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-1
FORM OF OPINION OF COUNSEL TO THE COMPANY
EXHIBIT C-2
FORM OF OPINION OF COUNSEL TO THE SUBSIDIARY GUARANTOR
EXHIBIT C-3
FORM OF OPINION OF SPECIAL NEW YORK COUNSEL TO THE ADMINISTRATIVE AGENT
EXHIBIT D
FORM OF ASSIGNMENT AND ACCEPTANCE
EXHIBIT E
FORM OF NOTE
EXHIBIT F
FORM OF DESIGNATION LETTER
EXHIBIT G
FORM OF TERMINATION LETTER
(ii)
FOUR YEAR CREDIT AGREEMENT
This FOUR YEAR CREDIT AGREEMENT (as amended, supplemented or otherwise
modified from time to time, the "Agreement") is made as of March 11, 2011
between STANLEY BLACK & DECKER, INC., a Connecticut corporation (the "Company"),
THE BLACK & DECKER CORPORATION, a Maryland corporation (the "Subsidiary
Guarantor"), the banks, financial institutions and other institutional lenders
(the "Initial Lenders") listed on the signature pages hereof, and CITIBANK, N.A.
("Citibank"), as administrative agent (in such capacity, the "Administrative
Agent") for the Lenders (as hereinafter defined).
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(C)(ii).
"Additional Commitment Lender" has the meaning provided in
Section 2.01(C)(ii).
"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.
"Advance" means an advance by a Lender to a Borrower as part of a
Borrowing and refers to a Base Rate Advance or a Eurocurrency Rate Advance, each
of which shall be a "Type" of 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.
"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 Base Rate Margin" means, on any day, a rate per annum
equal to the higher of (a) the Applicable Eurocurrency Margin for such day minus
1.00% and (b) 0.00%.
"Applicable Commitment Fee Rate" means, on any date, a rate per annum
equal to
(i) 0.080% 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