FIRST AMENDMENT AGREEMENT
This FIRST AMENDMENT AGREEMENT (this Amendment) is made as of the 4th day of September, 2019 among:
(a) PARKER-HANNIFIN CORPORATION, an Ohio corporation (the Borrower);
(b) the Lenders, as defined in the Credit Agreement (as defined below); and
(c) KEYBANK NATIONAL ASSOCIATION, as the administrative agent for the Lenders under the Credit Agreement (in such capacity, the Administrative Agent).
WHEREAS, the Borrower, the Administrative Agent and the Lenders are parties to that certain Credit Agreement, dated as of May 22, 2019 (as the same may from time to time be amended, restated or otherwise modified, the Credit Agreement);
WHEREAS, the Borrower, the Administrative Agent and the Lenders desire to amend the Credit Agreement to modify certain provisions thereof and add certain provisions thereto;
WHEREAS, each capitalized term used herein and defined in the Credit Agreement, but not otherwise defined herein, shall have the meaning given such term in the Credit Agreement; and
WHEREAS, unless otherwise specifically provided herein, the provisions of the Credit Agreement revised herein are amended effective as of the date of this Amendment;
NOW, THEREFORE, in consideration of the premises and of the mutual covenants herein and for other valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Borrower, the Administrative Agent and the Lenders agree as follows:
1. Amendment to Debt to Capitalization Ratio Provisions. Article VII of the Credit Agreement is hereby amended to delete Section 7.04 therefrom and to insert in place thereof the following:
SECTION 7.04. Debt to Capitalization Ratio. Commencing on and after the first fiscal quarter end date of the Borrower occurring after the Term Loan Funding Date, at any time that the Borrower is not able to maintain a Moodys Rating, S&P Rating and Fitch Rating of A3, A- and A- (or better), respectively, the Borrower will not permit the Debt to Capitalization Ratio (as of the last day of any fiscal quarter of the Borrower) to exceed 0.65 to 1.00.
2. Closing Delivery. Concurrently with the execution of this Amendment, the Borrower shall pay all legal fees and expenses of the Administrative Agent in connection with this Amendment.