EXECUTION VERSION
EXHIBIT 10.2
SECOND AMENDMENT TO THE
SECOND AMENDED AND RESTATED
PURCHASE AND SALE AGREEMENT
This SECOND AMENDMENT TO THE SECOND AMENDED AND RESTATED PURCHASE AND SALE AGREEMENT (this “Amendment”), dated as of April 14, 2023 is entered into by and among the following parties:
Capitalized terms used but not otherwise defined herein (including such terms used above) have the respective meanings assigned thereto in the Purchase and Sale Agreement described below.
BACKGROUND
A. The parties hereto have entered into that certain Second Amended and Restated Purchase and Sale Agreement, dated as of March 17, 2021 (as amended, restated, supplemented or otherwise modified through the date hereof, the “Purchase and Sale Agreement”).
B. The Exiting Originator desires to no longer be party to the Purchase and Sale Agreement as an Originator thereunder effective as of the date hereof.
C. Concurrently herewith, the Servicer, the Buyer, as seller, the Purchasers, the LC Banks, the LC Participants, the Group Agents and the Administrative Agent are entering into that certain Third Amendment to the Receivables Purchase Agreement, dated as of the date hereof (the “RPA Amendment”).
C. The parties hereto desire to amend the Purchase and Sale Agreement as set forth herein.
NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto hereby agree as follows:
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[Signature Pages Follow.]
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IN WITNESS WHEREOF, the parties hereto have executed this Amendment by their duly authorized officers as of the date first above written.
ASHLAND INC.,
as the Exiting Originator and as Servicer
By:
Name:
Title:
ASHLAND SPECIALTY INGREDIENTS G.P.,
as the Remaining Originator
By:
Name:
Title:
CVG CAPITAL III LLC,
as Buyer
By:
Name:
Title:
S-1 2nd PSA Amendment
(Ashland / CVG Capital III LLC)