render (whether or not for compensation) any consulting, advisory or other services to or for the benefit of, any person, firm or corporation, or otherwise engage in any business activity which directly or indirectly competes with any business...Employment Agreement • March 29th, 1999 • Balchem Corp • Chemicals & allied products
ANDLoan Agreement • March 21st, 2007 • Balchem Corp • Chemicals & allied products
BETWEEN BCP INGREDIENTS, INC. (the "Buyer") ----- and CHINOOK GLOBAL LIMITED (the "Seller") ------Asset Purchase Agreement • March 21st, 2007 • Balchem Corp • Chemicals & allied products • Delaware
Exhibit 10.1 STOCK PURCHASE AGREEMENT BY AND AMONG BALCHEM MINERALS CORPORATION, CHELATED MINERALS CORPORATIONStock Purchase Agreement • November 7th, 2005 • Balchem Corp • Chemicals & allied products • New York
BACKGROUNDAsset Purchase Agreement • June 15th, 2001 • Balchem Corp • Chemicals & allied products • New York
AMENDED AND RESTATED TERM LOAN AGREEMENTSecurity Agreement • March 29th, 1999 • Balchem Corp • Chemicals & allied products • New York
RECITALS: ---------Balchem Corp • August 9th, 2004 • Chemicals & allied products
BETWEENLicense Agreement • November 14th, 2005 • Balchem Corp • Chemicals & allied products • England
Exhibit 10.2 NON-COMPETITION AGREEMENT This Non-Competition Agreement (the "Agreement"), dated as of March 16, 2007, is between BCP Ingredients, Inc., a Delaware corporation, (the "Buyer"), Chinook Global Limited, an Ontario corporation, Chinook...Non-Competition Agreement • March 21st, 2007 • Balchem Corp • Chemicals & allied products • Delaware
ANDBalchem Corp • March 21st, 2007 • Chemicals & allied products
andSale and Purchase Agreement • April 4th, 2007 • Balchem Corp • Chemicals & allied products
TO FLEET NATIONAL BANK, AS HOLDER GUARANTYBalchem Corp • June 15th, 2001 • Chemicals & allied products • New York
AGREEMENT dated as of January 1, 1995 by and between Dr. Charles McClelland ("McCLELLAND"), with an office at 3810 May Court, Palo Alto, CA 94303, and Balchem Corporation ("BALCHEM") with executive offices at Slate Hill, New York 10973. McCLELLAND is...Agreement • March 29th, 1999 • Balchem Corp • Chemicals & allied products
CREDIT AGREEMENT Dated as of June 27, 2018 among BALCHEM CORPORATION, as the Parent, THE FOREIGN SUBSIDIARIES OF THE PARENT IDENTIFIED HEREIN, as the Foreign Borrowers, THE SUBSIDIARIES OF THE PARENT IDENTIFIED HEREIN, as the Guarantors, JPMORGAN...Credit Agreement • July 5th, 2018 • Balchem Corp • Chemicals & allied products • New York
This CREDIT AGREEMENT is entered into as of June 27, 2018 among BALCHEM CORPORATION, a Maryland corporation (the “Parent”), each Subsidiary of the Parent designated as a Foreign Borrower after the date hereof pursuant to Section 2.17 (each a “Foreign Borrower”), the Domestic Guarantors (defined herein), the Lenders (defined herein) and JPMORGAN CHASE BANK, N.A., as Administrative Agent.
Exhibit 10.1 TOLLING AGREEMENTTolling Agreement • March 21st, 2007 • Balchem Corp • Chemicals & allied products • Michigan
ANDBalchem Corp • March 21st, 2007 • Chemicals & allied products
EMPLOYMENT AGREEMENT Agreement, dated as of January 1, 2001, between BALCHEM CORPORATION, a Maryland corporation ("Company") and DINO A. ROSSI ("Employee"). In consideration of the agreements contained below, the parties agree as follows: 1. Company...Employment Agreement • March 28th, 2001 • Balchem Corp • Chemicals & allied products
DOMESTIC REVOLVING NOTEDomestic Revolving Note • May 13th, 2014 • Balchem Corp • Chemicals & allied products
FOR VALUE RECEIVED, the undersigned (the “Parent”), hereby promises to pay to KEYBANK NATIONAL ASSOCIATION or its registered assigns (the “Lender”), in accordance with the provisions of the Credit Agreement (as hereinafter defined), the principal amount of each Domestic Revolving Loan from time to time 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.
TOSecurity Agreement • June 15th, 2001 • Balchem Corp • Chemicals & allied products • New York
LEASE BETWEENBalchem Corp • April 1st, 2002 • Chemicals & allied products
TERM NOTEBalchem Corp • May 13th, 2014 • Chemicals & allied products
FOR VALUE RECEIVED, the undersigned (the “Parent”), hereby promises to pay to BANK OF AMERICA, N.A. 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.
AMENDED AND RESTATED SECURITY AND PLEDGE AGREEMENTSecurity and Pledge Agreement • August 1st, 2022 • Balchem Corp • Chemicals & allied products
THIS AMENDED AND RESTATED SECURITY AND PLEDGE AGREEMENT (this “Agreement”) is entered into as of July 27, 2022 among BALCHEM CORPORATION, a Maryland corporation (the “Parent”), the other parties identified as “Obligors” on the signature pages hereto and such other parties that may become Obligors hereunder after the date hereof (each individually an “Obligor” and collectively the “Obligors”), and JPMORGAN CHASE BANK, N.A., in its capacity as administrative agent (in such capacity, the “Administrative Agent”) for the holders of the Obligations.
SECURITY AND PLEDGE AGREEMENTSecurity and Pledge Agreement • May 13th, 2014 • Balchem Corp • Chemicals & allied products
THIS SECURITY AND PLEDGE AGREEMENT (this “Agreement”) is entered into as of May 7, 2014 among BALCHEM CORPORATION, a Maryland corporation (the “Parent”), the other parties identified as “Obligors” on the signature pages hereto and such other parties that may become Obligors hereunder after the date hereof (each individually an “Obligor” and collectively the “Obligors”), and BANK OF AMERICA, N.A., in its capacity as administrative agent (in such capacity, the “Administrative Agent”) for the holders of the Obligations.
EMPLOYMENT AGREEMENTEmployment Agreement • August 5th, 2015 • Balchem Corp • Chemicals & allied products • New York
Agreement, entered into this April 22, 2015, between BALCHEM CORPORATION, a Maryland corporation (“Company”) and THEODORE L. HARRIS (“Employee”).
Amendment and Extension dated as of April 25, 1997 of Agreement ("Consulting Agreement") dated January 1, 1995, as heretofore amended, between Dr. Charles McClelland ("McClelland") with an office at 3810 May Court, Palo Alto, California 94303 and...Amendment and Extension • March 29th, 1999 • Balchem Corp • Chemicals & allied products
TERM NOTETerm Note • May 13th, 2014 • Balchem Corp • Chemicals & allied products
FOR VALUE RECEIVED, the undersigned (the “Parent”), hereby promises to pay to KEYBANK NATIONAL ASSOCIATION 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.
Securities Purchase AgreementBalchem Corp • May 6th, 2019 • Chemicals & allied products
Between: (1) Chemgas Gilde B.V., a limited liability company organized and existing under the laws of The Netherlands, having its registered office at Heemsteedseweg 22, NL-3992 LS Houten (The Netherlands), and registered with the Dutch Chamber of Commerce (Kamer van Koophandel) under the number 65246152,
EXPLANATORY NOTE TO THIS EXHIBITStock Purchase Agreement • April 1st, 2014 • Balchem Corp • Chemicals & allied products • Delaware
This Stock Purchase Agreement (this “Agreement”), dated as of March 31, 2014, is entered into between PERFORMANCE CHEMICALS & INGREDIENTS COMPANY (d/b/a SensoryEffects), a Delaware corporation (the “Company”), the undersigned shareholders and optionholders of the Company (“Sellers”), Balchem Corporation, a Maryland corporation (“Buyer”), and, solely for the limited purposes described herein, Highlander Partners, L.P., in its capacity as the Stockholder Representative (as hereinafter defined).
EQUITY PURCHASE AGREEMENTEquity Purchase Agreement • December 18th, 2019 • Balchem Corp • Chemicals & allied products • Delaware
This Equity Purchase Agreement (the “Agreement”), dated as of December 13, 2019, is entered into by and among SensoryEffects, Inc., a Delaware corporation (the “Buyer”), Pamela A. Sander, The Vela Trust, Elizabeth Simpson and David Sander (each a “Seller” and collectively the “Sellers”), and Pamela A. Sander, in her capacity as Sellers’ Representative. Capitalized terms used in this Agreement shall have the meanings ascribed to them in Article VIII. Buyer, Sellers and the Sellers’ Representative are sometimes referred to herein each as a “Party” and, collectively, as the “Parties.”
Exhibit 99.1 FOR IMMEDIATE RELEASE Balchem Corporation Enters Into License Agreement New Hampton, New York. November 14, 2005. Balchem Corporation (Amex:BCP) has entered into a license agreement with the Project Management and Development Co., Ltd....Balchem Corp • November 14th, 2005 • Chemicals & allied products
New Hampton, New York. November 14, 2005. Balchem Corporation (Amex:BCP) has entered into a license agreement with the Project Management and Development Co., Ltd. (PMD) of Saudi Arabia, for the use of Balchem's proprietary technology in construction and operation of an aqueous choline chloride manufacturing plant.
Exhibit 10.3.2 BALCHEM CORPORATION DIRECTOR STOCK OPTION AGREEMENTBalchem Corporation Director Stock Option Agreement • September 22nd, 2004 • Balchem Corp • Chemicals & allied products
AMENDED AND RESTATED LOAN AGREEMENTLoan Agreement • February 9th, 2006 • Balchem Corp • Chemicals & allied products • New York
THIS AMENDED AND RESTATED LOAN AGREEMENT dated FEBRUARY 6, 2006 (the “Loan Agreement”) by and between BANK OF AMERICA, N.A. (as successor by merger to Fleet National Bank), a national banking association organized and existing under the laws of the United States, and having an office at Peter D. Kiernan Plaza, Albany, New York 12201 (the “Holder”); and BALCHEM CORPORATION, a corporation organized and existing under the laws of the State of Maryland and having an address of P.O. Box 600, 52 Sunrise Park Road, New Hampton, New York 10958 (the “Company”);
RESTRICTED STOCK PURCHASE AGREEMENTRestricted Stock Purchase Agreement • December 30th, 2005 • Balchem Corp • Chemicals & allied products • New York
AGREEMENT made as of this 29th day of December, 2005, (the “Effective Date”) between Balchem Corporation, Inc., a Delaware corporation (the “Company”) and [Director’s Name] (the “Purchaser”).
BALCHEM CORPORATION PERFORMANCE SHARE UNIT GRANT AGREEMENTGrant Agreement • February 16th, 2024 • Balchem Corp • Chemicals & allied products • Maryland
This PERFORMANCE SHARE UNIT GRANT AGREEMENT (the “Agreement”) made as of this _________th day of _____________, is between Balchem Corporation, a Maryland corporation (the “Company”) and ________________ (“Grantee”).
FIRST AMENDMENT TO STOCK PURCHASE AGREEMENTStock Purchase Agreement • January 10th, 2006 • Balchem Corp • Chemicals & allied products
THIS FIRST AMENDMENT TO STOCK PURCHASE AGREEMENT (this “Amendment”), dated as of the 5th day of January, 2006, by and among the Albert and Verla Richards LTD, Partnership, a Utah limited partnership (the “Partnership”), Bruce R. Sherman, Suzanne R. Sherman, Frank Ciaramella, Frank D’Angelo, Corporation of the President of The Church of Jesus Christ of Latter-day Saints (the “Church”), and Katie H. Mitchell (collectively the “Shareholders” or individually a “Shareholder”), Chelated Minerals Corporation, a Utah corporation (the “Company”), and Balchem Minerals Corporation, a Delaware corporation (the “Purchaser”). The Shareholders, Company and Purchaser may hereinafter be individually referred to as a “Party” or collectively as the “Parties.” The Parties have entered into a Stock Purchase Agreement dated as of October 31, 2005 (the “Agreement”). Capitalized terms used herein shall have the meanings set forth in the Agreement.
