Exhibit 10.2

This OMNIBUS REAFFIRMATION AND AMENDMENT AGREEMENT (this “Agreement”), dated as of July 24, 2026, is entered into by and among BALCHEM CORPORATION, a Maryland corporation (the “Parent”), each of the Domestic Subsidiary Guarantors party hereto (the “Domestic Guarantors”, and collectively with the Parent, the “Domestic Loan Parties”) and JPMORGAN CHASE BANK, N.A, as Administrative Agent (in such capacity, the “Administrative Agent”).  Capitalized terms used herein without definition shall have the meanings assigned to such terms in the Credit Agreement (as defined hereinafter).

WHEREAS, the Parent, the other Domestic Loan Parties party thereto, the Foreign Loan Parties party thereto, the lenders party thereto and JPMorgan Chase Bank, N.A., as administrative agent for the Non-EEA Agented Borrowers and J.P. Morgan SE, as administrative agent for the EEA Agented Borrowers (the “Non-U.S. Administrative Agent”), are currently party to the Amended and Restated Credit Agreement, dated as of July 27, 2022 (as amended, supplemented or otherwise modified prior to the Effective Date, the “Existing Credit Agreement”, and as amended by the Amendment (as defined below), the “Credit Agreement”);

 

WHEREAS, the Domestic Loan Parties and the Administrative Agent entered into that certain Amended and Restated Security and Pledge Agreement, dated as of July 27, 2022 (as the same may have been amended, restated, supplemented or otherwise modified prior to the date hereof, the “Domestic Security Agreement”);

 

WHEREAS, the Parent, the other Domestic Loan Parties party thereto, the Foreign Loan Parties party thereto, the Lenders party thereto, the Administrative Agent and the  Non-U.S. Administrative Agent have agreed to amend the Existing Credit Agreement pursuant to that certain Amendment No. 1 to Amended and Restated Credit Agreement, dated as of the date hereof (the “Amendment”); and the Credit Agreement provides, subject to the terms and conditions thereof, for certain extensions of credit and other financial accommodations to be made by the Lenders to or for the benefit of the Borrowers; and

 

WHEREAS, the Domestic Loan Parties wish to reaffirm the terms and conditions of the Security Agreement;

 

NOW, THEREFORE, in consideration of the premises set forth above, the parties hereto hereby agree as follows:

 

 

Liens and security interests continue to secure the Obligations, including, without limitation, all additional Obligations resulting from or incurred pursuant to the Credit Agreement.

 

Upon the Amendment No. 1 Closing Date, each reference in the Domestic Security Agreement to (i) the “Credit Agreement” shall mean and be a reference to the Credit Agreement as the same may from time to time be amended, modified or restated and (ii) any term defined in the Credit Agreement (including, without limitation, “Obligations”) shall mean and be a reference to such term as defined in the Credit Agreement and as the same may from time to time be amended, modified or restated.

 

Each Domestic Loan Party hereby represents and warrants that the representations and warranties of the Domestic Loan Parties set forth in the Domestic Security Agreement are true and correct in all material respects (or, in the case of any representation or warranty qualified by materiality or Material Adverse Effect, in all respects) on and as of the date hereof, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct in all material respects (or, in the case of any representation or warranty qualified by materiality or Material Adverse Effect, in all respects) as of such earlier date.

 

 

[Remainder of page intentionally left blank]

 

IN WITNESS WHEREOF, this Agreement has been duly executed and delivered on the date first above written.

 

ACKNOWLEDGED AND AGREED:

 

---