EX-10.2





 Exhibit 10.2 

EXECUTION COPY 

AMENDMENT NO. 1 TO THE 

AMENDED AND RESTATED FIVE YEAR CREDIT AGREEMENT 

This AMENDMENT NO. 1 TO THE AMENDED AND RESTATED FIVE YEAR 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. 
 PRELIMINARY STATEMENTS: 

(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 an Amended and Restated Credit Agreement dated as of September 12, 2018 (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 Company’s voluntary retirement program, (v) charges associated with the Company’s supplemental unemployment plan, (vi) charges associated with the
Company’s security business transformation and (vii) charges associated with the Company’s 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. 

  
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 (d)    A new Section 1.04 is added after
Section 1.03 to read as follows: 
 SECTION 1.04 Divisions. For all purposes under the Loan Documents, in connection
with any division or plan of division under Delaware law (or any comparable event under a different jurisdiction’s laws): (a) if any asset, right, obligation or liability of any Person becomes the asset, right, obligation or liability of
a different Person, then it shall be deemed to have been transferred from the original Person to the subsequent Person, and (b) if any new Person comes into existence, such new Person shall be deemed to have been organized on the first date of
its existence by the holders of its equity interests at such time. 
 (e)    Section 5.01(f) is amended
in full to read as follows: 
 Interest Coverage Ratio. The Company shall maintain, for each period of four
consecutive fiscal quarters of the Company an Interest Coverage Ratio of not less than 3.50 to 1.00, provided that the Company shall only be required to maintain an Interest Coverage Ratio of not less than 2.50 to 1.00 from the Company’s
second fiscal quarter of fiscal year 2020 through the end of the Company’s fiscal year 2021. 
 SECTION
2.    Conditions of Effectiveness. This Amendment shall become effective as of the date hereof, as of which the Administrative Agent shall confirm to the Company that it has received the following in form and substance
satisfactory to the Administrative Agent: 
 (a)    Executed Counterparts. Counterparts of this
Amendment executed by the Company and the Lenders party to the Credit Agreement constituting the Required Lenders; 

(b)    Amendment Fee. Payment by the Company to each of the Executing Lenders a one-time amendment fee in an amount equal to five (5) basis points of each such Executing Lender’s Commitment; and 

(c)    Fees and Expenses. Payment by the Company in full of the costs, expenses, and fees as set
forth in Section 8.04(a) of the Credit Agreement. 
 SECTION 3.    Representations and Warranties The
Company represents and warrants to the Lenders and the Administrative Agent, as to itself and each of its Subsidiaries, that (a) the representations and warranties set forth in Article IV of the Credit Agreement and in each of the other Loan
Documents that have been entered into by the Company or any of the Designated Borrowers are true and correct in all material respects on the date hereof as if made on and as of the date hereof (or, if any such representation or warranty is expressly
stated to have been made as of a specific date, such representation and warranty shall be true and correct in all material respects as of such specific date) and as if each reference in said Article IV to “this Agreement” included
reference to this Amendment and (b) no Default or Event of Default has occurred and is continuing. 

  
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 SECTION 4.    Reference to and Effect on the Loan Documents.
(a) On and after the effectiveness of this Amendment, each reference in the Credit Agreement to “this Agreement”, “hereunder”, “hereof’ or words of like import referring to the Credit Agreement, and each reference
in the Notes and each of the other Loan Documents to “the Credit Agreement”, “thereunder”, “thereof’ or words of like import referring to the Credit Agreement, shall mean and be a reference to the Credit Agreement, as
amended by this Amendment. 
 (b)    The Credit Agreement, the Notes and each of the other Loan Documents, as
specifically amended by this Amendment, are and shall continue to be in full force and effect and are hereby in all respects ratified and confirmed. 

(c)    The execution, delivery and effectiveness of this Amendment shall not, except as expressly provided herein, operate
as a waiver of any right, power or remedy of any Lender or the Agent under any of the Loan Documents, nor constitute a waiver of any provision of any of the Loan Documents. 

(d)    This Amendment constitutes a Loan Document. 

SECTION 5.    Costs and Expenses The Borrower agrees to pay on demand all costs and expenses of the Agent in
connection with the preparation, execution, delivery, administration, modification and amendment of this Amendment and the other instruments and documents to be delivered hereunder (including, without limitation, the reasonable fees and expenses of
counsel for the Agent) in accordance with the terms of Section 8.04 of the Credit Agreement. 
 SECTION
6.    Execution in Counterparts. This Amendment may be executed in any number of counterparts and by different parties hereto in separate counterparts, each of which when so executed shall be deemed to be an original and
all of which taken together shall constitute but one and the same agreement. Delivery of an executed counterpart of a signature page to this Amendment by telecopier or other electronic communication shall be effective as delivery of a manually
executed counterpart of this Amendment. The words “execution,” “signed,” “signature” and words of like import in this Amendment shall be deemed to include electronic signatures or the keeping of records in electronic
form, each of which shall be of the same legal effect, validity or enforceability as a manually executed signature or the use of a paper-based recordkeeping system, as the case may be, to the extent and as provided in any applicable law, including
the Federal Electronic Signatures in Global and National Commerce Act, the New York State Electronic Signatures and Records Act, or any other similar state laws based on the Uniform Electronic Transactions Act; provided, further, that, without
limiting the foregoing, upon the request of any party hereto, any electronic signature shall be promptly followed by such manually executed counterpart. 

SECTION 7.    Applicable Law, Jury Waiver and Jurisdiction. The provisions set forth in Sections 8.11 (Governing
Law; Waiver of Jury Trial) and 8.13 (Submission to Jurisdiction; Etc.) of the Credit Agreement shall apply to this Amendment and are hereby incorporated by reference, mutatis mutandis, with the same force and effect as if fully set
forth in this Amendment (and as if each reference to “this Agreement” were a reference to this Amendment). 

  
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 EXECUTION COPY 

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. 
  

			
	STANLEY BLACK & DECKER, INC.
		
	By:	 	 /s/ Robert T. Paternostro

	Name:	 	Robert T. Paternostro
	Title:	 	Vice President, Treasury
	
	CITIBANK, N.A.,
	as Administrative Agent and as Lender
		
	By:	 	 /s/ Carolyn Kee

	Name:	 	Carolyn Kee
	Title:	 	Vice President
	
	BANK OF AMERICA, N.A
		
	By:	 	 /s/ Michael Contreras

	Name:	 	Michael Contreras
	Title:	 	Director
	
	JPMORGAN CHASE BANK, N.A
		
	By:	 	 /s/ Peter S. Predun

	Name:	 	Peter S. Predun
	Title:	 	Executive Director
	
	WELLS FARGO BANK, NATIONAL ASSOCIATION
		
	By:	 	 /s/ Kay Reedy

	Name:	 	Kay Reedy
	Title:	 	Managing Director



  
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	BARCLAYS BANK PLC
		
	By:	 	 /s/ Craig Malloy

	Name:	 	Craig Malloy
	Title:	 	Director
	
	CREDIT SUISSE AG, CAYMAN ISLANDS BRANCH
		
	By:	 	 /s/ Whitney Gaston

	Name:	 	Whitney Gaston
	Title:	 	Authorized Signatory
		
	By:	 	 /s/ Komal Shah

	Name:	 	Komal Shah
	Title:	 	Authorized Signatory
	
	DEUTSCHE BANK AG NEW YORK BRANCH
		
	By:	 	 /s/ Ming K. Chu

	Name:	 	Ming K. Chu
	Title:	 	Director
		
	By:	 	 /s/ Annie Chung

	Name:	 	Annie Chung
	Title:	 	Director
	
	GOLDMAN SACHS BANK USA
		
	By:	 	 /s/ Jamie Minieri

	Name:	 	Jamie Minieri
	Title:	 	Authorized Signatory



  
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	MORGAN STANLEY BANK, N.A.
		
	By:	 	 /s/ Jack Kuhns

	Name:	 	Jack Kuhns
	Title:	 	Authorized Signatory
	
	MUFG BANK, LTD.
		
	By:	 	 /s/ Henry Schwarz

	Name:	 	Henry Schwarz
	Title:	 	Authorized Signatory
	
	ROYAL BANK OF CANADA
		
	By:	 	 /s/ Benjamin Lennon

	Name:	 	Benjamin Lennon
	Title:	 	Authorized Signatory
	
	BNP PARIBAS
		
	By:	 	 /s/ Mike Shryock

	Name:	 	Mike Shryock
	Title:	 	Managing Director
		
	By:	 	 /s/ Michael Hoffman

	Name:	 	Michael Hoffman
	Title:	 	Director
	
	HSBC BANK USA, NATIONAL ASSOCIATION
		
	By:	 	 /s/ Shaun R. Kleinman

	Name:	 	Shaun R. Kleinman
	Title:	 	Senior Vice President



  
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	SKANDINAVISKA ENSKILDA BANKEN AB (PUBL)
		
	By:	 	 /s/ Duncan Nash

	Name:	 	Duncan Nash
	Title:	 	Authorised Signatory
		
	By:	 	 /s/ Simon Hickman

	Name:	 	Simon Hickman
	Title:	 	Authorised Signatory
	
	THE BANK OF NEW YORK MELLON
		
	By:	 	 /s/ Thomas J. Tarasovich, Jr.

	Name:	 	Thomas J. Tarasovich, Jr.
	Title:	 	Vice President
	
	U.S. BANK NATIONAL ASSOCIATION
		
	By:	 	 /s/ Kenneth R. Fieler

	Name:	 	Kenneth R. Fieler
	Title:	 	Vice President
	
	BANK OF CHINA, NEW YORK BRANCH
		
	By:	 	 /s/ Raymond Qiao

	Name:	 	Raymond Qiao
	Title:	 	Executive Vice President



  
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	COMMERZBANK AG, NEW YORK BRANCH
		
	By:	 	 /s/ Thomas Devitt

	Name:	 	Thomas Devitt
	Title:	 	Director
		
	By:	 	 /s/ Caio Kac

	Name:	 	Caio Kac
	Title:	 	Director
	
	ING BANK N.V., DUBLIN BRANCH
		
	By:	 	 /s/ Sean Hassett

	Name:	 	Sean Hassett
	Title:	 	Director
		
	By:	 	 /s/ Cormac Langford

	Name:	 	Cormac Langford
	Title:	 	Director
	
	TRUIST BANK, successor by merger to SUNTRUST BANK
		
	By:	 	 /s/ Matthew J. Davis

	Name:	 	Matthew J. Davis
	Title:	 	Senior Vice President
	
	THE BANK OF NOVA SCOTIA
		
	By:	 	 /s/ Kevin McCarthy

	Name:	 	Kevin McCarthy
	Title:	 	Director



  
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