AMENDMENT NO. 2, dated as of June 14, 2017 (this “Agreement”), to the Credit Agreement dated as of May 17, 2017, among Ashland LLC, a Kentucky limited liability company (the “Borrower”), the Lenders from time to time party thereto, The Bank of Nova Scotia, as Administrative Agent (in such capacity, the “Administrative Agent”), Swing Line Lender and an L/C Issuer, each other L/C Issuer from time to time party thereto and Citibank, N.A., as Syndication Agent, and the various other parties thereto (as amended by Amendment No. 1 to the Credit Agreement, dated as of May 19, 2017, and as further amended, restated, modified and supplemented from time to time, the “Credit Agreement”).  Capitalized terms used in this Agreement but not defined herein shall have the meaning assigned to such terms in the Credit Agreement.

W I T N E S S E T H:

WHEREAS, the Borrower notified the Administrative Agent that it is requesting an Incremental Term Loan Facility in the form of Term B Loans in an aggregate amount of $600,000,000 pursuant to Section 2.14(e)(iii)(C) of the Credit Agreement;

WHEREAS, pursuant to Sections 2.01(c) and 2.14(e)(iii)(C) of the Credit Agreement, the Borrower may incur Incremental Term Commitments under the Credit Agreement by entering into one or more Incremental Amendments (including this Agreement) with the Administrative Agent and Persons who agree to become Term B Lenders and to provide the Term B Commitments, in each case subject to the terms and conditions set forth in Section 2.14 of the Credit Agreement;

WHEREAS, each Term B Lender party hereto has indicated its willingness to provide (on a several and not joint basis), subject to the terms and conditions set forth herein and in the Credit Agreement, a Term B Commitment, as of the date hereof, in the amount set forth opposite such Term B Lender’s name on Schedule 1 hereto; and

NOW, THEREFORE, in consideration of the premises 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.    Incremental Amendment.  Subject to the terms and conditions set forth herein and pursuant to the provisions of Section 2.14 of the Credit Agreement, each Term B Lender hereby agrees, on a several and not joint basis, to extend the Term B Commitments in the amount set forth opposite such Term B Lender’s name on Schedule 1 hereto which shall take the form of Term B Loans under a Term B Facility under the Credit Agreement on the date hereof.  The aggregate amount of the Term B Commitments shall be $600,000,000, all of which will be drawn on the Second Amendment Effective Date (as defined below). The Term B Commitments shall terminate on the Second Amendment Effective Date following the funding to the Borrower in full in immediately available funds of the Term B Loans. After giving effect to the Term B Commitments under this Agreement, no additional amount of Term B Loans shall be available under Section 2.14(e)(iii)(C) of the Credit Agreement.

SECTION 2.    Amendments to the Credit Agreement.  Upon the Second Amendment Effective Date (as defined below), each of the parties hereto hereby agrees as follows:

(a)    Term B Loans.

 

 

 

 (i)    Except as expressly contemplated in the Credit Agreement, the Term B Loans will rank pari passu in right of payment and of security with the Loans outstanding under the Credit Agreement.

 (ii)    The Term B Loans will be issued at a price equal to 100% of the aggregate principal amount thereof.

 (iii)    The Second Amendment Effective Date shall be deemed the “Term B Funding Date” under the Credit Agreement and the other Loan Documents.

 (iv)    Each Term B Lender shall be deemed a “Term B Lender”, a “Term Lender” and a “Lender” under the Credit Agreement, and shall be bound by all obligations of a Term B Lender, a Term Lender and a Lender under the Credit Agreement.

 (v)    Each Term B Commitment under this Agreement shall be deemed for all purposes a “Term B Commitment”, a “Term Commitment” and a “Commitment” under the Credit Agreement, and each Loan made thereunder shall be deemed for all purposes a “Term B Loan” , a “Term Loan” and a “Loan” under the Credit Agreement.

 (vi)    This Agreement shall be deemed an “Incremental Amendment” under Section 2.14(d) of the Credit Agreement and be deemed a “Loan Document” for all purposes under the Credit Agreement and the other Loan Documents.

(b)    Maturity Date. The Term B Facility will mature on the date that is seven years after the Closing Date (the “Term B Maturity Date”); provided, however, that, if such date is not a Business Day, the Term B Maturity Date shall be the next preceding Business Day.

(c)    Amortization.  For purposes of Section 2.07(c) of the Credit Agreement, the Borrower shall repay to the Term B Lenders the aggregate principal amount of all Term B Loans outstanding on the following dates in the respective amounts set forth opposite such dates (which amounts shall be reduced as a result of the application of prepayments in accordance with the order of priority set forth in Section 2.05 of the Credit Agreement):

Date	Amount
September 30, 2017	$1,500,000
December 31, 2017	$1,500,000
March 31, 2018	$1,500,000
June 30, 2018	$1,500,000
September 30, 2018	$1,500,000
December 31, 2018	$1,500,000
March 31, 2019	$1,500,000
June 30, 2019	$1,500,000
September 30, 2019	$1,500,000
December 31, 2019	$1,500,000
March 31, 2020	$1,500,000
June 30, 2020	$1,500,000
September 30, 2020	$1,500,000
December 31, 2020	$1,500,000

Date	Amount
March 31, 2021	$1,500,000
June 30, 2021	$1,500,000
September 30, 2021	$1,500,000
December 31, 2021	$1,500,000
March 31, 2022	$1,500,000
June 30, 2022	$1,500,000
September 30, 2022	$1,500,000
December 31, 2022	$1,500,000
March 31, 2023	$1,500,000
June 30, 2023	$1,500,000
September 30, 2023	$1,500,000
December 31, 2023	$1,500,000
March 31, 2024	$1,500,000
Term B Maturity Date	$559,500,000

provided, however, that the final principal repayment installment of the Term B Loans shall be repaid on the Term B Maturity Date and in any event shall be in an amount equal to the aggregate principal amount of all Term B Loans outstanding on such date.

(d)    Interest; Interest Periods.

 (i)    Interest.  The Applicable Rate for the Term B Loans shall be (x) 1.00% per annum, in the case of any Term B Loan that is a Base Rate Loan and (y) 2.00% per annum, in the case of any Term B Loan that is a Eurodollar Rate Loan.

 (ii)    Interest Periods.  Pursuant to Section 2.02(e) of the Credit Agreement, after giving effect to all Term B Borrowings, all conversions of Term B Loans from one Type to the other, and all continuations of Term B Loans as the same Type, there shall not be more than six Interest Periods in effect in respect of the Term B Facility.  On the Second Amendment Effective Date, the Term B Loans shall initially be incurred in one or more Borrowings, with each Borrowing subject to the applicable Interest Period indicated in the Committed Loan Notice delivered pursuant to Section 3(g) hereof. The Administrative Agent shall record the Term B Loans in the Register, together with the principal amounts and stated interest of the Term B Loans owing to the Term B Lenders and their subsequent permitted assignees.

(e)    Mandatory and Voluntary Prepayments.

 (i)    Mandatory Prepayments. Except as expressly provided in Section 2.05(b)(iii) of the Credit Agreement, the Term B Loans shall be entitled to share in mandatory prepayments of Term Loans under Section 2.05(b) of the Credit Agreement on a pro rata basis with the Term Loans existing under the Credit Agreement immediately prior to the Second Amendment Effective Date (the “Existing Term Loans”).  Mandatory prepayments shall be applied to scheduled installments of principal of Term Loans (including the Term B Loans) as directed by the Borrower.

 (ii)    Voluntary Prepayments.

(x)    The Term B Loans shall be entitled to the same provisions for voluntary prepayments as the Existing Term Loans, as set forth in Section 2.05(a) of the Credit Agreement, and each prepayment of the outstanding Term Loans (including the Term B Loans) pursuant to Section 2.05(a)(i) of the Credit Agreement shall be applied (x) to one or more of the Term A-1 Facility, the Term A-2 Facility and the Term B Facility as the Borrower directs and (y) to the then remaining principal repayment installments of the Term Facilities as the Borrower directs, and each prepayment of Term Loans shall be paid to the Lenders in accordance with their respective Applicable Percentages in respect of each of the relevant Facilities.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

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Schedule 1

 

 

 

 

 

 

 

 

 

 

 

 

 

 

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