EX-10.2





 Exhibit 10.2 

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 Moody’s 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. 












 3.      Representations and Warranties.
The Borrower hereby represents and warrants to the Administrative Agent and the Lenders that (a) the Borrower has the legal power and authority to execute and deliver this Amendment; (b) the officers executing this Amendment have been duly
authorized to execute and deliver the same and bind the Borrower with respect to the provisions hereof; (c) the execution and delivery hereof by the Borrower and the performance and observance by the Borrower of the provisions hereof do not
violate or conflict with the organizational agreements of the Borrower or any law applicable to the Borrower or result in a breach of any provision of or constitute a default under any other agreement, instrument or document binding upon or
enforceable against the Borrower; (d) no Default or Event of Default exists, nor will any occur immediately after the execution and delivery of this Amendment or by the performance or observance of any provision hereof; and (e) this
Amendment constitutes a valid and binding obligation of the Borrower in every respect, enforceable in accordance with its terms, except as such enforceability may be limited by (i) bankruptcy, insolvency, reorganization, moratorium or similar
laws of general applicability affecting the enforcement of creditors’ rights, and (ii) the application of general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law). 

4.      References to Credit Agreement and Ratification. Each reference to the Credit
Agreement that is made in the Credit Agreement or any other Loan Document shall hereafter be construed as a reference to the Credit Agreement as amended hereby. Except as otherwise specifically provided herein, all terms and provisions of the Credit
Agreement are confirmed and ratified and shall remain in full force and effect and be unaffected hereby. This Amendment is a Loan Document. 

5.      Counterparts. This Amendment may be executed in any number of counterparts, by
different parties hereto in separate counterparts and by facsimile or other electronic signature, each of which, when so executed and delivered, shall be deemed to be an original and all of which taken together shall constitute but one and the same
agreement. 
 6.      Headings. The headings, captions and arrangements used in this
Amendment are for convenience only and shall not affect the interpretation of this Amendment. 

7.      Severability. Any provision of this Amendment that shall be prohibited or
unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof or affecting the validity or enforceability of such provision
in any other jurisdiction. 
 8.      Governing Law. The rights and obligations of all
parties hereto shall be governed by the laws of the State of New York. 
 [Remainder of page intentionally left blank.] 

  
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 WAIVER OF JURY TRIAL. THE BORROWER AND EACH OTHER PARTY HERETO HEREBY
WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS AMENDMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY (WHETHER BASED ON CONTRACT, TORT OR
ANY OTHER THEORY). THE BORROWER AND EACH OTHER PARTY HERETO (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO
ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AMENDMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION. 

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 set forth above. 
  

			
	PARKER-HANNIFIN CORPORATION


 
			
		
	By:	 	/s/ Catherine A. Suever


 
			
	Name:	 	Catherine A. Suever


 
			
	Title:	 	Executive Vice President – Finance &
	Administration and Chief Financial Officer



  
 Signature Page to First

 Amendment Agreement 













 
			
	 KEYBANK NATIONAL ASSOCIATION
as the Administrative Agent and as a
Lender



 
			
		
	By:	 	 /s/ Brian P. Fox

		 	Brian P. Fox
		 	Senior Vice President



  
 Signature Page to First

 Amendment Agreement 













 
			
	BARCLAYS BANK PLC
		
	By:	 	/s/ Sean Duggan
	Name: Sean Duggan
	Title: Vice President



  
 Signature Page to First

 Amendment Agreement 













 
			
	JPMORGAN CHASE BANK, N.A.
		
	By:	 	/s/ Gene Riego de Dios
	Name: Gene Riego de Dios
	Title: Executive Director



  
 Signature Page to First

 Amendment Agreement 













 
			
	HSBC BANK USA, N.A.
		
	By:	 	/s/ Patrick Mueller
	Name: Patrick Mueller
	Title: Managing Director



  
 Signature Page to 

First Amendment Agreement 













 
			
	TD BANK, N.A.
		
	By:	 	/s/ Alan Garson
	Name: Alan Garson
	Title: Senior Vice President



  
 Signature Page to 

First Amendment Agreement 













 
			
	 WELLS FARGO BANK, NATIONAL ASSOCIATION

		
	By:	 	/s/ Kevin Valenta
	Name: Kevin Valenta
	Title: Vice President



  
 Signature Page to 

First Amendment Agreement 













 
			
	CITIBANK, N.A.
		
	By:	 	/s/ Susan Olsen
	Name: Susan Olsen
	Title: Vice President



  
 Signature Page to 

First Amendment Agreement 













 
			
	MIZUHO BANK (USA)
		
	By:	 	/s/ Tracy Rahn
	Name: Tracy Rahn
	Title: Executive Director



  
 Signature Page to 

First Amendment Agreement 













 
			
	PNC BANK, NATIONAL ASSOCIATION
		
	By:	 	/s/ Nicholas Cheek
	Name: Nicholas Cheek
	Title: Vice President



  
 Signature Page to 

First Amendment Agreement 













 
			
	BANK OF CHINA, NEW YORK BRANCH
		
	By:	 	/s/ Raymond Oiao
	Name: Raymond Oiao
	Title: Executive Vice President



  
 Signature Page to 

First Amendment Agreement 













 
			
	 THE BANK OF NEW YORK MELLON

		
	 By:
	 	 /s/ John M. DiMarsico

	 Name: John M. DiMarsico

	 Title: Director




  
 Signature Page to 

First Amendment Agreement 













 
			
	 COMMERZBANK AG, NEW YORK
BRANCH



 
			
		
	 By:
	 	 /s/ John W.
Deegan



 
			
	 Name: John W. Deegan

	 Title:
	 	 Director



 
			
		
	 By:
	 	 /s/ Mathew
Ward



 
			
	 Name: Mathew Ward

	 Title: Director



  
  

  
 Signature Page to 

First Amendment Agreement 













 
			
	 MUFG BANK, LTD.

		
	 By:
	 	 /s/ Jeffrey Flagg

	 Name: Jeffrey Flagg

	 Title: Director




  
 Signature Page to 

First Amendment Agreement 













 
			
	 BRANCH BANKING AND TRUST COMPANY

		
	 By:
	 	 /s/ Sandra Centa

	 Name: Sandra Centa

	 Title: SVP




  
 Signature Page to 

First Amendment Agreement 













 
			
	 THE NORTHERN TRUST COMPANY

		
	 By:
	 	 /s/ John Di Legge

	 Name: John Di Legge

	 Title: Senior Vice President




  
 Signature Page to 

First Amendment Agreement 













 
			
	 BANK OF AMERICA, NATIONAL ASSOCIATION

		
	 By:
	 	 /s/ Jason Yakabu

	 Name: Jason Yakabu

	 Title: Vice President




  
 Signature Page to 

First Amendment Agreement 













 
			
	 UNICREDIT BANK AG, NEW YORK
BRANCH



 
			
		
	 By:
	 	 /s/ Ken
Hamilton



 
			
	 Name: Ken Hamilton

	 Title: Managing Director





			
		
	 By:
	 	 /s/ Peter
Daugavietis



 
			
	 Name: Peter Daugavietis

	 Title: Associate Director




  
 Signature Page to 

First Amendment Agreement 














			
	 BNP PARIBAS





			
		
	 By:
	 	 /s/ Julien
Pecoud-Bouvet



 
			
	 Name: Julien Pecoud-Bouvet

	 Title: Director



 
			
		
	 By:
	 	 /s/ Karim
Remtoula



 
			
	 Name: Karim Remtoula

	 Title: Vice President




  
 Signature Page to 

First Amendment Agreement