0000897101-09-001271 Sample Contracts

The Valspar Corporation 7.250% Notes due 2019 Underwriting Agreement
Underwriting Agreement • June 23rd, 2009 • Valspar Corp • Paints, varnishes, lacquers, enamels & allied prods • New York

Co-Managers: Deutsche Bank Securities Inc. Mitsubishi UFJ Securities (USA), Inc. PNC Capital Markets LLC U.S. Bancorp Investments, Inc. Comerica Securities, Inc.

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THE VALSPAR CORPORATION $300,000,000 7.250% Notes due 2019 THIRD SUPPLEMENTAL INDENTURE Dated as of June 19, 2009 to Indenture Dated as of April 24, 2002 Series Trustee and THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A (as successor to Bank One Trust...
Third Supplemental Indenture • June 23rd, 2009 • Valspar Corp • Paints, varnishes, lacquers, enamels & allied prods • New York

THIRD SUPPLEMENTAL INDENTURE (this “Third Supplemental Indenture”), dated as of June 19, 2009, between THE VALSPAR CORPORATION, a Delaware corporation (the “Company”), U.S. Bank National Association, (the “Series Trustee”), and The Bank of New York Mellon Trust Company, N.A. (as successor to Bank One Trust Company, N.A.) (the “Original Trustee,” and together with the Series Trustee, the “Trustee”).

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