AMENDMENT NO. 1 TO THE
364- DAY CREDIT AGREEMENT
This AMENDMENT NO. 1 TO THE 364- DAY CREDIT AGREEMENT, dated as of April 23, 2020, is entered into by and among STANLEY BLACK & DECKER, INC., a Connecticut corporation (the Borrower), the Lenders (as such term is defined below) executing this Amendment on the signature pages hereto (the Executing Lenders) and Citibank, N.A., as agent (the Agent) for the Lenders.
(1) The Borrower, the banks, financial institutions and other institutional lenders parties to the Credit Agreement referred to below (collectively, the Lenders) and the Agent have entered into a 364-Day Credit Agreement dated as of September 11, 2019 (such Credit Agreement, as so amended, the Credit Agreement). Capitalized terms not otherwise defined in this Amendment have the same meanings as specified in the Credit Agreement.
(2) The Borrower and the Required Lenders have agreed to further amend the Credit Agreement as hereinafter set forth.
SECTION 1. Amendments to Credit Agreement. The Credit Agreement is, effective as of the date hereof and subject to the satisfaction of the conditions precedent set forth in Section 2, hereby amended as follows:
(a) The second sentence of the definition of EBITDA in Section 1.01 is amended by deleting the word and immediately preceding (3) and replacing it with , and inserting the following language immediately prior the period in such sentence:
and (4) in calculating EBITDA for any period that includes one or more Adjustment Periods, EBITDA shall be increased by an amount equal to the Applicable Adjustment Addbacks for any such Adjustment Periods
(c) Section 1.01 is further amended by adding the following definitions in the appropriate alphabetical order:
Adjustment Period means each fiscal quarter of the Company from and including the second fiscal quarter of fiscal year 2020 through and including the second fiscal quarter of fiscal year 2021.
Applicable Adjustment Addbacks means the following: (i) restructuring charges, (ii) charges for facility closures, (iii) acquisition and integration charges related to mergers and acquisitions, including those associated with the Consolidated Aerospace Manufacturing, LLC transaction, (iv) charges associated with the Companys voluntary retirement program, (v) charges associated with the Companys supplemental unemployment plan, (vi) charges associated with the Companys security business transformation and (vii) charges associated with the Companys margin resiliency program; provided that the sum of the Applicable Adjustment Addbacks for any Adjustment Periods will not exceed $500,000,000 in the aggregate.
Stanley Black & Decker Am to 364-Day Credit Agreement