Exhibit 10.1
EXECUTION VERSION
Published CUSIP Number: 81725VAG0
Revolving Credit CUSIP Number: 81725VAH8
Term Loan CUSIP Number: 81725VAJ4
FIRST AMENDMENT DATED AS OF NOVEMBER 6, 2015
to
AMENDED AND RESTATED CREDIT AGREEMENT
dated as of October 24, 2014
among
SENSIENT TECHNOLOGIES CORPORATION
and
CERTAIN SUBSIDIARIES OF SENSIENT TECHNOLOGIES CORPORATION,
as Borrowers,
WELLS FARGO BANK, NATIONAL ASSOCIATION,
as Administrative Agent,
KEYBANK NATIONAL ASSOCIATION,
as Syndication Agent,
BANK OF AMERICA, N.A., HSBC BANK USA, NATIONAL ASSOCIATION, PNC BANK, NATIONAL
ASSOCIATION AND TD BANK, N.A.,
as Co-Documentation Agents
and
THE OTHER FINANCIAL INSTITUTIONS PARTY HERETO
$520,000,000 Credit Facility
KEYBANC CAPITAL MARKETS INC.
and
WELLS FARGO SECURITIES, LLC,
as Joint Lead Arrangers and Joint Book Runners
This FIRST AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT (this "Amendment")
is dated as of November 6, 2015 and is by and among SENSIENT TECHNOLOGIES
CORPORATION, a Wisconsin corporation (the "Company"), the financial institutions
signatory hereto as lenders, and WELLS FARGO BANK, NATIONAL ASSOCIATION, as
Administrative Agent (in such capacity, the "Administrative Agent").
Unless otherwise indicated, all capitalized terms used herein and not otherwise
defined shall have the respective meanings provided such terms in the Credit
Agreement referred to below, and when used herein each term defined in Section
1(d) hereof has the same meaning herein as provided in Section 1(d) hereof.
W I T N E S S E T H :
WHEREAS, the Company, the financial institutions party thereto (the "Lenders")
and the Administrative Agent are parties to a certain Amended and Restated
Credit Agreement dated as of October 24, 2014 (as amended, restated,
supplemented or otherwise modified from time to time, the "Credit Agreement");
and
WHEREAS, the Company, the Administrative Agent and the Lenders wish to amend the
Credit Agreement on the terms and conditions set forth herein;
WHEREAS, the Company has requested, and certain Lenders (collectively, as
identified on Exhibit A hereto, the "Increasing Lenders") are willing to make
available to the Company, additional Term Loans, all on the terms and conditions
set forth herein;
WHEREAS, after giving effect to the Term Loans to be made on the First Amendment
Effective Date (as defined below) pursuant to this Amendment, the Revolving
Commitment and aggregate outstanding Term Loan amount of each Lender is as
specified on Exhibit A hereto;
NOW, THEREFORE, in consideration of the premises set forth above, the terms and
conditions contained herein, and other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, the parties hereto
hereby agree as follows:
1.
Amendments to Credit Agreement.
Upon the First Amendment
Effective Date (as defined below):
(a)
The definitions of "Aggregate Term Commitment Amount", "Fee
Letter", "Financial Covenant", "Loan Documents", "Maturity Date", "Revolving
Commitment Termination Date" and "Term Loan", set forth in Section 1.1 of the
Credit Agreement are, respectively, amended and restated in their entirety to
read as follows:
"Aggregate Term Commitment Amount" means $170,000,000, as such amount may be
reduced pursuant to Section 2.10 or increased pursuant to Section 2.22.
"Fee Letters"