Cravath, Swaine & Moore Sample Contracts

Stanley WorksAgreement and Plan of Merger Among The Stanley Works, Blue Jay Acquisition Corp. and The Black & Decker Corporation (February 2nd, 2010)

We have acted as counsel to The Stanley Works, a Connecticut corporation (“Stanley”), in connection with the Merger, as defined and described in the Agreement and Plan of Merger, dated as of November 2, 2009 (the “Agreement”), by and among Stanley, Blue Jay Acquisition Corp., a Maryland corporation and wholly-owned subsidiary of Stanley (“Sub”), and The Black & Decker Corporation, a Maryland corporation (“Black & Decker”). The time at which the Merger becomes effective is hereafter referred to as the “Effective Time.” For purposes of this opinion, capitalized terms used and not otherwise defined herein shall have the meaning ascribed thereto in the Agreement. This opinion is being delivered in connection with the filing of the registration statement on Form S-4 (Registration No. 333-163509) (as amended, the “Registration Statement”) filed by Stanley with the Securities and Exchange Commission under the Securities Act of 1933, as amended, relating to the proposed Merger pursuant to the

New GulfMark Offshore, Inc.Agreement and Plan of Reorganization by and between GulfMark Offshore, Inc. and New GulfMark Offshore, Inc. (January 22nd, 2010)

This opinion is provided pursuant to Section 5.01(d) of the Reorganization Agreement. In rendering our opinion, we have examined and with your consent are relying upon: (i) the Reorganization Agreement; (ii) the registration statement on Form S-4 relating to the Reorganization and any amendments thereto, which includes the proxy statement and the prospectus (the “Registration Statement”); and (iii) such other documents and corporate records as we have deemed necessary or appropriate for purposes of our opinion. In such examination, we have assumed the genuineness of all signatures, the legal capacity of natural persons, the authenticity of all documents submitted to us as originals, the conformity to original documents of all documents submitted to us as duplicates or certified or conformed copies and the authenticity of the originals of such latter documents. We have not, however, undertaken any independent investigation of any factual matter set forth in any of the foregoing.

Stanley WorksAgreement and Plan of Merger Among The Stanley Works, Blue Jay Acquisition Corp. and The Black & Decker Corporation (December 4th, 2009)

We have acted as counsel to The Stanley Works, a Connecticut corporation (“Stanley”), in connection with the Merger, as defined and described in the Agreement and Plan of Merger, dated as of November 2, 2009 (the “Agreement”), by and among Stanley, Blue Jay Acquisition Corp., a Maryland corporation and wholly-owned subsidiary of Stanley (“Sub”), and The Black & Decker Corporation, a Maryland corporation (“Black & Decker”). The time at which the Merger becomes effective is hereafter referred to as the “Effective Time.” For purposes of this opinion, capitalized terms used and not otherwise defined herein shall have the meaning ascribed thereto in the Agreement. This opinion is being delivered in connection with the filing of the registration statement on Form S-4 (Registration No. [ ]) (as amended, the “Registration Statement”) filed by Stanley with the Securities and Exchange Commission under the Securities Act of 1933, as amended, relating to the proposed Merger pursuant to the Agreeme

New GulfMark Offshore, Inc.Agreement and Plan of Reorganization by and between GulfMark Offshore, Inc. and New GulfMark Offshore, Inc. (December 3rd, 2009)

This opinion is provided pursuant to Section 5.01(d) of the Reorganization Agreement. In rendering our opinion, we have examined and with your consent are relying upon: (i) the Reorganization Agreement; (ii) the registration statement on Form S-4 relating to the Reorganization and any amendments thereto, which includes the proxy statement and the prospectus (the “Registration Statement”); and (iii) such other documents and corporate records as we have deemed necessary or appropriate for purposes of our opinion. In such examination, we have assumed the genuineness of all signatures, the legal capacity of natural persons, the authenticity of all documents submitted to us as originals, the conformity to original documents of all documents submitted to us as duplicates or certified or conformed copies and the authenticity of the originals of such latter documents. We have not, however, undertaken any independent investigation of any factual matter set forth in any of the foregoing.

New GulfMark Offshore, Inc.Agreement and Plan of Reorganization by and between GulfMark Offshore, Inc. and New GulfMark Offshore, Inc. (October 21st, 2009)

This opinion is provided pursuant to Section 5.01(d) of the Reorganization Agreement. In rendering our opinion, we have examined and with your consent are relying upon: (i) the Reorganization Agreement; (ii) the registration statement on Form S-4 relating to the Reorganization and any amendments thereto, which includes the proxy statement and the prospectus (the “Registration Statement”); and (iii) such other documents and corporate records as we have deemed necessary or appropriate for purposes of our opinion. In such examination, we have assumed the genuineness of all signatures, the legal capacity of natural persons, the authenticity of all documents submitted to us as originals, the conformity to original documents of all documents submitted to us as duplicates or certified or conformed copies and the authenticity of the originals of such latter documents. We have not, however, undertaken any independent investigation of any factual matter set forth in any of the foregoing.

National Oilwell Varco IncAgreement and Plan of Merger by and among National Oilwell Varco, Inc., NOV Sub, Inc. and Grant Prideco, Inc. dated as of December 16, 2007 (March 7th, 2008)

We have acted as counsel for Grant Prideco, Inc., a Delaware corporation (“Grant Prideco”), in connection with the Agreement and Plan of Merger (the “Merger Agreement”) dated as of December 16, 2007 by and among National Oilwell Varco, Inc., a Delaware corporation (“National Oilwell”), NOV Sub, Inc., a Delaware corporation and a wholly owned subsidiary of National Oilwell (“Merger Sub”) and Grant Prideco, pursuant to which Grant Prideco will merge with and into Merger Sub (the “Merger”) with Merger Sub as the surviving corporation, on the terms and conditions set forth therein. For purposes of this opinion, capitalized terms used and not otherwise defined herein shall have the meaning ascribed thereto in the Merger Agreement and references herein to the Merger Agreement shall include all exhibits and schedules thereto.

State Street CorpLetterhead of Cravath, Swaine & Moore LLP] (May 18th, 2007)

Re: Agreement and Plan of Merger dated as of February 4, 2007 by and between State Street Corporation and Investors Financial Services Corp.

Constellation Energy Group IncLetterhead of Cravath, Swaine & Moore LLP] (June 23rd, 2006)
Cumulus Media IncEXHIBIT 10.17 AMENDMENT AND RESTATEMENT AGREEMENT dated as of November 18, 2004, among CUMULUS MEDIA INC., a Delaware corporation (the "Borrower"), the Lenders party hereto and JPMORGAN CHASE BANK, N.A. (formerly known as JPMorgan Chase Bank), as ... (March 29th, 2005)
Noble Energy IncOpinion of Cravath, Swaine & Moore LLP] (January 25th, 2005)

Agreement and Plan of Merger by and among Noble Energy, Inc., Noble Energy Production, Inc. and Patina Oil & Gas Corporation dated as of December 15, 2004

Wellsford Real Properties IncRepresentations and Warranties of Seller (November 10th, 2004)
DreamWorks Animation SKG, Inc.Exhibit 10.25 AGREEMENT AND PLAN OF MERGER This Agreement and Plan of Merger (the "Agreement") was made and entered into as of October 7, 2004, and amended and restated as of October 22, 2004, between Pacific Data Images, Inc., a California corporation ... (October 25th, 2004)
DreamWorks Animation SKG, Inc.APPENDIX A (October 12th, 2004)
Cumulus Media Incthereof. This Agreement shall terminate at 5:00 p.m., New York City time, on July 15, 2004, if the Restatement Effective Date shall not have occurred at or prior to such time. SECTION 3. Tranche A1 Term Loans and Tranche E Term Loans; Prepayment of ... (August 6th, 2004)
Istithmar PJSCSTOCK PURCHASE AGREEMENT (this "Agreement"), dated as of July 15, 2004, by and between Caledonia Investments PLC, a company incorporated under the laws of England (the "Seller"), and Istithmar PJSC, a company organized under the laws of Dubai (the ... (July 26th, 2004)
Kerzner International LTDExhibit 99.1 Execution Copy STOCK PURCHASE AGREEMENT (this "Agreement"), dated as of July 15, 2004, by and between Kerzner International Limited, a company incorporated under the laws of The Bahamas (the "Company"), and Istithmar PJSC, a company ... (July 16th, 2004)
Readers Digest Association IncEXECUTION VERSION AMENDMENT AGREEMENT dated as of May 24, 2004 (this "Amendment Agreement"), among THE READER'S DIGEST ASSOCIATION, INC., a Delaware corporation (the "Company"); BOOKS ARE FUN, LTD., QSP, INC., and REIMAN MEDIA GROUP, INC. (the "Borrowing ... (May 24th, 2004)
Boyd Gaming CorpAgreement and Plan of Merger Dated as of February 6, 2004 Among Parent, Sub and Company (March 9th, 2004)

We have acted as counsel for Boyd Gaming Corporation, a Nevada corporation (“Parent”), in connection with the proposed merger (the “Merger”) of Coast Casinos, Inc., a Nevada corporation (“Company”), with and into BGC, Inc., a Nevada corporation and a wholly owned subsidiary of Parent (“Sub”) pursuant to an Agreement and Plan of Merger dated as of February 6, 2004, as amended (the “Merger Agreement”), among Parent, Sub and Company.

Carnival CorpExhibit 10.3 AMENDMENT AND RESTATEMENT AGREEMENT dated as of November 17, 2003, among CARNIVAL CORPORATION (the "Company"), the other borrowers party hereto (the "Borrowing Subsidiaries"), CARNIVAL PLC (the "Guarantor"), the Lenders party hereto and ... (February 25th, 2004)
Advance Auto Parts IncExhibit 10.43 (December 30th, 2003)
Cumulus Media IncEXHIBIT 10.1 AMENDMENT AND RESTATEMENT AGREEMENT dated as of April 28, 2003, among CUMULUS MEDIA INC., a Delaware corporation (the "Borrower"), the Lenders party hereto and JPMORGAN CHASE BANK, as Administrative Agent under the Credit Agreement dated as ... (August 14th, 2003)
Dirsamex Sa De CvEXHIBIT 4.11 (June 30th, 2003)
Argo Tech CorpEXHIBIT 10.1 AMENDMENT AND RESTATEMENT AGREEMENT dated as of January 24, 2003, among ARGO-TECH CORPORATION (the "Borrower"), AT HOLDINGS CORPORATION ("Holdings"), the Lenders party hereto and JPMORGAN CHASE BANK, as Administrative Agent, under the Credit ... (March 11th, 2003)
Level 3 Communications IncEXECUTION COPY AMENDMENT AND RESTATEMENT AGREEMENT dated as of August 23, 2002 (this "Amendment Agreement"), among LEVEL 3 COMMUNICATIONS, INC. ("Level 3"), LEVEL 3 COMMUNICATIONS, LLC, LEVEL 3 INTERNATIONAL SERVICES, INC., LEVEL 3 INTERNATIONAL, INC., ... (August 26th, 2002)
Advance Auto Parts IncEXHIBIT 10.47 AMENDMENT AND RESTATEMENT AGREEMENT dated as of June 28, 2002, among ADVANCE STORES COMPANY, INCORPORATED, a Virginia corporation (the "Borrower"), ADVANCE AUTO PARTS, INC., a Delaware corporation ("Holdings"), the Lenders party hereto and ... (August 14th, 2002)
Tyson Foods IncContract (July 30th, 2002)
Kansas City SouthernEXECUTION VERSION AMENDMENT AND RESTATEMENT AGREEMENT dated as of June 12, 2002 (this "Amendment Agreement"), among KANSAS CITY SOUTHERN, a Delaware corporation ("Holdings"), THE KANSAS CITY SOUTHERN RAILWAY COMPANY, a Missouri corporation (the ... (July 12th, 2002)
ConocophillipsFebruary 7, 2002 Agreement and Plan of Merger Dated as of November 18, 2001, by and Among Phillips Petroleum Company, ConocoPhillips, P Merger Corp., C Merger Corp. and Conoco Inc. Dear Ladies and Gentlemen: We have acted as counsel for Conoco Inc., a ... (February 7th, 2002)
Vivendi UniversalAugust 28, 2001 Agreement and Plan of Merger, Dated as of May 20, 2001 and Modified as of June 13, 2001, Among Vivendi Universal, S.A., MP3.com, Inc. and Metronome Acquisition Sub Inc. Ladies and Gentlemen: We have acted as counsel for Vivendi Universal, ... (August 28th, 2001)
Amtran IncPURCHASE AND INVESTOR RIGHTS AGREEMENT dated as of September 19, 2000, between AMTRAN, INC., an Indiana corporation ("AMTRAN") and INTERNATIONAL LEASE FINANCE CORPORATION ("ILFC"), a California corporation. (May 23rd, 2001)
Jones Apparel Group IncMay 18, 2001 Agreement and Plan of Merger, Dated as of April 13, 2001, Among Jones Apparel Group, Inc., MCN Acquisition Corp. and McNaughton Apparel Group Inc. Ladies and Gentlemen: We have acted as counsel for Jones Apparel Group, Inc., a Pennsylvania ... (May 18th, 2001)
Eccs IncARTICLE I PURCHASE AND SALE OF SERIES A CONVERTIBLE PREFERRED STOCK (April 24th, 2001)
Johnson & JohnsonFebruary 22, 2001 Amended and Restated Agreement and Plan of Merger, Dated as of January 26, 2001, Among Johnson & Johnson, HP Merger Sub, Inc. and Heartport, Inc. Ladies and Gentlemen: We have acted as counsel for Johnson & Johnson, a New Jersey ... (April 18th, 2001)

We have acted as counsel for Johnson & Johnson, a New Jersey corporation ("Johnson & Johnson"), in connection with the proposed merger (the "Merger") of HP Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of Johnson & Johnson ("Sub"), with and into Heartport, Inc., a Delaware corporation ("Heartport"), pursuant to an Amended and Restated Agreement and Plan of Merger, dated as of January 26, 2001, among Johnson & Johnson, Sub and Heartport (the "Merger Agreement").

Eccs IncSERIES A CONVERTIBLE PREFERRED STOCK PURCHASE AGREEMENT (this "Agreement") is made as of April 4, 2001, by and between ECCS, Inc., a New Jersey corporation (the "Company"), and the investors set forth on the Schedule of Purchasers attached hereto as ... (April 12th, 2001)
Amtran IncPURCHASE AND INVESTOR RIGHTS AGREEMENT dated as of September 19, 2000, between AMTRAN, INC., an Indiana corporation ("AMTRAN") and INTERNATIONAL LEASE FINANCE CORPORATION ("ILFC"), a California corporation. (April 2nd, 2001)