Second Amendment, dated as of September 29, 2023, to the Note Purchase Agreement dated as of July 10, 2015 among Stepan Company and the noteholders party thereto

Exhibit 10.3

EXECUTION VERSION

STEPAN COMPANY

SEcond Amendment
Dated as of September 29, 2023



to

NOTE PURCHASE AGREEMENT
Dated as of July 10, 2015
 

second Amendment

to Note PURCHASE Agreement

This second Amendment dated as of September 29, 2023 (this “Amendment”) to that certain Note Purchase Agreement dated as of July 10, 2015 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”).

Recitals:

A. Whereas, the Company has heretofore entered into that certain Note Purchase Agreement dated as of July 10, 2015 (as amended through the date hereof, the “Note Purchase Agreement”) with each of the Purchasers listed in Schedule A thereto pursuant to which the Company issued and has outstanding $57,142,857 aggregate principal amount of its 3.95% Senior Notes due July 10, 2027 (the “Notes”);

B. Whereas, capitalized terms used herein shall have the respective meanings ascribed thereto in the Note Purchase Agreement unless herein defined or the context shall otherwise require;

C. Whereas, the Company has requested that the Noteholders make certain amendments to the Note Purchase Agreement;

D. Whereas, the Required Holders have agreed to the Company’s amendment request and the Required Holders now desire to amend the Note Purchase Agreement in the respects, but only in the respects, hereinafter set forth; and

E. Whereas, all requirements of law have been fully complied with and all other acts and things necessary to make this Amendment a valid, legal and binding instrument according to its terms for the purposes herein expressed have been done or performed.

Now, therefore, upon the full and complete satisfaction of the conditions precedent to the effectiveness of this Amendment set forth in Section 3.1 hereof, and in consideration of good and valuable consideration the receipt and sufficiency of which are hereby acknowledged, the Company and the Noteholders do hereby agree as follows:

(without a “going concern” or similar qualification or exception and without any qualification or exception as to the scope of the audit on which such opinion is based)

(g) Resignation or Replacement of Auditors— within 10 days following the date on which the Company’s auditors resign or the Company elects to change auditors, as the case may be, notification thereof, together with such further information as the Required Holders may request;

(h) Debt Rating — promptly following the occurrence thereof, notice of any change in the Debt Rating for the Notes (to the extent such Debt Rating is not a public rating); and

Section 9.10. Rating Requirements; Ratings Fee.

(a) On or prior to November 30, 2023, the Company shall deliver, or cause to be delivered, to each holder of Notes (i) a Private Rating Letter issued by an Acceptable Rating Agency setting forth the Debt Rating for the Notes and (ii) the related Private Rating Rationale Report with respect to such Debt Rating. From and after the delivery of such Private Rating Letter, the Company shall at all times maintain a Debt Rating for the Notes from an Acceptable Rating Agency.

(b) At any time that the Debt Rating maintained pursuant to clause (a) above is not a public rating, the Company will provide to each holder of a Note (i) at least annually (on or before December 31 of the applicable year) and (ii) promptly upon any change in such Debt Rating, an updated Private Rating Letter evidencing such Debt Rating and an updated Private Rating Rationale Report with respect to such Debt Rating. In addition to the foregoing information and any information specifically required to be included in any Private Rating Letter or Private Rating Rationale Report (as set forth in the respective definitions thereof), if the SVO or any other government authority having jurisdiction over any holder of any Notes from time to time requires any additional information with respect to the Debt Rating of the Notes, the Company shall use commercially reasonable efforts to procure such information from the Acceptable Rating Agency.

(c) Without limiting the Company’s obligations under the other clauses of this Section 9.10, if the Company has a Below Investment Grade

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Rating at any time during the period commencing with the Second Amendment Effective Date and ending on December 31, 2024, in addition to the interest accruing on the Notes, the Company agrees to pay to each holder of a Note a fee (a “Rating Fee”) of 0.75% per annum computed on the daily average outstanding principal amount of such Notes during each fiscal quarter during which the Company has a Below Investment Grade Rating; provided that, in no event shall a Rating Fee be payable pursuant to this Section 9.10 for any period for which a Leverage Fee is payable pursuant to Section 10.2(b). Such Rating Fee shall begin to accrue on the first day of the fiscal quarter during which the Company receives a Below Investment Grade Rating and shall, subject to the immediately succeeding sentence, continue to accrue until the Company delivers a Debt Rating as required pursuant to Section 9.10(b) reflecting an Investment Grade Rating (for the avoidance of doubt regardless of whether such Investment Grade Rating is received after December 31, 2024). In the event such a Debt Rating evidencing an Investment Grade Rating is delivered, the Rating Fee shall cease to accrue on the last day of the fiscal quarter during which such Debt Rating is delivered.

The Rating Fee with respect to each Note for each fiscal quarter for which such fee accrues shall be calculated on the same basis as interest on such Note is calculated and shall be paid in arrears within three Business Days after the last day of each fiscal quarter during which the Company had a Below Investment Grade Rating and all accrued and unpaid Rating Fees on any principal amount of a Note being paid or prepaid shall be paid concurrently with such principal.

Section 10.1. Consolidated Net Worth. The Company will not permit Consolidated Net Worth to be less than $750,000,000.

Section 10.2. Maximum Net Leverage Ratio.

(a) The Company will not permit the ratio (the “Net Leverage Ratio”), determined as of the end of each of its fiscal quarters ending on and after September 30, 2023, of (i) Consolidated Debt minus Qualified Cash, in each case as of the last day of the applicable fiscal quarter (it being understood that such difference shall not be less than zero) to (ii) Consolidated EBITDA for the period of four (4) fiscal quarters then ended, all calculated for the Company and its Subsidiaries on a consolidated basis,

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to be greater than the following ratios set forth below for the applicable fiscal quarter:

provided, that after the fiscal quarter ending June 30, 2024, the Company may, not more than two (2) times during the term of this Agreement, elect (an “Acquisition Holiday Election”) to increase the maximum Net Leverage Ratio permitted under this Section 10.2 to 4.00 to 1.00 for a period of four (4) consecutive fiscal quarters in connection with, and commencing with the first fiscal quarter ending after, an Acquisition (the “Acquisition Holiday Election Quarter”) if, the aggregate consideration paid or to be paid in respect of such Acquisition equals or exceeds $75,000,000 (it being understood that the Net Leverage Ratio shall return to less than or equal to 3.50 to 1.00 no later than the fifth fiscal quarter following the Acquisition Holiday Election Quarter) and the Company pays the additional fees required by Section 10.2(b).

(b) If the Net Leverage Ratio exceeds 3.50 to 1.00 as of the end of any fiscal quarter, as evidenced by an Officer’s Certificate delivered pursuant to Section 7.2(a), the Company shall pay a fee on the aggregate outstanding principal amount of the Notes on a per annum basis equal to 0.75% (the “Leverage Fee”; the Leverage Fee and the Rating Fee are collectively referred to herein as the “Additional Fee”). Such Leverage Fee shall begin to accrue on the first day of the fiscal quarter following the fiscal quarter in respect of which such Officer’s Certificate was delivered, and shall, subject to the immediately succeeding sentence, continue to accrue until the Company has provided an Officer’s Certificate pursuant to Section 7.2(a) demonstrating that, as of the last day of the fiscal quarter in respect of which such Officer’s Certificate is delivered, the Net Leverage Ratio is not more than 3.50 to 1.00. In the event such Officer’s Certificate evidencing that the Net Leverage Ratio is not more than 3.50 to 1.00 is delivered, the Leverage Fee shall cease to accrue on the last day of the fiscal quarter in respect of which such Officer’s Certificate is delivered.

Within 10 Business Days of the delivery of an Officer’s Certificate pursuant to Section 7.2(a) evidencing that Net Leverage Ratio exceeds 3.50 to 1.00,

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the Company shall pay to each holder of a Note the amount attributable to the Leverage Fee (the “Leverage Fee Payment”) which shall be the product of (i) the aggregate outstanding principal amount of Notes held by such holder (or its predecessor(s) in interest) as of the first day that the Leverage Fee begins to accrue with respect to the period covered by such Officer’s Certificate, (ii) 0.75% (to reflect the Leverage Fee) and (iii) 0.25 (to reflect that the Leverage Fee is payable quarterly). The Leverage Fee Payment, if any, shall be paid quarterly by wire transfer of immediately available funds to each holder of the Notes in accordance with the terms of this Agreement and all accrued and unpaid Leverage Fees on any principal amount of a Note being paid or prepaid shall be paid concurrently with such principal. The payment of a Leverage Fee shall not constitute a waiver of any Default or Event of Default.

Section 10.12 Most Favored Lender.

(a) If, on any date, the Company or any its Subsidiaries enters into, assumes or otherwise is or becomes bound or obligated under a Principal Credit Facility that contains one or more Additional Negative Covenants (including, for the avoidance of doubt, as a result of any amendment to any Principal Credit Facility, whether or not in effect on the date hereof, causing it to contain one or more Additional Negative Covenants), then (i) the Company will promptly, and in any event within five Business Days, notify the holders of the Notes thereof, and (ii) whether or not the Company provides such notice, the terms of this Agreement shall, without any further action on the part of the Company or any holder of the Notes, be deemed to be amended automatically to include each Additional Negative Covenant in this Agreement. The Company further covenants to promptly execute and deliver at its expense (including the fees and expenses of counsel for the holders of the Notes) an amendment to this Agreement in form and substance satisfactory to the Required Holders evidencing the amendment of this Agreement to include such Additional Negative Covenants in this Agreement, provided that the execution and delivery of such amendment shall not be a precondition to the effectiveness of such amendment as provided for in this clause (a), but shall merely be for the convenience of the parties hereto.

(b) If after the time this Agreement is amended pursuant to clause (a) of this Section 10.12 to include in this Agreement any Additional Negative Covenant (an “Incorporated Provision”) contained in any other agreement or instrument (the “Other Debt Agreement”), such Incorporated Provision ceases to be in effect under or is deleted from such Other Debt Agreement or is amended or modified for the purposes of such Other Debt Agreement

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so as to become less restrictive with respect to the Company and its Subsidiaries, then, upon the request of the Company, the holders of the Notes will amend this Agreement to delete or similarly amend or modify, as the case may be, such Incorporated Provision as in effect in this Agreement, provided that (i) no Default or Event of Default shall be in existence immediately before or after such deletion, amendment or modification (including under such Incorporated Provision otherwise to be deleted, amended or modified), and (ii) if any fees or other remuneration were paid to any lender under such Other Debt Agreement with respect to causing such Incorporated Provision to cease to be in effect or be deleted or to be so amended or modified, then the Company shall have paid to the holders of the Notes the same fees or other remuneration on a pro rata basis in proportion to the relative outstanding principal amounts of the Notes and the principal amount of the Debt outstanding under such Other Debt Agreement. Notwithstanding the foregoing, no amendment to this Agreement pursuant to this clause (b) as the result of any Incorporated Provision ceasing to be in effect or being deleted, amended or otherwise modified shall cause any covenant or Event of Default in this Agreement to be less restrictive as to the Company or its Subsidiaries than such covenant or Event of Default as contained in this Agreement as in effect on the date hereof, and as amended other than as the result of the application of clause (a) of this Section 10.12 originally caused by such Incorporated Provision in such Other Debt Agreement.

(l) the Company defaults in the payment of any Additional Fee on any Note for more than five Business Days after the same becomes due and payable.

The parties agree to electronic contracting and signatures with respect to this Agreement and any other Transaction Document (other than the Notes). Delivery of an electronic signature to, or a signed copy of, this Agreement and any other Transaction Document (other than the Notes) by facsimile, email or other electronic transmission shall be fully binding on the parties to the same extent as the delivery of the signed originals and shall be admissible into evidence for all purposes. Notwithstanding the foregoing, if any Purchaser shall request manually signed counterpart signatures to this Agreement or any other Transaction Document, the Company hereby agrees

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to use its reasonable endeavors to provide such manually signed signature pages as soon as reasonably practicable.

“Acceptable Rating Agency” means (a) Fitch, Moody’s or S&P, or (b) or any other credit rating agency that is recognized as a nationally recognized statistical rating organization by the SEC and approved by the Required Holders, so long as, in each case, any such credit rating agency described in clause (a) or (b) above continues to be a nationally recognized statistical rating organization recognized by the SEC and is approved as a “Credit Rating Provider” (or other similar designation) by the NAIC.

“Additional Fee” is defined in Section 10.2(b).

“Additional Negative Covenant” means any financial or negative covenant or similar restriction applicable to the Company or any Subsidiary (regardless of whether such provision is labeled or otherwise characterized as a covenant, including if stated as a default or otherwise), including any defined terms as used therein, the subject matter of which either (i) is similar to that of any negative or financial covenant in this Agreement, or related definitions in this Schedule A, but contains one or more percentages, amounts, formulas or other provisions that are more restrictive as to the Company or any Subsidiary or more beneficial to the holder or holders of the Debt to which the document containing such covenant or similar restriction relates than as set forth herein (and such covenant or similar restriction shall be deemed an Additional Negative Covenant only to the extent that it is more restrictive or more beneficial) or (ii) is different from the subject matter of any covenant in this Agreement, or the related definitions in this Schedule A.

“Below Investment Grade Rating” in respect of any Person means, at any time of determination, a Debt Rating of less than: (i) “BBB-” by S&P, (ii) “BBB-” by Fitch, (iii) “Baa3” by Moody’s or (iv) an equivalent Debt Rating by any other nationally recognized statistical rating agency.

“Debt Rating” means the debt rating of the Notes as determined from time to time by any Acceptable Rating Agency.

“Fitch” means Fitch, Inc. or, if applicable, its successor.

“Investment Grade Rating” in respect of any Person means, at any time of determination, a Debt Rating of at least: (i) “BBB-” by S&P, (ii)

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“BBB-” by Fitch, (iii) “Baa3” by Moody’s or (iv) an equivalent Debt Rating by any other nationally recognized statistical rating agency.

“Leverage Fee” is defined in Section 10.2(b).

“Leverage Fee Payment” is defined in Section 10.2(b).

“Moody’s” means Moody’s Investors Service, Inc. or, if applicable, its successor.

“Principal Credit Facility” means: (a) the Bank Credit Agreement, including any renewals, extensions, amendments, supplements, restatements, replacements or refinancing thereof, (b) the Note Purchase Agreement dated as of September 29, 2005, as Supplemented by that First Supplement thereto dated as of June 1, 2010 and that Second Supplement thereto dated as of November 1, 2011 and amended by that First Amendment thereto dated as of October 25, 2011, that Second Amendment thereto dated as of April 23, 2014 and that Third Amendment thereto dated January 30, 2018, including any renewals, extensions, amendments, supplements, restatements, replacements or refinancing thereof, (c) the Note Purchase Agreement dated as of June 27, 2013, by and among the Company and purchasers party thereto, as amended by the First Amendment thereto dated January 30, 2018, including any renewals, extensions, amendments, supplements, restatements, replacements or refinancing thereof, (d) the Note Purchase and Master Note Agreement dated as of June 10, 2021, by and among the Company, NYL Investors LLC and the purchasers party thereto, including any renewals, extensions, amendments, supplements, restatements, replacements or refinancing thereof, (e) the Note Purchase and Private Shelf Agreement dated as of June 10, 2021, by and among the Company, PGIM, Inc. and the purchasers party thereto, including any renewals, extensions, amendments, supplements, restatements, replacements or refinancing thereof and (f) any agreement under which Debt of the Company or any Subsidiary in an aggregate amount of $100,000,000 or more is outstanding or which provides for a commitment to make loans, advances or other financial accommodations to the Company or any Subsidiary in an aggregate amount of $100,000,000 or more.

“Private Rating Letter” means a letter issued by an Acceptable Rating Agency in connection with any private debt rating for the Notes, which (a) sets forth the Debt Rating for the Notes, (b) refers to the Private Placement Number issued by Standard & Poor’s CUSIP Global Service in respect of the Notes, (c) addresses the likelihood of payment of both principal and interest on the Notes (which requirement shall be deemed satisfied if either (x) such letter includes confirmation that the rating reflects

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the Acceptable Rating Agency’s assessment of the Company’s ability to make timely payment of principal and interest on the Notes or a similar statement or (y) such letter is silent as to the Acceptable Rating Agency’s assessment of the likelihood of payment of both principal and interest and does not include any indication to the contrary), (d) includes such other information describing the relevant terms of the Notes as may be required from time to time by the SVO or any other Governmental Authority having jurisdiction over any holder of any Notes and (e) shall not be subject to confidentiality provisions or other restrictions which would prevent or limit the letter from being shared with the SVO or any other Governmental Authority having jurisdiction over any holder of any Notes.

“Private Rating Rationale Report” means, with respect to any Debt Rating, a report issued by the Acceptable Rating Agency in connection with such Debt Rating setting forth an analytical review of such series of Notes explaining the transaction structure, methodology relied upon, and, as appropriate, analysis of the credit, legal, and operational risks and mitigants supporting the assigned Debt Rating for such series of Notes, in each case, on the letterhead of the Acceptable Rating Agency or its controlled website and generally consistent with the work product that an Acceptable Rating Agency would produce for a similar publicly rated security and otherwise in form and substance generally required by the SVO or any other Governmental Authority having jurisdiction over any holder of any Notes from time to time. Such report shall not be subject to confidentiality provisions or other restrictions which would prevent or limit the report from being shared with the SVO or any other Governmental Authority having jurisdiction over any holder of any Notes.

“Qualified Cash” means, as of any date of determination, the amount by which the sum of (i) unrestricted and unencumbered cash or Permitted Investments of the Company and its Domestic Subsidiaries on deposit in accounts located in the United States on such date plus (ii) an amount equal to 65% of unrestricted and unencumbered cash or Permitted Investments of the Company and its Subsidiaries on deposit in accounts not located in the United States on such date exceeds $50,000,000; provided that in no event shall the amount of Qualified Cash exceed $100,000,000.

“Rating Fee” is defined in Section 9.10.

“S&P” means S&P Global Ratings or, if applicable, its successor.

“Second Amendment Effective Date” means September 29, 2023.

“Transaction Documents” means this Agreement, the Notes, the Subsidiary Guaranty, and the other agreements, documents, certificates and instruments now or hereafter executed or delivered by the Company, any

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Subsidiary or any of their respective Affiliates in connection with this Agreement.

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[Signature Pages Follow]

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IN WITNESS WHEREOF, the undersigned have caused this Amendment to be duly executed by an authorized representative as of the date first written above.

Very truly yours,

Stepan Company

By /s/ Luis E. Rojo

Name: Luis E. Rojo

Title: Vice President and Chief Financial Officer

Stepan Specialty Products, LLC

By /s/ Luis E. Rojo

Name: Luis E. Rojo

Title: Vice President and Chief Financial Officer

Stepan Surfactants Holdings, LLC

By /s/ Luis E. Rojo

Name: Luis E. Rojo

Title: Vice President and Chief Financial Officer

Accepted as of the date first written above.

NEW YORK LIFE INSURANCE AND ANNUITY CORPORATION

By: NYL Investors, LLC, its Investment Manager

By: /s/ Andrew Donner

Name: Andrew Donner

Title: Managing Director

We acknowledge that we hold $2,857,142.80 3.95% Senior Notes, due July 10, 2027

Accepted as of the date first written above.

MASSACHUSETTS MUTUAL LIFE INSURANCE COMPANY

By: Barings LLC, as Investment Adviser

By: /s/ James Moore

Name: James Moore

Title: Managing Director

We acknowledge that we hold $11,828,571.42 3.95% Senior Notes, due July 10, 2027

C.M. LIFE INSURANCE COMPANY

By: Barings LLC, as Investment Adviser

By: /s/ James Moore

Name: James Moore

Title: Managing Director

We acknowledge that we hold $742,857.14 3.95% Senior Notes, due July 10, 2027

BANNER LIFE INSURANCE COMPANY

By: Barings LLC, as Investment Adviser

By: /s/ James Moore Name: James Moore

Title: Managing Director

We acknowledge that we hold $2,857,142.86 3.95% Senior Notes, due July 10, 2027

YF LIFE INSURANCE INTERNATIONAL LIMITED

By: Barings LLC, as Investment Adviser

By: /s/ James Moore

Name: James Moore

Title: Managing Director

We acknowledge that we hold $571,428.57 3.95% Senior Notes, due July 10, 2027

Accepted as of the date first written above.

THE GUARDIAN LIFE INSURANCE COMPANY OF AMERICA

By: Park Avenue Institutional Advisers LLC, its Investment Manager

By: /s/ Timothy Powell

Name: Timothy Powell

Title: Authorized Signatory

We acknowledge that we hold $8,000,000 3.95% Senior Notes, due July 10, 2027

Accepted as of the date first written above.

EMPOWER ANNUITY INSURANCE COMPANY OF AMERICA (f/k/a Great-West Life & Annuity Insurance Company)

By: /s/ Ward Argust

Name: Ward Argust

Title: Authorized Signatory

We acknowledge that we hold $1,142,857.18

3.95% Senior Notes, due July 10, 2027

Accepted as of the date first written above.

Connecticut General Life Insurance Company

By: /s/ Leonard Mazlish

Name: Leonard Mazlish

Title: Senior Managing Director

We acknowledge that we hold $571,428.58 3.95% Senior Notes, due July 10, 2027

Accepted as of the date first written above.

THE PRUDENTIAL INSURANCE COMPANY OF AMERICA

By: PGIM, Inc. (as Investment Manager)

By: /s/ Thomas Molzahn Vice President

We acknowledge that we hold $5,714,285.71 3.95% Senior Notes, due July 10, 2027

The Gibraltar Life Insurance Co., Ltd.

By: PGIM Japan Co., Ltd., as Investment Manager

By: PGIM, Inc., as Sub-Adviser


By: /s/ Thomas Molzahn
Vice President

We acknowledge that we hold $2,857,142.84 3.95% Senior Notes, due July 10, 2027

FARMERS INSURANCE EXCHANGE

FARMERS NEW WORLD LIFE INSURANCE

COMPANY

MID CENTURY INSURANCE COMPANY

PHYSICIANS MUTUAL INSURANCE COMPANY

By: PGIM Private Placement Investors, L.P., (as Investment Advisor)

By: PGIM Private Placement Investors, Inc.
(as its General Partner)

By: /s/ Thomas Molzahn

Vice President

We acknowledge that Farmers New World Life Insurance Company holds $2,142,857.13 3.95% Senior Notes, due July 10, 2027

We acknowledge that Physicians Mutual Insurance Company holds $714,285.71 3.95% Senior Notes, due July 10, 2027

We acknowledge that Farmers Insurance Exchange holds $4,000,000.00 3.95% Senior Notes, due July 10, 2027

We acknowledge that Mid Century Insurance Company holds $1,714,285.71 3.95% Senior Notes, due July 10, 2027

Accepted as of the date first written above.

THE LINCOLN NATIONAL LIFE INSURANCE COMPANY

By: Macquarie Investment Management Advisers, a series of Macquarie Investment Management Business Trust, Attorney in Fact

By: /s/ Brendan Dillon

Name: Brendan Dillon

Title: Senior Vice President

We acknowledge that we hold $9,714,286 3.95% Senior Notes, due July 10, 2027