AMENDMENT NO. 3 TO CREDIT AGREEMENT
Exhibit 10.1
EXECUTION VERSION
AMENDMENT NO. 3 TO CREDIT AGREEMENT
This AMENDMENT NO. 3 TO CREDIT AGREEMENT, dated as of March 23, 2023 (this “Amendment”), is entered into among INTERNATIONAL FLAVORS & FRAGRANCES INC. (as successor to Nutrition & Biosciences, Inc.) (the “Company”), the Lenders signatory hereto and XXXXXX XXXXXXX SENIOR FUNDING, INC., as administrative agent (in such capacity, the “Agent”).
WHEREAS, the Company, the Lenders from time to time party thereto and the Agent are parties to that certain Term Loan Credit Agreement, dated as of January 17, 2020 (as amended by that certain Amendment No. 1 to Credit Agreement, dated as of August 25, 2020, as further supplemented by that certain Icon Debt Assumption Supplement, dated as of March 4, 2021, as further amended by that certain Amendment No. 2 to Credit Agreement, dated as of August 4, 2022, and as further amended, amended and restated, supplemented or otherwise modified prior to the date hereof, the “Credit Agreement”).
WHEREAS, pursuant to Section 9.01 of the Credit Agreement, the Company, the Lenders party hereto (constituting the Required Lenders) and the Agent have agreed to amend the Credit Agreement as provided for herein.
NOW, THEREFORE, in consideration of the mutual execution hereof and other good and valuable consideration, the parties hereto hereby agree as follows:
1. Defined Terms. Capitalized terms used herein and not otherwise defined herein have the meanings given in the Credit Agreement.
2. Amendment. Upon satisfaction of the conditions set forth in Section 3 hereof, the Credit Agreement is hereby amended as follows:
(a) Section 1.01 of the Credit Agreement is hereby amended by adding the following definitions thereto, in the appropriate alphabetical order:
“Amendment No. 3” means that certain Amendment No. 3 to Credit Agreement, dated as of March 23, 2023, among the Company, the Lenders signatory thereto and the Agent.
“Amendment No. 3 Effective Date” means the Amendment Effective Date, as defined in Amendment No. 3.
“Covenant Relief Period” means the period commencing on the Amendment No. 3 Effective Date and ending on (but excluding) the Covenant Relief Period Termination Date.
“Covenant Relief Period Termination Date” means the earlier of (a) March 31, 2025 and (b) the date on which the Agent receives a Covenant Relief Period Termination Notice from the Company.
“Covenant Relief Period Termination Notice” means a certificate of a responsible officer of the Company (a) stating that the Company irrevocably elects to terminate the Covenant Relief Period effective as of the date set forth in such certificate (which date shall be no earlier than the date of the certificate) delivered to the Agent and (b) certifying that, as of the Covenant Relief Period Termination Date, (x) the Leverage Ratio as of the end of the most recently ended Relevant Period did not exceed 3.50 to 1.00 and (y) as of and immediately after giving effect to the termination of the Covenant Relief Period on the Covenant Relief Period Termination Date, no Event of Default or Default shall have occurred and be continuing.
(b) Section 1.01 of the Credit Agreement is hereby amended by amending and restating the definition of “Loan Documents” to read as follows:
“Loan Documents” shall mean this Agreement, the Amendment No. 1, the Amendment No. 2, the Amendment No. 3, the Icon Debt Assumption Supplement and any Note.
(c) Section 5.02(a)(iv) of the Credit Agreement is hereby amended and restated in its entirety to read as follows:
(iv) other Liens securing Debt or other obligations in an aggregate principal amount at any time outstanding not to exceed (1) during the Covenant Relief Period, the greater of (x) $400,000,000 (or its equivalent in another currency or currencies) and (y) 5% of Consolidated Net Tangible Assets and (2) and any other time, the greater of (x) $500,000,000 (or its equivalent in another currency or currencies) and (y) 15% of Consolidated Net Tangible Assets;
(d) Section 5.02 of the Credit Agreement is hereby amended by adding the following new clause (g) at the end thereof:
(g) Share Repurchases. During the Covenant Relief Period, the Company will not effect any share repurchase or otherwise purchase, redeem, defease, acquire or retire for value any of the capital stock or equity interests of the Company; provided, however that, so long as no Event of Default has occurred and is continuing before or after giving effect thereto, the Company may at any time purchase, redeem, retire or otherwise acquire for value its capital stock (including any stock appreciation rights, warrants or options in respect thereof) (i) from current or former employees or directors in the ordinary course of business in accordance with the terms of any management equity plan, stock option plan or any other similar employee benefit plan, agreement or arrangement and (ii) to the extent deemed to occur upon the exercise of options or warrants by current or former employees or directors to purchase capital stock or other equity interests if such shares of capital stock or other equity interests represent a portion of the exercise price of such options or warrants.
(e) Section 5.03 of the Credit Agreement is hereby amended and restated in its entirety to read as follows:
SECTION 5.03 Financial Covenant. So long as any Advance shall remain unpaid, the Company shall maintain a Leverage Ratio as of the end of any Relevant Period of not more than 3.50 to 1.00; provided, however, that notwithstanding the foregoing, during the Covenant Relief Period, the Company shall maintain a Leverage Ratio as of the end of each
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Relevant Period (solely to the extent such Relevant Period ended prior to the Covenant Relief Period Termination Date) of not more than: (i) 5.25 to 1.00 until and including the end of the fiscal quarter ending on June 30, 2023, (ii) 5.00 to 1.00 until and including the end of the fiscal quarter ending on September 30, 2023, (iii) 4.75 to 1.00 until and including the end of the fiscal quarter ending on March 31, 2024, (iv) 4.50 to 1.00 until and including the end of the fiscal quarter ending on June 30, 2024, (iv) 4.25 to 1.00 until and including the end of the fiscal quarter ending on September 30, 2024 and (v) 4.00 to 1.00 until and including the end of the fiscal quarter ending on December 31, 2024; provided further that, commencing after the earlier of the (x) the Covenant Relief Period Termination Date and (y) the end of the fiscal quarter ending on December 31, 2024, if the Company or any of its Subsidiaries consummates an acquisition of all or substantially all of the assets of a Person, or of any business or division of a Person, for which it paid at least $500,000,000 in consideration (a “Qualifying Acquisition”), the maximum Leverage Ratio shall step up to no greater than 3.75 to 1.00 until and including the end of the third full fiscal quarter following the date of consummation of such Qualifying Acquisition and then shall be reduced to 3.50 to 1.00 thereafter.
3. Effectiveness. This Amendment will become effective upon the date on which the following conditions precedent are first satisfied (the “Amendment Effective Date”):
(a) The Agent shall have received from the Company and from Consenting Lenders (as defined below) constituting Required Lenders an executed counterpart of this Amendment (or photocopies thereof sent by fax, .pdf or other electronic means, each of which shall be enforceable with the same effect as a signed original).
(b) The Agent shall have received a certificate, dated the Amendment Effective Date and signed by a duly authorized officer of the Company, confirming (i) the representations and warranties set forth in this Amendment shall be true and correct in all material respects on and as of the Amendment Effective Date and (ii) no event shall have occurred and be continuing, or would result from this Amendment or the transactions contemplated hereby, that would, as of the Amendment Effective Date, constitute a Default.
(c) The Agent shall have received, for the account of each Lender that has executed and delivered a signature page to this Amendment at or prior to 6:00 P.M. (New York time) on March 22, 2023 (each such Lender, a “Consenting Lender”), a consent fee, in an amount equal to 0.05% of the amount of the aggregate principal amount of Advances under the Credit Agreement held by such Consenting Lender on the date hereof, which consent fee shall be earned, due and payable on the Amendment Effective Date.
(d) The Agent shall have received all expenses due and payable on or prior to the Amendment Effective Date, including, to the extent invoiced two (2) Business Days prior to the Amendment Effective Date, reimbursement or payment of all out-of-pocket expenses required to be reimbursed or paid by the Company under the Credit Agreement.
4. Representations and Warranties. The Company represents and warrants, as of the date hereof, that, after giving effect to the provisions of this Amendment, (a) each of the representations and warranties made by the Company in Section 4.01 of the Credit Agreement is
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true in all material respects on and as of the date hereof as if made on and as of the date hereof, except (i) to the extent that such representations and warranties refer to an earlier date, in which case they were true in all material respects as of such earlier date or (ii) to the extent that such representations and warranties are qualified as to materiality or Material Adverse Effect, in which case such representations and warranties shall be true in all respects, and (b) no event shall have occurred and be continuing, or would result from this Amendment or the transactions contemplated hereby, that would, as of the Amendment Effective Date, constitute a Default.
5. Effect of the Amendment. Except as expressly set forth herein, this Amendment shall not by implication or otherwise limit, impair, constitute a waiver of, or otherwise affect the rights and remedies of the Lenders or the Agent under the Credit Agreement or any other Loan Document, and shall not alter, modify, amend or in any way affect any of the terms, conditions, obligations, covenants or agreements contained in the Credit Agreement or any other Loan Document, all of which, as amended, amended and restated, supplemented or otherwise modified hereby, are ratified and affirmed in all respects and shall continue in full force and effect. Upon the effectiveness of this Amendment, each reference in the Credit Agreement and in any exhibits attached thereto to “this Agreement”, “hereunder”, “hereof”, “herein” or words of similar import shall mean and be a reference to the Credit Agreement after giving effect to this Amendment.
6. Authorization. Each of the Lenders party hereto (which collectively constitute the Required Lenders) hereby (i) authorizes and directs the Agent to execute and deliver this Amendment, and to take, or forbear from taking, any and all actions as set forth herein, and (ii) acknowledges and agrees that (x) the foregoing directed action constitutes a direction from the Required Lenders under Article 8 of the Credit Agreement, (y) Sections 8.03 (Exculpatory Provisions), 8.04 (Reliance by Agent), 8.07 (Non-Reliance on Agent and Other Lenders) and 9.04 (Costs and Expenses) and all other rights, protections, privileges, immunities, exculpations and indemnities afforded to the Agent under the Loan Documents shall apply to any and all actions taken or not taken by the Agent in accordance with such direction, and (z) the Agent may conclusively rely upon (and shall be fully protected in relying upon) the Register in determining such Xxxxxx’s ownership of the Advances on and as of the date hereof. This paragraph 6 is solely for the benefit of the Agent and the Lenders and the Company shall have no rights as third party beneficiary of the provisions in this paragraph 6.
7. Miscellaneous. The provisions of Sections 9.02 (Notices, Etc.); 9.03 (No Waiver; Remedies); 9.04 (Costs and Expenses) (except clauses (c) and (d) thereof); 9.08 (Confidentiality); 9.10 (Governing Law; Jurisdiction; Etc.); 9.11 (Execution in Counterparts); 9.14 (Acknowledgement and Consent to Bail-In of Affected Financial Institutions); and 9.19 (Waiver of Jury Trial) of the Credit Agreement shall apply with like effect to this Amendment. This Amendment shall be a “Loan Document” for all purposes under the Credit Agreement.
[REMAINDER OF XXXX LEFT INTENTIONALLY BLANK]
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IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed and delivered by their proper and duly authorized officers as of the day and year first above written.
| INTERNATIONAL FLAVORS & FRAGRANCES INC. | ||
| By: | /s/ Xxxxx Xxxxxxx | |
| Name: Xxxxx Xxxxxxx | ||
| Title: Chief Financial Officer | ||
[Signature Page to Term Loan Amendment No. 3]
| XXXXXX XXXXXXX SENIOR FUNDING, INC., | ||
| as Agent | ||
| By: | /s/ Xxxxx Xxxxxx | |
| Name: Xxxxx Xxxxxx | ||
| Title: Authorized Signatory | ||
[Signature Page to Term Loan Amendment No. 3]
| AgCountry Farm Credit Services, FLCA | ||
| as a Lender | ||
| By: | /s/ Xxxxxxx Xxxxxxxxx | |
| Name: Xxxxxxx Xxxxxxxxx | ||
| Title: Vice President | ||
[Signature Page to Term Loan Amendment No. 3]
| AgFirst Farm Credit Bank | ||
| as a Lender | ||
| By: | /s/ Xxxxxxxxxxx Xxxxxxxx | |
| Name: Xxxxxxxxxxx Xxxxxxxx | ||
| Title: Senior Vice President | ||
[Signature Page to Term Loan Amendment No. 3]
| AMERICAN AGCREDIT, PCA | ||
| as a Lender | ||
| By: | /s/ Xxxxx Xxxxxx | |
| Name: Xxxxx Xxxxxx | ||
| Title: Managing Director | ||
[Signature Page to Term Loan Amendment No. 3]
| BANK OF AMERICA, N.A., | ||
| as a Lender | ||
| By: | /s/ Xxxxxxx Xxxx | |
| Name: Xxxxxxx Xxxx | ||
| Title: Director | ||
[Signature Page to Term Loan Amendment No. 3]
| BNP Paribas | ||
| as a Lender | ||
| By: | /s/ Xxxxxxx Xxxxxx | |
| Name: Xxxxxxx Xxxxxx | ||
| Title: Managing Director | ||
| By: | /s/ Xxxxx Xxxxxx | |
| Name: Xxxxx Xxxxxx | ||
| Title: Director | ||
[Signature Page to Term Loan Amendment No. 3]
| CoBank, ACB | ||
| as a Lender | ||
| By: | /s/ Xxxxx Xxxxxx | |
| Name: Xxxxx Xxxxxx | ||
| Title: Assistant Corporate Secretary | ||
[Signature Page to Term Loan Amendment No. 3]
| Farm Credit Bank of Texas | ||
| as a Lender | ||
| By: | /s/ Xxxx X. X. Xxxxxxx | |
| Name: Xxxx X. X. Xxxxxxx | ||
| Title: Director Capital Markets | ||
[Signature Page to Term Loan Amendment No. 3]
| Farm Credit Services of America, PCA, | ||
| as a Lender | ||
| By: | /s/ Xxxxxxxx Xxxx | |
| Name: Xxxxxxxx Xxxx | ||
| Title: Vice President | ||
[Signature Page to Term Loan Amendment No. 3]
| HSBC BANK USA, NATIONAL ASSOCIATION | ||
| as a Lender | ||
| By: | /s/ Xxxx Xxxxx | |
| Name: Xxxx Xxxxx | ||
| Title: Senior Vice President #23204 | ||
[Signature Page to Term Loan Amendment No. 3]
| ING Bank N.V., Dublin Branch | ||
| as a Lender | ||
| By: | /s/ Xxxx Xxxxxxx | |
| Name: Xxxx Xxxxxxx | ||
| Title: Director | ||
| By: | /s/ Xxxxxx Xxxxxxxx | |
| Name: Xxxxxx Xxxxxxxx | ||
| Title: Director | ||
[Signature Page to Term Loan Amendment No. 3]
| Lord, Xxxxxx & Co. LLC, as investment manager on behalf of the accounts listed below | ||
| as a Lender | ||
| By: | /s/ Xxxxxxxx X. Xxxxxxx | |
| Name: Xxxxxxxx X. Xxxxxxx | ||
| Title: Member & General Counsel | ||
Lord Xxxxxx Short Duration Credit Trust II
Lord Xxxxxx Investment Trust – Lord Xxxxxx Ultra Short Bond Fund
Xxxx Xxxxxx Global Funds I plc – Lord Xxxxxx Short Duration Income Fund
Six Circles Credit Opportunities Fund-Short Duration Income Fund
Xxxx Xxxxxx Investment Trust – Xxxx Xxxxxx Corporate Bond Fund
Lord Xxxxxx Investment Trust – Lord Xxxxxx Short Duration Income Fund
Xxxx Xxxxxx Investment Trust – Lord Xxxxxx Inflation Focused Fund
Kentucky Retirement Systems Insurance Portfolio
Kentucky Retirement Systems
JNL/Lord Xxxxxx Short Duration Income Fund
[Signature Page to Term Loan Amendment No. 3]
| MIZUHO BANK, LTD. | ||
| as a Lender | ||
| By: | /s/ Xxxxx XxXxxxxxxxx | |
| Name: Xxxxx XxXxxxxxxxx | ||
| Title: Executive Director | ||
[Signature Page to Term Loan Amendment No. 3]
| MUFG BANK, LTD., | ||
| as a Lender | ||
| By: | /s/ Xxxxx Xxxxxxxxx | |
| Name: Xxxxx Xxxxxxxxx | ||
| Title: Director | ||
[Signature Page to Term Loan Amendment No. 3]
| Sumitomo Mitsui Banking Corporation | ||
| as a Lender | ||
| By: | /s/ Xxx Xxxxxx | |
| Name: Xxx Xxxxxx | ||
| Title: Director | ||
[Signature Page to Term Loan Amendment No. 3]
| TAIWAN COOPERATIVE BANK SEATTLE BRANCH, | ||
| as a Lender | ||
| By: | /s/ Xxxx-Xxxxx Xxx | |
| Name: Xxxx-Xxxxx Xxx | ||
| Title: Vice President & General Manager | ||
[Signature Page to Term Loan Amendment No. 3]
| U.S. Bank, National Association | ||
| as a Lender | ||
| By: | /s/ Xxxxxx X Xxxxxxxxx | |
| Name: Xxxxxx X Xxxxxxxxx | ||
| Title: Assistant Vice President | ||
[Signature Page to Term Loan Amendment No. 3]
| XXXXX FARGO BANK, NATIONAL ASSOCIATION | ||
| as a Lender | ||
| By: | /s/ Xxxxxxx X. Xxxxx | |
| Name: Xxxxxxx X. Xxxxx | ||
| Title: Director | ||
[Signature Page to Term Loan Amendment No. 3]
