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DIS » Topics » (d) Exhibits.

This excerpt taken from the DIS 8-K filed Feb 25, 2010.

EXHIBITS

Exhibit A – Form of Notice of Borrowing

Exhibit B – Form of Assignment and Acceptance

Exhibit C – Form of Opinion of Borrower’s Counsel

 

iii

THREE-YEAR CREDIT AGREEMENT dated as of February 22, 2010, 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 VII, the “Designated Agent”) for the Lenders hereunder.

IN CONSIDERATION of the agreements herein contained, the parties hereto agree as follows:

ARTICLE I

This excerpt taken from the DIS 8-K filed Aug 31, 2009.

(d) Exhibits.

 

Exhibit No.

   

Description

99.1    Joint press release of The Walt Disney Company and Marvel Entertainment, Inc., dated August 31, 2009.

 

2

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

THE WALT DISNEY COMPANY
By:  

/s/    Roger J. Patterson

Name:   Roger J. Patterson
Title:   Managing Vice President, Counsel
  Registered In-House Counsel

Dated: August 31, 2009

 

3

EXHIBIT INDEX

 

Exhibit No.

   

Description

99.1    Joint press release of The Walt Disney Company and Marvel Entertainment, Inc., dated August 31, 2009.

 

4

This excerpt taken from the DIS 10-Q filed May 5, 2009.

ITEM 6. Exhibits

See Index of Exhibits.

 

48

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

 

     

  THE WALT DISNEY COMPANY

  
     

(Registrant)

  
    By:          

  /s/ THOMAS O. STAGGS

  
     

  Thomas O. Staggs, Senior Executive Vice

  President and Chief Financial Officer

  

May 5, 2009

Burbank, California

 

49

INDEX OF EXHIBITS

 

  Number and Description of Exhibit

  (Numbers Coincide with Item 601 of Regulation S-K)

   

  Document Incorporated by Reference

  rom a Previous Filing or Filed

  Herewith, as Indicated below

  10.1

   Amended and Restated 2005 Stock Incentive Plan   

Annex A of the Registrant’s Proxy Statement dated January 16, 2009

  10.2

   Amended and Restated 2002 Executive Performance Plan   

Exhibit 10.2 to the Current Report on Form 8-K of the Company filed March 12, 2009

  10.3

   Form of Non-Qualified Stock Option Award Agreement (Seven-year Form)   

Filed herewith

  31(a)

   Rule 13a-14(a) Certification of Chief Executive Officer of the Company in accordance with Section 302 of the Sarbanes-Oxley Act of 2002   

Filed herewith

  31(b)

   Rule 13a-14(a) Certification of Chief Financial Officer of the Company in accordance with Section 302 of the Sarbanes-Oxley Act of 2002   

Filed herewith

  32(a)

   Section 1350 Certification of Chief Executive Officer of the Company in accordance with Section 906 of the Sarbanes-Oxley Act of 2002*   

Furnished

  32(b)

   Section 1350 Certification of Chief Financial Officer of the Company in accordance with Section 906 of the Sarbanes-Oxley Act of 2002*   

Furnished

*    A signed original of this written statement required by Section 906 has been provided to the Company and will be retained by the Company and furnished to the Securities and Exchange Commission or its staff upon request.

 

50

This excerpt taken from the DIS 8-K filed Mar 13, 2009.

(d) Exhibits.

 

Exhibit No.

 

Description

 

 

 

1.1

 

Terms Agreement, dated March 11, 2009, between The Walt Disney Company and the several underwriters set forth therein.

 

 

 

4.1

 

Form of Note.

 

 

 

5.1

 

Opinion of Dewey & LeBoeuf LLP relating to the Notes.

 

 

 

23.1

 

Consent of Dewey & Leboeuf LLP (included in Exhibit 5.1 above).

 

2


 

This excerpt taken from the DIS 10-Q filed Feb 3, 2009.

ITEM 6. Exhibits

See Index of Exhibits.

 

37

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

  

THE WALT DISNEY COMPANY

 

  

(Registrant)

By:   

/s/ THOMAS O. STAGGS

  

Thomas O. Staggs, Senior Executive Vice

President and Chief Financial Officer

February 3, 2009

Burbank, California

 

38

INDEX OF EXHIBITS

 

Number and Description of Exhibit

(Numbers Coincide with Item 601 of Regulation S-K)

     

Document Incorporated by Reference

from a Previous Filing or Filed

Herewith, as Indicated below

10.1

    Amended and Restated Employment Agreement, dated as of December 23, 2008 between the Company and Robert A. Iger      Filed herewith

10.2

    Amended and Restated Employment Agreement, dated as of December 18, 2008 between the Company and Thomas O. Staggs      Filed herewith

10.3

    Amended and Restated Employment Agreement, dated as of December 22, 2008 between the Company and Dennis Shuler      Filed herewith

10.4

    Severance Pay Plan Amended and Restated effective January 1, 2009      Filed herewith

10.5

    Form of Performance-Based Stock Unit Award Agreement (Total Shareholder Return/Average Annual Adjusted EPS Growth Goals/Section 162(m) Vesting Requirement)      Filed herewith

31(a)

    Rule 13a-14(a) Certification of Chief Executive Officer of the Company in accordance with Section 302 of the Sarbanes-Oxley Act of 2002      Filed herewith

31(b)

    Rule 13a-14(a) Certification of Chief Financial Officer of the Company in accordance with Section 302 of the Sarbanes-Oxley Act of 2002      Filed herewith

32(a)

    Section 1350 Certification of Chief Executive Officer of the Company in accordance with Section 906 of the Sarbanes-Oxley Act of 2002*      Furnished

32(b)

    Section 1350 Certification of Chief Financial Officer of the Company in accordance with Section 906 of the Sarbanes-Oxley Act of 2002*      Furnished

* A signed original of this written statement required by Section 906 has been provided to the Company and will be retained by the Company and furnished to the Securities and Exchange Commission or its staff upon request.

 

39

This excerpt taken from the DIS 8-K filed Dec 19, 2008.

(d) Exhibits.

 

Exhibit No.

 

Description

 

 

 

 

1.1

 

Terms Agreement, dated December 17, 2008, between The Walt Disney Company and the several underwriters set forth therein.

 

 

 

 

 

4.1

 

Form of Note.

 

 

 

 

 

5.1

 

Opinion of Dewey & LeBoeuf LLP relating to the Notes.

 

 

 

 

 

23.1

 

Consent of Dewey & Leboeuf LLP (included in Exhibit 5.1 above).

 

2


 

This excerpt taken from the DIS 8-K filed Oct 8, 2008.

Item 9.01 Exhibits

 

Exhibit 10.1    Employment Agreement, dated as of October 1, 2008, between the Company and Alan N. Braverman
Exhibit 10.2    Employment Agreement, dated as of October 1, 2008, between the Company and Kevin A. Mayer

 

5

Signatures

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

The Walt Disney Company
By:   /s/ Roger J. Patterson
 

Roger J. Patterson

Managing Vice President, Counsel

Registered In-House Counsel

Dated: October 8, 2008

 

6

This excerpt taken from the DIS 10-Q filed Jul 30, 2008.

ITEM 6. Exhibits

See Index of Exhibits.

 

43

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

 

  

THE WALT DISNEY COMPANY

 

  

(Registrant)

By:   

/s/ THOMAS O. STAGGS

  

Thomas O. Staggs, Senior Executive Vice

President and Chief Financial Officer

July 30, 2008

Burbank, California

 

44

INDEX OF EXHIBITS

 

Number and Description of Exhibit

(Numbers Coincide with Item 601 of Regulation S-K)

   

Document Incorporated by Reference

from a Previous Filing or Filed

Herewith, as Indicated below

10.1 

   Description of Directors Compensation    Filed herewith

31(a)

   Rule 13a-14(a) Certification of Chief Executive Officer of the Company in accordance with Section 302 of the Sarbanes-Oxley Act of 2002    Filed herewith
31(b)   Rule 13a-14(a) Certification of Chief Financial Officer of the Company in accordance with Section 302 of the Sarbanes-Oxley Act of 2002    Filed herewith
32(a)   Section 1350 Certification of Chief Executive Officer of the Company in accordance with Section 906 of the Sarbanes-Oxley Act of 2002*    Furnished
32(b)   Section 1350 Certification of Chief Financial Officer of the Company in accordance with Section 906 of the Sarbanes-Oxley Act of 2002*    Furnished

* A signed original of this written statement required by Section 906 has been provided to the Company and will be retained by the Company and furnished to the Securities and Exchange Commission or its staff upon request.

 

45

This excerpt taken from the DIS 10-Q filed May 6, 2008.

ITEM 6.  Exhibits

See Index of Exhibits.

 

45

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

 

    THE WALT DISNEY COMPANY
 

 

  (Registrant)
By:  

  /s/THOMAS O. STAGGS

 

  Thomas O. Staggs, Senior Executive Vice

  President and Chief Financial Officer

 

May 6, 2008

Burbank, California

 

46

INDEX OF EXHIBITS

 

Number and Description of Exhibit

(Numbers Coincide with Item 601 of Regulation S-K)

     

Document Incorporated by Reference from a Previous
Filing or Filed Herewith, as Indicated below

10.1

    Employment Agreement, dated as of March 19, 2008, between the Company and Dennis W. Shuler      Filed herewith

10.2

    Amended and Restated 2005 Stock Incentive Plan      Exhibit 10.1 to the Current Report on Form 8-K of the Company filed February 1, 2008

10.3

    Amended and Restated 2002 Executive Performance Plan      Annex A of the Registrant’s Proxy Statement dated January 11, 2008

31(a)

    Rule 13a-14(a) Certification of Chief Executive Officer of the Company in accordance with Section 302 of the Sarbanes-Oxley Act of 2002      Filed herewith

31(b)

    Rule 13a-14(a) Certification of Chief Financial Officer of the Company in accordance with Section 302 of the Sarbanes-Oxley Act of 2002      Filed herewith

32(a)

    Section 1350 Certification of Chief Executive Officer of the Company in accordance with Section 906 of the Sarbanes-Oxley Act of 2002*      Furnished

32(b)

    Section 1350 Certification of Chief Financial Officer of the Company in accordance with Section 906 of the Sarbanes-Oxley Act of 2002*      Furnished

*    A signed original of this written statement required by Section 906 has been provided to the Company and will be retained by the Company and furnished to the Securities and Exchange Commission or its staff upon request.

 

47

This excerpt taken from the DIS 10-Q filed Feb 5, 2008.

ITEM 6.  Exhibits

See Index of Exhibits.

 

38

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

 

  THE WALT DISNEY COMPANY
  (Registrant)
 
By:     /s/  THOMAS O. STAGGS
    Thomas O. Staggs, Senior Executive Vice President and Chief Financial Officer

February 5, 2008

Burbank, California

 

39

INDEX OF EXHIBITS

 

Number and Description of Exhibit

(Numbers Coincide with Item 601 of Regulation S-K)

   

Document Incorporated by Reference

from a Previous Filing or Filed

Herewith, as Indicated below

10.1    Employment Agreement, dated as of January 31, 2008, between the Company and Robert A. Iger    Exhibit 10.1 to the Current Report on Form 8-K of the Company filed February 1, 2008
10.2    Employment Agreement, dated as of January 31, 2008, between the Company and Thomas O. Staggs    Exhibit 10.2 to the Current Report on Form 8-K of the Company filed February 1, 2008
10.3    Amended and Restated Disney Severance Plan    Filed herewith
10.4    Amendment to the Disney Salaried Savings and Investment Plan    Filed herewith
10.5    Performance-Based Stock Unit Awards (Total Shareholder Return/Average Annual Adjusted EPS Growth Goals) to Executive Officers    Filed herewith
31(a)    Rule 13a-14(a) Certification of Chief Executive Officer of the Company in accordance with Section 302 of the Sarbanes-Oxley Act of 2002    Filed herewith
31(b)    Rule 13a-14(a) Certification of Chief Financial Officer of the Company in accordance with Section 302 of the Sarbanes-Oxley Act of 2002    Filed herewith
32(a)    Section 1350 Certification of Chief Executive Officer of the Company in accordance with Section 906 of the Sarbanes-Oxley Act of 2002*    Furnished
32(b)    Section 1350 Certification of Chief Financial Officer of the Company in accordance with Section 906 of the Sarbanes-Oxley Act of 2002*    Furnished

 

* A signed original of this written statement required by Section 906 has been provided to the Company and will be retained by the Company and furnished to the Securities and Exchange Commission or its staff upon request.

 

40

This excerpt taken from the DIS 8-K filed Dec 17, 2007.

(d) Exhibits.

 

Exhibit No.

 

Description

 

 

 

1.1

 

Distribution Agreement, dated December 13, 2007, between the Registrant and the several agents set forth therein.

 

 

 

4.1

 

Senior Debt Securities Indenture (incorporated by reference from Exhibit 4.1 of the Registrant’s Current Report on Form 8-K filed on September 24, 2001).

 

 

 

4.2

 

Officers’ Certificate establishing the Medium-Term Notes as a series of securities under the Senior Debt Securities Indenture.

 

 

 

4.3

 

Form of Medium-Term Note (Discount) (included in Exhibit 4.2).

 

 

 

4.4

 

Form of Medium-Term Note (Fixed Rate) (included in Exhibit 4.2).

 

 

 

4.5

 

Form of Medium-Term Note (Floating Rate) (included in Exhibit 4.2).

 

 

 

4.6

 

Form of Medium-Term Note (Zero Coupon) (included in Exhibit 4.2).

 

2


 

This excerpt taken from the DIS 8-K filed Dec 5, 2007.

(d) Exhibits.

 

Exhibit No.

 

Description

 

 

 

1.1

 

Terms Agreement, dated November 29, 2007, between The Walt Disney Company and the several underwriters set forth therein.*

 

 

 

4.1

 

Form of Note.

 

 

 

5.1

 

Opinion of Dewey Ballantine LLP relating to the Notes.*

 

 

 

23.1

 

Consent of Dewey Ballantine LLP (included in Exhibit 5.1 above).*

 

*Previously filed with the Form 8-K on December 3, 2007.

 

2


 

This excerpt taken from the DIS 8-K filed Dec 3, 2007.

(d) Exhibits.

 

Exhibit No.

 

Description

 

 

 

1.1

 

Terms Agreement, dated November 29, 2007, between The Walt Disney Company and the several underwriters set forth therein.

 

 

 

4.1

 

Form of Note.

 

 

 

5.1

 

Opinion of Dewey Ballantine LLP relating to the Notes.

 

 

 

23.1

 

Consent of Dewey Ballantine LLP (included in Exhibit 5.1 above).

 

2


 

EXCERPTS ON THIS PAGE:

8-K
Feb 25, 2010
8-K
Aug 31, 2009
10-Q
May 5, 2009
8-K
Mar 13, 2009
10-Q
Feb 3, 2009
8-K
Dec 19, 2008
8-K
Oct 8, 2008
10-Q
Jul 30, 2008
10-Q
May 6, 2008
10-Q
Feb 5, 2008
8-K
Dec 17, 2007
8-K
Dec 5, 2007
8-K
Dec 3, 2007

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