364-DAY CREDIT AGREEMENT dated as of April 10, 2020, among THE WALT DISNEY COMPANY, a Delaware corporation (the Borrower), TWDC ENTERPRISES 18 CORP., a Delaware corporation (the Guarantor) (prior to the Guaranty Release Date), the 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.
IN CONSIDERATION of the agreements herein contained, the parties hereto agree as follows:
DEFINITIONS AND ACCOUNTING TERMS
SECTION 1.01. Certain Defined Terms.
As used in this Agreement (including the preamble hereto), the following terms shall have the following meanings (such meanings to be equally applicable to both the singular and plural forms of the terms defined):
2018 Credit Agreement means the Five-Year Credit Agreement, dated as of March 9, 2018, among TWDC Enterprises 18 Corp., as borrower, the lenders party thereto and JPMorgan Chase Bank, N.A., as designated agent for the lenders thereunder, to which The Walt Disney Company acceded as guarantor, as such agreement may be amended, restated, supplemented, renewed or otherwise modified from time to time.
Advance means an advance by a Lender to the Borrower as part of a Borrowing.
Affected Financial Institution has the meaning specified in Section 8.19.
Affiliate means, as to any Person, any other Person that, directly or indirectly, controls, is controlled by or is under common control with such Person or is a director or officer of such Person.
Agreement means this 364-Day Credit Agreement, as it may be amended, restated, supplemented or otherwise modified from time to time in accordance with Section 8.01.
Anti-Corruption Laws means the United States Foreign Corrupt Practices Act of 1977, the U.K. Bribery Act 2010 and all other similar laws, rules, and regulations of any jurisdiction applicable to any member of the Consolidated Group concerning or relating to bribery or corruption.
Applicable Lending Office means, with respect to each Lender, such Lenders Domestic Lending Office, in the case of a Base Rate Advance, and such Lenders Eurocurrency Lending Office, in the case of a Eurocurrency Rate Advance.
Applicable Margin means, as of any date, with respect to any Eurocurrency Rate Advance or any Base Rate Advance, the applicable rate per annum set forth in the table below under the caption Applicable Margin for Eurocurrency Rate Advances or Applicable Margin for Base Rate Advances, as the case may be, in each case, as determined by reference to the Public Debt Rating in effect on such date: