EXECUTION
      COPY

    


    


    


    $800,000,000

    


    AMENDED
      AND RESTATED CREDIT AGREEMENT

    


    dated
      as
      of February 27, 2008

    


    among

    


    THE
      STANLEY WORKS,

    as
      Initial Borrower

    


    and

    


    


    THE
      INITIAL LENDERS NAMED HEREIN,

    as
      Initial Lenders

    


    and

    


    


    CITIBANK,
      N.A.,

    as
      Administrative Agent

    


    


    CITIGROUP
      GLOBAL MARKETS INC. and

    BANC
      OF AMERICA SECURITIES LLC,

    as
      Lead Arrangers and Book Runners

    


    BANK
      OF AMERICA, N.A.,

    as
      Syndication Agent

     

     

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    


    TABLE
      OF CONTENTS

    

      
        	 	
                Page

              
	 	 
	
                ARTICLE
                  I DEFINITIONS AND ACCOUNTING TERMS

              	
                1

              
	
                SECTION
                  1.01. Certain Defined Terms.

              	
                1

              
	
                SECTION
                  1.02. Computation of Time Periods; Terms Generally.

              	
                16

              
	
                SECTION
                  1.03. Accounting Terms.

              	
                16

              
	 	
                 

              
	
                ARTICLE
                  II AMOUNTS AND TERMS OF THE ADVANCES

              	
                16

              
	
                SECTION
                  2.01. The Commitment.

              	
                16

              
	
                SECTION
                  2.02. Making the Committed Advances.

              	
                19

              
	
                SECTION
                  2.03. Fees.

              	
                22

              
	
                SECTION
                  2.04. Continuation and Conversion.

              	
                23

              
	
                SECTION
                  2.05. Interest on Advances.

              	
                24

              
	
                SECTION
                  2.06. Additional Interest on Eurocurrency Rate
                  Advances.

              	
                25

              
	
                SECTION
                  2.07. Repayment; Prepayment of Advances; Etc.

              	
                25

              
	
                SECTION
                  2.08. Increased Costs.

              	
                26

              
	
                SECTION
                  2.09. Payments and Computations.

              	
                27

              
	
                SECTION
                  2.10. Taxes.

              	
                29

              
	
                SECTION
                  2.11. Promissory Notes.

              	
                30

              
	
                SECTION
                  2.12. Use of Proceeds of Advances.

              	
                30

              
	
                SECTION
                  2.13. Uncommitted Advances.

              	
                30

              
	
                SECTION
                  2.14. Borrowings by Designated Borrowers.

              	
                33

              
	
                SECTION
                  2.15. European Monetary Union.

              	
                34

              
	 	 
	
                ARTICLE
                  III CONDITIONS TO EFFECTIVENESS AND LENDING

              	
                36

              
	
                SECTION
                  3.01. Condition Precedent to Effectiveness.

              	
                36

              
	
                SECTION
                  3.02. Conditions Precedent to Each Advance.

              	
                37

              
	 	
                 

              
	
                ARTICLE
                  IV REPRESENTATIONS AND WARRANTIES

              	
                37

              
	
                SECTION
                  4.01. Representations and Warranties of the
                  Company.

              	
                37

              
	 	
                 

              
	
                ARTICLE
                  V COVENANTS OF THE BORROWER

              	
                39

              
	
                SECTION
                  5.01. Affirmative Covenants.

              	
                39

              
	
                SECTION
                  5.02. Negative Covenants.

              	
                41

              
	 	
                 

              
	
                ARTICLE
                  VI EVENTS OF DEFAULT

              	
                43

              
	
                SECTION
                  6.01. Events of Default.

              	
                43

              


      

       

      
        
           

        

        
          (i)

          
            

          

        

        
           

        

      

       

      
        	
                ARTICLE
                  VII THE ADMINISTRATIVE AGENT

              	
                45

              
	
                SECTION
                  7.01. Appointment and Authority.

              	
                45

              
	
                SECTION
                  7.02. Administrative Agent Individually.

              	
                45

              
	
                SECTION
                  7.03. Duties of Administrative Agent; Exculpatory
                  Provisions.

              	
                47

              
	
                SECTION
                  7.04. Reliance by Administrative Agent.

              	
                47

              
	
                SECTION
                  7.05. Indemnification.

              	
                48

              
	
                SECTION
                  7.06. Delegation of Duties.

              	
                48

              
	
                SECTION
                  7.07. Resignation of Administrative Agent.

              	
                48

              
	
                SECTION
                  7.08. Non-Reliance on Administrative Agent and Other
                  Parties.

              	
                49

              
	
                SECTION
                  7.09. No Other Duties, Etc.

              	
                50

              
	 	
                 

              
	
                ARTICLE
                  VIII MISCELLANEOUS

              	
                50

              
	
                SECTION
                  8.01.Amendments, Etc.

              	
                50

              
	
                SECTION
                  8.02. Notices, Communications and Treatment of
                  Information.

              	
                51

              
	
                SECTION
                  8.03. No Waiver; Remedies.

              	
                55

              
	
                SECTION
                  8.04. Costs and Expenses; Breakage Indemnification.

              	
                56

              
	
                SECTION
                  8.05. Sharing of Payments, Etc.

              	
                56

              
	
                SECTION
                  8.06. Binding Effect.

              	
                57

              
	
                SECTION
                  8.07. Assignments and Participations.

              	
                57

              
	
                SECTION
                  8.08. Limitation on Assignments and Participations.

              	
                59

              
	
                SECTION
                  8.09. Withholding.

              	
                60

              
	
                SECTION
                  8.10. Mitigation.

              	
                60

              
	
                SECTION
                  8.11. Governing Law; Waiver of Jury Trial.

              	
                60

              
	
                SECTION
                  8.12. Execution in Counterparts.

              	
                60

              
	
                SECTION
                  8.13. Submission to Jurisdiction; Etc.

              	
                61

              
	
                SECTION
                  8.14. Judgment Currency.

              	
                61

              
	
                SECTION
                  8.15. USA PATRIOT Act.

              	
                62

              
	
                SECTION
                  8.16. No Fiduciary Duty.

              	
                62

              
	 	 
	
                ARTICLE
                  IX GUARANTEE

              	
                62

              
	
                SECTION
                  9.01. Guarantee

              	
                62

              
	
                SECTION
                  9.02. Acknowledgments, Waivers and Consents

              	
                63

              
	
                SECTION
                  9.03. Reinstatement

              	
                66

              
	
                SECTION
                  9.04. Subrogation

              	
                66

              
	
                SECTION
                  9.05. Remedies

              	
                66

              
	
                SECTION
                  9.06. Payments

              	
                66

              


      

    

    

      
        	
                SCHEDULE
                  I

              	
                ADDRESSES,
                  APPLICABLE LENDING OFFICES AND COMMITMENTS

              
	
                SCHEDULE
                  II

              	
                MANDATORY
                  COST RATE

              
	
                SCHEDULE
                  III

              	
                DESIGNATED
                  BORROWER JURISDICTIONS

              
	 	 
	
                EXHIBIT
                  A-1

              	
                FORM
                  OF RATE REQUEST

              
	
                EXHIBIT
                  A-2

              	
                FORM
                  OF NOTICE OF BORROWING

              
	
                EXHIBIT
                  B

              	
                FORM
                  OF NOTICE OF CONVERSION OR CONTINUATION

              
	
                EXHIBIT
                  C

              	
                FORM
                  OF QUOTE REQUEST

              
	
                EXHIBIT
                  D

              	
                FORM
                  OF QUOTE

              
	
                EXHIBIT
                  E

              	
                FORM
                  OF ACCEPTANCE

              
	
                EXHIBIT
                  F-1

              	
                FORM
                  OF OPINION OF COUNSEL TO THE BORROWER

              
	
                EXHIBIT
                  F-2

              	
                FORM
                  OF OPINION OF SPECIAL NEW YORK COUNSEL TO THE ADMINISTRATIVE
                  AGENT

              
	
                EXHIBIT
                  G

              	
                FORM
                  OF ASSIGNMENT AND ACCEPTANCE

              
	
                EXHIBIT
                  H-1

              	
                FORM
                  OF COMMITTED NOTE

              
	
                EXHIBIT
                  H-2

              	
                FORM
                  OF UNCOMMITTED NOTE

              
	
                EXHIBIT
                  I

              	
                FORM
                  OF DESIGNATION LETTER

              
	
                EXHIBIT
                  J

              	
                FORM
                  OF TERMINATION LETTER

              


      

       

      
        
           

        

        
          (ii)

          
            

          

        

        
           

        

      

    


    CREDIT
      AGREEMENT

    


    


    This
      AMENDED
      AND RESTATED CREDIT AGREEMENT
      (as
      amended, supplemented or otherwise modified from time to time, the "Agreement")
      is
      made as of this 26th
      day of
      February 27, 2008 between THE STANLEY WORKS, a Connecticut corporation (the
      "Company"),
      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).

    


    The
      Company, certain banks, financial institutions and other institutional lenders
      and the Administrative Agent are parties to a Credit Agreement dated as of
      December 1, 2005 (as amended, supplemented or otherwise modified from time
      to time, and as in effect on the date hereof, the "Existing
      Credit Agreement"),
      providing for the making of loans by such banks, financial institutions and
      other institutional lenders to the Company in an aggregate principal amount
      at
      any one time outstanding not exceeding $550,000,000.

    


    The
      parties hereto wish to amend the Existing Credit Agreement to, among other
      things, increase the aggregate amount of the Commitments to $800,000,000 and
      make certain other amendments and to restate the entire Existing Credit
      Agreement, as so amended, as set forth herein.

    


    Accordingly,
      subject to the occurrence of the Effective Date (as defined below), the parties
      hereto hereby agree that the Existing Credit Agreement is amended and restated
      to read in its entirety as follows:

     

    ARTICLE
      I

     

    DEFINITIONS
      AND ACCOUNTING TERMS

     

    


    SECTION
      1.01. Certain
      Defined Terms.

    As
      used
      in this Agreement, 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):

    


    "Acquiring
      Person"
      means
      any person (other than the ESOP) who is or becomes the beneficial owner,
      directly or indirectly, of 10% or more of the Company's outstanding common
      stock.

    


    "Additional
      Commitment Agreement"
      has the
      meaning provided in Section 2.01(d)(iii).

     

    "Additional
      Commitment Lender"
      has the
      meaning provided in Section 2.01(d)(iii).

     

    "Advance"
      means a
      Committed Advance or an Uncommitted Advance. For the purposes of determining
      the
      unutilized amount of each Lender’s Commitment at any time, the amount of each
      Advance of such Lender that is outstanding in an Alternate Currency shall be
      deemed to be the Dollar Equivalent of the amount of such Advance.

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    


    "Administrative
      Agent's Account"
      means,
      with respect to any Currency, the account of the Administrative Agent maintained
      by the Administrative Agent for such Currency and most recently designated
      by it
      by notice to the Lenders and the Company.

    


    "Affiliate"
      means,
      with respect to a specified Person, another Person that directly, or indirectly
      through one or more intermediaries, Controls or is Controlled by or is under
      common Control with the Person specified.

    


    "Agent’s
      Group"
      has the
      meaning provided in Section 7.02(b).

    


    "Alternate
      Currencies"
      means
      Euros and Pounds Sterling.

    


    "Applicable
      Eurocurrency Margin"
      means,
      on any date for each Eurocurrency Rate Advance, (i) 0.1000% if on such date
      the
      Company's outstanding Long-Term Indebtedness is rated A+ or higher by Standard
      & Poor's, A1 or higher by Moody's, or A+ or higher by Fitch, (ii) 0.1400% if
      on such date clause (i) is inapplicable and the Company's outstanding Long-Term
      Indebtedness is rated A or higher by Standard & Poor's, A2 or higher by
      Moody's, or A or higher by Fitch, (iii) 0.1800% if on such date clauses (i)
      and
      (ii) are inapplicable and the Company's outstanding Long-Term Indebtedness
      is
      rated A- or higher by Standard & Poor's, A3 or higher by Moody's, or A- or
      higher by Fitch, (iv) 0.2700% if on such date clauses (i), (ii) and (iii) are
      inapplicable and the Company's outstanding Long-Term Indebtedness is rated
      BBB+
      or higher by Standard & Poor's, Baa1 or higher by Moody's, or BBB+ or higher
      by Fitch, and (v) 0.3500% if on such date clauses (i), (ii), (iii) and (iv)
      are
      inapplicable (including if such Long-Term Indebtedness is no longer rated by
      any
      agency); provided
      that if
      the respective levels of the Company's outstanding Long-Term Indebtedness credit
      ratings differ, the "Applicable Eurocurrency Margin" will be determined based
      on, (a) if two
      of
      the ratings are at the same level and the other rating is one level higher
      or
      lower than those same ratings, the level corresponding the two same ratings
      shall apply, (b) if two of the ratings are at the same level and the other
      rating is two or more levels above the two same ratings, the level corresponding
      to the rating that is one level above these same ratings shall apply, (c) if
      two
      of the ratings are at the same level and the other rating is two or more levels
      below these same ratings, the level corresponding to the rating that is one
      level below the two same ratings shall apply and (d) if each of the three
      ratings fall within different levels, then the level corresponding to the rating
      that is in between the highest and the lowest ratings shall apply.

    


    "Applicable
      Facility Fee Rate"
      means,
      on any date, a rate per annum equal to (i) 0.0500% if on such date the Company's
      outstanding Long-Term Indebtedness is rated A+ or higher by Standard &
Poor's, A1 or higher by Moody's, or A+ or higher by Fitch, (ii) 0.0600% if
      on
      such date clause (i) is inapplicable and the Company's outstanding Long-Term
      Indebtedness is rated A or higher by Standard & Poor's, A2 or higher by
      Moody's, or A or higher by Fitch, (iii) 0.0700% if on such date clauses (i)
      and
      (ii) are inapplicable and the Company's outstanding Long-Term Indebtedness
      is
      rated A- or higher by Standard & Poor's, A3 or higher by Moody's, or A- or
      higher by Fitch, (iv) 0.0800% if on such date clauses (i), (ii) and (iii) are
      inapplicable and the Company's outstanding Long-Term Indebtedness is rated
      BBB+
      or higher by Standard & Poor's, Baa1 or higher by Moody's, or BBB+ or higher
      by Fitch, and (v) 0.1000% if on such date clauses (i), (ii), (iii) and (iv)
      are
      inapplicable (including if such Long-Term Indebtedness is no longer rated by
      any
      agency); provided that
      if
      the respective levels of the Company's outstanding Long-Term Indebtedness credit
      ratings differ, the "Applicable Facility Fee Rate" will be determined based
      on,
      (a) if two
      of
      the ratings are at the same level and the other rating is one level higher
      or
      lower than those same ratings, the level corresponding the two same ratings
      shall apply, (b) if two of the ratings are at the same level and the other
      rating is two or more levels above the two same ratings, the level corresponding
      to the rating that is one level above these same ratings shall apply, (c) if
      two
      of the ratings are at the same level and the other rating is two or more levels
      below these same ratings, the level corresponding to the rating that is one
      level below the two same ratings shall apply and (d) if each of the three
      ratings fall within different levels, then the level corresponding to the rating
      that is in between the highest and the lowest ratings shall apply.

     

    
      
         

      

      
        2

        
          

        

      

      
         

      

    

    


    "Applicable
      Lending Office"
      means,
      with respect to each Lender, such Lender's Domestic Lending Office in the case
      of a Base Rate Advance and such Lender's Eurocurrency Lending Office in the
      case
      of a Eurocurrency Rate Advance and, in the case of an Uncommitted Advance,
      the
      office of such Lender notified by such Lender to the Administrative Agent and
      the Company as its Applicable Lending Office with respect to such Uncommitted
      Advance.

    


    "Applicable
      Utilization Fee Rate"
      means,
      for each day on which the Utilization Ratio exceeds 0.50, a rate per annum
      equal
      to (i) 0.5000% if on such date the Company's outstanding Long-Term Indebtedness
      is rated A- or higher by Standard & Poor's, A3 or higher by Moody's, or A-
      or higher by Fitch, and (ii) 0.1000% if on such date clause (i) is inapplicable
      (including if such Long-Term Indebtedness is no longer rated by any agency);
      provided that
      if
      the respective levels of the Company's outstanding Long-Term Indebtedness credit
      ratings differ, the "Applicable Utilization Fee Rate" will be determined based
      on, (a) if two
      of
      the ratings are at the same level and the other rating is one level higher
      or
      lower than those same ratings, the level corresponding the two same ratings
      shall apply, (b) if two of the ratings are at the same level and the other
      rating is two or more levels above the two same ratings, the level corresponding
      to the rating that is one level above these same ratings shall apply, (c) if
      two
      of the ratings are at the same level and the other rating is two or more levels
      below these same ratings, the level corresponding to the rating that is one
      level below the two same ratings shall apply and (d) if each of the three
      ratings fall within different levels, then the level corresponding to the rating
      that is in between the highest and the lowest ratings shall apply.

    


    "Approved
      Electronic Communications"
      means
      each Communication that any Borrower is obligated to, or otherwise chooses
      to,
      provide to the Administrative Agent pursuant to any Loan Document or the
      transactions contemplated therein, including any financial statement, financial
      and other report, notice, request, certificate and other information material;
      provided,
      however, that, solely with respect to delivery of any such Communication by
      any
      Borrower to the Administrative Agent and without limiting or otherwise affecting
      either the Administrative Agent’s right to effect delivery of such Communication
      by posting such Communication to the Approved Electronic Platform or the
      protections afforded hereby to the Administrative Agent in connection with
      any
      such posting, "Approved Electronic Communication" shall exclude (i) any
      notice of borrowing, letter of credit request, swing loan request, notice of
      conversion or continuation, and any other notice, demand, communication,
      information, document and other material relating to a request for a new, or
      a
      conversion or continuation of an existing, Borrowing, (ii) any notice
      pursuant to Section 2.07(a) and Section 2.07(b) and any other notice relating
      to
      the payment of any principal or other amount due under any Loan Document prior
      to the scheduled date therefor, (iii) all notices of any Default or Event
      of Default and (iv) any notice, demand, communication, information,
      document and other material required to be delivered to satisfy any of the
      conditions set forth in Article 3 or any other condition to any Borrowing or
      other extension of credit hereunder or any condition precedent to the
      effectiveness of this Agreement.

     

    
      
         

      

      
        3

        
          

        

      

      
         

      

    

     

    "Approved
      Electronic Platform"
      has the
      meaning provided in Section 8.02(b).

     

    "Assignment
      and Acceptance"
      means
      an assignment and acceptance accepted by the Administrative Agent in
      substantially the form of Exhibit G hereto.

    


    "Attributable
      Debt"
      means,
      in respect of any lease transaction described in Section 5.02(c), as of the
      date
      of determination, the lesser of (i) the sale price of the property so leased
      multiplied by a fraction the numerator of which is the remaining portion of
      the
      base term of the lease included in such transaction and the denominator of
      which
      is the base term of such lease, and (ii) the total obligation (discounted to
      present value at the implicit interest factor, determined in accordance with
      generally accepted financial practice, included in the rental payments or,
      if
      such interest factor cannot readily be determined, at a rate of interest of
      10%
      per annum, compounded semi-annually) of the lessee for rental payments (other
      than amounts required to be paid on account of property taxes as well as
      maintenance, repairs, insurance, water rates and other items which do not
      constitute payments for property rights) during the remaining portion of the
      base term of the lease included in such transaction. 

    


    "Base
      Rate"
      means a
      fluctuating interest rate per annum as shall be in effect from time to time,
      which rate per annum shall at all times be equal to the highest of:

    


    (a)
      the
      rate of interest announced publicly by the Reference Bank in New York, New
      York,
      from time to time, as its base rate; 

    


    (b)
      1/2
      of one percent per annum above the Federal Funds Rate. 

    


    "Base
      Rate Advance"
      means a
      Committed Advance denominated in Dollars that bears interest as provided in
      Section 2.05(a). 

    


    "Borrowers"
      means,
      collectively, the Company and each Designated Borrower.

    


    "Borrowing"
      means a
      Committed Borrowing or an Uncommitted Borrowing.

    


    "Business
      Day"
      means a
      day of the year (a) on which banks are not required or authorized to close
      in
      New York City, (b) if the applicable Business Day relates to any
      Eurocurrency Rate Advances, on which dealings in Dollars are carried on in
      the
      London interbank market (c) if such day relates to a Borrowing of, or a
      payment or prepayment of principal of or interest on or an Interest Period
      for
      an Advance denominated in Pounds Sterling, or a notice with respect thereto,
      that is also a day on which commercial banks and foreign exchange markets settle
      payments in London, and (d) if such day relates to a Borrowing of, or a
      payment or prepayment of principal of or interest on or an Interest Period
      for
      an Advance denominated in Euros, or a notice with respect thereto, that is
      also
      a Target Operating Day.

     

    
      
         

      

      
        4

        
          

        

      

      
         

      

    

    


    "Capital
      Lease"
      means
      any lease of property, real or personal, the obligations under which are
      capitalized on the consolidated balance sheet of the Company and its
      Subsidiaries.

    


    "Change
      of Control"
      means,
      with respect to the Company, the occurrence of any event, act or condition
      which
      results in either (i) any Person other than the ESOP becoming the beneficial
      owner, directly or indirectly, of 30% or more of the outstanding common stock
      of
      the Company or (ii) individuals who constitute the Continuing Directors ceasing
      for any reason to constitute at least the majority of the Board of Directors
      of
      the Company.

    


    "Citibank"
      has the
      meaning specified in the first paragraph of this Agreement.

    


    "Commitment"
      means,
      with respect to any Lender, the amount specified opposite such Lender's name
      on
      Schedule I hereto or, if such Lender has entered into any Assignment and
      Acceptance or Additional Commitment Agreement, set forth for such Lender in
      the
      Register maintained by the Administrative Agent pursuant to
      Section 8.07(d), as such amount may be increased or reduced pursuant to
      Sections 2.01(b), 2.01(c) and 2.01(d). The aggregate amount of the
      Commitments on the date hereof is $800,000,000.

    


    "Committed
      Advance"
      means
      an advance by a Lender to a Borrower as part of a Committed Borrowing and refers
      to a Base Rate Advance or a Eurocurrency Rate Advance, each of which shall
      be a
      "Type"
      of
      Committed Advance.

    


    "Committed
      Borrowing"
      means a
      borrowing consisting of simultaneous Committed Advances of the same Type made
      by
      each of the Lenders to a Borrower pursuant to Section 2.01.

    


    "Committed
      Note"
      has the
      meaning provided in Section 2.11.

    


    "Communications"
      means
      each notice, demand, communication, information, document and other material
      provided for hereunder or under any other Loan Document or otherwise transmitted
      between the parties hereto relating to this Agreement, the other Loan Documents,
      any Borrower or its Affiliates, or the transactions contemplated by this
      Agreement or the other Loan Documents including, without limitation, all
      Approved Electronic Communications.

     

    "Consolidated
      Net Worth"
      means
      the excess over current liabilities of all assets properly appearing on a
      consolidated balance sheet of the Company and its Subsidiaries after deducting
      the minority interests of others in Subsidiaries.

    


    "Consolidated
      Subsidiary"
      means
      at any date any Subsidiary or other entity the financial statements of which
      would, under GAAP, be consolidated with those of the Company in its consolidated
      financial statements as of such date.

     

    
      
         

      

      
        5

        
          

        

      

      
         

      

    

    


    "Contingent
      Obligation"
      as to
      any Person means any obligation of such Person guaranteeing or intended to
      guarantee any Indebtedness, leases, dividends or other obligations
      ("primary
      obligations")
      of any
      other Person (the "primary
      obligor")
      in any
      manner, whether directly or indirectly, including, without limitation, any
      obligation of such Person, whether or not contingent, (i) to purchase any such
      primary obligation or any property constituting direct or indirect security
      therefor, (ii) to advance or supply funds (x) for the purchase or payment of
      any
      such primary obligation or (y) to maintain working capital or equity capital
      of
      the primary obligor or otherwise to maintain the net worth or solvency of the
      primary obligor, (iii) to purchase property, securities or services primarily
      for the purpose of assuring the owner of any such primary obligation of the
      ability of the primary obligor to make payment of such primary obligation or
      (iv) otherwise to assure or hold harmless the owner of such primary obligation
      against loss in respect thereof; provided,
      however,
      that
      the term Contingent Obligation shall not include endorsements of instruments
      for
      deposit or collection in the ordinary course of business. The amount of any
      Contingent Obligation shall be deemed to be an amount equal to the stated or
      determinable amount of the primary obligation in respect of which such
      Contingent Obligation is made or, if not stated or determinable, the maximum
      reasonably anticipated liability in respect thereof (assuming such Person is
      required to perform thereunder) as determined by such Person in good
      faith.

    


    "Continuing
      Director"
      means
      any member of the Board of Directors of the Company who is not affiliated with
      an Acquiring Person and who is a member of the Board of Directors of the Company
      immediately prior to the time that the Acquiring Person became an Acquiring
      Person and any successor to a Continuing Director who is not affiliated with
      the
      Acquiring Person and is recommended to succeed a Continuing Director by a
      majority of Continuing Directors who are then members of the Board of Directors
      of the Company.

    


    “Control”
means
      the possession, directly or indirectly, of the power to direct or cause the
      direction of the management or policies of a Person, whether through the ability
      to exercise voting power, by contract or otherwise. “Controlling”
and
      “Controlled”
have
      meanings correlative thereto.

    


    "Currency"
      means
      either Dollars or an Alternate Currency.

    


    "Current
      Termination Date"
      has the
      meaning provided in Section 2.01(d)(i).

    


    "Declining
      Lender"
      has the
      meaning provided in Section 2.01(d)(ii).

    


    "Default"
      means
      an event which would constitute an Event of Default but for the giving of
      notice, the lapse of time or both.

    


    "Designated
      Borrowers"
      means
      any Subsidiary of the Company as to which a Designation Letter has been
      delivered to the Administrative Agent in accordance with and together with
      the
      other documents required by Section 2.14, and no Termination Letter has been
      delivered to the Administrative Agent thereunder.

     

    "Designation
      Letter"
      has the
      meaning provided in Section 2.l4.

     

    "Dollar
      Equivalent"
      means,
      with respect to any amount denominated in an Alternate Currency on any date,
      the
      amount of Dollars that would be required to purchase such amount of such
      Alternate Currency at or about 11:00 A.M. (Local Time) on such date, for
      delivery two Business Days later, as determined by the Administrative Agent
      on
      the basis of the spot selling rate for the offering of such Alternate Currency
      for Dollars in the London foreign exchange market, determinations thereof made
      in good faith by the Administrative Agent to be conclusive and binding on the
      parties in the absence of manifest error.

     

    
      
         

      

      
        6

        
          

        

      

      
         

      

    

     

    "Dollars"
      and
      "$"
      mean
      lawful money of the United States of America. 

    


    "Domestic
      Lending Office"
      means,
      with respect to any Lender, the office of such Lender specified as its "Domestic
      Lending Office" opposite its name on Schedule I hereto or in the Assignment
      and
      Acceptance, the Additional Commitment Agreement or the accession agreement
      pursuant to which it became a Lender, or such other office of such Lender as
      such Lender may from time to time specify in writing to the Company and the
      Administrative Agent.

    


    "EBITDA"
      means,
      for any period, the sum (without duplication) for the Company and its
      Consolidated Subsidiaries on a consolidated basis of the following: (a) net
      income for such period plus
      (b) to
      the extent deducted in determining net income for such period, the sum of (i)
      depreciation and amortization for such period, (ii) Interest Expense for such
      period and (iii) taxes for such period. 

    


    "Effective
      Date"
      has the
      meaning provided in Section 3.01.

    


    "ERISA"
      means
      the Employee Retirement Income Security Act of 1974, as amended from time to
      time, or any successors thereto, and the regulations promulgated and the rulings
      found thereunder.

    


    "ERISA
      Controlled Group"
      means a
      group consisting of any ERISA Person and all members of a controlled group
      of
      corporations and all trades or businesses (whether or not incorporated) under
      common control with such Person that, together with such Person, are treated
      as
      a single employer under regulations promulgated under ERISA.

    


    "ERISA
      Person"
      has the
      meaning provided in Section 3(9) of ERISA for the term "person."

    


    "ERISA
      Plan"
      means
      (i) any Plan that (x) is not a Multiemployer Plan and (y) has Unfunded Benefit
      Liabilities in excess of $20,000,000 and (ii) any Plan that is a Multiemployer
      Plan.

    


    "ESOP"
      means
      Stanley Account Value Plan or any successor plan. 

    


    "Euro"
      has the
      meaning provided in Section 2.15.

    


    "Eurocurrency
      Liabilities"
      has the
      meaning provided in Regulation D (or any successor regulation) of the Federal
      Reserve Board, as in effect from time to time.

    


    "Eurocurrency
      Lending Office"
      means,
      with respect to any Lender, the office of such Lender specified as its
      "Eurocurrency Lending Office" opposite its name on Schedule I hereto or in
      the
      Assignment and Acceptance, the Additional Commitment Agreement or the accession
      agreement pursuant to which it became a Lender (or, if no such office of such
      Lender is specified, its Domestic Lending Office), or such other office of
      such
      Lender as such Lender may from time to time specify in writing to the Company
      and the Administrative Agent.

     

    
      
         

      

      
        7

        
          

        

      

      
         

      

    

    


    "Eurocurrency
      Rate"
      means,
      for any Interest Period:

    


    (a)  for
      each Eurocurrency Rate Advance denominated in Dollars comprising part of the
      same Committed Borrowing, an interest rate per annum equal to the offered rate
      for deposits in such Currency as quoted on the relevant Screen Page at 11:00
      A.M. (London time) two London Banking Days before the first day of such Interest
      Period in an amount substantially equal to the Reference Bank's Eurocurrency
      Rate Advance comprising part of such Committed Borrowing to be outstanding
      during such Interest Period and for a period equal to such Interest Period;
      

    


    (b)  for
      each Eurocurrency Rate Advance denominated in Pounds Sterling comprising part
      of
      the same Committed Borrowing, (i) an interest rate per annum equal to the
      offered rate for deposits in such Currency as quoted on the relevant Screen
      Page
      at 11:00 A.M. (London time) on the first day of such Interest Period, for a
      period equal to such Interest Period plus
      (ii) the
      MCR Cost, if any; or

    


    (c)  for
      each Eurocurrency Rate Advance denominated in Euros comprising part of the
      same
      Committed Borrowing, (i) an interest rate per annum equal to the offered rate
      for deposits in such Currency as quoted on the relevant Screen Page at 11:00
      A.M. (Brussels time) two TARGET Days before the first day of such Interest
      Period, for a period equal to such Interest Period plus
      (ii) the
      MCR Cost, if any.

     

    "Eurocurrency
      Rate Advance"
      means a
      Committed Advance that bears interest as provided in Section
      2.05(b).

    


    "Eurocurrency
      Rate Reserve Percentage"
      for any
      Lender for any Eurocurrency Rate Advances owing to such Lender means the reserve
      percentage applicable two Business Days before the first day of the applicable
      Interest Period under regulations issued from time to time by the Federal
      Reserve Board for determining the maximum reserve requirement (including,
      without limitation, any emergency, supplemental or other marginal reserve
      requirement) for such Lender with respect to liabilities or assets consisting
      of
      or including Eurocurrency Liabilities having a term equal to the applicable
      Interest Period.

    


    "Events
      of Default"
      has the
      meaning provided in Section 6.01.

    


    "Excluded
      Representation"
      means
      the representation and warranty set forth in Section 4.01(g).

    


    "Existing
      Credit Agreement"
      has the
      meaning provided in the recitals of this Agreement.

    


    "Extended
      Termination Date"
      has the
      meaning provided in Section 2.01(d)(i).

     

    "Federal
      Bankruptcy Code"
      means
      Title 11 of the United States Code entitled "Bankruptcy", as amended from time
      to time, or any successor thereto.

     

    
      
         

      

      
        8

        
          

        

      

      
         

      

    

    


    "Federal
      Funds Rate"
      means,
      for any period, a fluctuating interest rate per annum equal for each day during
      such period to the weighted average of the rates on overnight Federal funds
      transactions with members of the Federal Reserve Board arranged by Federal
      fund
      brokers, as published for such day (or, if such day is not a Business Day,
      for
      the next preceding Business Day) by the Federal Reserve Bank of New York, or,
      if
      such rate is not so published for any day which is a Business Day, the average
      of the quotations for such day on such transactions received by the Reference
      Bank from three Federal funds brokers of recognized standing selected by the
      Reference Bank.

       

    "Federal
      Reserve Board"
      means
      the Board of Governors of the Federal Reserve System as constituted from time
      to
      time.

    


    "Fitch"
      means
      Fitch Ratings Ltd. and
      any
      successor or successors thereto.

     

    "Fixed
      Rate"
      has the
      meaning provided in Section 2.13(c)(ii)(C).

    


    "Fixed
      Rate Advance"
      means
      an Advance which bears interest as provided in Section 2.05(d).

    


    "Fixed
      Rate Auction"
      means a
      solicitation of Quotes setting forth Fixed Rates pursuant to Section
      2.13.

    


    "Floating
      Rate"
      means,
      for any Interest Period for a Floating Rate Advance, an interest rate per annum
      equal to the Base Rate in effect from time to time minus the Floating Rate
      Margin for such Advance and Interest Period. 

    


    "Floating
      Rate Advance"
      means
      an Advance which bears interest as provided in Section 2.05(c).

    


    "Floating
      Rate Auction"
      means a
      solicitation of Quotes setting forth Floating Rate Margins based on the Base
      Rate pursuant to Section 2.13.

    


    "Floating
      Rate Margin"
      has the
      meaning provided in Section 2.13(c)(ii)(B).

    


    "Foreign
      Currency Equivalent"
      means,
      with respect to any amount in Dollars, the amount of an Alternate Currency
      that
      could be purchased with such amount of Dollars using the reciprocal of the
      foreign exchange rate specified in the definition of "Dollar Equivalent", as
      determined by the Administrative Agent, such determinations to be conclusive
      and
      binding on the parties in the absence of manifest error.

    


    "Foreign
      Currency Sublimit"
      means
      the aggregate principal amount of Committed Advances denominated in Alternate
      Currencies permitted to be outstanding at any one time, as such amount may
      be
      increased pursuant to Section 2.01(c). The Foreign Currency Sublimit on the
      date hereof is $250,000,000.

    


    "GAAP"
      means
      United States generally accepted accounting principles as in effect from time
      to
      time.

     

    
      
         

      

      
        9

        
          

        

      

      
         

      

    

    


    "Hedge
      Agreements"
      means
      interest rate swap, cap or collar agreements, interest rate future or option
      contracts, currency swap agreements, currency future or option contracts and
      other similar agreements. 

    


    "Indebtedness"
      of any
      Person means, without duplication, (i) all indebtedness of such Person for
      borrowed money or for the deferred purchase price of property or services (other
      than trade payables incurred in the ordinary course of business of such Person),
      (ii) all indebtedness of such Person evidenced by a note, bond, debenture or
      similar instrument, (iii) the principal component of all Capital Lease
      obligations of such Person, (iv) the face amount of all letters of credit issued
      for the account of such Person and, without duplication, all unreimbursed
      amounts drawn thereunder, (v) all indebtedness of any other Person secured
      by
      any Lien on any property owned by such Person, whether or not such indebtedness
      has been assumed, (vi) all Contingent Obligations of such Person, and (vii)
      all
      indebtedness of such Person in respect of Hedge Agreements.

     

    "Information
      Memorandum"
      means
      the document in the form approved by the Company concerning the Borrowers and
      their Subsidiaries which, at the Company's request and on its behalf, was
      prepared in relation to this transaction and distributed by the Lead Arrangers
      to selected financial institutions before the date of this
      Agreement.

    


    "Initial
      Lenders"
      has the
      meaning provided in the first paragraph of this Agreement.

    


    "Interest
      Coverage Ratio"
      means,
      for any period of four consecutive fiscal quarters, the ratio of (a) EBITDA
      for such period to
      (b) Interest Expense for such period.

    


    "Interest
      Expense"
      means,
      for any period, the sum (determined without duplication) of the aggregate amount
      of interest reported in respect of such period on the Indebtedness of the
      Company and its Consolidated Subsidiaries on a consolidated basis, including,
      without limitation, the interest portion of payments under Capital Lease
      obligations and any capitalized interest, minus
      (i)
      interest income of the Company and its Consolidated Subsidiaries on a
      consolidated basis reported in respect of such period and (ii) interest on
      deferred compensation reported in respect of such period. 

    


    "Interest
      Period"
      means,
      for each Eurocurrency Rate Advance comprising part of the same Committed
      Borrowing, each Floating Rate Advance comprising part of the same Uncommitted
      Borrowing and each Fixed Rate Advance comprising part of the same Uncommitted
      Borrowing, the period commencing on the date of such Advance or the date of
      the
      continuation of such Eurocurrency Rate Advance or the date of the conversion
      of
      any Base Rate Advance into such Eurocurrency Rate Advance and ending on the
      last
      day of the period selected by a Borrower pursuant to the provisions below.
      The
      duration of each such Interest Period shall be (a) in the case of a Eurocurrency
      Rate Advance, one, two, three or six months, (b) in the case of a Fixed Rate
      Advance, from 14 to 180 days, and (c) in the case of a Floating Rate Advance,
      from 30 to 180 days, in each case as a Borrower may select in the Notice of
      Borrowing, Quote Request or Notice of Conversion or Continuation for such
      Advance, as the case may be; provided
      that:

     

    
      
         

      

      
        10

        
          

        

      

      
         

      

    

    


    (i)
      a
      Borrower may not select any Interest Period which ends after the Termination
      Date; 

    


    (ii)
      whenever the last day of any Interest Period would otherwise occur on a day
      other than a Business Day, the last day of such Interest Period shall be
      extended to occur on the next succeeding Business Day; provided
      that if,
      in the case of any Interest Period with respect to any Eurocurrency Rate
      Advance, such extension would cause the last day of such Interest Period to
      occur in the next following calendar month, the last day of such Interest Period
      shall occur on the next preceding Business Day; 

    


    (iii)
      any
      Interest Period which begins on the last Business Day of a calendar month (or
      on
      a day for which there is no numerically corresponding day in the calendar month
      at the end of such Interest Period) shall, subject to clause (iv) below, end
      on
      the last Business Day of a calendar month;

    


    (iv)
      any
      Interest Period which would otherwise end after the Termination Date shall
      end
      on the Termination Date;

    


    (v)
      if,
      upon the expiration of any Interest Period with respect to a Committed Borrowing
      consisting of Eurocurrency Rate Advances, a Borrower has failed to elect a
      new
      Interest Period to be applicable to such Advances as provided above, such
      Borrower (x) if such Borrower is the Company, shall be deemed to have
      elected to convert such Advances into a Base Rate Advance effective as of the
      expiration date of such current Interest Period and (y) if such Borrower is
      a Designated Subsidiary, shall be deemed to have elected a new Interest Period
      of 1 month to be applicable to such Advances; and

    


    (vi)
      Interest Periods commencing on the same date for Eurocurrency Rate Advances
      comprising part of the same Committed Borrowing or for Fixed Rate Advances
      or
      Floating Rate Advances comprising part of the same Uncommitted Borrowing shall
      be of the same duration. 

    


    "Internal
      Revenue Code"
      means
      the Internal Revenue Code of 1986, as amended from time to time, or any
      successor thereto.

    


    "Lender
      Appointment Period"
      has the
      meaning provided in Section 7.07.

     

    "Lenders"
      means
      the Initial Lenders and each Person that shall become a party hereto pursuant
      to
      Section 8.07, Section 2.01(c) or 2.01(d).

    


    "Lien"
      shall
      mean any mortgage, pledge, hypothecation, assignment, deposit arrangement,
      encumbrance, lien (statutory or other), or preferential payment arrangement,
      priority or other security agreement of any kind or nature whatsoever,
      including, without limitation, any conditional sale or other title retention
      agreement, any financing lease having substantially the same effect as any
      of
      the foregoing and the filing of any financing statement or similar instrument
      under the Uniform Commercial Code or comparable law of any jurisdiction,
      domestic or foreign.

    


    "Loan
      Documents"
      means,
      collectively, this Agreement, the Notes, each Designation Letter and each
      Termination Letter.

     

    
      
         

      

      
        11

        
          

        

      

      
         

      

    

    


    "Local
      Time"
      means
      (a) with respect to any Advance denominated or any payment to be made in
      Dollars, New York City time, and (b) with respect to any Advance denominated
      or
      any payment to be made in an Alternate Currency, the local time in the Principal
      Financial Center for such Alternate Currency.

    


    "London
      Banking Day"
      means
      any day on which commercial banks are open for business (including dealings
      in
      foreign exchange and foreign currency deposits) in London.

    


    "Long-Term
      Indebtedness"
      means
      the long-term Senior Unsecured Indebtedness of the Company.

    


    "Margin
      Stock"
      has the
      meaning provided in Regulation U of the Board of Governors of the Federal
      Reserve System, as in effect from time to time.

    


    "Material
      Adverse Effect"
      means a
      material adverse effect on the business, financial condition or results of
      operations of the Company and its Consolidated Subsidiaries taken as a
      whole.

    


    "MCR
      Cost"
      means,
      the percentage rate per annum calculated by the Administrative Agent in
      accordance with Schedule II.

    


    "Moody's"
      means
      Moody's Investors Service, Inc. and any successor or successors
      thereto.

    


    "Multiemployer
      Plan"
      means a
      Plan which is a "multiemployer plan" as defined in Section 4001(a)(3) of
      ERISA.

    


    "Note"
      means a
      Committed Note or an Uncommitted Note.

    


    "Notice
      of Borrowing"
      has the
      meaning provided in Section 2.02(b).

    


    "Notice
      of Conversion or Continuation"
      has the
      meaning provided in Section 2.04(b).

    


    "Other
      Taxes"
      has the
      meaning provided in Section 2.10(b).

    


    "PBGC"
      means
      the Pension Benefit Guaranty Corporation established under ERISA, or any
      successor thereto.

    


    "Person"
      means
      an individual, partnership, corporation (including a business trust), joint
      stock company, trust, unincorporated association, joint venture, limited
      liability company or other entity, or a government or any political subdivision
      or agency thereof.

    


    "Plan"
      means
      any employee benefit plan covered by Title IV of ERISA, the funding requirements
      of which:

     

    
      
         

      

      
        12

        
          

        

      

      
         

      

    

    


    (i)
      were
      the responsibility of the Company or a member of its ERISA Controlled Group
      at
      any time within the five years immediately preceding the date
      hereof,

    


    (ii)
      are
      currently the responsibility of the Company or a member of its ERISA Controlled
      Group, or 

    


    (iii)
      hereafter become the responsibility of the Company or a member of its ERISA
      Controlled Group, including any such plans as may have been, or may hereafter
      be, terminated for whatever reason.

    


    "Pounds
      Sterling"
      means
      the lawful currency of the United Kingdom.

    


    "Principal
      Financial Center"
      means,
      in the case of any Currency, the principal financial center in the country
      of
      issue of such Currency, as reasonably determined by the Administrative
      Agent.

    


    "Principal
      Property"
      means
      all real property and tangible personal property constituting a manufacturing
      plant owned by the Company or any of its Subsidiaries, exclusive of (i) motor
      vehicles, mobile materials handling equipment and other rolling stock, (ii)
      office furnishings and equipment, information and electronic data processing
      equipment, (iii) any property financed through obligations issued by a state,
      territory or possession of the United States, or any political subdivision
      or
      instrumentality of the foregoing, on which the interest cannot, in the opinion
      of tax counsel of recognized standing or in accordance with a ruling issued
      by
      the Internal Revenue Service, be included in gross income of the holder under
      Section 103(a)(1) of the Internal Revenue Code (or any successor to such
      provision) as in effect at the time of the issuance of such obligations, (iv)
      any real property held for development or sale, or (v) any property and
      equipment included therein without deduction of any depreciation reserves the
      book value of which property and equipment in the aggregate is less than 10%
      of
      Consolidated Net Worth or which the Board of Directors of the Company determines
      is not material to the operation of the business of the Company and its
      Subsidiaries taken as a whole.

    


    "Principal
      Subsidiary"
      means
      any Subsidiary of the Company which has net sales which represent 15% or more
      of
      the consolidated net sales of the Company and its Consolidated Subsidiaries
      taken as a whole.

    


    "Process
      Agent"
      has the
      meaning provided in Section 8.13(b).

    


    "Pro
      Rata Share"
      means,
      with respect to any Lender, the percentage corresponding to the fraction the
      numerator of which shall be the amount of the Commitment of such Lender and
      the
      denominator of which shall be the aggregate amount of the Commitments of all
      Lenders.

    


    "Quote"
      means
      an offer by any Lender to make an advance under Section 2.13.

     

    "Quote
      Request"
      has the
      meaning provided in Section 2.13(b).

    


    "Rate
      Notification"
      has the
      meaning provided in Section 2.02(a). 

     

    
      
         

      

      
        13

        
          

        

      

      
         

      

    

    


    "Rate
      Request"
      has the
      meaning provided in Section 2.02(a). 

    


    "Reference
      Bank"
      means
      Citibank or, if Citibank is no longer the Administrative Agent, such Person
      (which shall be a Lender or the Administrative Agent) as shall be designated
      by
      the Company with the consent of the Required Lenders, which consent shall not
      be
      unreasonably withheld.

    


    "Register"
      has the
      meaning provided in Section 8.07(d).

    


    "Related
      Parties"
      means,
      with respect to any Person, such Person’s Affiliates and such Person’s and such
      Person’s Affiliates' respective managers, administrators, trustees, partners,
      directors, officers, employees, agents, fund managers and advisors.

     

    "Relevant
      Anniversary"
      has the
      meaning provided in Section 2.01(d)(i).

     

    "Reportable
      Event"
      has the
      meaning provided in Section 4043(b) of ERISA (other than a Reportable Event
      as
      to which the provision of 30 days notice to the PBGC is waived under applicable
      regulations).

    


    "Required
      Lenders"
      means
      at any time Lenders representing in the aggregate at least 51% of the
      Commitments or, if the Commitments shall have terminated, Lenders representing
      in the aggregate at least 51% of the sum of the Advances owing to Lenders
      hereunder (computed, in the case of Advances in an Alternate Currency, as the
      Dollar Equivalent thereof as determined by the Administrative
      Agent).

    


    "Restricting
      Information"
      has the
      meaning provided in Section 8.02(d).

     

    "Screen
      Page"
      means
      (a) the display designated as Page 3740 or 3750, as the case may be, on the
      Telerate Service (or such other page as may replace that page on that service
      for the purpose of displaying London interbank offered rates or the Euro
      interbank offered rates of major banks) and (b) if the relevant rate does
      not appear on said Page, the "LIBO Page" so designated on the Reuter Monitor
      Money Rates Service (or such other page as may replace that page on that service
      for the purpose of displaying London interbank offered rates or the Euro
      interbank offered rates of major banks). If more than one relevant rate appears
      on said Page 3740 or 3750 with respect to an Interest Period, or, if no rates
      appear on said Page 3740 or 3750, or more than one relevant rate appears on
      the
      "LIBO Page" with respect to an Interest Period, the Eurocurrency Rate for that
      Interest Period will be based upon the arithmetic mean of such relevant rates.
      

    


    "Senior
      Unsecured Indebtedness"
      means
      Indebtedness that is not subordinated to any other Indebtedness and is not
      secured or supported by a guarantee, letter of credit or other form of credit
      enhancement.

    


    "Standard
      & Poor's"
      means
      Standard & Poor's Ratings Services and any successor or successors
      thereto.

    


    "Subsidiary"
      of any
      Person means (i) any corporation 50% or more of whose stock of any class or
      classes having by the terms thereof ordinary voting power to elect a majority
      of
      the directors of such corporation (irrespective of whether or not at the time
      stock of any class or classes of such corporation shall have or might have
      voting power by reason of the happening of any contingency) is at the time
      owned
      by such Person directly or indirectly through Subsidiaries and (ii) any
      partnership, association, joint venture, limited liability company or other
      entity in which such Person, directly or indirectly through Subsidiaries, is
      either a general partner or has a 50% or more equity interest at the
      time.

     

    
      
         

      

      
        14

        
          

        

      

      
         

      

    

    


    "TARGET"
      means
      Trans-European Automated Real-time Gross Settlement Express Transfer payment
      system.

    


    "TARGET
      Day"
      means
      any day on which TARGET is open for the settlement of payments in
      Euros.

    


    "Target
      Operating Day"
      has the
      meaning provided in Section 2.15.

    


    "Taxes"
      has the
      meaning provided in Section 2.10(a).

    


    "Termination
      Date"
      means
      the earlier of (a) February 27, 2013 (as the same may be extended pursuant
      to
      Section 2.01(d)) or (b) the date of termination in whole of the Commitments
      pursuant to Section 2.01(b) or Section 6.01.

    


    "Termination
      Event"
      means
      (i) a Reportable Event, or (ii) the initiation of any action by the Company,
      any
      member of the Company's ERISA Controlled Group or any ERISA Plan fiduciary
      to
      terminate an ERISA Plan or the treatment of an amendment to an ERISA Plan as
      a
      termination under ERISA, or (iii) the institution of proceedings by the PBGC
      under Section 4042 of ERISA to terminate an ERISA Plan or to appoint a trustee
      to administer any ERISA Plan.

    


    "Termination
      Letter"
      has the
      meaning provided in Section 2.14. 

    


    "Type"
      has the
      meaning provided in the definitions of Committed Advance and Uncommitted
      Advance.

    


    "Uncommitted
      Advance"
      means
      an advance by a Lender to a Borrower as part of an Uncommitted Borrowing
      resulting from the auction bidding procedure described in Section 2.13 and
      refers to a Floating Rate Advance or a Fixed Rate Advance, each of which shall
      be a "Type"
      of
      Uncommitted Advance.

    


    "Uncommitted
      Borrowing"
      means a
      borrowing consisting of simultaneous Uncommitted Advances from each of the
      Lenders to a Borrower whose offer to make one or more Uncommitted Advances
      as
      part of such borrowing has been accepted under the auction bidding procedure
      described in Section 2.13.

    


    "Uncommitted
      Note"
      has the
      meaning provided in Section 2.11.

    


    "Unfunded
      Benefit Liabilities"
      means
      with respect to any Plan at any time, the amount (if any) by which (i) the
      present value of all benefit liabilities under such Plan as defined in Section
      4001(a)(16) of ERISA, exceeds (ii) the fair market value of all Plan assets
      allocable to such benefits, all determined as of the then most recent valuation
      date for such Plan (on the basis of assumptions prescribed by the PBGC for
      the
      purpose of Section 4044 of ERISA).

     

    
      
         

      

      
        15

        
          

        

      

      
         

      

    

    


    "Utilization
      Ratio"
      means,
      at any time, the ratio of (i) the aggregate outstanding principal amount of
      the
      Advances at such time to
      (ii) the
      aggregate amount of the Commitments at such time.

    


    SECTION
      1.02. Computation
      of Time Periods; Terms Generally.

    In
      this
      Agreement in the computation of periods of time from a specified date to a
      later
      specified date, the word "from" means "from and including" and the words "to"
      and "until" each mean "to but excluding". The words "include", "includes" and
      "including" shall be deemed to be followed by the phrase "without
      limitation".

    


    SECTION
      1.03. Accounting
      Terms.

    All
      accounting terms not specifically defined herein shall be construed in
      accordance with GAAP.

     

    ARTICLE
      II

     

    AMOUNTS
      AND TERMS OF THE ADVANCES

    


    SECTION
      2.01. The
      Commitment.
      (a)
      The
      Committed Advances.
      (i)  Each Lender agrees, on the terms and conditions hereinafter set
      forth to make Committed Advances to the Company and any Designated Borrower
      in
      Dollars or an Alternate Currency from time to time on any Business Day during
      the period from the Effective Date until the Termination Date in an aggregate
      amount not to exceed at any time outstanding (1) such Lender's Commitment
minus
      (2) such
      Lender's Pro Rata Share of the aggregate principal amount of all Uncommitted
      Advances then outstanding; provided
      that
      (A) at no time shall the aggregate outstanding principal amount of all
      Advances exceed the total amount of the Commitments at such time; and
      (B) at no time shall the Dollar Equivalent of the aggregate outstanding
      principal amount of all Committed Advances denominated in an Alternate Currency
      to the Borrowers exceed the Foreign Currency Sublimit.

    


    (ii)  Within
      the limits of each Lender's Commitment and subject to the limitation set forth
      in Section 2.07(c), each Borrower may borrow, repay, prepay (as provided in
      Section 2.07) and reborrow such amount or any portion thereof. 

    


    (iii)  Each
      Committed Borrowing shall be in an aggregate amount of $10,000,000 or an
      integral multiple of $1,000,000 in excess thereof (or, in the case of a
      Committed Borrowing denominated in an Alternate Currency, the Foreign Currency
      Equivalent thereof in such Alternate Currency, rounded to the nearest 1,000,000
      units of such Alternate Currency) or, if less, the aggregate amount of the
      unused Commitments and shall consist of Committed Advances of the same Type
      made
      on the same day by the Lenders ratably according to their respective
      Commitments. Notwithstanding the foregoing restriction with respect to the
      minimum amount of each Committed Borrowing, each Borrower may borrow Committed
      Borrowings in an aggregate amount equal to the amount by which the aggregate
      amount of a proposed Uncommitted Borrowing requested by such Borrower exceeds
      the aggregate amount of Uncommitted Advances offered to be made by the Lenders
      and accepted by such Borrower in respect of such Uncommitted Borrowing, if
      such
      Uncommitted Borrowing is made on the same date as such Committed
      Borrowing.

     

    
      
         

      

      
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    (b)
      Termination
      and Reduction.
      The
      Company shall have the right, upon at least three Business Days' notice to
      the
      Administrative Agent, to terminate in whole or reduce each Lender's Pro Rata
      Share of the unused Commitments, provided
      that the
      aggregate amount of the Commitments of the Lenders shall not be reduced to
      an
      amount that is less than the aggregate principal amount of the Uncommitted
      Advances then outstanding. Each partial reduction of the Commitments shall
      be in
      the aggregate amount of at least $10,000,000 or a larger whole multiple of
      $1,000,000.

    


    (c)
      Increase.

    


    (i)
      The
      Company may, at any time but in any event not more than twice during any
      calendar year, make a written request (an "Increase
      Request")
      to the
      Administrative Agent (who shall forward a copy to each Lender) that the
      Commitments be increased, in the amount of $10,000,000 or an integral multiple
      thereof, provided
      that
      after giving effect to any such increase, the aggregate amount of the
      Commitments shall not exceed $1,050,000,000 and the Foreign Currency Sublimit
      shall not exceed $350,000,000. Such Increase Request shall include a
      certification by a senior officer of the Company that (x) no Default has
      occurred and is continuing on and as of the date of such Increase Request and
      (y) the representations and warranties contained in Section 4.01 are correct
      in
      all material respects on and as of the Increase Date (as defined below), before
      and immediately after giving effect to such increase, as though made on and
      as
      of such Increase Date. Any such increase in Commitments shall be effective
      as of
      a date (the "Increase
      Date")
      specified in the related Increase Request that is (i) prior to the Termination
      Date and (ii) at least 10 days after the date of such Increase Request. Each
      Increase Request shall specify the date by which Lenders who wish to increase
      their Commitments must consent to such increase (the "Commitment
      Date"),
      which
      date shall be no later than five Business Days prior to the related Increase
      Date. Each Lender that is willing to increase its Commitment (each an
      "Increasing
      Lender"),
      shall
      notify the Administrative Agent on or prior to the Commitment Date of the amount
      by which it is willing to increase its Commitment, which amount shall not exceed
      the respective amount specified in the relevant Increase Request. No Lender
      shall be obligated to increase its Commitment pursuant to this
      Section 2.01(c) and any such increase shall be in the sole discretion of
      each Lender. If the Lenders notify the Administrative Agent that they are
      willing to increase the amount of their respective Commitments by an aggregate
      amount that exceeds the amount of the requested increase, the requested increase
      shall be allocated among the Lenders willing to participate therein ratably
      in
      accordance with the amount by which they offered to increase their respective
      Commitments on the Commitment Date.

    


    (ii)
      Not
      later than two (2) days following each Commitment Date, the Administrative
      Agent
      shall notify the Company as to the amount, if any, by which the Lenders are
      willing to participate in the requested increase. If the aggregate amount by
      which the Lenders are willing to increase their Commitments on any such
      Commitment Date is less than the requested amount, then the Commitments of
      those
      Lenders that are willing to increase their Commitments shall be increased as
      provided in subsection (iii) below and any one or more other Persons
      designated by the Company and reasonably acceptable to the Administrative Agent
      (each, a "New
      Lender")
      that
      agrees to provide Commitments for the shortfall may become party to this
      Agreement by executing and delivering, together with the Company, an accession
      agreement in form and substance satisfactory to the Company and the
      Administrative Agent pursuant to which such Person or Persons shall become
      a
      party to this Agreement as a Lender and, to the extent provided therein, shall
      have the rights and obligations of a Lender hereunder; provided
      that
      each such Person or Persons shall provide a Commitment in an amount of at least
      $5,000,000.

     

    
      
         

      

      
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    (iii)
      On
      each Increase Date, each Person that accepts an offer to participate in a
      requested Commitment increase in accordance with Section 2.01(c) shall become
      a
      Lender party to this Agreement as of such Increase Date and the Commitment
      of
      each Increasing Lender shall be increased as of such Increase Date by the amount
      set forth in its notice delivered to the Administrative Agent in accordance
      with
      Section 2.01(c)(i) (or by the amount allocated to such Lender pursuant to the
      last sentence of Section 2.01(c)(i)), and if on the Increase Date any Committed
      Advances are outstanding, the Borrowers shall borrow Committed Advances from
      the
      New Lenders, and/or prepay the outstanding Committed Advances, in such amounts
      and in such Currency or Currencies as are required to cause the outstanding
      Committed Advances to be held ratably by all Lenders.

     

    (d)
      Extension
      of Commitments.
      

    


    (i)
      The
      Company shall have the right, upon no earlier than 60 days but no later than
      45
      days’ notice to the Administrative Agent (which shall promptly forward such
      notice to the Lenders) prior to each of the first two anniversaries of the
      Effective Date (each, a "Relevant
      Anniversary"),
      to
      request that the Termination Date then in effect (the "Current
      Termination Date")
      be
      extended to the date one year after such Current Termination Date (such extended
      date, an "Extended
      Termination Date").
      

    


    (ii)
      Each
      Lender acting in its sole and individual discretion will use its reasonable
      efforts to notify the Administrative Agent at least 20 days before the Relevant
      Anniversary whether it agrees to participate in such extension. Any Lender
      that
      does not so notify the Administrative Agent that it agrees to such extension
      at
      least 20 days before the Relevant Anniversary (each, a "Declining
      Lender")
      shall
      continue to be a Lender with a Commitment until the earlier of the Current
      Termination Date or until such Lender is replaced pursuant to clause (iii)
      of
      this subsection (d) (but shall not have any Commitment during any extended
      period to which it has not agreed). 

    


    (iii)
      The
      Company shall have the right to replace, effective as of the Relevant
      Anniversary or the Current Termination Date, each Declining Lender with, and
      add
      as "Lenders" under this Agreement, one or more Persons eligible to participate
      as an assignee pursuant to Section 8.07 (which may include any Lender with
      the
      consent of such Lender) (each such Person, an "Additional
      Commitment Lender")
      with
      the approval of the Administrative Agent (not to be unreasonably withheld),
      each
      of which Additional Commitment Lenders shall have entered into an agreement
      in
      form and substance satisfactory to the Borrowers and the Administrative Agent
      (an "Additional
      Commitment Agreement")
      pursuant to which such Additional Commitment Lender shall undertake a Commitment
      (if any such Additional Commitment Lender is a Lender, its Commitment shall
      be
      in addition to such Lender’s Commitment hereunder), and such Additional
      Commitment Lender shall become a "Lender" for all purposes of this Agreement
      on
      the Relevant Anniversary or the Current Termination Date, as the case may
      be.

     

    
      
         

      

      
        18

        
          

        

      

      
         

      

    

    


    (iv)
      If
      and only if the total of the Commitments of the Lenders that have so agreed
      to
      extend the Termination Date, taking into account any Commitment increases
      pursuant to clause (iii) of this subsection (d), shall be more than 50% of
      the
      aggregate amount of the Commitments in effect immediately prior to the Relevant
      Anniversary, the Current Termination Date shall be extended, effective as of
      the
      Relevant Anniversary, to the Extended Termination Date; provided that,
      if such
      Commitments shall be less than 100% of the aggregate amount of the Commitments
      in effect immediately prior to the Relevant Anniversary, the Borrowers shall
      have the right to rescind the request to so extend the Current Termination
      Date.
      The Borrowers agree to pay in full all amounts owing hereunder to each Declining
      Lender on the Relevant Anniversary or the Current Termination Date, as the
      case
      may be, on which such Declining Lender is replaced as a Lender pursuant to
      clause (iii) of this subsection (d).

    


    (v)
      Notwithstanding the foregoing, each extension of the Termination Date hereunder
      pursuant to this subsection (d) shall be effective only if:

    


    (1)
      no
      Default or Event of Default has occurred and is continuing as of the date of
      the
      request pursuant to clause (i) above and the Relevant Anniversary;
      and

    


    (2)
      all
      representations and warranties contained in Section 4.01 are true and correct
      in
      all material respects on and as of the date of the request pursuant to clause
      (i) above and the Relevant Anniversary, including without limitation the
      representation and warranty of the Borrowers as to the execution, delivery
      and
      performance by them of this Agreement and the Notes, taking into account such
      extension, having been duly authorized by all necessary corporate action (it
      being understood and agreed that any representation or warranty which expressly
      refers by its terms to a specified date shall be required to be true and correct
      in all material respects only as of such date); and

    


    (3)
      if on
      the Relevant Anniversary or the Current Termination Date there are Advances
      outstanding, appropriate adjustments shall be made among the Lenders to cause
      the outstanding Advances to be held ratably by all Lenders in accordance with
      their respective Commitments as of each such date.

    


    SECTION
      2.02. Making
      the Committed Advances.
      (a)
      Determination
      of Eurocurrency Rate.
      The
      Company (on its own behalf or on behalf of any Designated Borrower) may request
      the Reference Bank, no earlier than 9:00 A.M. (New York City time) and no later
      than 11:00 A.M. (New York City time) on the third Business Day before a proposed
      Eurocurrency Rate Advance, to notify the Company of the Eurocurrency Rate that
      would be applicable to a Committed Advance in the principal amount, in the
      Currency, and with the Interest Period as described by the Company in such
      request, which request shall be substantially in the form of Exhibit A-1 hereto
      (a "Rate
      Request").
      Upon
      such request, the Reference Bank shall furnish such interest rate to the Company
      no later than noon (New York City time) on the second Business Day before the
      proposed Eurocurrency Rate Advance by delivering to the Company a copy of the
      related Rate Request setting forth such rate and executed by an authorized
      officer of the Reference Bank in the space provided therefor (a "Rate
      Notification").
      The
      relevant Borrower shall be entitled to rely on any such notification and such
      rate shall be conclusive and binding on the Lenders absent manifest error.
      

     

    
      
         

      

      
        19

        
          

        

      

      
         

      

    

    


    (b)
      Notice
      of Borrowing.
      Each
      Committed Borrowing shall be made on notice by the Company (on its own behalf
      or
      on behalf of any Designated Borrower) to the Administrative Agent, which shall
      give to each Lender prompt notice thereof by telecopier, given not later than
      11:00 A.M. (New York City time) on the date of the proposed Committed Borrowing
      if such Committed Borrowing is to be comprised of Base Rate Advances and no
      earlier than 9:00 A.M. (New York City time) and no later than 4:00 P.M. (New
      York City time) on the third Business Day prior to such date if such Committed
      Borrowing is to be comprised of Eurocurrency Rate Advances. Each such notice
      of
      a Committed Borrowing (a "Notice
      of Borrowing")
      shall
      be by telecopier, or by telephone confirmed immediately in writing, in
      substantially the form of Exhibit A-2 hereto, specifying therein:  (i)
      the name of the Borrower (which shall be the Company or a Designated Borrower),
      (ii) the requested date of such Committed Borrowing, (iii) the Type of Advances
      comprising such Committed Borrowing, (iv) the aggregate amount and, for any
      Designated Borrower, the Currency of such Committed Borrowing, and (v) in the
      case of a Committed Borrowing consisting of Eurocurrency Rate Advances, the
      initial Interest Period for each such Committed Advance. Each Lender shall,
      before 1:00 P.M. (Local Time) on the date of such Committed Borrowing, make
      available for the account of its Applicable Lending Office to the Administrative
      Agent at the Administrative Agent's Account for Advances denominated in the
      relevant Currency, in the relevant Currency and in same day funds, such Lender's
      Pro Rata Share of the requested amount of such Committed Borrowing. Promptly
      after the Administrative Agent's receipt of such funds (and in any event by
      the
      close of business New York City time on the date of such Borrowing) and upon
      fulfillment of the applicable conditions set forth in Article III, the
      Administrative Agent will make the funds so received available to the Company
      or
      such other Borrower by depositing the same in such Currency and in immediately
      available funds into such account of the Company or such other Borrower, as
      applicable, maintained with the Administrative Agent in New York City (if such
      Advance is denominated in Dollars) or in the Principal Financial Center for
      any
      other Currency (if such Advance is denominated in an Alternate Currency) as
      shall have been specified in the related Notice of Borrowing.

    


    (c)
      Illegality,
      Etc.
      Anything in subsection (a) or (b) above to the contrary
      notwithstanding,

    


    (i)
      if
      any Lender shall, at least one Business Day before the date of any requested
      Eurocurrency Advance or the date of any conversion to or continuation of a
      Eurocurrency Rate Advance, notify the Administrative Agent that the introduction
      of or any change in or in the interpretation of any law or regulation makes
      it
      unlawful, or that any central bank or other governmental authority asserts
      that
      it is unlawful, for such Lender or its Eurocurrency Lending Office to perform
      its obligations hereunder to make Eurocurrency Rate Advances or to fund or
      maintain Eurocurrency Rate Advances hereunder, the Administrative Agent shall
      forthwith give notice thereof to the other Lenders and the Company, whereupon
      (A) such Lender shall have no obligation to make Eurocurrency Rate Advances,
      or
      to convert Advances into Eurocurrency Rate Advances, until such Lender notifies
      the Company and the Administrative Agent that the circumstances causing such
      suspension no longer exist and (B) each Borrower shall be deemed to have
      converted all Eurocurrency Rate Advances of such Lender then outstanding into
      Base Rate Advances in accordance with Section 2.04 on and as of the date of
      the
      Administrative Agent's receipt of such notice, unless and to the extent such
      notice directs that one or more Eurocurrency Rate Advances shall be so converted
      on the last day of the applicable Interest Period, provided
      that (w)
      before giving any such notice, such Lender agrees to use reasonable efforts
      (consistent with its internal policy and legal and regulatory restrictions)
      to
      designate a different Applicable Lending Office if the making of such a
      designation would avoid the need for such suspension and conversion and would
      not, in the reasonable judgment of such Lender, be otherwise disadvantageous
      to
      such Lender, (x) any request by a Borrower for Eurocurrency Rate Advances during
      a time when a Lender's obligation to make, or convert Advances into,
      Eurocurrency Rate Advances shall be suspended hereunder shall be deemed to
      be a
      request for, or for conversion into, Base Rate Advances from such Lender, (y)
      all Advances that would otherwise be made by such Lender as Eurocurrency Rate
      Advances during any such suspension shall instead be made as Base Rate Advances
      and (z) in the event any Lender shall notify the Administrative Agent and the
      Company of the occurrence of the circumstances causing such suspension under
      this Section 2.02(c), all payments and prepayments of principal that would
      otherwise have been applied to repay the Eurocurrency Rate Advances that would
      have been made by such Lender or the converted Eurocurrency Rate Advances shall
      instead be applied to repay the Base Rate Advances made by such Lender in lieu
      of, or resulting from the conversion of, such Eurocurrency Rate
      Advances;

     

    
      
         

      

      
        20

        
          

        

      

      
         

      

    

    


    (ii)
      if
      the Reference Bank cannot furnish the Eurocurrency Rate for any Committed
      Borrowing consisting of Eurocurrency Rate Advances because of conditions
      existing in the London interbank market, the right of the Borrowers to select
      Eurocurrency Rate Advances shall be suspended until the Reference Bank shall
      notify the Company and the Lenders that the circumstances causing such
      suspension no longer exist;

    


    (iii)
      if
      the Required Lenders shall, at least one Business Day before the date of any
      requested Eurocurrency Rate Advance, notify the Administrative Agent that the
      Eurocurrency Rate for any Interest Period will not adequately reflect the cost
      to the Required Lenders of making, funding or maintaining their respective
      Eurocurrency Rate Advances for such Interest Period, the Administrative Agent
      shall forthwith so notify the Company and the Lenders, whereupon the Lenders
      shall have no obligation to make, or convert Committed Advances into,
      Eurocurrency Rate Advances until the Administrative Agent shall notify the
      Company and the Lenders that the circumstances causing such suspension no longer
      exist; and

    


    (iv)
      if
      the Required Lenders shall, at least one Business Day before the date of any
      Advance to a Designated Borrower, notify the Administrative Agent that the
      introduction of or any change in or in the interpretation of any law or
      regulation makes it unlawful, or that any central bank or other governmental
      authority asserts that it is unlawful, for such Lenders to perform their
      obligations hereunder to make Advances or to fund or maintain Advances hereunder
      to such Designated Borrower, the Administrative Agent shall forthwith give
      notice thereof to the other Lenders and the Company, whereupon the Lenders
      shall
      have no obligation to make Advances to such Designated Borrower, until the
      Administrative Agent shall notify the Company and the Lenders that the
      circumstances causing such suspension no longer exist.

    


    (d)
      Effect
      of Failure to Fulfill Conditions.
      Each
      Notice of Borrowing shall be irrevocable and binding on the Company and the
      relevant Designated Borrower. In the case of any Committed Borrowing that the
      related Notice of Borrowing specifies is to be comprised of Eurocurrency Rate
      Advances, the relevant Borrower shall indemnify each Lender against any loss,
      cost or expense incurred by such Lender as a result of any failure to fulfill
      on
      or before the date specified in such Notice of Borrowing for such Committed
      Borrowing the applicable conditions set forth in Article III, including, without
      limitation, any loss (excluding anticipated profits), cost or expense reasonably
      incurred by reason of the liquidation or reemployment of deposits or other
      funds
      acquired by such Lender to fund the Committed Advance to be made by such Lender
      as part of such Committed Borrowing when such Advance, as a result of such
      failure, is not made on such date, such indemnity to be paid promptly upon
      receipt by the relevant Borrower of a certificate of such Lender setting forth
      the calculation of the amount of the indemnity claimed by such
      Lender.

     

    
      
         

      

      
        21

        
          

        

      

      
         

      

    

    


    (e)
      Funds
      Available.
      Unless
      the Administrative Agent shall have received notice from a Lender prior to
      the
      date of any Committed Borrowing that such Lender will not make available to
      the
      Administrative Agent such Lender's ratable portion of such Committed Borrowing,
      the Administrative Agent may assume that such Lender has made such portion
      available to the Administrative Agent on the date of such Committed Borrowing
      in
      accordance with subsection (a) of this Section 2.02 and the
      Administrative Agent may, in reliance upon such assumption, make available
      to
      the relevant Borrower on such date a corresponding amount. If and to the extent
      that such Lender shall not have so made such ratable portion available to the
      Administrative Agent, such Lender and the relevant Borrower severally agree
      to
      repay to the Administrative Agent forthwith on demand such corresponding amount
      together with interest thereon, for each day from the date such amount is made
      available to the relevant Borrower until the date such amount is repaid to
      the
      Administrative Agent, at (i) in the case of the relevant Borrower, the
      interest rate applicable at the time to Committed Advances comprising such
      Committed Borrowing and (ii) in the case of such Lender, the Federal Funds
      Rate. If such Lender shall repay to the Administrative Agent such corresponding
      amount, such amount so repaid shall constitute such Lender's Committed Advance
      as part of such Committed Borrowing for purposes of this Agreement.

    


    (f)
      Failure
      to Make Advances.
      The
      failure of any Lender to make the Committed Advance to be made by it as part
      of
      any Committed Borrowing shall not relieve any other Lender of its obligation,
      if
      any, hereunder to make its Committed Advance on the date of such Committed
      Borrowing, but no Lender shall be responsible for the failure of any other
      Lender to make the Committed Advance to be made by such other Lender on the
      date
      of any Committed Borrowing.

    


    SECTION
      2.03. Fees.
      (a)
      Facility
      Fee.
      The
      Company agrees to pay to the Administrative Agent for the account of each Lender
      a facility fee in Dollars on the aggregate amount of such Lender's Commitment
      (whether or not utilized and, after the Termination Date, on the aggregate
      outstanding principal amount of the Advances of such Lender, if any) from the
      date hereof in the case of each Lender and, in the case of each Person which
      becomes a Lender pursuant to Section 8.07, from the effective date specified
      in
      the Assignment and Acceptance pursuant to which it became a Lender and, in
      the
      case of a Person becoming a Lender pursuant to Section 2.01(c) or 2.01(d),
      from the effective date specified in the accession agreement or Additional
      Commitment Agreement, as applicable, pursuant to which it became a Lender,
      until
      the Termination Date at the Applicable Facility Fee Rate, payable quarterly
      in
      arrears on the last day of each March, June, September and December during
      the
      term hereof and on the Termination Date. All computations of the facility fee
      shall be based on a year of 360 days.

     

    
      
         

      

      
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    (b)
      Administrative
      Agent's Fees.
      The
      Company shall pay to the Administrative Agent in Dollars for its own account
      such fees as may from time to time be agreed between the Company and the
      Administrative Agent.

    


    (c)
      Utilization
      Fee.
      Each
      Borrower shall pay to the Administrative Agent for the pro rata account of
      the
      Lenders a utilization fee on the outstanding principal amount of the Advances
      made to it (which fee shall be payable in the Currency in which such Advances
      were denominated),
      for
      each day on which the Utilization Ratio exceeds 0.50 and for each day after
      the
      Termination Date regardless of the Utilization Ratio, at
      a rate
      per annum equal to the Applicable Utilization Fee Rate, payable on each day
      on
      which a payment of interest is due under Section 2.05.

    


    SECTION
      2.04. Continuation
      and Conversion.
      (a)
      General.
      Subject
      to the other provisions hereof, each Borrower shall have the option (i) to
      convert all or any part of an outstanding Committed Borrowing consisting of
      Base
      Rate Advances to a Committed Borrowing consisting of Eurocurrency Rate Advances,
      (ii) to convert all or any part of an outstanding Committed Borrowing in Dollars
      consisting of Eurocurrency Rate Advances to a Committed Borrowing consisting
      of
      Base Rate Advances, or (iii) to continue all or any part of an outstanding
      Committed Borrowing consisting of Eurocurrency Rate Advances as a Committed
      Borrowing consisting of Eurocurrency Rate Advances for an additional Interest
      Period; provided
      that no
      Committed Borrowing consisting of Eurocurrency Rate Advances shall be so
      converted other than as contemplated by Section 2.02(c) or continued, until
      the
      expiration of the Interest Period applicable thereto.

    


    (b)
      Notice
      of Conversion or Continuation.
      In
      order to elect to convert or continue a Committed Borrowing hereunder, the
      Company (on its own behalf or on behalf of any Designated Borrower) shall
      deliver an irrevocable notice thereof (a "Notice
      of Conversion or Continuation")
      to the
      Administrative Agent by telecopier or by telephone confirmed immediately in
      writing, no later than (i) 11:00 A.M., (New York City time) on the proposed
      conversion date in the case of a conversion to Base Rate Advances and (ii)
      no
      earlier than 9:00 A.M. (New York City time) and no later than 4:00 P.M. (New
      York City time) on the third Business Day in advance of the proposed conversion
      or continuation date in the case of a conversion to, or a continuation of,
      Eurocurrency Rate Advances, substantially in the form of Exhibit B hereto.
      A
      Notice of Conversion or Continuation shall specify (w) the requested conversion
      or continuation date (which shall be a Business Day), (x) the amount and Type
      of
      the Advances to be converted or continued, (y) whether a conversion or
      continuation is requested, and (z) in the case of a conversion to, or a
      continuation of, Eurocurrency Rate Advances, the requested Interest Period.
      The
      relevant Eurocurrency Rate for such Interest Period in the case of a conversion
      to, or a continuation of, Eurocurrency Rate Advances shall be determined in
      the
      manner provided in Section 2.02(a) as if such conversion or continuation is
      instead new Eurocurrency Rate Advances in such amount, on such date and for
      such
      Interest Period. If the Company fails to give a Notice of Conversion or
      Continuation with respect to an outstanding Committed Borrowing consisting
      of
      Eurocurrency Rate Advances in Dollars as provided in clause (ii) above, the
      Company shall be deemed to have converted such Eurocurrency Rate Advances into
      Base Rate Advances in accordance with this Section 2.04 if such Advances are
      outstanding after the last day of the Interest Period with respect thereto.
      If
      the Company fails to give a Notice of Conversion or Continuation with respect
      to
      an outstanding Committed Borrowing consisting of Eurocurrency Rate Advances
      in
      an Alternate Currency as provided in clause (ii) above, the Company shall be
      deemed to have converted such Eurocurrency Rate Advances into a Eurocurrency
      Rate Advance with an Interest Period of one (1) month in accordance with this
      Section 2.04 if such Advances are outstanding after the last day of the Interest
      Period with respect thereto.

     

    
      
         

      

      
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    SECTION
      2.05. Interest
      on Advances.
      Each
      Borrower shall pay interest on the unpaid principal amount of each Advance
      owing
      to each Lender from the date the proceeds of such Advance are made available
      to
      such Borrower until such principal amount shall be paid in full, at the
      following rates per annum:

     

    (a)
      Base
      Rate Advances.
      If such
      Advance is a Base Rate Advance, a rate per annum equal to the Base Rate in
      effect from time to time, payable in arrears quarterly on the last Business
      Day
      of each fiscal quarter during the period such Base Rate Advance remains
      outstanding and on the date such Base Rate Advance shall be paid in
      full;

    


    (b)
      Eurocurrency
      Rate Advances.
      If such
      Advance is a Eurocurrency Rate Advance, a rate per annum equal at all times
      during the Interest Period for such Advance to the sum of the Eurocurrency
      Rate
      for such Interest Period plus the Applicable Eurocurrency Margin for such
      Advance, payable in arrears on the last day of such Interest Period and, if
      such
      Interest Period has a duration of more than three months, on each day which
      occurs during such Interest Period every three months from the first day of
      such
      Interest Period;

     

    (c)
      Floating
      Rate Advances.
      If such
      Advance is a Floating Rate Advance, a rate per annum equal at all times during
      the Interest Period for such Advance to the Floating Rate for such Interest
      Period quoted by such Lender in accordance with Section 2.13, payable in arrears
      on the last Business Day of such Interest Period and, if such Interest Period
      has a duration of more than three months, on each day which occurs during such
      Interest Period every three months from the first day of such Interest
      Period;

    


    (d)
      Fixed
      Rate Advances.
      If such
      Advance is a Fixed Rate Advance, a rate per annum equal at all times during
      the
      Interest Period for such Advance to the Fixed Rate for such Interest Period
      quoted by such Lender in accordance with Section 2.13, payable in arrears on
      the
      last day of such Interest Period and, if such Interest Period has a duration
      of
      more than three months, on each day which occurs during such Interest Period
      every three months from the first day of such Interest Period; and

    


    (e)
      Default
      Rate.
      In the
      event that, and for so long as, any Event of Default shall have occurred and
      be
      continuing, the outstanding principal amount of all Advances and, to the extent
      permitted by law, overdue interest in respect of all Advances, shall bear
      interest at a rate per annum equal to the sum of two percent (2%) plus the
      interest rate otherwise applicable hereunder to such principal amount in effect
      from time to time. In the event that, and for so long as, any Default under
      Section 6.01(a) shall have occurred and be continuing, the outstanding principal
      amount of the Advance with respect to which such Default has occurred and is
      continuing shall bear interest at a rate per annum equal to the sum of two
      percent (2%) plus the interest rate otherwise applicable hereunder to such
      principal amount in effect from time to time.

     

    
      
         

      

      
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    SECTION
      2.06. Additional
      Interest on Eurocurrency Rate Advances.
      Each
      Borrower shall pay to each Lender, during each period as such Lender shall
      be
      required under regulations of the Federal Reserve Board to maintain reserves
      with respect to liabilities or assets consisting of or including Eurocurrency
      Liabilities, additional interest on the unpaid principal amount of each
      Eurocurrency Rate Advance of such Lender outstanding during such period, from
      the later of the date such reserves are required and the making of such Advance
      until the earlier of the date such reserves are no longer required and such
      principal amount is paid in full, at an interest rate per annum equal at all
      times to the remainder obtained by subtracting (i) the Eurocurrency Rate for
      the
      Interest Period applicable to such Advance from (ii) the rate obtained by
      dividing such Eurocurrency Rate by a percentage equal to 100% minus the average
      Eurocurrency Rate Reserve Percentage of such Lender during such period, payable
      on each date on which interest is payable on such Advance. Such Lender shall
      determine the amount of such additional interest, if any, and promptly notify
      the relevant Borrower through the Administrative Agent of the amount
      thereof.

    


    SECTION
      2.07. Repayment;
      Prepayment of Advances; Etc. (a)
      Repayment.
      Each
      Borrower shall repay to the Administrative Agent for the ratable account of
      the
      Lenders on the Termination Date the aggregate principal amount of the Committed
      Advances then outstanding and each Borrower shall repay to the Administrative
      Agent for the account of the Lenders to which Uncommitted Advances comprising
      part of the same Borrowing are owing the aggregate principal amount of such
      Uncommitted Advances then outstanding on the last day of the Interest Period
      with respect thereto. No Borrower shall have the right to prepay any principal
      amount of any Advances other than as provided in this Section 2.07. Any Borrower
      may, upon notice no later than 11:00 A.M. (New York City time) on the second
      Business Day before the prepayment of Eurocurrency Rate Advances, and no later
      than 11:00 A.M. (New York City time) on the day of the prepayment in the case
      of
      Base Rate Advances, in either case to the Administrative Agent and stating
      the
      proposed date and principal amount of the prepayment, and if such notice is
      given such Borrower shall, prepay the outstanding principal amount of the
      Committed Advances comprising part of the same Committed Borrowing in whole
      or
      ratably in part, together with accrued interest to the date of such prepayment
      on the principal amount prepaid; provided,
      however,
      that
      each partial prepayment shall be in the aggregate principal amount of at least
      $5,000,000 or a larger whole multiple of $1,000,000 (or, in the case of Advances
      denominated in an Alternate Currency, the Foreign Currency Equivalent thereof
      in
      such Alternate Currency, rounded to the nearest 1,000,000 units of such
      Alternate Currency) and, in the case of a payment or prepayment of a
      Eurocurrency Rate Advance other than on the last day of the Interest Period
      for
      such Advance as provided herein, shall have the consequences set forth in
      Section 8.04(b).

     

    
      
         

      

      
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    (b)
      Prepayment
      of Advances.
      The
      Company shall notify the Administrative Agent immediately upon becoming aware
      of
      any Change of Control. Upon receipt of such notice and for a period of 90 days
      thereafter, the Required Lenders shall be entitled, by written notice to the
      Company received within such period, to terminate the Commitments in whole
      and
      require the Company and any other Borrower to prepay all outstanding Advances
      within 5 Business Days of its receipt of such notice, together with any accrued
      and unpaid interest thereon to the date of such prepayment and any other amounts
      due hereunder. Notwithstanding any other provision contained herein, a Change
      of
      Control shall not, in and of itself, constitute a Default
      hereunder.

    


    (c)  Alternate
      Currency Revaluation.
      (i) If
      at any time by reason of fluctuations in foreign exchange rates (1) the
      aggregate outstanding principal amount of all Advances (for which purpose the
      amount of any Advance that is denominated in an Alternate Currency shall be
      deemed to be the Dollar Equivalent thereof as of the date of determination)
      exceeds 105% of the aggregate amount of the Commitments at such time or (2)
      the
      aggregate outstanding principal amount of all Advances denominated in Alternate
      Currencies exceeds 105% of the Foreign Currency Sublimit at such time, the
      Administrative Agent shall use all reasonable efforts to give prompt written
      notice thereof to the Company, specifying the amount to be prepaid under this
      clause (i), and the Company shall, within five Business Days of the date of
      such
      notice, prepay the Advances, or cause Advances to be prepaid, in an amount
      so
      that after giving effect thereto the aggregate outstanding principal amount
      of
      the Advances (determined as aforesaid) does not exceed the aggregate amount
      of
      the Commitments; provided
      that any
      such payment shall be accompanied by any amounts payable under
      Section 8.04(b). The determination of which Advances to prepay hereunder
      shall be at the sole option of the Company. The determinations of the
      Administrative Agent hereunder shall be conclusive and binding on the Borrowers
      in the absence of manifest error. 

    


    (ii)
      In
      addition, if on the last day of any Interest Period the aggregate outstanding
      principal amount of the Advances (for which purpose the amount of any Advance
      that is denominated in an Alternate Currency shall be deemed to be the Dollar
      Equivalent thereof as of the date of determination), would exceed 100% of the
      aggregate amount of the Commitments, the Administrative Agent shall use all
      reasonable efforts to give prompt written notice thereof to the Company,
      specifying the amount to be prepaid under this clause (ii), and the Company
      shall, within five Business Days of the date of such notice, prepay the
      Advances, or cause Advances to be prepaid, or reduce the requested Advances
      in
      such amounts that after giving effect to such action the aggregate outstanding
      principal amount of the Advances does not exceed the aggregate amount of the
      Commitments; provided
      that any
      such payment shall be accompanied by any amounts payable under
      Section 8.04(b). The determination of which Advances to prepay hereunder
      shall be at the sole option of the Company. The determinations of the
      Administrative Agent hereunder shall be conclusive and binding on the Borrowers
      in the absence of manifest error.

    


    SECTION
      2.08. Increased
      Costs.
      (a)
      Changes
      in Law, Etc.
      If, due
      to (i) the introduction of or any change in or in the official interpretation
      of
      any law or regulation on or after the date of this Agreement, or (ii) the
      compliance with any guideline or request not applicable on the date of this
      Agreement from any central bank or other governmental authority (whether or
      not
      having the force of law), there shall be any increase in the cost to any Lender
      of agreeing to make or making, funding or maintaining Eurocurrency Rate
      Advances, then the Company shall from time to time, promptly upon demand by
      such
      Lender (with a copy of such demand to the Administrative Agent) accompanied
      by
      the certificate described in the next sentence, pay, or cause to be paid, to
      the
      Administrative Agent for the account of such Lender additional amounts
      sufficient to compensate such Lender for such increased cost. A certificate
      as
      to the amount of such increased cost, submitted to the Company and the
      Administrative Agent by such Lender, shall be conclusive and binding on the
      Borrowers for all purposes, absent manifest error.

     

    
      
         

      

      
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    (b)
      Capital
      Adequacy.
      If, due
      to (i) the introduction of or any change in or in the official interpretation
      of
      any law or regulation on or after the date of this Agreement, or (ii) the
      compliance with any guideline or request not applicable on the date of this
      Agreement from any central bank or other governmental authority (whether or
      not
      having the force of law), any Lender determines that the amount of capital
      required or expected to be maintained by such Lender or any corporation
      controlling such Lender has been or would be affected and that the amount of
      such capital is increased by or based upon the existence of such Lender's
      Advances or commitment to lend hereunder and other commitments of this type,
      then, upon demand by such Lender received by the Company within such time from
      the relevant change or introduction described above as is reasonably required
      in
      order to determine the effect thereof (with a copy of such demand to the
      Administrative Agent) accompanied by a certificate of such Lender as to the
      amounts demanded, the Company shall pay, or cause to be paid, to the
      Administrative Agent for the account of such Lender, from time to time as
      specified by such Lender, additional amounts sufficient to compensate such
      Lender or such corporation, as the case may be, to the extent that such Lender
      reasonably determines such increase in capital to be allocable to the existence
      of such Lender's Advances or commitment to lend hereunder, such amounts to
      be
      due and payable within two days of such Lender's invoice therefor. A certificate
      as to such amounts submitted to the Company and the Administrative Agent by
      such
      Lender shall be conclusive and binding on the Borrowers for all purposes, absent
      manifest error.

    


    SECTION
      2.09. Payments
      and Computations.
      (a)
      Manner
      of Payment.
      Each
      Borrower shall make each payment hereunder and under the Notes without
      deduction, setoff or counterclaim not later than 11:00 A.M. (Local Time) on
      the
      day when due to the Administrative Agent at the Administrative Agent's Account
      in the Principal Financial Center for the relevant Currency in same day funds.
      The Administrative Agent will promptly thereafter cause to be distributed like
      Currency and funds relating to the payment of principal or interest or facility
      fees ratably (other than amounts payable pursuant to Section 2.02(d), 2.06,
      2.08, 2.10, 2.13(f) or 8.04(b)) to the Lenders for the account of their
      respective Applicable Lending Offices, and like funds relating to the payment
      of
      any other amount payable to any Lender to such Lender for the account of its
      Applicable Lending Office, in each case to be applied in accordance with the
      terms of this Agreement. Upon its acceptance of an Assignment and Acceptance
      and
      recording of the information contained therein in the Register pursuant to
      Section 8.07(c), from and after the effective date specified in such
      Assignment and Acceptance, the Administrative Agent shall make all payments
      hereunder and under the Notes in respect of the interest assigned thereby to
      the
      Lender assignee thereunder, and the parties to such Assignment and Acceptance
      (which shall not include any Borrower) shall make all appropriate adjustments
      in
      such payments for periods prior to such effective date directly between
      themselves. The making by any Borrower of any payment to the Administrative
      Agent for the account of any Lender as herein provided shall pro tanto
      discharge the relevant obligation of such Borrower to such Lender.

     

    
      
         

      

      
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    (b)
      Setoff.
      If an
      Event of Default shall have occurred and be continuing, each Lender is hereby
      authorized at any time and from time to time, to the fullest extent permitted
      by
      law, to set off and apply any and all deposits (general or special, time or
      demand, provisional or final, in whatever currency) at any time held and other
      indebtedness at any time owing by such Lender to any Borrower against any of
      and
      all the obligations of such Borrower now or hereafter existing under this
      Agreement and the Notes held by such Lender, although such obligations may
      be
      unmatured. The rights of each Lender under this Section are in addition to
      other
      rights and remedies (including other rights of setoff) which such Lender may
      have.

    


    (c)
      Interest.
      All
      computations of interest based on (i) the Base Rate and the Eurocurrency
      Rate for Advances denominated in Pounds Sterling shall be made by the
      Administrative Agent on the basis of a year of 365 or 366 days, as the case
      may
      be, and (ii) the Eurocurrency Rate for Advances denominated in a Currency
      other than Pounds Sterling or the Federal Funds Rate or with respect to
      Uncommitted Advances and all computations of interest pursuant to Section 2.06
      shall be made by the Administrative Agent on the basis of a year of 360 days,
      in
      each case for the actual number of days (including the first day but excluding
      the last day) occurring in the period for which such interest is payable. Each
      determination by the Reference Bank of an interest rate for any Committed
      Advance hereunder shall be conclusive and binding for all purposes, absent
      manifest error.

    


    (d)
      Business
      Days.
      Whenever any payment hereunder or under the Notes shall be stated to be due
      on a
      day other than a Business Day, such payment shall be made on the next succeeding
      Business Day, and such extension of time shall in such case be included in
      the
      computation of payment of interest, facility fee or utilization fee, as the
      case
      may be; provided
      that if
      such extension would cause payment of interest on or principal of Eurocurrency
      Rate Advances to be made in the next following calendar month, such payment
      shall be made on the next preceding Business Day.

    


    (e)
      Assumption
      of Payment.
      Unless
      the Administrative Agent shall have received notice from a Borrower prior to
      the
      date on which any payment is due to the Lenders hereunder that such Borrower
      will not make such payment in full, the Administrative Agent may assume that
      such Borrower has made such payment in full to the Administrative Agent on
      such
      date and the Administrative Agent may, in reliance upon such assumption, cause
      to be distributed to each Lender on such due date an amount equal to the amount
      then due such Lender. If and to the extent such Borrower shall not have so
      made
      such payment in full to the Administrative Agent, each Lender shall repay to
      the
      Administrative Agent forthwith on demand such amount distributed to such Lender
      together with interest thereon, for each day from the date such amount is
      distributed to such Lender until the date such Lender repays such amount to
      the
      Administrative Agent, at the Federal Funds Rate (if such Advance is denominated
      in Dollars) or at the London interbank offered rate for the relevant Currency
      (if such Advance is denominated in an Alternate Currency).

    


    (f)
      Rate
      Information.
      The
      Reference Bank shall notify the Company and the Administrative Agent of the
      Base
      Rate in effect on the first Business Day on which a Base Rate Advance or
      Floating Rate Advance is outstanding and each day on which a change in the
      Base
      Rate occurs, each in sufficient detail to enable the Company to calculate
      interest payments hereunder with respect to Base Rate Advances and Floating
      Rate
      Advances, and shall provide such information to any Lender promptly upon its
      request. The Company will provide to the Administrative Agent (i) promptly
      upon
      receipt thereof copies of the information received by the Company pursuant
      to
      the immediately preceding sentence or any Rate Notification received pursuant
      to
      Section 2.02(a), (ii) promptly upon the making of any interest payment with
      respect to a Base Rate Advance or a Floating Rate Advance hereunder a schedule
      based on such information setting forth the Base Rate for each day in the period
      in which such Advance was outstanding, and (iii) promptly upon obtaining
      knowledge thereof, notice of any change in the rating assigned by Standard
&
Poor's, Moody's, or Fitch to the Company's Long-Term Indebtedness and the date
      of such change, provided
      that the
      Company's failure to provide any of the foregoing information shall be deemed
      not to be a Default or Event of Default hereunder.

     

    
      
         

      

      
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    (g)  Currency
      of Payments.  All
      payments of principal of and interest on, and utilization fees and any amounts
      payable under Section 2.06 in respect of, an Advance that is denominated in
      a particular Currency shall be made in such Currency, and all other amounts
      payable under this Agreement (except as specified in Section 9.06) shall be
      paid in Dollars.

    


    SECTION
      2.10. Taxes.
      (a)
      General.
      Any and
      all payments by each Borrower hereunder or under the Notes shall be made in
      accordance with Section 2.09, free and clear of and without deduction for any
      and all taxes, levies, imposts, deductions, charges or withholdings, and all
      liabilities with respect thereto (which are, with respect to payments by the
      Company only, not in effect or not imposed on the date of this Agreement);
      excluding,
      in the
      case of each Lender and the Administrative Agent, taxes imposed on its income,
      and franchise taxes imposed on it by the jurisdiction under the laws of which
      such Lender or the Administrative Agent (as the case may be) is organized or
      any
      political subdivision thereof and, in the case of each Lender, taxes imposed
      on
      its income, and franchise taxes imposed on it, by the jurisdiction of such
      Lender's Applicable Lending Office or any political subdivision thereof (all
      such non-excluded taxes, levies, imposts, deductions, charges, withholdings
      and
      liabilities being hereinafter referred to as "Taxes").

    


    (b)
      Other
      Taxes.
      In
      addition, each Borrower agrees to pay any stamp or documentary taxes or any
      other excise or property taxes, charges or similar levies which arise from
      any
      payment made hereunder or under the Notes or from the execution, delivery or
      registration of, or otherwise with respect to, this Agreement not in effect
      or
      not imposed on the date of this Agreement or the Notes (hereinafter referred
      to
      as "Other
      Taxes")
      upon
      notice from the Lender.

    


    (c)
      Tax
      Indemnity.
      Each
      Borrower will indemnify each Lender and the Administrative Agent for the full
      amount of Taxes or Other Taxes (including, without limitation, any Taxes or
      Other Taxes imposed by any jurisdiction on amounts payable under this Section
      2.10) paid by such Lender or the Administrative Agent (as the case may be)
      and
      any liability (including penalties, interest and expenses) arising therefrom
      or
      with respect thereto, whether or not such Taxes or Other Taxes were correctly
      or
      legally asserted. This indemnification shall be made within 30 days from the
      date such Lender or the Administrative Agent (as the case may be) makes written
      demand therefor.

     

    (d)
      Receipt.
      Within
      30 days after the date of any payment of Taxes, each Borrower will furnish
      to
      the Administrative Agent, at its address referred to in Section 8.02, the
      original or a certified copy of a receipt evidencing payment
      thereof.

    


    (e)
      Survival.
      Without
      prejudice to the survival of any other agreement of each Borrower hereunder,
      the
      agreements and obligations of such Borrower contained in this Section 2.10
      shall
      survive the payment in full of principal and interest hereunder.

     

    
      
         

      

      
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    SECTION
      2.11. Promissory
      Notes.
      Any
      Lender may request that Advances of any Type made by it be evidenced by a
      promissory note. In such event, the relevant Borrower shall prepare, execute
      and
      deliver to such Lender a promissory note payable to such Lender (or, if
      requested by such Lender, to such Lender and its registered assigns)
      substantially in the form of Exhibit H-1 (a "Committed
      Note")
      in the
      case of the Committed Advances and substantially in the form of Exhibit H-2
      (an
      "Uncommitted
      Note"),
      in
      the case of the Uncommitted Advances. Thereafter, such Advances evidenced by
      such promissory note and interest thereon shall at all times (including after
      assignment pursuant to Section 8.07) be represented by one or more
      promissory notes in such form payable to the payee named therein (or, if such
      promissory note is a registered note, to such payee and its registered
      assigns).

    


    SECTION
      2.12. Use
      of
      Proceeds of Advances.
      Each
      Borrower will use the proceeds of the Advances solely for general corporate
      purposes, including, without limitation, for the acquisition of Margin
      Stock.

    


    SECTION
      2.13. Uncommitted
      Advances.
      (a)
      The
      Uncommitted Advances Option.
      In
      addition to Committed Advances pursuant to Section 2.01, the Company may, as
      set
      forth in this Section 2.13, request the Lenders to make offers to make
      Uncommitted Advances to the Borrowers. Each Lender may, but shall have no
      obligation to, make such offers and the Borrowers may, but shall have no
      obligation to, accept any such offers in the manner set forth in this Section
      2.13; provided
      that,
      following the making of each Uncommitted Borrowing, the aggregate amount of
      the
      Advances then outstanding shall not exceed the aggregate amount of the
      Commitments of the Lenders. The Uncommitted Advances may be Floating Rate
      Advances or Fixed Rate Advances.

    


    (b)
      Quote
      Request.
      When a
      Borrower wishes to request offers to make Uncommitted Advances as part of an
      Uncommitted Borrowing, the Company (on its own behalf or on behalf of a
      Designated Borrower) shall transmit to the Administrative Agent, by telecopier,
      a quote request substantially in the form of Exhibit C hereto (a "Quote
      Request")
      so as
      to be received no earlier than 9:00 A.M. (New York City time) and (x) no
      later than 11:00 A.M. (New York City time) on the third Business Day prior
      to
      the date of Borrowing proposed therein, in the case of a Fixed Rate Auction,
      or
      (y) no later than 11:00 A.M. (New York City time) on the Business Day
      immediately preceding the proposed date of Borrowing proposed therein, in the
      case of a Floating Rate Auction, specifying:

    


    (i)
      the
      proposed date of Borrowing, which shall be a Business Day;

    


    (ii)
      the
      proposed Currency of such Borrowing and the proposed aggregate amount of such
      Borrowing, which shall be $10,000,000 or a larger whole multiple of $1,000,000
      (or, in the case of an Uncommitted Borrowing denominated in an Alternate
      Currency, the Foreign Currency Equivalent thereof in such Alternate Currency,
      rounded to the nearest 1,000,000 units of such Alternate Currency); and


    


    (iii)
      the
      duration of the proposed Interest Period applicable thereto subject to the
      provisions of the definition of Interest Period.

     

    
      
         

      

      
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    The
      Administrative Agent shall in turn promptly notify each Lender of each request
      for an Uncommitted Borrowing received by it from the Company by sending such
      Lender a copy of the related Quote Request. A Borrower may request offers to
      make Uncommitted Advances for more than one Interest Period in a single Quote
      Request. No Quote Request shall be given within five Business Days of any other
      Quote Request.

    


    (c)
      Submission
      and Contents of Quotes.
      (i)
      Each Lender may but shall not be required to submit a Quote containing an offer
      or offers to make an Uncommitted Advance as part of a proposed Uncommitted
      Borrowing in response to any Quote Request. Each Quote must comply with the
      requirements of this Section 2.13(c) and must be submitted to the Administrative
      Agent (which shall give prompt notice thereof to the Company) in writing
      (including by telecopy) no later than (A) 12:00 P.M. (New York City time)
      on the third Business Day prior to the proposed date of borrowing in the case
      of
      a Fixed Rate Auction or (B) 12:00 P.M. (New York City time) on the Business
      Day immediately preceding the proposed date of borrowing, in the case of a
      Floating Rate Auction; provided
      that if
      the Administrative Agent in its capacity as a Lender shall, in its sole
      discretion, elect to make any such offer, it shall notify the Company of such
      offer at least 30 minutes before the time and on the date on which notice of
      such election is to be given to the Administrative Agent by the other Lenders.
      If any Lender shall elect not to make such an offer, such Lender shall so notify
      the Administrative Agent, before 12:00 P.M. (New York City time) on
      the date on which notice of such election is to be given to the Administrative
      Agent by the other Lenders, and such Lender shall not be obligated to, and
      shall
      not, make any Uncommitted Advance as part of such Uncommitted Borrowing;
provided
      that the
      failure by any Lender to give such notice shall not cause such Lender to be
      obligated to make any Uncommitted Advance as part of such proposed Uncommitted
      Borrowing. Any Quote so made shall be irrevocable except with the written
      consent of the Company.

     

    (ii)
      A
      Quote may set forth each separate offer by a Lender with respect to each
      Interest Period specified in the related Quote Request. Each Quote shall be
      in
      substantially the form of Exhibit D hereto, and shall in any case
      specify:

    


    (A)
      the
      principal amount of the Uncommitted Advance for each such offer, which principal
      amount (1) may be greater than or less than the Commitment of such Lender,
      (2)
      must be a whole multiple of $1,000,000 or, in the case of Uncommitted Advances
      in an Alternate Currency, the Foreign Currency Equivalent thereof in such
      Alternate Currency, rounded to the nearest 1,000,000 units of such Alternate
      Currency, (3) may not exceed (but may be less than) the proposed principal
      amount of the proposed Uncommitted Borrowing set forth in the related Quote
      Request, and (4) may be subject to an aggregate limitation as to the principal
      amount of Uncommitted Advances for which offers being made by such Lender may
      be
      accepted;

    


    (B)
      in
      the case of a Floating Rate Auction, the margin below the Base Rate (the
      "Floating
      Rate Margin")
      offered for each such Uncommitted Advance expressed as a percentage (specified
      to the nearest 1/1,000th of 1%) to be subtracted from such Base Rate;
      and

    


    (C)
      in
      the case of a Fixed Rate Auction, the rate of interest per annum (specified
      to
      the nearest 1/1,000th of 1%) (the "Fixed
      Rate")
      offered for each such Uncommitted Advance.

     

    
      
         

      

      
        31

        
          

        

      

      
         

      

    

    


    (iii)
      Any
      Quote shall be disregarded if it:

    


    (A)
      is
      not substantially in conformity with the format described in the relevant Quote
      Request or does not specify all of the information required by Section
      2.13(c)(ii);

    


    (B)
      contains qualifying, conditional or similar language;

    


    (C)
      proposes terms other than or in addition to those set forth in the applicable
      Quote Request; or

    


    (D)
      is
      received by the Administrative Agent after the time set forth in Section
      2.13(c)(i).

    


    (d)
      Acceptance
      and Notice by Company.
      Not
      later than (i) 1:00 P.M. (New York City time) on the third Business Day prior
      to
      the proposed date of borrowing, in the case of a Fixed Rate Auction or (ii)
      1:00
      P.M. (New York City time) on the Business Day immediately preceding the proposed
      date of borrowing, in the case of a Floating Rate Auction, the Company shall
      notify the Administrative Agent (which shall give prompt notice thereof to
      the
      Lenders) of the relevant Borrower’s acceptance or nonacceptance of the offers so
      notified to it pursuant to Section 2.13(c) substantially in the form of Exhibit
      E hereto; provided
      that if
      the Company shall fail to so notify the Administrative Agent by the times set
      forth above, the Company shall be deemed to have notified the Administrative
      Agent of the relevant Borrower’s nonacceptance of each such offer. In the case
      of acceptance, each such notice shall specify the aggregate principal amount
      of
      offers that are accepted. The relevant Borrower may accept any such offer in
      whole or in part; provided
      that:

    


    (i)
      the
      aggregate principal amount of each Uncommitted Borrowing may not exceed the
      applicable amount set forth in the related Quote Request;

    


    (ii)
      the
      principal amount of each Uncommitted Borrowing must be $10,000,000 or a larger
      whole multiple of $1,000,000 (or, in the case of an Uncommitted Borrowing
      denominated in an Alternate Currency, the Foreign Currency Equivalent thereof
      in
      such Alternate Currency rounded to the nearest 1,000,000 units of such Alternate
      Currency);

    


    (iii)
      acceptance of offers from the Lenders may only be made on the basis of ascending
      Floating Rate Margins or Fixed Rates, as the case may be; and 

    


    (iv)
      the
      Company may not accept any offer that is described in Section 2.13(c)(iii)
      or
      that otherwise fails to comply with the requirements of this
      Agreement.

    


    (e)
      Allocation.
      If
      offers are made by more than one Lender with the same Floating Rate Margins
      or
      Fixed Rates, as the case may be, for a greater aggregate principal amount than
      the amount in respect of which such offers are accepted, the principal amount
      of
      Uncommitted Advances in respect of which such offers are accepted shall be
      allocated by the Administrative Agent among such Lenders as nearly as possible
      (in such multiples, not less than $1,000,000, or, in the case of Uncommitted
      Advances denominated in an Alternate Currency, the Foreign Currency Equivalent
      thereof in such Alternate Currency rounded to the nearest 1,000,000 units of
      such Currency, as it may deem appropriate) in proportion to the aggregate
      principal amounts of such offers. Determinations by the Administrative Agent
      of
      the allocations of Uncommitted Advances shall be binding and conclusive in
      the
      absence of manifest error. The Administrative Agent shall promptly notify the
      Company and the Lenders of any allocation pursuant to this Section
      2.13(e).

     

    
      
         

      

      
        32

        
          

        

      

      
         

      

    

    


    (f)
      Funding.
      In the
      case of an Uncommitted Borrowing as to which the relevant Borrower has accepted
      the offer of one or more Lenders to make an Uncommitted Advance under clause
      (d)
      above, before 12:00 noon (Local Time) on the date of such Uncommitted Borrowing,
      each such Lender shall make available for the account of its Applicable Lending
      Office to the Administrative Agent at the Administrative Agent's Account, in
      same day funds, such Lender's portion of such Uncommitted Borrowing. Upon
      fulfillment of the applicable conditions set forth in Article III and after
      receipt by the Administrative Agent of such funds, the Administrative Agent
      will
      promptly (and in any event by the close of business Local Time on the date
      of
      such Borrowing) make such funds available to the Company by depositing the
      same
      in immediately available funds into such account as the Company shall have
      specified in the related notice of acceptance (in substantially the form of
      Exhibit E hereto). Promptly after each Uncommitted Borrowing the Administrative
      Agent will notify each Lender of the amount of the Uncommitted Borrowing, the
      aggregate principal amount of the Uncommitted Advances then outstanding and
      the
      dates upon which such Uncommitted Advances commenced and will
      mature.

    


    SECTION
      2.14. Borrowings
      by Designated Borrowers.
      (a) 
      The Company may, at any time or from time to time, upon not less than 10
      Business Day's notice to the Administrative Agent, designate one or more
      Subsidiaries organized in any of the jurisdictions listed on Schedule III
      as Borrowers hereunder. Upon any such designation of a Subsidiary and the
      Administrative Agent's receipt of each of the following (copies of which will
      be
      promptly furnished by the Administrative Agent to the Lenders), which shall
      be
      in form and substance reasonably satisfactory to the Administrative Agent,
      such
      Subsidiary shall be a Designated Borrower and a Borrower entitled to make
      Borrowings on and subject to the terms and conditions of this
      Agreement:

    


    (i)
      Executed
      Counterparts.
      A
      designation letter (a "Designation
      Letter")
      in
      duplicate, in substantially the form of Exhibit I, duly completed and
      executed by the Company and such Designated Borrower and delivered to the
      Administrative Agent at least ten Business Days before the date on which such
      Subsidiary is to become a Designated Borrower;

    


    (ii)
      Opinion
      of Counsel to the Designated Borrower.
      A
      favorable written opinion (addressed to the Administrative Agent and the Lenders
      and dated the date of the Designation Letter) of reputable counsel to such
      Designated Borrower (which may be internal counsel) in the relevant jurisdiction
      (and such Designated Borrower hereby and by delivery of such Designation Letter
      instruct such counsel to deliver such opinion to the Lenders and the
      Administrative Agent), as to the due organization of such Designated Borrower
      under the laws of its jurisdiction of organization, the due authorization,
      execution and delivery by such Designated Borrower of such Designation Letter
      and of the making of Borrowings by it hereunder, the obtaining of all licenses,
      approvals and consents of, and the making of all filings and registrations
      with,
      any applicable Governmental Authority required in connection therewith and
      the
      legality, validity and binding effect and enforceability thereof, and such
      other
      legal matters relating thereto as the Administrative Agent may reasonably
      request;

     

    
      
         

      

      
        33

        
          

        

      

      
         

      

    

    


    (iii)
      Corporate
      Documents.
      Such
      documents and certificates as the Administrative Agent may reasonably request
      (including without limitation certified copies of the charter and by-laws of
      such Designated Borrower and of resolutions of its Board of Directors
      authorizing such Designated Borrower's acceptance of the Company’s designation
      as a "Designated Borrower" and its becoming a Borrower under this Agreement,
      and
      of all documents evidencing all other necessary corporate or other action
      required with respect to such Designated Borrower becoming party to this
      Agreement; 

    


    (iv)
       Process
      Agent.
      Evidence that the Process Agent has agreed to act as agent for service of
      process in New York, New York on behalf of such Designated Borrower under the
      Loan Documents.

    


    (v)
      Expenses.
      Evidence that such Designated Borrower or the Company shall have paid any and
      all expenses reasonably incurred by the Administrative Agent (including the
      reasonable fees and expenses of counsel to the Administrative Agent) in
      connection with its designation as a Designated Borrower; and

    


    (vi)
      Other
      Items.
      Such
      other documents relating thereto as the Administrative Agent or any Lender
      or
      special New York counsel to the Administrative Agent may reasonably request,
      including any documentation and other evidence which may be requested by the
      Administrative Agent or any Lender to comply with and/or administer any "know
      your customer" or other customer identification related policies and procedures
      required under applicable laws and regulations.

    


    (b) 
      So long as all principal of and interest on all Advances made to any Designated
      Borrower and all other amounts payable by such Designated Borrower under this
      Agreement and the other Loan Documents have been paid in full, the Company
      may
      terminate the status of such Designated Borrower as a Borrower hereunder by
      furnishing to the Administrative Agent a letter (a "Termination
      Letter")
      in
      substantially the form of Exhibit J, duly completed and executed by the
      Company. Any Termination Letter furnished hereunder shall be effective upon
      receipt thereof by the Administrative Agent, which shall promptly so notify
      the
      Lenders. Notwithstanding the foregoing, the delivery of a Termination Letter
      with respect to any Designated Borrower shall not terminate (i) any
      obligation of such Borrower that remains unpaid at the time of such delivery
      (including without limitation any obligation arising thereafter in respect
      of
      such Borrower under Section 2.08 or Section 2.10) or (ii) the
      obligations of the Company under Article IX with respect to any unpaid
      obligations of such Borrower. 

     

    SECTION
      2.15. European
      Monetary Union.
      (a)
      Definitions.
      In this
      Section 2.15 and in each other provision of this Agreement to which reference
      is
      made in this Section 2.15 (whether expressly or impliedly), the following terms
      have the meanings given to them in this Section 2.15:

     

    
      
         

      

      
        34

        
          

        

      

      
         

      

    

    


    "EMU"
      shall
      mean economic and monetary union as contemplated in the Treaty on European
      Union.

     

    "EMU
      Legislation"
      shall
      mean legislative measures of the European Council for the introduction of,
      changeover to or operation of a single or unified European currency, being
      in
      part the implementation of the third stage of EMU.

     

    "Euro"
      shall
      mean the single currency of Participating Member States of the European
      Union.

     

    "Participating
      Member State"
      shall
      mean each state so described in any EMU Legislation.

     

    "Target
      Operating Day"
      shall
      mean any day that is not (i) a Saturday or Sunday, (ii) Christmas Day or New
      Year's Day or (iii) any other day on which the Trans-European Real-time Gross
      Settlement Express Transfer system (or any successor settlement system) is
      not
      operating (as determined by the Administrative Agent).

     

    "Treaty
      on European Union"
      shall
      mean the Treaty of Rome of March 25, 1957, as amended by the Single European
      Act
      1986 and the Maastricht Treaty (which was signed at Maastricht on February
      7,
      1992, and came into force on November 1, 1993), as amended from time to
      time.

     

    (b)
      Payments
      by the Administrative Agent Generally.
      With
      respect to the payment of any amount denominated in the Euro, the Administrative
      Agent shall not be liable to the Company or any of the Lenders in any way
      whatsoever for any delay, or the consequences of any delay, in the crediting
      to
      any account of any amount required by this Agreement to be paid by the
      Administrative Agent if the Administrative Agent shall have taken all relevant
      steps to achieve, on the date required by this Agreement, the payment of such
      amount in immediately available, freely transferable, cleared funds to the
      account of the Company or any Lender, as the case may be, in the Principal
      Financial Center in the Participating Member State which the Company or, as
      the
      case may be, such Lender shall have specified for such purpose. In this
      paragraph (b), "all
      relevant steps"
      shall
      mean all such steps as may be prescribed from time to time by the regulations
      or
      operating procedures of such clearing or settlement system as the Administrative
      Agent may from time to time reasonably determine for the purpose of clearing
      or
      settling payments of the Euro.

     

    (c)
      Determination
      of Eurocurrency Rate.
      For the
      purposes of determining the date on which the applicable rate for Eurocurrency
      Rate Advances is determined under this Agreement for any Advance denominated
      in
      the Euro for any Interest Period therefor, references in this Agreement to
      London Banking Days shall be deemed to be references to Target Operating
      Days.

     

    
      
         

      

      
        35

        
          

        

      

      
         

      

    

     

    ARTICLE
      III

     

    CONDITIONS
      TO EFFECTIVENESS AND LENDING

    


    SECTION
      3.01. Condition
      Precedent to Effectiveness.
      The
      amendment and restatement of this Agreement as set forth herein shall become
      effective as of 12:01 a.m. on the date (the "Effective
      Date"),
      which
      shall be on or before February 27, 2008, as of which the Administrative Agent
      shall confirm to the Company that it has received the following, each dated
      such
      day, in form and substance satisfactory to the Administrative Agent and (except
      for any Notes) in sufficient copies for each Lender:

    


    (a)
      Executed
      Counterparts.
      From
      each party hereto either (i) a counterpart of this Agreement signed on behalf
      of
      such party or (ii) written evidence satisfactory to the Administrative Agent
      (which may include telecopy transmission of a signed signature page to this
      Agreement) that such party has signed a counterpart of this
      Agreement;

    


    (b)
      Authority
      and Approvals.
      Certified copies of the resolutions of the Board of Directors of the Company
      (or
      equivalent documents) authorizing and approving this Agreement, authorizing
      Borrowings by the Company and the Designated Borrowers hereunder in an aggregate
      principal amount up to but not exceeding the aggregate amount of the Commitments
      at any one time outstanding and certified copies of all documents evidencing
      all
      necessary corporate action and all other necessary action (corporate,
      partnership or otherwise) and governmental approvals, if any, with respect
      to
      this Agreement;

    


    (c)
      Secretary's
      or Assistant Secretary's Certificate.
      A
      certificate of the Secretary or an Assistant Secretary of the Company, dated
      the
      Effective Date, certifying the names and true signatures of the officers of
      the
      Company authorized to execute and deliver this Agreement, the Notes, and the
      other documents to be delivered hereunder;

    


    (d)
      Legal
      Opinions.
      An
      opinion of counsel to the Company, dated the Effective Date, substantially
      in
      the form of Exhibit F-1 hereto and an opinion of special New York counsel to
      the
      Administrative Agent, dated the Effective Date, substantially in the form of
      Exhibit F-2 hereto;

    


    (e)
      Closing
      Certificate.
      A
      certificate of a senior financial officer of the Company, dated the Effective
      Date, certifying that the representations and warranties set forth in Article
      IV
      are true on such date as if made on and as of such date and that no Default
      has
      occurred and is continuing on such date; and

    


    (f)
      Termination
      of Commitments; Fees and Expenses.
      Evidence
      satisfactory to the Administrative Agent that (i) the commitments under the
      Existing Credit Agreements have been terminated and all accrued fees, expenses,
      interest, principal and other amounts thereunder have been paid, and (ii) the
      Company shall have paid to the Administrative Agent for account of the Lenders
      such up-front fees in connection with the execution of this Agreement as the
      Company and the Administrative Agent shall have agreed upon.

     

    
      
         

      

      
        36

        
          

        

      

      
         

      

    

    


    SECTION
      3.02. Conditions
      Precedent to Each Advance.
      The
      obligation of each Lender to make each Advance (including the initial Advance)
      as part of a Borrowing shall be subject to the further conditions precedent
      that
      (i) on the date of such Borrowing the following statements shall be true (and
      each of the giving of the applicable Notice of Borrowing or the notice of
      acceptance under Section 2.13(d), as the case may be, and the acceptance by
      the
      relevant Borrower of the proceeds of such Advance shall constitute a
      representation and warranty by such Borrower that on the date of such Advance
      the following statements shall be true): (x) the representations and warranties
      contained in Section 4.01 (other than the Excluded Representation) and, to
      the
      extent applicable, in the Designation Letter of such Borrower are correct in
      all
      material respects on and as of the date of such Borrowing, before and after
      giving effect to such Borrowing and to the application of the proceeds
      therefrom, as though made on and as of such date (it being understood and agreed
      that any representation or warranty which expressly refers by its terms to
      a
      specified date shall be required to be true and correct in all material respects
      only as of such date), and (y) no event has occurred and is continuing, or
      would
      result from such Borrowing or from the application of the proceeds therefrom,
      that would constitute an Event of Default, or would constitute an Event of
      Default but for the requirement that notice be given or time elapse or both;
      and
      (ii) in the case of a requested Borrowing the proceeds of which are to be used
      to buy or carry any Margin Stock, the Company shall deliver to the
      Administrative Agent a certificate of a senior financial officer of the Company
      accompanying the relevant Notice of Borrowing setting forth in reasonable detail
      the basis upon which the Company has made the representation set forth in the
      third sentence of Section 4.01(l) on and as of the date of such Borrowing,
      before and after giving effect to such Borrowing and to the application of
      the
      proceeds therefrom, together with (if so requested by the Administrative Agent)
      a duly completed Form U-1 or Form G-3 satisfactory to the Administrative
      Agent.

     

    ARTICLE
      IV

     

    REPRESENTATIONS
      AND WARRANTIES

    


    SECTION
      4.01. Representations
      and Warranties of the Company.
      The
      Company represents and warrants as follows:

    


    (a)
      Corporate
      Existence.
      The
      Company is a corporation duly organized and validly existing under the laws
      of
      the State of Connecticut.

    


    (b)
      Corporate
      Authorization, Etc.
      The
      execution, delivery and performance by the Company of this Agreement and the
      Notes are within the Company's corporate powers, have been duly authorized
      by
      all necessary corporate action and do not contravene (i) the Company's charter
      or bylaws or (ii) any law or contractual restriction binding on or affecting
      the
      Company or any of its Subsidiaries.

    


    (c)
      No
      Approvals.
      No
      authorization, approval or action by, and no notice to or filing with, any
      governmental authority or regulatory body is required for the due execution,
      delivery and performance by the Company of this Agreement or the
      Notes.

     

    
      
         

      

      
        37

        
          

        

      

      
         

      

    

    


    (d)
      Enforceability.
      This
      Agreement is and, upon issuance and delivery thereof in accordance with this
      Agreement, each Note will be the legal, valid and binding obligations of the
      Company, enforceable against the Company in accordance with their respective
      terms.

    


    (e)
      Financial
      Information.
      The
      consolidated balance sheet of the Company and its Consolidated Subsidiaries
      as
      of December 29, 2007, and the related statements of income and retained earnings
      of the Company and its Consolidated Subsidiaries for the fiscal year then ended,
      copies of which have been furnished to the Lenders, fairly present in all
      material respects the financial condition of the Company and its Consolidated
      Subsidiaries as of such date and the results of the operations of the Company
      and its Consolidated Subsidiaries for the period ended on such date, all in
      accordance with GAAP consistently applied.

    


    (f)
      No
      Litigation.
      Except
      as disclosed or otherwise reflected in the Company's Annual Report on Form
      10-K
      for the year ended December 29, 2007, there is no pending or (to the best of
      the
      Company's knowledge) threatened action or proceeding against the Company or
      any
      of its Subsidiaries or relating to any of their respective properties before
      any
      court, governmental agency or arbitrator, which could reasonably be expected
      to
      have a Material Adverse Effect or which purports to affect the legality,
      validity or enforceability of this Agreement or any Note.

    


    (g)
      No
      Material Adverse Effect.
      Since
      December 29, 2007, there has been no event, act or condition which has had
      a
      Material Adverse Effect. 

    


    (h)
      Environmental
      Matters.
      Except
      as disclosed or otherwise reflected in the Company's Annual Report on Form
      10-K
      for the year ended December 29, 2007, neither the Company nor any of its
      Subsidiaries has received notice or otherwise obtained knowledge of any claim,
      demand, action, event, condition, report or investigation indicating or
      concerning any potential or actual liability which could reasonably be expected
      to, individually or in the aggregate, have a Material Adverse Effect arising
      in
      connection with (i) any non-compliance with or violation of the requirements
      of
      any applicable federal, state or local environmental health or safety statutes
      or regulations, or (ii) the release or threatened release of any toxic or
      hazardous waste, substance or constituent into the environment.

    


    (i)
      Investment
      Company.
      The
      Company is not an "investment company" within the meaning of the Investment
      Company Act of 1940, as amended. 

    


    (j)
      Disclosure.
      The
      information furnished in writing by or on behalf of the Company or any
      Designated Borrower to the Lenders in connection with the negotiation, execution
      and delivery of this Agreement or any other Loan Document does not contain
      any
      material misstatements of fact or omit to state a material fact necessary to
      make the statements contained therein, in light of the circumstances under
      which
      they were made, not misleading.

    


    (k)
      No
      Defaults.
      The
      Company (i) is not in default under or with respect to this Agreement or any
      Note, and (ii) is not in default under or with respect to any other agreement,
      instrument or undertaking to which it is a party or by which it or any of its
      property is bound in any respect which could reasonably be expected to result
      in
      a Material Adverse Effect.

     

    
      
         

      

      
        38

        
          

        

      

      
         

      

    

    


    (l)
      Use
      of
      Proceeds, Etc.
      All
      proceeds of each Advance will be used by each Borrower only in accordance with
      the provisions of Section 2.12. No Borrower is or will be engaged in the
      business of extending credit for the purpose of buying or carrying Margin Stock
      and no proceeds of any Advance will be used to extend credit to others for
      the
      purpose of buying or carrying any Margin Stock. Neither the making of any
      Advance nor the use of the proceeds thereof will violate or be inconsistent
      with
      the provisions of Regulations U or X issued by the Board of Governors of the
      Federal Reserve System.

     

    ARTICLE
      V

     

    COVENANTS
      OF THE BORROWER

    


    SECTION
      5.01. Affirmative
      Covenants.
      So
      long
      as any Advance or any other amount owing hereunder shall remain unpaid or any
      Lender shall have any Commitment hereunder:

    


    (a)
      Financial
      Information.
      The
      Company will furnish to the Lenders:

    


    (i)
      Quarterly
      Financial Statements.
      Within
      50 days after the close of each quarterly accounting period in each fiscal
      year
      of the Company, the consolidated balance sheet of the Company and its
      Consolidated Subsidiaries as at the end of such quarterly period and the related
      consolidated and consolidating statements of income, retained earnings and
      cash
      flows for such quarterly period and for the elapsed portion of the fiscal year
      ended with the last day of such quarterly period, in each case setting forth
      comparative figures for the related periods in the prior fiscal
      year.

    


    (ii)
      Annual
      Financial Statements.
      Within
      95 days after the close of each fiscal year of the Company, the consolidated
      balance sheet of the Company and its Consolidated Subsidiaries as at the end
      of
      such fiscal year and the related consolidated statement of income, retained
      earnings and cash flows for such fiscal year, setting forth comparative figures
      for the preceding fiscal year and reported on without qualification by
      independent certified public accountants of recognized national standing, in
      each case together with a report of such accounting firm stating that in the
      course of its regular audit of the consolidated financial statements of the
      Company, which audit was conducted in accordance with generally accepted
      auditing standards, such accounting firm has obtained no knowledge of any
      Default or Event of Default relating to accounting matters (including, without
      limitation, in respect of Section 5.01(f)), or if in the opinion of such
      accounting firm such a Default or Event of Default has occurred and is
      continuing, a statement as to the nature thereof.

    


    (iii)
      Officer's
      Certificates.
      At the
      time of the delivery of the financial statements under clauses (i) and (ii)
      above, a certificate of a senior financial officer of the Company which
      certifies (x) that such financial statements fairly present the financial
      condition and the results of operations of the Company and its Consolidated
      Subsidiaries on the dates and for the periods indicated, and (y) that such
      officer has reviewed the terms of this Agreement and has made, or caused to
      be
      made under his or her supervision, a review in reasonable detail of the business
      and condition of the Company and its Consolidated Subsidiaries during the
      accounting period covered by such financial statements, and that as a result
      of
      such review such officer has concluded that no Default or Event of Default
      has
      occurred during the period commencing at the beginning of the accounting period
      covered by the financial statements accompanied by such certificate and ending
      on the date of such certificate or, if any Default or Event of Default has
      occurred, specifying the nature and extent thereof and, if continuing, the
      action the Company proposes to take in respect thereof. Such certificate shall
      set forth the calculations required to establish whether the Company was in
      compliance with the provisions of Section 5.01(f) for the twelve-month period
      ending as at the end of the accounting period covered by the financial
      statements accompanied by such certificate.

     

    
      
         

      

      
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    (iv)
      Notice
      of Default or Litigation.
      Promptly after any Borrower obtains knowledge thereof, notice of (i) the
      occurrence of any Default or Event of Default, or (ii) any litigation or
      governmental proceeding pending or threatened against any Borrower or other
      event, act or condition which could reasonably be expected to result in a
      Material Adverse Effect.

    


    (v)
      SEC
      Filings.
      Promptly upon transmission thereof, copies of all regular and periodic financial
      information, proxy materials and other information and reports, if any, which
      the Company shall file with the Securities and Exchange Commission or any
      governmental agencies substituted therefor or which the Company shall send
      to
      its stockholders.

    


    (vi)
      Other
      Information.
      From
      time to time, and as soon as reasonably practicable, such other information
      or
      documents (financial or otherwise) as any Lender through the Administrative
      Agent may from time to time reasonably request.

    


    Reports
      and financial statements required to be delivered by the Company pursuant
      clauses (i), (ii) and (v) of this Section 5.01 (a) shall be deemed to have
      been
      delivered on the date on which it posts such reports, or reports containing
      such
      financial statements, on its website on the Internet at www.stanleyworks.com,
      or when
      such reports, or reports containing such financial statements are posted on
      the
      website of the Securities and Exchange Commission at www.sec.gov;
      provided that it shall deliver such paper copies of the reports and financial
      statements referred to in Clauses (i), (ii) and (v) of this Section 5.01(a)
      to
      the Administrative Agent or any Lender who request it to deliver such paper
      copies until written notice to cease delivering paper copies is given by the
      Administrative Agent or such Lender. 

    


    (b)
      Compliance
      with Law.
      The
      Company shall, and shall cause each of its Subsidiaries to, comply with all
      applicable laws, rules, statutes, regulations, decrees and orders of all
      governmental bodies, domestic or foreign, in respect of the conduct of their
      business and the ownership of their property, except such non-compliance as
      could not reasonably be expected to result in a Material Adverse Effect at
      the
      time of such noncompliance or in the foreseeable future.

     

    
      
         

      

      
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    (c)
      Payment
      of Taxes.
      The
      Company shall pay or cause to be paid, and shall cause each of its Subsidiaries
      to pay or cause to be paid, when due, all taxes, charges and assessments and
      all
      other lawful claims required to be paid by the Company or such Subsidiaries,
      except (x) as contested in good faith and by appropriate proceedings diligently
      conducted, if adequate reserves have been established with respect thereto
      in
      accordance with GAAP and (y) where such nonpayment could not reasonably be
      expected to result in a Material Adverse Effect.

    


    (d)
      Preservation
      of Corporate Existence.
      Except
      as otherwise permitted by this Agreement, the Company shall, and shall cause
      each of its Subsidiaries to, do all things necessary to preserve, renew and
      keep
      in full force and effect its corporate existence and the licenses, permits,
      rights and franchises necessary to the proper conduct of its business, except
      where the failure to do so could not reasonably be expected to have a Material
      Adverse Effect. Neither the Company nor any of its Subsidiaries will engage
      in
      any business if, as a result, the general nature of the business, taken on
      a
      consolidated basis, which would then be engaged in by the Company and its
      Subsidiaries would be substantially changed from the general nature of the
      business engaged in by the Company and its Subsidiaries on the date of this
      Agreement.

    


    (e)
      Maintenance
      of Books and Records.
      The
      Company will maintain financial records in accordance with GAAP, consistently
      applied. The representatives of the Administrative Agent or any of the Lenders
      shall have the right to visit and inspect any of the properties of the Company
      and of any of its Subsidiaries, to examine their books of account and records
      and take notes and make transcripts therefrom, and to discuss their affairs,
      finances and accounts with, and be advised as to the same by, their officers
      upon reasonable prior notice at such reasonable times and intervals as may
      be
      requested (subject to the standard policies of the Company and its Subsidiaries
      as to access, safety and, without prejudice to the reasonable requirements
      of
      lending institutions and their regulatory supervisors,
      confidentiality).

     

    (f)
      Interest
      Coverage Ratio.
      The
      Company shall maintain, for each period of four consecutive fiscal quarters
      of
      the Company, an Interest Coverage Ratio of not less than 5.00 to
      1.00.

    


    SECTION
      5.02. Negative
      Covenants.
      So
      long
      as any Advance or any other amount owing hereunder shall remain unpaid or any
      Lender shall have any Commitment hereunder:

    


    (a)
      No
      Liens.
      The
      Company shall not, and shall not permit any of its Subsidiaries to, create,
      incur, assume or suffer to exist, directly or indirectly, any Lien on any
      Principal Property now owned or hereafter acquired (unless the Company secures
      the Advances made hereunder equally and ratably with such Lien), other
      than:

    


    (i)
      Liens
      existing and disclosed to the Lenders in writing prior to the date
      hereof;

    


    (ii)
      Liens for taxes not yet due or which are being contested in good faith by
      appropriate proceedings diligently conducted and with respect to which adequate
      reserves are being maintained in accordance with GAAP;

    


    (iii)
      statutory Liens of landlords and Liens of carriers, warehousemen, mechanics,
      materialmen and other Liens imposed by law created in the ordinary course of
      business for amounts not yet due or which are being contested in good faith
      by
      appropriate proceedings diligently conducted and with respect to which adequate
      bonds have been posted;

     

    
      
         

      

      
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    (iv)
      Liens incurred or deposits made in the ordinary course of business in connection
      with workers' compensation, unemployment insurance and other types of social
      security, or to secure the performance of tenders, statutory obligations, surety
      and appeal bonds, bids, leases, government contracts, performance and
      return-of-money bonds and other similar obligations (exclusive of obligations
      for the payment of borrowed money);

    


    (v)
      easements, rights-of-way, zoning and similar restrictions and other similar
      charges or encumbrances not interfering with the ordinary conduct of the
      business of the Company or any of its Subsidiaries and which do not detract
      materially from the value of the property to which they attach or impair
      materially the use thereof by the Company or any of its
      Subsidiaries;

     

    (vi)
      Liens on property of any Person existing at the time such Person becomes a
      Subsidiary of the Company and not created in contemplation thereof;

    


    (vii)
      Liens securing Indebtedness owed by a Subsidiary of the Company to the Company
      or another Subsidiary of the Company;

    


    (viii)
      any Lien arising solely by operation of law in the ordinary course of business
      or which is contained in a contract for the purchase or sale of goods or
      services entered into in the ordinary course of business;

    


    (ix)
      Liens on any property existing at the time of acquisition but only if the amount
      of outstanding Indebtedness secured thereby does not exceed the lesser of the
      fair market value or the purchase price of the property as
      purchased;

    


    (x)
      any
      Lien securing the purchase price of revenues or assets purchased after the
      date
      hereof or the cost of repairing or altering, constructing, developing or
      substantially improving all or any part of such revenues or assets; provided
      that
      such Lien attaches only to such revenues or assets (including any improvements)
      and the Indebtedness thereby secured does not exceed the lesser of the fair
      market value or the purchase price of the revenues or assets (including any
      improvements) as purchased;

    


    (xi)
      any
      other Liens on Principal Properties securing Indebtedness which in the
      aggregate, together with Attributable Debt, does not exceed 10% of Consolidated
      Net Worth at any time outstanding; and

    


    (xii)
      any
      extension, renewal or replacement of any of the Liens referred to above;
provided
      that the
      Indebtedness secured by any such extension, renewal or replacement does not
      exceed the sum of the principal amount of the Indebtedness originally secured
      thereby and any fee incurred in connection with such transaction.

     

    
      
         

      

      
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    (b)
      Merger,
      Etc.
      The
      Company shall not (i) enter into any merger or consolidation, or liquidate,
      wind
      up or dissolve (or suffer any liquidation, wind-up or dissolution), discontinue
      its business or convey, lease, sell, transfer or otherwise dispose of, in one
      transaction or series of transactions, all or substantially all of its business
      or property, whether now or hereafter acquired, or (ii) permit any of its
      Subsidiaries to do so, if such action could reasonably be expected to have
      a
      Material Adverse Effect, except that (1) any wholly-owned Subsidiary of the
      Company may merge into or convey, sell, lease or transfer all or substantially
      all of its assets to, the Company or any other wholly-owned Subsidiary of the
      Company and (2) the Company or any of its Subsidiaries may enter into any merger
      or consolidation so long as in the case of a transaction involving the Company,
      the Company, or in the case of any other transaction, a Subsidiary of the
      Company, is the surviving entity in such transaction and, after giving effect
      thereto, no Default or Event of Default shall have occurred or be
      continuing.

    


    (c)
      Sale-Leasebacks.
      The
      Company shall not, and shall not permit any of its Subsidiaries to, become
      liable, directly or indirectly, with respect to any lease, whether an operating
      lease or a Capital Lease, of any property (whether real or personal or mixed)
      whether now owned or hereafter acquired, (i) which the Company or such
      Subsidiary has sold or transferred or is to sell or transfer to any other
      Person, or (ii) which the Company or such Subsidiary intends to use for
      substantially the same purposes as any other property which has been or is
      to be
      sold or transferred by the Company or such Subsidiary to any other Person in
      connection with such lease. Notwithstanding the foregoing, the Company and
      its
      Subsidiaries shall be permitted to become liable with respect to the leases
      described above so long as all Attributable Debt, together with the Liens
      described in Section 5.02(a)(xi), does not exceed 10% of Consolidated Net Worth
      at any time outstanding.

     

    ARTICLE
      VI

     

    EVENTS
      OF
      DEFAULT

    


    SECTION
      6.01. Events
      of Default.
      If
      any of
      the following events ("Events
      of Default")
      shall
      occur and be continuing:

    


    (a)
      Any
      Borrower shall fail to pay when due (or, if any such failure is due solely
      to
      technical or administrative difficulties relating to the transfer of such
      amounts, within two Business Days after its due date) any principal of any
      Advance; or any Borrower shall fail to pay when due any interest on any Advance,
      any fee (other than the fees referenced in Section 2.03) or any other amount
      payable by it hereunder or under any Note and five (5) days shall have elapsed
      from the date such interest, fees or other amounts were due; or with respect
      to
      the fees payable pursuant to Section 2.03, any Borrower shall fail to pay
      any such fee when due and two Business Days shall have elapsed from the
      Company's receipt of notice of such nonpayment from the Administrative Agent
      or
      any Lender; or

    


    (b)
      Any
      representation or warranty made by any Borrower herein or pursuant to this
      Agreement or any other Loan Document (including without limitation in any
      certificate of such Borrower delivered pursuant hereto) shall prove to have
      been
      incorrect in any material respect when made or deemed made; or

     

    
      
         

      

      
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    (c)
      The
      Company or any other Borrower, as applicable, shall fail to perform any term,
      covenant or agreement contained in the first sentence of Section 2.07(b),
      Section 5.01(a)(iv), 5.01(f) or 5.02 on its part to be performed or observed;
      or


    


    (d)
      Any
      Borrower shall fail to perform any term, covenant or agreement contained in
      this
      Agreement (except those described in clauses (a) and (c) above) and such failure
      shall continue for 30 days; or

    


    (e)
      A
      court having jurisdiction in the premises shall enter a decree or order for
      relief in respect of any Borrower or any Principal Subsidiary in an involuntary
      case under any applicable bankruptcy, insolvency or other similar law now or
      hereafter in effect, or appointing a receiver, liquidator, assignee, custodian,
      trustee, sequestrator or other similar official of such Borrower or such
      Principal Subsidiary or for any substantial part of its property, or ordering
      the winding up or liquidation of its affairs and such decree or order shall
      remain unstayed and in effect for a period of 60 consecutive days; or


    


    (f)
      Any
      Borrower or any Principal Subsidiary shall commence a voluntary case under
      any
      applicable bankruptcy, insolvency or other similar law now or hereafter in
      effect, or shall consent to the entry of any order for relief in an involuntary
      case under any such law, or shall consent to the appointment of or taking
      possession by a receiver, liquidator, assignee, trustee, sequestrator or other
      similar official of such Borrower or such Principal Subsidiary or for any
      substantial part of its property, or shall make any general assignment for
      the
      benefit of creditors, or shall fail generally to pay its debts as they become
      due, or shall take any corporate action in furtherance of any of the foregoing;
      or

    


    (g)
      (A)
      Any Borrower or any Principal Subsidiary shall fail to make any payment in
      respect of Indebtedness when due (whether by scheduled maturity, required
      prepayment, acceleration or otherwise) if the aggregate amount of such payment
      is $25,000,000 or more, or (B) any breach, default or event of default shall
      occur and be continuing (and applicable grace and notice periods shall have
      expired) under any agreement or indenture relating to any Indebtedness of such
      Borrower or such Principal Subsidiary in an aggregate amount of $25,000,000
      or
      more, and, except in the case of financial covenant defaults, the maturity
      of
      any such Indebtedness has been accelerated in accordance with the terms thereof;
      or 

    


    (h)
      (A)
      Any Termination Event shall occur, or (B) any Plan shall incur an "accumulated
      funding deficiency" (as defined in Section 412 of the Code or Section 302 of
      ERISA), whether or not waived, or (C) the Company or any member of its ERISA
      Controlled Group shall fail to pay when due an amount which it shall have become
      liable to pay to the PBGC, any Plan or a trust established under Title IV of
      ERISA, or (D) a condition shall exist by reason of which the PBGC would be
      entitled to obtain a decree adjudicating that an ERISA Plan must be terminated
      or have a trustee appointed to administer any ERISA Plan, or (E) the Company
      or
      a member of its ERISA Controlled Group suffers a partial or complete withdrawal
      from a Multiemployer Plan or is in "default" (as defined in Section 4219(c)(5)
      of ERISA) with respect to payments to a Multiemployer Plan, or (F) a proceeding
      shall be instituted against the Company or any member of its ERISA Controlled
      Group to enforce Section 515 of ERISA, or (G) any other event or condition
      shall
      occur or exist with respect to any Plan, if such events, transactions or
      conditions set forth in clauses (A) through (G) above could singly or in the
      aggregate be reasonably expected to have a Material Adverse Effect;
      or

     

    
      
         

      

      
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    (i)
      If
      there shall remain in force, undischarged, unsatisfied and unstayed, for more
      than 30 days, whether or not consecutive, any final judgment against the any
      Borrower or any Principal Subsidiary which, when added to any other outstanding
      final judgments which remain undischarged, unsatisfied and unstayed for more
      than 30 days against such Borrower or any such Principal Subsidiary, exceeds
      $25,000,000;

    


    then,
      and
      in any such event, the Administrative Agent (i) shall at the request, or may
      with the consent, of the Required Lenders, by notice to the Company, declare
      the
      obligation of each Lender to make Advances to be terminated, whereupon the
      same
      shall forthwith terminate, and (ii) shall at the request, or may with the
      consent, of the Required Lenders, by notice to the Company, declare all
      Advances, the Notes, all interest thereon and all other amounts payable under
      this Agreement to be forthwith due and payable, whereupon all Advances, the
      Notes, all such interest and all such amounts shall become and be forthwith
      due
      and payable, without presentment, demand, protest or further notice of any
      kind,
      all of which are hereby expressly waived by each Borrower; provided,
      however,
      that in
      the case of any of the Events of Default specified in clauses (e) or (f) above
      with respect to any Borrower, (A) the obligation of each Lender to make Advances
      shall automatically be terminated and (B) the Advances, the Notes, all such
      interest and all such amounts shall automatically become and be due and payable,
      without presentment, demand, protest or any notice of any kind, all of which
      are
      hereby expressly waived by each Borrower.

     

    ARTICLE
      VII

     

    THE
      ADMINISTRATIVE AGENT

    


    SECTION
      7.01. Appointment
      and Authority.
      Each
      Lender hereby irrevocably appoints Citibank to act on its behalf as the
      Administrative Agent hereunder and under the other Loan Documents and authorizes
      the Administrative Agent to take such actions on its behalf and to exercise
      such
      powers as are delegated to the Administrative Agent by the terms hereof or
      thereof, together with such actions and powers as are reasonably incidental
      thereto. The provisions of this Article (other than the provisions of Section
      7.07) are solely for the benefit of the Administrative Agent and the Lenders,
      and neither the Company nor any other Borrower shall have rights as a third
      party beneficiary of any of such provisions.

    


    SECTION
      7.02. Administrative
      Agent Individually. (a)
      The
      Person serving as the Administrative Agent hereunder shall have the same rights
      and powers in its capacity as a Lender as any other Lender and may exercise
      the
      same as though it were not the Administrative Agent and the term "Lender" or
      "Lenders" shall, unless otherwise expressly indicated or unless the context
      otherwise requires, include the Person serving as the Administrative Agent
      hereunder in its individual capacity. Such Person and its Affiliates may accept
      deposits from, lend money to, act as the financial advisor or in any other
      advisory capacity for and generally engage in any kind of business with the
      Company or any Subsidiary or other Affiliate thereof as if such Person were
      not
      the Administrative Agent hereunder and without any duty to account therefor
      to
      the Lenders.

     

    
      
         

      

      
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    (b) Each
      Lender understands that the Person serving as Administrative Agent, acting
      in
      its individual capacity, and its Affiliates (collectively, the "Agent’s
      Group")
      are
      engaged in a wide range of financial services and businesses (including
      investment management, financing, securities trading, corporate and investment
      banking and research) (such services and businesses are collectively referred
      to
      in this Section 7.02 as "Activities")
      and
      may engage in the Activities with or on behalf of one or more of the Borrowers
      or their respective Affiliates. Furthermore, the Agent’s Group may, in
      undertaking the Activities, engage in trading in financial products or undertake
      other investment businesses for its own account or on behalf of others
      (including the Borrowers and their Affiliates and including holding, for its
      own
      account or on behalf of others, equity, debt and similar positions in the
      Company, another Borrower or their respective Affiliates), including trading
      in
      or holding long, short or derivative positions in securities, loans or other
      financial products of one or more of the Borrowers or their Affiliates. Each
      Lender understands and agrees that in engaging in the Activities, the Agent’s
      Group may receive or otherwise obtain information concerning the Borrowers
      or
      their Affiliates (including information concerning the ability of the Borrowers
      to perform their respective Obligations hereunder and under the other Loan
      Documents) which information may not be available to any of the Lenders that
      are
      not members of the Agent’s Group. None of the Administrative Agent or any member
      of the Agent’s Group shall have any duty to disclose to any Lender or use on
      behalf of the Lenders, and shall not be liable for the failure to so disclose
      or
      use, any information whatsoever about or derived from the Activities or
      otherwise (including any information concerning the business, prospects,
      operations, property, financial and other condition or creditworthiness of
      any
      Borrower or any Affiliate of any Borrower) or to account for any revenue or
      profits obtained in connection with the Activities, except that the
      Administrative Agent shall deliver or otherwise make available to each Lender
      such documents as are expressly required by any Loan Document to be transmitted
      by the Administrative Agent to the Lenders.

    


    (c)
       Each
      Lender further understands that there may be situations where members of the
      Agent’s Group or their respective customers (including the Borrowers and their
      Affiliates) either now have or may in the future have interests or take actions
      that may conflict with the interests of any one or more of the Lenders
      (including the interests of the Lenders hereunder and under the other Loan
      Documents). Each Lender agrees that no member of the Agent’s Group is or shall
      be required to restrict its activities as a result of the Person serving as
      Administrative Agent being a member of the Agent’s Group, and that each member
      of the Agent’s Group may undertake any Activities without further consultation
      with or notification to any Lender. None of (i) this Agreement or any other
      Loan
      Document, (ii) the receipt by the Agent’s Group of information (including
      Information) concerning the Borrowers or their Affiliates (including information
      concerning the ability of the Borrowers to perform their respective Obligations
      hereunder and under the other Loan Documents) or (iii) any other matter shall
      give rise to any fiduciary, equitable or contractual duties (including without
      limitation any duty of trust or confidence) owing by the Administrative Agent
      or
      any member of the Agent’s Group to any Lender including any such duty that would
      prevent or restrict the Agent’s Group from acting on behalf of customers
      (including the Borrowers or their Affiliates) or for its own account.


     

    
      
         

      

      
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    SECTION
      7.03. Duties
      of Administrative Agent; Exculpatory Provisions.
      (a)
      The
      Administrative Agent's duties hereunder and under the other Loan Documents
      are
      solely ministerial and administrative in nature and the Administrative Agent
      shall not have any duties or obligations except those expressly set forth herein
      and in the other Loan Documents. Without limiting the generality of the
      foregoing, the Administrative Agent shall not have any duty to take any
      discretionary action or exercise any discretionary powers, but shall be required
      to act or refrain from acting (and shall be fully protected in so acting or
      refraining from acting) upon the written direction of the Required Lenders
      (or
      such other number or percentage of the Lenders as shall be expressly provided
      for herein or in the other Loan Documents), provided
      that the
      Administrative Agent shall not be required to take any action that, in its
      opinion or the opinion of its counsel, may expose the Administrative Agent
      or
      any of its Affiliates to liability or that is contrary to any Loan Document
      or
      applicable law. 

    


    (b) The
      Administrative Agent shall not be liable for any action taken or not taken
      by it
      (i) with the consent or at the request of the Required Lenders (or such
      other number or percentage of the Lenders as shall be necessary, or as the
      Administrative Agent shall believe in good faith shall be necessary, under
      the
      circumstances as provided in Sections 8.01 or 8.03) or (ii) in the
      absence of its own gross negligence or willful misconduct. The Administrative
      Agent shall be deemed not to have knowledge of any Default or Event of Default
      or the event or events that give or may give rise to any Default or Event of
      Default unless and until the Company or any Lender shall have given notice
      to
      the Administrative Agent describing such Default or Event of Default and such
      event or events. 

    


    (c) Neither
      the Administrative Agent nor any member of the Agent’s Group shall be
      responsible for or have any duty to ascertain or inquire into (i) any
      statement, warranty, representation or other information made or supplied in
      or
      in connection with this Agreement, any other Loan Document or the Information
      Memorandum, (ii) the contents of any certificate, report or other document
      delivered hereunder or thereunder or in connection herewith or therewith or
      the
      adequacy, accuracy and/or completeness of the information contained therein,
      (iii) the performance or observance of any of the covenants, agreements or
      other terms or conditions set forth herein or therein or the occurrence of
      any
      Default or Event of Default, (iv) the validity, enforceability,
      effectiveness or genuineness of this Agreement or any other Loan Document or
      (v) the satisfaction of any condition set forth in Article 3 or elsewhere
      herein, other than (but subject to the foregoing clause (ii)) to confirm receipt
      of items expressly required to be delivered to the Administrative Agent.


    


    (d) Nothing
      in this Agreement or any other Loan Document shall require the Administrative
      Agent or any of its Related Parties to carry out any "know your customer" or
      other checks in relation to any Person on behalf of any Lender and each Lender
      confirms to the Administrative Agent that it is solely responsible for any
      such
      checks it is required to carry out and that it may not rely on any statement
      in
      relation to such checks made by the Administrative Agent or any of its Related
      Parties. 

    


    SECTION
      7.04. Reliance
      by Administrative Agent.
      The
      Administrative Agent shall be entitled to rely upon, and shall not incur any
      liability for relying upon, any notice, request, certificate, consent,
      statement, instrument, document or other writing (including any electronic
      message, Internet or intranet website posting or other distribution) believed
      by
      it to be genuine and to have been signed, sent or otherwise authenticated by
      the
      proper Person. The Administrative Agent also may rely upon any statement made
      to
      it orally or by telephone and believed by it to have been made by the proper
      Person, and shall not incur any liability for relying thereon. In determining
      compliance with any condition hereunder to the making of a Borrowing that by
      its
      terms must be fulfilled to the satisfaction of a Lender, the Administrative
      Agent may presume that such condition is satisfactory to such Lender unless
      an
      officer of the Administrative Agent responsible for the transactions
      contemplated hereby shall have received notice to the contrary from such Lender
      prior to the making of such Loan, and such Lender shall not have made available
      to the Administrative Agent such Lender’s ratable portion of such Borrowing. The
      Administrative Agent may consult with legal counsel (who may be counsel for
      the
      Company or any other Borrower), independent accountants and other experts
      selected by it, and shall not be liable for any action taken or not taken by
      it
      in accordance with the advice of any such counsel, accountants or
      experts.

     

    
      
         

      

      
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    SECTION
      7.05. Indemnification.
      The
      Lenders agree to indemnify the Administrative Agent (to the extent not
      reimbursed by the Company), ratably according to the respective principal
      amounts of their Commitments, as then or most recently in effect, from and
      against any and all liabilities, obligations, losses, damages, penalties,
      actions, judgments, suits, costs, expenses or disbursements of any kind or
      nature whatsoever that may be imposed on, incurred by, or asserted against
      the
      Administrative Agent in any way relating to or arising out of this Agreement
      and
      the Notes, or any action taken or omitted by the Administrative Agent under
      this
      Agreement and the Notes, provided
      that no
      Lender shall be liable for any portion of such liabilities, obligations, losses,
      damages, penalties, actions, judgments, suits, costs, expenses or disbursements
      that are found in a final, non-appealable judgment by a court of competent
      jurisdiction to have resulted from the Administrative Agent's gross negligence
      or willful misconduct. Without limitation of the foregoing, each Lender agrees
      to reimburse the Administrative Agent promptly upon demand for its ratable
      share
      of any out-of-pocket expenses (including counsel fees) incurred by the
      Administrative Agent in connection with the preparation, execution, delivery,
      administration, modification, amendment or enforcement (whether through
      negotiations, legal proceedings or otherwise) of, or legal advice in respect
      of
      rights or responsibilities under, this Agreement, to the extent that the
      Administrative Agent is not reimbursed for such expenses by the
      Company.

    


    SECTION
      7.06. Delegation
      of Duties.
      The
      Administrative Agent may perform any and all of its duties and exercise its
      rights and powers hereunder or under any other Loan Document by or through
      any
      one or more sub-agents appointed by the Administrative Agent. The Administrative
      Agent and any such sub-agent may perform any and all of its duties and exercise
      its rights and powers by or through their respective Related Parties. Each
      such
      sub-agent and the Related Parties of the Administrative Agent and each such
      sub-agent shall be entitled to the benefits of all provisions of this Article
      7
      and Section 8.04 (as
      though such sub-agents were the "Administrative Agent" under the Loan Documents)
      as if set forth in full herein with respect thereto.

    


    SECTION
      7.07. Resignation
      of Administrative Agent.
      The
      Administrative Agent may at any time give notice of its resignation to the
      Lenders and the Company. Upon receipt of any such notice of resignation, the
      Required Lenders shall have the right, in consultation with the Company, to
      appoint a successor, which shall be a bank with an office in New York, or an
      Affiliate of any such bank with an office in New York, and which successor
      shall
      be reasonably acceptable to the Company. If no such successor shall have been
      so
      appointed by the Required Lenders and shall have accepted such appointment
      within 30 days after the retiring Administrative Agent gives notice of its
      resignation (such 30-day period, the "Lender
      Appointment Period"),
      then
      the retiring Administrative Agent may, on behalf of the Lenders, appoint a
      successor Administrative Agent meeting the qualifications set forth above.
      In
      addition and without any obligation on the part of the retiring Administrative
      Agent to appoint, on behalf of the Lenders, a successor Administrative Agent,
      the retiring Administrative Agent may at any time upon or after the end of
      the
      Lender Appointment Period notify the Company and the Lenders that no qualifying
      Person has accepted appointment as successor Administrative Agent and the
      effective date of such retiring Administrative Agent’s resignation. Upon the
      resignation effective date established in such notice and regardless of whether
      a successor Administrative Agent has been appointed and accepted such
      appointment, the retiring Administrative Agent’s resignation shall nonetheless
      become effective and (i) the retiring Administrative Agent shall be
      discharged from its duties and obligations as Administrative Agent hereunder
      and
      under the other Loan Documents and (ii) all payments, communications and
      determinations provided to be made by, to or through the Administrative Agent
      shall instead be made by or to each Lender directly, until such time as the
      Required Lenders appoint a successor Administrative Agent as provided for above
      in this paragraph. Upon the acceptance of a successor’s appointment as
      Administrative Agent hereunder, such successor shall succeed to and become
      vested with all of the rights, powers, privileges and duties as Administrative
      Agent of the retiring (or retired) Administrative Agent, and the retiring
      Administrative Agent shall be discharged from all of its duties and obligations
      as Administrative Agent hereunder or under the other Loan Documents (if not
      already discharged therefrom as provided above in this paragraph). The fees
      payable by the Company to a successor Administrative Agent shall be the same
      as
      those payable to its predecessor unless otherwise agreed between the Company
      and
      such successor. After the retiring Administrative Agent’s resignation hereunder
      and under the other Loan Documents, the provisions of this Article and Section
      8.04 shall
      continue in effect for the benefit of such retiring Administrative Agent, its
      sub-agents and their respective Related Parties in respect of any actions taken
      or omitted to be taken by any of them while the retiring Administrative Agent
      was acting as Administrative Agent. 

     

    
      
         

      

      
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    SECTION
      7.08. Non-Reliance
      on Administrative Agent and Other Parties.
      (a)
      Each
      Lender confirms to the Administrative Agent, each other Lender and each of
      their
      respective Related Parties that it (i) possesses (individually or through its
      Related Parties) such knowledge and experience in financial and business matters
      that it is capable, without reliance on the Administrative Agent, any other
      Lender or any of their respective Related Parties, of evaluating the merits
      and
      risks (including tax, legal, regulatory, credit, accounting and other financial
      matters) of (x) entering into this Agreement, (y) making Loans and other
      extensions of credit hereunder and under the other Loan Documents and (z) taking
      or not taking actions hereunder and thereunder, (ii) is financially able to
      bear
      such risks and (iii) has determined that entering into this Agreement and making
      Loans and other extensions of credit hereunder and under the other Loan
      Documents is suitable and appropriate for it.

    


    (b) Each
      Lender acknowledges that (i) it is solely responsible for making its own
      independent appraisal and investigation of all risks arising under or in
      connection with this Agreement and the other Loan Documents, (ii) it has,
      independently and without reliance upon the Administrative Agent, any other
      Lender or any of their respective Related Parties, made its own appraisal and
      investigation of all risks associated with, and its own credit analysis and
      decision to enter into, this Agreement based on such documents and information,
      as it has deemed appropriate and (iii) it will, independently and without
      reliance upon the Administrative Agent, any other Lender or any of their
      respective Related Parties, continue to be solely responsible for making its
      own
      appraisal and investigation of all risks arising under or in connection with,
      and its own credit analysis and decision to take or not take action under,
      this
      Agreement and the other Loan Documents based on such documents and information
      as it shall from time to time deem appropriate, which may include, in each
      case:

    


    (i) the
      financial condition, status and capitalization of the Company and each other
      Borrower;

    


    (ii) the
      legality, validity, effectiveness, adequacy or enforceability of this Agreement
      and each other Loan Document and any other agreement, arrangement or document
      entered into, made or executed in anticipation of, under or in connection with
      any Loan Document;

    


    (iii) determining
      compliance or non-compliance with any condition hereunder to the making of
      a
      Loan and the form and substance of all evidence delivered in connection with
      establishing the satisfaction of each such condition; and

    


    (iv) the
      adequacy, accuracy and/or completeness of the Information Memorandum and any
      other information delivered by the Administrative Agent, any other Lender or
      by
      any of their respective Related Parties under or in connection with this
      Agreement or any other Loan Document, the transactions contemplated hereby
      and
      thereby or any other agreement, arrangement or document entered into, made
      or
      executed in anticipation of, under or in connection with any Loan Document.
      

    


    SECTION
      7.09. No
      Other Duties, Etc. Anything
      herein to the contrary notwithstanding, none of the Persons acting as
      Bookrunners, Lead Arrangers or Syndication Agent listed on the cover page hereof
      shall have any powers, duties or responsibilities under this Agreement or any
      of
      the other Loan Documents, except in its capacity, as applicable, as the
      Administrative Agent or as a Lender hereunder.

     

    ARTICLE
      VIII

     

    MISCELLANEOUS

    


    SECTION
      8.01.  Amendments,
      Etc.
      No
      amendment or waiver of any provision of this Agreement or any other Loan
      Document, nor consent to any departure by any Borrower therefrom, shall in
      any
      event be effective unless the same shall be in writing and signed by the Company
      and the relevant Designated Borrower, if applicable, and the Required Lenders,
      or in the case of Section 2.13 and any Uncommitted Note, the Company and the
      Lender to which such Note is payable, and then such waiver or consent shall
      be
      effective only in the specific instance and for the specific purpose for which
      given; provided
      that the
      written consent of the Company and all the Lenders shall be required in order
      to
      amend or waive any provision of the Agreement or the Notes other than Section
      2.13 which would have the effect of (a) a reduction in principal, interest
      or
      fees payable to the Lenders under this Agreement or the Committed Notes, (b)
      the
      postponement of any date fixed for the payment of any principal, interest or
      fees under this Agreement or the Committed Notes (excluding any such
      postponement pursuant to Section 2.01(d)), (c) an increase in the
      Commitments (excluding any such increases pursuant to Section 2.01(c)), (d)
      amending or waiving compliance with the last sentence of Section 2.01(a),
      Section 2.08, Section 8.05 or this Section 8.01, (e) amending the definition
      of
      Required Lenders or (f) any release or modification of the Company’s
      guarantee under Article IX; and provided,
      further,
      that no
      amendment, waiver or consent shall, unless in writing and signed by the
      Administrative Agent in addition to the Lenders required above to take such
      action, affect the rights or duties of the Administrative Agent under this
      Agreement, and provided,
      further,
      that
      the Commitment of any Lender shall not be extended without the prior written
      consent of such Lender. 

     

    
      
         

      

      
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    SECTION
      8.02. Notices,
      Communications and Treatment of Information.
      (a)
      Notices.
      (i) All
      notices, demands, requests, consents and other communications provided for
      in
      this Agreement shall be given in writing, or by any telecommunication device
      capable of creating a written record (including electronic mail), and addressed
      to the party to be notified as follows:

     

    
      	
            	(1)	
              if
                to the Company or any other Borrower,


            


    

    


    Stanley
      Works

    1000
      Stanley Drive

    New
      Britain, Connecticut 06053

    Attention
      of:

    Telecopier
      No.:

    E-Mail
      Address:

    


    
      	
            	(2)	
              if
                to the Administrative Agent

            


    

    


    Citibank,
      N.A. 

    388
      Greenwich Street

    New
      York,
      NY 10013

    Attention
      of:

    Telecopier
      No.:

    E-Mail
      Address:

    


    (3)    if
      to any
      Lender, to it at its address (or telecopier number) set forth in its
      Administrative Questionnaire 

    


    or
      at
      such other address as shall be notified in writing (x) in the case of the
      Company and the Administrative Agent, to the other parties and (y) in the
      case of all other parties, to the Company and the Administrative Agent.


     

    (ii) All
      notices, demands, requests, consents and other communications described in
      clause (i) shall be effective (1) if delivered by hand, including any
      overnight courier service, upon personal delivery, (2) if delivered by
      mail, when deposited in the mails, (3) if delivered by posting to an
      Approved Electronic Platform, an Internet website or a similar telecommunication
      device requiring that a user have prior access to such Approved Electronic
      Platform, website or other device (to the extent permitted by Section
      8.02(b) to
      be
      delivered thereunder), when such notice, demand, request, consent and other
      communication shall have been made generally available on such Approved
      Electronic Platform, Internet website or similar device to the class of Person
      being notified (regardless of whether any such Person must accomplish, and
      whether or not any such Person shall have accomplished, any action prior to
      obtaining access to such items, including registration, disclosure of contact
      information, compliance with a standard user agreement or undertaking a duty
      of
      confidentiality) and such Person has been notified in respect of such posting
      that a communication has been posted to the Approved Electronic
      Platform and
      (4) if delivered by electronic mail or any other telecommunications device,
      when transmitted to an electronic mail address (or by another means of
      electronic delivery) as provided in clause (i); provided,
      however, that notices and communications to the Administrative Agent pursuant
      to
      Article 7 shall not be effective until received by the Administrative Agent.
      

     

    
      
         

      

      
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    (iii) Notwithstanding
      clauses (i) and (ii) (unless the Administrative Agent requests that the
      provisions of clause (i) and (ii) be followed) and any other provision in
      this Agreement or any other Loan Document providing for the delivery of any
      Approved Electronic Communication by any other means, the Borrowers shall
      deliver all Approved Electronic Communications to the Administrative Agent
      by
      properly transmitting such Approved Electronic Communications in an
      electronic/soft medium in a format acceptable to the Administrative Agent to
      oploanswebadmin@citigroup.com
      or such
      other electronic mail address (or similar means of electronic delivery) as
      the
      Administrative Agent may notify to the Company. Nothing in this
      clause (iii) shall prejudice the right of the Administrative Agent or any
      Lender to deliver any Approved Electronic Communication to any Borrower in
      any
      manner authorized in this Agreement or to request that the Company effect
      delivery in such manner.

     

    (b)
      Posting
      of Approved Electronic Communications.
      (i)
      Each of the Lenders and each Borrower agrees that the Administrative Agent
      may,
      but shall not be obligated to, make the Approved Electronic Communications
      available to the Lenders by posting such Approved Electronic Communications
      on
      IntraLinksTM or a substantially similar electronic platform chosen by the
      Administrative Agent to be its electronic transmission system
      (the
      "Approved
      Electronic Platform").

     

    (ii) Although
      the Approved Electronic Platform and its primary web portal are secured with
      generally-applicable security procedures and policies implemented or modified
      by
      the Administrative Agent from time to time (including, as of the Closing Date,
      a
      dual firewall and a User ID/Password Authorization System) and the Approved
      Electronic Platform is secured through a single-user-per-deal authorization
      method whereby each user may access the Approved Electronic Platform only on
      a
      deal-by-deal basis, each of the Lenders and each Borrower acknowledges and
      agrees that the distribution of material through an electronic medium is not
      necessarily secure and that there are confidentiality and other risks associated
      with such distribution. In consideration for the convenience and other benefits
      afforded by such distribution and for the other consideration provided
      hereunder, the receipt and sufficiency of which is hereby acknowledged, each
      of
      the Lenders and each Borrower hereby approves distribution of the Approved
      Electronic Communications through the Approved Electronic Platform and
      understands and assumes the risks of such distribution. 

     

    (iii) THE
      APPROVED ELECTRONIC PLATFORM AND THE APPROVED ELECTRONIC COMMUNICATIONS ARE
      PROVIDED "AS IS" AND "AS AVAILABLE". NONE OF THE ADMINISTRATIVE AGENT OR ANY
      OTHER MEMBER OF THE AGENT’S GROUP WARRANTS THE ACCURACY, ADEQUACY OR
      COMPLETENESS OF THE APPROVED ELECTRONIC COMMUNICATIONS OR THE APPROVED
      ELECTRONIC PLATFORM AND EACH EXPRESSLY DISCLAIMS ANY LIABILITY FOR ERRORS OR
      OMISSIONS IN THE APPROVED ELECTRONIC COMMUNICATIONS OR THE APPROVED ELECTRONIC
      PLATFORM EXCEPT FOR ERRORS OR OMISSIONS CAUSED BY THE GROSS NEGLIGENCE OR
      WILLFUL MISCONDUCT OF THE ADMINISTRATIVE AGENT OR ANY OTHER MEMBER OF THE
      AGENT’S GROUP. NO WARRANTY OF ANY KIND, EXPRESS, IMPLIED OR STATUTORY,
      INCLUDING, WITHOUT LIMITATION, ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR
      A
      PARTICULAR PURPOSE, NON-INFRINGEMENT OF THIRD PARTY RIGHTS OR FREEDOM FROM
      VIRUSES OR OTHER CODE DEFECTS, IS MADE BY THE AGENT PARTIES IN CONNECTION WITH
      THE APPROVED ELECTRONIC COMMUNICATIONS OR THE APPROVED ELECTRONIC
      PLATFORM. 

     

    
      
         

      

      
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    (iv) Each
      of
      the Lenders and each Borrower agrees that the Administrative Agent may, but
      (except as may be required by applicable law) shall not be obligated to, store
      the Approved Electronic Communications on the Approved Electronic Platform
      in
      accordance with the Administrative Agent’s generally-applicable document
      retention procedures and policies.

    


    (c)
      Confidentiality.
      Each of
      the Administrative Agent and the Lenders agree to maintain the confidentiality
      of the Information (as defined below), except that Information may be disclosed
      (a) to its Affiliates and to its and its Affiliates’ respective managers,
      administrators, trustees, partners, directors, officers, employees, agents,
      advisors and other representatives (it being understood that the Persons to
      whom
      such disclosure is made will be informed of the confidential nature of such
      Information and instructed to keep such Information confidential), (b) to
      the extent requested by any regulatory authority purporting to have jurisdiction
      over it or its Affiliates (including any self-regulatory authority, such as
      the
      National Association of Insurance Commissioners), (c) to the extent
      required by applicable laws or regulations or by any subpoena or similar legal
      process, (d) to any other party hereto, (e) in connection with the
      exercise of any remedies hereunder or under any other Loan Document or any
      action or proceeding relating to this Agreement or any other Loan Document
      or
      the enforcement of rights hereunder or thereunder, (f) subject to an
      agreement containing provisions substantially the same as those of this Section,
      to (i) any assignee of or Participant in, or any prospective assignee of or
      Participant in, any of its rights or obligations under this Agreement or
      (ii) any actual or prospective party and direct or indirect counterparty
      (or its managers, administrators, trustees, partners, directors, officers,
      employees, agents, advisors and other representatives) to any swap, derivative
      or other transaction under which payments are to be made by reference to the
      Company and its obligations, this Agreement or payments hereunder, (iii) any
      rating agency, or (iv) the CUSIP Service Bureau or any similar organization,
      (g) with the consent of the Company or (h) to the extent such
      Information (x) becomes publicly available other than as a result of a
      breach of this Section or (y) becomes available to the Administrative
      Agent, any Lender or any of their respective Affiliates on a nonconfidential
      basis from a source other than the Company.

    


    For
      purposes of this Section, "Information"
      means
      all information received from the Company or any of its Subsidiaries relating
      to
      the Company or any of its Subsidiaries or any of their respective businesses,
      other than any such information that is available to the Administrative Agent
      or
      any Lender on a nonconfidential basis prior to disclosure by the Company or
      any
      of its Subsidiaries, provided
      that, in
      the case of information received from the Company or any of its Subsidiaries
      after the date hereof, such information is clearly identified at the time of
      delivery as confidential. Any Person required to maintain the confidentiality
      of
      Information as provided in this Section shall be considered to have complied
      with its obligation to do so if such Person has exercised the same degree of
      care to maintain the confidentiality of such Information as such Person would
      accord to its own confidential information.

     

    
      
         

      

      
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    (d)
      Treatment
      of Information.
      (i)
      Certain of the Lenders may enter into this Agreement and take or not take action
      hereunder or under the other Loan Documents on the basis of information that
      does not contain material non-public information with respect to any of the
      Borrowers or their securities ("Restricting
      Information").
      Other
      Lenders may enter into this Agreement and take or not take action hereunder
      or
      under the other Loan Documents on the basis of information that may contain
      Restricting Information. Each Lender acknowledges that United States federal
      and
      state securities laws prohibit any person from purchasing or selling securities
      on the basis of material, non-public information concerning the issuer of such
      securities or, subject to certain limited exceptions, from communicating such
      information to any other Person. Neither the Administrative Agent nor any of
      its
      Related Parties shall, by making any Communications (including Restricting
      Information) available to a Lender, by participating in any conversations or
      other interactions with a Lender or otherwise, make or be deemed to make any
      statement with regard to or otherwise warrant that any such information or
      Communication does or does not contain Restricting Information nor shall the
      Administrative Agent or any of its Related Parties be responsible or liable
      in
      any way for any decision a Lender may make to limit or to not limit its access
      to Restricting Information. In particular, none of the Administrative Agent
      or
      any of its Related Parties (i) shall have, and the Administrative Agent, on
      behalf of itself and each of its Related Parties, hereby disclaims, any duty
      to
      ascertain or inquire as to whether or not a Lender has or has not limited its
      access to Restricting Information, such Lender’s policies or procedures
      regarding the safeguarding of material, nonpublic information or such Lender’s
      compliance with applicable laws related thereto or (ii) shall have, or incur,
      any liability to any Borrower or Lender or any of their respective Related
      Parties arising out of or relating to the Administrative Agent or any of its
      Related Parties providing or not providing Restricting Information to any
      Lender.

    


    (ii) Each
      Borrower agrees that (i) all Communications it provides to the Administrative
      Agent intended for delivery to the Lenders whether by posting to the Approved
      Electronic Platform or otherwise shall be clearly and conspicuously marked
      "PUBLIC" if such Communications do not contain Restricting Information which,
      at
      a minimum, shall mean that the word "PUBLIC" shall appear prominently on the
      first page thereof, (ii) by marking Communications "PUBLIC," each Borrower
      shall
      be deemed to have authorized the Administrative Agent and the Lenders to treat
      such Communications as either publicly available information or not material
      information (although, in this latter case, such Communications may contain
      sensitive business information and, therefore, remain subject to the
      confidentiality undertakings of Section 8.02(c)) with respect to such Borrower
      or its securities for purposes of United States Federal and state securities
      laws, (iii) all Communications marked "PUBLIC" may be delivered to all Lenders
      and may be made available through a portion of the Approved Electronic Platform
      designated "Public Side Information," and (iv) the Administrative Agent shall
      be
      entitled to treat any Communications that are not marked "PUBLIC" as Restricting
      Information and may post such Communications to a portion of the Approved
      Electronic Platform not designated "Public Side Information." Neither the
      Administrative Agent nor any of its Affiliates shall be responsible for any
      statement or other designation by a Borrower regarding whether a Communication
      contains or does not contain material non-public information with respect to
      any
      of the Borrowers or their securities nor shall the Administrative Agent or
      any
      of its Affiliates incur any liability to any Borrower, any Lender or any other
      Person for any action taken by the Administrative Agent or any of its Affiliates
      based upon such statement or designation, including any action as a result
      of
      which Restricting Information is provided to a Lender that may decide not to
      take access to Restricting Information. Nothing in this clause (ii) shall modify
      or limit a Lender’s obligations under Section 8.02(b) with regard to
      Communications and the maintenance of the confidentiality of or other treatment
      of Information.

     

    
      
         

      

      
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    (iii) Each
      Lender acknowledges that circumstances may arise that require it to refer to
      Communications that might contain Restricting Information. Accordingly, each
      Lender agrees that it will nominate at least one designee to receive
      Communications (including Restricting Information) on its behalf and identify
      such designee (including such designee’s contact information) on such Lender’s
      Administrative Questionnaire. Each Lender agrees to notify the Administrative
      Agent from time to time of such Lender’s designee’s e-mail address to which
      notice of the availability of Restricting Information may be sent by electronic
      transmission. 

     

    (iv) 
      Each
      Lender acknowledges that Communications delivered hereunder and under the other
      Loan Documents may contain Restricting Information and that such Communications
      are available to all Lenders generally. Each Lender that elects not to take
      access to Restricting Information does so voluntarily and, by such election,
      acknowledges and agrees that the Administrative Agent and other Lenders may
      have
      access to Restricting Information that is not available to such electing Lender.
      None of the Administrative Agent or any Lender with access to Restricting
      Information shall have any duty to disclose such Restricting Information to
      such
      electing Lender or to use such Restricting Information on behalf of such
      electing Lender, and shall not be liable for the failure to so disclose or
      use,
      such Restricting Information.

    


    (v) The
      provisions of the foregoing clauses of this subsection (d) are designed to
      assist the Administrative Agent, the Lenders and the Borrowers, in complying
      with their respective contractual obligations and applicable law in
      circumstances where certain Lenders express a desire not to receive Restricting
      Information notwithstanding that certain Communications hereunder or under
      the
      other Loan Documents or other information provided to the Lenders hereunder
      or
      thereunder may contain Restricting Information. Neither the Administrative
      Agent
      nor any of its Related Parties warrants or makes any other statement with
      respect to the adequacy of such provisions to achieve such purpose nor does
      the
      Administrative Agent or any of its Related Parties warrant or make any other
      statement to the effect that any Borrower's or Lender’s adherence to such
      provisions will be sufficient to ensure compliance by such Borrower or Lender
      with its contractual obligations or its duties under applicable law in respect
      of Restricting Information and each of the Lenders and each Borrower assumes
      the
      risks associated therewith.

    


    SECTION
      8.03. No
      Waiver; Remedies.
      No
      failure on the part of any Lender or the Administrative Agent to exercise,
      and
      no delay in exercising, any right hereunder or under any Note shall operate
      as a
      waiver thereof; nor shall any single or partial exercise of any such right
      preclude any other or further exercise thereof or the exercise of any other
      right. The remedies herein provided are cumulative and not exclusive of any
      remedies provided by law. 

     

    
      
         

      

      
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    SECTION
      8.04. Costs
      and Expenses; Breakage Indemnification.
      (a)
      The
      Company agrees to pay on demand all reasonable costs and expenses, if any
      (including, without limitation, reasonable counsel fees and expenses), of
      (i) the Administrative Agent in connection with the negotiation,
      syndication, execution and delivery of this Agreement, the other Loan Documents
      and the other documents delivered hereunder and (ii) the Administrative
      Agent and each Lender in connection with enforcement (whether through
      negotiations, legal proceedings or otherwise) of this Agreement, the Notes
      and
      the other documents to be delivered hereunder, including, without limitation,
      reasonable counsel fees and expenses in connection with the enforcement of
      rights under this Section 8.04(a).

    


    (b)
      If
      any payment, prepayment or conversion of any Eurocurrency Rate Advance or a
      Fixed Rate Advance is made by the Company or a Designated Borrower, as
      applicable, to or for the account of a Lender other than on the last day of
      the
      Interest Period for such Advance, as a result of acceleration of the maturity
      of
      the Advances and the Notes pursuant to Section 6.01 or for any other reason
      other than in connection with Section 2.02(c), such Borrower shall, upon demand
      by such Lender (with a copy of such demand to the Administrative Agent), pay
      to
      the Administrative Agent for the account of such Lender any amounts required
      to
      compensate such Lender for any additional losses, costs or expenses which it
      may
      reasonably incur as a result of such payment, including, without limitation,
      any
      loss, cost or expense incurred by reason of the liquidation or reemployment
      of
      deposits or other funds acquired by such Lender to fund or maintain such
      Advance.

    


    (c)
      The
      Company agrees to indemnify and hold harmless the Administrative Agent and
      each
      Lender and each of their affiliates and their officers, directors, employees,
      agents and advisors (each, an "Indemnified
      Party")
      from
      and against any and all claims, damages, losses, liabilities and expenses
      (including, without limitation, reasonable fees and expenses of counsel) that
      may be incurred by or asserted or awarded against any Indemnified Party, in
      each
      case arising out of or in connection with or by reason of, or in connection
      with
      the preparation for a defense of, any investigation, litigation or proceeding
      arising out of, related to or in connection with the actual or proposed use
      of
      the proceeds of the Advances, including in connection with any acquisition
      or
      proposed acquisition by the Company or any Subsidiary of the Company of another
      Person or one or more businesses of another Person (whether by means of a stock
      purchase, asset acquisition or otherwise), whether or not such investigation,
      litigation or proceeding is brought by the Company, its directors, shareholders
      or creditors or an Indemnified Party or any other Person or any Indemnified
      Party is otherwise a party thereto and whether or not the transactions
      contemplated hereby are consummated, except to the extent such claim, damage,
      loss, liability or expense is found in a final, non-appealable judgment by
      a
      court of competent jurisdiction to have resulted from such Indemnified Party's
      gross negligence or willful misconduct. The Company agrees not to assert any
      claim against any Indemnified Party on any theory of liability, for
      consequential, indirect, special or punitive damages arising out of or otherwise
      relating to this Agreement or any of the transactions contemplated hereby or
      the
      actual or proposed use of the proceeds of the Advances.

    


    SECTION
      8.05. Sharing
      of Payments, Etc.
      If
      any
      Lender shall obtain any payment (whether voluntary, involuntary, through the
      exercise of any right of setoff, or otherwise) on account of the Committed
      Advances owing to it (other than pursuant to Section 2.02(d), 2.06, 2.08,
      2.10 or 8.04(b)) in excess of its ratable share of payments on account of the
      Committed Advances obtained by all the Lenders, such Lender shall forthwith
      purchase from the other Lenders such participations in the Committed Advances
      owing to them as shall be necessary to cause such purchasing Lender to share
      the
      excess payment ratably with each of them; provided,
      however,
      that if
      all or any portion of such excess payment is thereafter recovered from such
      purchasing Lender, such purchase from each Lender shall be rescinded and such
      Lender shall repay to the purchasing Lender the purchase price to the extent
      of
      such recovery together with an amount equal to such Lender's ratable share
      (according to the proportion of (i) the amount of such Lender's required
      repayment to (ii) the total amount so recovered from the purchasing Lender)
      of any interest or other amount paid or payable by the purchasing Lender in
      respect of the total amount so recovered. The Company agrees that any Lender
      so
      purchasing a participation from another Lender pursuant to this
      Section 8.05 may, to the fullest extent permitted by law, exercise all its
      rights of payment (including the right of setoff) with respect to such
      participation as fully as if such Lender were the direct creditor of the Company
      in the amount of such participation.

     

    
      
         

      

      
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    SECTION
      8.06. Binding
      Effect.
      This
      Agreement shall be binding upon and inure to the benefit of the Company, each
      Designated Borrower, the Administrative Agent and the Lenders and their
      respective successors and assigns, except that the Company shall not have the
      right to assign its rights or obligations hereunder or under any Note or any
      interest herein or therein (other than as permitted by Section 5.02(b)) without
      the prior written consent of the Lenders.

    


    SECTION
      8.07. Assignments
      and Participations.
      (a)
      Each
      Lender may assign to one or more Persons all or a portion of its rights and
      obligations under this Agreement (including, without limitation, all or a
      portion of its Commitment, and the Committed Advances owing to it and the
      Committed Note or Notes held by it); provided,
      however,
      that
      (i) each such assignment (other than assignment to an affiliate of such
      Lender) shall require the prior written consent of the Company, which consent
      shall not be unreasonably withheld or delayed, and which consent of the Company
      shall not be required if an Event of Default exists, (ii) each such assignment
      shall be of a constant, and not a varying, percentage of all rights and
      obligations under this Agreement (other than any right to make Uncommitted
      Advances, Uncommitted Advances owing to it and Uncommitted Notes),
      (iii) except in the case of an assignment to a Person that, immediately
      prior to such assignment, was a Lender or an assignment of all of a Lender's
      rights and obligations under this Agreement, the amount of the Commitment of
      the
      assigning Lender being assigned pursuant to each such assignment (determined
      as
      of the date of the Assignment and Acceptance with respect to such assignment)
      shall in no event be less than $5,000,000 or an integral multiple of $1,000,000
      in excess thereof, and (iv) the parties to each such assignment shall
      execute and deliver to the Administrative Agent, for its acceptance and
      recording in the Register, an Assignment and Acceptance (which shall include
      the
      agreement of the assignee party to such assignment, for the benefit of the
      Borrowers, to be bound by the terms and provisions of this Agreement to the
      same
      extent as if it were an original party hereto), together with any Committed
      Note
      subject to such assignment and the assignor or assignee shall pay to the
      Administrative Agent a processing and recordation fee of $3,500. Upon such
      execution, delivery, acceptance and recording, from and after the effective
      date
      specified in each Assignment and Acceptance, (x) the assignee thereunder
      shall be a party hereto and, to the extent that rights and obligations hereunder
      have been assigned to it pursuant to such Assignment and Acceptance, have the
      rights and obligations of a Lender hereunder and (y) the Lender assignor
      thereunder shall, to the extent that rights and obligations hereunder have
      been
      assigned by it pursuant to such Assignment and Acceptance, relinquish its rights
      and be released from its obligations under this Agreement (and, in the case
      of
      an Assignment and Acceptance covering all or the remaining portion of an
      assigning Lender's rights and obligations under this Agreement, such Lender
      shall cease to be a party hereto).

    


    (b)
      By
      executing and delivering an Assignment and Acceptance, the Lender assignor
      thereunder and the assignee thereunder confirm to and agree with each other
      and
      the other parties hereto as follows: (i) other than as provided in such
      Assignment and Acceptance, such assigning Lender makes no representation or
      warranty and assumes no responsibility with respect to any statements,
      warranties or representations made in or in connection with this Agreement
      or
      the execution, legality, validity, enforceability, genuineness, sufficiency
      or
      value of this Agreement or any other instrument or document furnished pursuant
      hereto; (ii) such assigning Lender makes no representation or warranty and
      assumes no responsibility with respect to the financial condition of any
      Borrower or the performance or observance by any Borrower of any of its
      obligations under this Agreement or any other instrument or document furnished
      pursuant hereto; (iii) such assignee confirms that it has received a copy
      of this Agreement, together with copies of the financial statements referred
      to
      in Section 4.01 and such other documents and information as it has deemed
      appropriate to make its own credit analysis and decision to enter into such
      Assignment and Acceptance; (iv) such assignee will, independently and
      without reliance upon the Administrative Agent, such assigning Lender or any
      other Lender and based on such documents and information as it shall deem
      appropriate at the time, continue to make its own credit decisions in taking
      or
      not taking action under this Agreement; (v) such assignee appoints and
      authorizes the Administrative Agent to take such action as agent on its behalf
      and to exercise such powers and discretion under this Agreement as are delegated
      to the Administrative Agent by the terms hereof, together with such powers
      and
      discretion as are reasonably incidental thereto; and (vi) such assignee
      agrees that it will perform in accordance with their terms all of the
      obligations that by the terms of this Agreement are required to be performed
      by
      it as a Lender.

     

    
      
         

      

      
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    (c)
      Upon
      its receipt of an Assignment and Acceptance executed by an assigning Lender
      and
      an assignee, together with any Committed Note or Notes subject to such
      assignment, the Administrative Agent shall, if such Assignment and Acceptance
      has been completed and is in substantially the form of Exhibit G hereto,
      (i) accept such Assignment and Acceptance, (ii) record the information
      contained therein in the Register and (iii) give prompt notice thereof to
      the Company. In the case of any Lender that holds a Committed Note, within
      five
      Business Days after its receipt of such notice, the relevant Borrower, at its
      own expense, shall execute and deliver to the Administrative Agent in
      simultaneous exchange for the surrendered Committed Note a new Committed Note
      to
      the order of such assignee in an amount equal to the Commitment assumed by
      it
      pursuant to such Assignment and Acceptance and, if the assigning Lender has
      retained a Commitment hereunder, a new Committed Note to the order of the
      assigning Lender in an amount equal to the Commitment retained by it hereunder.
      Such new Committed Note or Notes shall be in an aggregate principal amount
      equal
      to the aggregate principal amount of such surrendered Committed Note or Notes,
      shall be dated the effective date of such Assignment and Acceptance and shall
      otherwise be in substantially the form of Exhibit H-2. Such Assignment and
      Acceptance shall be deemed to amend this Agreement to the extent, and only
      to
      the extent, necessary to reflect the addition of such Person as a Lender and
      the
      resulting adjustment of the Commitments, if any, arising from such assignment
      of
      Commitments to such Person.

    


    (d)
      The
      Administrative Agent, acting solely for this purpose as an agent of the
      Borrowers, shall maintain at its address referred to in Section 8.02 a copy
      of each Assignment and Acceptance delivered to and accepted by it and a register
      for the recordation of the names and addresses of the Lenders and the Commitment
      of, and principal amount of the Advances owing to, each Lender from time to
      time
      (the "Register").
      The
      entries in the Register shall be conclusive and binding for all purposes, absent
      manifest error, and the Borrowers, the Administrative Agent and the Lenders
      may
      treat each Person whose name is recorded in the Register as a Lender hereunder
      for all purposes of this Agreement. The Register shall be available for
      inspection by the Company or any Lender at any reasonable time and from time
      to
      time upon reasonable prior notice.

    


    (e)
      Each
      Lender may sell participations to one or more banks or other financial
      institutions, or other entities engaged in making, purchasing, holding or
      otherwise investing in bank loans and similar extensions of credit in the
      ordinary course of their business, in all or a portion of its rights and/or
      obligations under this Agreement (including, without limitation, all or a
      portion of its Commitment and the Advances owing to it and the Note or Notes
      held by it); provided
      that (i)
      such Lender's obligations under this Agreement (including, without limitation,
      its Commitment) shall remain unchanged, (ii) such Lender shall remain solely
      responsible to the Borrowers for the performance of such obligations, (iii)
      the
      Borrowers shall continue to deal solely and directly with such Lender in
      connection with such Lender's rights and obligations under this Agreement and
      (iv) such participant's right to consent to any modification, waiver or release
      of any of the provisions of this Agreement shall be limited to the right to
      consent to (A) any reduction in principal, interest or fees payable to such
      Lender under this Agreement, (B) the postponement of any date fixed for the
      payment of any principal, interest or fees under this Agreement and (C) any
      amendments to the foregoing clauses (A) and (B).

    


    SECTION
      8.08. Limitation
      on Assignments and Participations.
      (a)
      Any
      Lender may, in connection with any actual or proposed assignment or
      participation pursuant to Section 8.07, disclose to the actual or proposed
      assignee or participant any information relating to any Borrower furnished
      to
      such Lender by or on behalf of such Borrower; provided
      that the
      actual or proposed assignee or participant shall have agreed prior to any such
      disclosure to preserve the confidentiality of any confidential information
      relating to such Borrower received by it from such Lender or such Borrower.
      

    


    (b)
      Notwithstanding anything in Section 8.07 to the contrary, no Lender shall have
      the right to assign its rights and obligations hereunder or any interest therein
      or to sell participations to one or more banks or other financial institutions
      in all or a portion of its rights hereunder or any interest therein where the
      result of such assignment or participation would be reasonably expected to
      entitle the Lender to claim additional amounts pursuant to Section 2.02(d),
      2.06, 2.08, 2.10, 2.13(f) or 8.04 or would otherwise result in an increase
      in
      the a Borrower's obligations.

    


    (c)
      Anything in this Section 8.08 to the contrary notwithstanding, any Lender may
      assign and pledge all or any portion of its rights to payment of the Advances
      owing to it hereunder to any Federal Reserve Bank (and its transferees) as
      collateral security pursuant to Regulation A of the Board of Governors of the
      Federal Reserve System and any applicable Operating Circular issued by such
      Federal Reserve Bank. No such assignment shall have the effect of releasing
      such
      Lender from its obligations hereunder.

     

    
      
         

      

      
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    SECTION
      8.09. Withholding.
      If
      any
      Lender, or any Person that becomes a party to this Agreement pursuant to Section
      8.07, is not incorporated under the laws of the United States of America or
      a
      state thereof, such Person agrees that, prior to the first date on which any
      payment is due to it hereunder, it will deliver to each of the Company and
      the
      Administrative Agent (i) two duly completed copies of United States Internal
      Revenue Service Form W-8BEN or W-8ECI or successor applicable form, as the
      case
      may be, certifying in each case that such Person is entitled to receive payments
      under this Agreement, without deduction or withholding of any United States
      federal income taxes, and (ii) an Internal Revenue Service Form W-8BEN or
      successor applicable form, as the case may be, to establish an exemption from
      United States backup withholding tax. Each Person which delivers to the Company
      a Form W-8BEN or W-8ECI pursuant to the preceding sentence further undertakes
      to
      deliver to each of the Company and the Administrative Agent two further copies
      of Form W-8BEN or W-8ECI, or successor applicable forms, or other manner of
      certification, as the case may be, on or before the date that any such form
      expires or becomes obsolete or after the occurrence of any event requiring
      a
      change in the most recent form previously delivered by it to the Company and
      the
      Administrative Agent, and such extensions or renewals thereof as may reasonably
      be requested by the Company or the Administrative Agent, certifying in the
      case
      of a Form W-8BEN or W-8ECI that such Person is entitled to receive payments
      under this Agreement without deduction or withholding of any United States
      federal income taxes, unless in any such case an event (including, without
      limitation, any change in treaty, law or regulation) has occurred prior to
      the
      date on which any such delivery would otherwise be required which renders all
      such forms inapplicable or which would prevent such Person from duly completing
      and delivering any such form with respect to it and such Person advises the
      Company and the Administrative Agent that it is not capable of receiving
      payments without any deduction or withholding of United States federal income
      tax, and in the case of a Form W-8BEN, establishing an exemption from United
      States backup withholding tax.

    


    SECTION
      8.10. Mitigation.
      In
      the
      event that any Lender claims any amounts under Sections 2.02(d), 2.06, 2.08,
      2.10 or 8.04(b), it shall use all reasonable efforts (consistent with its
      internal policies and legal and regulatory restrictions) to take actions
      (including, without limitation, changing the jurisdiction of its Applicable
      Lending Office) so as to eliminate such additional amounts; provided
      that
      such Lender shall not be required to take any action if, in its reasonable
      judgment, such action would be materially disadvantageous to it.

    


    SECTION
      8.11. Governing
      Law; Waiver of Jury Trial.
      THIS
      AGREEMENT AND THE NOTES SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH,
      THE LAWS OF THE STATE OF NEW YORK. EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY
      WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT
      OF
      OR RELATING TO THIS AGREEMENT, THE NOTES OR THE TRANSACTIONS CONTEMPLATED
      HEREBY.

    


    SECTION
      8.12. Execution
      in Counterparts.
      This
      Agreement may be executed in any number of counterparts each of which when
      so
      executed shall be deemed to be an original and all of which taken together
      shall
      constitute one and the same agreement. Delivery of an executed counterpart
      of a
      signature page to this Agreement by telecopier shall be effective as delivery
      of
      a manually executed counterpart of this Agreement.

     

    
      
         

      

      
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    SECTION
      8.13. Submission
      to Jurisdiction; Etc.

    


    (a)
      Submission
      to Jurisdiction.  Each
      Borrower hereby submits to the nonexclusive jurisdiction of the United States
      District Court for the Southern District of New York and of any New York State
      court sitting in New York City for purposes of all legal proceedings arising
      out
      of or relating to this Agreement and the Notes. 

    


    (b)  Service
      of Process.
      Each
      Designated Borrower agrees that service of process in any action or proceeding
      may be effected by mailing a copy thereof by registered or certified mail (or
      any substantially similar form of mail), postage prepaid, to CT Corporation
      System (the "Process
      Agent") as
      agent for such Designated Borrower in New York, New York for service of process
      at its address at 111 Eighth Avenue, New York, New York  10011,
      or at such other address of which the Administrative Agent shall have been
      notified in writing by such Designated Borrower; provided
      that, if
      the Process Agent ceases to act as such Designated Borrower's agent for service
      of process, such Designated Borrower will, by an instrument reasonably
      satisfactory to the Administrative Agent, appoint another Person (subject to
      the
      approval of the Administrative Agent) in the Borough of Manhattan, New
      York, New York to act as such Designated Borrower's agent for service of
      process. Each other party hereto irrevocably consents to service of process
      in
      the manner provided for notices in Section 8.02. Nothing in this Agreement
      will affect the right of any party hereto to serve process in any other manner
      permitted by applicable law

    


    (c)  Waiver
      of Venue.
      Each
      Borrower irrevocably waives, to the fullest extent permitted by law, any
      objection which it may now or hereafter have to the laying of the venue of
      any
      such proceeding brought in such a court and a claim that such proceeding brought
      in such a court has been brought in an inconvenient forum.

    


    SECTION
      8.14. Judgment
      Currency.This
      is
      an international loan transaction in which the specification of Dollars or
      an
      Alternate Currency, as the case may be (the "Specified
      Currency"),
      and
      any payment in New York City or the country of the Specified Currency, as the
      case may be (the "Specified
      Place"),
      is of
      the essence, and, except as otherwise provided in this Agreement, the Specified
      Currency shall be the currency of account in all events relating to Advances
      denominated in the Specified Currency. Except as otherwise provided in this
      Agreement, the payment obligations of the Designated Borrowers under this
      Agreement and the other Loan Documents shall not be discharged by an amount
      paid
      in another currency or in another place, whether pursuant to a judgment or
      otherwise, to the extent that the amount so paid on conversion to the Specified
      Currency and transfer to the Specified Place under normal banking procedures
      does not yield the amount of the Specified Currency at the Specified Place
      due
      hereunder. If for the purpose of obtaining judgment in any court it is necessary
      to convert a sum due hereunder in the Specified Currency into another currency
      (the "Second
      Currency"),
      the
      rate of exchange which shall be applied shall be that at which in accordance
      with normal banking procedures the Administrative Agent could purchase the
      Specified Currency with the Second Currency on the Business Day next preceding
      that on which such judgment is rendered. The obligation of each Designated
      Borrower in respect of any such sum due from it to the Administrative Agent
      or
      any Lender in respect of any judgment in any court shall, notwithstanding the
      rate of exchange actually applied in rendering such judgment, be discharged
      only
      to the extent that on the Business Day following receipt by the Administrative
      Agent or such Lender, as the case may be, of any sum adjudged to be due
      hereunder or under the Notes in the Second Currency to the Administrative Agent
      or such Lender, as the case may be, may in accordance with normal banking
      procedures purchase and transfer to the Specified Place the Specified Currency
      with the amount of the Second Currency so adjudged to be due; and the Company
      hereby, as a separate obligation and notwithstanding any such judgment, agrees
      to indemnify the Administrative Agent or such Lender, as the case may be,
      against, and to pay the Administrative Agent or such Lender, as the case may
      be,
      on demand in the Specified Currency, any difference between the sum originally
      due to the Administrative Agent or such Lender, as the case may be, for such
      judgment in the Specified Currency and the amount of the Specified Currency
      so
      purchased and transferred.

     

    
      
         

      

      
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    SECTION
      8.15. USA
      PATRIOT Act.
      Each
      Lender hereby notifies each Borrower that pursuant to the requirements of the
      USA PATRIOT
      Act
      (Title III of Pub. L. 107-56 (signed into law October 26, 2001)) (the
      "Act"),
      it is
      required to obtain, verify and record information that identifies the Borrowers,
      which information includes the name and address of the Borrowers and other
      information that will allow such Lender to identify the Borrowers in accordance
      with the Act.

    


    SECTION
      8.16. No
      Fiduciary Duty.
      The
      Administrative Agent, each Lender and their Affiliates (collectively, solely
      for
      purposes of this paragraph, the “Lenders”), may have economic interests that
      conflict with those of the Borrowers.  Each of the Borrowers agree that
      nothing in the Loan Documents or otherwise will be deemed to create an advisory,
      fiduciary or agency relationship or fiduciary or other implied duty between
      the
      Lenders and any Borrower, its stockholders or its affiliates.  Each of the
      Borrowers acknowledge and agree that (i) the transactions contemplated by the
      Loan Documents are arm's-length commercial transactions between the Lenders,
      on
      the one hand, and each of the Borrowers, on the other, (ii) in connection
      therewith and with the process leading to such transaction each of the Lenders
      is acting solely as a principal and not the agent or fiduciary of any Borrower,
      its management, stockholders, creditors or any other person, (iii) no Lender
      has
      assumed an advisory or fiduciary responsibility in favor of any Borrower with
      respect to the transactions contemplated hereby or the process leading thereto
      (irrespective of whether any Lender or any of its affiliates has advised or
      is
      currently advising any Borrower on other matters) or any other obligation to
      any
      Borrower except the obligations expressly set forth in the Loan Documents and
      (iv) each of the Borrowers has consulted its own legal and financial advisors
      to
      the extent it deemed appropriate.  Each of the Borrowers further
      acknowledges and agrees that it is responsible for making its own independent
      judgment with respect to such transactions and the process leading
      thereto.  Each of the Borrowers agree that it will not claim that any
      Lender has rendered advisory services of any nature or respect, or owes a
      fiduciary or similar duty to any Borrower, in connection with such transaction
      or the process leading thereto.

    


    ARTICLE
      IX

    


    GUARANTEE

    


    SECTION
      9.01. Guarantee.
      To
      induce the other parties to enter into this Agreement and for other valuable
      consideration, receipt of which is hereby acknowledged, the
      Company hereby unconditionally and irrevocably guarantees to the Administrative
      Agent, each Lender and their respective successors and permitted assigns the
      prompt payment in full when due (whether at stated maturity, by acceleration
      or
      otherwise) of the principal of and interest on the Advances to and the
      Notes of each Designated Borrower and all other amounts whatsoever now or
      hereafter payable or becoming payable by each Designated Borrower under this
      Agreement and each other Loan Document, in each case strictly in accordance
      with
      the terms thereof (collectively, the "Guaranteed
      Obligations").
      The
      Company hereby further agrees that if any Designated Borrower shall fail to
      pay
      in full when due (whether at stated maturity, by acceleration or
      otherwise) any of the Guaranteed Obligations, the Company will promptly pay
      the same, without any demand or notice whatsoever, and that in the case of
      any
      extension of time of payment or renewal of any of the Guaranteed Obligations,
      the same will be promptly paid in full when due (whether at extended maturity,
      by acceleration or otherwise) in accordance with the terms of such
      extension or renewal. This Section 9.01 is a continuing guarantee and is a
      guarantee of payment and is not merely a guarantee of collection and shall
      apply
      to all Guaranteed Obligations whenever arising.

     

    
      
         

      

      
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    SECTION
      9.02. Acknowledgments,
      Waivers and Consents.
      The
      Company agrees that its obligations under Section 9.01 shall be primary,
      absolute, irrevocable and unconditional under any and all circumstances and
      that
      the guarantee therein is made with respect to any Guaranteed Obligations now
      existing or in the future arising. Without limiting the foregoing, the Company
      agrees that:

    


    (a)  The
      occurrence of any one or more of the following shall not affect the
      enforceability or effectiveness of this Article IX in accordance with its
      terms or affect, limit, reduce, discharge or terminate the liability of the
      Company, or the rights, remedies, powers and privileges of the Administrative
      Agent or any Lender, under this Article IX:

    


    (i)  any
      modification or amendment (including by way of amendment, extension, renewal
      or
      waiver), or any acceleration or other change in the time for payment or
      performance of the terms of all or any part of the Guaranteed Obligations or
      any
      Loan Document, or any other agreement or instrument whatsoever relating thereto,
      or any modification of the Commitments;

    


    (ii)  any
      release, termination, waiver, abandonment, lapse or expiration, subordination
      or
      enforcement of the liability of any other guarantee of all or any part of the
      Guaranteed Obligations;

    


    (iii)  any
      application of the proceeds of any other guarantee (including the obligations
      of
      any other guarantor of all or any part of the Guaranteed Obligations) to
      all or any part of the Guaranteed Obligations in any such manner and to such
      extent as the Administrative Agent may determine;

    


    (iv)  any
      release of any other Person (including any other guarantor with respect to
      all
      or any part of the Guaranteed Obligations) from any personal liability with
      respect to all or any part of the Guaranteed Obligations;

    


    (v)  any
      settlement, compromise, release, liquidation or enforcement, upon such terms
      and
      in such manner as the Administrative Agent may determine or as applicable law
      may dictate, of all or any part of the Guaranteed Obligations or any other
      guarantee of (including any letter of credit issued with respect to) all or
      any part of the Guaranteed Obligations;

     

    
      
         

      

      
        61

        
          

        

      

      
         

      

    

    


    (vi)  the
      giving of any consent to the merger or consolidation of, the sale of substantial
      assets by, or other restructuring or termination of the corporate existence
      of
any
      Designated Borrower
      or any
      other Person or any disposition of any shares of the Company or any Designated
      Borrower;

    


    (vii)  any
      proceeding against any
      Designated Borrower or
      any
      other guarantor of all or any part of the Guaranteed Obligations or any
      collateral provided by any other Person or the exercise of any rights, remedies,
      powers and privileges of the Administrative Agent and the Lenders under the
      Loan
      Documents or otherwise in such order and such manner as the Administrative
      Agent
      may determine, regardless of whether the Administrative Agent or the Lenders
      shall have proceeded against or exhausted any collateral, right, remedy, power
      or privilege before proceeding to call upon or otherwise enforce this
      Article IX;

    


    (viii)  the
      entering into such other transactions or business dealings with any
      Designated Borrower,
      any
      Subsidiary or affiliate thereof or any other guarantor of all or any part of
      the
      Guaranteed Obligations as the Administrative Agent or any Lender may desire;
      or


    


    (ix)  all
      or any combination of any of the actions set forth in this
      Section 9.02(a).

    


    (b)  The
      enforceability and effectiveness of this Article IX and the liability of
      the Company, and the rights, remedies, powers and privileges of the
      Administrative Agent and the Lenders under this Article IX shall not be
      affected, limited, reduced, discharged or terminated, and the Company hereby
      expressly waives to the fullest extent permitted by law any defense now or
      in
      the future arising, by reason of:

    


    (i)  the
      illegality, invalidity or unenforceability of all or any part of the Guaranteed
      Obligations, any Loan Document or any other agreement or instrument whatsoever
      relating to all or any part of the Guaranteed Obligations;

    


    (ii)  any
      disability or other defense with respect to all or any part of the Guaranteed
      Obligations, including the effect of any statute of limitations that may bar
      the
      enforcement of all or any part of the Guaranteed Obligations or the obligations
      of any such other guarantor;

    


    (iii)  the
      illegality, invalidity or unenforceability of any security for or other
      guarantee (including any letter of credit) of all or any part of the
      Guaranteed Obligations or the lack of perfection or continuing perfection or
      failure of the priority of any Lien on any collateral for all or any part of
      the
      Guaranteed Obligations;

    


    (iv)  the
      cessation, for any cause whatsoever, of the liability of any
      Designated Borrower or
      any
      other guarantor with respect to all or any part of the Guaranteed Obligations
      (other than, subject to Section 9.03, by reason of the full payment of all
      Guaranteed Obligations);

     

    
      
         

      

      
        62

        
          

        

      

      
         

      

    

    


    (v)  any
      failure of the Administrative Agent or any Lender to marshal assets in favor
      of
any
      Designated Borrower or
      any
      other Person (including any other guarantor of all or any part of the Guaranteed
      Obligations), to exhaust any collateral for all or any part of the Guaranteed
      Obligations, to pursue or exhaust any right, remedy, power or privilege it
      may
      have against such
      Designated Borrower or
      any
      other guarantor of all or any part of the Guaranteed Obligations or any other
      Person or to take any action whatsoever to mitigate or reduce such or any other
      Person’s liability, the Administrative Agent and the Lenders being under no
      obligation to take any such action notwithstanding the fact that all or any
      part
      of the Guaranteed Obligations may be due and payable and that such
      Designated Borrower may
      be in
      default of its obligations under any Loan Document;

    


    (vi)  any
      counterclaim, set-off or other claim which any
      Designated Borrower or
      any
      other guarantor of all or any part of the Guaranteed Obligations has or claims
      with respect to all or any part of the Guaranteed Obligations, or any
      counterclaim, set-off or other claim which the Company may have with respect
      to
      all or any part of any obligations owed to the Company by the Administrative
      Agent or any Lender (other than, without prejudice to Section 9.03, any
      counterclaim or other claim that the amount of such Guaranteed Obligation which
      is being claimed has been finally paid in full);

    


    (vii)  any
      failure of the Administrative Agent or any Lender or any other Person to file
      or
      enforce a claim in any bankruptcy or other proceeding with respect to any
      Person;

    


    (viii)  any
      bankruptcy, insolvency, reorganization, winding-up or adjustment of debts,
      or
      appointment of a custodian, liquidator or the like of it, or similar proceedings
      commenced by or against any Person, including any discharge of, or bar or stay
      against collecting, all or any part of the Guaranteed Obligations (or any
      interest on all or any part of the Guaranteed Obligations) in or as a
      result of any such proceeding;

    


    (ix)  any
      action taken by the Administrative Agent or any Lender that is authorized under
      this Article IX or by any other provision of any Loan Document or any
      omission to take any such action;

    


    (x)  any
      law, regulation, decree or order of any jurisdiction of Governmental Authority
      or any event affecting any term of the Guaranteed Obligations; or

    


    (xi)  any
      other
      circumstance whatsoever that might otherwise constitute a legal or equitable
      discharge or defense of a surety or guarantor.

    


    (c)  To
      the
      fullest extent permitted by law, the Company expressly waives, for the benefit
      of the Administrative Agent and the Lenders, all diligence, presentment, demand
      for payment or performance, notices of nonpayment or nonperformance, protest,
      notices of protest, notices of dishonor and all other notices or demands of
      any
      kind or nature whatsoever, and any requirement that the Administrative Agent
      or
      any Lender exhaust any right, power or remedy or proceed against any
      Designated Borrower under
      any
      Loan Document or other agreement or instrument referred to herein or therein,
      or
      against any other Person under any other guarantee of, or security for, any
      of
      the Guaranteed Obligations, and all notices of acceptance of this
      Article IX or of the existence, creation, incurring or assumption of new or
      additional Guaranteed Obligations. 

     

    
      
         

      

      
        63

        
          

        

      

      
         

      

    

    


    SECTION
      9.03. Reinstatement.
      The
      obligations of the Company under this Article IX shall be automatically
      reinstated if and to the extent that for any reason any payment by or on behalf
      of any
      Designated Borrower in
      respect of the Guaranteed Obligations is rescinded or must otherwise be restored
      or returned by the Administrative Agent or any Lender, whether as a result
      of
      insolvency, any proceedings in bankruptcy, dissolution, liquidation or
      reorganization or otherwise.

    


    SECTION
      9.04. Subrogation.
      The
      Company hereby agrees that, until the final payment in full of all Guaranteed
      Obligations, it shall not exercise any right or remedy arising by reason of
      any
      performance by it of its guarantee in Section 9.01, whether by subrogation,
      reimbursement, contribution or otherwise, against any
      Designated Borrower or
      any
      other guarantor of any of the Guaranteed Obligations or any security for any
      of
      the Guaranteed Obligations. 

    


    SECTION
      9.05. Remedies.
      The
      Company agrees that, as between the Company and the Administrative Agent and
      the
      Lenders, the obligations of any
      Designated Borrower under
      this Agreement or any other Loan Documents may be declared to be forthwith
      due
      and payable as provided in Section 6.01 (and shall be deemed to have become
      automatically due and payable in the circumstances provided in said
      Section 6.01) for purposes of Section 9.01, notwithstanding any
      stay, injunction or other prohibition preventing such declaration (or such
      obligations from becoming automatically due and payable) as against
such
      Designated Borrower and
      that,
      in the event of such declaration (or such obligations being deemed to have
      become automatically due and payable), such obligations (whether or not due
      and
      payable by such
      Designated Borrower) shall
      forthwith become due and payable by such Company for purposes of
      Section 9.01.

    


    SECTION
      9.06. Payments.
      Each
      payment by the Company under this Article IX shall be made in accordance
      with Section 2.09 in the Currency in which the Guaranteed Obligations such
      payment is made in respect of are denominated, without deduction, set-off or
      counterclaim at the Administrative Agent’s Account and free and clear of any and
      all present and future Taxes.

    


    [remainder
      of page intentionally left blank]

     

     

     

    
      
         

      

      
        64

        
          

        

      

      
         

      

    

    


    IN
      WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed
      by
      their respective signatories thereunto duly authorized, as of the date first
      above written.

    


    
      	 	
              THE
                STANLEY WORKS

              


              


              By_______________________

              Name:
                

              Title:

            


    

     

    
      
         

      

      
        65

        
          

        

      

      
         

      

    

     

    
      	 	
              CITIBANK,
                N.A.,

              as
                Administrative Agent and as Lender

              


              


              By_______________________

              Name:
                

              Title:

            


    

     

    
      
         

      

      
        66

        
          

        

      

      
         

      

    

     

    
      	 	
              LENDERS

              


              BANK
                OF AMERICA, N.A.

              


              


              By_______________________

              Name:
                

              Title:

            


    

     

    
      
         

      

      
        67

        
          

        

      

      
         

      

    

     

    
      	 	
              BNP
                PARIBAS

              


              


              By_______________________

              Name:
                

              Title:

              


              


              By_______________________

              Name:
                

              Title:

            


    

    

    

    
      
         

      

      
        68

        
          

        

      

      
         

      

    

     

    
      	 	
              JPMORGAN
                CHASE BANK, N.A.

              


              


              By_______________________

              Name:
                

              Title:

            


    

     

    
      
         

      

      
        69

        
          

        

      

      
         

      

    

     

    
      	 	
              UBS
                LOAN FINANCE LLC

              


              


              By_______________________

              Name:
                

              Title:

            


    


     

    
      
         

      

      
        70

        
          

        

      

      
         

      

    

     

    
      	 	
              WACHOVIA
                BANK, N.A.

              


              


              By_______________________

              Name:
                

              Title:

            


    

     

    
      
         

      

      
        71

        
          

        

      

      
         

      

    

     

    
      	 	
              THE
                BANK OF NEW YORK

              


              


              By_______________________

              Name:
                

              Title:

            


    

     

    
      
         

      

      
        72

        
          

        

      

      
         

      

    

     

    
      	 	
              BARCLAYS
                BANK PLC

              


              


              By_______________________

              Name:
                

              Title:

            


    

     

    
      
         

      

      
        73

        
          

        

      

      
         

      

    

     

    
      	 	
              HSBC
                BANK USA, NATIONAL ASSOCIATION

              


              


              By_______________________

              Name:
                

              Title:

            


    

     

    
      
         

      

      
        74

        
          

        

      

      
         

      

    

     

    
      	 	
              MORGAN
                STANLEY BANK

              


              


              By_______________________

              Name:
                

              Title:

            


    

     

    
      
         

      

      
        75

        
          

        

      

      
         

      

    

     

    
      	 	
              WILLIAM
                STREET LLC

              


              


              By_______________________

              Name:
                

              Title:

            


    

     

    
      
         

      

      
        76

        
          

        

      

      
         

      

    

     

    
      	 	
              MERRILL
                LYNCH BANK USA 

              


              


              By_______________________

              Name:
                

              Title:

            


    

     

    
      
         

      

      
        77

        
          

        

      

      
         

      

    

     

    
      	 	
              ROYAL
                BANK OF CANADA

              


              By_______________________

              Name:
                

              Title:

            


    

     

    
      
         

      

      
        78

        
          

        

      

      
         

      

    

     

    
      	 	
              WELLS
                FARGO BANK, N.A. 

              


              


              By_______________________

              Name:
                

              Title:

            


    

     

    
      
         

      

      
        79

        
          

        

      

      
         

      

    

     

    
      	 	
              THE
                NORTHERN TRUST COMPANY

              


              


              By_______________________

              Name:
                

              Title:

            


    

     

    
      
         

      

      
        80

        
          

        

      

      
         

      

    

    


    SCHEDULE
      I

    


    ADDRESS
      AND APPLICABLE LENDING OFFICES

    


    
      	
              Name
                of Lenders and Addresses For
                Notices

            	
              Domestic
                Lending Office

            	
              Eurocurrency
                Lending Office

            
	
              Citibank,
                N.A.

              Two
                Penns
                Way, Suite 200

              New
                Castle,
                DE 19720 

               

              Attn:
                Janeira
                Crewsfoster 

              Tel
                302-894-6015 

              Fax
                212-994-0961

            	
              Citibank,
                N.A.

              Two
                Penns
                Way, Suite 200

              New
                Castle,
                DE 19720 

               

              Attn:
                Janeira
                Crewsfoster 

               Tel
                302-894-6015 

               Fax
                212-994-0961

            	
              Citibank,
                N.A.

              Two
                Penns
                Way, Suite 200

              New
                Castle,
                DE 19720 

               

              Attn:
                Janeira
                Crewsfoster 

              Tel
                302-894-6015 

              Fax
                212-994-0961

            
	
              Bank
                of
                America, N.A.

              100
                Federal
                Street 

              Boston,
                MA
                02110

               

              Attn:
                Kenneth
                Struglia

              Tel:
                (617)
                434 -6489

              Fax:
                (617)
                434-0601

            	
              Bank
                of
                America, N.A.

              100
                Federal
                Street 

              Boston,
                MA
                02110

               

              Attn:
                Kenneth
                Struglia

              Tel:
                (617)
                434 -6489

              Fax:
                (617)
                434-0601

            	
              Bank
                of
                America, N.A.

              100
                Federal
                Street 

              Boston,
                MA
                02110

               

              Attn:
                Kenneth
                Struglia

              Tel:
                (617)
                434 -6489

              Fax:
                (617)
                434-0601

            
	
              BNP
                Paribas

              209
                South La
                Salle

              Chicago,
                IL
                60604

               

              Primary
                Contact: Paul Harris 

              Tel: (312)
                977-1384

              Fax: (312)
                977-1380

               

              Secondary
                Contact: Fik Durmus

              Tel: (312)
                977-2208

            	
              BNP
                Paribas

              787
                Seventh
                Avenue

              New
                York, NY
                10019

            	
              BNP
                Paribas

              787
                Seventh
                Avenue

              New
                York, NY
                10019

            
	
              JPMorgan
                Chase Bank, N.A.

              270
                Park
                Avenue

              New
                York, NY
                10017

               

              Primary
                Contact: Anthony White 

              Tel: (212)
                270-1051

              Fax: (212)
                270-3279

               

              Secondary
                Contact: Raju Nanoo

              Tel: (212)
                623-7537

              Fax: (212)
                623-1310

            	
              JPMorgan
                Chase Bank, N.A.

              270
                Park
                Avenue

              New
                York, NY
                10017

               

              Primary
                Contact: Anthony White 

              Tel: (212)
                270-1051

              Fax: (212)
                270-3279

               

              Secondary
                Contact: Raju Nanoo

              Tel: (212)
                623-7537

              Fax: (212)
                623-1310

            	
              JPMorgan
                Chase Bank, N.A.

              270
                Park
                Avenue

              New
                York, NY
                10017

               

              Primary
                Contact: Anthony White 

              Tel: (212)
                270-1051

              Fax: (212)
                270-3279

               

              Secondary
                Contact: Raju Nanoo

              Tel: (212)
                623-7537

              Fax: (212)
                623-1310

            
	
              UBS
                Loan
                Finance LLC

              677
                Washington Boulevard

              Stamford,
                CT
                06901

               

              Attn:
                Jenny
                E. Milioti

              Tel:
                (203)
                719-5993

              Fax:
                (203)
                719-3888

            	
              UBS
                Loan
                Finance LLC

              677
                Washington Boulevard

              Stamford,
                CT
                06901

               

              Attn:
                Jenny
                E. Milioti

              Tel:
                (203)
                719-5993

              Fax:
                (203)
                719-3888

            	
              UBS
                Loan
                Finance LLC

              677
                Washington Boulevard

              Stamford,
                CT
                06901

               

              Attn:
                Jenny
                E. Milioti

              Tel:
                (203)
                719-5993

              Fax:
                (203)
                719-3888

            


    

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    
      	
              Name
                of Lenders and Addresses For
                Notices

            	
              Domestic
                Lending Office

            	
              Eurocurrency
                Lending Office

            


    

    
      	
              Wachovia
                Bank, N.A.

              301
                South
                College St.

              Charlotte,
                NC
                28202

               

              Primary
                Contact: Jeff Seaton

              Tel: (704)
                374-7042

              Fax: (704)
                383-1625

               

              Secondary
                Contact: Kevin Rosebaum

              Tel: (704)
                715-9941

            	
              Wachovia
                Bank, N.A.

              301
                South
                College St.

              Charlotte,
                NC
                28202

               

              Primary
                Contact: Jeff Seaton

              Tel: (704)
                374-7042

              Fax: (704)
                383-1625

               

              Secondary
                Contact: Kevin Rosebaum

              Tel: (704)
                715-9941

            	
              Wachovia
                Bank, N.A.

              301
                South
                College St.

              Charlotte,
                NC
                28202

               

              Primary
                Contact: Jeff Seaton

              Tel: (704)
                374-7042

              Fax: (704)
                383-1625

               

              Secondary
                Contact: Kevin Rosebaum

              Tel: (704)
                715-9941

            
	
              The
                Bank of
                New York

              One
                Wall St.,
                21st
                Floor

              New
                York, NY
                10286

               

              Attn:
                Larry
                Geter

              Tel:
                (212)
                635-6740

              Fax:
                (212)
                63-6397 

            	
              The
                Bank of
                New York

              One
                Wall St.,
                21st
                Floor

              New
                York, NY
                10286

               

              Attn:
                Larry
                Geter

              Tel:
                (212)
                635-6740

              Fax:
                (212)
                63-6397

            	
              The
                Bank of
                New York

              One
                Wall St.,
                21st
                Floor

              New
                York, NY
                10286

               

              Attn:
                Larry
                Geter

              Tel:
                (212)
                635-6740

              Fax:
                (212)
                63-6397

            
	
              Barclays
                Bank, PLC

              200
                Park
                Avenue

              New
                York, NY
                10166

               

              Attn:
                Jane
                Yoon

              Tel:
                (973)
                576-3267

              Fax:
                (973)
                576-3014

            	
              Barclays
                Bank, PLC

              200
                Park
                Avenue

              New
                York, NY
                10166

               

              Attn:
                Jane
                Yoon

              Tel:
                (973)
                576-3267

              Fax:
                (973)
                576-3014

            	
              Barclays
                Bank, PLC

              200
                Park
                Avenue

              New
                York, NY
                10166

               

              Attn:
                Jane
                Yoon

              Tel:
                (973)
                576-3267

              Fax:
                (973)
                576-3014

            
	
              HSBC
                Bank
                USA, National Association

              452
                Fifth
                Ave, 5/F

              New
                York, NY
                10018 

               

              Primary
                Contact: Diane Zieske

              Tel: (212)
                525-2487

              Fax: (212)
                642-0314

               

              Secondary
                Contact: Sylvia Carranza

              Tel: (212)
                525-6433

            	
              HSBC
                Bank
                USA, National Association

              452
                Fifth
                Ave, 5/F

              New
                York, NY
                10018 

               

              Primary
                Contact: Diane Zieske

              Tel: (212)
                525-2487

              Fax: (212)
                642-0314

               

              Secondary
                Contact: Sylvia Carranza

              Tel: (212)
                525-6433

            	
              HSBC
                Bank
                USA, National Association

              452
                Fifth
                Ave, 5/F

              New
                York, NY
                10018 

               

              Primary
                Contact: Diane Zieske

              Tel: (212)
                525-2487

              Fax: (212)
                642-0314

               

              Secondary
                Contact: Sylvia Carranza

              Tel: (212)
                525-6433

            
	
              Morgan
                Stanley Bank

              One
                Pierrepont Plaza, 7th
                Floor

              300
                Cadman
                Plaza West

              Brooklyn,
                NY
                11201

               

              Attn:
                Edward
                Henley

              Tel:
                (718)
                754-7258

              Fax:
                (718)
                754-7250

            	
              Morgan
                Stanley Bank

              2500
                Lake
                Park Blvd., Suite 300C

              West
                Valley
                City, Utah 84120

               

              Primary
                Contact: Gabriela Nevergold

              Tel: (718)
                754-7411

              Fax: (718)
                233-2132

               

              Secondary
                Contact: Zorik Ledven

              Tel: (718)
                754-7425

            	
              Morgan
                Stanley Bank

              2500
                Lake
                Park Blvd., Suite 300C

              West
                Valley
                City, Utah 84120

               

              Primary
                Contact: Gabriela Nevergold

              Tel: (718)
                754-7411

              Fax: (718)
                233-2132

               

              Secondary
                Contact: Zorik Ledven

              Tel: (718)
                754-7425

            


    

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    
      	
              Name
                of Lenders and Addresses For
                Notices

            	
              Domestic
                Lending Office

            	
              Eurocurrency
                Lending Office

            
	
              William
                Street LLC

              30
                Hudson
                Street, 17th
                Floor

              Jersey
                City,
                NJ 07302

               

               

              Primary
                Contact: Pedro Ramirez 

              Tel: (917)
                343-8319

               

              Secondary
                Contact: Andrew Caditz 

              Tel: (212)
                357-6240

            	
              William
                Street LLC

              1
                New York
                Plaza, 40th
                Floor

              New
                York, NY
                10004

            	
              William
                Street LLC

              1
                New York
                Plaza, 40th
                Floor

              New
                York, NY
                10004

            
	
              Merrill
                Lynch
                Bank USA

              15
                W. South
                Temple, Suite 300

              Salt
                Lake
                City, UT 84101

               

              Primary
                Contact: Mark Cannon

              Tel: (801)
                526-8631

              Fax: (801)
                359-4667

               

              Secondary
                Contact: Butch Alder 

              Tel: (801)
                526-8324

            	
              Merrill
                Lynch
                Bank USA

              15
                W. South
                Temple, Suite 300

              Salt
                Lake
                City, UT 84101

               

            	
              Merrill
                Lynch
                Bank USA

              15
                W. South
                Temple, Suite 300

              Salt
                Lake
                City, UT 84101

            
	
              Royal
                Bank of
                Canada

              New
                York
                Branch

              One
                Liberty
                Plaza, 3rd Floor

              165
                Broadway

              New
                York, NY
                10006-1404

               

              Attn:
                GLA
                Administrator

              Tel:
                (212)
                428-6369 

              Fax:
                (212)
                428-2372 

            	
              Royal
                Bank of
                Canada

              New
                York
                Branch

              One
                Liberty
                Plaza, 3rd Floor

              165
                Broadway

              New
                York, NY
                10006-1404

               

              Attn:
                GLA
                Administrator

              Tel:
                (212)
                428-6369 

              Fax:
                (212)
                428-2372 

            	
              Royal
                Bank of
                Canada

              New
                York
                Branch

              One
                Liberty
                Plaza, 3rd Floor

              165
                Broadway

              New
                York, NY
                10006-1404

               

              Attn:
                GLA
                Administrator

              Tel:
                (212)
                428-6369 

              Fax:
                (212)
                428-2372 

            
	
              Wells
                Fargo
                Bank, N.A.

              530
                5th
                Ave,
                19th
                Floor

              New
                York, NY
                10036

               

              Primary
                Contact: Jordan Fragiacomo

              Tel: (212)
                805-1610

              Fax: (212)
                805-1614

               

              Secondary
                Contact: Ann Fragen 

              Tel: (212)
                805-1004

            	
              Wells
                Fargo
                Bank, N.A.

              530
                5th
                Ave,
                19th
                Floor

              New
                York, NY
                10036

               

              Primary
                Contact: Jordan Fragiacomo

              Tel: (212)
                805-1610

              Fax: (212)
                805-1614

               

              Secondary
                Contact: Ann Fragen 

              Tel: (212)
                805-1004

            	
              Wells
                Fargo
                Bank, N.A.

              530
                5th
                Ave,
                19th
                Floor

              New
                York, NY
                10036

               

              Primary
                Contact: Jordan Fragiacomo

              Tel: (212)
                805-1610

              Fax: (212)
                805-1614

               

              Secondary
                Contact: Ann Fragen 

              Tel: (212)
                805-1004

            
	
              The
                Northern
                Trust Company

              50
                S. LaSalle
                Street

              Chicago,
                IL
                60675

               

              Attn:
                Peter
                Hallan

              Tel:
                (312)
                444-2434

              Fax:
                (312)
                444-4906

            	
              The
                Northern
                Trust Company

              50
                S. LaSalle
                Street

              Chicago,
                IL
                60675

               

              Attn:
                Sharon
                Jackson 

              Tel:
                (312)
                630-1609

              Fax:
                (312)
                630-1566

            	
              The
                Northern
                Trust Company

              50
                S. LaSalle
                Street

              Chicago,
                IL
                60675

               

              Attn:
                Sharon
                Jackson 

              Tel:
                (312)
                630-1609

              Fax:
                (312)
                630-1566

            


    

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    SCHEDULE
      I (cont'd)

    


    LENDERS
      AND COMMITMENTS

    

      
        	
                Lenders

              	 	
                Commitment

              	 
	 	 	 	 
	
                Citibank,
                  N.A.

              	 	 	
                $80,000,000

              	 
	
                Bank
                  of America, N.A.

              	 	 	
                $80,000,000

              	 
	
                BNP
                  Paribas

              	 	 	
                $65,000,000

              	 
	
                JPMorgan
                  Chase Bank, N.A.

              	 	 	
                $65,000,000

              	 
	
                UBS
                  Loan Finance LLC

              	 	 	
                $65,000,000

              	 
	
                Wachovia
                  Bank, N.A.

              	 	 	
                $65,000,000

              	 
	
                The
                  Bank of New York

              	 	 	
                $50,000,000

              	 
	
                Barclays
                  Bank, PLC

              	 	 	
                $50,000,000

              	 
	
                HSBC
                  Bank USA, National Association

              	 	 	
                $50,000,000

              	 
	
                Morgan
                  Stanley Bank

              	 	 	
                $50,000,000

              	 
	
                William
                  Street LLC

              	 	 	
                $50,000,000

              	 
	
                Merrill
                  Lynch Bank USA

              	 	 	
                $35,000,000

              	 
	
                Royal
                  Bank of Canada

              	 	 	
                $35,000,000

              	 
	
                Wells
                  Fargo Bank, N.A.

              	 	 	
                $35,000,000

              	 
	
                The
                  Northern Trust Company

              	 	 	
                $25,000,000

              	 
	 	 	 	 	 
	 	 	 	 	 
	
                TOTAL

              	 	 	
                $800,000,000

              	 


      

    

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    


    SCHEDULE II

    


    


    MANDATORY
      COST RATE

    


    Calculation
      of Mandatory Cost Rate

    


    
      	
              1.

            	
              The
                MCR Cost is an addition to the interest rate to compensate Lenders
                for the
                cost of compliance with (a) the requirements of the Bank of England
                and/or
                the Financial Services Authority (or, in either case, any other authority
                which replaces all or any of its functions) or (b) the requirements
                of the
                European Central Bank.

            


    

     

    
      	
              2.

            	
              On
                the first day of each Interest Period for any Advance denominated
                in
                Pounds Sterling or Euros (or as soon as possible thereafter) the
                Administrative Agent shall calculate, as a percentage rate, a rate
                (the
                "Additional
                Cost Rate")
                for each Lender participating in such Advance, in accordance with
                the
                paragraphs set out below. The MCR Cost will be calculated by the
                Administrative Agent as a weighted average of such Lenders’ Additional
                Cost Rates (weighted in proportion to the percentage participation
                of each
                such Lender in the relevant Advance) and will be expressed as a percentage
                rate per annum.

            


    

     

    
      	
              3.

            	
              The
                Additional Cost Rate for any Lender lending from an Applicable Lending
                Office in a Participating Member State (as defined in Section 2.15)
                will
                be the percentage notified by that Lender to the Administrative Agent.
                This percentage will be certified by that Lender in its notice to
                the
                Administrative Agent to be its reasonable determination of the cost
                (expressed as a percentage of that Lender's participation in all
                Advances
                made from that Applicable Lending Office) of complying with the minimum
                reserve requirements of the European Central Bank in respect of loans
                made
                from that Applicable Lending
                Office.

            


    

     

    
      	
              4.

            	
              The
                Additional Cost Rate for any Lender lending from an Applicable Lending
                Office in the United Kingdom will be calculated by the Administrative
                Agent as follows:

            


    

     

    
      	
            	(a)	
              in
                relation to a Advance made in Pounds
                Sterling:

            


    

     

     per
      cent. per annum

     

    


     

    
      	 	
              (b)

            	
              in
                relation to a Advance made in any Alternate Currency other than Pounds
                Sterling:

            


    

     

    
      per
      cent. per annum.

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    Where:

     

    
      	 	
              A

            	
              is
                the percentage of Eligible Liabilities (assuming these to be in excess
                of
                any stated minimum) which such Lender is from time to time required
                to
                maintain as an interest free cash ratio deposit with the Bank of
                England
                to comply with cash ratio
                requirements.

            


    

     

    
      	 	
              B

            	
              is
                the percentage rate of interest (excluding the Applicable Margin
                and the
                MCR Cost and, if applicable, any additional amount of interest specified
                in Section 2.07(b)) payable for the relevant Interest Period on the
                Advance.

            


    

     

    
      	 	
              C

            	
              is
                the percentage (if any) of Eligible Liabilities which such Lender
                is
                required from time to time to maintain as interest bearing Special
                Deposits with the Bank of England.

            


    

     

    
      	 	
              D

            	
              is
                the percentage rate per annum payable by the Bank of England to the
                Administrative Agent on interest bearing Special
                Deposits.

            


    

     

    
      	 	
              E

            	
              is
                designed to compensate Lenders for amounts payable under the Fees
                Rules
                and is calculated by the Administrative Agent as being the average
                of the
                most recent rates of charge supplied by the Reference Banks to the
                Agent
                pursuant to paragraph 7 below and expressed in Pounds Sterling per
                £1,000,000; 

            


    

     

    
      	5.	
              For
                the purposes of this Schedule:

            


    

     

    
      	
            	(a)	
              "Eligible
                Liabilities"
                has the meaning given to it from time to time under or pursuant to
                the
                Bank of England Act 1998 or (as may be appropriate) by the Bank of
                England.

            


    

     

    
      	
            	(b)	
              "Fees
                Rules"
                means the rules on periodic fees contained in the FSA Supervision
                Manual
                or such other law or regulation as may be in force from time to time
                in
                respect of the payment of fees for the acceptance of
                deposits.

            


    

     

    
      	
            	(c)	
              "Fee
                Tariffs"
                means the fee tariffs specified in the Fees Rules under the activity
                group
                A.1 Deposit acceptors (ignoring any minimum fee or zero rated fee
                required
                pursuant to the Fees Rules but taking into account any applicable
                discount
                rate).

            


    

     

    
      	
            	(d)	
              "Special
                Deposits"
                has the meaning given to it from time to time under or pursuant to
                the
                Bank of England Act 1998 or (as may be appropriate) by the Bank of
                England.

            


    

     

    
      	
            	(e)	
              "Tariff
                Base"
                has the meaning given to it in, and will be calculated in accordance
                with,
                the Fees Rules.

            


    

     

    
      	
              6.

            	
              In
                application of the above formulae, A, B, C and D will be included
                in the
                formulae as percentages (i.e. 5 per cent. will be included in the
                formula
                as 5 and not as 0.05). A negative result obtained by subtracting
                D from B
                shall be taken as zero. The resulting figures shall be rounded to
                four
                decimal places.

            


    

     

    
      	7.	
              If
                requested by the Administrative Agent, each Reference Bank shall,
                as soon
                as practicable after publication by the Financial Services Authority,
                supply to the Administrative Agent, the rate of charge payable by
                that
                Reference Bank to the Financial Services Authority pursuant to the
                Fees
                Rules in respect of the relevant financial year of the Financial
                Services
                Authority (calculated for this purpose by that Reference Bank as
                being the
                average of the Fee Tariffs applicable to that Reference Bank for
                that
                financial year) and expressed in Pounds Sterling per £1,000,000 of the
                Tariff Base of that Reference Bank.

            


    

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    
      	8.	
              Each
                Lender shall supply any information required by the Administrative
                Agent
                for the purpose of calculating its Additional Cost Rate. In particular,
                but without limitation, each Lender shall supply the following information
                on or prior to the date on which it becomes a
                Lender:

            


    

     

    
      	
            	(a)	
              the
                jurisdiction of its Applicable Lending Office;
                and

            


    

     

    
      	
            	(b)	
              any
                other information that the Agent may reasonably require for such
                purpose.

            


    

     

    Each
      Lender shall promptly notify the Administrative Agent of any change to the
      information provided by it pursuant to this paragraph. 

     

    
      	9.	
              The
                percentages of each Lender for the purpose of A and C above and the
                rates
                of charge of each Reference Bank for the purpose of E above shall
                be
                determined by the Administrative Agent based upon the information
                supplied
                to it pursuant to paragraphs 7 and 8 above and on the assumption
                that,
                unless a Lender notifies the Administrative Agent to the contrary,
                each
                Lender's obligations in relation to cash ratio deposits and Special
                Deposits are the same as those of a typical bank from its jurisdiction
                of
                incorporation with an Applicable Lending Office in the same jurisdiction
                as its Applicable Lending Office.

            


    

     

    
      	10.	
              The
                Administrative Agent shall have no liability to any person if such
                determination results in an Additional Cost Rate which over or under
                compensates any Lender and shall be entitled to assume that the
                information provided by any Lender or Reference Bank pursuant to
                paragraphs 3, 7 and 8 above is true and correct in all respects.
                

            


    

     

    
      	11.	
              The
                Administrative Agent shall distribute the additional amounts received
                as a
                result of the MCR to the Lenders on the basis of the Additional Cost
                Rate
                for each Lender based on the information provided by each Lender
                and each
                Reference Bank pursuant to paragraphs 3, 7 and 8
                above.

            


    

     

    
      	12.	
              Any
                determination by the Administrative Agent pursuant to this
                Schedule II in relation to a formula, the MCR, an Additional Cost
                Rate or any amount payable to a Lender shall, in the absence of manifest
                error, be conclusive and binding on all
                Parties.

            


    

     

    
      	13.	
              The
                Administrative Agent may from time to time, after consultation with
                the
                Company and the Lenders, determine and provide notice to the Company
                and
                the Lenders of any amendments which are required to be made to this
                Schedule II in order to comply with any change in law, regulation or
                any requirements from time to time imposed by the Bank of England,
                the
                Financial Services Authority or the European Central Bank (or, in
                any
                case, any other authority which replaces all or any of its functions)
                and
                any such determination shall, in the absence of manifest error, be
                conclusive and binding on all parties to the Credit
                Agreement.

            


    

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    


    SCHEDULE
      III

     

    DESIGNATED
      BORROWER JURISDICTIONS

    


     

    United
      Kingdom

     

    Belgium

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    


    EXHIBIT
      A-1

    


    RATE
      REQUEST

    


    Citibank,
      N.A., as Reference Bank

    under
      the
      Credit Agreement

    referred
      to below

    388
      Greenwich Street 

    New
      York,
      NY 10013

    Attn:
      [________]

    


    [Date]

    


    Ladies
      and Gentlemen:

    


    The
      undersigned, The Stanley Works, refers to the Amended and Restated Credit
      Agreement, dated as of February 27, 2008 (as amended, modified or supplemented
      from time to time, the "Credit
      Agreement",
      the
      terms defined therein being used herein as therein defined) among the
      undersigned, certain Lenders parties thereto, and Citibank, N.A., as
      Administrative Agent for said Lenders and hereby requests notification from
      you
      pursuant to Section 2.02(a) thereof of the Eurocurrency Rate which is applicable
      to the Committed Advance to be made (or converted or continued) on       
      ,
      200  
      in the
      principal amount of [$____] [€____] [£____] with the Interest Period of
    
      months.

    


    
      	 	
              Very
                truly yours,

              


              The
                Stanley Works

              


              


              By_________________________

              Name:

              Title:

            


    

     

                                  

    TO
      BE
      COMPLETED AND RETURNED BY

    REFERENCE
      BANK:

    


    The
      rate
      requested above,

    determined
      as required by

    the
      Credit Agreement, is     
      . 

    


    
      	 	
              CITIBANK,
                N.A., as Reference Bank

              


              By_________________________________

              Authorized
                Officer

            


    

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    


    EXHIBIT
      A-2

    


    NOTICE
      OF
      BORROWING

    


    Citibank,
      N.A., as Administrative Agent

    for
      the
      Lenders parties

    to
      the
      Credit Agreement

    referred
      to below

    388
      Greenwich Street 

    New
      York,
      NY 10013

    Attn:
      [________]

    


    [Date]

    


    Ladies
      and Gentlemen:

    


    The
      undersigned, The Stanley Works, refers to the Amended and Restated Credit
      Agreement, dated as of February 27, 2008 (as amended, modified or supplemented
      from time to time, the "Credit
      Agreement",
      the
      terms defined therein being used herein as therein defined), among the
      undersigned, certain Designated Borrowers, certain Lenders parties thereto,
      and
      Citibank, N.A., as Administrative Agent for said Lenders, and hereby gives
      you notice, irrevocably, pursuant to Section 2.02 of the Credit Agreement that
      the undersigned hereby requests a Committed Borrowing on the following terms
      under the Credit Agreement, and in that connection sets forth below the
      information relating to such Committed Borrowing (the "Proposed
      Committed Borrowing
      ") as
      required by Section 2.02(b) of the Credit Agreement:

    


    (i)  The
      Borrower is ________________.

    


    (ii)
      The
      Business Day of the Proposed Committed Borrowing is             ,
      200  .
      

    


    (iii)
      The
      Type of Advances comprising the Proposed Committed Borrowing is [Base
      Rate]1 
      [Eurocurrency Rate]. 

    


    (iv)
      The
      aggregate amount of the Proposed Committed Borrowing is [$]2 
      [€]
      [£] ______ . 

    


    [(v)]
      The
      Initial Interest Period for each Eurocurrency Rate Advance made as part of
      the
      Proposed Committed Borrowing is       
      month[s]].

    

       

      ________________________

       

      1
        not
        available for any Designated Borrower

      2 not
        available for any Designated Borrower

       

    

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    


    [(v)
      The
      proceeds of the Proposed Committed Borrowing are to be used to buy or carry
      Margin Stock, and attached hereto are the certificates required pursuant to
      Section 3.02(ii) of the Credit Agreement and a duly completed Form U-1 or
      Form G-3.]3 

     

    The
      undersigned hereby certifies that the following statements are true on the
      date
      hereof, and will be true on the date of the Proposed Committed
      Borrowing:

    


    (A)
      the
      representations and warranties contained in Section 4.01 of the Credit Agreement
      (other than the Excluded Representation) are correct in all material respects,
      before and after giving effect to the Proposed Committed Borrowing and to the

      application of the proceeds therefrom, as though made on and as of such date;
      and

     

    (B)
      no
      event has occurred and is continuing, or would result from such Proposed
      Committed Borrowing or from the application of the proceeds therefrom, which
      constitutes an Event of Default or would constitute an Event of Default but
      for
      the requirement that notice be given or time elapse or both.

    


    
      	 	
              Very
                truly yours,

              


              The
                Stanley Works

              


               

              By____________________

              Name:

              Title:

            


    

     

    ________________________

     

    3
      if
      applicable

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    


    EXHIBIT
      B

    


    NOTICE
      OF
      CONVERSION OR CONTINUATION

    


    


    [Date]

    


    Citibank,
      N.A., as Administrative Agent

    for
      the
      Lenders parties

    to
      the
      Credit Agreement

    referred
      to below

    388
      Greenwich Street 

    New
      York,
      NY 10013

    Attn:
      [________]

    


    


    Ladies
      and Gentlemen:

    


    The
      undersigned, The Stanley Works, refers to the Amended and Restated Credit
      Agreement, dated as of February 27, 2008 (as amended, modified or supplemented
      from time to time, the "Credit
      Agreement",
      the
      terms defined therein being used herein as therein defined), among the
      undersigned, certain Lenders parties thereto, and Citibank, N.A., as
      Administrative Agent for said Lenders, and hereby gives you notice, pursuant
      to
      Section 2.04(b) of the Credit Agreement that [the undersigned] [NAME OF
      DESIGNATED BORROWER] hereby elects to [convert][continue] the Committed
      Borrowing consisting of [Base Rate][Eurocurrency Rate] Advances:

    


    (i)
      which
      is in the amount of $        
      ;
      

    


    (ii)
      which, in the case of a Committed Borrowing consisting of Eurocurrency Rate
      Advances, has an Interest Period of   
      month(s);4 
      and


    


    (iii)
      which was borrowed (or previously converted or continued) on ________, 200_.
      

     

    ________________

     

    Omit
      clause (ii) if Committed Borrowing consisted of Base Rate Advances.

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    


    Such
      [conversion][continuation] shall become effective on           ,
      200 ,
      at
      which time such Advances shall be [converted into][continued as] [Base
      Rate][Eurocurrency Rate] Advances:

    


    (i)
      which
      is in the amount of $          
      ;4 

    and

    


    (ii)
      which has an Interest Period of  
      month(s)5 .

    


    
      	 	
              Very
                truly yours,

              


              The
                Stanley Works

              


               

              By__________________

              Name:

              Title:

            


    

    


    ________________

     

    
      
        2 Omit
          clause (i) if conversion or continuation is for entire amount of Committed
          Borrowing.

        


      

      
        3 Omit
          clause (ii) if conversion is into Base Rate Advance.

         

        
          
             

          

          
             

            
              

            

          

          
             

          

        

      

    


    EXHIBIT
      C

    


    FORM
      OF
      QUOTE REQUEST

    


    


    [Date]

    


    


    Citibank,
      N.A., as Administrative Agent

    for
      the
      Lenders parties

    to
      the
      Credit Agreement

    referred
      to below

    388
      Greenwich Street 

    New
      York,
      NY 10013

    Attn:
      [________]

    


    


    Ladies
      and Gentlemen:

    


    The
      undersigned, The Stanley Works, refers to the Amended and Restated Credit
      Agreement, dated as of February 27, 2008 (as amended, modified or supplemented
      from time to time, the "Credit
      Agreement",
      the
      terms defined therein being used herein as therein defined), among the
      undersigned, certain Lenders parties thereto, and Citibank, N.A., as
      Administrative Agent for said Lenders, and hereby gives you notice pursuant
      to
      Section 2.13 of the Credit Agreement that the undersigned hereby requests offers
      to make an Uncommitted Borrowing under the Credit Agreement, and in that
      connection sets forth the terms on which such Borrowing (the "Proposed
      Uncommitted Borrowing")
      is
      requested to be made5 :

    


    (i)
      The
      Business Day of the Proposed Uncommitted Borrowing is _______, 200   .

    


    (ii)
      The
      proposed aggregate amount of the Proposed Uncommitted Borrowing is $______
      .

     

    ________________

     

    4 Information
      required for a Borrowing may be repeated as necessary if more than one Borrowing
      is being requested in one Form of Quote Request.

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    


    (iii)
      The
      duration of the proposed Interest Period for the Proposed Uncommitted Borrowing
      is     
      .

     

    (iv)
      The
      Type of Proposed Uncommitted Borrowing is [Fixed Rate] [Floating
      Rate].

    


    The
      undersigned hereby certifies that the following statements are true on the
      date
      hereof, and will be true on the date of the Proposed Uncommitted
      Borrowing:

    


    (A)
      the
      representations and warranties contained in Section 4.01 of the Credit Agreement
      (other than the Excluded Representation) are correct in all material respects,
      before and after giving effect to the Proposed Uncommitted Borrowing on the
      same
      day and to the application of the proceeds therefrom, as though made on and
      as
      of such date; and

    


    (B)
      no
      event has occurred and is continuing, or would result from such Proposed
      Uncommitted Borrowing or from the application of the proceeds therefrom, which
      constitutes an Event of Default or would constitute an Event of Default but
      for
      the requirement that notice be given or time elapse or both.

    


    
      	 	
              Very
                truly yours,

               

              The
                Stanley Works

              


              


              By______________________

              Name:

              Title:

            


    

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    


    EXHIBIT
      D

    


    FORM
      OF
      QUOTE

    


    


    [Date]

    


    THE
      STANLEY WORKS

    1000
      Stanley Drive

    New
      Britain, CT 06050

    


    
      	
              Re:

            	
              the
                Amended and Restated Credit Agreement dated as of February 27, 2008
                among
                The Stanley Works, certain Lenders parties thereto, and Citibank,
                N.A., as
                Administrative Agent for said Lenders (as amended, modified or
                supplemented from time to time, the "Credit
                Agreement")

            


    

    


    Ladies
      and Gentlemen:

    


    The
      undersigned, [Name of Lender], refers to the above referenced Credit Agreement.
      Capitalized terms used herein and not otherwise defined herein shall have the
      meanings assigned to such terms in the Credit Agreement. The undersigned hereby
      makes [a] Quote[s] pursuant to Section 2.13 of the Credit Agreement, in response
      to the Quote Request made by the Company on       ,
      and in
      response thereto, sets forth below the terms on which such Quote[s] [is] [are]
      made:

    


    (i)
      The
      principal amount of the Uncommitted Advance is $          
      .

    


    (ii)
      The
      Type of Uncommitted Advance is [Fixed Rate] [Floating Rate].

    


    (iii)
      The
      Floating Rate Margin in the case of a Floating Rate Advance,  
      or the
      Fixed Rate in the case of a Fixed Rate Advance, is          .6 

    


    The
      undersigned hereby confirms that it is prepared, subject to the conditions
      set
      forth in the Credit Agreement, to extend credit to the Company upon acceptance
      by the Company of this Quote in accordance with Section 2.13(d) of the Credit
      Agreement.

    


    
      	 	
              Very
                truly yours,

              


              [NAME
                OF LENDER]

              


              By_____________________

              Name:

              Title:

            


    

     

    ________________

     

    5 Clauses
      (i) through (iii) should be repeated as to each additional offer being
      made.

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    


    EXHIBIT
      E

    


    FORM
      OF
      ACCEPTANCE

    


    


    [Date]

    


    Citibank,
      N.A., as Administrative Agent

    for
      the
      Lenders parties

    to
      the
      Credit Agreement

    referred
      to below

    388
      Greenwich Street 

    New
      York,
      NY 10013

    Attn:
      [________]

    


    
      	
              Re:

            	
              the
                Amended and Restated Credit Agreement, dated as of February 27, 2008
                (as
                amended, modified or supplemented from time to time, the "Credit
                Agreement")
                among the undersigned, certain Lenders parties thereto, and Citibank,
                N.A., as Administrative Agent for said
                Lenders

            


    

    


    Ladies
      and Gentlemen:

    


    The
      undersigned, The Stanley Works, refers to the above referenced Credit Agreement.
      Capitalized terms used herein and not otherwise defined herein shall have the
      meanings assigned to such terms in the Credit Agreement. In accordance with
      Section 2.13 of the Credit Agreements, we have received [a] Quote/Quotes in
      connection with our Quote Request, dated     
      ,
      for
      [an] Uncommitted Borrowing[s] to occur on    ____   
      ,
      and in
      accordance with Section 2.13(d) of the Credit Agreement, we hereby accept the
      following offer/offers for the Interest Period of [ ]:

    


    Principal
      Amount    Fixed
      Rate/Floating Rate    Lender

    
 

    
      	 	
              Very
                truly yours,

              


              The
                Stanley Works

               

              


              By________________________

              Name:

              Title:

            


    

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    EXHIBIT
      F-1

    


    FORM
      OF
      OPINION OF COUNSEL TO THE BORROWER

    


    


    February
      __, 2008

    


    


    To
      each
      of the Lenders listed on

    Schedule
      I hereto and to

    Citibank,
      N.A., as Administrative Agent

    For
      the
      Lenders

    


    
      	 	
              Re:

            	
              The
                $800,000,000 Amended and Restated Credit Agreement among The Stanley
                Works, the Lenders party thereto and Citibank, N.A., as Administrative
                Agent

            


    

    


    Ladies
      and Gentlemen:

    


    We
      have
      acted as special counsel to The Stanley Works, a Connecticut corporation (the
      “Borrower”) in connection with the negotiation, execution and delivery of that
      certain $800,000,000 Amended and Restated Credit Agreement, dated as of the
      date
      hereof, by and among the Borrower, the lenders party thereto (the “Lenders”) and
      Citibank, N.A., as administrative agent for the Lenders (in such capacity,
      the
“Administrative Agent”) (the “Credit Agreement”).

     

    This
      opinion is being delivered pursuant to Section 3.01(d) of the Credit Agreement.
      Capitalized terms used herein and not expressly defined herein have the
      definitions specified in the Credit Agreement.

     

    In
      addition to the Credit Agreement, we have examined originals, certified copies
      or copies otherwise identified as being true copies of the
      following:

     

    
      	 	
              (a)

            	
              the
                Restated Certificate of Incorporation of the Borrower, dated September
                11,
                1998, filed with the Connecticut Secretary of State’s office on September
                15, 1998, certified by the Secretary of the Borrower as of the date
                hereof,

            


    

     

    
      	 	
              (b)

            	
              the
                Bylaws of the Borrower as in effect as of the date hereof, as certified
                by
                the Secretary of the Borrower as of the date
                hereof;

            


    

     

    
      	 	
              (c)

            	
              the
                resolutions duly adopted at a meeting of the Board of Directors of
                the
                Borrower on ___________, ____ authorizing, among other things, the
                execution, delivery and performance by the Borrower of the Credit
                Agreement and the transactions contemplated
                thereby;

            


    

     

    
      	 	
              (d)

            	
              the
                Certificate of Legal Existence of the Borrower as of __________,
                ____
                issued by the Connecticut Secretary of
                State;

            


    

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    
      	 	
              (e)

            	
              the
                Certificate of the General Counsel of the Borrower, dated as of the
                date
                hereof, a copy of which is attached hereto as Exhibit
                A
                (the “Borrower’s Certificate”);

            


    

     

    
      	 	
              (f)

            	
              a
                copy of the Borrower’s Annual Report on Form 10-K for the year ended
                January 1, ____ (the “Form 10-K”) filed with the Securities and Exchange
                Commission;

            


    

     

    With
      your
      concurrence, the opinions hereafter expressed, whether or not qualified by
      language such as "to our knowledge", are based solely upon (1) our review of
      the
      Credit Agreement,
      (2)
      inquiry among members of our firm that have given substantive attention to
      the
      negotiation of the
      Credit Agreement,
      and (3)
      such review of published sources of law as we have deemed necessary. This firm,
      in rendering legal opinions, customarily makes certain assumptions which are
      described in Schedule
      A
      hereto.
      In the course of our representation of the Borrower in connection with this
      transaction, nothing has come to our attention which causes us to believe
      reliance upon any of those assumptions is inappropriate, and, with your
      concurrence, the opinions hereafter expressed are based upon those assumptions.
      Our opinions hereafter expressed are limited to the laws of the State of New
      York, the corporate laws of the State of Connecticut and Federal law.


    


    The
      opinions hereafter expressed with respect to the enforceability of any
      provisions of the
      Credit Agreement
      or any
      rights or remedies granted to the Lenders or the Administrative Agent under
      the
      Credit Agreement,
      are
      subject to the general qualifications that such rights and remedies may be
      subject to and affected by:

    


    (i)
       applicable
      bankruptcy, insolvency, reorganization, receivership, moratorium, or assignment
      for the benefit of creditors laws and other laws affecting the rights and
      remedies of creditors generally, including without limitation laws regarding
      fraudulent transfers, fraudulent conveyances, preferences, avoidance, automatic
      stay and turn-over;

    


    (ii) general
      principles of equity, including without limitation those governing the
      availability of equitable remedies, affording equitable defenses, requiring
      good
      faith, fair dealing and reasonableness in the performance and enforcement of
      a
      contract, and affording defenses based upon unconscionability, lack of notice,
      impracticability or impossibility of performance;

    


    (iii) general
      rules of contract law with respect to matters such as the election of remedies,
      the limits of severability, mutuality of obligations, and opportunity to cure,
      limitations on the enforceability of indemnification, contribution or
      exculpation provisions under applicable securities laws or otherwise and
      limitations on the enforceability of provisions that are in violation of public
      policy; and

    


    (iv) determination
      by the courts in which litigation may be instituted that certain provisions
      of
the
      Credit Agreement
      pertaining to the payment of legal expenses, including attorneys' fees, the
      waiving of hearings, the designation of federal and state courts as having
      jurisdiction and/or venue are reasonable and comply with, or are permitted
      by,
      applicable constitutional provisions and by applicable laws, regulations and
      rules of court.

    


    We
      express no opinion as to the enforceability of any provision in the
      Credit Agreement
      which
      purports to excuse or indemnify the Lenders or the Administrative Agent from
      any
      liability for negligent or intentional acts or omissions. We note that our
      opinion in paragraph 1 below as to the good standing of the Borrower are limited
      to the information provided in the certificate of the Secretary of State of
      the
      State of Connecticut to the effect that Borrower has legal
      existence.

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    


    We
      express no opinion concerning any provision in the
      Credit Agreement
      which
      purports to (i) establish evidentiary standards or make determinations
      conclusive, (ii) waive any rights which may not by law be waived (including
      the
      rights to notice and hearing), or (iii) effectuate any provision contained
      in
the
      Credit Agreement
      which
      purports to limit the Lenders’ or the Administrative Agent’s liability. The
      provisions of the
      Credit Agreement
      regarding the declaration of a default or event of default may be subject to
      enforcement of a court imposed standard of materiality in determining whether
      an
      actionable event of default exists. 

    


    Based
      upon and subject to the foregoing, we are of the opinion that:

    


    1. The
      Borrower is a corporation validly existing and in good standing under the laws
      of the State of Connecticut.

     

    2. The
      execution, delivery and performance by the Borrower of the Credit Agreement
      and
      the consummation of the transaction contemplated thereby are within the power
      and authority of the Borrower and have been duly authorized by all necessary
      proceedings under the organizational documents of the Borrower, and did not
      and
      do not (i) violate or conflict with any provision of the organizational
      documents of the Borrower, (ii) violate or conflict with any law, rule or
      regulation of any governmental authority applicable to the Borrower, (iii)
      require the Borrower to obtain any approval, consent or waiver of, or make
      any
      filing with, any governmental agency or body (other than approvals, consents
      or
      waivers already obtained or filings already made), (iv) require the consent
      or
      authorization of, or approval by, or notice to, any party to any material
      contract or agreement of which we have knowledge to which the Borrower is a
      party, except for such consents, authorizations, approvals or notices that
      (assuming the power and authority of the consenting entity and the authority
      and
      capacity of the person signing on its behalf) have been obtained or made, or
      (v)
      violate or conflict with any judgment, order or decree of which we have
      knowledge to which the Borrower is a party or by which any of its assets or
      properties is bound.

     

    3. The
      Credit Agreement has been duly executed and delivered by the Borrower; and
      the
      Credit Agreement constitutes the legal, valid and binding obligations of the
      Borrower, enforceable against it in accordance with its terms.

     

    4. The
      Borrower is not an “investment
      company,”
or
      a
      company “controlled”
by
      an
“investment
      company,”
within
      the meaning of the Investment Company Act of 1940, as amended.

     

    This
      opinion is rendered to you for your benefit in connection with the transactions
      contemplated by the Credit Agreement and may not be delivered to, or relied
      upon
      by, any other party without our prior written consent.

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    
      	 	
              Very
                truly yours,

              


              BROWN
                RUDNICK BERLACK ISRAELS LLP

               

              _________________________________________

            


    

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    


    SCHEDULE
      A

    


    BROWN
      RUDNICK BERLACK ISRAELS LLP

    STANDARD
      ASSUMPTIONS

    


    In
      rendering legal opinions in third party transactions, Brown Rudnick Berlack
      Israels LLP makes certain customary assumptions described below:

    


    1. Each
      natural person executing the Credit Agreement and has sufficient legal capacity
      to enter into the Credit Agreement and perform the transactions contemplated
      thereby.

    


    2. Each
      person other than the Borrower has all requisite power and authority and has
      taken all necessary corporate or other action to enter into the Credit
      Agreement, to the extent necessary to make the Credit Agreement enforceable
      against it.

    


    3. Each
      person other than the Borrower has complied with all legal requirements
      pertaining to its status as such status relates to its rights to enforce the
      Credit Agreement against the Borrower.

    


    4. All
      documents examined by us in connection with rendering this opinion are accurate,
      complete and authentic, each original is authentic, each copy conforms to an
      authentic original and (other than signatures on behalf of the Borrower) all
      signatures are genuine.

    


    5. All
      official public records are accurate, complete and properly indexed and
      filed.

    


    6. There
      has
      not been any mutual mistake of fact or misunderstanding, fraud, duress, or
      undue
      influence by or among any of the parties to the Credit Agreement.

    


    7. The
      conduct of the parties to the Credit Agreement has complied in the past and
      will
      comply in the future with any requirement of good faith, fair dealing and
      conscionability.

    


    8. Each
      person other than the Borrower has acted in good faith and without notice of
      any
      defense against the enforcement of any rights created by, or adverse claim
      to
      any property or security interest transferred or created as part of, the
      Transaction.

    


    9. There
      are
      no agreements or understandings among the parties to or bound by the Credit
      Agreement, and there is no usage of trade or course of prior dealing among
      such
      parties, that would define, modify, waive, or qualify the terms of the Credit
      Agreement.

    


    10. The
      Borrower will not in the future take any discretionary action (including a
      decision not to act) permitted under the Credit Agreement that would result
      in a
      violation of law or constitute a breach or default under the Credit Agreement
      or
      court or administrative orders, writs, judgments and decrees that name the
      Borrower.

    


    11. The
      Borrower will obtain all permits and governmental approvals not required at
      the
      time of the closing of the transactions contemplated by the Credit Agreement
      but
      which are subsequently required, and will take all actions similarly required,
      relevant to subsequent consummation of the transactions or performance of the
      Credit Agreement.

    


    12. All
      parties to or bound by the Credit Agreement will act in accordance with, and
      will refrain from taking any action that is forbidden by, the terms and
      conditions of the Credit Agreement.

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    


    BORROWER’S
      CERTIFICATE

    


    I,
      Bruce
      H. Beatt, am the General Counsel of The Stanley Works (the “Borrower”). I
      understand that, pursuant to Section 3.01(d) of that certain Amended and
      Restated Credit Agreement, dated as of the date hereof (the “Credit Agreement”),
      among the Borrower, the lenders party thereto (the “Lenders”) and Citibank,
      N.A., as administrative agent for the Lenders, Brown Rudnick Berlack Israels
      LLP
      is relying upon this certificate and the statements made herein in rendering
      certain legal opinions. Capitalized terms used herein but not otherwise defined
      shall have the meaning set forth in the Credit Agreement.

     

    With
      regard to the foregoing, on behalf of the Borrower, I certify that, as of the
      date hereof:

     

    1. Based
      solely and exclusively on conversations with Craig A. Douglas, Treasurer of
      the
      Borrower:

     

    a. The
      value
      of all securities owned by the Borrower (excluding those by majority-owned
      Subsidiaries of the Borrower) does not exceed ten percent (10%) of the value
      of
      the Borrower’s total assets;

     

    b. Less
      than
      twenty-five percent (25%) of the assets of the Borrower on a consolidated basis
      and on an unconsolidated basis consist of the margin stock (as such term is
      defined in Regulation U of the Board of Governors of the Federal Reserve
      System); and

     

    c. The
      Borrower is primarily engaged, directly or through a wholly-owned Subsidiary
      or
      Subsidiaries, in a business of businesses other than that of investing,
      reinvesting, owning, holding or trading in securities and is not engaged and
      does not propose to engage in the business of investing, reinvesting, owning,
      holding or trading in securities, and does not own or propose to acquire
      investment securities having a value exceeding forty percent (40%) of the value
      of the Borrower’s total assets (exclusive of government securities and cash
      items) on an unconsolidated basis.

     

    2. Based
      solely and exclusively on interviews of the officers of the Borrower responsible
      for its financing activities and the lawyers under my supervision, the
      execution, delivery and performance by the Borrower of any of its obligations
      under the Credit Agreement does not and will not require the Borrower to obtain
      any approval, consent or waiver of, or make any filing with, any governmental
      agency or body (other than approvals, consents or waivers already obtained
      or
      filings already made), require the consent or authorization of, or approval
      by,
      or notice to, any party to any material contract or agreement to which the
      Borrower is a party, except for such consents, authorizations, approvals or
      notices that (assuming the power and authority of the consenting entity and
      the
      authority and capacity of the person signing on its behalf) have been obtained
      or made, or violate or conflict with any judgment, order or decree to which
      the
      Borrower is a party or by which any of its assets or properties is
      bound.

     

    In
      Witness Whereof, I have executed this certificate as of February __,
      2008.

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    
      	 	
              By: ______________________________

              Name: Bruce
                H. Beatt

              Title: Vice
                President, General Counsel and Secretary

            


    

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    EXHIBIT
      F-2

    


    


    FORM
      OF OPINION OF SPECIAL NEW YORK COUNSEL TO

    THE
      ADMINISTRATIVE AGENT

    


    


    February
      27, 2008

    


    


    To
      the
      Lenders that are parties to the

    Amended
      and Restated Credit Agreement referred 

    to
      below
      and Citibank, N.A., as Administrative

    Agent
      for
      such Lenders (the "Administrative
      Agent")

    


    Ladies
      and Gentlemen:

    


    We
      have
      acted as special New York counsel to the Administrative Agent in connection
      with
      the $800,000,000 Amended and Restated Credit Agreement dated as of February
      27,
      2008 (the "Credit
      Agreement")
      between The Stanley Works, a Connecticut corporation (the "Company"),
      the
      financial institutions referred to as "Lenders" in the Credit Agreement (the
      "Lenders")
      and
      the Administrative Agent, amending and restating the $550,000,000 Credit
      Agreement dated as of December, 1 2005 (the "Existing
      Credit Agreement").
      Terms
      defined in the Credit Agreement have the same respective defined meanings when
      used herein.

    


    In
      rendering the opinions expressed below, we have examined an executed counterpart
      of the Credit Agreement. In our examination, we have assumed the genuineness
      of
      all signatures, the authenticity of all documents submitted to us as originals
      and the conformity with authentic original documents of all documents submitted
      to us as copies. When relevant facts were not independently established, we
      have
      relied upon representations made in or pursuant to the Credit Agreement or
      in
      certificates delivered by or on behalf of the Company pursuant thereto. We
      have
      also assumed that the Credit Agreement has been duly authorized, executed and
      delivered by, and (except, to the extent set forth below, as to the Company
      and
      the Designated Borrowers) constitutes a legal, valid, binding and enforceable
      obligation of, all of the parties thereto, that all signatories thereto have
      been duly authorized and that all such parties are duly organized and validly
      existing and have the power and authority (corporate or other) to execute,
      deliver and perform the same, and that all authorizations, approvals or consents
      of (including without limitation all foreign exchange control approvals), and
      all filings or registrations with, any governmental or regulatory authority
      or
      agency of any Designated Borrower's jurisdiction of organization (including
      the
      central bank of any such jurisdiction, if applicable) required for the making
      and performance by such Designated Borrower of the Credit Agreement shall have
      been obtained or made and shall be in effect at the time of any Borrowing by
      such Designated Borrower.

    


    In
      addition, we have assumed that (i) all Persons that are, immediately before
      the
      Effective Date, parties to the Existing Credit Agreement have executed and
      delivered the Credit Agreement, and (ii) notice by the Administrative Agent
      to
      the Company confirming the occurrence of the Effective Date is being given
      contemporaneously with the delivery of this opinion.

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    


    Based
      upon and subject to the foregoing and subject also to the comments and
      qualifications set forth below, and having considered such questions of law
      as
      we have deemed necessary as a basis for the opinions expressed below, we are
      of
      the opinion that the Credit Agreement constitutes a legal, valid and binding
      obligation of the Company and each Designated Borrower, enforceable against
      the
      Company and such Designated Borrower in accordance with its terms, except as
      may
      be limited by bankruptcy, insolvency, reorganization, fraudulent conveyance
      or
      transfer, moratorium or other similar laws relating to or affecting the rights
      of creditors generally, and, with respect to the Designated Borrowers, to the
      possible judicial application of foreign laws or governmental action affecting
      the rights of creditors generally, and except as the enforceability of the
      Credit Agreement is subject to the application of general principles of equity
      (regardless of whether considered in a proceeding in equity or at law),
      including without limitation (i) the possible unavailability of specific
      performance, injunctive relief or any other equitable remedy and (ii) concepts
      of materiality, reasonableness, good faith and fair dealing.

    


    The
      foregoing opinions are also subject to the following comments and
      qualifications:

    


    (A)
      The
      enforceability of provisions in the Credit Agreement to the effect that terms
      may not be waived or modified except in writing may be limited under certain
      circumstances.

    


    (B)
      The
      enforceability of Section 8.04(c) of the Credit Agreement may be limited by
      laws limiting the enforceability of provisions exculpating or exempting a party
      from, or requiring indemnification of a party for, liability for its own action
      or inaction, to the extent the action or inaction involves gross negligence,
      recklessness, willful misconduct or unlawful conduct.

    


    (C)
      We
      express no opinion as to (i) the effect of the laws of any jurisdiction in
      which
      any Lender is located (other than New York) that limits the interest, fees
      or
      other charges it may impose for the loan or use of money or other credit, (ii)
      Section 2.09(b) of the Credit Agreement, (iii) the last sentence of
      Section 8.05 of the Credit Agreement,
      (iv) Section 8.13(a) of the Credit Agreement insofar as such
      sentence relates to the subject-matter jurisdiction of the United States
      District Court for the Southern District of New York to adjudicate any
      controversy related to the Credit Agreement, (iv) the waiver of inconvenient
      forum set forth in Section 8.13(c) of the Credit Agreement with respect to
      proceedings in the United States District Court for the Southern District of
      New
      York, and (v) Section 8.14 of the Credit Agreement.

    


    (D)
      We
      wish to point out with reference to obligations stated to be payable in a
      currency other than Dollars that (i) a New York statute provides that a judgment
      rendered by a court of the State of New York in respect of an obligation
      denominated in such other currency would be rendered in such other currency
      and
      would be converted into Dollars at the rate of exchange prevailing on the date
      of entry of the judgment and (ii) a judgment rendered by a Federal court sitting
      in the State of New York in respect of an obligation denominated in such other
      currency may be expressed in Dollars, but we express no opinion as to the rate
      of exchange such Federal court would apply.

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    


    (E)
      We
      express no opinion as to the last paragraph of any Designation Letter delivered
      pursuant to Section 2.14 of the Credit Agreement to the extent it relates
      to immunity acquired after the date of execution and delivery of such
      Designation Letter.

    


    (F)
      Section 9.02 of the Credit Agreement may not be enforceable to the extent
      that the Guaranteed Obligations as defined therein are materially
      modified.

    


    The
      foregoing opinions are limited to matters involving the Federal laws of the
      United States and the law of the State of New York, and we do not express any
      opinion as to the law of any other jurisdiction. Without limiting the foregoing,
      we do not hold ourselves out as experts on, or purport to advise on, the laws
      of
      the jurisdiction of organization of any Designated Borrower

    


    This
      opinion letter is provided to you by us as special New York counsel to the
      Administrative Agent pursuant to Section 3.01(d) of the Credit Agreement
      and may not be relied upon by any other person or for any purpose other than
      in
      connection with the transactions contemplated by the Credit Agreement without
      our prior written consent in each instance.

     

    
      	 	Very truly
              yours,


    

    


    EKM/BMT

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    


    EXHIBIT
      G

    ASSIGNMENT
      AND ACCEPTANCE

    


    Reference
      is made to the Amended and Restated Credit Agreement dated as of February 27,
      2008 (as amended or modified from time to time, the "Credit
      Agreement")
      among
      The Stanley Works, a Connecticut corporation (the "Company"),
      the
      Lenders (as defined in the Credit Agreement) and Citibank, N.A., as
      Administrative Agent for the Lenders (the "Administrative
      Agent").
      Terms
      defined in the Credit Agreement are used herein with the same
      meaning.

    


    The
      "Assignor" and the "Assignee" referred to on Schedule I hereto agree as
      follows:

    


    1.
      The
      Assignor hereby sells and assigns to the Assignee, and the Assignee hereby
      purchases and assumes from the Assignor, an interest in and to the Assignor's
      rights and obligations under the Credit Agreement as of the date hereof (other
      than in respect of Uncommitted Advances and Uncommitted Notes) equal to the
      percentage interest specified on Schedule 1 hereto of all outstanding rights
      and
      obligations under the Credit Agreement (other than in respect of Uncommitted
      Advances and Uncommitted Notes). After giving effect to such sale and
      assignment, the Assignee's Commitment and the amount of the Committed Advances
      owing to the Assignee will be as set forth on Schedule 1
      hereto.

    


    2.
      The
      Assignor (i) represents and warrants that it is the legal and beneficial
      owner of the interest being assigned by it hereunder and that such interest
      is
      free and clear of any adverse claim; (ii) makes no representation or
      warranty and assumes no responsibility with respect to any statements,
      warranties or representations made in or in connection with the Credit Agreement
      or the execution, legality, validity, enforceability, genuineness, sufficiency
      or value of the Credit Agreement or any other instrument or document furnished
      pursuant thereto; (iii) makes no representation or warranty and assumes no
      responsibility with respect to the financial condition of the Company or the
      performance or observance by the Company of any of its obligations under the
      Credit Agreement or any other instrument or document furnished pursuant thereto;
      and (iv) attaches the Committed Note held by the Assignor and requests that
      the Administrative
      Agent
      exchange
      such Committed Note for a new Committed Note payable to the order of the
      Assignee in an amount equal to the Commitment assumed by the Assignee pursuant
      hereto or new Committed Notes payable to the order of the Assignee in an amount
      equal to the Commitment assumed by the Assignee pursuant hereto and the Assignor
      in an amount equal to the Commitment retained by the Assignor under the Credit
      Agreement, respectively, as specified on Schedule 1 hereto.

    


    3.
      The
      Assignee (i) confirms that it has received a copy of the Credit Agreement,
      together with copies of the financial statements referred to in
      Section 4.01 thereof and such other documents and information as it has
      deemed appropriate to make its own credit analysis and decision to enter into
      this Assignment and Acceptance; (ii) agrees that it will, independently and
      without reliance upon the Administrative Agent, the Assignor or any other Lender
      and based on such documents and information as it shall deem appropriate at
      the
      time, continue to make its own credit decisions in taking or not taking action
      under the Credit Agreement; (iii) appoints and authorizes the
      Administrative Agent to take such action as agent on its behalf and to exercise
      such powers and discretion under the Credit Agreement as are delegated to the
      Administrative Agent by the terms thereof, together with such powers and
      discretion as are reasonably incidental thereto; (iv) agrees that it will
      perform in accordance with their terms all of the obligations that by the terms
      of the Credit Agreement are required to be performed by it as a Lender; (v)
      agrees, for the benefit of the Company, that it will be bound by the terms
      and
      provisions of the Credit Agreement to the same extent as if it were an original
      party thereto; and (vi) attaches any U.S. Internal Revenue Service forms
      required under Section 8.09 of the Credit Agreement.

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    


    4.
      Following the execution of this Assignment and Acceptance, it will be delivered
      to the Administrative Agent for acceptance and recording by the Administrative
      Agent. The effective date for this Assignment and Acceptance (the "Effective
      Date")
      shall
      be the date of acceptance hereof by the Administrative Agent, unless otherwise
      specified on Schedule 1 hereto.

    


    5.
      Upon
      such acceptance and recording by the Administrative Agent, as of the Effective
      Date, (i) the Assignee shall be a party to the Credit Agreement and, to the
      extent provided in this Assignment and Acceptance, have the rights and
      obligations of a Lender thereunder and (ii) the Assignor shall, to the
      extent provided in this Assignment and Acceptance, relinquish its rights and
      be
      released from its obligations under the Credit Agreement.

    


    6.
      Upon
      such acceptance and recording by the Administrative Agent, from and after the
      Effective Date, the Administrative Agent shall make all payments under the
      Credit Agreement and the Committed Notes in respect of the interest assigned
      hereby (including, without limitation, all payments of principal, interest
      and
      facility fees with respect thereto) to the Assignee. The Assignor and Assignee
      shall make all appropriate adjustments in payments under the Credit Agreement
      and the Committed Notes for periods prior to the Effective Date directly between
      themselves.

    


    7.
      This
      Assignment and Acceptance shall be governed by, and construed in accordance
      with, the law of the State of New York.

    


    8.
      This
      Assignment and Acceptance may be executed in any number of counterparts and
      by
      different parties hereto in separate counterparts, each of which when so
      executed shall be deemed to be an original and all of which taken together
      shall
      constitute one and the same agreement. Delivery of an executed counterpart
      of
      Schedule 1 to this Assignment and Acceptance by telecopier shall be effective
      as
      delivery of a manually executed counterpart of this Assignment and
      Acceptance.

    


    IN
      WITNESS WHEREOF, the Assignor and the Assignee have caused Schedule 1 to
      this Assignment and Acceptance to be executed by their officers thereunto duly
      authorized as of the date specified thereon.

     

    
      	 	
              By__________________________

              Name:

              Title:

              


              By__________________________

              Name:

              Title:

              


              By__________________________

              Name:

              Title:

            


    

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    Schedule
      1

    to

    Assignment
      and Acceptance

    


    
      	
              Percentage
                interest assigned:

            	
              ________%

            
	 	 
	
              Assignee's
                Commitment:

            	
              $__________

            
	 	 
	
              Aggregate
                outstanding principal amount of Committed Advances
                assigned:

            	
              
                $__________

              

            
	 	 
	
              Principal
                amount of Committed Note payable
                to Assignee:

            	
              $__________

            
	 	 
	
              Principal
                amount of Committed Note payable
                to Assignor:

            	
              $__________

            
	 	 
	
              Effective
                Date6:

            	
              _______________,
                200_

            


    

     

    
      	 	
              [NAME
                OF ASSIGNOR],

              as
                Assignor

              


              By________________________

              Name:

              Title:

              


              Dated:
                _______________, 200_

              


              


              [NAME
                OF ASSIGNEE],

              as
                Assignee

              


              By_________________________

              Name:

              Title:

              


              Dated:
                _______________, 200_

            


    

     

    _____________________

     

    6 This
      date
      should be no earlier than five Business Days after the delivery of this
As-signment
      and Acceptance to the Agent.

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    


    Domestic
      Lending Office:

    [Address]

    


    Eurocurrency
      Lending Office:

    [Address]

     

    Accepted
      this__________ day

    of
      _______________, 200_

    


    Citibank,
      N.A., as Administrative Agent

    


    By                      

    Name:

    Title:

    


    


    [Approved
      this __________ day

    of
      _______________, 200_

    


    The
      Stanley Works

    


    By                      

    Name:

    Title:

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    


    EXHIBIT
      H-1

    


    PROMISSORY
      NOTE

    (Committed
      Advances)

    


    
      
        	[$][€][£]           	
                Dated:                              

              


      

    

    


    


    FOR
      VALUE
      RECEIVED, the undersigned, [THE
      STANLEY WORKS,
      a
      Connecticut corporation] [DESIGNATED BORROWER, a [________] corporation] (the
      "Borrower"),
      HEREBY PROMISES TO PAY to the order of [NAME OF LENDER] (the "Lender")
      the
      principal sum of [$][€][£]            
      or,
      if
      less, the aggregate principal amount of all Committed Advances made by the
      Lender to the Borrower pursuant to the Credit Agreement referred to below
      outstanding on the Termination Date, and such amount shall be paid on or prior
      to the Termination Date as provided in the Credit Agreement referred to
      below.

    


    Capitalized
      terms used herein and not defined herein shall have the meanings provided in
      the
      Credit Agreement referred to below. 

    


    The
      Borrower promises to pay interest on the principal amount of each Committed
      Advance from the date of such Advance until such principal amount is paid in
      full, at such interest rates, and payable at such times, as are specified in
      the
      Credit Agreement referred to below.

    


    Both
      principal of and interest on each Committed Advance are payable in the Currency
      in which such Advance was denominated to Citibank, N.A., as Administrative
      Agent, at the Administrative Agent's Account in the Principal Financial Center
      for such Currency for the account of the Lender, in same day funds. Each
      Committed Advance made by the Lender to the Borrower and the maturity thereof,
      and all payments made on account of the principal amount thereof, shall be
      recorded by the Lender and, prior to any transfer hereof, endorsed on the grid
      attached hereto which is a part of this Promissory Note, which recordation
      shall
      be conclusive and binding absent manifest error but the failure to make such
      recording shall not have any effect on the Lender's rights
      hereunder.

    


    This
      Promissory Note is one of the Committed Notes referred to in, and is entitled
      to
      the benefits of, the Amended and Restated Credit Agreement dated as of February
      27, 2008 (as amended, modified or supplemented from time to time, the
      "Credit
      Agreement),
      among
      [The Stanley Works/the Borrower], certain Designated Borrowers (if any), the
      Lender and certain other lenders parties thereto, and Citibank, N.A., as
      Administrative Agent for the Lender and such other lenders. The Credit
      Agreement, among other things, (i) provides for the making of Committed Advances
      by the Lender to the Borrower from time to time in an aggregate amount not
      to
      exceed at any time outstanding the Dollar amount first above mentioned, the
      indebtedness of the Borrower resulting from each such Committed Advance being
      evidenced by this Promissory Note, and (ii) contains provisions for acceleration
      of the maturity hereof upon the happening of certain stated events and also
      for
      prepayments on account of principal hereof prior to the maturity hereof upon
      the
      terms and conditions therein specified.

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    
      	 	
              [THE
                STANLEY WORKS]

              [DESIGNATED
                BORROWER]

              


               

              By_____________________

              Name:

              Title:

              


              


              By_____________________

              Name:

              Title:

            


    

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    


    EXHIBIT
      H-2

    


    


    PROMISSORY
      NOTE

    (Uncommitted
      Advances)

    


    
      	[$][€][£]_________ 	
              Dated:                            

            


    

    


    FOR
      VALUE
      RECEIVED, the undersigned, [THE STANLEY WORKS, a Connecticut
      corporation,][DESIGNATED BORROWER, a [__________] corporation] (the
      "Borrower"),
      HEREBY PROMISES TO PAY to the order of [NAME OF LENDER] (the "Lender")
      the
      aggregate principal amount of all Uncommitted Advances made by the Lender to
      the
      Borrower pursuant to the Credit Agreement referred to below and such amount
      shall be paid in the amounts and on the dates provided in the Credit Agreement
      referred to below.

    


    Capitalized
      terms used herein and not defined herein shall have the meanings provided in
      the
      Credit Agreement referred to below.

    


    The
      Borrower promises to pay interest on the principal amount of each Uncommitted
      Advance from the date of such Advance until such principal amount is paid in
      full, at such interest rates, and payable at such times, as are specified in
      the
      Credit Agreement referred to below.

    


    Both
      principal and interest are payable in the Currency in which such Advance was
      denominated to Citibank, N.A., as Administrative Agent, at the Administrative
      Agent’s Account in the Principal Financial Center for such Currency for the
      account of the Lender, in same day funds. Each Uncommitted Advance made by
      the
      Lender to the Borrower and the maturity thereof, and all payments made on
      account of the principal amount thereof, shall be recorded by the Lender and,
      prior to any transfer hereof, endorsed on the grid attached hereto which is
      a
      part of this Promissory Note, which recordation shall be conclusive and binding
      absent manifest error but the failure to make such recording shall not have
      any
      effect on the Lender's rights hereunder.

    


    This
      Promissory Note is one of the Uncommitted Notes referred to in, and is entitled
      to the benefits of, the Amended and Restated Credit Agreement dated as of
      February 27, 2008 (as amended, modified or supplemented from time to time,
      the
      "Credit
      Agreement"),
      among
      [The Stanley Works/the Borrower], certain Designated Borrowers (if any), the
      Lender and certain other lenders parties thereto, and Citibank, N.A., as
      Administrative Agent for the Lender and such other Lenders. The Credit
      Agreement, among other things, (i) provides for the making of Uncommitted
      Advances by the Lender to the Borrower from time to time, the indebtedness
      of
      the Borrower resulting from each such Uncommitted Advance being evidenced by
      this Promissory Note, and (ii) contains provisions for acceleration of the
      maturity hereof upon the happening of certain stated events and also for
      prepayments on account of principal hereof prior to the maturity hereof upon
      the
      terms and conditions therein specified.

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    
      	 	
              [THE
                STANLEY WORKS]

              [DESIGNATED
                BORROWER]

              


              


              By________________________

              Name:

              Title:

              


              


              By________________________

              Name:

              Title:

            


    

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    


    EXHIBIT
      I

    


    


    FORM
      OF
      DESIGNATION LETTER

    


    [Date]

    


    


    To
      Citibank, N.A.,

    as
      Administrative Agent

    388
      Greenwich Street 

    New
      York,
      NY 10013

    


    Attention:  [__________]

    


    Ladies
      and Gentlemen:

    


    We
      make
      reference to the $800,000,000 Amended and Restated Credit Agreement dated as
      of
      February 27, 2008 (the "Credit
      Agreement")
      among
      The Stanley Works (the "Company"),
      certain Designated Borrowers (if any), the Lenders party thereto and
      Citibank, N.A., as Administrative Agent. Terms defined in the Credit
      Agreement are used herein as defined therein.

    


    The
      Company hereby designates [____________] (the "Designated
      Borrower"),
      a
      corporation duly incorporated under the laws of [_____________] and a
      Subsidiary, as a Company in accordance with Section 2.14 of the Credit
      Agreement.

    


    The
      Designated Borrower hereby accepts the above designation and hereby expressly
      and unconditionally accepts all of the obligations of a Borrower under the
      Credit Agreement, adheres to the Credit Agreement and agrees and confirms that,
      upon your execution and return to the Company of the enclosed copy of this
      letter, it shall be a Borrower for all purposes of the Credit Agreement, joins
      in each of the waivers, appointments and submissions in Article VIII
      thereof, and will perform and comply with the terms and provisions of the Credit
      Agreement applicable to it as if it had originally executed the Credit Agreement
      as a Borrower. The Designated Borrower hereby authorizes and empowers the
      Company to act as its representative and attorney-in-fact for the purposes
      of
      signing documents and giving and receiving notices (including notices of
      Borrowing under the Credit Agreement) and other communications in connection
      with the Credit Agreement and the transactions contemplated thereby and for
      the
      purposes of modifying or amending any provision of the Credit Agreement and
      further agrees that the Administrative Agent and each Lender may conclusively
      rely on the foregoing authorization.

    


    The
      Designated Borrower represents and warrants to the Administrative Agent and
      each
      Lender the following:

    


    
      	 	
              (a)

            	
              Corporate
                Existence.
                The Designated Borrower is an entity duly organized and validly existing
                under the laws of its jurisdiction of
                formation.

            


    

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    
      	 	
              (b)

            	
              Corporate
                Authorization, Etc.
                The performance of its obligations under the Credit Agreement and
                the
                execution, delivery and performance by the Designated Borrower of
                this
                Designation Letter and any Note executed by the Designated Borrower
                are
                within the Designated Borrower’s corporate powers, have been duly
                authorized by all necessary corporate action and do not contravene
                (i) the
                Designated Borrower’s charter documents of (ii) any law or contractual
                restriction binding on or affecting the Designated
                Borrower.

            


    

     

    
      	 	
              (c)

            	
              No
                Approvals.
                No authorization, approval or action by, and no notice to or filing
                with,
                any governmental authority or regulatory body is required for the
                due
                execution, delivery and performance by the Designated Borrower’s of this
                Designation Letter and any Note executed by the Designated Borrower
                or the
                performance of its obligations under the Credit
                Agreement.

            


    

     

    
      	 	
              (d)

            	
              Enforceability.
                Each of the Credit Agreement and this Designation Letter is and,
                upon
                issuance and delivery thereof in accordance with the Credit Agreement,
                each Note executed by the Designated Borrower will be the legal,
                valid and
                binding obligations of the Designated Borrower, enforceable against
                the
                Designated Borrower in accordance with their respective
                terms.

            


    

     

    
      	 	
              (e)

            	
              Investment
                Company.
                The Designated Borrower is not an "investment company" within the
                meaning
                of the Investment Company Act of 1940, as
                amended.

            


    

     

    
      	 	
              (f)

            	
              No
                Defaults.
                The Designated Borrower is not in default under or with respect to
                any
                agreement, instrument or undertaking to which it is a party or by
                which it
                or any of its property is bound in any respect which could reasonably
                be
                expected to result in a Material Adverse
                Effect.

            


    

     

    
      	 	
              (g)

            	
              Use
                of Proceeds, Etc.
                All proceeds of each Advance made to the Designated Borrower will
                be used
                by it only in accordance with the provisions of Section 2.12 of the
                Credit
                Agreement. It is not, nor will be, engaged in the business of extending
                credit for the purpose of buying or carrying Margin Stock and no
                proceeds
                of any Advance will be used by it to extend credit to others for
                the
                purpose of buying or carrying any Margin Stock. Neither the making
                of any
                Advance to the Designated Borrower nor the use of the proceeds thereof
                will violate or be inconsistent with the provisions of Regulations
                U or X
                issued by the Board of Governors of the Federal Reserve
                System.

            


    

     

    The
      Designated Borrower agrees that the address set forth below its name at the
      shall be its "Address for Notices" for all purposes of the Credit Agreement
      (including Section 8.13 thereof). The Designated Borrower acknowledges its
      receipt of the notice of each Lender, provided pursuant to the requirements
      of
      the USA PATRIOT
      Act
      (Title III of Pub. L. 107-56 (signed into law October 26, 2001)), set forth
      in
      Section 8.15 of the Credit Agreement.

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    


    To
      the
      extent that the Designated Borrower or any of its Property has or hereafter
      may
      acquire, in any jurisdiction in which judicial proceedings may at any time
      be
      commenced with respect to the Credit Agreement or any other Loan Document,
      any
      immunity from jurisdiction, legal proceedings, attachment (whether before or
      after judgment), execution, judgment or set-off, the Designated Borrower hereby
      irrevocably agrees not to claim and hereby irrevocably waives such
      immunity.

     

    
      	 	
              THE
                STANLEY WORKS

              


              


              By________________________

              Name:

              Title:

              


              


              By________________________

              Name:

              Title:

              


              


              [NAME
                OF DESIGNATED BORROWER]

              


              


              By________________________

              Name:

              Title:

              


              Address
                for Notices:

              [_________________]

              [_________________]

              [_________________]

              


              Attention:  [____________]

              Telecopier:  [____________]

              Telephone:  [____________]

            


    

    


    ACCEPTED
      AND AGREED:

    


    CITIBANK,
      N.A.,

    as
      Administrative Agent

    


    


    By________________________

    Name:

    Title:

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    


    EXHIBIT
      J

    


    


    FORM
      OF
      TERMINATION LETTER

    


    


    [Date]

    


    


    To
      Citibank, N.A.,

    as
      Administrative Agent

    388
      Greenwich Street 

    New
      York,
      NY 10013

    


    Attention:  [__________]

    


    Ladies
      and Gentlemen:

    


    We
      make
      reference to the $800,000,000 Amended and Restated Credit Agreement dated as
      of
      February 27, 2008 (the "Credit
      Agreement")
      among
      The Stanley Works (the "Company"),
      certain Designated Borrowers (if any), the Lenders party thereto and
      Citibank, N.A., as Administrative Agent. Terms defined in the Credit
      Agreement are used herein as defined therein.

    


    The
      Company hereby terminates the status as a Designated Borrower of
      [_________________], a corporation incorporated under the laws of
      [_______________], in accordance with Section 2.14 of the Credit Agreement,
      effective as of the date of receipt of this notice by the Administrative Agent.
      The undersigned hereby represents and warrants that all principal and interest
      on any Advance of the above-referenced Designated Borrower and all other amounts
      payable by such Designated Borrower pursuant to the Credit Agreement have been
      paid in full on or prior to the date hereof. Notwithstanding the foregoing,
      this
      Termination Letter shall not affect any obligation which by the terms of the
      Credit Agreement survives termination thereof.

     

    
      	 	
              THE
                STANLEY WORKS

              


              


              By________________________

              Name:

              Title:

               

              
                By________________________

                Name:

                Title: