Exhibit 10.2
FIRST AMENDMENT TO CREDIT AGREEMENT
This FIRST AMENDMENT TO CREDIT AGREEMENT (this “Amendment”) is dated as of October 28, 2026 and is by and among SENSIENT TECHNOLOGIES CORPORATION, a Wisconsin corporation (the “Company”), the financial institutions signatory hereto as Lenders, and PNC BANK, NATIONAL ASSOCIATION, a national banking association, as the Administrative Agent, the Issuing Bank, and the Swing Line Lender.
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.
W I T N E S S E T H :
WHEREAS, the Company, the other Borrowers party thereto, the Lenders and the Administrative Agent are parties to a certain Fourth Amended and Restated Credit Agreement, dated as of June 13, 2025 (as amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”);
WHEREAS, the Company, the Administrative Agent and the Lenders wish to amend the Credit Agreement on the terms and conditions set forth herein.
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), the Credit Agreement is hereby amended as follows:
(a)
The following defined terms are hereby added to Section 1.1 of the Credit Agreement in appropriate alphabetical order:
“TIBOR” has the meaning specified in the definition of Eurocurrency Rate.
“TONAR” means a rate equal to the Tokyo Overnight Average Rate as administered by the TONAR Administrator.
“TONAR Administrator” means the Bank of Japan (or any successor administrator of the Tokyo Overnight Average Rate selected by the Administrative Agent in its reasonable discretion).
“TONAR Administrator’s Website” means the Bank of Japan’s website, at http://www.boj.or.jp, or any successor source for the Tokyo Overnight Average Rate identified as such by the TONAR Administrator from time to time.
“Yen” or “¥” mean the lawful currency of Japan.
(b)
The definition of “Alternative Currency” in Section 1.1 of the Credit Agreement is hereby amended and restated in its entirety to read as follows:
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“Alternative Currency” means Euros, English pounds, Yen or any other currency (other than Dollars) which is (a) readily available, freely transferable and convertible into Dollars in the international interbank market, available to the Lenders in such market and as to which a Dollar Equivalent may be readily calculated, (b) requested by any Borrower and (c) acceptable to all of the Lenders (or, for purposes of any Alternative Currency Letter of Credit, any such other currency that is acceptable to the Issuing Bank), in each case as long as there is a published Daily Simple RFR or Eurocurrency Rate, as applicable, or a Benchmark Replacement effected pursuant to Section 2.18(k) with respect thereto.
(c)
The definition of “Benchmark” in Section 1.1 of the Credit Agreement is hereby amended and restated in its entirety to read as follows:
“Benchmark” means, initially, with respect to Obligations, interest, fees, commissions, or other amounts denominated in, or calculated with respect to, (a) Dollars, SOFR and Term SOFR Reference Rate, (b) Euros, Sterling or Yen, the Daily Simple RFR applicable for such Currency, and (c) Euros or Yen, the Eurocurrency Rate applicable for such Currency; provided that if a Benchmark Transition Event has occurred with respect to the then-current Benchmark, then “Benchmark” means the applicable Benchmark Replacement to the extent that such Benchmark Replacement has replaced such prior benchmark rate pursuant to Section 2.18(k)(i).
(d)
The definition of “Benchmark Replacement” in Section 1.1 of the Credit Agreement is hereby amended and restated in its entirety to read as follows:
“Benchmark Replacement” with respect to any Benchmark Transition Event, the first applicable alternative set forth in the order below that can be determined by the Administrative Agent for the applicable Benchmark Replacement Date:
(1) where the Benchmark is Term SOFR, Daily Simple SOFR;
(2) where the Benchmark is EURIBOR, €STR;
(3) where the Benchmark is TIBOR, TONAR; and
(4) the sum of (A) the alternate benchmark rate that has been selected by the Administrative Agent and the Borrower, givingdue consideration to (x) any selection or recommendation of a replacement benchmark rate or the mechanism for determining such a rate by the Relevant Governmental Body or (y) any evolving orthen-prevailing market convention for determining a benchmark rate as a replacement to the then-current Benchmark for syndicated credit facilities denominated in the applicable Currency at such time and (B) the related Benchmark Replacement Adjustment;
provided, that if the Benchmark Replacement as determined pursuant to the foregoing would be less than the Floor, the Benchmark Replacement will be deemed to be the Floor for the purposes of this Agreement and the other Loan Documents; and provided further, that any Benchmark Replacement shall be administratively feasible as determined by the Administrative Agent in its sole discretion.
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(e)
The definition of “Daily RFR Administrator” in Section 1.1 of the Credit Agreement is hereby amended and restated in its entirety to read as follows:
“Daily RFR Administrator” means the SONIA Administrator, the €STR Administrator or the TONAR Administrator, as applicable.
(f)
The definition of “Daily RFR Business Day” in Section 1.1 of the Credit Agreement is hereby amended and restated in its entirety to read as follows:
“Daily RFR Business Day” means as applicable, for any Obligations, interest, fees, commissions or other amounts denominated in, or calculated with respect to (i) Euro, a TARGET Day, (ii) Sterling, a day on which banks are open for general business in London, and (iii) Yen, a day on which banks are open for general business in Japan.
(g)
The definition of “Daily Simple RFR” in Section 1.1 of the Credit Agreement is hereby amended and restated in its entirety to read as follows:
“Daily Simple RFR” means, for any day (a “Daily RFR Day”), a rate per annum determined by the Administrative Agent (rounded upwards, at the Administrative Agent’s discretion, to the nearest 1/100 of 1%) equal to, for any Obligations, interest, fees, commissions or other amounts denominated in, or calculated with respect to:
(a) Sterling, SONIA for the day (such day, adjusted as applicable as set forth herein, the “SONIA Lookback Day”) that is two (2) Daily RFR Business Days prior to (A) if such Daily RFR Day is a Daily RFR Business Day, such Daily RFR Day or (B) if such Daily RFR Day is not a Daily RFR Business Day, the Daily RFR Business Day immediately preceding such Daily RFR Day, in each case, as such SONIA is published by the SONIA Administrator on the SONIA Administrator’s Website;
(b) Euro, €STR for the day (such day, adjusted as applicable as set forth herein, the “€STR Lookback Day”) that is two (2) Daily RFR Business Days prior to (A) if such Daily RFR Day is a Daily RFR Business Day, such Daily RFR Day or (B) if such Daily RFR Day is not a Daily RFR Business Day, the Daily RFR Business Day immediately preceding such Daily RFR Day, in each case, as such €STR is published by the €STR Administrator on the €STR Administrator’s Website; and
(c) Yen, TONAR for the day (such day, adjusted as applicable as set forth herein, the “TONAR Lookback Day”) that is two (2) Daily RFR Business Days prior to (A) if such Daily RFR Day is a Daily RFR Business Day, such Daily RFR Day or (B) if such Daily RFR Day is not a Daily RFR Business Day, the Daily RFR Business Day immediately preceding such Daily RFR Day, in each case, as such TONAR is published by the TONAR Administrator on the TONAR Administrator’s Website;
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provided, that if by 5:00 pm (local time for the applicable Daily Simple RFR) on the second (2nd) Daily RFR Business Day immediately following any Daily Simple RFR Lookback Day, the RFR in respect of such Daily Simple RFR Lookback Day has not been published on the applicable Daily RFR Administrator’s website and a Benchmark Replacement Date with respect to the applicable Daily Simple RFR has not occurred, then the RFR for such Daily Simple RFR Lookback Day will be the RFR as published in respect of the first preceding Daily RFR Business Day for which such RFR was published on the Daily RFR Administrator’s website; provided further that any RFR determined pursuant to this sentence shall be utilized for purposes of calculation of Daily Simple RFR for no more than three (3) consecutive Daily RFR Days; provided further that if the Daily Simple RFR as determined above would be less than the Floor, such rate shall be deemed to be the Floor for purposes of this Agreement.
The Daily Simple RFR for each outstanding Daily RFR Funding shall be adjusted automatically as of the effective date of any change in the applicable RFR without notice to the Borrower. Determination by Administrative Agent of the Daily Simple RFR shall be deemed conclusive absent manifest error.
(h)
The definition of “Daily Simple RFR Lookback Days” in Section 1.1 of the Credit Agreement is hereby amended and restated in its entirety to read as follows:
“Daily Simple RFR Lookback Days” means, collectively, the SONIA Lookback Day, €STR Lookback Day and TONAR Lookback Day, as applicable, and each individually is a Daily Simple RFR Lookback Day.
(i)
The definition of “Eurocurrency Banking Day” in Section 1.1 of the Credit Agreement is hereby amended and restated in its entirety to read as follows:
“Eurocurrency Banking Day” means, for Obligations, interest, fees, commissions or other amounts denominated in, or calculated with respect to (i) Euros, a TARGET Day, and (ii) Yen, any day on which banks are open for business in Japan.
(j)
The definition of “Eurocurrency Rate” in Section 1.1 of the Credit Agreement is hereby amended and restated in its entirety to read as follows:
“Eurocurrency Rate” means, for any Eurocurrency Rate Funding for any Interest Period, a rate per annum determined by the Administrative Agent (rounded upwards, at the Administrative Agent’s discretion, to the nearest 1/100 of 1%) equal to, for any Obligations, interest, fees, commissions, or other amounts denominated in, or calculated with respect to:
(a)
Euros, the Euro Interbank Offered Rate (“EURIBOR”) as administered by the European Money Markets Institute (or any other Person that takes over the administration of such rate) for a period equal in length to such Interest Period, as displayed on the applicable Bloomberg page (or on any successor or substitute page or service providing such quotations as determined by the Administrative Agent from time to time) at approximately 11:00 a.m. (Brussels time) two (2) Eurocurrency Banking Days prior to the commencement of such Interest Period; provided, that if by such time the EURIBOR in respect of such day has not been so published, or if such day is not a Business Day, then the EURIBOR for such day will be the EURIBOR as published in respect of the first preceding Business Day for which such EURIBOR rate was published thereon; provided further that any EURIBOR so determined based on the first preceding Business Day shall be utilized for purposes of calculation of the Eurocurrency Rate for no more than three (3) consecutive Business Days (any such day, collectively, the “EURIBOR Lookback Day”); and
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(b)
Yen, the Tokyo Interbank Offered Rate (“TIBOR”) as administered by the Ippan Shadan Hojin JBA TIBOR Administration (or any other Person that takes over the administration of such rate) for a period equal in length to such Interest Period, as displayed on the applicable Bloomberg page (or on any successor or substitute page or service providing such quotations as determined by the Administrative Agent from time to time) at approximately 11:00 a.m. (Tokyo time) two (2) Business Days prior to the commencement of such Interest Period; provided, that if by such time the TIBOR in respect of such day has not been so published, then the TIBOR for such day will be the TIBOR as published in respect of the first preceding Business Day for which such TIBOR was published thereon; provided further that any TIBOR so determined based on the first preceding Business Day shall be utilized for purposes of calculation of the Eurocurrency Rate for no more than three (3) consecutive Business Days (any such day, collectively, the “TIBOR Lookback Day”);
provided that if the Eurocurrency Rate as determined above would be less than the Floor, such rate shall be deemed to be the Floor for purposes of this Agreement. The Eurocurrency Rate for each outstanding Eurocurrency Rate Funding shall be adjusted automatically without notice to the Borrower on and as of the first day of each Interest Period. Determination of the Eurocurrency Rate by the Administrative Agent shall be deemed conclusive absent manifest error.
(k)
The definition of “Eurocurrency Rate Lookback Days” in Section 1.1 of the Credit Agreement is hereby amended and restated in its entirety to read as follows:
“Eurocurrency Rate Lookback Days” means, collectively, EURIBOR Lookback Day and TIBOR Lookback Day, as applicable, and each such day is a “Eurocurrency Rate Lookback Day”.
(l)
The definition of “RFR” in Section 1.1 of the Credit Agreement is hereby amended and restated in its entirety to read as follows:
“RFR” means, for any Obligations, interest, fees, commissions or other amounts denominated in, or calculated with respect to, (a) Euro, €STR, (b) Sterling, SONIA, and (c) Yen, TONAR.
(m)
Section 2.2 of the Credit Agreement is hereby amended by amending and restating the proviso at the end of the first sentence thereof as follows:
provided that all Revolving Advances denominated in Euros and Yen shall be Eurocurrency Rate Advances
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(n)
Section 2.12 of the Credit Agreement is hereby amended and restated in its entirety as follows:
Section 2.12
Computation of Interest and Fees.
All interest on Base Rate Fundings, Daily Simple RFR Fundings accruing based on SONIA and TONAR and Eurocurrency Rate Fundings accruing based on TIBOR will be calculated based on the actual days elapsed in a year of 365 or 366 days, as the case may be. All other interest and all fees hereunder shall be computed on the basis of actual number of days elapsed in a year of 360 days.
(o)
Section 2.18(k)(i) of the Credit Agreement is hereby amended by amending and restating the proviso at the end of the first sentence thereof as follows:
(i) Benchmark Replacement. Notwithstanding anything to the contrary herein or in any other Loan Document and any agreement executed in connection with a Swap Contract shall be deemed not to be a “Loan Document” for purposes of this clause (k), if a Benchmark Transition Event and its related Benchmark Replacement Date have occurred prior to any setting of the then-current Benchmark for any Currency, then (A) if a Benchmark Replacement is determined in accordance with clause (1) of the definition of “Benchmark Replacement” for such Benchmark Replacement Date, such Benchmark Replacement will replace such Benchmark for all purposes hereunder and under any Loan Document in respect of such Benchmark setting and subsequent Benchmark settings without any amendment to, or further action or consent of any other party to, this Agreement or any other Loan Document and (B) if a Benchmark Replacement is determined in accordance with clause (2), (3) or (4) of the definition of “Benchmark Replacement” for such Benchmark Replacement Date, such Benchmark Replacement will replace such Benchmark for all purposes hereunder and under any Loan Document in respect of any Benchmark setting at or after 5:00 p.m. (New York City time) on the fifth (5th) Business Day after the date notice of such Benchmark Replacement is provided to the Lenders without any amendment to, or further action or consent of any other party to, this Agreement or any other Loan Document so long as the Administrative Agent has not received, by such time, written notice from Lenders comprising the Required Lenders of objection to (i) with respect to a Benchmark Replacement determined in accordance with clause (2) or (3) of the definition of “Benchmark Replacement”, the related Benchmark Replacement Adjustment and (ii) with respect to a Benchmark Replacement determined in accordance with clause (4) of the definition of “Benchmark Replacement”, such Benchmark Replacement.
2.
Representations and Warranties. The Company hereby represents and warrants that:
(a)
This Amendment has been duly executed and delivered by the duly authorized officers of the Company and constitutes the legal, valid and binding obligations of the Company, enforceable against the Company in accordance with its respective terms, except to the extent that such enforcement may be limited by bankruptcy, insolvency or similar laws affecting the enforcement of creditors’ rights generally or by general equitable principles.
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(b)
Both immediately before and immediately after giving effect to this Amendment, the representations and warranties contained in Article IV of the Credit Agreement are correct in all material respects (or correct in all respects, if any such representation and warranty is qualified by materiality or reference to Material Adverse Change), except to the extent that such representations and warranties relate solely to an earlier date, in which case such representations and warranties are correct in all material respects (or correct in all respects, if any such representation and warranty is qualified by materiality or reference to Material Adverse Change) as of such earlier date.
(c)
Immediately before and immediately after giving effect to this Amendment, no event has occurred and is continuing, or would result from this Amendment, which constitutes a Default or an Event of Default.
3.
Effectiveness. This Amendment shall become effective, and the “First Amendment Effective Date” shall be deemed to have occurred, upon the execution and delivery hereof by the Company, the Administrative Agent and each of the Lenders.
4.
References, Effect, Etc. Upon the effectiveness of this Amendment, each reference to the Credit Agreement in the Credit Agreement or any other Loan Document shall mean and be a reference to the Credit Agreement as modified by this Amendment. For the avoidance of doubt, this Amendment constitutes a Loan Document.
5.
No Waiver. The execution, delivery and effectiveness of this Amendment shall not, except as expressly provided herein, operate as a waiver of any right, power or remedy of the Administrative Agent or the Lenders, nor constitute a waiver of or consent to any provision of the Credit Agreement or any other Loan Documents executed and/or delivered in connection therewith.
6.
Counterparts. This Amendment may be executed in counterparts (and by different parties hereto in different counterparts), each of which shall constitute an original, but all of which when taken together shall constitute a single contract. Delivery of an executed counterpart of a signature page of this Amendment by facsimile or in electronic (i.e., “pdf” or “tif”) format shall be effective as delivery of a manually executed counterpart of this Amendment.
7.
Governing Law. THIS AMENDMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.
8.
Headings. Section headings in this Amendment are included herein for convenience of reference only and shall not constitute a part of this Amendment for any other purpose.
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IN WITNESS WHEREOF, the parties hereto have caused their duly authorized signatories to execute and deliver this Amendment as of the date first above written.
| SENSIENT TECHNOLOGIES CORPORATION, | |||
| as Company | |||
| By: | /s/ Adam Vanderleest | ||
| Name: Adam Vanderleest | |||
| Title: VP, Controller & Chief Accounting Officer |
SENSIENT TECHNOLOGIES CORPORATION
FIRST AMENDMENT TO CREDIT AGREEMENT
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| PNC BANK, NATIONAL ASSOCIATION, | |||
| as the Administrative Agent | |||
| By: | /s/ Joseph A. Vehec | ||
| Name: Joseph A. Vehec | |||
| Title: Senior Vice President |
SENSIENT TECHNOLOGIES CORPORATION
FIRST AMENDMENT TO CREDIT AGREEMENT
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ACCEPTED AND AGREED:
| LENDERS: | PNC BANK, NATIONAL ASSOCIATION, | ||
| as a Lender and an Issuing Bank | |||
| By: | /s/ Joseph A. Vehec | ||
| Name: Joseph A. Vehec | |||
| Title: Senior Vice President |
SENSIENT TECHNOLOGIES CORPORATION
FIRST AMENDMENT TO CREDIT AGREEMENT
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| BANK OF AMERICA, N.A., | |||
| as a Lender | |||
| By: | /s/ Kevin Krug | ||
| Name: Kevin Krug | |||
| Title: Senior Vice President |
SENSIENT TECHNOLOGIES CORPORATION
FIRST AMENDMENT TO CREDIT AGREEMENT
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| WELLS FARGO BANK, NATIONAL ASSOCIATION, | |||
| as a Lender and an Issuing Bank | |||
| By: | /s/ Alex Mitchell | ||
| Name: Alex Mitchell | |||
| Title: Vice President |
SENSIENT TECHNOLOGIES CORPORATION
FIRST AMENDMENT TO CREDIT AGREEMENT
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| ING BANK N.V., DUBLIN BRANCH, | |||
| as a Lender | |||
| By: | /s/ Rory Fitzgerald | ||
| Name: Rory Fitzgerald | |||
| Title: Director |
| By: | /s/ Sean Hassett | ||
| Name: Sean Hassett | |||
| Title: Director |
SENSIENT TECHNOLOGIES CORPORATION
FIRST AMENDMENT TO CREDIT AGREEMENT
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| CITIBANK, N.A., | |||
| as a Lender | |||
| By: | /s/ Megan Hand | ||
| Name: Megan Hand | |||
| Title: Director |
SENSIENT TECHNOLOGIES CORPORATION
FIRST AMENDMENT TO CREDIT AGREEMENT
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| COBANK, ACB, | |||
| as a Lender | |||
| By: | /s/ Jasmeet Minhas | ||
| Name: Jasmeet Minhas | |||
| Title: MD- CABG |
SENSIENT TECHNOLOGIES CORPORATION
FIRST AMENDMENT TO CREDIT AGREEMENT
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| HSBC BANK USA, NATIONAL ASSOCIATION, | |||
| as a Lender | |||
| By: | /s/ John L. Church | ||
| Name: John L. Church | |||
| Title: Managing Director |
SENSIENT TECHNOLOGIES CORPORATION
FIRST AMENDMENT TO CREDIT AGREEMENT
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