EXHIBIT 10
AMENDMENT NO. 1 TO
CREDIT AGREEMENT
AMENDMENT NO. 1, dated as of April 17, 2009 (this “
Amendment ”), among ASHLAND INC., a Kentucky
corporation (the “ Borrower ”), BANK OF AMERICA,
N.A., as Administrative Agent, and the Required Lenders listed on
the signature pages hereto, to the Credit Agreement dated as of
November 13, 2008 (the “ Credit Agreement ”)
among the Borrower, each lender from time to time party thereto
(collectively, the “ Lenders ” and individually,
a “ Lender ”), BANK OF AMERICA, N.A., as
Administrative Agent, and THE BANK OF NOVA SCOTIA, as Syndication
Agent. Capitalized terms used and not otherwise defined
herein shall have the meanings assigned to them in the Credit
Agreement.
WHEREAS, Section 10.01 of the Credit Agreement permits the Credit
Agreement to be amended from time to time;
NOW, THEREFORE, in consideration of the premises and covenants
contained herein and for other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, the
parties hereto, intending to be legally bound hereby, agree as
follows:
Upon and subject to the date as of which this Amendment becomes
effective (the “ Amendment No. 1 Effective Date
”), the Credit Agreement is amended as follows:
(a) The definition of
“Applicable Rate” in the Credit Agreement is hereby
amended by replacing clause (b) thereto with the following:
“(b) in respect of the Term B Facility, 3.40%
per annum for Base Rate Loans and 4.40% per annum for Eurodollar
Rate Loans”.
(b) The definition of
“Loan Documents” in the Credit Agreement shall be
amended by adding the following immediately prior to the comma at
the end of clause (a): “and any amendment, waiver or consent
under this Agreement in accordance with Section 10.01
”.
(c) The definition of
“Obligations” in the Credit Agreement is hereby amended
by adding “or its Subsidiaries” after the first
reference to “Loan Party” therein.
Section 2.
Representations and Warranties .
Borrower represents and warrants to the Lenders as of the date
hereof and the Amendment No. 1 Effective Date that:
(a) The
execution, delivery and performance by each Loan Party of this
Amendment have been duly authorized by all necessary corporate or
other organizational action, and do not and will not (a) contravene
the terms of any of such Person’s Organization Docu-
-2-
ments; (b) conflict
with or result in any breach or contravention of, or the creation
of any Lien under, or require any payment to be made under (i) any
Contractual Obligation to which such Person is a party or binding
upon Such Person or the properties of such Person or any of its
Subsidiaries or (ii) any order, injunction, writ or decree of any
Governmental Authority or any arbitral award to which such Person
or its property is subject; or (c) violate any Law.
(b) Before
and after giving effect to this Amendment, the representations and
warranties of the Borrower and each other Loan Party contained in
the Credit Agreement or any other Loan Document shall be true and
correct on and as of the Amendment No. 1 Effective Date, except to
the extent that such representations and warranties specifically
refer to an earlier date, in which case they shall be true and
correct in all material respects as of such earlier date, and
except that the representations and warranties contained in Section
5.05(a) and (b) of the Credit Agreement shall be deemed to refer to
the most recent statements furnished pursuant to Section 6.01(a)
and (b), respectively, of the Credit Agreement; provided
that any representation and warranty that is qualified as to
“materiality” or “Materi
