PURCHASE CONTRACT AND PLEDGE AGREEMENT Dated as of November 5, 2010 among Stanley Black & Decker, Inc. and The Bank of New York Mellon Trust Company, National Association, as Purchase Contract Agent, and HSBC Bank USA, National Association, as...Purchase Contract and Pledge Agreement • November 9th, 2010 • Stanley Black & Decker, Inc. • Cutlery, handtools & general hardware • New York
PURCHASE CONTRACT AND PLEDGE AGREEMENT, dated as of November 5, 2010 among Stanley Black & Decker, Inc., a Connecticut corporation (the “Company”), The Bank of New York Mellon Trust Company, National Association, not individually, but acting solely as purchase contract agent for, and as attorney-in-fact of, the Holders from time to time of the Units (in such capacities, together with its successors and assigns in such capacities, the “Purchase Contract Agent”), and HSBC Bank USA, National Association, as collateral agent hereunder for the benefit of the Company (in such capacity, together with its successors in such capacity, the “Collateral Agent”), as custodial agent (in such capacity, together with its successors in such capacity, the “Custodial Agent”), and as securities intermediary (as defined in Section 8-102(a)(14) of the UCC) with respect to the Collateral Account (in such capacity, together with its successors in such capacity, the “Securities Intermediary”).
SECOND SUPPLEMENTAL INDENTURE Dated as of November 5, 2010 Between STANLEY BLACK & DECKER, INC., Issuer and HSBC BANK USA, NATIONAL ASSOCIATION, TrusteeSupplemental Indenture • November 9th, 2010 • Stanley Black & Decker, Inc. • Cutlery, handtools & general hardware • New York
THIS SECOND SUPPLEMENTAL INDENTURE, dated as of November 5, 2010 (this “Supplemental Indenture”), is between Stanley Black & Decker, Inc., a Connecticut corporation (the “Company”), and HSBC Bank USA, National Association, not in its individual capacity but solely as trustee (the “Trustee”) under the Indenture, dated as of November 22, 2005, between the Company and the Trustee (the “Indenture”).
STANLEY BLACK & DECKER, INC.Junior Subordinated Note Agreement • November 9th, 2010 • Stanley Black & Decker, Inc. • Cutlery, handtools & general hardware
STANLEY BLACK & DECKER, INC., a Connecticut corporation (the “Company”, which term includes any successor corporation under the Indenture hereinafter referred to), for value received, hereby promises to pay to The Bank of New York Mellon Trust Company, National Association, as Purchase Contract Agent and attorney-in-fact for holders of Corporate Units (as defined in the Indenture hereinafter referred to), the principal sum [of Dollars ($ )]1 [as set forth in the Schedule of Increases or Decreases in Note attached hereto, which amount shall not exceed $[ ]]2, on November 17, 2018 (the “Maturity Date”) and to pay interest thereon from the original issuance date hereof or the most recent Interest Payment Date to which interest has been paid or duly provided for, subject to deferral at the Company’s election as set forth in Section 2.06 of the Supplemental Indenture (defined herein), quarterly in arrears on February 17, May 17, August 17, and November 17 of each year (each, an “Interest Pa
