exv10w1



 







Exhibit 10.1




FIRST AMENDMENT TO

CREDIT AGREEMENT




          This Amendment is agreed to as of the 18th day of August, 2005 by and among Sensient
Technologies Corporation, a Wisconsin corporation (the “Borrower”); Wells Fargo Bank, National
Association, a national banking association, as administrative agent under the Credit Agreement
described below (in such capacity, the “Agent”); and the undersigned Lenders.




          The Borrower, the Agent and the Lenders are parties to a Credit Agreement dated September 2,
2004, setting forth the terms on which the Lenders have extended to the Borrower a $150,000,000
revolving line of credit (together with all amendments, modifications and restatements thereof, the
“Credit Agreement”).




          The Borrower has asked the Lenders to extend the maturity of the line of credit established
under the Credit Agreement; to increase the amount of such line of credit; to amend the interest
rates applicable to such line of credit; and to provide the mechanism for a further increase in
such line of credit. The Agent and the Lenders are willing to do so on the terms and subject to the
conditions set forth herein.




          ACCORDINGLY, in consideration of the mutual covenants contained in the Credit Agreement and
herein, the parties hereby agree as follows:




          1. Definitions. All terms defined in the Credit Agreement that are not otherwise
defined herein shall have the meanings given them in the Credit Agreement.




          2. Amendments. The Credit Agreement is hereby amended as follows:





     (a) The description of the credit facilities on the cover page of the Credit Agreement
is hereby deleted, and the following is substituted therefor:



$225,000,000 Revolving Credit Facility

$75,000,000 Incremental Revolving Credit Facility





     (b) The definitions of “Commitment Amount” and “Commitment Termination Date” in Section
1.1 of the Credit Agreement are hereby amended in their entirety to read as follows:




     “Commitment Amount” means, with respect to each Lender, the amount set
forth opposite that Lender’s name in Exhibit A or on any Assignment
Certificate, unless said amount is reduced pursuant to Section 2.10 or
increased pursuant to Section 2.21, in which event it means the amount to
which said amount is reduced or increased.



 









 






     “Commitment Termination Date” means August 18, 2010, or the earlier
date of termination in whole of the Commitments pursuant to Section 2.10 or
7.2.




     (c) The phrase, “Sections 6.7 and 6.8”, in the definition of “Compliance Certificate”
in Section 1.1 of the Credit Agreement, in Section 1.3 of the Credit Agreement, and in
Section 9.14 of the Credit Agreement is hereby in each instance deleted, and the phrase,
“the Financial Covenants”, is substituted therefor.




     (d) The following definitions are hereby inserted in Section 1.1 of the Credit
Agreement:




     “Aggregate Facility Amount” means $225,000,000, as such amount may be
reduced pursuant to Section 2.10 or increased pursuant to Section 2.21.




     “EBITDA” means, with respect to any period, EBITR with respect to that
period, less (to the extent included in EBITR) Rental Expense, plus (to the
extent deducted in determining net income for purposes of EBITR)
depreciation and amortization.




     “Financial Covenant” means any of the Borrower’s obligations set forth
in Section 6.7, 6.8 and 6.12.




     “Leverage Ratio” means, as of the end of any fiscal quarter of the
Borrower, the ratio of (A) Total Funded Debt as of that quarter-end, to (B)
EBITDA during the period of four fiscal quarters ending on that quarter-end,
all determined with respect to the Borrower and its Subsidiaries on a
consolidated basis.




     “Maximum Aggregate Commitment Amount” means $300,000,000, unless said
amount is reduced pursuant to Section 2.10, in which event it means the
amount to which said amount is reduced.




     (e) The amount, “$150,000,000”, is hereby deleted in Section 2.1 of the Credit
Agreement, and the phrase, “the Aggregate Facility Amount”, is substituted therefor.




     (f) The table in Section 2.6(c) of the Credit Agreement is hereby deleted, and the
following is substituted therefor:



-2-









 





	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	Level I	 	Level II	 	Level III	 	Level IV	 	Level V	 	Level VI
	Base Rate Margin
	 	 	0	%	 	 	0	%	 	 	0	%	 	 	0	%	 	 	0	%	 	 	0	%
	Eurodollar Rate
Margin
	 	 	0.400	%	 	 	0.500	%	 	 	0.600	%	 	 	0.700	%	 	 	1.100	%	 	 	1.500	%
	Facility Fee Rate
	 	 	0.100	%	 	 	0.125	%	 	 	0.150	%	 	 	0.175	%	 	 	0.275	%	 	 	0.500	%
	Utilization Fee Rate
	 	 	0.125	%	 	 	0.125	%	 	 	0.125	%	 	 	0.125	%	 	 	0.250	%	 	 	0.375	%







     (g) The following is hereby inserted at the end of Section 2.10 of the Credit
Agreement:




Each reduction in the Commitment Amounts hereunder shall constitute a
corresponding reduction in the Maximum Aggregate Commitment Amount.




     (h) The following new Section 2.21 is inserted at the end of Article II of the Credit
Agreement:




Section 2.21 Increase of Aggregate Facility Amount.




     (a) So long as no Default or Event of Default has occurred and is
continuing, the Borrower may, upon at least 25 days’ written notice to the
Agent, propose to increase the Aggregate Commitment Amount by a multiple of
$5,000,000 that is not less than $10,000,000 and not greater than
$75,000,000 (the amount of any such increase, the “Additional Commitment
Amount”). In no event shall any such increase cause the Aggregate Commitment
Amount to exceed the Maximum Aggregate Commitment Amount. The Agent will
promptly provide a copy of any such notice to each Lender. Each Lender may,
not more than 20 days following such notice, elect by written notice to the
Borrower and the Agent to increase its Commitment Amount by a principal
amount equal to its Percentage of the Additional Commitment Amount. No
Lender (or any successor thereto) shall have any obligation to increase its
Commitment Amount or its other obligations under this Agreement and the
other Loan Documents, and any decision by a Lender to increase its
Commitment Amount shall be made in its sole discretion independently from
any other Lender.



-3-









 






     (b) If any Lender elects not to increase its Commitment Amount pursuant
to paragraph (a), the Borrower may designate another Eligible Lender (which
may be, but need not be, one or more of the existing Lenders) that will, in
the case of any such Person that is an existing Lender, increase its
Commitment Amount and in the case of any other such Person (an “Incremental
Lender”), become a party to this Agreement; provided, however, that any
Incremental Lender must in all respects be acceptable to the Agent, which
acceptance will not be unreasonably withheld. The sum of the increases in
the Commitment Amounts of the existing Lenders pursuant to this paragraph
(b) plus the Commitment Amounts of the Incremental Lenders shall not in the
aggregate exceed the unsubscribed amount of the Maximum Aggregate Commitment
Amount.




     (c) An increase in the Aggregate Commitment Amount pursuant to this
Section 2.21 shall become effective upon the receipt by the Agent of an
agreement in form and substance satisfactory to the Agent signed by the
Borrower, by each Incremental Lender and by each other Lender whose
Aggregate Commitment Amount is to be increased, setting forth the new
Commitment Amounts of such Lenders and setting forth the agreement of each
Incremental Lender to become a party to this Agreement and to be bound by
all the terms and provisions hereof (a “Commitment Increase Agreement”),
together with a replacement or additional Note, as applicable, evidencing
the new Commitment Amount of each affected Lender, duly executed and
delivered by the Borrower and such evidence of appropriate corporate
authorization on the part of the Borrower with respect to the increase in
the Aggregate Commitment Amount and such opinions of counsel for the
Borrower with respect to the increase in the Aggregate Commitment Amount as
the Agent may reasonably request.




     (d) Upon the acceptance of the Commitment Increase Agreement by the
Agent, the Aggregate Commitment Amount shall automatically be increased by
the amount of the Commitment Amounts added through such Commitment Increase
Agreement.




     (e) Upon any increase in the Aggregate Commitment Amount pursuant to
this Section 2.21 that is not pro rata among all Lenders, within 5 Business
Days, the Borrower shall prepay all Borrowings hereunder in their entirety
and, to the extent the Borrower elects to do so and subject to the
conditions specified in Section 3.3, the Borrower shall effect new
Borrowings from the Lenders in proportion to their respective Commitment
Amounts after giving effect to such increase.



-4-









 






     (f) In no event shall the Borrower make more than three requests for an
Additional Commitment Amount pursuant to this Section 2.21.




     (i) The ratio, “0.60 to 1”, in Section 6.7 of the Credit Agreement is hereby deleted,
and the ratio, “0.55 to 1”, is substituted therefor.




     (j) The following is hereby inserted at the end of Article VI of the Credit Agreement:




Section 6.12 Ratio of Total Funded Debt to EBITDA.




The Borrower will not at any time permit its Leverage Ratio determined as at
the end of each fiscal quarter of the Borrower, to be greater than the ratio
set forth below opposite the period in which such quarter-end occurs:



	 	 	 	 	 
	Quarters Ending During the Period	 	Ratio
	On or before September 30, 2006
	 	 	3.75 to 1	 
	On or after October 1, 2006
	 	 	3.50 to 1	 







     (k) Exhibit A to the Credit Agreement is hereby deleted, and Exhibit A to this
Agreement is hereby substituted therefor. Each Lender’s Commitment Amount shall be deemed
amended in accordance with Exhibit A hereto. Concurrent with the execution hereof, the
Borrower shall execute and deliver to the Agent a replacement Note (each, a “Replacement
Note”) for each Lender, dated the date hereof, in a face principal amount equal to that
Lender’s Commitment Amount. Each Lender shall accept such Replacement Note in substitution
for, but not in payment of, the Note presently held by such Lender.




     (l) Exhibit C to the Credit Agreement is hereby deleted, and Exhibit B to this
Agreement is hereby substituted therefor.



          3. Titles. Upon the effective date hereof, (i) any designation of any Person as
“Co-Syndication Agent” or “Co-Documentation Agent” under the Credit Agreement shall cease to be
effective, except as set forth below, and (ii) the Lenders identified below shall, with respect to
the Credit Agreement as amended hereby, be deemed to have the titles set forth below:




-5-









 








	 	 	 
	Lender	 	Title
	Keybank National Association

	 	Co-Syndication Agent
	Cooperatieve Centrale Raiffeisen-Boerenleenbank
B.A., “Rabobank Nederland”, New York Branch

	 	Co-Syndication Agent
	M&I Marshall & Ilsley Bank, A Wisconsin Corporation

	 	Co-Documentation Agent
	National City Bank of the Midwest

	 	Co-Documentation Agent





No Lender shall have any right, power, obligation or liability under the Credit Agreement or any
other Loan Document on account of its identification as “Co-Syndication Agent” or “Co-Documentation
Agent,” other than those rights, powers, obligations and liabilities applicable to such Lenders in
their capacity as Lenders. Each Lender acknowledges that it has not relied, and will not rely, on
any Lender so identified in deciding to enter into the Credit Agreement or this Amendment or in
taking or omitting any action thereunder or hereunder.




          4. Effective Date Adjustments. On the effective date of this Amendment, the Agent and
the Lenders shall take such actions as are necessary to ensure that the aggregate principal balance
of each Lender’s Note is equal to that Lender’s Percentage (determined after giving effect to this
Amendment) of the aggregate Commitment Amounts. To the extent that a Lender’s Percentage of the
aggregate Commitment Amounts exceeds the principal balance of that Lender’s Note (such Lender being
herein referred to as an “Increasing Lender”), such Lender shall pay to the Agent an amount equal
to such excess. The Agent shall (to the extent of such payments actually received from the
Increasing Lenders) pay such amounts to those Lenders (each, a “Reducing Lender”) the principal
balance of whose Notes exceeds their Percentage of the aggregate Commitment Amounts. Such payments
shall be distributed among the Reducing Lenders ratably in accordance with such excess of each
Reducing Lender. Each Reducing Lender shall thereupon be deemed to have assigned to the Increasing
Lenders the amount of such excess, effective as of the date of such payment. The adjustments made
under this paragraph 4 shall be deemed a prepayment by the Borrower for purposes of Section 2.16(b)
of the Credit Agreement, and the Borrower shall compensate any Lender sustaining a loss by reason
of such prepayment in accordance therewith.




          5. Representations and Warranties. The Borrower hereby represents and warrants to the
Agent and each Lender as follows:





     (a) The Borrower has all requisite power and authority, corporate or otherwise, to
execute and deliver this Amendment and the Replacement Notes, and to perform this Amendment,
the Replacement Notes and the Credit Agreement as amended hereby. This Amendment and the
Replacement Notes have been duly and validly executed and delivered to the Lenders by the
Borrower, and this Amendment and the Replacement Notes, and the Credit Agreement as amended
hereby, constitute the Borrower’s legal, valid and binding obligations enforceable in
accordance with their terms.



-6-









 






     (b) The execution, delivery and performance by the Borrower of this Amendment and the
Replacement Notes, and the performance of the Credit Agreement as amended hereby, have been
duly authorized by all necessary corporate action and do not and will not (i) require any
authorization, consent or approval by any governmental department, commission, board,
bureau, agency or instrumentality, domestic or foreign, (ii) violate the Borrower’s articles
of incorporation or bylaws or any provision of any law, rule, regulation or order presently
in effect having applicability to the Borrower, or (iii) result in a breach of or constitute
a default under any indenture or agreement to which the Borrower is a party or by which the
Borrower or its properties may be bound or affected.




     (c) All of the representations and warranties contained in Article IV of the Credit
Agreement are correct on and as of the date hereof as though made on and as of such date,
except to the extent that such representations and warranties relate solely to an earlier
date.



          6. Conditions. The amendments set forth in paragraph 2 shall be effective only if the
Agent has received (or waived the receipt of) each of the following, in form and substance
satisfactory to the Lenders, on or before the date hereof (or such later date as the Lenders may
agree to in writing):





     (a) This Amendment, duly executed by the Borrower and the Required Lenders.




     (b) The Replacement Notes, duly executed by the Borrower.




     (c) All fees required to be paid to the Agent or the Lenders in connection with this
Amendment, as set forth in any Fee Letter or other agreement between the Agent and the
Borrower with respect thereto.




     (d) A certificate of an officer of the Borrower (i) certifying that the execution,
delivery and performance of this Amendment, and the performance of the Credit Agreement as
amended hereby, have been duly approved by all necessary action of the management committee
of the Borrower, and attaching true and correct copies of the applicable resolutions
granting such approval, (ii) certifying that there have been no amendments to or
restatements of the articles of incorporation or bylaws of the Borrower as furnished to the
Agent in connection with the execution and delivery of the Credit Agreement, other than
those that may be attached to the certificate, and (iii) certifying the names of the
officers of the Borrower that are authorized to sign this Amendment, together with the true
signatures of such officers.




     (e) A signed copy of the opinion of counsel for the Borrower, addressed to the Agent
and the Lenders, confirming the matters set forth in paragraph 5 hereof (other than
paragraph (c) thereof), and such other matters as the Agent may in its sole discretion
request.



-7-









 





          7. Miscellaneous. The Borrower shall pay all costs and expenses of the Agent,
including attorneys’ fees, incurred in connection with the drafting and preparation of this
Amendment and any related documents. Except as amended by this Amendment, all of the terms and
conditions of the Credit Agreement shall remain in full force and effect. This Amendment may be
executed in any number of counterparts, each of which when so executed and delivered shall be
deemed to be an original and all of which counterparts of this Amendment, taken together, shall
constitute but one and the same instrument. This Amendment shall be governed by the substantive
law of the State of Minnesota.




-8-









 








          IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be executed as of
the date first above written.




	 	 	 	 	 	 	 
	 	 	SENSIENT TECHNOLOGIES CORPORATION
	 
	 	 	 	 	 	 
	 

	 	By	 	 	 	 
	 	 	 	 	 
	 

	 	 	 	Its	 	 
	 

	 	 	 	 	 	 





Signature Page for

First Amendment to Sensient Technologies Corporation Credit
Agreement




 









 








	 	 	 	 	 	 	 
	 	 	WELLS FARGO BANK,
NATIONAL ASSOCIATION, as Agent 
    and as a Lender
	 
	 	 	 	 	 	 
	 

	 	By	 	 	 	 
	 	 	 	 	 
	 

	 	 	 	Its	 	 
	 

	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 

	 	By	 	 	 	 
	 	 	 	 	 
	 

	 	 	 	Its	 	 
	 

	 	 	 	 	 	 





Signature Page for

First Amendment to Sensient Technologies Corporation Credit
Agreement




 









 








	 	 	 	 	 	 	 
	 	 	KEYBANK NATIONAL ASSOCIATION, as a Lender
	 
	 	 	 	 	 	 
	 

	 	By	 	 	 	 
	 	 	 	 	 
	 

	 	 	 	Its	 	 
	 

	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 

	 	By	 	 	 	 
	 	 	 	 	 
	 

	 	 	 	Its	 	 
	 

	 	 	 	 	 	 





Signature Page for

First Amendment to Sensient Technologies Corporation Credit
Agreement




 









 








	 	 	 	 	 	 	 
	 	 	COOPERATIEVE CENTRALE 
RAIFFEISEN-BOERENLEENBANK 
B.A., “RABOBANK NEDERLAND”, 
NEW
YORK BRANCH, as a Lender

	 
	 	 	 	 	 	 
	 

	 	By	 	 	 	 
	 	 	 	 	 
	 

	 	 	 	Its	 	 
	 

	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 

	 	By	 	 	 	 
	 	 	 	 	 
	 

	 	 	 	Its	 	 
	 

	 	 	 	 	 	 





Signature Page for

First Amendment to Sensient Technologies Corporation Credit
Agreement





 









 









	 	 	 	 	 	 	 
	 	 	M&I
MARSHALL & ILSLEY BANK, A WISCONSIN 
CORPORATION, as a
Lender

	 
	 	 	 	 	 	 
	 

	 	By	 	 	 	 
	 	 	 	 	 
	 

	 	 	 	Its	 	 
	 

	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 

	 	By	 	 	 	 
	 	 	 	 	 
	 

	 	 	 	Its	 	 
	 

	 	 	 	 	 	 





Signature Page for

First Amendment to Sensient Technologies Corporation Credit Agreement




 









 








	 	 	 	 	 	 	 
	 	 	NATIONAL CITY BANK OF THE MIDWEST, as a Lender
	 
	 	 	 	 	 	 
	 

	 	By	 	 	 	 
	 	 	 	 	 
	 

	 	 	 	Its	 	 
	 

	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 

	 	By	 	 	 	 
	 	 	 	 	 
	 

	 	 	 	Its	 	 
	 

	 	 	 	 	 	 





Signature Page for

First Amendment to Sensient Technologies Corporation Credit
Agreement




 









 








	 	 	 	 	 	 	 
	 	 	THE BANK OF
TOKYO-MITSUBISHI, LTD., CHICAGO 
    BRANCH, as a Lender
	 
	 	 	 	 	 	 
	 

	 	By	 	 	 	 
	 	 	 	 	 
	 

	 	 	 	Its	 	 
	 

	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 

	 	By	 	 	 	 
	 	 	 	 	 
	 

	 	 	 	Its	 	 
	 

	 	 	 	 	 	 





Signature Page for

First Amendment to Sensient Technologies Corporation Credit
Agreement




 









 








	 	 	 	 	 	 	 
	 	 	THE GOVERNOR AND
COMPANY OF THE BANK OF 
    IRELAND, as a Lender
	 
	 	 	 	 	 	 
	 

	 	By	 	 	 	 
	 	 	 	 	 
	 

	 	 	 	Its	 	 
	 

	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 

	 	By	 	 	 	 
	 	 	 	 	 
	 

	 	 	 	Its	 	 
	 

	 	 	 	 	 	 





Signature Page for

First Amendment to Sensient Technologies Corporation Credit
Agreement




 









 








Exhibit A




	 	 	 	 	 	 	 
	Name	 	Commitment Amount	 	Notice Address
	Sensient Technologies Corporation
	 	 	N/A	 	 	777 East Wisconsin Avenue

	 
	 	 	 	 	 	Milwaukee, WI 53202-5304

	 
	 	 	 	 	 	Attention: Richard F. Hobbs

	 
	 	 	 	 	 	Telecopier: 414-347-4794
	 
	 	 	 	 	 	 
	Wells Fargo Bank, National Association, as
	 	 	N/A	 	 	MAC N9305-031

	Agent
	 	 	 	 	 	Sixth and Marquette

	 
	 	 	 	 	 	Minneapolis, MN 55479

	 
	 	 	 	 	 	Attention: Mark Halldorson

	 
	 	 	 	 	 	Telecopier: 612-667-2276
	 
	 	 	 	 	 	 
	Wells Fargo Bank, National Association, as a
	 	$	40,000,000	 	 	MAC N9305-031

	Lender
	 	 	 	 	 	Sixth and Marquette

	 
	 	 	 	 	 	Minneapolis, MN 55479

	 
	 	 	 	 	 	Attention: Mark Halldorson

	 
	 	 	 	 	 	Telecopier: 612-667-2276
	 
	 	 	 	 	 	 
	Keybank National Association
	 	$	35,000,000	 	 	127 Public Square

	 
	 	 	 	 	 	Cleveland, OH 44114

	 
	 	 	 	 	 	Attention: Marianne Meil

	 
	 	 	 	 	 	Telecopier: 216-689-4649
	 
	 	 	 	 	 	 
	Cooperatieve CentraleV
	 	$	35,000,000	 	 	123 North Wacker Drive

	Raiffeisen-Boerenleenbank B.A.,
	 	 	 	 	 	Suite 2100

	“Rabobank Nederland”, New York Branch
	 	 	 	 	 	Chicago, IL 60606

	 
	 	 	 	 	 	Attention: Michael Laurie

	 
	 	 	 	 	 	Telecopier: 312-408-8240
	 
	 	 	 	 	 	 
	M&I Marshall & Ilsley Bank, a Wisconsin
	 	$	35,000,000	 	 	770 North Water Street

	Corporation
	 	 	 	 	 	Milwaukee, WI 53202

	 
	 	 	 	 	 	Attention: Leo Freeman

	 
	 	 	 	 	 	Telecopier: 414-765-7625

	 
	 	 	 	 	 	 
	National City Bank of the Midwest
	 	$	35,000,000	 	 	One North Franklin

	 
	 	 	 	 	 	Suite 3600

	 
	 	 	 	 	 	Chicago, IL 60606

	 
	 	 	 	 	 	Attention: Stephanie A. Kline

	 
	 	 	 	 	 	Telecopier: 312-240-0301
	 
	 	 	 	 	 	 
	The Bank of Tokyo-Mitsubishi, Ltd., Chicago
	 	$	25,000,000	 	 	227 West Monroe Street

	Branch
	 	 	 	 	 	Suite 2300

	 
	 	 	 	 	 	Chicago, IL 60606

	 
	 	 	 	 	 	Attention: Wayne Yamanaka

	 
	 	 	 	 	 	Telecopier: 312-696-4535
	 
	 	 	 	 	 	 
	The Governor and Company of the Bank of
	 	$	20,000,000	 	 	75 Holly Hill Lane

	Ireland
	 	 	 	 	 	Greenwich, CT 06830

	 
	 	 	 	 	 	Attention: Michael D’Arcy / Paul Clarke

	 
	 	 	 	 	 	Telecopier: 203-552-0656






 









 






Exhibit B




(Exhibit C to Credit Agreement)




EXHIBIT C




COMPLIANCE CERTIFICATE




                                        , 20                    




	 	 	 
	Wells Fargo Bank, National Association,
	 

	 	for itself and as Agent under
	 

	 	the Credit Agreement described below
	 
	 	 
	The Lenders, as defined under the Credit
	 

	 	Agreement described below
	 
	 	 
	Ladies and Gentlemen:






     Reference is made to the Credit Agreement dated as of September 2, 2004, as it may be amended
from time to time (the “Credit Agreement”) among Sensient Technologies Corporation (the
“Borrower”), Wells Fargo Bank, National Association, as Administrative Agent, Swing Line Bank,
Issuing Bank, Arranger and Sole Book Runner, M&I Marshall & Ilsley Bank, a Wisconsin corporation,
as Co-Syndication Agent, KeyBank, a national banking association, as Co-Syndication Agent,
Cooperatieve Centrale Raiffeisen-Boerenleenbank B.A., “Rabobank Nederland” New York Branch, as
Co-Documentation Agent, and The Bank of Tokyo-Mitsubishi, LTD., Chicago Branch, as Co-Documentation
Agent, and the Lenders, as defined therein. All terms defined in the Credit Agreement and not
otherwise defined herein shall have the meanings given them in the Credit Agreement.



     This is a Compliance Certificate submitted in connection with the Borrower’s financial
statements (the “Statements”) as of                                         ,                      (the “Covenant Date”).



     I hereby certify to you as follows:




(a) I am the                                          [**chief financial officer/treasurer] of the
Borrower, and I am familiar with the financial statements and financial affairs of
the Borrower.F




(b) The Statements have been prepared in accordance with GAAP, **[subject to
year-end audit adjustments].




(c) The computations on the Annexes hereto set forth the Borrower’s compliance or
non-compliance with the requirements set forth in the Financial Covenants as of the
Covenant Date.



C-1









 





     I have no knowledge of the occurrence of any Default or Event of Default, except as set forth
in the attachments, if any, hereto.



	 	 	 	 	 	 	 
	 	 	Very truly yours,
	 
	 	 	 	 	 	 
	 	 	SENSIENT TECHNOLOGIES CORPORATION
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 	 	 	 	 
	 

	 	 	 	Its:	 	 
	 

	 	 	 	 	 	 





C-2









 






ANNEX 1 TO COMPLIANCE CERTIFICATE




Total Funded Debt to Total Capital (Section 6.7)




	 	 	 	 	 	 	 	 	 
	1.	 	Total Funded Debt	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 
	 	(a)	 	Indebtedness for Borrowed Money	 	$	                                        	 
	 
	 	 	 	 	 	 	 	 
	 
	 	(b)	 	Purchase Money Debt (9 month maturity or Note)	 	$	 	 
	 
	 	 	 	 	 	 	 	 
	 
	 	(c)	 	Capitalized Lease Obligations	 	$	 	 
	 
	 	 	 	 	 	 	 	 
	 
	 	(d)	 	Other Debt Secured by Lien	 	$	 	 
	 
	 	 	 	 	 	 	 	 
	 
	 	(e)	 	Other Notes and Drafts	 	$	 	 
	 
	 	 	 	 	 	 	 	 
	 
	 	(f)	 	Bonds, Notes and Similar	 	$	 	 
	 
	 	 	 	 	 	 	 	 
	 
	 	(g)	 	Letters of Credit and Acceptances	 	$	 	 
	 
	 	 	 	 	 	 	 	 
	 
	 	(h)	 	Net liabilities under Swap Contracts	 	$	 	 
	 
	 	 	 	 	 	 	 	 
	 
	 	(i)	 	Guaranties of indebtedness of others	 	$	 	 
	 
	 	 	 	 	 	 	 	 
	 
	 	(j)	 	Off-Balance Sheet Liabilities	 	$	 	 
	 
	 	 	 	 	 	 	 	 
	 
	 	(k)	 	Total Funded Debt (sum of Items (a) through (j))	 	$	 	 
	 
	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	$	 	 
	 
	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	2.	 	Capitalization	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 
	 	(a)	 	Common Stock	 	$	 	 
	 
	 	 	 	 	 	 	 	 
	 
	 	(b)	 	Premium on Common Stock	 	$	 	 
	 
	 	 	 	 	 	 	 	 
	 
	 	(c)	 	Retained Earnings (excluding	 	 	 	 
	 
	 	 	 	foreign currency adjustments)	 	$	 	 
	 
	 	 	 	 	 	 	 	 
	 
	 	(d)	 	Stockholder’s Equity	 	 	 	 
	 
	 	 	 	(sum of Items (a) through(c))	 	$	 	 
	 
	 	 	 	 	 	 	 	 
	 
	 	(e)	 	Funded Debt (from Item 1(k) above)	 	$	 	 
	 
	 	 	 	 	 	 	 	 
	 
	 	(f)	 	Capitalization (sum of Items (d) and (e))	 	$	 	 
	 
	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	3.	 	Funded Debt to Total Capital (Ratio of Item 1(k) to
Item 2(f))	 	 	 	 
	 
	 	(not to be greater than 0.55 to 1.0)	 	                    to 1.






C-3









 






ANNEX 2 TO COMPLIANCE CERTIFICATE




Ratio of EBITR to Interest and Rentals (Section 6.8)




	 	 	 	 	 	 	 	 	 
	1.	 	EBITR	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 
	 	(a)	 	Consolidated Net Income	 	$	                                        	 
	 
	 	 	 	 	 	 	 	 
	 
	 	(b)	 	Interest Expense	 	$	 	 
	 
	 	 	 	 	 	 	 	 
	 
	 	(c)	 	Income Taxes	 	$	 	 
	 
	 	 	 	 	 	 	 	 
	 
	 	(d)	 	Rental Expense	 	$	 	 
	 
	 	 	 	 	 	 	 	 
	 
	 	(e)	 	EBITR (total of (a)+(b)+(c)+(d))	 	$	 	 
	 
	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	2.	 	Interest Expense	 	$	 	 
	 
	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	3.	 	Rental Expense	 	$	 	 
	 
	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	Ratio of Item 1(e) to sum of Items 2 and 3	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	                    to 1.0
	 
	 	 	 	 	 	 	 	 
	 	 	(not to be less than 2.0 to 1.0)	 	 	 	 






C-4









 






ANNEX 3 TO COMPLIANCE CERTIFICATE




Leverage Ratio (Section 6.12)




	 	 	 	 	 	 	 	 	 
	1.	 	Total Funded Debt (from Annex 1, Item 1)	 	$	                                        	 
	 
	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	2.	 	EBITDA	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 
	 	(a)	 	EBITDR (from Annex 2, Item 1(e)	 	$	 	 
	 
	 	 	 	 	 	 	 	 
	 
	 	(b)	 	Rental Expense (from Annex 2, Item 1(d))	 	$	 	 
	 
	 	 	 	 	 	 	 	 
	 
	 	(c)	 	Depreciation	 	$	 	 
	 
	 	 	 	 	 	 	 	 
	 
	 	(d)	 	Amortization	 	$	 	 
	 
	 	 	 	 	 	 	 	 
	 
	 	(e)	 	EBITDA ((a)-(b)+(c)+(d)	 	$	 	 
	 
	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	Leverage Ratio (ratio of Item 1 to Item 2(e))	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	                    to 1.0
	 	 	(not to be more than 3.75 to 1 on or before 9/30/06

or 3.50 to 1 thereafter)	 	 	 	 







C-5