[A-1][A-2][B] Notes referred to
in the Agreement, is entitled to the benefits thereof and may be prepaid in
whole or in part subject to the terms and conditions provided therein.
This
Term [A-1][A-2][B] Note is also entitled to the benefits of the Guaranty and is
secured by the Collateral. Upon the occurrence and continuation of one or more
of the Events of Default specified in the Agreement, all amounts then remaining
unpaid on this Term [A-1][A-2][B] Note shall become, or may be declared to be,
immediately due and payable all as provided in the Agreement.
The Term
[A-1][A-2][B] Loan made by the Lender shall be evidenced by one or more loan
accounts or records maintained by the Lender in the ordinary course of
business.
The Lender may also attach schedules to this Term [A-1][A-2][B] Note
and endorse thereon the date, amount and maturity of its Loans and payments with
respect thereto.
9
Include this language on and following the occurrence of the Term Loan A
Assumption.
Form of Term [A-1][A-2][B] Note
B-1-1
The Borrower, for itself, its successors and assigns, hereby waives diligence,
presentment, protest and demand and notice of protest, demand, dishonor and
non-payment of this Term [A-1][A-2][B] Note.
Form of Term [A-1][A-2][B] Note
B-1-2
THIS NOTE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE
STATE OF NEW YORK.
[ASHLAND LLC]10
By:
Name:
Title:
[ASHLAND SPECIALTIES HOLDING C.V./ASH GLOBAL HOLDINGS TWO B.V.]11
By:
Name:
Title:
10
On or following (x) the Closing Date, as the Borrower for the Term A-1 Facility,
the Term A-2 Facility and the Term B Facility, and (y) the Term Loan A
Assumption, as the Borrower for the Term B Facility.
11
As the Borrower with respect to the Term A-1 Facility and Term A-2 Facility
following the consummation of
the Term Loan A Assumption,
Form of Term [A-1][A-2][B] Note
B-1-3
LOANS AND PAYMENTS WITH RESPECT THERETO
Date
Type of
Loan Made
Amount of Loan Made
End of Interest Period
Amount of Principal or Interest Paid This Date
Outstanding Principal Balance This Date
Notation Made By
Form of Term [A-1][A-2][B] Note
B-1-4
EXHIBIT B-2
FORM OF REVOLVING CREDIT NOTE
___________, ____
FOR VALUE RECEIVED, the undersigned (the "Borrower"), hereby promises to pay to
__________________________ or its registered assigns (the "Lender"), in
accordance with the provisions of the Agreement (as hereinafter defined), the
principal amount of each Revolving Credit Loan from time to time made by the
Lender to the Borrower under that certain Credit Agreement, dated as of May 17,
2017 (as amended, restated, extended, supplemented or otherwise modified in
writing from time to time, the "Agreement"; the terms defined therein being used
herein as therein defined), among the Borrower, the Lenders from time to time
party thereto, The Bank of Nova Scotia, as 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 other agents party