 2011 (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; JPMORGAN CHASE BANK, N.A., as Administrative Agent; J.P. MORGAN EUROPE LIMITED, as London Agent; JPMORGAN CHASE BANK, N.A., TORONTO BRANCH, as Canadian Agent; and the SWINGLINE LENDERS.

Baxter International – U.S. $1,500,000,000 FOUR-YEAR CREDIT AGREEMENT Dated as of June 17, 2011 Among BAXTER INTERNATIONAL INC. As Borrower THE FINANCIAL INSTITUTIONS NAMED HEREIN as Banks JPMORGAN CHASE BANK, NATIONAL ASSOCIATION as Administrative Agent and BANK OF AMERICA, N.A. And CITIBANK, N.A. As Syndication Agents and J.P. MORGAN SECURITIES LLC MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED and CITIGROUP GLOBAL MARKETS INC. As Co-Lead Arrangers and Joint Bookrunners (June 22nd, 2011)

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 2.05, 5.18 or 11.06 hereinafter referred to as the Banks), 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), 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), and each of J.P. Morgan Securities LLC (J.P. Morgan Securities), Merrill Lynch, Pierce, Fenner & Smith Incorporated (Merrill) and Citigroup Global Markets Inc. (Citigroup), as co-lead arrangers and jo

AUD 50,000,000 FOUR YEAR CREDIT AGREEMENT Dated as of June 17, 2011 Among THE WASHINGTON POST COMPANY as Borrower and THE INITIAL LENDERS NAMED HEREIN as Initial Lenders and JPMORGAN CHASE BANK, N.A. As Administrative Agent and as Australian Sub-Agent and WELLS FARGO SECURITIES, LLC THE ROYAL BANK OF SCOTLAND PLC and HSBC BANK USA, NATIONAL ASSOCIATION as Syndication Agents WELLS FARGO SECURITIES, LLC as Joint Lead Arrangers and Joint Book Managers (June 20th, 2011)

The Washington Post Company, a Delaware corporation (the Borrower), the banks, financial institutions and other institutional lenders (the Initial Lenders) listed on the signature pages hereof, J.P. Morgan Australian Limited, as Australian sub-agent, and JPMorgan Chase Bank, N.A. (JPMorgan), as administrative agent (the Agent) for the Lenders (as hereinafter defined), agree as follows:

U.S. $2,875,000,000 FOUR YEAR CREDIT AGREEMENT Dated as of June 14, 2011 Among PEPSICO, INC., as Borrower, THE LENDERS NAMED HEREIN, CITIBANK, N.A., as Administrative Agent, JPMORGAN CHASE BANK, N.A. And BANK OF AMERICA, N.A., as Syndication Agent, CITIGROUP GLOBAL MARKETS, INC., J.P. MORGAN SECURITIES LLC and MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED, as Joint Lead Arrangers and Joint Bookrunners (June 15th, 2011)

PEPSICO, INC., a North Carolina corporation (the "Company"), the banks, financial institutions and other institutional lenders (the "Initial Lenders") listed on the signature pages hereof, and Citibank, N.A., as administrative agent (in such capacity, the "Agent") for the Lenders (as hereinafter defined), agree, as of June 14, 2011, as follows:

FOUR YEAR CREDIT AGREEMENT Dated as of May 9, 2011 (May 11th, 2011)
U.S. $1,000,000,000 FOUR YEAR CREDIT AGREEMENT Dated as of April 14, 2011 Among UNITED PARCEL SERVICE, INC. As Borrower THE INITIAL LENDERS NAMED HEREIN as Initial Lenders and CITIGROUP GLOBAL MARKETS INC. And J.P. MORGAN SECURITIES LLC as Joint Lead Arrangers and Joint Bookrunners BARCLAYS CAPITAL and BNP PARIBAS SECURITIES CORP. As Co-Lead Arrangers J.P. MORGAN SECURITIES LLC as Syndication Agent BARCLAYS BANK PLC and BNP PARIBAS as Co-Documentation Agents and CITIBANK, N.A. As Administrative Agent (May 5th, 2011)

UNITED PARCEL SERVICE, INC., a Delaware corporation (the Borrower), the banks, financial institutions and other institutional lenders (collectively, the Initial Lenders) listed on the signature pages hereof, Citibank, N.A. (Citibank), as administrative agent (in such capacity, the Agent) for the Lenders (as hereinafter defined), agree as follows:

U.S. $2,000,000,000 FOUR-YEAR CREDIT AGREEMENT Dated as of April 1, 2011 Among MONSANTO COMPANY and THE FOREIGN SUBSIDIARY BORROWERS FROM TIME TO TIME PARTIES HERETO as Borrowers, THE INITIAL LENDERS NAMED HEREIN as Initial Lenders, JPMORGAN CHASE BANK, N.A. As Administrative Agent, CITIBANK, N.A. And BANK OF AMERICA, N.A. As Co-Syndication Agents, BARCLAYS BANK PLC, GOLDMAN SACHS BANK USA, THE ROYAL BANK OF SCOTLAND PLC, THE BANK OF TOKYO - MITSUBISHI UFJ, LTD., and MORGAN STANLEY SENIOR FUNDING, INC. As Co-Documentation Agents and J.P. MORGAN SECURITIES LLC, CITIGROUP GLOBAL MARKETS INC. And (April 7th, 2011)

SECTION 3.02. Conditions Precedent to Each Revolving Credit Borrowing, Swing Line Borrowing, Letter of Credit Issuance, Commitment Increase and Extension Date......................................................................................

FOUR YEAR CREDIT AGREEMENT Dated as of March 11, 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 CITIBANK, N.A., as Administrative Agent CITIGROUP GLOBAL MARKETS INC., MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED and J.P. MORGAN SECURITIES LLC, as Lead Arrangers and Book Runners BANK OF AMERICA, N.A., as Syndication Agent (March 16th, 2011)

This FOUR YEAR CREDIT AGREEMENT (as amended, supplemented or otherwise modified from time to time, the Agreement) is made as of March 11, 2011 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).

FOUR-YEAR CREDIT AGREEMENT Dated as of March 14, 2011 Among ROCKWELL AUTOMATION, INC. THE BANKS LISTED HEREIN JPMORGAN CHASE BANK, N.A., as Administrative Agent, BANK OF AMERICA, N.A., as Syndication Agent, and CITIBANK, N.A., THE BANK OF NEW YORK MELLON, and WELLS FARGO BANK, NATIONAL ASSOCIATION, as Documentation Agents J.P. MORGAN SECURITIES LLC and MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED, Joint Lead Arrangers and Joint Bookrunners (March 16th, 2011)

AGREEMENT dated as of March 14, 2011 among ROCKWELL AUTOMATION, INC., the BANKS listed on the signature pages hereof, JPMORGAN CHASE BANK, N.A., as Administrative Agent, BANK OF AMERICA, N.A., as Syndication Agent, and CITIBANK, N.A., THE BANK OF NEW YORK MELLON, and WELLS FARGO BANK, NATIONAL ASSOCIATION, as Documentation Agents.

AMENDED AND RESTATED FOUR YEAR CREDIT AGREEMENT Dated as of March 11, 2011 Among SAIC, INC., SCIENCE APPLICATIONS INTERNATIONAL CORPORATION, as Guarantor CITIBANK, N.A., as Administrative Agent BANK OF AMERICA, N.A., as Syndication Agent MORGAN STANLEY BANK, N.A. THE BANK OF NOVA SCOTIA WELLS FARGO BANK, NATIONAL ASSOCIATION, as Co-Documentation Agents and the Lenders Party Hereto CITIGROUP GLOBAL MARKETS INC. MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED as Joint Bookrunners and Lead Arrangers (March 15th, 2011)

This FOUR YEAR CREDIT AGREEMENT dated as of June 6, 2006, and amended and restated as of March 11, 2011, is entered into by and among SAIC, INC., a Delaware corporation (the Company), SCIENCE APPLICATIONS INTERNATIONAL CORPORATION, a Delaware corporation (the Guarantor), each lender whose name is set forth on the signature pages of this Agreement and each lender which may hereafter become a party to this Agreement (collectively, the Lenders and individually, a Lender) and Citibank, N.A., as Administrative Agent, Bank of America, N.A., as Syndication Agent and Morgan Stanley Bank, N.A., The Bank of Nova Scotia and Wells Fargo Bank, National Association, as Co-Documentation Agents.

FOUR-YEAR CREDIT AGREEMENT Dated as of March 4, 2011 Among KELLOGG COMPANY the Borrowing Subsidiaries Party Hereto the Lenders Party Hereto and JPMORGAN CHASE BANK, N.A., as Administrative Agent BARCLAYS CAPITAL, as Syndication Agent BNP PARIBAS, COOPERATIEVE CENTRALE RAIFFEISEN-BOERENLEENBANK B.A., RABOBANK NEDERLAND, NEW YORK BRANCH, and WELLS FARGO BANK, N.A. As Documentation Agents J.P. MORGAN SECURITIES LLC BARCLAYS CAPITAL, BNP PARIBAS SECURITIES CORP., COOPERATIEVE CENTRALE RAIFFEISEN-BOERENLEENBANK B.A., RABOBANK NEDERLAND, NEW YORK BRANCH and WELLS FARGO SECURITIES, LLC as Joint Lead (March 10th, 2011)

This FOUR-YEAR CREDIT AGREEMENT (this Agreement) dated as of March 4, 2011, among KELLOGG COMPANY, a Delaware corporation; the BORROWING SUBSIDIARIES party hereto; the LENDERS party hereto; and JPMORGAN CHASE BANK, N.A., as Administrative Agent.

The Walt Disney Company – FOUR-YEAR CREDIT AGREEMENT Dated as of February 22, 2011, Among THE WALT DISNEY COMPANY, as Borrower, the Lenders Party Hereto and JPMORGAN CHASE BANK, N.A. And CITIBANK, N.A., as Co-Administrative Agents, JPMORGAN CHASE BANK, N.A., as Designated Agent J.P. MORGAN SECURITIES LLC, CITIGROUP GLOBAL MARKETS INC. And MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED, as Joint Lead Arrangers and Joint Book Managers, BANK OF AMERICA, N.A., as Syndication Agent, and BNP PARIBAS, DEUTSCHE BANK AG NEW YORK BRANCH, MORGAN STANLEY MUFG LOAN PARTNERS, LLC, GOLDMAN SACHS LENDING PARTNERS LLC, HSBC BANK US (February 25th, 2011)

FOUR-YEAR CREDIT AGREEMENT dated as of February 22, 2011, among THE WALT DISNEY COMPANY, a Delaware corporation (the Borrower), the banks, financial institutions and other institutional lenders party hereto and JPMORGAN CHASE BANK, N.A., as designated agent (together with any successor designated agent appointed pursuant to Article VIII, the Designated Agent) for the Lenders hereunder.

Arizona Public Service – U.S. $500,000,000 FOUR-YEAR CREDIT AGREEMENT Dated as of February 14, 2011 Among ARIZONA PUBLIC SERVICE COMPANY, as Borrower, THE LENDERS PARTY HERETO, BARCLAYS BANK PLC, as Agent and Issuing Bank, CREDIT SUISSE SECURITIES (USA) LLC, as Syndication Agent, CREDIT SUISSE AG, CAYMAN ISLANDS BRANCH, as Issuing Bank, BANK OF AMERICA, N.A. And WELLS FARGO BANK, NATIONAL ASSOCIATION, as Co- Documentation Agents, BARCLAYS CAPITAL CREDIT SUISSE SECURITIES (USA) LLC MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED and WELLS FARGO SECURITIES, LLC, as Joint Lead Arrangers and BARCLAYS CAPITAL, and CREDIT (February 18th, 2011)

ARIZONA PUBLIC SERVICE COMPANY, an Arizona corporation (the Borrower), the banks, financial institutions and other institutional lenders (the Initial Lenders) and initial issuing banks (the Initial Issuing Banks) listed on the signature pages hereof, the other Lenders (as hereinafter defined), BARCLAYS BANK PLC, as Agent for the Lenders (as hereinafter defined), CREDIT SUISSE SECURITIES (USA) LLC, as Syndication Agent and BANK OF AMERICA, N.A. and WELLS FARGO BANK, NATIONAL ASSOCIATION, as Co-Documentation Agents, agree as follows:

FOUR YEAR CREDIT AGREEMENT Dated as of December 6, 2010 (December 20th, 2010)
FOUR YEAR CREDIT AGREEMENT Dated as of August 26, 2010 Among INTERNATIONAL CCE INC. As Company THE INITIAL LENDERS NAMED HEREIN as Initial Lenders CITIBANK, N.A. As Administrative Agent and DEUTSCHE BANK SECURITIES INC. As Syndication Agent and CREDIT SUISSE SECURITIES (USA) LLC as Documentation Agent CITIGROUP GLOBAL MARKETS INC. DEUTSCHE BANK SECURITIES INC. And CREDIT SUISSE SECURITIES (USA) LLC as Joint Lead Arrangers and Joint Book Managers (August 26th, 2010)

FOUR YEAR CREDIT AGREEMENT, dated as of August 26, 2010, among INTERNATIONAL CCE INC., a Delaware corporation (the "Company"), the banks, financial institutions and other institutional lenders (the "Initial Lenders") listed on the signature pages hereof, CITIBANK, N.A. ("Citibank"), as administrative agent (the "Agent") for the Lenders (as hereinafter defined), DEUTSCHE BANK SECURITIES INC. ("DBSI"), as syndication agent (in such capacity, the "Syndication Agent"), CREDIT SUISSE SECURITIES (USA) LLC ("CS Securities"), as documentation agent (in such capacity, the "Documentation Agent"), CITIGROUP GLOBAL MARKETS INC. ("CGMI"), DBSI and CS Securities, as joint book-running managers and joint lead arrangers for the Lenders (in such capacity, the "Arrangers").

FOUR-YEAR CREDIT AGREEMENT Dated as of May 5, 2006 Among AUTOZONE, INC., as Borrower, THE SEVERAL LENDERS FROM TIME TO TIME PARTY HERETO AND BANK OF AMERICA, N.A., as Administrative Agent and CITICORP USA, INC., as Syndication Agent BANC OF AMERICA SECURITIES LLC and CITIGROUP GLOBAL MARKETS INC., as Joint Lead Arrangers and Joint Book Managers and JPMORGAN CHASE BANK, WACHOVIA BANK, NATIONAL ASSOCIATION and SUNTRUST BANK, as Co-Documentation Agents (June 7th, 2006)

THIS FOUR-YEAR CREDIT AGREEMENT dated as of May 5, 2006 (the "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"), BANK OF AMERICA, N.A., as administrative agent for the Lenders (in such capacity, the "Administrative Agent"), and CITICORP USA, INC., as syndication agent (in such capacity, the "Syndication Agent").

The Walt Disney Company – AMENDED AND RESTATED FOUR-YEAR CREDIT AGREEMENT Dated as of February 22, 2006 Among THE WALT DISNEY COMPANY as Borrower and THE FINANCIAL INSTITUTIONS NAMED HEREIN as Lenders and BANC OF AMERICA SECURITIES LLC and CITIGROUP GLOBAL MARKETS, INC. As Joint Lead Arrangers and Joint Book Managers and CITICORP USA, INC. As Administrative Agent and BANK OF AMERICA, N.A. As Syndication Agent and BARCLAYS BANK, PLC, BNP PARIBAS SA , HSBC BANK USA, NATIONAL ASSOCIATION and JPMORGAN CHASE BANK, N.A. As Co-Documentation Agents (April 3rd, 2006)

AMENDED AND RESTATED FOUR-YEAR CREDIT AGREEMENT dated as of February 22, 2006, among THE WALT DISNEY COMPANY, a Delaware corporation (the Borrower), the banks, financial institutions and other institutional lenders (the Initial Lenders) listed on the signature pages hereof under the heading The Initial Lenders, CITICORP USA, INC., a Delaware corporation (CUSA), as administrative agent (together with any successor administrative agent appointed pursuant to Article VIII, the Administrative Agent) for the Lenders (as hereinafter defined) hereunder, BANK OF AMERICA, N.A., as syndication agent (the Syndication Agent), BANC OF AMERICA SECURITIES LLC and CITIGROUP GLOBAL MARKETS, INC., as Joint Lead Arrangers and Joint Book Managers (the "Arrangers), and BARCLAYS BANK PLC, BNP PARIBAS SA, HSBC BANK USA, National Association and JPMORGAN CHASE BANK, N.A., as co-documentation agents (the Co-Documentation Agents) for the Lenders hereunder.