Amendment No. 1 to Pledge Agreement Dated as of May 23, 2011



 Exhibit 10.2 
 AMENDMENT NO. 1 
 Dated as of August 15, 2011 

to 
 PLEDGE
AGREEMENT 
 Dated as of May 23, 2011 

THIS AMENDMENT NO. 1 (“Amendment”) is entered into as of August 15, 2011 by and between GRACO
INC., a corporation organized under the laws of the State of Minnesota (the “Pledgor”) and U.S. BANK NATIONAL ASSOCIATION, as Collateral Agent (in such capacity, and together with any successors in such capacity, the
“Secured Party”) for the banks (the “Banks”) from time to time party to the Credit Agreement defined below and the noteholders (the “Noteholders” and collectively with the Banks, the
“Creditors”) from time to time holding notes issued under the Note Purchase Agreements defined below. 

PRELIMINARY STATEMENT 
 WHEREAS, the Pledgor, as borrower (the “Borrower”), the Borrowing Subsidiaries from time to time party thereto, the Banks and U.S. Bank National Association, as Agent, have entered
into a Credit Agreement dated as of May 23, 2011 (as amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”); 

WHEREAS, the Borrower and the Noteholders named in the Purchaser Schedule attached thereto have entered into a Note
Agreement dated as of March 11, 2011, and it is contemplated that the Borrower will enter into a Note Agreement with one or more affiliates of The Prudential Insurance Company of America as Noteholders named in the Purchaser Schedule attached
thereto (as each may be amended, restated, supplemented or otherwise modified from time to time, the “Note Purchase Agreements”, and together with the Credit Agreement and the agreements, documents and instruments delivered in
connection with any or all of the foregoing (as each may be amended, restated, supplemented or otherwise modified from time to time), the “Senior Indebtedness Documents”); 

WHEREAS, the Agent, the Secured Party and the Noteholders have entered into an Intercreditor and Collateral Agency
Agreement dated as of May 23, 2011 (as amended, restated, supplemented or otherwise modified from time to time, the “Intercreditor Agreement”), pursuant to which the Secured Party has been appointed Collateral Agent;

 WHEREAS, in consideration of the extensions of credit and other accommodations of the Creditors under the
Senior Indebtedness Documents, the Pledgor has agreed to secure the Secured Obligations pursuant to that certain Pledge 








 Exhibit 10.2 

 

 
Agreement dated as of May 23, 2011 (as amended, restated, supplemented or otherwise modified from time to time, the “Pledge Agreement”); and 

WHEREAS, the Pledgor has changed the organizational structure of one of the entities comprising the Pledged Interests
under the Pledge Agreement, and the parties hereto have agreed to amend the Pledge Agreement pursuant to the terms and conditions set forth herein to reflect such change; 

NOW, THEREFORE, in consideration of the premises set forth above, the terms and conditions contained herein, and other
good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows: 
 SECTION 1. Definitions. Capitalized terms used herein and not otherwise defined herein shall have the meanings set forth in the Pledge Agreement. 

SECTION 2. Amendments to the Pledge Agreement. Effective as of the date first above written and subject to the
satisfaction of the condition precedent set forth in Section 3 below, Schedule I to the Pledge Agreement setting forth the “Pledged Interests” thereunder is hereby replaced in its entirety with Schedule I attached hereto as
Annex A, and Pledgor hereby affirms its grant of a security interest in the Collateral associated with such Pledged Interests for the ratable benefit of the Secured Party and the Creditors, to secure the prompt and complete payment and performance
of the Secured Obligations. 
 SECTION 3. Condition of Effectiveness. This Amendment shall become
effective as of the date first above written upon receipt by the Secured Party of counterparts of this Amendment duly executed by all of the parties hereto. 
 SECTION 4. Covenants, Representations and Warranties. 

(a) The Pledgor represents and warrants that it has duly executed and delivered the Pledge Agreement (as amended by this
Amendment) and the Pledge Agreement constitutes a legal, valid and binding obligation of the Pledgor, enforceable against it in accordance with its terms, subject to limitations as to enforceability which might result from bankruptcy, insolvency,
moratorium and other similar laws affecting creditors’ rights generally and subject to general principles of equity. 
 (b) Upon the effectiveness of this Amendment, the Pledgor hereby (i) represents that no Event of Default exists, (ii) reaffirms all covenants, representations and warranties made in the Pledge
Agreement, and (iii) agrees that all such covenants, representations and warranties shall be deemed to have been remade as of the effective date of this Amendment, unless and to the extent that such representation and warranty is stated to
relate solely to an earlier date, in which case such representation and warranty shall be true and correct as of such earlier date. 








 Exhibit 10.2 

 

 SECTION 5. Reference to the Pledge Agreement. 

(a) Upon the effectiveness of this Amendment, on and after the date hereof, each reference in the Pledge Agreement to
“this Agreement,” “hereunder,” “hereof,” “herein” or words of like import shall mean and be a reference to the Pledge Agreement, as amended and modified hereby. 

(b) Except as specifically amended and modified above, the Pledge Agreement and all other documents, instruments and
agreements executed and/or delivered in connection therewith shall remain in full force and effect, and are hereby ratified and confirmed. 
 (c) The execution, delivery and effectiveness of this Amendment shall neither, except as expressly provided herein, operate as a waiver of any right, power or remedy of the Creditors or the Secured Party,
nor constitute a waiver of any provision of the Pledge Agreement, the Credit Agreement, the Note Purchase Agreements, the Intercreditor Agreement or any other Senior Indebtedness Document. 

SECTION 6. Costs and Expenses. The Pledgor will pay or reimburse the Secured Party on demand for all reasonable
out-of-pocket expenses (including in each case all filing and recording fees and taxes and all reasonable fees and expenses of counsel and of any experts and agents) incurred by the Secured Party in connection with the preparation, execution and
delivery of this Amendment. 
 SECTION 7. Governing Law. THIS AMENDMENT SHALL BE CONSTRUED IN ACCORDANCE
WITH AND GOVERNED BY THE LAW OF THE STATE OF MINNESOTA. 
 SECTION 8. Execution. This Amendment may be
executed in any number of counterparts, each of which when so executed and delivered shall be deemed an original, but all such counterparts together shall constitute but one and the same instrument. Delivery of an executed counterpart of a signature
page to this Amendment by facsimile or by e-mail transmission of a PDF or similar copy shall be equally as effective as delivery of an original executed counterpart of this Amendment. Any party delivering an executed counterpart signature page to
this Amendment by facsimile or by e-mail transmission shall also deliver an original executed counterpart of this Amendment, but the failure to deliver an original executed counterpart shall not affect the validity, enforceability or binding effect
of this Amendment. 
 SECTION 9. Headings. Section headings in this Amendment are included herein for
convenience of reference only and shall not constitute a part of this Amendment for any other purpose. 
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intentionally blank] 








 Exhibit 10.2 

 

 IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
executed by their respective officers thereunto duly authorized, as of the date first above written. 
 PLEDGOR: 

 

			
	 GRACO INC.

		
	 By:
	 	 /s/ James A. Graner

		 	 James A. Graner
 Chief Financial Officer 










 Exhibit 10.2 

 


			
	 U.S. BANK NATIONAL
 ASSOCIATION, Secured Party

		
	 By:
	 	 /s/ Michael J. Staloch 

	 Name:
	 	 Michael J. Staloch

	 Title:
	 	 Senior Vice President 










 Exhibit 10.2 

 

 ANNEX A 
 SCHEDULE I 
 TO 

PLEDGE AGREEMENT 

GRACO INC. 

PLEDGED INTERESTS 
  

			
	Issuer:	  	Graco K.K.
		
	Jurisdiction of Organization:	  	Japan
		
	Type of Interest:	  	Common Stock
		
	Percentage Ownership:	  	65.00%
		
	Certificate No(s).:	  	2B-001 through 2B-009; 3A-001 through 3A-008; 4A-001 through 4A-0034
		
	Number of Units/Shares:	  	429,000
		
	Issuer:	  	Graco Korea Inc.
		
	Jurisdiction of Organization:	  	Korea
		
	Type of Interest:	  	Common Stock
		
	Percentage Ownership:	  	65.00%
		
	Certificate No(s).:	  	10,000-1 through 10,000-8; 1,000-1; 100-1 through 100-5
		
	Number of Units/Shares:	  	81,500
		
	Issuer:	  	Graco BVBA
		
	Jurisdiction of Organization:	  	Belgium
		
	Type of Interest:	  	Uncertificated Common Stock
		
	Percentage Ownership:	  	65.00%
		
	Certificate No(s).:	  	N/A
		
	Number of Units/Shares:	  	655,302