Amendment to Credit Agreement

On December 15, 2016, Graco Inc. (the Company) entered into a
Third Amendment to Credit Agreement that amends its Credit
Agreement with U.S. Bank National Association, as administrative
agent and a lender, and the other lenders that are parties
thereto (the Credit Agreement). The amended agreement, among
other things, extends the maturity of the Companys
$500>million unsecured revolving credit facility from June 26,
2019 to December 15, 2021; increases the accordion feature in the
facility from $150 million to $250 million; and provides
mechanisms for two further one-year extensions of the maturity,
subject to the consent of the extending banks.

Borrowings under the amended Credit Agreement may be denominated
in U.S. Dollars or certain other currencies. Outstanding loans in
currencies other than U.S. Dollars cannot exceed $200 million in
the aggregate. Loans denominated in U.S. Dollars may bear
interest, at the Companys option, at either a base rate or a
LIBOR-based rate. Loans denominated in currencies other than U.S.
Dollars will bear interest at a LIBOR-based rate. The base rate
is an annual rate equal to a margin ranging from 0.00% to 0.75%
(down from 0.00% to 0.875%), depending on the Companys cash flow
leverage ratio, plus the highest of (i) the rate of interest from
time to time announced by the Agent as its prime rate, (ii) the
federal funds effective rate plus 0.50%, or (iii) one-month LIBOR
plus 1.50%. In general, LIBOR-based loans bear interest at a rate
per annum equal to LIBOR, plus a margin ranging from 1.00% to
1.75% (down from 1.00% to 1.875%), depending on the Companys cash
flow leverage ratio.

In addition to paying interest on the outstanding loans, the
Company is required to pay a facility fee on the unused amount of
the loan commitments at a rate per annum ranging from 0.125% to
0.25% (down from 0.15% to 0.30%), depending on the Companys cash
flow leverage ratio.

Item 9.01 Financial Statement and Exhibits

(d) Exhibits