MASCO CORPORATION, Issuer AND THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., Trustee Subordinated Indenture Dated as ofSubordinated Indenture • February 12th, 2016 • Masco Corp /De/ • Millwood, veneer, plywood, & structural wood members • New York
INDENTURE, dated as of , between MASCO CORPORATION, a corporation duly organized and existing under the laws of the State of Delaware (herein called the “Company”), and THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., a national banking association, as Trustee (herein called the “Trustee”).
MASCO CORPORATION and As Depositary and HOLDERS OF DEPOSITARY RECEIPTS DEPOSIT AGREEMENT Dated as ofDeposit Agreement • February 12th, 2016 • Masco Corp /De/ • Millwood, veneer, plywood, & structural wood members • New York
DEPOSIT AGREEMENT, dated as of among Masco Corporation, a Delaware corporation, , a existing under the laws of the State of , as Depositary, and all holders from time to time of Receipts issued hereunder.
MASCO CORPORATION UNDERWRITING AGREEMENT STANDARD PROVISIONS (Debt Securities) February 12, 2016Underwriting Agreement • February 12th, 2016 • Masco Corp /De/ • Millwood, veneer, plywood, & structural wood members • New York
If any of the Underwriters shall fail or refuse to purchase Underwriters’ Securities which the Underwriters have agreed to purchase hereunder, and the aggregate principal amount of Underwriters’ Securities which such defaulting Underwriter agreed but failed or refused to purchase is not more than one-tenth of the aggregate principal amount of Securities, the other Underwriters shall be obligated, in the proportions which the principal amount of Securities set forth opposite their names in Schedule 1 to the Underwriting Agreement bears to the aggregate principal amount of Securities, or in such other proportions as the Underwriters may specify, to purchase the Underwriters’ Securities which such defaulting Underwriter agreed but failed or refused to purchase; provided, that in no event shall the principal amount of Securities which any Underwriter has agreed to purchase pursuant to Article I of the Underwriting Agreement be increased pursuant to this paragraph by an amount in excess of
UNDERWRITING AGREEMENTUnderwriting Agreement • February 12th, 2016 • Masco Corp /De/ • Millwood, veneer, plywood, & structural wood members
Masco Corporation, a Delaware corporation (the “Company”), proposes to issue and sell to the several Underwriters listed in Schedule 1 hereto (the “Underwriters”), for whom you are acting as representative(s) (the “Representative(s)”), $[●] principal amount of its [Notes] due 20[●] (the “Securities”) having the terms set forth in Schedule 2 hereto. The Securities will be issued pursuant to an Indenture dated as of [●] between the Company and The Bank of New York Mellon Trust Company, N.A.[, as successor trustee] (the “Trustee”)[, as amended and supplemented by the Supplemental Indenture dated as of [●]] ([collectively,] the “Indenture”).
