Exhibit 10.2
Execution Version
FIRST AMENDMENT AND CONSENT TO
AMENDED AND RESTATED LOAN, SECURITY AND GUARANTEE AGREEMENT
THIS FIRST AMENDMENT AND CONSENT TO AMENDED AND RESTATED LOAN, SECURITY AND
GUARANTEE AGREEMENT (this "Amendment") is dated as of August 16, 2017, by and
among KRATON CORPORATION, a Delaware corporation (the "Parent"), KRATON POLYMERS
U.S. LLC, a Delaware limited liability company (the "Initial U.S. Borrower"),
KRATON CHEMICAL, LLC, a Delaware limited liability company (the "Added U.S.
Borrower"), KRATON POLYMERS NEDERLAND B.V., a besloten vennootschap met beperkte
aansprakelijkheid (a private limited liability company) organized under the laws
of the Netherlands (the "Initial Dutch Kraton Borrower" and, together with the
Initial U.S. Borrower and the Added U.S. Borrower, the "Borrowers" and each, a
"Borrower"), certain other subsidiaries of the Parent as Guarantors (such
subsidiaries, together with the Borrowers, collectively, the "Loan Parties" and
individually, each a "Loan Party"), the financial institutions party to the Loan
Agreement from time to time as lenders (collectively, the "Lenders") and BANK OF
AMERICA, N.A., a national banking association, in its capacity as collateral
agent, administrative agent and security trustee for itself and the other
Secured Parties (as that term is defined in the Loan Agreement (as defined
below)) (together with its successors in such capacities, the "Agent").
RECITALS
A.WHEREAS, on January 6, 2016, the Loan Parties, the Lenders and the Agent
entered into that certain Amended and Restated Loan, Security and Guarantee
Agreement (as amended, amended and restated, extended, joined, supplemented
and/or otherwise modified from time to time, the "Loan Agreement");
B.
WHEREAS, certain of the Loan Parties desire to enter into an amendment to
the Term Loan Agreement (as that term is defined in the Loan Agreement) which
amendment, among other things, will establish a tranche of term loans
denominated in Euros (the "Euro Term Loan");
C.
WHEREAS, establishment of the Euro Term Loan under the Term Loan Agreement
requires certain amendments to the ABL Intercreditor Agreement (as that term is
defined in the Loan Agreement) which are subject to consent of all of the
Lenders pursuant to the provisions of Section 14.1.1(d) of the Loan Agreement;
D.
WHEREAS, in connection with the amendment to the Term Loan Agreement, the
Loan Parties also desire to make certain other amendments to the Loan Agreement;
E.
WHEREAS, the Loan Parties have requested that the Agent and the Lenders
amend the Loan Agreement as more particularly set forth herein, including
consenting to certain amendments to the ABL Intercreditor Agreement; and
F.
WHEREAS, the Agent and all of the Lenders are willing to approve the
amendments, and provide the consents, contained herein, subject to the terms and
conditions hereinafter set forth.
1
NOW, THEREFORE, in consideration of the premises herein contained and other good
and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties, intending to be legally bound, agree as follows:
AGREEMENT
ARTICLE I
Definitions
1.01
Certain Matters of Construction. All capitalized terms not defined
herein shall have the meanings given to such terms in