VERSUM MATERIALS, INC. the GUARANTORS party hereto from time to time AND WELLS FARGO BANK, NATIONAL ASSOCIATION, as Trustee 5.500% Senior Notes due 2024 INDENTURE Dated as of September 30, 2016Indenture • October 4th, 2016 • Versum Materials, Inc. • Miscellaneous chemical products • Arizona
INDENTURE dated as of September 30, 2016, among VERSUM MATERIALS, INC. (the “Company”), the Guarantors party hereto from time to time and WELLS FARGO BANK, NATIONAL ASSOCIATION, a national banking association, as trustee (the “Trustee”).
SEPARATION AGREEMENT by and between AIR PRODUCTS AND CHEMICALS, INC. and VERSUM MATERIALS, INC. Dated as of September 29, 2016Separation Agreement • October 4th, 2016 • Versum Materials, Inc. • Miscellaneous chemical products • Delaware
This SEPARATION AGREEMENT (this “Agreement”), dated as of September 29, 2016, is entered into by and between Air Products and Chemicals, Inc., a Delaware corporation (“Air Products”), and Versum Materials, Inc., a Delaware corporation and a wholly owned subsidiary of Air Products (“Versum”). “Party” or “Parties” means Air Products or Versum, individually or collectively, as the case may be. Capitalized terms used and not defined herein shall have the meaning set forth in Section 1.1.
TAX MATTERS AGREEMENT by and between AIR PRODUCTS AND CHEMICALS, INC. and VERSUM MATERIALS, INC. Dated as of September 29, 2016Tax Matters Agreement • October 4th, 2016 • Versum Materials, Inc. • Miscellaneous chemical products
This TAX MATTERS AGREEMENT (this “Agreement”), is entered into as of September 29, 2016, between Air Products and Chemicals, Inc. (“Air Products”), a Delaware corporation, and Versum Materials, Inc. (“Versum” and, together with Air Products, the “Parties”), a Delaware corporation and a wholly owned subsidiary of Air Products. Capitalized terms used in this Agreement and not otherwise defined herein shall have the meanings ascribed to such terms in the Separation Agreement, dated as of the date hereof, between the Parties (the “Separation Agreement”).
INTELLECTUAL PROPERTY CROSS-LICENSE AGREEMENT by and between AIR PRODUCTS AND CHEMICALS, INC. and VERSUM MATERIALS U.S., LLC Dated as of September 29, 2016Intellectual Property Cross-License Agreement • October 4th, 2016 • Versum Materials, Inc. • Miscellaneous chemical products • Delaware
This INTELLECTUAL PROPERTY CROSS LICENSE AGREEMENT (this “Agreement”), dated as of September 29, 2016 (the “Effective Date”), is entered into by and between Air Products and Chemicals, Inc. (“Air Products”), a Delaware corporation with an address at 7201 Hamilton Boulevard, Allentown, Pennsylvania 18195, U.S.A., and Versum Materials U.S., LLC (“Versum”), a limited liability company organized under the laws of the State of Delaware with an address at 7201 Hamilton Boulevard, Allentown, Pennsylvania 18195, U.S.A. (both Air Products and Versum, a “Party” and collectively, the “Parties”).
TRANSITION SERVICES AGREEMENTTransition Services Agreement • October 4th, 2016 • Versum Materials, Inc. • Miscellaneous chemical products • Pennsylvania
This TRANSITION SERVICES AGREEMENT (this “Agreement”), is made and entered into as of the 29th day of September, 2016, by and among Air Products and Chemicals, Inc., a company organized and existing under the Laws of Delaware (“Air Products”), on behalf of itself and those subsidiaries and/or Affiliates of Air Products that will provide transition services pursuant to this Agreement (collectively with Air Products, the “Providers” and each individually, a “Provider”), and Versum Materials, Inc., a company organized and existing under the laws of Delaware (“Versum”), on behalf of itself and those Versum subsidiaries that will receive transition services pursuant to this Agreement (collectively with Versum, the “Recipients” and each individually, a “Recipient”). Each of Air Products and Versum is referred to herein as a “Party,” and together as the “Parties.”
EMPLOYMENT AGREEMENTEmployment Agreement • October 4th, 2016 • Versum Materials, Inc. • Miscellaneous chemical products • New York
This EMPLOYMENT AGREEMENT (this “Agreement”) is entered into as of (the “Effective Date”), by and between Versum Materials, Inc., a Delaware corporation (the “Company”) and (the “Executive”);
EMPLOYEE MATTERS AGREEMENTEmployee Matters Agreement • October 4th, 2016 • Versum Materials, Inc. • Miscellaneous chemical products • Delaware
This EMPLOYEE MATTERS AGREEMENT (this “Agreement”) dated as of September 29, 2016, is by and between AIR PRODUCTS AND CHEMICALS, INC., a Delaware corporation (“Air Products”) and VERSUM MATERIALS, INC. a Delaware corporation (“Versum”). “Party” or “Parties” means Air Products or Versum, individually or collectively, as the case may be.
GUARANTEE AGREEMENTGuarantee Agreement • October 4th, 2016 • Versum Materials, Inc. • Miscellaneous chemical products • New York
WHEREAS, reference is made to that certain Credit Agreement, dated as of September 30, 2016 (as amended, restated, amended and restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), by and among (i) Versum Materials, Inc., a Delaware corporation (the “Borrower”), (ii) each Lender from time to time party thereto and (iii) the Citibank, N.A., as collateral agent (in such capacity the “Collateral Agent”). Capitalized terms used herein and not defined herein shall have the meanings assigned to such terms in the Credit Agreement; and
SECURITY AGREEMENT among VERSUM MATERIALS, INC., THE OTHER GRANTORS PARTY HERETO and CITIBANK, N.A., as Collateral Agent Dated as of September 30, 2016Security Agreement • October 4th, 2016 • Versum Materials, Inc. • Miscellaneous chemical products • New York
Reference is made to that certain Credit Agreement, dated as of the date hereof (as amended, restated, amended and restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), by and among the Borrower, each lender from time to time party thereto (collectively, the “Lenders” and individually, each a “Lender”) and Citibank, N.A., as the Administrative Agent and the Collateral Agent.
EMPLOYMENT AGREEMENTEmployment Agreement • October 4th, 2016 • Versum Materials, Inc. • Miscellaneous chemical products • New York
This EMPLOYMENT AGREEMENT (this “Agreement”) is entered into as of (the “Effective Date”), by and between Versum Materials, Inc., a Delaware corporation (the “Company”) and (the “Executive”);
