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105
EXHIBIT INDEX
STANLEY BLACK & DECKER, INC.
EXHIBIT LIST
Some of the agreements included as exhibits to this Annual Report on Form 10-K (whether incorporated by reference to earlier filings
or otherwise) may contain representations and warranties, recitals or other statements that appear to be statements of fact. These
agreements are included solely to provide investors with information regarding their terms and are not intended to provide any other
factual or disclosure information about the Company or the other parties to the agreements. Representations and warranties, recitals,
and other common disclosure provisions have been included in the agreements solely for the benefit of the other parties to the
applicable agreements and often are used as a means of allocating risk among the parties. Accordingly, such statements (i) should not
be treated as categorical statements of fact; (ii) may be qualified by disclosures that were made to the other parties in connection with
the negotiation of the applicable agreements, which disclosures are not necessarily reflected in the agreement or included as exhibits
hereto; (iii) may apply standards of materiality in a way that is different from what may be viewed as material by or to investors in or
lenders to the Company; and (iv) were made only as of the date of the applicable agreement or such other date or dates as may be
specified in the agreement and are subject to more recent developments.
Accordingly, representations and warranties, recitals or other disclosures contained in agreements may not describe the actual state of
affairs as of the date they were made or at any other time and should not be relied on by any person other than the parties thereto in
accordance with their terms. Additional information about the Company may be found in this Annual Report on Form 10-K and the
Company’s other public filings, which are available without charge through the SEC’s website at http://www.sec.gov.
3.1 (a)
Restated Certificate of Incorporation dated September 15, 1998 (incorporated by reference to Exhibit 3(i) to the
Company’s Quarterly Report on Form 10-Q filed on May 13, 2010).
(b)
Certificate of Amendment to the Restated Certificate of Incorporation dated December 21, 2009 (incorporated by
reference to Exhibit 3(ii) to the Company’s Quarterly Report on Form 10-Q filed on May 13, 2010).
(c)
Certificate of Amendment to the Restated Certificate of Incorporation dated March 12, 2010 (incorporated by
reference to Exhibit 3(iii) to the Company’s Quarterly Report on Form 10-Q filed on May 13, 2010).
(d)
Certificate of Amendment to the Restated Certificate of Incorporation dated November 5, 2010 (incorporated by
reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K filed on November 9, 2010).
3.2 (a)
Amended and Restated Bylaws (incorporated by reference to Exhibit 3.2 to the Company’s Current Report on Form
8-K filed on March 12, 2010).
(b)
Amendment to Amended and Restated Bylaws dated February 15, 2011 (incorporated by reference to Exhibit 3(ii)
to the Company’s Current Report on Form 8-K filed on February 16, 2011).
4.1 (a)
Indenture, dated as of June 26, 1998, by and among Black & Decker Holdings Inc., as Issuer, The Black & Decker
Corporation, as Guarantor, and The First National B
ank of Chicago, as Trustee (incorporated by reference to Exhibit
4.9 to the Company’s Current Report on Form 8-K filed on March 12, 2010).
(b)
First Supplemental Indenture dated as of March 12, 2010, to the Indenture dated as of June 26, 1998, by and among
Black & Decker Holdings, Inc., as issuer, The Black & Decker Corporation, as guarantor and The First National
Bank of Chicago, as trustee (incorporated by reference to Exhibit 4.5 to the Company’s Current Report on Form 8-
K
filed on March 12, 2010).
4.2 (a)
Indenture, dated as of June 5, 2001, between The Black & Decker Corporation and The Bank of New York, as
Trustee (incorporated by reference to Exhibit 4.8 to the Company’s Current Report on Form 8-K filed on March 12,
2010).
(b)
First Supplemental Indenture dated as of March 12, 2010, to the Indenture dated as of June 5, 2001, between The
Black & Decker Corporation and The Bank of New York Mellon (formerly, The Bank of New York), as trustee
(incorporated by reference to Exhibit 4.4 to the Company’s Current Report on Form 8-K filed on March 12, 2010).