CREDIT AGREEMENT Dated as of May 7, 2014 among BALCHEM CORPORATION, as the Parent, THE FOREIGN SUBSIDIARIES OF THE PARENT IDENTIFIED HEREIN, as the Foreign Borrowers, THE SUBSIDIARIES OF THE PARENT IDENTIFIED HEREIN, as the Guarantors, BANK OF...Credit Agreement • May 13th, 2014 • Balchem Corp • Chemicals & allied products • New York
This CREDIT AGREEMENT is entered into as of May 7, 2014 among BALCHEM CORPORATION, a Maryland corporation (the “Parent”), each Subsidiary of the Parent designated as a Foreign Borrower after the date hereof pursuant to Section 2.17 (each a “Foreign Borrower”), the Domestic Guarantors (defined herein), the Lenders (defined herein) and BANK OF AMERICA, N.A., as Administrative Agent, Swing Line Lender and L/C Issuer.
DOMESTIC REVOLVING NOTEDomestic Revolving Note • May 13th, 2014 • Balchem Corp • Chemicals & allied products
FOR VALUE RECEIVED, the undersigned (the “Parent”), hereby promises to pay to KEYBANK NATIONAL ASSOCIATION or its registered assigns (the “Lender”), in accordance with the provisions of the Credit Agreement (as hereinafter defined), the principal amount of each Domestic Revolving Loan from time to time made by the Lender to the Parent under that certain Credit Agreement (as amended, modified, supplemented, increased, extended or otherwise modified from time to time, the “Credit Agreement”), dated as of May 7, 2014, by and among the Parent, the Subsidiaries of the Parent from time to time party thereto, the Lenders from time to time party thereto and Bank of America, N.A., as a Lender and as administrative agent for all Lenders (in such capacity, the “Administrative Agent”). Capitalized terms used and not defined herein shall have the meanings assigned to such terms in the Credit Agreement.
TERM NOTEBalchem Corp • May 13th, 2014 • Chemicals & allied products
FOR VALUE RECEIVED, the undersigned (the “Parent”), hereby promises to pay to BANK OF AMERICA, N.A. or its registered assigns (the “Lender”), in accordance with the provisions of the Credit Agreement (as hereinafter defined), the principal amount of the Term Loan made by the Lender to the Parent under that certain Credit Agreement (as amended, modified, supplemented, increased, extended or otherwise modified from time to time, the “Credit Agreement”), dated as of May 7, 2014, by and among the Parent, the Subsidiaries of the Parent from time to time party thereto, the Lenders from time to time party thereto and Bank of America, N.A., as a Lender and as administrative agent for all Lenders (in such capacity, the “Administrative Agent”). Capitalized terms used and not defined herein shall have the meanings assigned to such terms in the Credit Agreement.
SECURITY AND PLEDGE AGREEMENTSecurity and Pledge Agreement • May 13th, 2014 • Balchem Corp • Chemicals & allied products
THIS SECURITY AND PLEDGE AGREEMENT (this “Agreement”) is entered into as of May 7, 2014 among BALCHEM CORPORATION, a Maryland corporation (the “Parent”), the other parties identified as “Obligors” on the signature pages hereto and such other parties that may become Obligors hereunder after the date hereof (each individually an “Obligor” and collectively the “Obligors”), and BANK OF AMERICA, N.A., in its capacity as administrative agent (in such capacity, the “Administrative Agent”) for the holders of the Obligations.
TERM NOTETerm Note • May 13th, 2014 • Balchem Corp • Chemicals & allied products
FOR VALUE RECEIVED, the undersigned (the “Parent”), hereby promises to pay to KEYBANK NATIONAL ASSOCIATION or its registered assigns (the “Lender”), in accordance with the provisions of the Credit Agreement (as hereinafter defined), the principal amount of the Term Loan made by the Lender to the Parent under that certain Credit Agreement (as amended, modified, supplemented, increased, extended or otherwise modified from time to time, the “Credit Agreement”), dated as of May 7, 2014, by and among the Parent, the Subsidiaries of the Parent from time to time party thereto, the Lenders from time to time party thereto and Bank of America, N.A., as a Lender and as administrative agent for all Lenders (in such capacity, the “Administrative Agent”). Capitalized terms used and not defined herein shall have the meanings assigned to such terms in the Credit Agreement.
