(c) if the ratings established by S&P and Moody's shall fall within different levels, the Applicable
Margin, the Applicable Percentage and the Applicable Utilization Fee shall be based upon the higher rating
therefrom; provided, however, that, if the lower of such ratings is two levels below the higher of such ratings, the
Applicable Margin, the Applicable Percentage and the Applicable Utilization Fee shall be set in accordance with the
level that is in the middle of such levels; and provided further, however, that, if the lower of such ratings is more
than two levels below the higher of such ratings, the Applicable Margin, the Applicable Percentage and the
Applicable Utilization Fee shall be deemed to be the average of the Applicable Margins, the Applicable Percentages
or the Applicable Utilization Fees, as the case may be, that correspond to such ratings;
(d) if any rating established by S&P or Moody's shall be changed, such change shall be effective as
of the first Business Day after the date on which such change is announced publicly by the rating agency making
such change; and
(e) if S&P or Moody's shall change the basis on which ratings are established by it, each reference to
the Public Debt Rating announced by S&P or Moody's shall refer to the then equivalent rating by S&P or Moody's,
as the case may be.
"Reference Banks" means Citibank, JPMorgan and Bank of America, N.A. or, in the event that any one of such
banks ceases to be a Lender hereunder at any time, any other commercial bank designated by the Company and approved by
the Required Lenders as constituting a "Reference Bank" hereunder.
"Register" has the meaning specified in Section 9.07(d).
"Related Parties" means, with respect to any Person, such Person’s Affiliates and the partners, directors, officers,
employees, agents and advisors of such Person and of such Person’s Affiliates.
"Reported Net Indebtedness" means, at any date of determination, (a) the consolidated liabilities of the Company
and its Subsidiaries at such date that are for money borrowed or that constitute short-term borrowings or long-term debt less
(b) all cash and cash equivalents of the Company and its Subsidiaries at such date, determined in accordance with GAAP;
provided, however, that calculation of Reported Net Indebtedness shall include the aggregate carrying value of such
indebtedness, excluding any effects of fair value hedges on the carrying value of the indebtedness as imposed by Statement of
Financial Accounting Standards No. 133, as amended and interpreted.
"Required Lenders" means, at any time, Lenders owed at least a majority in interest of the aggregate unpaid
principal amount of all Advances owing to Lenders at such time, or, if no such principal amount is outstanding at such time,
Lenders having at least a majority in interest of the Revolving Credit Commitments at such time.
17
Source: BLACK & DECKER CORP, 10-K, February 19, 2010 Powered by Morningstar
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