Black & Decker 2012 Annual Report Download - page 125

111
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).
(e)
Certificate of Amendment to the Restated Certificate of Incorporation dated April 17, 2012 (incorporated by
reference to Exhibit 3(i) to the Company’s Quarterly Report on Form 10-Q filed on May 2, 2012).
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).
(c)
Amendment to Amended and Restated Bylaws dated April 17, 2012 (incorporated by reference to Exhibit 3(ii)
to the Company’s Quarterly Report on Form 10-Q filed on May 2, 2012).
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 Bank 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).