ASHLAND LLC - FORM 10-Q - EX-10.2 - FIRST AMENDMENT TO SALE AGREEMENT

Attached files

file	filename
10-Q - 10-Q - ASHLAND LLC	a6302014ash10q.htm
EX-10.1 - FOURTH AMENDMENT TO TRANSFER AND ADMINISTRATION AGREEMENT - ASHLAND LLC	a6302014exhibit101.htm
EX-12 - COMPUTATION OF RATIO OF EARNINGS TO FIXED CHARGES - ASHLAND LLC	a6302014exhibit12.htm
EX-31.1 - CERTIFICATION OF JAMES J. O'BRIEN - ASHLAND LLC	a6302014exhibit311.htm
EX-31.2 - CERTIFICATION OF J. KEVIN WILLIS - ASHLAND LLC	a6302014exhibit312.htm
EX-32 - CERTIFICATION OF JAMES J. O'BRIEN AND J. KEVIN WILLIS - ASHLAND LLC	a6302014exhibit32.htm
10-Q - PDF VERSION - ASHLAND LLC	june201410qfinal.pdf
EXCEL - IDEA: XBRL DOCUMENT - ASHLAND LLC	Financial_Report.xls

EXHIBIT 10.2

FIRST AMENDMENT

Dated as of June 30, 2014

SALE AGREEMNT

Dated as of August 31, 2012

This FIRST AMENDMENT (this “Amendment”) dated as of June 30, 2014 is entered into by and among ASHLAND INC., a Kentucky corporation (“Ashland”), HERCULES INCORPORATED, a Delaware corporation, ASHLAND SPECIALTY INGREDIENTS G.P., a Delaware general partnership, ISP TECHNOLOGIES INC., a Delaware corporation, and ASHLAND ELASTOMERS LLC, a Delaware limited liability company (each, an “Originator” and collectively, the “Originators”), and CVG CAPITAL III LLC, a Delaware limited liability company (“SPV”).

RECITALS

WHEREAS, the parties hereto have entered into a certain Sale Agreement dated as of August 31, 2012 (as amended, supplemented or otherwise modified from time to time, the “Sale Agreement”);

WHEREAS, the parties hereto wish to amend the Sale Agreement as set forth herein;

WHEREAS, concurrently herewith, the parties to the Second Tier Agreement (as defined in the Sale Agreement) are entering into that certain Fourth Amendment thereto (the “TAA Amendment”), pursuant to which, among other things, the Agent, the Managing Agents or the Investors (in each case, as such terms are used in the Sale Agreement) are consenting to this Amendment;

NOW, THEREFORE, in consideration of the premises and the mutual agreements contained herein and in the Sale Agreement, the parties hereto agree as follows:

SECTION 1. Definitions. All capitalized terms not otherwise defined herein are used as defined in the Sale Agreement.

SECTION 2. Amendments to the Sale Agreement. The Sale Agreement is hereby amended as follows:

2.1. The definition of “Retained Receivable” set forth in Section 1.1 of the Sale Agreement is replaced in its entirety with the following:

“Retained Receivable” means a Receivable that meets all of the following criteria: (i) the Obligor of such Receivable is identified on Schedule IV hereto and (ii) such Receivable meets the additional criteria (if any) specified on such Schedule IV as being applicable to Receivables owing by such Obligor; provided that such Schedule IV may be amended or supplemented from time to time only by a written agreement executed by the Originators, the SPV, the Agent and each Managing Agent (each, in its sole discretion), substantially in the form of Exhibit A hereto or such other form acceptable to the Agent and the Managing Agents.

2.2. For the avoidance of doubt, the parties hereto acknowledge and agree that no Retained Receivable described in Schedule IV to this Amendment shall be sold, contributed or otherwise transferred to the SPV under the Sale Agreement on or after the date hereof, but the sale, contribution

and any other transfer to the SPV under the Sale Agreement of any such Receivable prior to the date hereof is hereby ratified and confirmed.

2.3. Schedule I to the Sale Agreement is amended by adding the name “Valvoline Oil & Tire” as a tradename used by Ashland. The parties hereto hereby waive any breach of Section 5.2(g) of the Sale Agreement solely to the extent cured as of the date hereof and arising directly from the foregoing tradename not being listed on Schedule I to the Sale Agreement prior to the date hereof.

2.4. Schedule IV to the Sale Agreement is replaced in its entirety with Schedule IV attached hereto.

2.5. Exhibit A attached hereto is added to the Sale Agreement as Exhibit A thereto.

SECTION 3. Miscellaneous.

3.1. TAA Amendment. The parties hereto acknowledge, consent and agree to the terms of the TAA Amendment.

3.2. Representations and Warranties. Each Originator and the SPV hereby represents and warrants, as to itself, that this Amendment constitutes a legal, valid and binding obligation of such Person, enforceable against it in accordance with its terms.

3.3. References to Sale Agreement. Upon the effectiveness of this Amendment, each reference in the Sale Agreement to “this Agreement”, “hereunder”, “hereof”, “herein”, or words of like import shall mean and be a reference to the Sale Agreement as amended hereby, and each reference to the Sale Agreement in any other document, instrument or agreement executed and/or delivered in connection with the Sale Agreement shall mean and be a reference to the Sale Agreement as amended hereby.

3.4. Effect on Sale Agreement. Except as specifically amended above, the Sale Agreement and all other documents, instruments and agreements executed and/or delivered in connection therewith shall remain in full force and effect and are hereby ratified and confirmed.

3.5. Effectiveness. This Amendment shall become effective as of the date hereof upon (i) Ashland’s and the Agent’s receipt of counterparts hereto duly executed by each of the parties hereto, and (ii) effectiveness of the TAA Amendment in accordance with its terms.

3.6. Severability. Each provision of this Amendment shall be severable from every other provision of this Amendment for the purpose of determining the legal enforceability of any provision hereof, and the unenforceability of any provision hereof, and the unenforceability of one or more provisions of this Amendment in one jurisdiction shall not have the effect of rendering such provision or provisions unenforceable in any other jurisdiction.

3.7. No Waiver. The execution, delivery and effectiveness of this Amendment shall not operate as a waiver of any right, power or remedy of the SPV, the Agent or any Investor under the Sale Agreement or any other document, instrument or agreement executed in connection therewith, nor constitute a waiver of any provision contained therein, except as specifically set forth herein.

3.8. Governing Law. This Amendment, including the rights and duties of the parties hereto, shall be governed by, and construed in accordance with, the internal laws of the State of New York

(without reference to the conflicts of law principles thereof other than Section 5-1401 of the New York General Obligations Law).

3.9. Successors and Assigns. This Amendment shall be binding upon and shall inure to the benefit of the parties hereto and their respective successors and assigns.

3.10. Headings. The Section headings in this Amendment are inserted for convenience of reference only and shall not affect the meaning or interpretation of this Amendment or any provision hereof.

3.11. Counterparts. This Amendment may be executed by the parties hereto in several counterparts, each of which shall be deemed to be an original and all of which shall constitute together but one and the same agreement. Delivery of an executed counterpart of a signature page to this Amendment by facsimile or e-mail transmission shall be effective as delivery of a manually executed counterpart hereof.

IN WITNESS WHEREOF, the parties have caused this Amendment to be executed by their respective officers thereunto duly authorized, as of the date first above written.



	CVG CAPITAL III LLC, as SPV


	By:	/s/ Brian D. Menshouse
	Name:	Brian D. Menshouse
	Title:	President

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