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,