EX-10.12





 Exhibit 10.12 

EXECUTION VERSION 
 AMENDMENT NO. 1
(this “Amendment”), dated as of April 13, 2017, to the Credit Agreement dated as of October 7, 2016 (as further amended, restated, supplemented or otherwise modified from time to time prior to the date hereof, the
“Credit Agreement”; the Credit Agreement as amended hereby, the “Amended Credit Agreement”) among CHOBANI GLOBAL HOLDINGS, LLC, a Delaware limited liability company (“Holdings”), CHOBANI, LLC, a
Delaware limited liability company (the “U.S. Opco Borrower”), CHOBANI IDAHO, LLC, an Idaho limited liability company (the “Idaho Borrower” and, together with the U.S. Opco Borrower, each, a
“Borrower” and collectively, the “Borrowers”), BANK OF AMERICA, as administrative agent (in such capacity, the “Administrative Agent”) and as collateral agent (in such capacity, the
“Collateral Agent”), and the Lenders, Issuing Banks and other parties from time to time party thereto. 
 WHEREAS, the U.S.
Opco Borrower has requested additional Term Loans (the “Additional Term Loans”) under the Amended Credit Agreement in an aggregate principal amount not exceeding $175,000,000, the proceeds of which shall be used to repay a portion
of the Indebtedness outstanding under the Second Lien Credit Agreement immediately before giving effect to this Amendment and to pay related fees and expenses; 

WHEREAS, the Additional Term Loans are expected to constitute a single Class of Term Loans with the Closing Date Term Loans outstanding
immediately before giving effect to this Amendment (the “Existing Term Loans”) and shall be secured by Liens on the Collateral on a basis that is equal in priority to the Liens on the Collateral securing the First Lien Obligations
under the Credit Agreement; 
 WHEREAS, each existing Term Lender (each, an “Existing Term Lender”) that executes and
delivers a signature page to this Amendment will thereby unconditionally agree to the terms of this Amendment (all such consenting Existing Term Lenders, collectively, the “Consenting Lenders”); 

WHEREAS, each Person (other than a Consenting Lender in its capacity as such) that agrees to make Additional Term Loans (each such Person, an
“Additional Term Lender”) will make Additional Term Loans to the U.S. Opco Borrower on the Amendment Effective Date in an amount equal to its Additional Term Commitment (as defined below); 

WHEREAS, the Additional Term Lenders are severally willing to make Additional Term Loans, subject to the terms and conditions set forth in
this Amendment; and WHEREAS, the Additional Term Loans will have the same terms as the Existing Term Loans except as otherwise amended hereby; 

WHEREAS, the U.S. Opco Borrower has engaged Merrill Lynch, Pierce, Fenner & Smith Incorporated and/or its designated affiliates to
act as sole and exclusive lead arranger and bookrunner in respect of the Additional Term Loans (in such capacities, the “Lead Arranger”); and 












 WHEREAS, pursuant to Section 10.01(1) of the Credit Agreement, the U.S. Opco Borrower
has requested certain additional amendments to the Credit Agreement as set forth herein; 
 NOW, THEREFORE, in consideration of the
foregoing and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto hereby agree as follows:  

SECTION 1. Defined Terms. Capitalized terms used and not otherwise defined herein have the meanings assigned to them in the Amended
Credit Agreement. 
 SECTION 2. Additional Term Loans.

(a) Subject to the terms and conditions set forth herein, each Additional Term Lender severally agrees to make an Additional Term Loan to the
U.S. Opco Borrower on the Amendment Effective Date in a principal amount equal to its Additional Term Commitment, which amount shall be made available to the Administrative Agent in immediately available funds in accordance with the Amended Credit
Agreement. The “Additional Term Commitment” of any Additional Term Lender will be the amount set forth opposite such Additional Term Lender’s name on Schedule 1 hereto. On the Amendment Effective Date, the proceeds of
the Additional Term Loans will be used to repay a portion of the Indebtedness outstanding under the Second Lien Credit Agreement immediately before giving effect to this Amendment and to pay related fees and expenses. 

(b) For the avoidance of doubt, on and after the Amendment Effective Date, (i) the Additional Term Loans and the Existing Term Loans
shall constitute a single Class of Term Loans under the Credit Agreement; and (ii) the Additional Term Lenders and the Existing Term Lenders shall constitute a single Class of Term Lenders under the Credit Agreement. 

SECTION 3. Amendments to the Credit Agreement.

In accordance with Section 10.01(1) of the Credit Agreement and effective as of the Amendment Effective Date: 

(a) The Credit Agreement is hereby amended to delete the stricken text (indicated textually in the same manner as the following example: stricken text) and to add the double-underlined text (indicated textually in the same manner as the following
example: double-underlined text) as set forth in the pages
of the Credit Agreement attached as Annex I hereto. Attached as Annex II hereto is a conformed copy of the Amended Credit Agreement. 

(b) The exhibits to the Credit Agreement are hereby amended to add Exhibit S attached as Annex III hereto. 

  
 2 













 SECTION 4. Representations and Warranties. To induce the other parties hereto to
enter into this Amendment, the Loan Parties represent and warrant (in each case as of the Amendment Effective Date) that: 
 (a) The
execution, delivery and performance by each Loan Party of this Amendment have been duly authorized by all necessary corporate or other organizational action. This Amendment has been duly executed and delivered by each Loan Party and constitutes a
legal, valid and binding obligation of each Loan Party, enforceable against each Loan Party in accordance with its terms, except as such enforceability may be limited by Debtor Relief Laws and by general principles of equity and principles of good
faith and fair dealing. 
 (b) No Default shall exist after giving effect to this Amendment and the consummation of the transactions
contemplated hereby (including the application of the proceeds of the Additional Term Loans). 
 (c) The representations and warranties of
the Borrowers contained in Article V of the Credit Agreement or any other Loan Document are true and correct in all material respects on and as of the Amendment Effective Date (provided that, to the extent that such representations and
warranties specifically refer to an earlier date, they were true and correct in all material respects as of such earlier date; provided, further, that any representation and warranty that is qualified as to “materiality”,
“Material Adverse Effect” or similar language is true and correct (after giving effect to any qualification therein) in all respects on such respective dates). 

SECTION 5. Amendment Effective Date. This Amendment shall become effective as of the first date (the “Amendment Effective
Date”) on which each of the following conditions shall have been satisfied: 
 (a) The Administrative Agent shall have received
(i) a counterpart signature page of this Amendment duly executed by each Loan Party and the Administrative Agent, (ii) a counterpart signature page to this Amendment executed and delivered by each Additional Term Lender or Consenting
Lender, as applicable and (iii) a counterpart signature page to this Amendment executed and delivered by each Revolving Lender and each Issuing Bank. 

(b) The representations and warranties set forth in Sections 4(b) and (c) of this Amendment shall be true and correct in all respects on
and as of the Amendment Effective Date, and the Administrative Agent shall have received a certificate (in form and substance reasonably acceptable to the Administrative Agent), dated as of the Amendment Effective Date and signed by a Responsible
Officer of the U.S. Opco Borrower, certifying as to such representations and warranties. 
 (c) The Administrative Agent shall have received
the favorable legal opinions of (i) Gibson, Dunn & Crutcher LLP, counsel to the Loan Parties, and (ii) Givens Pursley LLP, Idaho counsel to the Loan Parties, in each case addressed to the Lenders, the Administrative Agent, the
Collateral Agent and each Issuing Bank and dated the Amendment Effective Date, which opinions shall be in form and substance reasonably satisfactory to the Administrative Agent. The U.S. Opco Borrower hereby requests such counsel to deliver such
opinions. 
 (d) The Administrative Agent shall have received a Committed Loan Notice in respect of the Additional Term Loans, which shall
be in compliance with the notice requirements set forth in Section 2.02(1) of the Amended Credit Agreement. 

  
 3 













 (e) The Administrative Agent shall have received certificates of good standing from the
secretary of state of the state of organization of each Loan Party (to the extent such concept exists in such jurisdiction), customary certificates of resolutions or other action, incumbency certificates or other certificates of Responsible Officers
of each Loan Party certifying true and complete copies of the Organizational Documents attached thereto and evidencing the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection
with this Amendment. 
 (f) The U.S. Opco Borrower shall have paid: 

(i) to the Administrative Agent, for the account of each Consenting Lender, an amendment fee (the “Amendment
Fee”) in an amount equal to 0.125% of the principal amount of the Existing Term Loans of such Consenting Lender outstanding on the Amendment Effective Date immediately before giving effect to this Amendment, which Amendment Fee shall be
fully earned and due and payable on the Amendment Effective Date; and 
 (ii) all fees and other amounts due and payable
pursuant to this Amendment and/or any letter agreements or fee letters by and between Holdings, the U.S. Opco Borrower and the Lead Arranger (collectively, the “Engagement Letter”), including, to the extent invoiced, reimbursement
or payment of documented and reasonable out-of-pocket expenses in connection with this Amendment and any other out-of-pocket expenses of the Administrative Agent and the Lead Arranger required to be paid or reimbursed pursuant to the Credit Agreement or the Engagement Letter;  

provided that it is understood and agreed that the Additional Term Lenders may net the fees and expenses described in this paragraph (f) from the
proceeds of the Additional Term Loans prior to providing such proceeds to the Administrative Agent for distribution to the U.S. Opco Borrower. 

(g) The Administrative Agent shall have received at least two (2) Business Days prior to the Closing Date all documentation and other
information in respect of the Borrowers and the Guarantors required under applicable “know your customer” and anti-money laundering rules and regulations, including the USA PATRIOT Act, that has been reasonably requested in writing by it
at least ten (10) Business Days prior to the Amendment Effective Date. 
 The Administrative Agent shall notify the U.S. Opco Borrower,
the Existing Term Lenders and the Additional Term Lenders of the Amendment Effective Date and such notice shall be conclusive and binding. 

SECTION 6. Effect of Amendment; Reaffirmation of the Loan Parties. 

(a) Except as expressly set forth herein, this Amendment shall not by implication or otherwise limit, impair, constitute a waiver of or
otherwise affect the rights and remedies of the Lenders, the Issuing Banks or the Agents under the Credit Agreement or any other Loan Document, and shall not alter, modify, amend or in any way affect any of the terms, conditions, obligations,
covenants or agreements contained in the Credit Agreement or any other 

  
 4 













 
provision of the Credit Agreement or of any other Loan Document, all of which are ratified and affirmed in all respects and shall continue in full force and effect. Nothing herein shall be deemed
to entitle any Borrower to a consent to, or a waiver, amendment, modification or other change of, any of the terms, conditions, obligations, covenants or agreements contained in the Credit Agreement or any other Loan Document in similar or different
circumstances. 
 (b) From and after the Amendment Effective Date, each reference in the Credit Agreement to “this Agreement”,
“hereunder”, “hereof”, “herein”, or words of like import, and each reference to the “Credit Agreement” in any other Loan Document shall be deemed a reference to the Amended Credit Agreement. This Amendment
shall constitute a “Loan Document” for all purposes of the Credit Agreement and the other Loan Documents. 
 (c) Each Loan Party
hereby consents to the amendment of the Credit Agreement, the Security Agreement and the Existing Pledge Agreement effected hereby and confirms and agrees that, notwithstanding the effectiveness of this Amendment, each Loan Document to which such
Loan Party is a party is, and the obligations of such Loan Party contained in the Credit Agreement, this Amendment or in any other Loan Document to which it is a party are, and shall continue to be, in full force and effect and are hereby ratified
and confirmed in all respects, in each case as amended by this Amendment. For greater certainty and without limiting the foregoing, each Loan Party hereby confirms that (i) the existing security interests granted by such Loan Party in favor of
the Collateral Agent for the benefit of the Secured Parties pursuant to the Loan Documents in the Collateral described therein shall continue to secure the obligations of the Loan Parties under the Credit Agreement and the other Loan Documents as
and to the extent provided in the Loan Documents and (ii) neither the modification of the Credit Agreement effected pursuant to this Amendment nor the execution, delivery, performance or effectiveness of this Amendment (A) impairs the
validity, effectiveness or priority of the Liens granted pursuant to any Loan Document, and such Liens continue unimpaired with the same priority to secure repayment of all Obligations, whether heretofore or hereafter incurred, or (B) requires
that any new filings be made or other action taken to perfect or to maintain the perfection of such Liens. 
 SECTION 7. GOVERNING LAW.
THIS AMENDMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK. 
 SECTION 8. Costs and
Expenses. The U.S. Opco Borrower agrees to reimburse the Administrative Agent promptly after receipt of a written request for its documented and reasonable
out-of-pocket expenses in connection with this Amendment, including the reasonable fees, charges and disbursements of counsel for the Administrative Agent. 

SECTION 9. Counterparts. This Amendment may be executed in one or more counterparts, each of which shall be deemed an original, but all
of which together shall constitute one and the same instrument. Delivery by facsimile or other electronic imaging means of an executed counterpart of a signature page to this Amendment shall be effective as delivery of an original executed
counterpart of this Amendment. 

  
 5 













 SECTION 10. Headings. Section headings herein are included for convenience of
reference only and shall not affect the interpretation of this Amendment. 
 [Remainder of page intentionally left blank] 

  
 6 













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

			
	CHOBANI GLOBAL HOLDINGS, LLC,
	as Holdings
		
	By:	 	/s/ Mick Beekhuizen
		 	Name: Mick Beekhuizen
		 	Title: Chief Executive Officer
	
	CHOBANI, LLC,
	as the U.S. Opco Borrower
		
	By:	 	/s/ Mick Beekhuizen
		 	Name: Mick Beekhuizen
		 	Title: Chief Executive Officer
	
	CHOBANI IDAHO, LLC,
	as the Idaho Borrower and a Guarantor
		
	By:	 	/s/ Mick Beekhuizen
		 	Name: Mick Beekhuizen
		 	Title: Chief Executive Officer
	
	CHOBANI CAFE, LLC,
	as a Guarantor
		
	By:	 	/s/ Mick Beekhuizen
		 	Name: Mick Beekhuizen
		 	Title: Chief Executive Officer
	
	AGRO-FARMA LL, LLC,
	as a Guarantor
		
	By:	 	/s/ Mick Beekhuizen
		 	Name: Mick Beekhuizen
		 	Title: Chief Executive Officer


 [Chobani, LLC - Signature page to Amendment No. 1] 












 
			
	CHOBANI FINANCE CORPORATION, INC.,
	as a Guarantor
		
	By:	 	/s/ Mick Beekhuizen
		 	Name: Mick Beekhuizen
		 	Title: Chief Executive Officer


 [Chobani, LLC - Signature page to Amendment No. 1] 












 
			
	BANK OF AMERICA, N.A.,
	as Administrative Agent and Collateral Agent,
		
	By:	 	/s/ Denise Jones
		 	Name: Denise Jones
		 	Title: Vice President


 [Chobani, LLC - Signature page to Amendment No. 1] 












 
			
	BANK OF AMERICA, N.A.,
	as an Additional Term Lender and as a Revolving Lender and an Issuing Bank
		
	By:	 	/s/ Kathryn Tucker
		 	Name: Kathryn Tucker
		 	Title: Vice President


 [Chobani, LLC - Signature page to Amendment No. 1] 












 
			
	JPMORGAN CHASE BANK, N.A.,
	as a Revolving Lender and an Issuing Bank
		
	By:	 	/s/ Joon Hur
		 	Name: Joon Hur
		 	Title: Vice President


 [Chobani, LLC - Signature page to Amendment No. 1] 












 
			
	THE TORONTO-DOMINION BANK,
	NEW YORK BRANCH,
	as a Revolving Lender and an Issuing Bank
		
	By:	 	/s/ Annie Dorval
		 	Name: Annie Dorval
		 	Title: Authorized Signatory


 [Chobani, LLC - Signature page to Amendment No. 1] 












 
			
	KEYBANK NATIONAL ASSOCIATION,
	as a Revolving Lender and an Issuing Bank
		
	By:	 	/s/ J.E. Fowler
		 	Name: J.E. Fowler
		 	Title: Managing Director


 [Chobani, LLC - Signature page to Amendment No. 1]