Common use of Conditions to Effectiveness of this Second Amendment Clause in Contracts

Conditions to Effectiveness of this Second Amendment. Section 4.1. This Second Amendment shall not become effective until, and shall become effective when, each and every one of the following conditions shall have been satisfied: (a) executed counterparts of this Second Amendment, duly executed by the Company and the holders of at least 51% of the outstanding principal of the Notes, shall have been delivered to the Noteholders; (b) the Noteholders shall have received evidence satisfactory to them that (i) amendments to (A) the Bank Credit Agreement, (B) the Note Purchase Agreement dated as of April 5, 2013 among the Company and the purchasers named in Schedule A thereto and (C) the Note Purchase Agreement dated as of November 6, 2015 among the Company and the purchasers named in Schedule A thereto and (ii) the Note Purchase Agreement dated as of May 3, 2017 among the Company and the purchasers named in Schedule A thereto have in each case been executed and delivered with substantially similar terms to those included herein and are in full force and effect; (c) the Noteholders shall have received a copy of the resolutions of the Board of Directors of the Company authorizing the execution, delivery and performance by the Company of this Second Amendment, certified by its Secretary or an Assistant Secretary; Sensient Technologies Corporation Second Amendment (d) the representations and warranties of the Company set forth in Section 3 hereof are true and correct on and with respect to the date hereof; and (e) the Noteholders shall have received the favorable opinion of counsel to the Company as to the matters set forth in Sections 3.1(a), 3.1(b) and 3.1(c) hereof, which opinion shall be in form and substance satisfactory to the Noteholders. Upon receipt of all of the foregoing, this Second Amendment shall become effective.

Conditions to Effectiveness of this Second Amendment. Section 4.1. This Second Amendment shall not become effective until, and shall become effective when, each and every one of the following conditions shall have been satisfied: (a) executed counterparts of this Second Amendment, duly executed by the Company and the holders of at least 51100% in aggregate principal amount of the outstanding principal of the Notes, shall have been delivered to the Noteholders; (b) the Noteholders shall have received evidence satisfactory to them that (i) amendments a fully executed copy of Amendment Number Five to (A) the Bank Senior Credit Agreement, (B) the Note Purchase Agreement dated as of April 5, 2013 among the Company and the purchasers named in Schedule A thereto and (C) the Note Purchase Agreement dated as of November 6, 2015 among the Company and the purchasers named in Schedule A thereto and (ii) a fully executed copy of the Note Purchase Agreement dated as of May 3, 2017 among Seventh Amendment to the Company and the purchasers named in Schedule A thereto have in each case been executed and delivered with substantially similar terms to those included herein and are in full force and effectSenior Private Placement Agreement; (c) the Noteholders shall have received a copy of the resolutions of the Board of Directors of the Company authorizing the execution, delivery and performance by the Company of this Second Amendment, certified by its Secretary or an Assistant Secretary; Sensient Technologies Corporation Second Amendment (d) the representations and warranties of the Company set forth in Section 3 hereof are shall be true and correct on and with respect to the effective date hereofhereof and the execution and delivery by the Company of this Second Amendment shall constitute the certification by the Company of the same; and (ed) the Noteholders each Noteholder shall have received received, and the favorable opinion Company hereby agrees to pay to each Noteholder, an amendment and consent fee equal to 0.50% of counsel the aggregate principal amount of the outstanding Notes held by such Noteholder as of the date of this Second Amendment, such fee to be paid by wire transfer of immediately available funds in the manner provided in Schedule A to the Note Purchase Agreements. The Company’s agreement to pay such fees shall constitute an obligation to be performed by the Company as to under the matters set forth in Sections 3.1(a), 3.1(bNote Purchase Agreements for purposes of Section 12(d) and 3.1(c) hereof, which opinion shall be in form and substance satisfactory to the Noteholdersthereof. Upon receipt satisfaction of all of the foregoing, this Second Amendment shall become effective.

Conditions to Effectiveness of this Second Amendment. Section 4.13.1. This Second Amendment shall not become effective until, and shall become effective when, each and every one of the following conditions shall have been satisfied: (a) executed counterparts of this Second Amendment, duly executed by the Company and the holders of at least 51% of the outstanding principal of the Notes, shall have been delivered to the Noteholders; (b) the Noteholders shall have received evidence satisfactory to them that (i) amendments to (A) the Bank Credit Agreement, (B) the Note Purchase Agreement dated as of April 5, 2013 among the Company and the purchasers named in Schedule A thereto and (C) the Note Purchase Agreement dated as of November 6, 2015 among the Company and the purchasers named in Schedule A thereto and (ii) the Note Purchase Agreement dated as of May 3, 2017 among the Company and the purchasers named in Schedule A thereto have in each case been executed and delivered with substantially similar terms to those included herein and are in full force and effect; (c) the Noteholders shall have received a copy of the resolutions of the Board of Directors of the Company authorizing the execution, delivery and performance by the Company of this Second Amendment, certified by its Secretary or an Assistant Secretary; Sensient Technologies Corporation Second Amendment; (c) on or before December 31, 2006, the Noteholders shall have received evidence satisfactory to them and their special counsel that the 2004 Notes have been paid in full; (d) the representations and warranties of the Company set forth in Section 3 2 hereof are true and correct on and with respect to the date hereof; andhereof and the execution and delivery by the Company of this Second Amendment shall constitute certification of the same; (e) the Noteholders shall have received the favorable opinion of counsel to the Company as to the matters set forth in Sections 3.1(a2.1(a), 3.1(b2.1(b) and 3.1(c2.1(c) hereof, which opinion shall be in form and substance satisfactory to the Noteholders; and (f) each holder of a Note shall have received a non-refundable fee equal to 0.10% of the aggregate outstanding principal amount of the Notes held by such holder. Upon receipt of all of the foregoing, this Second Amendment shall become effective.

Conditions to Effectiveness of this Second Amendment. Section 4.13.1. This Second Amendment shall not become effective until, and shall become effective when, Upon satisfaction of each and every one of the following conditions conditions, this Second Amendment shall have been satisfied:become effective as of November 30, 2007 (the “Effective Date”): (a) executed counterparts of this Second Amendment, duly executed by the Company and the holders of at least 51more than 50% of the outstanding principal of the Original Notes, shall have been delivered to the Noteholders; (b) the Noteholders Amended and Restated Notes, duly executed by the Company, shall have received evidence satisfactory been delivered to them that (i) amendments to (A) the Bank Credit Agreement, (B) the Note Purchase Agreement dated as of April 5, 2013 among the Company and the purchasers named in Schedule A thereto and (C) the Note Purchase Agreement dated as of November 6, 2015 among the Company and the purchasers named in Schedule A thereto and (ii) the Note Purchase Agreement dated as of May 3, 2017 among the Company and the purchasers named in Schedule A thereto have in each case been executed and delivered with substantially similar terms to those included herein and are in full force and effectappropriate Noteholders; (c) the Noteholders each Guarantor shall have received a copy duly executed the Reaffirmation of the resolutions of the Board of Directors of the Company authorizing the execution, delivery and performance by the Company of this Second Amendment, certified by its Secretary or an Assistant Secretary; Sensient Technologies Corporation Second AmendmentGuaranty Agreement attached hereto; (d) the representations and warranties of the Company set forth in Section 3 2 hereof are true and correct on and with respect to the date hereof; and; (e) the Noteholders Company shall have delivered to each Noteholder evidence that the Bank Credit Agreement has been amended in substantially the same manner as the Original Note Purchase Agreement has been amended by this Second Amendment; (f) the Company shall have delivered to each Noteholder an Officer’s Certificate, dated the Effective Date, certifying that the conditions specified in Section 3.1(d) hereof have been fulfilled; (g) the Company shall have delivered to each Noteholder a certificate certifying as to the resolutions attached thereto and other proceedings relating to the authorization, execution and delivery of this Second Amendment and the Amended and Restated Notes; (h) each Noteholder shall have received an opinion from Hunton & Xxxxxxxx LLP, special counsel for the favorable opinion of counsel to Company, dated the Company as to the matters set forth Effective Date, in Sections 3.1(a)scope, 3.1(b) and 3.1(c) hereof, which opinion shall be in form and substance satisfactory to the Required Holders; (i) each Noteholder shall have received, by payment in immediately available funds to the account of such Noteholder set forth in Schedule A to the Note Purchase Agreement or at such other account as such Noteholder shall have specified to the Company in writing for such purpose the amount set forth opposite such Noteholder’s name in Schedule 1 attached hereto; and (j) the Company shall have paid the reasonable fees and expenses of Xxxxxx Xxxxxx LLP, special counsel to the Noteholders, in connection with the negotiation, preparation, approval, execution and delivery of this Second Amendment. Upon receipt of all of the foregoing, this Second Amendment shall become effective.

Conditions to Effectiveness of this Second Amendment. Section 4.13.1. This Second Amendment shall not become effective until, and shall become effective when, each and every one of the following conditions shall have been satisfied: (a) executed counterparts of this Second Amendment, duly executed by the Company Company, the Trust and the holders of at least 5150% of the outstanding principal of the Notes, shall have been delivered to the Noteholdersholders of Notes; (b) the Noteholders holders of Notes shall have received evidence satisfactory to them that each of the following shall have been amended in form and substance consistent with this Second Amendment: (i) amendments to (A) the Bank Credit Agreement, (B) the Note Purchase Agreement dated as of April 5June 27, 2013 among the Company Company, the Trust and each of the purchasers named “Purchasers” listed in Schedule A thereto attached thereto, (ii) the Note Purchase and Private Shelf Agreement dated as of May 28, 2014 among the Company, the Trust and each of the “Purchasers” listed in Schedule A thereto, (Ciii) the Note Purchase Agreement dated as of November 6September 30, 2015 among the Company Company, the Trust and each of the purchasers named “Purchasers” listed in Schedule A thereto and thereto, (iiiv) the Note Purchase Agreement dated as of May 3December 21, 2017 among the Company Company, the Trust and each of the purchasers named “Purchasers” listed in Schedule A thereto have and (v) the Note Purchase Agreement dated as of December 27, 2019 among the Company, the Trust and each of the “Purchasers” listed in each case been executed and delivered with substantially similar terms to those included herein and are in full force and effectSchedule A thereto; (c) the Noteholders holders of Notes shall have received a copy of the resolutions of the Board of Directors Trustees of the Company Trust authorizing the execution, delivery and performance by the Company and the Trust of this Second Amendment, certified by its Secretary or an Assistant Secretary; Sensient Technologies Corporation Second Amendment; (d) the recitals set forth above and the representations and warranties of the Company and the Trust set forth in Section 3 2 hereof are true and correct on and with respect to the date hereof; (e) each holder of a Note shall have received an amendment fee in an amount equivalent to 0.10% of the outstanding principal amount of its Note; and (ef) to the Noteholders shall have received extent invoiced at least one (1) Business Day prior to the favorable opinion date hereof, the fees and expenses of Xxxxxxx and Xxxxxx, LLP, counsel to the Company as to Noteholders, shall have been paid by the matters set forth Company, in Sections 3.1(a)connection with the negotiation, 3.1(b) preparation, approval, execution and 3.1(c) hereof, which opinion shall be in form and substance satisfactory to the Noteholdersdelivery of this Second Amendment. Upon receipt of all of the foregoing, this Second Amendment shall become effective.

Conditions to Effectiveness of this Second Amendment. Section 4.1SECTION 3.1. This Second Amendment shall not become effective until, and shall become effective when, each and every one of the following conditions shall have been satisfied: (a) executed counterparts of this Second Amendment, duly executed by the Company Obligors and the holders of at least 51% of the outstanding principal of the Notes, shall have been delivered to the Noteholders; (b) the Noteholders shall have received evidence satisfactory to them that (i) amendments to (A) the Bank Credit Agreement, (B) the Note Purchase Agreement dated as of April 5, 2013 among the Company and the purchasers named in Schedule A thereto and (C) the Note Purchase Agreement dated as of November 6, 2015 among the Company and the purchasers named in Schedule A thereto and (ii) the Note Purchase Agreement dated as of May 3, 2017 among the Company and the purchasers named in Schedule A thereto have in each case been executed and delivered with substantially similar terms to those included herein and are in full force and effect; (c) the Noteholders shall have received a copy of the resolutions of the Board of Directors of the Company each Obligor authorizing the execution, delivery and performance by the Company such Obligor of this Second Amendment, certified by its such Obligor's Secretary or an Assistant Secretary; Sensient Technologies Corporation Second Amendment; (dc) the representations and warranties of the Company Obligors set forth in Section 3 2 hereof are true and correct on and with respect to the date hereof; and; (ed) the Noteholders shall have received the favorable opinion of counsel to the Company Obligors as to the matters set forth in Sections 3.1(a2.1(a), 3.1(b2.1(b) and 3.1(c2.1(c) hereof, which opinion shall be in form and substance satisfactory to the Noteholders; and (e) the Noteholders shall have received a true, correct and complete copy of the Amendment to the Bank Credit Agreement dated the date hereof. Upon receipt of all of the foregoing, this Second Amendment shall become effectiveeffective as of March 30, 2001.

Conditions to Effectiveness of this Second Amendment. Section 4.13.1. This Second Amendment shall not become effective until, and shall become effective when, each and every one of the following conditions shall have been satisfied: (a) executed counterparts of this Second Amendment, duly executed by the Company and the holders of at least 51more than 50% of the outstanding principal of the NotesNotes outstanding as of the date of this Second Amendment (exclusive of Notes owned by the Company or any of its Affiliates), shall have been delivered to the Noteholders; (b) the Noteholders shall have received evidence reasonably satisfactory to them that (i) amendments to (A) the Bank Credit Agreement, (B) the Note Purchase Agreement dated as of April 5July 31, 2013 among 2006 between the Company and each of the purchasers named listed in Schedule A thereto and (C) has been amended substantially as proposed in the Note Purchase Agreement dated form annexed hereto as of November 6, 2015 among the Company and the purchasers named in Schedule A thereto and (ii) the Note Purchase Agreement dated as of May 3, 2017 among the Company and the purchasers named in Schedule A thereto have in each case been executed and delivered with substantially similar terms to those included herein and are in full force and effectExhibit D; (c) the Noteholders shall have received evidence satisfactory to them that the Bank Credit Agreement has been amended substantially as proposed in the form annexed hereto as Exhibit E; (d) the Noteholders shall have received a copy of the resolutions of the Board of Directors of the Company authorizing the execution, delivery and performance by the Company of this Second Amendment, certified by its Secretary or an Assistant Secretary; Sensient Technologies Corporation Second Amendment (d) the representations and warranties of the Company set forth in Section 3 hereof are true and correct on and with respect to the date hereof; and; (e) the Noteholders shall have received the favorable opinion of counsel to the Company as to the matters set forth in Sections 3.1(aSection 2.1(a), 3.1(b2.1(b), 2.1(c) and 3.1(c2.1(d) hereof, which opinion shall be cover matters as set forth in form Exhibit F; and (f) the reasonable fees and substance satisfactory expenses of Xxxxxxx and Xxxxxx, LLP, counsel to the Noteholders, shall have been paid by the Company, in connection with the negotiation, preparation, approval, execution and delivery of this Second Amendment. Upon receipt of all of the foregoing, this Second Amendment shall become effective.

Conditions to Effectiveness of this Second Amendment. Section 4.1. This Second Amendment shall not become effective until, and shall become effective when, each and every one of the following conditions shall have been satisfied:: Sensient Technologies Corporation Second Amendment (a) executed counterparts of this Second Amendment, duly executed by the Company and the holders of at least 51% of the outstanding principal of the Notes, shall have been delivered to the Noteholders; (b) the Noteholders shall have received evidence satisfactory to them that (i) amendments to (A) the Bank Credit Agreement, (B) the Note Purchase Agreement dated as of April 5March 22, 2013 2011 among the Company and the purchasers named in Schedule A thereto and (C) the Note Purchase Agreement dated as of November 6, 2015 among the Company and the purchasers named in Schedule A thereto and (ii) the Note Purchase Agreement dated as of May 3, 2017 among the Company and the purchasers named in Schedule A thereto have in each case been executed and delivered with substantially similar terms to those included herein and are in full force and effect; (c) the Noteholders shall have received a copy of the resolutions of the Board of Directors of the Company authorizing the execution, delivery and performance by the Company of this Second Amendment, certified by its Secretary or an Assistant Secretary; Sensient Technologies Corporation Second Amendment; (d) the representations and warranties of the Company set forth in Section 3 hereof are true and correct on and with respect to the date hereof; and (e) the Noteholders shall have received the favorable opinion of counsel to the Company as to the matters set forth in Sections 3.1(a), 3.1(b) and 3.1(c) hereof, which opinion shall be in form and substance satisfactory to the Noteholders. Upon receipt of all of the foregoing, this Second Amendment shall become effective.

Conditions to Effectiveness of this Second Amendment. Section 4.1. This Second Amendment shall not become effective until, and shall become effective when, each and every one of the following conditions shall have been satisfied: (a) executed counterparts of this Second Amendment, duly executed by the Company and the holders of at least 51% of the outstanding principal amount of the Notes, shall have been delivered to the Noteholders; (b) the Noteholders shall have received evidence satisfactory to them that (i) amendments to (A) the Bank Credit Agreement, (B) the Note Purchase Agreement dated as of April 5, 2013 among the Company and the purchasers named in Schedule A thereto and (C) the Note Purchase Agreement dated as of November 6, 2015 among the Company and the purchasers named in Schedule A thereto and (ii) the Note Purchase Agreement dated as of May 3, 2017 among the Company and the purchasers named in Schedule A thereto have in each case been executed and delivered with substantially similar terms to those included herein and are in full force and effect; (c) the Noteholders shall have received a copy of the resolutions of the Board of Directors of the Company authorizing the execution, delivery and performance by the Company of this Second Amendment, certified by its Secretary or an Assistant Secretary; Sensient Technologies Corporation Second Amendment (d) the representations and warranties of the Company set forth in Section 3 2 hereof are true and correct on and with respect to the date hereof; (c) the Company shall have paid all costs and expenses incurred by the Noteholders in connection with the consummation of the transactions contemplated by this Second Amendment, including, without limitation, the fees and expenses of Xxxxxxx and Xxxxxx, special counsel to the Noteholders, which are reflected in statements of such counsel rendered on or prior to the effective date of this Second Amendment; and (ed) in consideration of the agreement of the Noteholders to amend the Note Agreement as set forth in Section 1, each Noteholder shall have received a fee equal to 0.15% of the favorable opinion unpaid principal amount of counsel the Notes held by such Noteholder, whether or not such Noteholder shall have executed and delivered a counterpart to the Company as to the matters set forth in Sections 3.1(a), 3.1(b) and 3.1(c) hereof, which opinion shall be in form and substance satisfactory to the Noteholdersthis Second Amendment. Upon receipt of all of the foregoing, this Second Amendment shall become effective.

Conditions to Effectiveness of this Second Amendment. Section 4.13.1. This Second Amendment shall not become effective until, and shall become effective when, each and every one of the following conditions shall have been satisfied: (a) executed counterparts of this Second Amendment, duly executed by the Company Issuer, the Parent and the holders of at least 51more than 50% of the outstanding principal of the Notes, including executed counterparts of the confirmation and agreement by the Subsidiary Guarantors, shall have been delivered to the Noteholders; (b) the Noteholders shall have received evidence satisfactory to them that (i) amendments to (A) the Bank Credit Agreement, (B) the Note Purchase Agreement dated as of April 5December 18, 2013 2014 among the Company Issuer, the Parent and the purchasers named thereto has been amended substantially in Schedule A thereto and (C) the Note Purchase Agreement dated form annexed hereto as of November 6, 2015 among the Company and the purchasers named in Schedule A thereto and (ii) the Note Purchase Agreement dated as of May 3, 2017 among the Company and the purchasers named in Schedule A thereto have in each case been executed and delivered with substantially similar terms to those included herein and are in full force and effectExhibit A; (c) the Noteholders shall have received a copy evidence satisfactory to them that the Note Purchase Agreement dated as of December 1, 2015 among the resolutions of Issuer, the Board of Directors of Parent and the Company authorizing purchasers thereto has been executed and delivered in substantially in the execution, delivery and performance by the Company of this Second Amendment, certified by its Secretary or an Assistant Secretary; Sensient Technologies Corporation Second Amendmentform annexed hereto as Exhibit B; (d) the representations and warranties of the Company Issuer and the Parent set forth in Section 3 2 hereof are true and correct on and with respect to the date hereof; and (e) the Noteholders shall have received the favorable opinion fees and expenses of Xxxxxxx and Xxxxxx, LLP, counsel to the Company as to Noteholders, shall have been paid by the matters set forth Issuer, in Sections 3.1(a)connection with the negotiation, 3.1(b) preparation, approval, execution and 3.1(c) hereof, which opinion shall be in form and substance satisfactory to the Noteholdersdelivery of this Second Amendment. Upon receipt of all of the foregoing, this Second Amendment shall become effective.

Conditions to Effectiveness of this Second Amendment. Section 4.13.1. This Second Amendment shall not become effective until, and shall become effective when, each and every one of the following conditions shall have been satisfied:satisfied (the “Effective Date”): (a) executed counterparts of this Second Amendment, duly executed by the Company Issuer, the Parent and the holders of at least 51more than 50% of the outstanding principal of the Notes, including executed counterparts of the confirmation and agreement by the Subsidiary Guarantors, shall have been delivered to the Noteholders; (b) the Noteholders shall have received evidence satisfactory to them that (i) amendments to (A) the Bank Credit Agreement, (B) the Note Purchase Agreement dated as of April 516, 2013 2014 among the Company Issuer, the Parent and the purchasers named thereto has been amended substantially in Schedule A thereto and (C) the Note Purchase Agreement dated same form as of November 6set forth by the amendments included herein; STAG INDUSTRIAL OPERATING PARTNERSHIP, 2015 among the Company and the purchasers named in Schedule A thereto and (ii) the Note Purchase Agreement dated as of May 3, 2017 among the Company and the purchasers named in Schedule A thereto have in each case been executed and delivered with substantially similar terms to those included herein and are in full force and effect;L.P. SECOND AMENDMENT TO DECEMBER 2014 NOTE PURCHASE AGREEMENT (c) the Noteholders shall have received a copy evidence satisfactory to them that the Note Purchase Agreement dated as of December 1, 2015 among the resolutions of Issuer, the Board of Directors of Parent and the Company authorizing purchasers thereto has been executed and delivered in substantially in the execution, delivery and performance same form as set forth by the Company of this Second Amendment, certified by its Secretary or an Assistant Secretary; Sensient Technologies Corporation Second Amendmentamendments included herein; (d) the Noteholders shall have received evidence satisfactory to them that the Note Purchase Agreement dated as of date hereof among the Issuer, the Parent and the purchasers thereto has been executed and delivered in substantially in the same form as set forth by the amendments included herein; (e) the representations and warranties of the Company Issuer and the Parent set forth in Section 3 2 hereof are true and correct on and with respect to the date hereof; and (ef) the Noteholders shall have received the favorable opinion fees and expenses of Xxxxxxx and Xxxxxx, LLP, counsel to the Company as to Noteholders, shall have been paid by the matters set forth Issuer, in Sections 3.1(a)connection with the negotiation, 3.1(b) preparation, approval, execution and 3.1(c) hereof, which opinion shall be in form and substance satisfactory to the Noteholdersdelivery of this Second Amendment. Upon receipt of all of the foregoing, this Second Amendment shall become effective.

Conditions to Effectiveness of this Second Amendment. Section 4.13.1. This Second Amendment shall not become effective until, and shall become effective when, each and every one of the following conditions shall have been satisfied: (a) executed counterparts of this Second Amendment, duly executed by the Company and the holders of at least 51100% of the outstanding principal of the Notes, shall have been delivered to the Noteholders;; Otter Tail Corporation Second Amendment to Note Purchase Agreement (b) the Noteholders shall have received evidence satisfactory to them that (i) amendments to (A) the Bank Credit Agreement, (B) the Note Purchase Agreement dated as of April 5, 2013 among the Company and the purchasers named in Schedule A thereto and (C) the Note Purchase Agreement dated as of November 6, 2015 among the Company and the purchasers named in Schedule A thereto and (ii) the Note Purchase Agreement dated as of May 3, 2017 among the Company and the purchasers named in Schedule A thereto have in each case been executed and delivered with substantially similar terms to those included herein and are in full force and effect; (c) the Noteholders shall have received a copy of the resolutions of the Board of Directors of the Company authorizing the execution, delivery and performance by the Company of this Second Amendment, certified by its Secretary or an Assistant Secretary; Sensient Technologies Corporation Second Amendment; (dc) the representations and warranties of the Company set forth in Section 3 § 2 hereof are true and correct on and with respect to the date hereof; and; (ed) the Noteholders shall have received the favorable opinion of counsel to the Company as to the matters set forth in Sections 3.1(a§§ 2.1(a), 3.1(b2.1(b) and 3.1(c2.1(c) hereof, which opinion shall be in form and substance satisfactory to the Noteholders; (e) Varistar Corporation shall have affirmed its obligations under the Guaranty Agreement pursuant to an Affirmation in the form of Exhibit A hereto; (f) the Banks which are parties to the Bank Credit Agreement which contains ratings triggers, shall have entered into an amendment to the Bank Credit Agreement to remove such triggers; (g) the Company shall have paid the reasonable fees and expenses of Cxxxxxx and Cxxxxx, counsel to the Noteholders, pursuant to § 4.1; and (h) the Company shall have paid to the holders of the Notes, on a pro rata basis, a non-refundable fee of one-tenth of one percent (1/10 of 1%) of the outstanding principal amount of the Notes. Upon receipt of all of the foregoing, this Second Amendment shall become effective.

Conditions to Effectiveness of this Second Amendment. Section 4.13.1. This Second Amendment shall not become effective until, and shall become effective when, each and every one of the following conditions shall have been satisfied: (a) executed counterparts of this Second Amendment, duly executed by the Company Company, the Issuer and the holders of at least 51% of the outstanding principal of the Notes, shall have been delivered to the Noteholders; (b) the Noteholders shall have received evidence satisfactory to them that (i) amendments to (A) the Bank Credit Agreement, (B) the Note Purchase Agreement dated as of April 5, 2013 among the Company and the purchasers named in Schedule A thereto and (C) the Note Purchase Agreement dated as of November 6, 2015 among the Company and the purchasers named in Schedule A thereto and (ii) the Note Purchase Agreement dated as of May 3, 2017 among the Company and the purchasers named in Schedule A thereto have in each case been executed and delivered with substantially similar terms to those included herein and are in full force and effect; (c) the Noteholders shall have received a copy of the resolutions of the Board of Directors of the Company authorizing the execution, delivery and performance by the Company of this Second Amendment, certified by its Secretary or an Assistant Secretary; Sensient Technologies Corporation Second Amendment (d) the representations and warranties of the Company and the Issuer set forth in Section 3 §2 hereof are true and correct on and with respect to the date hereof; (c) executed counterparts of a First Amendment dated as of the date hereof to the Note Purchase Agreement dated as of July 28, 2008 duly executed by the Company, the Issuer and the holders of at least 51% of the aggregate outstanding principal of the Series A and Series B Notes issued thereunder, shall have been delivered to the Noteholders; (d) the Company shall have paid a fee to each Noteholder in an amount equal to 0.15% of the unpaid principal balance of each Note held by such Noteholder; and (e) the Noteholders Company and the Issuer’s counsel shall have received delivered its opinion, dated the favorable opinion date hereof, substantially in the form of counsel to the Company as to the matters set forth in Sections 3.1(a), 3.1(b) and 3.1(c) hereofExhibit A hereto, which opinion shall be in form and substance reasonably satisfactory to the Noteholdersholders of the Notes. Upon receipt of all of the foregoing, this Second Amendment shall become effective.

Conditions to Effectiveness of this Second Amendment. Section 4.13.1. This Second Amendment shall not become effective until, and shall become effective when, each and every one of the following conditions shall have been satisfied: (a) executed counterparts of this Second Amendment, duly executed by the Company Company, the Trust and the holders of at least 5150% of the outstanding principal of the Notes, shall have been delivered to the Noteholdersholders of Notes; (b) the Noteholders holders of Notes shall have received evidence satisfactory to them that each of the following shall have been amended in form and substance consistent with this Second Amendment: (i) amendments to (A) the Bank Credit Agreement, (B) the Note Purchase Agreement dated as of April 5June 27, 2013 among the Company Company, the Trust and each of the purchasers named “Purchasers” listed in Schedule A thereto attached thereto, (ii) the Note Purchase and Private Shelf Agreement dated as of May 28, 2014 among the Company, the Trust and each of the “Purchasers” listed in Schedule A thereto, (Ciii) the Note Purchase Agreement dated as of November 6August 19, 2015 2016 among the Company Company, the Trust and each of the purchasers named “Purchasers” listed in Schedule A thereto and thereto, (iiiv) the Note Purchase Agreement dated as of May 3December 21, 2017 among the Company Company, the Trust and each of the purchasers named “Purchasers” listed in Schedule A thereto have and (v) the Note Purchase Agreement dated as of December 27, 2019 among the Company, the Trust and each of the “Purchasers” listed in each case been executed and delivered with substantially similar terms to those included herein and are in full force and effectSchedule A thereto; (c) the Noteholders holders of Notes shall have received a copy of the resolutions of the Board of Directors Trustees of the Company Trust authorizing the execution, delivery and performance by the Company and the Trust of this Second Amendment, certified by its Secretary or an Assistant Secretary; Sensient Technologies Corporation Second Amendment; (d) the recitals set forth above and the representations and warranties of the Company and the Trust set forth in Section 3 2 hereof are true and correct on and with respect to the date hereof; (e) each holder of a Note shall have received an amendment fee in an amount equivalent to 0.10% of the outstanding principal amount of its Note; and (ef) to the Noteholders shall have received extent invoiced at least one (1) Business Day prior to the favorable opinion date hereof, the fees and expenses of Xxxxxxx and Xxxxxx, LLP, counsel to the Company as to Noteholders, shall have been paid by the matters set forth Company, in Sections 3.1(a)connection with the negotiation, 3.1(b) preparation, approval, execution and 3.1(c) hereof, which opinion shall be in form and substance satisfactory to the Noteholdersdelivery of this Second Amendment. Upon receipt of all of the foregoing, this Second Amendment shall become effective.

Conditions to Effectiveness of this Second Amendment. Section 4.13.1. This Second Amendment shall not become effective until, and shall become effective when, each and every one of the following conditions shall have been satisfied: (a) executed counterparts of this Second Amendment, duly executed by the Company and the holders of at least 51% of the outstanding principal of the Notes, shall have been delivered to the Noteholders; (b) executed counterparts of the Noteholders Pledge Agreement, duly executed by the Company, the Bank Lenders and the Noteholders, shall have received evidence satisfactory been delivered to them that (i) amendments to (A) the Bank Credit Agreement, (B) the Note Purchase Agreement dated as of April 5, 2013 among the Company and the purchasers named in Schedule A thereto and (C) the Note Purchase Agreement dated as of November 6, 2015 among the Company and the purchasers named in Schedule A thereto and (ii) the Note Purchase Agreement dated as of May 3, 2017 among the Company and the purchasers named in Schedule A thereto have in each case been executed and delivered with substantially similar terms to those included herein and are in full force and effectNoteholders; (c) the Noteholders shall have received a copy of the resolutions of the Board of Directors of the Company authorizing the execution, delivery and performance by the Company of this Second Amendment, certified by its Secretary or an Assistant Secretary; Sensient Technologies Corporation Second Amendment (d) the representations and warranties of the Company set forth in Section 3 2 hereof and in the Pledge Agreement are true and correct on and with respect to the date hereof; andSecond Amendment to Note Purchase Purchase Agreement (ed) the Noteholders shall have received the favorable opinion of counsel to the Company as to the matters set forth in Sections 3.1(a2.1(a), 3.1(b2.1(b), 2.1(c), 2.1(d) and 3.1(c2.1(e) hereof, which opinion shall be in form and substance satisfactory to the Noteholders. ; (e) the reasonable fees and expenses of Xxxxxxx and Xxxxxx, counsel to the Noteholders, in connection with the negotiation, preparation, approval, execution and delivery of this Second Amendment and the Pledge Agreement, have been paid in full, Upon receipt of all of the foregoing, this Second Amendment shall become effective.

Conditions to Effectiveness of this Second Amendment. Section 4.13.1. This Second Amendment shall not become effective until, and shall become effective when, each and every one of the following conditions shall have been satisfied: (a) executed counterparts of this Second Amendment, duly executed by the Company and the holders of at least 51% of the outstanding principal of the Notes, shall have been delivered to the Noteholders; (b) the Noteholders shall have received evidence satisfactory to them that (i) amendments the 2014 Credit Agreement has been entered into in form and substance satisfactory to (A) the Bank Credit Agreement, (B) Noteholders and in substantial conformity with the Note Purchase Agreement dated proposed amendment of such definitions as of April 5, 2013 among the Company and the purchasers named contained in Schedule A thereto and (C) the Note Purchase Agreement dated as of November 6, 2015 among the Company and the purchasers named in Schedule A thereto and (ii) the Note Purchase Agreement dated as of May 3, 2017 among the Company and the purchasers named in Schedule A thereto have in each case been executed and delivered with substantially similar terms to those included herein and are in full force and effect;Section 1 hereof; X.X. XXXXXX COMPANY SECOND AMENDMENT (c) the Noteholders shall have received evidence satisfactory to them that an amendment to the 2012 Note Purchase Agreement, including, without limitation, with respect to the definition of “Consolidated EBITDA” and the required Leverage Ratio, has been entered into in form and substance satisfactory to the Noteholders and in substantial conformity with the proposed amendments contained in Section 1 hereof; and (d) the Noteholders shall have received a copy of the resolutions of the Board of Directors of the Company authorizing the execution, delivery and performance by the Company of this Second Amendment, certified by its Secretary or an Assistant Secretary; Sensient Technologies Corporation Second Amendment; (de) the representations and warranties of the Company set forth in Section 3 2 hereof are true and correct on and with respect to the date hereof; (f) the Company shall have paid the reasonable fees and expenses of Xxxxxxx and Xxxxxx LLP, special counsel to the Noteholders, in connection with the negotiation, preparation, approval, execution and delivery of this Second Amendment; (g) each holder of a Note shall have received an amendment fee in an amount equal to 0.175% of the outstanding principal amount of its Notes; and (eh) the Noteholders shall have received the favorable opinion of internal counsel to the Company Company, or to the extent determined by the Company, its outside counsel, as to the matters set forth in Sections 3.1(a2.1(a), 3.1(b2.1(b) and 3.1(c2.1(c) hereof, which opinion shall be in form and substance satisfactory to the Noteholders. Upon receipt of all of the foregoing, this Second Amendment shall become effective.

Conditions to Effectiveness of this Second Amendment. Section 4.13.1. This Second Amendment shall not become effective until, and shall become effective when, each and every one of the following conditions shall have been satisfied: (a) executed counterparts of this Second Amendment, duly executed by the Company, the Parent Company and the holders of at least 51100% of the outstanding principal of the Notes, shall have been delivered to the Noteholders; (b) the Noteholders shall have received evidence satisfactory to them that (i) amendments to (A) the Bank Credit Agreement, (B) the Note Purchase Agreement dated as of April 5, 2013 among the Company and the purchasers named in Schedule A thereto and (C) the Note Purchase Agreement dated as of November 6, 2015 among the Company and the purchasers named in Schedule A thereto and (ii) the Note Purchase Agreement dated as of May 3, 2017 among the Company and the purchasers named in Schedule A thereto have in each case been executed and delivered with substantially similar terms to those included herein and are in full force and effect; (c) the Noteholders shall have received a copy of the resolutions of the Board of Directors of the Parent Company GP authorizing the execution, delivery and performance by the Company and the Parent Company of this Second Amendment, certified by its Secretary or an Assistant Secretary; Sensient Technologies Corporation Second Amendment; (dc) the representations and warranties of the Company and the Parent Company set forth in Section 3 2 hereof are shall be true and correct on and with respect to the date hereof; and; (ed) the Noteholders shall have received the favorable opinion of Vxxxxx & Exxxxx L.L.P., special counsel to the Company and the Parent Company, and Nxxxx X. Xxxxxx, Esq., Vice President and General Counsel of the Parent Company GP as to the matters set forth in Sections 3.1(a2.1(a), 3.1(b2.1(b) and 3.1(c2.1(c) hereof, hereof which opinion shall be in form and substance satisfactory to the Required Holders; (e) the Company shall have paid the fees and expenses of Cxxxxxx and Cxxxxx LLP, counsel to the Noteholders, in connection with the negotiation, preparation, approval, execution and delivery of this Second Amendment. Penn Virginia Second Amendment Upon receipt of all of the foregoing, this Second Amendment shall become effective.

Conditions to Effectiveness of this Second Amendment. Section 4.13.1. This Second Amendment shall not become effective until, and shall become effective when, each and every one of the following conditions shall have been satisfied: (a) executed counterparts of this Second Amendment, duly executed by the Company and the holders of at least 51100% of the outstanding principal of the Notes, shall have been delivered to the Noteholders; (b) the Noteholders Company shall have received evidence provided the Noteholders with true, correct and complete copies of the amendments to each of the Principal Credit Facilities relating to the subject matter of this Second Amendment in form and substance satisfactory to them that (i) amendments to (A) the Bank Credit Agreement, (B) the Note Purchase Agreement dated as of April 5, 2013 among the Company and the purchasers named in Schedule A thereto and (C) the Note Purchase Agreement dated as of November 6, 2015 among the Company and the purchasers named in Schedule A thereto and (ii) the Note Purchase Agreement dated as of May 3, 2017 among the Company and the purchasers named in Schedule A thereto have in each case been executed and delivered with substantially similar terms to those included herein and are in full force and effectNoteholders; (c) the Noteholders shall have received a copy of the resolutions of the Board of Directors of the Company authorizing the execution, delivery and performance by the Company of this Second Amendment, certified by its Secretary or an Assistant Secretary; Sensient Technologies Corporation Second Amendment; (d) the representations and warranties of the Company set forth in Section 3 hereof are true and correct on and with respect to the date hereof; and (e) the Noteholders shall have received the favorable opinion of counsel to the Company (which may be internal counsel) as to the matters set forth in Sections 3.1(a), 3.1(b2.1(a) and 3.1(c2.1(b) hereof, which opinion shall be in form and substance satisfactory to the Noteholders. Upon receipt ; and (e) the Company shall have paid or caused to be paid reasonable, out-of-pocket fees and expenses of all Xxxxxxx and Xxxxxx LLP, special counsel to the Noteholders, in connection with the negotiation, approval, execution and delivery of this Second Amendment, to the extent invoiced at least 2 Business Days in advance of the foregoing, this Second Amendment shall become effectivedate hereof.

Conditions to Effectiveness of this Second Amendment. Section 4.13.1. This Second Amendment shall not become effective until, and shall become effective when, each and every one of the following conditions shall have been satisfied: (a) executed counterparts of this Second Amendment, duly executed by the Company and the holders of at least 5166- 2/3% of the outstanding principal of the Notes, shall have been delivered to the Noteholders; ; (b) executed counterparts of the Noteholders shall have received evidence satisfactory to them that (i) amendments to (A) the Bank Credit Agreement, (B) the Note Purchase Amended and Restated Intercreditor Agreement dated as of April 5March 30, 2013 2000, among the Noteholders, the Banks, the Company and each Subsidiary delivering a guaranty to the Banks in respect of the Loan Agreement, duly executed by the parties thereto, shall have been delivered to the Noteholders; (c) copies of the final executed form of the Loan Agreement between the Company and the purchasers named in Schedule A thereto and (C) the Note Purchase Agreement dated as of November 6, 2015 among the Company and the purchasers named in Schedule A thereto and (ii) the Note Purchase Agreement dated as of May 3, 2017 among the Company and the purchasers named in Schedule A thereto Banks shall have in each case been executed and delivered with substantially similar terms to those included herein and are in full force and effect; (c) the Noteholders shall have received a copy together with copies of each of the resolutions of the Board of Directors of the Company authorizing the execution, delivery and performance Guaranties delivered by the Company of this Second AmendmentSubsidiaries in connection therewith, certified by its Secretary or an Assistant Secretarywhich Loan Agreement and Guaranties shall be in form and substance satisfactory to the Noteholders; Sensient Technologies Corporation Second Amendment and (d) the representations and warranties of the Company set forth in Section 3 2 hereof are true and correct on and with respect to the date hereof; and (e) hereof and a certificate of a Responsible Officer certifying the Noteholders same shall have received the favorable opinion of counsel to the Company as to the matters set forth in Sections 3.1(a), 3.1(b) and 3.1(c) hereof, which opinion shall be in form and substance satisfactory been delivered to the Noteholders. Upon receipt of all of the foregoing, this Second Amendment shall become effective.effective as of the date hereof, except that, for purposes of the reporting requirements under Section 7.1(a) and (b) and 7.4 of the Note Agreements, and compliance with the covenants under Sections 9 and 10 thereof, Sections 1.1 and 1.5 hereof shall have effect in respect of fiscal periods from January 1,

Conditions to Effectiveness of this Second Amendment. Section 4.13.1. This Second Amendment shall not become effective until, and shall become effective when, each and every one of the following conditions shall have been satisfied:: Sensient Technologies Corporation Second Amendment to 2017 NPA (a) executed counterparts of this Second Amendment, duly executed by the Company and the holders of at least 51100% of the outstanding principal of the Notes, shall have been delivered to the Noteholders; (b) the Noteholders shall have received evidence satisfactory to them that (i) amendments to (A) the Bank Credit Agreement, (B) the Note Purchase Agreement dated as of April 5, 2013 among the Company and the purchasers named in Schedule A thereto and thereto, (CB) the Note Purchase Agreement dated as of November 6, 2015 among the Company and the purchasers named in Schedule A thereto and (iiC) the Note Purchase Agreement dated as of May 3November 1, 2017 2018 among the Company and the purchasers named in Schedule A thereto thereto, have in each case been executed and delivered with substantially similar terms to those included herein and are in full force and effect; (c) the Noteholders shall have received a copy of evidence satisfactory to them that the resolutions of the Board of Directors of the Company authorizing the execution, delivery Bank Credit Agreement has been been executed and performance delivered with substantially similar terms to those included herein or as otherwise approved by the Company of this Second Amendment, certified by its Secretary or an Assistant SecretaryNoteholders and is in full force and effect; Sensient Technologies Corporation Second Amendmentand (d) the representations and warranties of the Company set forth in Section 3 2 hereof are true and correct on and with respect to the date hereof; and (e) the Noteholders shall have received the favorable opinion of counsel to the Company as to the matters set forth in Sections 3.1(a), 3.1(b) and 3.1(c) hereof, which opinion shall be in form and substance satisfactory to the Noteholders. Upon receipt of all of the foregoing, this Second Amendment shall become effectiveeffective (the “Effective Date”).

Conditions to Effectiveness of this Second Amendment. Section 4.13.1. This Second Amendment shall not become effective until, and shall become effective when, each and every one of the following conditions shall have been satisfied: (a) executed counterparts of this Second Amendment, duly executed by the Company Company, the Trust and the holders of at least 5150% of the outstanding principal of the Notes, shall have been delivered to the Noteholdersholders of Notes; (b) the Noteholders holders of Notes shall have received evidence satisfactory to them that each of the following shall have been amended in form and substance consistent with this Second Amendment: (i) amendments to (A) the Bank Credit Agreement, (B) the Note Purchase and Private Shelf Agreement dated as of April 5May 28, 2013 2014 among the Company Company, the Trust and each of the purchasers named “Purchasers” listed in Schedule A thereto and (C) the Note Purchase Agreement dated as of November 6thereto, 2015 among the Company and the purchasers named in Schedule A thereto and (ii) the Note Purchase Agreement dated as of May 3September 30, 2015 among the Company, the Trust and each of the “Purchasers” listed in Schedule A thereto, (iii) the Note Purchase Agreement dated as of August 19, 2016 among the Company, the Trust and each of the “Purchasers” listed in Schedule A thereto, (iv) the Note Purchase Agreement dated as of December 21, 2017 among the Company Company, the Trust and each of the purchasers named “Purchasers” listed in Schedule A thereto have and (v) the Note Purchase Agreement dated as of December 27, 2019 among the Company, the Trust and each of the “Purchasers” listed in each case been executed and delivered with substantially similar terms to those included herein and are in full force and effectSchedule A thereto; (c) the Noteholders holders of Notes shall have received a copy of the resolutions of the Board of Directors Trustees of the Company Trust authorizing the execution, delivery and performance by the Company and the Trust of this Second Amendment, certified by its Secretary or an Assistant Secretary; Sensient Technologies Corporation Second Amendment; (d) the recitals set forth above and the representations and warranties of the Company and the Trust set forth in Section 3 2 hereof are true and correct on and with respect to the date hereof; (e) each holder of a Note shall have received an amendment fee in an amount equivalent to 0.10% of the outstanding principal amount of its Note; and (ef) to the Noteholders shall have received extent invoiced at least one (1) Business Day prior to the favorable opinion date hereof, the fees and expenses of Xxxxxxx and Xxxxxx, LLP, counsel to the Company as to Noteholders, shall have been paid by the matters set forth Company, in Sections 3.1(a)connection with the negotiation, 3.1(b) preparation, approval, execution and 3.1(c) hereof, which opinion shall be in form and substance satisfactory to the Noteholdersdelivery of this Second Amendment. Upon receipt of all of the foregoing, this Second Amendment shall become effective.