Exhibit 10.1 SEPARATION AGREEMENT AND GENERAL RELEASE ---------------------------------------- Section 1. SPECIAL SEVERANCE BENEFITS -------------------------------------- I, Gary A. Cappeline, understand that on December 31, 2006 ("Release Date"), my...Separation Agreement • February 7th, 2007 • Ashland Inc. • Wholesale-chemicals & allied products • Kentucky
amongCredit Agreement • April 11th, 2007 • Ashland Inc. • Wholesale-chemicals & allied products • New York
VESTING SCHEDULE: 60% OR XXX ON XXX 40% OR XXX ON XXXRestricted Stock Agreement • November 28th, 2006 • Ashland Inc. • Wholesale-chemicals & allied products
CREDIT AGREEMENT Dated as of March 14, 2013 among ASHLAND INC., as the Borrower, THE BANK OF NOVA SCOTIA, as Administrative Agent, Swing Line Lender and an L/C Issuer, CITIBANK, N.A., as Syndication Agent, BANK OF AMERICA, N.A., DEUTSCHE BANK...Credit Agreement • March 15th, 2013 • Ashland Inc. • Wholesale-chemicals & allied products • New York
This CREDIT AGREEMENT (“Agreement”) is entered into as of March 14, 2013, among ASHLAND INC., a Kentucky corporation (the “Borrower”), each lender from time to time party hereto (collectively, the “Lenders” and individually, a “Lender”), THE BANK OF NOVA SCOTIA, as Administrative Agent, Swing Line Lender and an L/C Issuer, CITIBANK, N.A., as Syndication Agent, and BANK OF AMERICA, N.A., DEUTSCHE BANK SECURITIES INC. and PNC BANK, NATIONAL ASSOCIATION, as Co-Documentation Agents.
INDENTURE Dated as of July 20, 2016 VALVOLINE FINCO TWO LLC, ASHLAND INC., as a Guarantor, U.S. BANK NATIONAL ASSOCIATION, as TrusteeIndenture • July 20th, 2016 • Ashland Inc. • Wholesale-chemicals & allied products • New York
INDENTURE dated as of July 20, 2016, among VALVOLINE FINCO TWO LLC, a Delaware limited liability company (“Finco Two”), a wholly owned subsidiary of ASHLAND INC., a Kentucky corporation (“Ashland”), Ashland, each of the Company’s (as defined below) subsidiaries that becomes a Guarantor pursuant to the terms of this Indenture (the “Subsidiary Guarantors”), U.S. BANK NATIONAL ASSOCIATION, a national banking association organized under the laws of the United States, as trustee (the “Trustee”).
The Company hereby confirms its agreements with the Initial Purchasers as follows:Purchase Agreement • August 5th, 2009 • Ashland Inc. • Wholesale-chemicals & allied products • New York
EXHIBIT 10.10 INDEMNIFICATION AGREEMENT This Agreement is made this 29th day of June 2005 between NEW EXM INC., a Kentucky corporation, whose name will be changed to ASHLAND INC. ("Company"), and the undersigned individual ("Director"). WITNESSETH:...Indemnification Agreement • December 9th, 2005 • Ashland Inc. • Wholesale-chemicals & allied products • Kentucky
CREDIT AGREEMENT Dated as of July 11, 2016, among VALVOLINE FINCO ONE LLC, as the Initial Borrower, THE BANK OF NOVA SCOTIA, as Administrative Agent, Swing Line Lender and an L/C Issuer, CITIBANK, N.A., as Syndication Agent, and The Other Lenders and...Credit Agreement • July 11th, 2016 • Ashland Inc. • Wholesale-chemicals & allied products • New York
This CREDIT AGREEMENT (this “Agreement”) is entered into as of July 11, 2016, among VALVOLINE FINCO ONE LLC, a Delaware limited liability company (the “Initial Borrower”), each lender from time to time party hereto (collectively, the “Lenders” and individually, a “Lender”) and each L/C Issuer (as this and other capitalized terms used in these Preliminary Statements are defined in Section 1.01 below) from time to time party hereto, THE BANK OF NOVA SCOTIA, as Administrative Agent, Swing Line Lender and an L/C Issuer and CITIBANK, N.A., as Syndication Agent.
REGISTRATION RIGHTS AGREEMENT between Ashland Inc., and Citigroup Global Markets Inc., as Representative of the several Initial Purchasers Dated as of February 26, 2013Registration Rights Agreement • February 27th, 2013 • Ashland Inc. • Wholesale-chemicals & allied products • New York
This Registration Rights Agreement (this “Agreement”) is made and entered into as of February 26, 2013, between Ashland Inc., a Kentucky corporation (the “Company”), and Citigroup Global Markets Inc., (the “Representative”) as representative of the several Initial Purchasers listed on Schedule A (the “Initial Purchasers”) to the Purchase Agreement (as defined below), each of whom has agreed to purchase the Company’s $650,000,000 aggregate principal amount of 4.750% Senior Notes due 2022 (the “Notes”), pursuant to the Purchase Agreement. The Notes are herein also referred to as the “Securities”. The Company previously issued $500,000,000 in aggregate principal amount of its 4.750% Senior Notes due 2022 under the Original Indenture (as defined below) (the “Existing Securities”). The Securities constitute an additional issuance of notes under the Indenture.
RECITALS:Agreement of Resignation, Appointment and Acceptance • February 7th, 2007 • Ashland Inc. • Wholesale-chemicals & allied products • New York
ContractRegistration Rights Agreement • September 28th, 2016 • Ashland LLC • Wholesale-chemicals & allied products • New York
REGISTRATION RIGHTS AGREEMENT (this “Agreement”) made and entered into as of September 22, 2016, between Ashland Global Holdings Inc., a Delaware corporation (“Ashland”), and Valvoline Inc., a Kentucky corporation (the “Company”).
CREDIT AGREEMENT Dated as of June 23, 2015, among ASHLAND INC., as the Borrower, THE BANK OF NOVA SCOTIA, as Administrative Agent, Swing Line Lender and an L/C Issuer, CITIBANK, N.A., as Syndication Agent, BANK OF AMERICA, N.A., DEUTSCHE BANK...Credit Agreement • June 23rd, 2015 • Ashland Inc. • Wholesale-chemicals & allied products • New York
This CREDIT AGREEMENT (this “Agreement”) is entered into as of June 23, 2015, among ASHLAND INC., a Kentucky corporation (the “Borrower”), each lender from time to time party hereto (collectively, the “Lenders” and individually, a “Lender”), THE BANK OF NOVA SCOTIA, as Administrative Agent, Swing Line Lender and an L/C Issuer, CITIBANK, N.A., as Syndication Agent, and BANK OF AMERICA, N.A., DEUTSCHE BANK SECURITIES INC. and PNC BANK, NATIONAL ASSOCIATION, as Co-Documentation Agents.
RE: Change in Control AgreementChange in Control Agreement • October 9th, 2015 • Ashland Inc. • Wholesale-chemicals & allied products • Kentucky
Ashland Inc. considers the establishment and maintenance of a sound and vital management to be essential to protecting and enhancing the best interest of the Company and its shareholders. In this regard, the Company recognizes that, as is the case with many publicly-held corporations, the possibility of a Change in Control of the Company does exist and that such possibility, and the uncertainty and questions which a Change in Control of the Company may raise among management, may result in the departure or distraction of management personnel to the detriment of the Company and its shareholders. In addition, difficulties in attracting and retaining new senior management personnel may be experienced. Accordingly, on the basis of the recommendation of the Personnel and Compensation Committee of the Board, the Board has determined that appropriate steps should be taken to reinforce and encourage the continued attention and dedication of certain members of the Company's management, includin
REGISTRATION RIGHTS AGREEMENT between Ashland Inc., and Citigroup Global Markets Inc. Dated as of March 14, 2013Registration Rights Agreement • March 18th, 2013 • Ashland Inc. • Wholesale-chemicals & allied products • New York
This Registration Rights Agreement (this “Agreement”) is made and entered into as of March 14, 2013, between Ashland Inc., a Kentucky corporation (the “Company”), and Citigroup Global Markets Inc. (the “Initial Purchaser”), which has agreed to purchase the Company’s $25,000,000 aggregate principal amount of 6.875% Senior Notes due 2043 (the “Notes”), pursuant to the Purchase Agreement (as defined below). The Notes are herein also referred to as the "Securities". The Company previously issued $350,000,000 in aggregate principal amount of its 6.875% Senior Notes due 2043 under the Original Indenture (as defined below) (the “Existing Securities”). The Securities constitute an additional issuance of notes under the Indenture.
SALE AGREEMENT Dated as of November 13, 2008 by and between ASHLAND INC. and each other entity from time to time party hereto as an Originator, as Originators and CVG CAPITAL II LLC, as the SPVSale Agreement • November 19th, 2008 • Ashland Inc. • Wholesale-chemicals & allied products • New York
This SALE AGREEMENT, dated as of November 13, 2008 (this “Agreement”), by and between ASHLAND INC., a Kentucky corporation (“Ashland”), and each other entity from time to time a party hereto as an Originator (each, an “Originator” and collectively, the “Originators”), and CVG Capital II LLC, a Delaware limited liability company (the “SPV”). The parties hereto agree as follows:
Reverse Transition Services AgreementReverse Transition Services Agreement • September 28th, 2016 • Ashland LLC • Wholesale-chemicals & allied products • New York
REVERSE TRANSITION SERVICES AGREEMENT (this “Agreement”) dated as of September 22, 2016 and effective as of September 28, 2016, (the “Effective Date”) by and between Valvoline Inc. (“Provider”), a Kentucky corporation, and Ashland Global Holdings Inc. (“Recipient”), a Delaware corporation and parent of Ashland LLC. Capitalized terms used herein but not otherwise defined shall have the meanings assigned to them in the Separation Agreement dated as of September 22, 2016 (the “Separation Agreement”), by and between Recipient and Provider.
Transition Services AgreementTransition Services Agreement • September 28th, 2016 • Ashland LLC • Wholesale-chemicals & allied products • New York
TRANSITION SERVICES AGREEMENT (this “Agreement”) dated as of September 22, 2016 and effective as of September 28, 2016, (the “Effective Date”) by and between Ashland Global Holdings Inc. (“Provider”), a Delaware corporation and parent of Ashland LLC, and Valvoline Inc. (“Recipient”), a Kentucky corporation. Capitalized terms used herein but not otherwise defined shall have the meanings assigned to them in the Separation Agreement dated as of September 22, 2016 (the “Separation Agreement”), by and between Provider and Recipient.
ASHLAND INC. INDUCEMENT RESTRICTED STOCK AWARD AGREEMENTInducement Restricted Stock Award Agreement • June 20th, 2016 • Ashland Inc. • Wholesale-chemicals & allied products • New York
As an inducement material to the decision by the grantee listed above (the “Grantee”) to accept employment with Ashland Inc., a Kentucky corporation (“Ashland”), as the Chief Financial Officer for Valvoline, and pursuant to that certain letter agreement entered into by and between the Grantee and Ashland, dated as of May 31, 2016, Ashland hereby awards to the Grantee 4,500 shares of Ashland Common Stock, par value $0.01 per share, subject to certain restrictions specified herein (the “Restricted Stock”). This award of Restricted Stock (the “Award”) is subject to all of the terms and conditions set forth in this Inducement Restricted Stock Award Agreement (this “Agreement”).
SEPARATION AGREEMENT by and between ASHLAND GLOBAL HOLDINGS INC. and VALVOLINE INC. Dated as of September 22, 2016Separation Agreement • September 28th, 2016 • Ashland LLC • Wholesale-chemicals & allied products • New York
SEPARATION AGREEMENT dated as of September 22, 2016, by and between ASHLAND GLOBAL HOLDINGS INC., a Delaware corporation (“Ashland Global”) and parent of Ashland LLC , and VALVOLINE INC., a Kentucky corporation (“Valvoline”). Capitalized terms used herein and not otherwise defined shall have the respective meanings assigned to them in Article I hereof.
ContractTax Matters Agreement • September 28th, 2016 • Ashland LLC • Wholesale-chemicals & allied products • New York
TAX MATTERS AGREEMENT dated as of September 22, 2016 (this “Agreement”) between ASHLAND GLOBAL HOLDINGS INC., a Delaware corporation (“Ashland Global”), and VALVOLINE INC., a Kentucky corporation (“Valvoline”, collectively, the “Companies”).
Transfer and Administration Agreement Dated as of August 31, 2012 by and among CVG Capital III LLC, Ashland Inc., Hercules Incorporated, Aqualon Company, ISP Technologies Inc., ISP Synthetic Elastomers LLC, and each other entity from time to time...Transfer and Administration Agreement • September 7th, 2012 • Ashland Inc. • Wholesale-chemicals & allied products • New York
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • August 5th, 2009 • Ashland Inc. • Wholesale-chemicals & allied products • New York
This Registration Rights Agreement (this “Agreement”) is made and entered into as of May 27, 2009, by and among Ashland Inc., a Kentucky corporation (the “Company”), the Guarantors (as defined in the Purchase Agreement), and Banc of America Securities LLC and Scotia Capital (USA) Inc. (collectively, the “Representatives”) as representatives of the several Initial Purchasers listed on Schedule A to the Purchase Agreement (as defined below), each of whom has agreed to purchase the Company’s 9.125% Senior Notes due 2017 (the “Notes”) fully and unconditionally guaranteed by the Guarantors (the “Guarantees”) pursuant to the Purchase Agreement. The Notes and the Guarantees attached thereto are herein collectively referred to as the “Securities.”
RESTRICTED STOCK AGREEMENTRestricted Stock Agreement • January 27th, 2016 • Ashland Inc. • Wholesale-chemicals & allied products
This Award will be evidenced by entry on the books of Ashland’s transfer agent, Wells Fargo Bank, N.A. Each entry in respect of shares of Restricted Stock shall be designated in the name of the Participant and shall bear the following legend:
EMPLOYEE MATTERS AGREEMENT by and between ASHLAND GLOBAL HOLDINGS INC. and VALVOLINE INC. Dated as of September 22, 2016Employee Matters Agreement • September 28th, 2016 • Ashland LLC • Wholesale-chemicals & allied products • New York
EMPLOYEE MATTERS AGREEMENT, dated as of September 22, 2016, by and between ASHLAND GLOBAL HOLDINGS INC., a Delaware corporation (“Ashland Global”) and parent of Ashland LLC, and VALVOLINE INC., a Kentucky corporation (“Valvoline”).
ContractInducement Restricted Stock Award Agreement • December 18th, 2014 • Ashland Inc. • Wholesale-chemicals & allied products • Kentucky
Ashland Inc. 50 E. RiverCenter Blvd. P.O. Box 391 Covington, KY 41012-0391 Tel: 859 815-3543, Fax: 859 815-3693 October 26, 2006Severance Agreement • November 28th, 2006 • Ashland Inc. • Wholesale-chemicals & allied products
PERFORMANCE UNIT AGREEMENTPerformance Unit Agreement • January 27th, 2016 • Ashland Inc. • Wholesale-chemicals & allied products
This Award is granted under, and subject to, all the terms and conditions of the Long-Term Incentive Plan Program Memorandum (“LTIP”) (Attachment 2) and the Plan, including, but not limited to, the forfeiture provision of Section 16(H) of the Plan. Capitalized terms used but not defined in this Agreement shall have the meanings given such terms in the Plan or the LTIP, as applicable.
AGREEMENT AND PLAN OF MERGER Dated as of July 10, 2008 among ASHLAND INC., ASHLAND SUB ONE, INC. and HERCULES INCORPORATEDMerger Agreement • July 14th, 2008 • Ashland Inc. • Wholesale-chemicals & allied products • Delaware
AGREEMENT AND PLAN OF MERGER dated as of July 10, 2008 among ASHLAND INC., a Kentucky corporation (“Parent”), ASHLAND SUB ONE, INC., a Delaware corporation (“Sub”) and a wholly owned subsidiary of Parent, and HERCULES INCORPORATED, a Delaware corporation (the “Company” and, together with Parent and Sub, the “parties”).
RESTRICTED STOCK UNIT AGREEMENTRestricted Stock Unit Agreement • January 27th, 2016 • Ashland Inc. • Wholesale-chemicals & allied products
Ashland Inc. (“Ashland”), hereby awards to the above-named Participant (hereinafter called the “Participant”) ____________________ Restricted Stock Units (the “Award”) pursuant to the Amended and Restated 2015 Ashland Inc. Incentive Plan (hereinafter called the “Plan”) and this Restricted Stock Unit Agreement (“Agreement”), in order to provide the Participant with an additional incentive to continue his/her services to Ashland and to continue to work for the best interests of the Ashland. Each Restricted Stock Unit represents the contingent right (as set forth herein) of Participant to receive a share of Ashland Common Stock, par value $0.01 per share, on the Vesting Date.
SEPARATION AGREEMENT AND GENERAL RELEASESeparation Agreement • November 20th, 2015 • Ashland Inc. • Wholesale-chemicals & allied products • Kentucky
FIRST AMENDMENT TO THE ASSET TRANSFER AND CONTRIBUTION AGREEMENTAsset Transfer and Contribution Agreement • October 12th, 2004 • New EXM Inc.
This FIRST AMENDMENT TO THE ASSET TRANSFER AND CONTRIBUTION AGREEMENT (the “Amendment”) dated as of December 31, 1998, but effective as of January 1, 1998, is made by and among MARATHON OIL COMPANY, an Ohio corporation (“Marathon”), ASHLAND INC., a Kentucky corporation (“Ashland”), and MARATHON ASHLAND PETROLEUM LLC, a Delaware limited liability company (the “Company”).
TWELFTH AMENDMENT Dated as of September 15, 2016 to the TRANSFER AND ADMINISTRATION AGREEMENT Dated as of August 31, 2012Transfer and Administration Agreement • September 21st, 2016 • Ashland LLC • Wholesale-chemicals & allied products • New York
This TWELFTH AMENDMENT (this “Amendment”) dated as of September 15, 2016 is entered into among ASHLAND INC., a Kentucky corporation (“Ashland” or “Master Servicer”), CVG CAPITAL III LLC, a Delaware limited liability company (“SPV”), the Originators, the Investors, Letter of Credit Issuers, Managing Agents and Administrators party hereto, and THE BANK OF NOVA SCOTIA (“Agent” or “Scotiabank”), as agent for the Investors.
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • November 6th, 2009 • Ashland Inc. • Wholesale-chemicals & allied products • New York
AMENDMENT NO. 2 TO RIGHTS AGREEMENTRights Agreement • May 2nd, 2005 • New EXM Inc. • Wholesale-chemicals & allied products • Kentucky
THIS AMENDMENT NO. 2 (the “Amendment”) dated as of April 27, 2005, to the Rights Agreement, dated as of May 16, 1996 (as amended by Amendment No. 1 dated as of March 18, 2004, the “Rights Agreement”), between Ashland Inc., a Kentucky corporation (the “Company”), and National City Bank, a Delaware corporation, as successor to Harris Trust and Savings Bank by appointment, as Rights Agent (the “Rights Agent”). Terms used herein and not otherwise defined shall have the respective meanings ascribed to such terms in the Rights Agreement.
FOURTH AMENDMENT Dated as of June 30, 2014 to TRANSFER AND ADMINISTRATION AGREEMENT Dated as of August 31, 2012Transfer and Administration Agreement • August 1st, 2014 • Ashland Inc. • Wholesale-chemicals & allied products • New York
This FOURTH AMENDMENT (this “Amendment”) dated as of June 30, 2014 is entered into by and among ASHLAND INC., a Kentucky corporation (“Ashland”), CVG CAPITAL III LLC, a Delaware limited liability company (“SPV”), the Originators, Investors, Letter of Credit Issuers, Managing Agents and Administrators party hereto, and THE BANK OF NOVA SCOTIA, as Agent for the Investors.
