FIRST AMENDMENT TO CREDIT AGREEMENT
FIRST AMENDMENT (this Amendment), dated as of June 16, 2022, to the Credit Agreement dated as of December 22, 2021 (as amended, restated, supplemented or otherwise modified from time to time prior to the date hereof, the Credit Agreement) among Church & Dwight Co., Inc., a Delaware corporation (the Borrower), the lenders from time to time party thereto (collectively, the Lenders and each individually, a Lender), Bank of America, N.A., as Administrative Agent (in such capacity, the Administrative Agent) and a Lender, and Wells Fargo Bank, National Association and Truist Bank, as Syndication Agents. The Credit Agreement, as amended by this Amendment, is hereinafter referred to as the Amended Credit Agreement. Unless otherwise defined herein, capitalized terms that are defined in the Amended Credit Agreement are used herein as defined therein.
WHEREAS, the Borrower has requested that the Credit Agreement be amended to (a) replace LIBOR (as defined in the Credit Agreement) with Term SOFR and make certain conforming changes, (b) amend the financial covenant and (c) effect certain other modifications, in each case as set forth in Section 1 hereof.
WHEREAS, the Administrative Agent and each of the Lenders party hereto are willing to amend the Credit Agreement on the terms and subject to the conditions hereof.
NOW, THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto hereby agree as follows:
Section 1. Amendments to Credit Agreement. Effective as of the First Amendment Effective Date (as defined below):
(a) the Credit Agreement is hereby amended to delete the stricken text (indicated textually in the same manner as the following example:
stricken text) and to add the bold, double-underlined text (indicated textually in the same manner as the following example: double-underlined text) as set forth in the Amended Credit Agreement attached as Annex A hereto;
(b) Exhibits A (Form of Committed Loan Notice) and D (Form of Compliance Certificate) to the Credit Agreement are hereby amended and restated in their entirety as set forth on Annexes B and C hereto; and
(c) Schedules 5.12(e), 5.12(d), 5.13 and 7.02 to the Credit Agreement are hereby deleted.
Section 2. Effectiveness. The amendments to the Credit Agreement pursuant to Section 1 hereof shall become effective as of the date (the First Amendment Effective Date) on which each of the following conditions has been satisfied or waived:
(a) the Administrative Agent shall have received executed counterparts of this Amendment from the Borrower, each Lender party to the Credit Agreement and the Administrative Agent;
(b) the representations and warranties contained in Section 4 hereof shall be true and correct in all material respects (except to the extent that any representation and warranty is otherwise qualified by materiality, in which case such representation and warranty shall be true and correct in all respects) on and as of the First Amendment Effective Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct as of such earlier date; and