EXHIBIT 4.5


 



TERM NOTE


 


May 7, 2014


 


FOR VALUE RECEIVED, the undersigned (the “Parent”), hereby promises to pay to COOPERATIEVE CENTRALE RAIFFEISEN-BOERENLEENBANK B.A., "RABOBANK NEDERLAND," NEW YORK BRANCH 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.


 


The Parent promises to pay interest on the unpaid principal amount of each Term Loan from the date of the making of such Loan until such principal amount is paid in full, at such interest rates and at such times as provided in the Credit Agreement.  All payments of principal and interest shall be made to the Administrative Agent for the account of the Lender in Dollars in immediately available funds at the Administrative Agent’s Office.  If any amount is not paid in full when due hereunder, such unpaid amount shall bear interest, to be paid upon demand, from the due date thereof until the date of actual payment (and before as well as after judgment) computed at the per annum rate set forth in the Credit Agreement.


 


This Term Note is one of the Term Notes referred to in the Credit Agreement, is entitled to the benefits thereof and may be prepaid in whole or in part subject to the terms and conditions provided therein.  This Term Note is also entitled to the benefits of the Guaranty and is secured by the Collateral.  Upon the occurrence and continuation of one or more of the Events of Default specified in the Credit Agreement, all amounts then remaining unpaid on this Term Note shall become, or may be declared to be, immediately due and payable all as provided in the Credit Agreement.  The Term Loan made by the Lender shall be evidenced by one or more loan accounts or records maintained by the Lender in the ordinary course of business. The Lender may also attach schedules to this Term Note and endorse thereon the date, amount, currency and maturity of its Term Loan and payments with respect thereto.  Notwithstanding anything contained herein to the contrary, in the event of any inconsistency between any provisions of this Term Note and any provision of the Credit Agreement, the terms of the Credit Agreement shall control.


 


The Parent, for itself, its successors and assigns, hereby waives diligence, presentment, protest and demand and notice of protest, demand, dishonor and non-payment of this Term Note.


 


THIS TERM NOTE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.








IN WITNESS WHEREOF, the Parent has caused this Term Note to be duly executed by its duly authorized officer as of the day and year first above written.


 


	
 

	
BALCHEM CORPORATION,

	
 


	
 

	
a Maryland corporation

	
 


	 		
	
 

	
By:

	
/s/ Dino A. Rossi

	
 


	
 

	
Name: Dino A. Rossi

	
 


	
 

	
Title:  President and Chief Executive Officer