1-32532 | 20-0865835 | |||
(Commission File Number) | (I.R.S. Employer Identification No.) | |||
[ ] | 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))
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[ ] |
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act
(17 CFR 240.13e-4(c))
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ASHLAND INC.
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(Registrant)
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December 28, 2015 |
/s/ Peter J. Ganz
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Peter J. Ganz
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Senior Vice President, General Counsel and
Secretary
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(i) | after giving effect to this Amendment and the transactions contemplated hereby, no Termination Event or Potential Termination Event shall exist; |
(ii) | the representations and warranties of such Person set forth in the Transaction Documents to which it is a party (as amended hereby) are true and correct as of the date hereof (except to the extent such representations and warranties relate solely to an earlier date and then as of such earlier date); and |
(iii) | this Amendment constitutes the legal, valid and binding obligations of such Person enforceable against such Person in accordance with their respective terms, subject to the effect of any applicable bankruptcy, insolvency, reorganization, moratorium or similar law affecting creditors’ rights generally and to the effect of general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law). |
(i) | counterparts of this Amendment duly executed by each of the parties hereto; |
(ii) | counterparts to that certain amended and restated Master Fee Letter (as defined in the Agreement) duly executed by each of the parties thereto; |
(iii) | payment of all “Upfront Fees” under and as defined in the amended and restated Master Fee Letter referenced above; and |
(iv) | opinions of Squire Patton Boggs (US) LLP and in-house counsel to Ashland (together with supporting officer’s certificates), in form and substance reasonably acceptable to the Agent, with respect to customary corporate matters (including, without limitation, no conflicts with material agreements) and enforceability in connection with the transactions contemplated hereby and by the Transaction Documents (as amended hereby). |
ASHLAND INC.
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By:
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/s/ Eric N. Boni | |
Name: Eric N. Boni | |||
Title: Vice President and Treasurer
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ASHLAND SPECIALTY INGREDIENTS G.P.
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By:
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/s/ Lynn P. Freeman | |
Name: Lynn P. Freeman | |||
Title: Vice President
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CVG CAPITAL III LLC
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By:
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/s/ Asad P. Lodhi | |
Name: Asad P. Lodhi | |||
Title: President
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LIBERTY STREET FUNDING LLC, as a Conduit Investor and an Uncommitted Investor
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By:
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/s/ John L. Fridlington | |
Name: John L. Fridlington | |||
Title: Vice President
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GOTHAM FUNDING CORPORATION, as a Conduit Investor and an Uncommitted Investor
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By:
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/s/ David V. De Angelis | |
Name: David V. De Angelis | |||
Title: Vice President
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ATLANTIC ASSET SECURITIZATION LLC, as a
Conduit Investor and an Uncommitted Investor
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By:
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/s/ Kostantina Kourmpetis | |
Name: Kostantina Kourmpetis | |||
Title: Managing Director
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By:
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/s/ Michael Regan | ||
Name: Michael Regan | |||
Title: Managing Director
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THE BANK OF NOVA SCOTIA, as Agent, a Letter of Credit Issuer, a Committed Investor, a Managing Agent and an Administrator
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By:
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/s/ Michelle Phillips | |
Name: Michelle Phillips | |||
Title: Director
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THE BANK OF TOKYO-MITSUBISHI UFJ, LTD., as Managing Agent and Administrator for the BTMU Investor Group
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By:
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/s/ Eric Williams | |
Name: Eric Williams | |||
Title: Managing Director
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THE BANK OF TOKYO-MITSUBISHI UFJ, LTD., as Committed Investor for the BTMU Investor Group
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By:
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/s/ Mark Campbell | |
Name: Mark Campbell | |||
Title: Authorized Signatory
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PNC BANK, NATIONAL ASSOCIATION, as a Letter of Credit Issuer, a Managing Agent, and a Committed Investor
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By:
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/s/ Michael Brown | |
Name: Michael Brown | |||
Title: Senior Vice President
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CREDIT AGRICOLE CORPORATE AND INVESTMENT BANK, as as Committed Investor, a Managing Agent and an Administrator
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By:
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/s/ Kostantina Kourmpetis | |
Name: Kostantina Kourmpetis | |||
Title: Managing Director
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By: | /s/ Michael Regan | ||
Name: Michael Regan | |||
Title: Managing Director |