Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Entry into a Material Definitive Agreement.

Balchem;

BCP Ingredients, Inc., a Delaware corporation, ABERCO, INC., a Maryland corporation, SensoryEffects, Inc., a Delaware corporation, Albion Laboratories, Inc., a Nevada corporation, SensoryEffects Cereal Systems, Inc., a Delaware corporation, and Innovative Food Processors, Inc., a Delaware corporation (each, a “Domestic Guarantor”);

JPMorgan Chase Bank, N.A., as administrative agent; and

JPMorgan Chase Bank, N.A., Bank of America, N.A., Farm Credit Services of America, PCA, KeyBank National Association, Coöperatieve Rabobank U.A., New York Branch, Suntrust Bank, BMO Harris Bank N.A., and Wells Fargo Bank, National Association (each, a “Lender”).

The Credit Agreement provides that an aggregate principal amount of up to $500 million (the “Senior Credit Facility”) will be available through a revolving credit facility.  The Senior Credit Facility will be available from time to time until the fifth anniversary of the Closing Date.  The Senior Credit Facility may be split into two tranches consisting of (i) a U.S. tranche available to Balchem in U.S. dollars only and (ii) a foreign tranche available to Balchem and certain of its foreign subsidiaries in Euros and certain other foreign currencies.

The Senior Credit Facility includes (i) a $10 million sublimit for the issuance of standby letters of credit denominated in U.S. dollars and alternative currencies (each, a “Letter of Credit”) and (ii) a $10 million sublimit for swing line loans denominated in U.S. dollars (each, a “Swing Line Loan”).  Balchem must repay each Swing Line Loan in full no later than ten business days after such loan is made.

Balchem may from time to time add one or more tranches of incremental term loans to the Senior Credit Facility and/or increase the revolving commitments under the Senior Credit Facility, subject to the satisfaction of certain conditions.  The aggregate principal amount of all incremental facilities must not exceed $250 million.

The proceeds of the Senior Credit Facility that Balchem drew on the Closing Date were used solely to refinance certain of Balchem’s indebtedness as of the Closing Date, including the payment in full of all outstanding indebtedness under the Previous Credit

The Senior Credit Facility will terminate and all amounts outstanding thereunder will be due and payable in full five years after the Closing Date.

The interest rates per annum applicable to the Senior Credit Facility (other than in respect of Swing Line Loans) will be, at Balchem’s option, (i) LIBOR plus the Applicable Margin (as defined below) or (ii) the Base Rate (as defined below) plus the Applicable Margin.  Each Swing Line Loan will bear interest at the Base Rate plus the Applicable Margin for Base Rate loans.  “Applicable Margin” means a percentage per annum determined in accordance with the pricing grid set forth below based on Balchem’s Consolidated Net Leverage Ratio (as defined below).  “Base Rate” means for any day a fluctuating rate per annum equal to the highest of (a) the NYFRB Rate plus 0.50%, (b) the Prime Rate and (c) the Eurocurrency Rate plus 1.0%.

The Applicable Margin and commitment fee for any fiscal quarter will be the applicable rate per annum set forth in the table below opposite the Consolidated Net Leverage Ratio determined as of the last day of the immediately preceding fiscal quarter.

If an event of default has occurred and is continuing, then, at the request of requisite majority of Lenders, Pricing Tier 5 in the pricing grid set forth above shall apply solely during the period within which the event of default has occurred and is continuing.

A commitment fee of a percentage per annum determined in accordance with the pricing grid set forth above, based on Balchem’s Consolidated Net Leverage Ratio, will be payable on the actual daily unused portions of the Senior Credit Facility.  The commitment fee will be payable quarterly in arrears.  Swing Line Loans are not considered utilization of the Senior Credit Facility for purposes of calculating the commitment fee.

Letter of Credit fees will be payable on the maximum amount available to be drawn under each Letter of Credit at a rate per annum equal to the Applicable Margin for LIBOR loans under the Senior Credit Facility in accordance with the pricing grid set forth above.  The Letter of Credit fees will be payable quarterly in arrears.

Other than calculations in respect of interest at the Base Rate at times when the Base Rate is based on the prime rate (which will be made on the basis of actual number of days elapsed in a 365/366 day year), all calculations of interest and fees will be made on the basis of actual number of days elapsed in a 360-day year.

The Senior Credit Facility generally is guaranteed by each existing and future direct and indirect domestic subsidiary of Balchem and, to the extent no adverse tax consequences would result, foreign subsidiary of Balchem (collectively, the “Guarantors”).  Such guarantees are guarantees of payment and not of collection.

Subject to certain exceptions, as security for the obligations under the Credit Agreement, Balchem and each of the Domestic Guarantors have granted the Lenders valid and perfected first priority liens and security interests in the following (the “Security”):  (a) all Accounts; (b) all Money; (c) all Chattel Paper; (d) Commercial Tort Claims; (e) all Copyrights; (f) all Copyright Licenses; (g) all Deposit Accounts; (h) all Documents; (i) all Equipment; (j) all Fixtures; (k) all General Intangibles; (l) all Instruments; (m) all Inventory; (n) all Investment Property; (o) all Letter-of-Credit Rights; (p) all Patents; (q) all Patent Licenses; (r) all Pledged Equity; (s) all Software; (t) all Supporting Obligations; (u) all Trademarks; (v) all Trademark Licenses; (w) all Goods; and (x) all Accessions and all Proceeds (as such terms are defined in the Security and Pledge Agreement) of any and all of the foregoing, except that the Security does not include any owned or leased real property and certain other property and assets as described in greater detail in the Senior Credit Facility.  Balchem and the Domestic Guarantors have granted the Security pursuant to a Security and Pledge Agreement among Balchem, the Domestic Guarantors and JPMorgan Chase Bank, N.A.  A copy of the Security and Pledge Agreement is attached as an exhibit to this Form 8-K.

Each extension of credit under the Senior Credit Facility will be subject to satisfaction of customary conditions precedent, including (i) all of the representation and warranties in the Credit Agreement and related agreements being true and correct in all material respects as of the date of such extension of credit, (ii) no event of default under the Senior Credit Facility or incipient default shall have occurred and be continuing or would result from such extension of credit and (iii) delivery of a request for the applicable extension of credit.

The Credit Agreement contains customary representations and warranties, as well as customary affirmative, negative and financial covenants.  Affirmative covenants include (i) delivery of financial statements, budgets and forecasts, (ii) delivery of certificates and other information, (iii) delivery of notices (of any default, material adverse condition or material change in accounting or financial reporting practices), (iv) payment of taxes, (v) preservation of existence, (vi) maintenance of properties, (vii) maintenance of insurance, (viii) compliance with laws, (ix) maintenance of books and records, (x) inspection rights, (xi) use of proceeds, (xii) covenant to guarantee obligations and give security, (xiii) further assurances, (xiv) maintenance of primary depository relationship including business, cash management, operating and administrative deposit accounts, with the

maximum Consolidated Net Leverage Ratio (defined as the ratio of (a) total debt, less unrestricted cash in an aggregate amount not to exceed $45 million to (b) earnings before interest, taxes, depreciation and amortization (“EBITDA”)) of 4.00 to 1.00; provided that Balchem may, only twice during the term of the Senior Credit Facility, elect to increase the maximum Consolidated Net Leverage Ratio to 4.25 to 1.00 for a period of four consecutive fiscal quarters in connection with certain acquisitions and subject to certain conditions; and

minimum Consolidated Interest Coverage Ratio (defined as the ratio of (a) EBITDA to (b) consolidated interest charges) of 3.00 to 1.00.

The Credit Agreement includes customary events of default, including (i) nonpayment of principal, interest, fees or other amounts, (ii) failure to perform or observe certain covenants within a specified period of time, (iii) any representation or warranty proving to have been incorrect in any material respect when made or confirmed, (iv) cross-default to other indebtedness in an amount of $5 million, (v) bankruptcy and insolvency defaults (with a grace period to dismiss any involuntary proceedings), (vi) inability to pay debts, (vii) monetary judgment defaults in an amount of $5 million and material nonmonetary judgment defaults, (viii) ERISA defaults, (ix) actual or asserted invalidity or impairment of any loan documentation, (x) change of control, and (xi) impairment of subordination provisions applicable to subordinated debt.

The Senior Credit Facility may be accelerated upon the occurrence and continuation of any event of default under the Credit Agreement.

Termination of a Material Definitive Agreement.

Balchem;

BCP Ingredients, Inc., a Delaware corporation, ABERCO, INC., a Maryland corporation, Performance Chemicals & Ingredients Company, a Delaware corporation, SensoryEffects Powder Systems, Inc., a Delaware corporation, SensoryEffects Cereal Systems, Inc., a Delaware corporation, SensoryEffects Flavor Company, a Delaware corporation, SensoryEffects International Sales, Inc., a Delaware corporation, and SEPS Reading LLC, a Delaware limited liability company;

Bank of America, N.A., as administrative agent; and

Bank of America, N.A., Farm Credit Services of America, PCA, JPMorgan Chase Bank, N.A., Cooperatieve Centrale Raiffeisen-Boerenleenbank B.A., "Rabobank Nederland," New York Branch and KeyBank National Association.

Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

Regulation FD Disclosure.

Financial Statements and Exhibits.

Exhibits.