MasterCard 2008 Annual Report Download - page 150

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EXHIBIT INDEX
3.1(a) Amended and Restated Certificate of Incorporation of MasterCard Incorporated (incorporated by
reference to Exhibit 3.1 to the Company’s Quarterly Report on Form 10-Q filed August 1, 2007 (File
No. 001-32877)).
3.1(b) Amended and Restated Bylaws of MasterCard Incorporated (incorporated by reference to Exhibit 3.1 to
the Company’s Current Report on Form 8-K filed December 5, 2008 (File No. 001-32877)).
3.2(a) Amended and Restated Certificate of Incorporation of MasterCard International Incorporated
(incorporated by reference to Exhibit 3.2 (a) to the Company’s Quarterly Report on Form 10-Q filed
August 2, 2006 (File No. 001-32877)).
3.2(b) Amended and Restated Bylaws of MasterCard International Incorporated (incorporated by reference to
Exhibit 3.2(b) to the Company’s Annual Report on Form 10-K filed February 28, 2007
(File No. 001-32877)).
10.1 $2,500,000,000 Credit Agreement, dated as of April 28, 2006, among MasterCard Incorporated,
MasterCard International Incorporated, the several lenders, Citigroup Global Markets Inc., as sole lead
arranger and sole book manager, Citibank N.A., as co-administrative agent, JPMorgan Chase Bank, N.A.
as co-administrative agent, and J.P. Morgan Securities Inc., as co-arranger (incorporated by reference to
Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q filed May 2, 2006 (File No. 000-50250)).
10.2 Lease, dated as of August 31, 1999, between MasterCard International O’Fallon 1999 Trust and
MasterCard International Incorporated, relating to $149,380,000 7.36% Series A Senior Secured Notes
due September 1, 2009 of MasterCard International O’Fallon 1999 Trust and up to $5,000,000 Series B
Senior Secured Notes due September 1, 2009 of MasterCard International O’Fallon 1999 Trust
(incorporated by reference to Exhibit 10.3 to Pre-Effective Amendment No. 2 to the Company’s
Registration Statement on Form S-4 filed November 9, 2001 (File No. 333-67544)).
10.3 Guarantee, dated as of August 31, 1999, made by MasterCard International Incorporated in favor of
State Street Bank and Trust Company of Missouri, N.A., as Indenture Trustee for the Noteholders under
the Indenture, dated as of August 31, 1999 between MasterCard International O’Fallon 1999 Trust and
the Indenture Trustee (incorporated by reference to Exhibit 10.4 to Pre-Effective Amendment No. 2 to
the Company’s Registration Statement on Form S-4 filed November 9, 2001 (File No. 333-67544)).
10.3.1 First Amendment To Guarantee, dated as of November 23, 2004, between MasterCard International
Incorporated, MasterCard Incorporated and UMB Bank & Trust, N.A. (incorporated by reference to
Exhibit 10.4.1 to the Company’s Annual Report on Form 10-K filed March 2, 2005 (File No. 000-
50250)).
10.4 Indenture, dated as of August 31, 1999, from MCI O’Fallon 1999 Trust to State Street Bank and Trust
Company of Missouri, N.A., relating to the MasterCard Winghaven facility (incorporated by reference to
Exhibit 10.3 to the Company’s Quarterly Report on Form 10-Q filed August 8, 2003 (File No. 000-
50250)).
10.5 Lease, dated as of April 1, 2003, between MasterCard International, LLC and City of Kansas City,
Missouri relating to the Kansas City facility (incorporated by reference to Exhibit 10.4 to the Company’s
Quarterly Report on Form 10-Q filed August 8, 2003 (File No. 000-50250)).
10.6* Agreement, dated as of January 1, 2004, by and among MasterCard International Incorporated, Citibank,
N.A., et al. (incorporated by reference to Exhibit 10.2 to the Company’s Report on Form 10-Q filed
August 5, 2004 (File No. 000-50250)).
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