FIRST AMENDMENT TO LOAN AND GUARANTEE AGREEMENT
THIS FIRST AMENDMENT TO LOAN AND GUARANTEE AGREEMENT is dated as of
February , 1993 among THE STANLEY WORKS SAVINGS AND RETIREMENT TRUST, created
under a certain Trust Agreement, effective as of January 1, 1985, and forming a
part of The Savings Plan for Salaried Employees of The Stanley Works, THE
STANLEY WORKS, a Connecticut corporation, and the LENDERS listed on the
signature pages hereof.
W I T N E S S E T H:
WHEREAS, on June 6, 1989, the parties hereto entered into a certain Loan
and Guarantee Agreement (the "Original Agreement"); and
WHEREAS, the parties now wish to amend Section 7.8(a) of the Original
Agreement;
NOW, THEREFORE, in consideration of the agreements contained herein as
well as in the Original Agreement, the parties hereby agree that Section 7.8(a)
of the Original Agreement is hereby deleted and the following is substituted in
its place:
(a) Sale of Assets; Discontinuance of Business. Sell, lease or
otherwise transfer all or any substantial part of its assets to any other
Person or discontinue or eliminate any business line or segment, provided
that the foregoing shall not prohibit, during any fiscal quarter, a
transfer of assets or the discontinuance or elimination of a business line
or segment (in a single transaction or series of related transactions)
unless the aggregate assets to be so transferred or utilized in a business
line or segment to be so discontinued, when combined with all other assets
transferred and all assets utilized in all other business lines or
segments discontinued, during such fiscal quarter and the immediately
preceding seven fiscal quarters, either (x) constituted more than 20% of
the consolidated total assets (determined in accordance with GAAP) of the
Company and its Consolidated Subsidiaries at the end of the eighth fiscal
quarter immediately preceding such fiscal quarter, or (y) contributed more
than 20% of the aggregate consolidated operating profits (determined in
accordance with GAAP) of the Company and its Consolidated Subsidiaries
during the eight fiscal quarters immediately preceding such fiscal
quarter. Notwithstanding the foregoing, the provisions and limitations of
this Section 7.8(a) shall not be applicable to the following transactions
to which the Company is currently committed or which are currently under
consideration and anticipated by the Company: (A) the sale by the Company,
or by one or more Subsidiaries, in a single transaction or in more than
one transaction whether related or unrelated, of uncollected accounts
receivable (including, without limitation, accounts receivable which the
Company or any Subsidiary has acquired from MAC Tool distributors or other
third parties) in an aggregate face amount of up to $150,000,000 to be
outstanding at any time; . . . as used in this clause (A), the term
"accounts receivable" shall include any right to receive payment of money,
whether on open account or evidenced by an instrument or chattel paper or
otherwise; (B) the sale and liquidation of the Company's 13% equity
investment (having a book value of approximately $20,000,000) in MAX,
Inc., a Japanese corporation; (C) the sale by the Company, or by one or
more Subsidiaries, of real estate, which is currently being considered for
sale/leaseback or is not currently in use in operations, having an
aggregate book value of approximately $50,000,000; and (D) the sale by the
Company, or by one or more Subsidiaries, of miscellaneous tangible assets
having an aggregate book value of approximately $25,000,000.
In all other respects, the Original Agreement, as modified herein, is
ratified and confirmed.
IN WITNESS WHEREOF, the parties have caused this Amendment to be executed
as of the day and year first above written.
TRUST:
THE STANLEY WORKS SAVINGS AND RETIREMENT
TRUST, created under a certain Trust
Agreement, effective as of January 1, 1985,
and forming a part of The Savings Plan for
Salaried Employees of The Stanley Works
By: STATE STREET BANK AND TRUST COMPANY,
not in its individual capacity but
solely as Trustee
By: Ellen B. Campagna
Title: Vice President
By: THE STANLEY WORKS,
Plan Administrator
By: E. J. Leary
Title: Director - Financial Services
COMPANY:
THE STANLEY WORKS
By: Richard Huck
Title: V.P. Finance & CFO
LENDERS:
WACHOVIA BANK AND TRUST COMPANY, N.A.
By: Robert G. Brookby
Title: Senior Vice President - Group
Executive
MASSACHUSETTS MUTUAL LIFE INSURANCE COMPANY
By: Susan L. Wyka
Title: Second Vice President
THE LINCOLN NATIONAL LIFE INSURANCE COMPANY
By: Lincoln National Investment
Management Company, Attorney-in-Fact
By: David C. Patch
Title:
FIRST PENN-PACIFIC LIFE INSURANCE COMPANY
By: Lincoln National Investment
Management Company, Attorney-in-Fact
By: David C. Patch
Title:
SECURITY-CONNECTICUT LIFE INSURANCE
COMPANY-UNIVERSAL LIFE
By: Lincoln National Investment
Management Company, Attorney-in-Fact
By: David C. Patch
Title: