Exhibit 10.1
EXECUTION VERSION
FIRST AMENDMENT TO
THIRD AMENDED AND RESTATED CREDIT AGREEMENT
This FIRST AMENDMENT TO THIRD AMENDED AND RESTATED CREDIT AGREEMENT, dated as of
November 7, 2018 (this "Amendment"), is by and among THE HAIN CELESTIAL GROUP,
INC., a Delaware corporation (the "Company"), HAIN PURE PROTEIN CORPORATION, a
Delaware corporation and a wholly-owned Subsidiary of the Company ("HPPC" and,
together with the Company, collectively, the "Borrowers") the Lenders (as
defined below) party hereto and BANK OF AMERICA, N.A., as administrative agent
(in such capacity, the "Administrative Agent"). Capitalized terms used herein
and not otherwise defined herein shall have the meanings ascribed thereto in the
Credit Agreement (as defined below).
W I T N E S S E T H
WHEREAS, the Company, HPPC, certain other wholly-owned Subsidiaries of the
Company party thereto from time to time, each lender from time to time party
thereto (collectively, the "Lenders" and individually, a "Lender") and the
Administrative Agent are parties to that certain Third Amended and Restated
Credit Agreement, dated as of February 6, 2018 (as amended, supplemented,
extended, restated or otherwise modified from time to time, the "Credit
Agreement");
WHEREAS, the Company has requested that the Lenders amend certain provisions of
the Credit Agreement; and
WHEREAS, the Lenders party hereto are willing to make such amendments to the
Credit Agreement, in accordance with and subject to the terms and conditions set
forth herein.
NOW, THEREFORE, in consideration of the agreements hereinafter set forth, and
for other good and valuable consideration, the receipt and adequacy of which are
hereby acknowledged, the parties hereto agree as follows:
Article 1
AMENDMENTS TO CREDIT AGREEMENT
1.1
Amendments to Section 1.01 ("Defined Terms"). The definition of
"Consolidated EBITDA" set forth in Section 1.01 of the Credit Agreement is
hereby amended by (a) deleting the word "and" appearing immediately prior to the
Roman numeral "(xi)" appearing in such definition and inserting a comma (",") in
its place, and (b) inserting new clauses (a)(xii) and (a)(xiii) of such
definition immediately after the reference to "$40,000,000;" appearing therein
to read as follows:
(xii) cash charges and cash expenses directly attributable to one-time severance
and succession costs and expenses incurred by the Company in connection with the
departure of Irwin Simon; provided that the aggregate amount added to
Consolidated EBITDA pursuant to this clause (xii) shall not exceed $37,000,000
in the aggregate over the term of this Agreement; and (xiii) cash charges and
cash expenses directly attributable to the restructurings contemplated by and
reasonably detailed in the Company's "Project Terra"
cost savings plan; provided that the aggregate amount added to Consolidated
EBITDA pursuant to this clause (xiii) shall not exceed (A) for the fiscal year
ended June 30, 2018, $38,800,000 and (B) thereafter, $35,000,000 in the
aggregate for the remaining term of this Agreement;
1.2
Amendment to Section 7.01 ("Liens"). Clause (n) of Section 7.01 of the
Credit Agreement is hereby amended and restated in its entirety to read as
follows: "[Reserved];".
Article 2
CONDITIONS TO EFFECTIVENESS
2.1