EXHIBIT 99.2 Execution Copy =================================================== ============================= STEPAN COMPANY 6.86% Senior Notes due September 1, 2015 NOTE PURCHASE AGREEMENT Dated as of September 1, 2002 TABLE OF CONTENTS (Not a part...Note Purchase Agreement • November 14th, 2002 • Stepan Co • Soap, detergents, cleang preparations, perfumes, cosmetics • Illinois
Contract Type FiledNovember 14th, 2002 Company Industry Jurisdiction
STEPAN COMPANY REVOLVING CREDIT AGREEMENT DATED AS OF JANUARY 9, 1998Assignment Agreement • March 30th, 1998 • Stepan Co • Soap, detergents, cleang preparations, perfumes, cosmetics • Illinois
Contract Type FiledMarch 30th, 1998 Company Industry Jurisdiction
Section Heading Page Section 1. Background..................................... ........................................1 Section 2. Amendment and Restatement of Existing Agreements and Existing Notes....................1 Section 2.1. Amendment and...Stepan Co • March 21st, 2003 • Soap, detergents, cleang preparations, perfumes, cosmetics • New York
Company FiledMarch 21st, 2003 Industry Jurisdiction
amongRevolving Credit Agreement • November 14th, 2002 • Stepan Co • Soap, detergents, cleang preparations, perfumes, cosmetics • Illinois
Contract Type FiledNovember 14th, 2002 Company Industry Jurisdiction
STEPAN COMPANY $30,000,000 6.59% Promissory Notes, Due October 1, 2013 _____________________________________________ LOAN AGREEMENT Dated as of October 1, 1998 TABLE OF CONTENTS (not part of Agreement)Loan Agreement • March 29th, 1999 • Stepan Co • Soap, detergents, cleang preparations, perfumes, cosmetics • Illinois
Contract Type FiledMarch 29th, 1999 Company Industry Jurisdiction
CREDIT AGREEMENTCredit Agreement • April 26th, 2006 • Stepan Co • Soap, detergents, cleang preparations, perfumes, cosmetics • New York
Contract Type FiledApril 26th, 2006 Company Industry JurisdictionCREDIT AGREEMENT dated as of April 20, 2006 among STEPAN COMPANY, the LENDERS party hereto, and JPMORGAN CHASE BANK, NATIONAL ASSOCIATION, as Administrative Agent.
Section Heading Page Section 1. Background..................................... ..................................1 Section 2. Amendment and Restatement of Existing Agreements and Existing Notes..............1 Section 2.1. Amendment and Restatement of...Stepan Co • March 21st, 2003 • Soap, detergents, cleang preparations, perfumes, cosmetics • Illinois
Company FiledMarch 21st, 2003 Industry Jurisdiction
CREDIT AGREEMENT dated as of January 30, 2018 among STEPAN COMPANY as Company The Foreign Subsidiary Borrowers Party Hereto The Lenders Party Hereto and JPMORGAN CHASE BANK, N.A. as Administrative Agent and BANK OF AMERICA, N.A. as Syndication Agent...Credit Agreement • February 2nd, 2018 • Stepan Co • Soap, detergents, cleang preparations, perfumes, cosmetics • New York
Contract Type FiledFebruary 2nd, 2018 Company Industry JurisdictionCREDIT AGREEMENT (this “Agreement”) dated as of January 30, 2018 among STEPAN COMPANY, the FOREIGN SUBSIDIARY BORROWERS from time to time party hereto, the LENDERS from time to time party hereto, and JPMORGAN CHASE BANK, N.A., as Administrative Agent.
CREDIT AGREEMENT dated as of August 27, 2010 among STEPAN COMPANY The Lenders Party Hereto and JPMORGAN CHASE BANK, N.A. as Administrative Agent J.P. MORGAN SECURITIES INC. as Sole Bookrunner and Sole Lead ArrangerCredit Agreement • September 2nd, 2010 • Stepan Co • Soap, detergents, cleang preparations, perfumes, cosmetics • New York
Contract Type FiledSeptember 2nd, 2010 Company Industry JurisdictionCREDIT AGREEMENT (this “Agreement”) dated as of August 27, 2010 among STEPAN COMPANY, the LENDERS from time to time party hereto, and JPMORGAN CHASE BANK, N.A., as Administrative Agent.
CREDIT AGREEMENT dated as of September 20, 2012 among STEPAN COMPANY as Borrower The Lenders Party Hereto and JPMORGAN CHASE BANK, N.A. as Administrative Agent and BANK OF AMERICA, N.A. as Syndication Agent J.P. MORGAN SECURITIES LLC as Sole...Credit Agreement • September 25th, 2012 • Stepan Co • Soap, detergents, cleang preparations, perfumes, cosmetics • New York
Contract Type FiledSeptember 25th, 2012 Company Industry JurisdictionCREDIT AGREEMENT (this “Agreement”) dated as of September 20, 2012 among STEPAN COMPANY, the LENDERS from time to time party hereto, and JPMORGAN CHASE BANK, N.A., as Administrative Agent.
AMENDED AND RESTATED CREDIT AGREEMENT dated as of July 10, 2014 among STEPAN COMPANY as Borrower The Lenders Party Hereto and JPMORGAN CHASE BANK, N.A. as Administrative Agent and BANK OF AMERICA, N.A. as Syndication Agent J.P. MORGAN SECURITIES LLC...Credit Agreement • July 11th, 2014 • Stepan Co • Soap, detergents, cleang preparations, perfumes, cosmetics • New York
Contract Type FiledJuly 11th, 2014 Company Industry JurisdictionAMENDED AND RESTATED CREDIT AGREEMENT (this “Agreement”) dated as of July 10, 2014 among STEPAN COMPANY, the LENDERS from time to time party hereto, and JPMORGAN CHASE BANK, N.A., as Administrative Agent.
FIRST AMENDMENT TO NOTE PURCHASE AGREEMENTNote Purchase Agreement • February 2nd, 2018 • Stepan Co • Soap, detergents, cleang preparations, perfumes, cosmetics • New York
Contract Type FiledFebruary 2nd, 2018 Company Industry JurisdictionSTEPAN COMPANY, a Delaware corporation (together with any successor thereto that becomes a party hereto pursuant to Section 10.7, the “Company”), agrees with the Purchasers listed in the attached Schedule A (the “Purchasers”) to this Note Purchase Agreement (this “Agreement”) as follows:
THIRD AMENDMENT TO NOTE PURCHASE AGREEMENTNote Purchase Agreement • February 2nd, 2018 • Stepan Co • Soap, detergents, cleang preparations, perfumes, cosmetics • New York
Contract Type FiledFebruary 2nd, 2018 Company Industry JurisdictionSTEPAN COMPANY, a Delaware corporation (the “Company”), agrees with the Purchasers listed in the attached Schedule A (the “Purchasers”) to this Note Purchase Agreement (this “Agreement”) as follows:
STEPAN COMPANY FIRST AMENDMENT TO NOTE PURCHASE AGREEMENT Dated as of October 25, 2011 to: NOTE PURCHASE AGREEMENT dated as of September 29, 2005Note Purchase Agreement • October 28th, 2011 • Stepan Co • Soap, detergents, cleang preparations, perfumes, cosmetics • Illinois
Contract Type FiledOctober 28th, 2011 Company Industry JurisdictionTHIS FIRST AMENDMENT TO NOTE PURCHASE AGREEMENT, dated as of October 25, 2011 (this “First Amendment”), is among STEPAN COMPANY, a Delaware corporation (the “Company”), and each of the institutions which is a signatory to this First Amendment (collectively, the “Noteholders”).
Subsidiary GuarantySubsidiary Guaranty • June 14th, 2021 • Stepan Co • Soap, detergents, cleang preparations, perfumes, cosmetics • New York
Contract Type FiledJune 14th, 2021 Company Industry JurisdictionThis Subsidiary Guaranty dated as of June 10, 2021 (as the same may be amended, restated, supplemented or otherwise modified from time to time, this “Guaranty”) is entered into on a joint and several basis by each of the undersigned together with any Subsidiaries which become parties to this Guaranty by executing a Supplement hereto in the form attached hereto as Annex I (each a “Guarantor” and collectively, the “Guarantors”), for the benefit of the holders from time to time of the Notes (the “Holders”) and Prudential (as defined below) (together with the “Holders” each a “Beneficiary” and collectively, the “Beneficiaries”).
STEPAN COMPANY SECOND SUPPLEMENT TO NOTE PURCHASE AGREEMENT Dated as of November 1, 2011 Re: $65,000,000 4.86% Series 2011-A Senior Notes DUE NOVEMBER 1, 2023Note Purchase Agreement • November 4th, 2011 • Stepan Co • Soap, detergents, cleang preparations, perfumes, cosmetics • New York
Contract Type FiledNovember 4th, 2011 Company Industry JurisdictionThis Second Supplement to Note Purchase Agreement (the “Supplement”) is between STEPAN COMPANY, a Delaware corporation (the “Company”), and the institutional investors named on Schedule A attached hereto (the “Purchasers”).
STEPAN COMPANY PERFORMANCE GRANT AGREEMENTPerformance Grant Agreement • February 27th, 2018 • Stepan Co • Soap, detergents, cleang preparations, perfumes, cosmetics
Contract Type FiledFebruary 27th, 2018 Company IndustryTHIS AGREEMENT (this “Agreement”), dated as of the __ day of , , is entered into by and between Stepan Company, a Delaware corporation (the “Company”), and [Participant Name] (the “Participant”).
STEPAN COMPANY STOCK APPRECIATION RIGHTS AGREEMENT2011 Incentive Compensation Plan • February 23rd, 2015 • Stepan Co • Soap, detergents, cleang preparations, perfumes, cosmetics
Contract Type FiledFebruary 23rd, 2015 Company IndustryTHIS AGREEMENT (this “Agreement”), dated as of the ______ day of ______________, 20____, is entered into by and between Stepan Company, a Delaware corporation (the “Company”), and __________________________(the “Participant”).
STEPAN COMPANYNote Purchase Agreement • June 3rd, 2010 • Stepan Co • Soap, detergents, cleang preparations, perfumes, cosmetics • New York
Contract Type FiledJune 3rd, 2010 Company Industry JurisdictionThis First Supplement to Note Purchase Agreement (the “Supplement”) is between STEPAN COMPANY, a Delaware corporation (the “Company”), and the institutional investors named on Schedule A attached hereto (the “Purchasers”).
STEPAN COMPANY SECond Amendment Dated as of September 29, 2023 to NOTE PURCHASE AGREEMENT Dated as of June 27, 2013Note Purchase Agreement • September 29th, 2023 • Stepan Co • Soap, detergents, cleang preparations, perfumes, cosmetics
Contract Type FiledSeptember 29th, 2023 Company IndustryThis second Amendment dated as of September 29, 2023 (this “Amendment”) to that certain Note Purchase Agreement dated as of June 27, 2013 is among Stepan Company, a Delaware corporation (the “Company”), each Subsidiary Guarantor party hereto and each holder of Notes (as hereinafter defined) that is a party hereto (collectively, the “Noteholders”).
GUARANTYGuaranty • July 13th, 2015 • Stepan Co • Soap, detergents, cleang preparations, perfumes, cosmetics • New York
Contract Type FiledJuly 13th, 2015 Company Industry JurisdictionTHIS GUARANTY (as the same may be amended, restated, supplemented or otherwise modified from time to time, this “Guaranty”) is made as of July 10, 2015, by Stepan Specialty Products, LLC, a Delaware limited liability company (together with any Subsidiaries which become parties to this Guaranty by executing a Supplement hereto in the form attached hereto as Annex I, the “Guarantors”), for the benefit of the holders from time to time of the Notes (as defined below) (the “Holders”).
AMENDMENT NO. 1 Dated as of September 29, 2023 to CREDIT AGREEMENT Dated as of June 24, 2022Credit Agreement • September 29th, 2023 • Stepan Co • Soap, detergents, cleang preparations, perfumes, cosmetics • New York
Contract Type FiledSeptember 29th, 2023 Company Industry JurisdictionTHIS AMENDMENT NO. 1 TO CREDIT AGREEMENT (this “Amendment”) is made as of September 29, 2023 (the “Amendment No. 1 Effective Date”) by and among Stepan Company (the “Borrower”), the “Lenders” (as defined below) signatory hereto and JPMorgan Chase Bank, N.A., as Administrative Agent (the “Administrative Agent”), under that certain Credit Agreement dated as of June 24, 2022 by and among the Borrower, the Foreign Subsidiary Borrowers from time to time party thereto, the financial institutions from time to time party thereto (the “Lenders”) and the Administrative Agent (as amended, the “Credit Agreement”). Capitalized terms used herein and not otherwise defined herein shall have the respective meanings given to them in the Credit Agreement.
SEPARATION AGREEMENT AND RELEASESeparation Agreement and Release • September 20th, 2018 • Stepan Co • Soap, detergents, cleang preparations, perfumes, cosmetics • Illinois
Contract Type FiledSeptember 20th, 2018 Company Industry JurisdictionThis Separation Agreement and Release (“Agreement”) is entered into by JENNIFER ANSBRO HALE (“Executive”) and STEPAN COMPANY (the “Company”).
STEPAN COMPANY RESTRICTED STOCK AGREEMENTRestricted Stock Agreement • February 16th, 2007 • Stepan Co • Soap, detergents, cleang preparations, perfumes, cosmetics • Illinois
Contract Type FiledFebruary 16th, 2007 Company Industry JurisdictionTHIS AGREEMENT (the “Agreement”), is made and entered into as of day of , 20 (the “Date of Grant”) by and between Stepan Company, a Delaware corporation (the “Company”) and (the “Participant”).
STEPAN COMPANY RESTRICTED STOCK AGREEMENTRestricted Stock Agreement • February 21st, 2006 • Stepan Co • Soap, detergents, cleang preparations, perfumes, cosmetics • Illinois
Contract Type FiledFebruary 21st, 2006 Company Industry JurisdictionTHIS AGREEMENT (the “Agreement”), is made and entered into as of day of , 200 (the “Date of Grant”) by and between Stepan Company, a Delaware corporation (the “Company”) and (the “Participant”).
SETTLEMENT AGREEMENT UNITED STATES and STEPAN COMPANYSettlement Agreement • November 18th, 2004 • Stepan Co • Soap, detergents, cleang preparations, perfumes, cosmetics
Contract Type FiledNovember 18th, 2004 Company Industry
STEPAN COMPANY PERFORMANCE GRANT AGREEMENT2011 Incentive Compensation Plan • July 29th, 2011 • Stepan Co • Soap, detergents, cleang preparations, perfumes, cosmetics
Contract Type FiledJuly 29th, 2011 Company IndustryTHIS AGREEMENT (this “Agreement”), dated as of the day of , 20 , is entered into by and between Stepan Company, a Delaware corporation (the “Company”), and (the “Participant”).
AMENDMENT NO. 1 to REVOLVING CREDIT AGREEMENTRevolving Credit Agreement • March 15th, 2004 • Stepan Co • Soap, detergents, cleang preparations, perfumes, cosmetics • Illinois
Contract Type FiledMarch 15th, 2004 Company Industry JurisdictionTHIS AMENDMENT NO. 1 TO REVOLVING CREDIT AGREEMENT (the “Amendment”) is made as of March 8, 2004, but effective as of December 31, 2003 (the “Effective Date”), by and among STEPAN COMPANY (the “Borrower”), the financial institutions listed on the signature pages hereof (the “Banks”) and BANK ONE, NA, in its capacity as contractual representative (the “Agent”) under that certain Revolving Credit Agreement dated as of May 3, 2002 by and among the Borrower, the financial institutions party thereto and the Agent (as amended, supplemented or otherwise modified as of the date hereof, the “Credit Agreement”). Defined terms used herein and not otherwise defined herein shall have the meaning given to them in the Credit Agreement.
STEPAN COMPANY STOCK AWARDS AGREEMENTStock Awards Agreement • October 30th, 2013 • Stepan Co • Soap, detergents, cleang preparations, perfumes, cosmetics
Contract Type FiledOctober 30th, 2013 Company IndustryTHIS STOCK AWARDS AGREEMENT (this “Agreement”), is made and entered into as of the ____ day of __________, 20___ (the “Date of Grant”) by and between Stepan Company, a Delaware corporation (the “Company”), and _________________ (the “Participant”).
2.37% Senior Notes, Series 2021-B, due September 23, 2028 andMaster Note Agreement • June 14th, 2021 • Stepan Co • Soap, detergents, cleang preparations, perfumes, cosmetics • New York
Contract Type FiledJune 14th, 2021 Company Industry Jurisdictionwhich becomes bound by certain provisions of this Agreement as hereinafter provided (each such New York Life Affiliate together with the Initial Purchasers, a “Purchaser” and collectively, the “Purchasers”)
STEPAN COMPANY INCENTIVE STOCK OPTION AGREEMENTIncentive Stock Option Agreement • December 23rd, 2004 • Stepan Co • Soap, detergents, cleang preparations, perfumes, cosmetics
Contract Type FiledDecember 23rd, 2004 Company IndustryTHIS AGREEMENT, dated as of the day of , 200 , and entered into by and between Stepan Company, a Delaware corporation (the “Company”), and (the “Participant”).
STEPAN COMPANY NOTE PURCHASE AGREEMENT DATED AS OF JULY 10, 2015 Issuance of $100,000,000 3.95% Senior Notes, due July 10, 2027Stepan Company Note Purchase Agreement • July 13th, 2015 • Stepan Co • Soap, detergents, cleang preparations, perfumes, cosmetics • New York
Contract Type FiledJuly 13th, 2015 Company Industry JurisdictionSTEPAN COMPANY, a Delaware corporation (together with any successor thereto that becomes a party hereto pursuant to Section 10.7, the “Company”), agrees with the Purchasers listed in the attached Schedule A (the “Purchasers”) to this Note Purchase Agreement (this “Agreement”) as follows:
STEPAN COMPANY THIRD AMENDMENT Dated as of December 28, 2010 to: AMENDED 1998 NOTE AGREEMENT and Each as described herein1998 Note Agreement • February 28th, 2011 • Stepan Co • Soap, detergents, cleang preparations, perfumes, cosmetics • Illinois
Contract Type FiledFebruary 28th, 2011 Company Industry JurisdictionTHIS THIRD AMENDMENT, dated as of December 28, 2010 (the “Third Amendment”), to each of the Outstanding Agreements (as defined below) is among STEPAN COMPANY, a Delaware corporation (the “Company”), and each of the institutions which is a signatory to this Third Amendment (collectively, the “Noteholders”).
Prudential Shelf Facility Note Purchase and Private Shelf AgreementDefined Terms • June 14th, 2021 • Stepan Co • Soap, detergents, cleang preparations, perfumes, cosmetics • New York
Contract Type FiledJune 14th, 2021 Company Industry Jurisdiction
STEPAN COMPANY NON-QUALIFIED STOCK OPTION AGREEMENTNon-Qualified Stock Option Agreement • July 29th, 2011 • Stepan Co • Soap, detergents, cleang preparations, perfumes, cosmetics
Contract Type FiledJuly 29th, 2011 Company IndustryTHIS AGREEMENT (this “Agreement”), dated as of the day of , 20 , is entered into by and between Stepan Company, a Delaware corporation (the “Company”), and (the “Participant”).