Black & Decker CYCLONE BLC12600BUC Manuel d'utilisateur télécharger pdf (Page 210)

EXHIBIT C

FORM OF ASSIGNMENT AND ACCEPTANCE

Reference is made to the Five-Year Credit Agreement dated as of _________, 2007 (as amended, supplemented or

otherwise modified from time to time, the "Credit Agreement"; the terms defined therein, unless otherwise defined herein, being used

herein as therein defined) among The Black & Decker Corporation, Black & Decker Luxembourg Finance S.C.A., Black & Decker

Luxembourg S.àR.L., the Lenders party thereto, Citibank, N.A., as Administrative Agent for the Lenders thereunder (together with

any successor thereto appointed pursuant to Article VIII of the Credit Agreement, the "Administrative Agent"), JPMorgan Chase

Bank, N.A., as Syndication Agent, and Bank of America, N.A., BNP Paribas and Commerzbank AG, as co-syndication agents.

The "Assignor" and the "Assignee" referred to on Schedule 1 hereto agree as follows:

1. The Assignor hereby sells and assigns to the Assignee, and the Assignee hereby purchases and assumes

from the Assignor, an interest in and to the Assignor's rights and obligations under the Credit Agreement as of the date hereof equal to

the percentage interest specified on Schedule 1 hereto of all outstanding rights and obligations under the Credit Agreement. After

giving effect to such sale and assignment, the Assignee's Commitment and the aggregate principal amount of all outstanding Advances

owing to the Assignee will be as set forth on Schedule 1 hereto.

2. The Assignor (a) represents and warrants that it is the legal and beneficial owner of the interest being

assigned by it hereunder and that such interest is free and clear of any adverse claim; (b) makes no representation or warranty and

assumes no responsibility with respect to any statements, warranties or representations made in or in connection with the Credit

Agreement or the execution, legality, validity, enforceability, genuineness, sufficiency or value of the Credit Agreement or any Note,

or any other instrument or document furnished pursuant thereto; (c) makes no representation or warranty and assumes no

responsibility with respect to the financial condition of any Borrower or the performance or observance by any Borrower of any of its

obligations under the Credit Agreement or any Note, or any other instrument or document furnished pursuant thereto; and (d) attaches

the Note, if any, held by the Assignor [and requests that the Administrative Agent exchange such Note for a new Note payable to the

order of the Assignee in an amount equal to the Commitment assumed by the Assignee or new Notes payable to the order of the

Assignee in an amount equal to the Commitment assumed by the Assignee under the Credit Agreement and the Assignor in an amount

equal to the Commitment retained by the Assignor under the Credit Agreement, respectively, as specified on Schedule 1 hereto].

3. The Assignee (a) confirms that it has received a copy of the Credit Agreement, together with copies of the

financial statements referred to in Section 4.01(e) thereof and such other documents and information as it has deemed appropriate to

make its own credit analysis and decision to enter into this Assignment and Acceptance; (b) agrees that it will, independently and

without reliance upon the Administrative Agent, the Assignor or any other Lender and based on such documents and information as it

shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Credit

Agreement; (c) confirms that it is an Eligible Assignee; (d) appoints and authorizes the Administrative Agent to take such action as

agent on its behalf and to exercise such powers and discretion under the Credit Agreement as are delegated to the Administrative

Agent by the terms thereof, together with such powers and discretion as are reasonably incidental thereto; (e) agrees that it will

perform in accordance with their terms all of the obligations that by the terms of the Credit Agreement are required to be performed by

it as a Lender; (f) specifies as its Applicable Lending Offices the offices set forth below its name on the signature page hereof; and

(g) attaches any U.S. Internal Revenue Service forms or any certificates required to be provided by it under Section 2.14 of the Credit

Agreement.

Source: BLACK & DECKER CORP, 10-K, February 19, 2010 Powered by Morningstar

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Black & Decker CYCLONE BLC12600BUC Manuel d'utilisateur Page 210