Common use of Disclosed Litigation Clause in Contracts

Disclosed Litigation. On May 16, 2006, Snap-on reached an agreement to settle certain legal matters related to certain then current and former franchisees on a class basis. The court gave its final approval to the class settlement on October 27, 2006. Under the terms of the settlement, Snap-on agreed to make payments to claimants and class counsel, plus incur certain other costs and expenses. Snap-on recorded a $38.0 million pretax charge in the second quarter of 2006 representing its best estimate to settle these legal matters. As of June 30, 2007, the majority of the settlement funds, including payments to the class participants made in the first quarter of 2007, have been disbursed. Snap-on has not admitted any wrongdoing by way of this settlement. U.S.$ Dated: , 200 FOR VALUE RECEIVED, the undersigned, SNAP-ON INCORPORATED, a Delaware corporation (the “Borrower”), HEREBY PROMISES TO PAY to the order of (the “Lender”) for the account of its Applicable Lending Office on the Termination Date applicable to the Lender (each as defined in the Credit Agreement referred to below) the principal sum of U.S.$[amount of the Lender’s Commitment in figures] or, if less, the aggregate principal amount of the Revolving Credit Advances made by the Lender to the Borrower pursuant to the Five Year Credit Agreement dated as of [ ], 2007 among the Borrower, the Lender and certain other lenders parties thereto, X.X. Xxxxxx Securities Inc. and Citigroup Global Markets Inc., as joint lead arrangers and joint bookrunners, and JPMorgan Chase Bank, N.A., as Agent for the Lender and such other lenders (as amended or modified from time to time, the “Credit Agreement”; the terms defined therein being used herein as therein defined) outstanding on such date. The Borrower promises to pay interest on the unpaid principal amount of each Revolving Credit Advance from the date of such Revolving Credit 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. Both principal and interest in respect of each Revolving Credit Advance (i) in Dollars are payable in lawful money of the United States of America to the Agent at its account maintained at [ ], in same day funds and (ii) in any Committed Currency are payable in such currency at the applicable Payment Office in same day funds. Each Revolving Credit Advance owing to the Lender by the Borrower pursuant to the Credit Agreement, and all payments made on account of principal thereof, shall be recorded by the Lender and, prior to any transfer hereof, endorsed on the grid attached hereto which is part of this Promissory Note. This Promissory Note is one of the Revolving Credit Notes referred to in, and is entitled to the benefits of, the Credit Agreement. The Credit Agreement, among other things, (i) provides for the making of Revolving Credit Advances by the Lender to the Borrower from time to time in an aggregate amount not to exceed at any time outstanding the U.S. dollar amount first above mentioned, the indebtedness of the Borrower resulting from each such Revolving Credit Advance being evidenced by this Promissory Note, (ii) contains provisions for determining the Dollar Equivalent of Revolving Credit Advances denominated in Committed Currencies and (iii) 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. By Title: U.S.$ Dated: , 200 FOR VALUE RECEIVED, the undersigned, SNAP-ON INCORPORATED, a Delaware corporation (the “Borrower”), HEREBY PROMISES TO PAY to the order of (the “Lender”) for the account of its Applicable Lending Office (as defined in the Amended and Restated 364-Day Credit Agreement dated as of [ ], 2007 among the Borrower, the Lender and certain other lenders parties thereto, X.X. Xxxxxx Securities Inc. and Citigroup Global Markets Inc., as joint lead arrangers and joint bookrunners, and JPMorgan Chase Bank, N.A. (“JPMCB”), as Agent for the Lender and such other lenders (as amended or modified from time to time, the “Credit Agreement”; the terms defined therein being used herein as therein defined)), on , 200 , the principal amount of [U.S.$ ] [for a Competitive Bid Advance in a Foreign Currency, list currency and amount of such Advance]. The Borrower promises to pay interest on the unpaid principal amount hereof from the date hereof until such principal amount is paid in full, at the interest rate and payable on the interest payment date or dates provided below: Interest Rate: % per annum (calculated on the basis of a year of days for the actual number of days elapsed). Both principal and interest are payable in lawful money of to JPMCB, as agent, for the account of the Lender at the office of , at in same day funds. This Promissory Note is one of the Competitive Bid Notes referred to in, and is entitled to the benefits of, the Credit Agreement. The Credit Agreement, among other things, contains provisions for acceleration of the maturity hereof upon the happening of certain stated events. The Borrower hereby waives presentment, demand, protest and notice of any kind. No failure to exercise, and no delay in exercising, any rights hereunder on the part of the holder hereof shall operate as a waiver of such rights. This Promissory Note shall be governed by, and construed in accordance with, the laws of the State of New York. SNAP-ON INCORPORATED By Title: JPMorgan Chase Bank, N.A., as Agent for the Lenders parties to the Credit Agreement referred to below [ ] Attention: Loan Services Department Ladies and Gentlemen: The undersigned, SNAP-ON INCORPORATED, refers to the Five Year Credit Agreement, dated as of [ ], 2007 (as amended or modified from time to time, the “Credit Agreement”, the terms defined therein being used herein as therein defined), among the undersigned, certain Lenders parties thereto, X.X. Xxxxxx Securities Inc. and Citigroup Global Markets Inc., as joint lead arrangers and joint bookrunners, and JPMorgan Chase Bank, N.A. (“JPMCB”), as 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 Revolving Credit Borrowing under the Credit Agreement, and in that connection sets forth below the information relating to such Revolving Credit Borrowing (the “Proposed Revolving Credit Borrowing”) as required by Section 2.02(a) of the Credit Agreement:

Disclosed Litigation. On May 16See the description in the Borrower’s Consolidated financial statements under the note captioned “Environmental and Other Commitments and Contingencies” appearing in the Borrower’s Annual Report on Form 10-K for the fiscal year ended December 31, 2006, Snap2005 and in the Borrower’s Quarterly Report on Form 10-on reached an agreement to settle certain legal matters related to certain then current and former franchisees on a class basis. The court gave its final approval to Q for the class settlement on October 27fiscal quarter ended April 1, 2006. Under the terms of the settlementPepsi-Cola General Bottlers, SnapInc. P-on agreed to make payments to claimants and class counselAmericas, plus incur certain other costs and expenses. Snap-on recorded a $38.0 million pretax charge in the second quarter of 2006 representing its best estimate to settle these legal matters. As of June 30, 2007, the majority of the settlement funds, including payments to the class participants made in the first quarter of 2007, have been disbursed. Snap-on has not admitted any wrongdoing by way of this settlement. Inc. U.S.$ Dated: , 200 FOR VALUE RECEIVED, the undersigned, SNAP-ON INCORPORATEDPepsiAmericas, Inc., a Delaware corporation (the “Borrower”), HEREBY PROMISES TO PAY to the order of (the “Lender”) for the account of its Applicable Lending Office on the later of the Termination Date applicable to such Lender and the Lender date designated pursuant to Section 2.07 of the Credit Agreement (each as defined in the Credit Agreement referred to below) the principal sum of U.S.$[amount of the Lender’s Commitment in figures] or, if less, the aggregate principal amount of the Revolving Credit Advances made by the Lender to the Borrower pursuant to the Five Year Credit Agreement dated as of [ ]June 6, 2007 2006 among the Borrower, the Lender and certain other lenders parties thereto, X.X. Xxxxxx Securities Inc. and Citigroup Global Markets Inc.Citibank, as joint lead arrangers and joint bookrunners, and JPMorgan Chase Bank, N.A., N.A. as Agent for the Lender and such other lenders (as amended or modified from time to time, the “Credit Agreement”; the terms defined therein being used herein as therein defined) outstanding on such date. The Borrower promises to pay interest on the unpaid principal amount of each Revolving Credit Advance from the date of such Revolving Credit 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. Both principal and interest in respect of each Revolving Credit Advance (i) in Dollars are payable in lawful money of the United States of America to the Agent Citibank, as Agent, at its account maintained at [ ]000 Xxxxxxxxx Xxxxxx, in same day funds and (ii) in any Committed Currency are payable in such currency at the applicable Payment Office Xxx Xxxx, Xxx Xxxx 00000, in same day funds. Each Revolving Credit Advance owing to the Lender by the Borrower pursuant to the Credit Agreement, and all payments made on account of principal thereof, shall be recorded by the Lender and, prior to any transfer hereof, endorsed on the grid attached hereto which is part of this Promissory Note. This Promissory Note is one of the Revolving Credit Notes referred to in, and is entitled to the benefits of, the Credit Agreement. The Credit Agreement, among other things, (i) provides for the making of Revolving Credit Advances by the Lender to the Borrower from time to time in an aggregate amount not to exceed at any time outstanding the U.S. dollar amount first above mentioned, the indebtedness of the Borrower resulting from each such Revolving Credit Advance being evidenced by this Promissory Note, Note and (ii) contains provisions for determining the Dollar Equivalent of Revolving Credit Advances denominated in Committed Currencies and (iii) 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. PEPSIAMERICAS, INC. By Title: U.S.$ Dated: , 200 FOR VALUE RECEIVED, the undersigned, SNAP-ON INCORPORATEDPepsiAmericas, Inc., a Delaware corporation (the “Borrower”), HEREBY PROMISES TO PAY to the order of (the “Lender”) for the account of its Applicable Lending Office (as defined in the Amended and Restated 364-Day Five Year Credit Agreement dated as of [ ]June 6, 2007 2006 among the Borrower, the Lender and certain other lenders parties thereto, X.X. Xxxxxx Securities Inc. and Citigroup Global Markets Inc.Citibank, as joint lead arrangers and joint bookrunners, and JPMorgan Chase Bank, N.A. (“JPMCB”)N.A., as Agent for the Lender and such other lenders (as amended or modified from time to time, the “Credit Agreement”; the terms defined therein being used herein as therein defined)), on , 200 , the principal amount of [U.S.$ ] [for a Competitive Bid Advance in a Foreign Currency, list currency and amount of such Advance]. The Borrower promises to pay interest on the unpaid principal amount hereof from the date hereof until such principal amount is paid in full, at the interest rate and payable on the interest payment date or dates provided below: Interest Rate: % per annum (calculated on the basis of a year of days for the actual number of days elapsed). Both principal and interest are payable in lawful money of the United States of America to JPMCBCitibank, as agent, for the account of the Lender at the office of Citibank, at 000 Xxxxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000 in same day funds. This Promissory Note is one of the Competitive Bid Notes referred to in, and is entitled to the benefits of, the Credit Agreement. The Credit Agreement, among other things, contains provisions for acceleration of the maturity hereof upon the happening of certain stated events. The Borrower hereby waives presentment, demand, protest and notice of any kind. No failure to exercise, and no delay in exercising, any rights hereunder on the part of the holder hereof shall operate as a waiver of such rights. This Promissory Note shall be governed by, and construed in accordance with, the laws of the State of New York. SNAP-ON INCORPORATED PEPSIAMERICAS, INC. By Title: JPMorgan Chase BankCitibank, N.A., as Agent for the Lenders parties to the Credit Agreement referred to below [ Xxx Xxxxx Xxx Xxx Xxxxxx, Xxxxxxxx 00000 [Date] Attention: Bank Loan Services Syndications Department Ladies and Gentlemen: The undersigned, SNAP-ON INCORPORATEDPepsiAmericas, Inc., refers to the Five Year Credit Agreement, dated as of [ ]June 6, 2007 2006 (as amended or modified from time to time, the “Credit Agreement”, the terms defined therein being used herein as therein defined), among the undersigned, certain Lenders parties theretothereto and Citibank, X.X. Xxxxxx Securities Inc. and Citigroup Global Markets Inc., as joint lead arrangers and joint bookrunners, and JPMorgan Chase Bank, N.A. (“JPMCB”)N.A., as 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 Revolving Credit Borrowing under the Credit Agreement, and in that connection sets forth below the information relating to such Revolving Credit Borrowing (the “Proposed Revolving Credit Borrowing”) as required by Section 2.02(a) of the Credit Agreement:

Disclosed Litigation. On May 16, 2006, Snap-on reached an agreement to settle certain legal matters related to certain then current and former franchisees on a class basis. The court gave its final approval to the class settlement on October 27, 2006. Under the terms of the settlement, Snap-on agreed to make payments to claimants and class counsel, plus incur certain other costs and expenses. Snap-on recorded a $38.0 million pretax charge in the second quarter of 2006 representing its best estimate to settle these legal matters. As of June 30, 2007, the majority of the settlement funds, including payments to the class participants made in the first quarter of 2007, have been disbursed. Snap-on has not admitted any wrongdoing by way of this settlement. U.S.$ None EXHIBIT A-1 - FORM OF REVOLVING CREDIT PROMISSORY NOTE U.S.$_______________ Dated: _______________, 200 200_ FOR VALUE RECEIVED, the undersigned, SNAP-ON INCORPORATEDMonsanto Company, a Delaware corporation (the “"Borrower”"), HEREBY PROMISES TO PAY to the order of ____________________ (the “"Lender”") for the account of its Applicable Lending Office on the later of the Termination Date applicable and the date designated pursuant to Section 2.06 of the Lender Credit Agreement (each as defined in the Credit Agreement referred to below) the principal sum of U.S.$[amount of the Lender’s 's Commitment in figures] or, if less, the aggregate principal amount of the Revolving Credit Advances made by the Lender to the Borrower pursuant to the Five Year 364-Day Credit Agreement dated as of [ ]July 17, 2007 2002 among the Borrower, the Lender and certain other lenders parties thereto, X.X. Xxxxxx Securities Inc. and Citigroup Global Markets Inc., as joint lead arrangers and joint bookrunners, and JPMorgan Chase BankCitibank, N.A., as Agent for the Lender and such other lenders lenders, Salomon Smith Barney Inc. and J.P. Morgan Securities Inc., as joinx xxxx xxxxxxexx xxx co-bookruxxxxx, XXXxrgan Chase Bank, as syndication agent, and Commerzbank AG, New York and Grand Cayman Branches, The Bank of Tokyo-Mitsubishi, Ltd. and Bank One, NA, as co-documentation agents (as amended or modified from time to time, the “"Credit Agreement”"; the terms defined therein being used herein as therein defined) ), outstanding on such date. The Borrower promises to pay interest on the unpaid principal amount of each Revolving Credit Advance from the date of such Revolving Credit 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. Both principal and interest in respect of each Revolving Credit Advance (i) in Dollars are payable in lawful money of the United States of America to the Agent Citibank, N.A., as Agent, at its account maintained at [ ]399 Park Avenue, in same day funds and (ii) in any Committed Currency are payable in such currency at the applicable Payment Office New York, New York 10043, in same day funds. Each Revolving Credit Advance owing to the Lender Xxxxxxxxx Xxxxxx Xxxxxxx xxxxx xx xxx Xxnder by the Borrower pursuant to the Credit Agreement, and all payments made on account of principal thereof, shall be recorded by the Lender and, prior to any transfer hereof, endorsed on the grid attached hereto which is part of this Promissory Note. This Promissory Note is one of the Revolving Credit Notes referred to in, and is entitled to the benefits of, the Credit Agreement. The Credit Agreement, among other things, (i) provides for the making of Revolving Credit Advances by the Lender to the Borrower from time to time in an aggregate amount not to exceed at any time outstanding the U.S. dollar amount first above mentioned, the indebtedness of the Borrower resulting from each such Revolving Credit Advance being evidenced by this Promissory Note, and (ii) contains provisions for determining the Dollar Equivalent of Revolving Credit Advances denominated in Committed Currencies and (iii) 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. By MONSANTO COMPANY By____________________________ Title: U.S.$ Dated: , 200 FOR VALUE RECEIVED, the undersigned, SNAP-ON INCORPORATED, a Delaware corporation (the “Borrower”), HEREBY PROMISES TO PAY to the order of (the “Lender”) for the account of its Applicable Lending Office (as defined in the Amended and Restated 364-Day Credit Agreement dated as of [ ], 2007 among the Borrower, the Lender and certain other lenders parties thereto, X.X. Xxxxxx Securities Inc. and Citigroup Global Markets Inc., as joint lead arrangers and joint bookrunners, and JPMorgan Chase Bank, N.A. (“JPMCB”), as Agent for the Lender and such other lenders (as amended or modified from time to time, the “Credit Agreement”; the terms defined therein being used herein as therein defined)), on , 200 , the principal amount of [U.S.$ ] [for a Competitive Bid Advance in a Foreign Currency, list currency and amount of such Advance]. The Borrower promises to pay interest on the unpaid principal amount hereof from the date hereof until such principal amount is paid in full, at the interest rate and payable on the interest payment date or dates provided below: Interest Rate: % per annum (calculated on the basis of a year of days for the actual number of days elapsed). Both principal and interest are payable in lawful money of to JPMCB, as agent, for the account of the Lender at the office of , at in same day funds. This Promissory Note is one of the Competitive Bid Notes referred to in, and is entitled to the benefits of, the Credit Agreement. The Credit Agreement, among other things, contains provisions for acceleration of the maturity hereof upon the happening of certain stated events. The Borrower hereby waives presentment, demand, protest and notice of any kind. No failure to exercise, and no delay in exercising, any rights hereunder on the part of the holder hereof shall operate as a waiver of such rights. This Promissory Note shall be governed by, and construed in accordance with, the laws of the State of New York. SNAP-ON INCORPORATED By By____________________________ Title: JPMorgan Chase Bank, N.A., as Agent for the Lenders parties to the Credit Agreement referred to below [ ] Attention: Loan Services Department Ladies and Gentlemen: The undersigned, SNAP-ON INCORPORATED, refers to the Five Year Credit Agreement, dated as of [ ], 2007 (as amended or modified from time to time, the “Credit Agreement”, the terms defined therein being used herein as therein defined), among the undersigned, certain Lenders parties thereto, X.X. Xxxxxx Securities Inc. and Citigroup Global Markets Inc., as joint lead arrangers and joint bookrunners, and JPMorgan Chase Bank, N.A. (“JPMCB”), as 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 Revolving Credit Borrowing under the Credit Agreement, and in that connection sets forth below the information relating to such Revolving Credit Borrowing (the “Proposed Revolving Credit Borrowing”) as required by Section 2.02(a) of the Credit Agreement: