ORION ENGINEERED CARBONS S.A. TOIndenture • March 4th, 2016 • Orion Engineered Carbons S.A. • Miscellaneous chemical products • New York
INDENTURE, dated as of ____________, 201_, between ORION ENGINEERED CARBONS S.A., a joint stock corporation (société anonyme) duly incorporated under the laws of the Grand Duchy of Luxembourg (the “Company”), having its principal office at 6 Route de Trèves, L-2633 Senningerberg (Municipality of Niederanven), Grand Duchy of Luxembourg and ___________________________________, a __________ duly organized and existing under the laws of ______________, as Trustee (herein called the “Trustee”).
REGISTRATION RIGHTS AGREEMENT dated as of by and among Orion Engineered Carbons S.A., Kinove Luxembourg Holdings 1 S.à r.l. and Kinove Luxembourg Coinvestment S.C.A.Registration Rights Agreement • July 21st, 2014 • Orion Engineered Carbons S.a r.l. • Miscellaneous chemical products • New York
] Shares ORION ENGINEERED CARBONS S.A. COMMON SHARES UNDERWRITING AGREEMENTUnderwriting Agreement • July 21st, 2014 • Orion Engineered Carbons S.a r.l. • Miscellaneous chemical products • New York
12,657,799 Shares ORION ENGINEERED CARBONS S.A. COMMON SHARES UNDERWRITING AGREEMENT December 4, 2017Underwriting Agreement • December 8th, 2017 • Orion Engineered Carbons S.A. • Miscellaneous chemical products • New York
ELEVENTH AMENDMENTCredit Agreement • August 9th, 2023 • Orion S.A. • Miscellaneous chemical products • New York
THIS ELEVENTH AMENDMENT, dated as of May 11, 2023 (this “Amendment”), to the Credit Agreement (as defined below), by and among Orion Engineered Carbons GmbH, a limited liability company (Gesellschaft mit beschränkter Haftung) organized under the laws of Germany (the “Borrower Representative”), each Revolving Credit Lender party hereto, and Goldman Sachs Bank USA, in its capacity as administrative agent for the Lenders (together with its successors and assigns in such capacity, the “Administrative Agent”).
TWELFTH AMENDMENTTwelfth Amendment • November 2nd, 2023 • Orion S.A. • Miscellaneous chemical products • New York
THIS TWELFTH AMENDMENT, dated as of August 16, 2023 (this “Amendment”), to the Existing Credit Agreement (as defined below), by and among Orion Engineered Carbons GmbH, a limited liability company (Gesellschaft mit beschränkter Haftung) organized under the laws of Germany (the “Borrower Representative”) and Goldman Sachs Bank USA, in its capacity as administrative agent for the Lenders (together with its successors and assigns in such capacity, the “Administrative Agent”).
ORION ENGINEERED CARBONS LLC Notice of GrantAward Agreement • May 7th, 2020 • Orion Engineered Carbons S.A. • Miscellaneous chemical products • New York
This Restricted Stock Unit Award Agreement (this “Agreement”) is entered into by and between Orion Engineered Carbons LLC (the “Company”) and you (the “Participant”) pursuant and subject to the Orion Engineered Carbons S.A. 2014 Omnibus Incentive Compensation Plan, as may be amended from time to time (the “Omnibus Plan”). All capitalized terms not defined in this Agreement shall have the meaning stated in the Omnibus Plan. If there is any inconsistency or conflict between the terms of this Agreement and the terms of the Omnibus Plan, the terms of the Omnibus Plan shall control and govern unless this Agreement expressly states that an exception to the Omnibus Plan is being made.
SIXTH AMENDMENTExisting Credit Agreement • February 20th, 2020 • Orion Engineered Carbons S.A. • Miscellaneous chemical products • New York
THIS SIXTH AMENDMENT, dated as of May 3, 2018 (this “Amendment”), to the Existing Credit Agreement (as defined below), by and among Orion Engineered Carbons GmbH, a limited liability company (Gesellschaft mit beschränkter Haftung) organized under the laws of Germany (the “Borrower Representative”), the other Loan Parties party hereto, the New Term Lenders (as defined below), Goldman Sachs Bank USA, in its capacity as administrative agent for the Lenders (together with its successors and assigns in such capacity, the “Administrative Agent”), and Goldman Sachs Bank USA, Citizens Bank N.A., Mediobanca International (Luxembourg) S.A. and ING Bank, a branch of ING-DiBa AG. as arrangers with respect to this Amendment (in such capacities, the “Amendment Arrangers”).
NINTH AMENDMENTExisting Credit Agreement • October 5th, 2021 • Orion Engineered Carbons S.A. • Miscellaneous chemical products • New York
THIS NINTH AMENDMENT, dated as of September 30, 2021 (this “Amendment”), to the Existing Credit Agreement (as defined below), by and among Orion Engineered Carbons GmbH, a limited liability company (Gesellschaft mit beschränkter Haftung) organized under the laws of Germany (the “Borrower Representative”), the other Loan Parties party hereto, the New Term Lenders (as defined below), Goldman Sachs Bank USA, in its capacity as administrative agent for the Lenders (together with its successors and assigns in such capacity, the “Administrative Agent”), Goldman Sachs Bank USA as sole book runner and Deutsche Bank Securities Inc., ING Bank, a branch of ING-DiBa AG and UniCredit Bank AG in their capacities as exclusive mandated lead arrangers (in such capacities, the “Amendment Arrangers”).
KINOVE GERMAN BONDCO GMBH as the Issuer and the Guarantors party hereto and DEUTSCHE TRUSTEE COMPANY LIMITED as Trustee DEUTSCHE BANK AG, LONDON BRANCH as Principal Paying Agent and Transfer Agent DEUTSCHE BANK LUXEMBOURG S.A. as Registrar DEUTSCHE...Additional Intercreditor Agreement • June 9th, 2014 • Orion Engineered Carbons S.a r.l. • New York
INDENTURE dated as of June 22, 2011 among Kinove German Bondco GmbH, a limited liability company organized under the laws of the Federal Republic of Germany (the “Issuer”), the Guarantors (as defined herein), Deutsche Trustee Company Limited as Trustee, Deutsche Bank AG, London Branch as Principal Paying Agent and Transfer Agent, Deutsche Bank Luxembourg S.A. as Registrar, Deutsche International Corporate Services (Ireland) Limited as Irish Paying Agent, Deutsche Bank Trust Company Americas as U.S. Paying Agent, U.S. Registrar and Transfer Agent, and UBS Limited as Security Agent.
THIRTEENTH AMENDMENTOrion Engineered Carbons • October 11th, 2023 • Orion S.A. • Miscellaneous chemical products • New York
THIS THIRTEENTH AMENDMENT, dated as of October 6, 2023 (this “Amendment”), to the Credit Agreement (as defined below), by and among Orion Engineered Carbons GmbH, a limited liability company (Gesellschaft mit beschränkter Haftung) organized under the laws of Germany (the “Borrower Representative”), the other Loan Parties party hereto, each Lender party hereto, Goldman Sachs Bank USA, in its capacity as administrative agent for the Lenders (together with its successors and assigns in such capacity, the “Administrative Agent”), UniCredit Bank AG, as sole coordinator, bookrunner, mandated lead arranger and sustainability coordinator (in such capacities, the “Bookrunner and Mandated Lead Arranger”, the “Sustainability Coordinator” and the “Amendment Arranger”) with respect to this Amendment.
September 2, 2018 Mr. Corning Painter Center Valley, PA 18034 Re: Restrictive Covenants Agreement Dear Corning:Orion Engineered Carbons S.A. • May 7th, 2020 • Miscellaneous chemical products • Texas
Orion Engineered Carbons S.A. (together with its subsidiaries and affiliates, “Orion” or “the Company”) is entering into a letter agreement with you, dated September 1, 2018 (your “Letter Agreement”), which establishes your compensation and certain terms of your employment as Chief Executive Officer of Orion Engineered Carbons, S.A. In consideration of your appointment as Chief Executive Officer and the payments to be made to you under the Letter Agreement (including, without limitation, potential termination benefits), you agree as follows:
ORION ENGINEERED CARBONS S.A. FORM OF Performance Share Unit Award Notice of GrantShare Unit Award Agreement • May 7th, 2020 • Orion Engineered Carbons S.A. • Miscellaneous chemical products • New York
This Performance Share Unit Award Agreement (this “Agreement”) is entered into by and between Orion Engineered Carbons S.A. (the “Company”) and you (the “Participant”) pursuant and subject to the Orion Engineered Carbons S.A. 2014 Omnibus Incentive Compensation Plan, as may be amended from time to time (the “Omnibus Plan”). All capitalized terms not defined in this Agreement shall have the meaning stated in the Omnibus Plan. If there is any inconsistency or conflict between the terms of this Agreement and the terms of the Omnibus Plan, the terms of the Omnibus Plan shall control and govern unless this Agreement expressly states that an exception to the Omnibus Plan is being made.
THIRTEENTH AMENDMENTCredit Agreement • November 2nd, 2023 • Orion S.A. • Miscellaneous chemical products
THIS THIRTEENTH AMENDMENT, dated as of October 6, 2023 (this “Amendment”), to the Credit Agreement (as defined below), by and among Orion Engineered Carbons GmbH, a limited liability company (Gesellschaft mit beschränkter Haftung) organized under the laws of Germany (the “Borrower Representative”), the other Loan Parties party hereto, each Lender party hereto, Goldman Sachs Bank USA, in its capacity as administrative agent for the Lenders (together with its successors and assigns in such capacity, the “Administrative Agent”), UniCredit Bank AG, as sole coordinator, bookrunner, mandated lead arranger and sustainability coordinator (in such capacities, the “Bookrunner and Mandated Lead Arranger”, the “Sustainability Coordinator” and the “Amendment Arranger”) with respect to this Amendment.
AMENDMENT NO. 1 TO REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • March 28th, 2017 • Orion Engineered Carbons S.A. • Miscellaneous chemical products • New York
THIS amendment no. 1 TO REGISTRATION RIGHTS agreement (this “Amendment”), dated as of March 22, 2017, is entered into by Orion Engineered Carbons S.A., a Luxembourg joint stock corporation (société anonyme) (the “Company”) and Kinove Luxembourg Holdings 1 S.à r.l., a Luxembourg limited liability company (société à responsabilité limitée) (“Kinove Holdings”).
Fixed Assets Loan Agreement (Applicable to the newly signed loan contract related to CNY interest rate, the non-USD/GBP/EUR/JPY/Swiss Franc foreign currency interest rate and the new USD/GBP/EUR/JPY/Swiss Franc new benchmark rate) No.: 2022 Free Trade...Fixed Assets Loan Agreement • February 24th, 2023 • Orion Engineered Carbons S.A. • Miscellaneous chemical products
The Borrower and the Lender have reached an agreement with respect to the matter that the Lender issues a fixed asset loan facility to the Borrower, and this Agreement is hereby concluded by both parties, through consultation on the basis of equality.
REGISTRATION RIGHTS AGREEMENT dated as of July 30, 2014 by and among Orion Engineered Carbons S.A., Kinove Luxembourg Holdings 1 S.à r.l. and Kinove Luxembourg Coinvestment S.C.A.Registration Rights Agreement • March 6th, 2015 • Orion Engineered Carbons S.A. • Miscellaneous chemical products • New York
This Registration Rights Agreement, dated as of July 30, 2014 (this “Agreement”), is among Orion Engineered Carbons S.A., a Luxembourg joint stock corporation (société anonyme) (the “Company”), Kinove Luxembourg Holdings 1 S.à r.l., a Luxembourg limited liability company (société à responsabilité limitée) (“Kinove Holdings”) and Kinove Luxembourg Coinvestment S.C.A., a Luxembourg corporate partnership limited by shares (société en commandite par actions) (“Luxco Coinvest”).
EIGHTH AMENDMENTOrion Engineered Carbons S.A. • February 20th, 2020 • Miscellaneous chemical products • New York
THIS EIGHTS AMENDMENT, dated April 2, 2019 (this “Amendment”), to the Credit Agreement (as defined below), by and among Orion Engineered Carbons GmbH, a limited liability company (Gesellschaft mit beschränkter Haftung) organized under the laws of Germany (the “Borrower Representative”), the other Loan Parties party hereto, each Lender party hereto, Goldman Sachs Bank USA, in its capacity as administrative agent for the Lenders (together with its successors and assigns in such capacity, the “Administrative Agent”), and UniCredit Bank AG, as sole coordinator and bookrunner with respect to this Amendment (in such capacity, the “Amendment Arranger”).
10,000,000 Shares ORION ENGINEERED CARBONS S.A. COMMON SHARES UNDERWRITING AGREEMENT November 7, 2017Orion Engineered Carbons S.A. • November 13th, 2017 • Miscellaneous chemical products • New York
SEVENTH AMENDMENTOrion Engineered Carbons S.A. • February 20th, 2020 • Miscellaneous chemical products • New York
THIS SEVENTH AMENDMENT, dated as of October 29, 2018 (this “Amendment”), to the Existing Credit Agreement (as defined below), by and among Orion Engineered Carbons GmbH, a limited liability company (Gesellschaft mit beschränkter Haftung) organized under the laws of Germany (the “Borrower Representative”) and Goldman Sachs Bank USA, in its capacity as administrative agent for the Lenders (together with its successors and assigns in such capacity, the “Administrative Agent”).
SECOND AMENDMENTOrion Engineered Carbons S.A. • February 20th, 2020 • Miscellaneous chemical products • New York
THIS SECOND AMENDMENT, dated as of September 29, 2016 (this “Amendment”), to the Credit Agreement (as defined below), by and among Orion Engineered Carbons S.A., a public limited liability company (société anonyme) organized and established under the laws of Luxembourg (the “Parent”), Orion Engineered Carbons Holdings GmbH, a limited liability company (Gesellschaft mit beschränkter Haftung) organized under the laws of Germany, Orion Engineered Carbons BondCo GmbH, a limited liability company (Gesellschaft mit beschränkter Haftung) organized under the laws of Germany, Orion Engineered Carbons GmbH, a limited liability company (Gesellschaft mit beschränkter Haftung) organized under the laws of Germany (the “Borrower Representative”), OEC Finance US LLC, a Delaware limited liability company, the Revolving Borrowers named herein, certain Subsidiaries of the Parent party hereto as Guarantors, each Lender party hereto, and Goldman Sachs Bank USA, in its capacity as administrative agent for t
THIRD AMENDMENTOrion Engineered Carbons S.A. • February 20th, 2020 • Miscellaneous chemical products • New York
THIS THIRD AMENDMENT, dated as of May 5, 2017 (this “Amendment”), to the Credit Agreement (as defined below), by and among Orion Engineered Carbons S.A., a public limited liability company (société anonyme) organized and established under the laws of Luxembourg (the “Parent”), Orion Engineered Carbons Holdings GmbH, a limited liability company (Gesellschaft mit beschränkter Haftung) organized under the laws of Germany, Orion Engineered Carbons BondCo GmbH, a limited liability company (Gesellschaft mit beschränkter Haftung) organized under the laws of Germany, Orion Engineered Carbons GmbH, a limited liability company (Gesellschaft mit beschränkter Haftung) organized under the laws of Germany (the “Borrower Representative”), OEC Finance US LLC, a Delaware limited liability company, the Revolving Borrowers named therein, certain Subsidiaries of the Parent party hereto as Guarantors, each Lender party hereto, Goldman Sachs Bank USA, in its capacity as administrative agent for the Lenders
US$250,000,000 SUPER SENIOR REVOLVING FACILITY AGREEMENT originally dated 10 June 2011 as amended and restated on 25 July 2011 and as further amended and restated on 21 December 2012 for ORION ENGINEERED CARBONS HOLDINGS GMBH (FORMERLY KNOWN AS KINOVE...Facility Agreement • June 9th, 2014 • Orion Engineered Carbons S.a r.l.
THIS AGREEMENT is originally dated 10 June 2011 as amended and restated on 25 July 2011 and as further amended and restated on 21 December 2012 and made between:
CREDIT AGREEMENT DATED AS OF JULY 25, 2014 AMONG ORION ENGINEERED CARBONS S. À R.L., AS PARENT, ORION ENGINEERED CARBONS HOLDINGS GMBH, AS HOLDINGS, ORION ENGINEERED CARBONS BONDCO GMBH, AS INTERMEDIATE HOLDINGS, ORION ENGINEERED CARBONS GMBH, OEC...Credit Agreement • July 31st, 2014 • Orion Engineered Carbons S.A. • Miscellaneous chemical products • New York
This CREDIT AGREEMENT (this “Agreement”) is entered into as of July 25, 2014, among ORION ENGINEERED CARBONS S. À R.L., a private limited liability company (société à responsabilité limitée) (to be converted into a public limited liability company (société anonyme)) organized and established under the laws of Luxembourg, having its registered office at 15, rue Edward Steichen, L-2540 Luxemburg, Grand Duchy of Luxembourg, with a share capital of EUR 43,750,000 and registered with the Luxembourg Companies Register under number B 160558 (the “Parent”), ORION ENGINEERED CARBONS HOLDINGS GMBH, a Gesellschaft mit beschränkter Haftung organized under the laws of Germany (“Holdings”), ORION ENGINEERED CARBONS BONDCO GMBH, a Gesellschaft mit beschränkter Haftung organized under the laws of Germany (“Intermediate Holdings”), ORION ENGINEERED CARBONS GMBH, a Gesellschaft mit beschränkter Haftung organized under the laws of Germany (the “German Borrower”), OEC FINANCE US LLC, a Delaware limited li
ORION ENGINEERED CARBONS LLC Notice of GrantAward Agreement • May 7th, 2020 • Orion Engineered Carbons S.A. • Miscellaneous chemical products • New York
This Restricted Stock Unit Award Agreement (this “Agreement”) is entered into by and between Orion Engineered Carbons LLC (the “Company”) and Lorin James Crenshaw (the “Participant”) pursuant and subject to the Orion Engineered Carbons S.A. 2014 Omnibus Incentive Compensation Plan, as may be amended from time to time (the “Omnibus Plan”). All capitalized terms not defined in this Agreement shall have the meaning stated in the Omnibus Plan. If there is any inconsistency or conflict between the terms of this Agreement and the terms of the Omnibus Plan, the terms of the Omnibus Plan shall control and govern unless this Agreement expressly states that an exception to the Omnibus Plan is being made.
FIFTH AMENDMENTOrion Engineered Carbons S.A. • February 20th, 2020 • Miscellaneous chemical products • New York
THIS FIFTH AMENDMENT, dated as of November 2, 2017 (this “Amendment”), to the Existing Credit Agreement (as defined below), by and among Orion Engineered Carbons GmbH, a limited liability company (Gesellschaft mit beschränkter Haftung) organized under the laws of Germany (the “Borrower Representative”), the other Loan Parties party hereto, the New Term Lenders (as defined below), Goldman Sachs Bank USA, in its capacity as administrative agent for the Lenders (together with its successors and assigns in such capacity, the “Administrative Agent”), and Goldman Sachs Bank USA, Citizens Bank N.A., Mediobanca International (Luxembourg) S.A. and ING Bank, a branch of ING-DiBa AG. as arrangers with respect to this Amendment (in such capacities, the “Amendment Arrangers”).
ORION ENGINEERED CARBONS S.A. FORM OF Restricted Stock Unit Award Notice of GrantAward Agreement • May 7th, 2020 • Orion Engineered Carbons S.A. • Miscellaneous chemical products • New York
This Restricted Stock Unit Award Agreement (this “Agreement”) is entered into by and between Orion Engineered Carbons S.A. (the “Company”) and you (the “Participant”) pursuant and subject to the Orion Engineered Carbons S.A. 2014 Omnibus Incentive Compensation Plan, as may be amended from time to time (the “Omnibus Plan”). All capitalized terms not defined in this Agreement shall have the meaning stated in the Omnibus Plan. If there is any inconsistency or conflict between the terms of this Agreement and the terms of the Omnibus Plan, the terms of the Omnibus Plan shall control and govern unless this Agreement expressly states that an exception to the Omnibus Plan is being made.
AMENDMENT AGREEMENT TO THE TERMS AND CONDITIONS OF THE PREFERRED EQUITY CERTIFICATES ISSUED ON 28 JULY 2011 AND 1 FEBRUARY 2013 BETWEEN KINOVE Luxembourg HOLDINGS 2 S.À R.L. AND THE PECS HOLDER (as defined hereinafter)Agreement • June 9th, 2014 • Orion Engineered Carbons S.a r.l. • Luxembourg
THIS AMENDMENT AGREEMENT to the terms and conditions of the preferred equity certificates of Kinove Luxembourg Holdings 2 S.à r.l. is made on 1 February 2013,
FIRST AMENDMENTCredit Agreement • February 20th, 2020 • Orion Engineered Carbons S.A. • Miscellaneous chemical products • New York
THIS FIRST AMENDMENT, dated as of August 7, 2014 (this “Amendment”), to the Credit Agreement, dated as of July 25, 2014 (as amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), by and among Orion Engineered Carbons S.A., a public limited liability company (société anonyme) organized and established under the laws of Luxembourg (the “Parent”), Orion Engineered Carbons Holdings GmbH, a Gesellschaft mit beschränkter Haftung organized under the laws of Germany, Orion Engineered Carbons BondCo GmbH, a Gesellschaft mit beschränkter Haftung organized under the laws of Germany, Orion Engineered Carbons GmbH, a Gesellschaft mit beschränkter Haftung organized under the laws of Germany (the “Borrower Representative”), OEC Finance US LLC, a Delaware limited liability company, the Revolving Borrowers named therein, certain Subsidiaries of the Parent party thereto as Guarantors, each lender from time to time party thereto (collectively, the “Lenders” and
5,000,000 Shares ORION ENGINEERED CARBONS S.A. COMMON SHARES UNDERWRITING AGREEMENTUnderwriting Agreement • March 28th, 2017 • Orion Engineered Carbons S.A. • Miscellaneous chemical products • New York
FOURTH AMENDMENTFourth Amendment • July 25th, 2017 • Orion Engineered Carbons S.A. • Miscellaneous chemical products • New York
THIS FOURTH AMENDMENT, dated as of May 31, 2017 (this “Amendment”), to the Credit Agreement (as defined below), by and among Orion Engineered Carbons S.A., a public limited liability company (société anonyme) organized and established under the laws of Luxembourg (the “Parent”), Orion Engineered Carbons Holdings GmbH, a limited liability company (Gesellschaft mit beschränkter Haftung) organized under the laws of Germany, Orion Engineered Carbons BondCo GmbH, a limited liability company (Gesellschaft mit beschränkter Haftung) organized under the laws of Germany, Orion Engineered Carbons GmbH, a limited liability company (Gesellschaft mit beschränkter Haftung) organized under the laws of Germany (the “Borrower Representative”), OEC Finance US LLC, a Delaware limited liability company, the Revolving Borrowers named therein, certain Subsidiaries of the Parent party hereto as Guarantors, each Lender party hereto, Goldman Sachs Bank USA, in its capacity as administrative agent for the Lender
