administrative agent under the
Credit Agreement
A-II-1
5.
Credit Agreement:
That certain Credit Agreement, dated as of September
30, 2016 (as amended, restated, amended and restated, supplemented or otherwise
modified and in effect on the date hereof, the "Credit Agreement"), by and among
the Borrower, the Lenders from time to time party thereto and Citibank, N.A., in
its capacities as administrative agent and collateral agent for the Lenders, and
the other financial institutions party thereto.
6.
Assigned Interest1:
ASSIGNOR
Aggregate Amount of Initial Term Loans held immediately prior to the First
Amendment Effective Date
Aggregate Amount of Initial Term Loans held immediately following to the First
Amendment Effective Date
CUSIP Number
$
$-
$
$-
Effective Date: [
]
7.
THE PARTIES HERETO ACKNOWLEDGE THAT ANY ASSIGNMENT TO ANY DISQUALIFIED
INSTITUTION WITHOUT OBTAINING THE REQUIRED CONSENT OF THE BORROWER OR, TO THE
EXTENT THE BORROWER'S CONSENT IS REQUIRED UNDER SECTION 10.07 OF THE CREDIT
AGREEMENT, TO ANY OTHER PERSON, SHALL BE NULL AND VOID, AND, IN THE EVENT OF ANY
SUCH ASSIGNMENT (AND ANY ASSIGNMENT TO ANY AFFILIATE OF ANY DISQUALIFIED
INSTITUTION (OTHER THAN A BONA FIDE DEBT FUND)), the BORROWER SHALL BE ENTITLED
TO PURSUE THE REMEDIES DESCRIBED IN SECTION 10.07 OF THE CREDIT AGREEMENT.
[Signature Page Follows]
1Additional pages shall be attached hereto at the discretion of the
Administrative Agent, to the extent deemed necessary or advisable by the
Administrative Agent to reflect calculation of amounts and percentages of
assignments.
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The terms set forth in this Assignment and Assumption are hereby agreed to:
ASSIGNEE HAS EXAMINED THE LIST OF DISQUALIFIED INSTITUTIONS AND (I) REPRESENTS
AND WARRANTS THAT (A) IT IS NOT IDENTIFIED ON SUCH LIST AND (B) IT IS NOT AN
AFFILIATE OF ANY INSTITUTION IDENTIFIED ON SUCH LIST AND (II) ACKNOWLEDGES THAT
ANY ASSIGNMENT MADE TO AN AFFILIATE OF A DISQUALIFIED INSTITUTION (OTHER THAN A
DEBT FUND AFFILIATE) SHALL BE SUBJECT TO SECTION 10.07 OF THE CREDIT AGREEMENT.
ASSIGNEE
CITIBANK, N.A.
By:
Name:
Title:
Consented to and Accepted:
CITIBANK, N.A.,
as Administrative Agent
By:
Name:
Title:
Consented to:
VERSUM MATERIALS, INC.,
as the Borrower
By:
Name:
Title:
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STANDARD TERMS AND CONDITIONS FOR
ASSIGNMENT AND ASSUMPTION
1.
Representations and Warranties.
1.1
Assignor. Each Assignor (a) represents and warrants that (i) it is the
legal and beneficial owner of the Assigned Interest, (ii) the Assigned Interest
is free and clear of any lien, encumbrance or other adverse claim, and (iii) it
has full power and authority, and has taken all action necessary, to execute and
deliver this Assignment and Assumption and to consummate the transactions
contemplated hereby; and (b) assumes no responsibility with respect to (i) any
statements, warranties or representations made in or in connection with the
Credit Agreement, any other Loan Document or any other instrument or document
furnished pursuant thereto (other than this Assignment and Assumption) or any
collateral thereunder, (ii) the execution, legality, validity, enforceability,
genuineness, sufficiency or value of the Loan Documents or any collateral
thereunder, (iii) the