INGEVITY CORPORATION, as Issuer, the Guarantors named herein, and U.S. Bank National Association, as Trustee INDENTURE Dated as of October 28, 2020 3.875% Senior Notes due 2028Indenture • October 28th, 2020 • Ingevity Corp • Chemicals & allied products • New York
INDENTURE, dated as of October 28, 2020, among Ingevity Corporation, a Delaware corporation (the “Issuer”), the Guarantors (as defined below) and U.S. Bank National Association, a national banking association, as trustee (the “Trustee”).
SEPARATION AND DISTRIBUTION AGREEMENT BY AND BETWEEN WESTROCK COMPANY AND INGEVITY CORPORATION DATED AS OF MAY 14, 2016Separation and Distribution Agreement • May 16th, 2016 • Ingevity Corp • Chemicals & allied products • Delaware
This SEPARATION AND DISTRIBUTION AGREEMENT, dated as of May 14, 2016 (this “Agreement”), is by and between WestRock Company, a Delaware corporation (“Parent”), and Ingevity Corporation, a Delaware corporation (“SpinCo”). Capitalized terms used herein and not otherwise defined shall have the respective meanings assigned to them in Article I.
CERTAIN IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THIS EXHIBIT BECAUSE IT IS BOTH (i) NOT MATERIAL AND (ii) THE TYPE THAT THE COMPANY TREATS AS PRIVATE OR CONFIDENTIAL. SUCH EXCLUDED INFORMATION IS DENOTED BY ASTERISKS IN BRACKETS [*****]....Severance and Change of Control Agreement • August 1st, 2024 • Ingevity Corp • Chemicals & allied products
THIS SEVERANCE AND CHANGE OF CONTROL AGREEMENT (the “Agreement”) by and between Ingevity Corporation, a Delaware corporation (together with its Affiliated Companies, as hereafter defined, being the “Company”), and Terry Dyer (the “Executive”) is dated as of the date set forth under the Company’s signature.
INGEVITY CORPORATION, as Issuer, the Guarantors named herein and U.S. Bank National Association as Trustee INDENTURE Dated as of January 24, 2018 4.50% Senior Notes due 2026Indenture • January 24th, 2018 • Ingevity Corp • Chemicals & allied products • New York
INDENTURE, dated as of January 24, 2018, among Ingevity Corporation, a Delaware corporation (the “Issuer”), the Guarantors (as defined below) and U.S. Bank National Association, a national banking association, as trustee (the “Trustee”).
AMENDED AND RESTATED CRUDE TALL OIL AND BLACK LIQUOR SOAP SKIMMINGS AGREEMENTCrude Tall Oil and Black Liquor Soap Skimmings Agreement • March 24th, 2023 • Ingevity Corp • Chemicals & allied products • Virginia
THIS AMENDED AND RESTATED CRUDE TALL OIL AND BLACK LIQUOR SOAP SKIMMINGS AGREEMENT (this “Agreement”) is made and entered into on March 20, 2023, (“Effective Date”), by and between WestRock Shared Services, LLC and WestRock MWV, LLC, on behalf of the affiliates of WestRock Company (“Seller”), and Ingevity Corporation, a Delaware corporation (“Buyer”). Buyer and Seller may each be referred to as a “Party” and collectively as the “Parties.”
COVINGTON PLANT GROUND LEASE AGREEMENT between WESTROCK VIRGINIA, LLC and INGEVITY VIRGINIA CORPORATION Dated as of February 1, 2016Ground Lease Agreement • April 20th, 2016 • Ingevity Corp • Chemicals & allied products • Virginia
THIS AGREEMENT (this “Lease”) is made as and effective as of 12:01 a.m. on February 1, 2016 (the “Effective Date”) between WESTROCK VIRGINIA, LLC, a Delaware limited liability company, as landlord (the “Mill Owner”), and INGEVITY VIRGINIA CORPORATION, a Virginia corporation, as tenant (“Ingevity”), under the following circumstances:
INTELLECTUAL PROPERTY AGREEMENTIntellectual Property Agreement • May 16th, 2016 • Ingevity Corp • Chemicals & allied products
This INTELLECTUAL PROPERTY AGREEMENT, dated as of May 14, 2016 (this “Agreement”), is by and between WestRock Company, a Delaware corporation (“Parent”), and Ingevity Corporation, a Delaware corporation (“SpinCo”). Capitalized terms used herein and not otherwise defined shall have the respective meanings assigned to them in Section 1 or the Separation Agreement. SpinCo and Parent may be individually referred to herein as a “Party” and collectively as the “Parties”.
TRANSITION SERVICES AGREEMENTTransition Services Agreement • May 16th, 2016 • Ingevity Corp • Chemicals & allied products • Delaware
This TRANSITION SERVICES AGREEMENT, dated as of May 14, 2016 (this “Agreement”), is by and between WestRock Company, a Delaware corporation (“Provider”), and Ingevity Corporation, a Delaware corporation (“SpinCo”).
INCREMENTAL FACILITY AGREEMENT AND AMENDMENT NO. 2Incremental Facility Agreement • August 9th, 2018 • Ingevity Corp • Chemicals & allied products • New York
CREDIT AGREEMENT (this “Agreement”) dated as of March 7, 2016, among INGEVITY CORPORATION, a Delaware corporation, as U.S. Borrower, the LENDERS from time to time party hereto and WELLS FARGO BANK, N.A., as Administrative Agent.
FORM OF TAX MATTERS AGREEMENT by and between WESTROCK COMPANY and INGEVITY CORPORATION Dated as of [●], 2016Tax Matters Agreement • March 7th, 2016 • Ingevity Corp • Chemicals & allied products • Delaware
SERVICES AGREEMENT between WESTROCK VIRGINIA, LLC and INGEVITY VIRGINIA CORPORATION Dated as of February 1, 2016Services Agreement • March 7th, 2016 • Ingevity Corp • Chemicals & allied products • Virginia
THIS AGREEMENT (this “Agreement”) is made as and effective as of 12:01 a.m. on February 1, 2016 (the “Effective Date”) between WESTROCK VIRGINIA, LLC, a Delaware limited liability company (the “Mill Owner”), and INGEVITY VIRGINIA CORPORATION, a Virginia corporation (“Ingevity”), under the following circumstances:
EMPLOYEE MATTERS AGREEMENTEmployee Matters Agreement • May 16th, 2016 • Ingevity Corp • Chemicals & allied products
This Employee Matters Agreement (this “Agreement”), dated as of May 14, 2016, with effect as of the Effective Time (as defined below), is entered into by and between WestRock Company, a Delaware corporation (“Parent”), and Ingevity Corporation, a Delaware corporation (“SpinCo,” and together with Parent, the “Parties”).
FIRST AMENDMENT TO ASSET PURCHASE AGREEMENTAsset Purchase Agreement • March 8th, 2018 • Ingevity Corp • Chemicals & allied products • Delaware
This FIRST AMENDMENT TO ASSET PURCHASE AGREEMENT is made as of March 8, 2018 (this “First Amendment”) between Georgia-Pacific Chemicals LLC, a Delaware limited liability company (the “Seller”), Georgia-Pacific LLC, a Delaware limited liability company (“Seller Parent”), Ingevity Arkansas, LLC, a Delaware limited liability company (the “Buyer”) and, Ingevity Corporation, a Delaware corporation (“Buyer Parent”).
ASSET PURCHASE AGREEMENT by and among GEORGIA-PACIFIC CHEMICALS LLC, as the Seller GEORGIA-PACIFIC LLC, INGEVITY ARKANSAS, LLC, as the Buyer and INGEVITY CORPORATION, solely for the purposes of Section 10.18 Dated as of August 22, 2017Asset Purchase Agreement • August 22nd, 2017 • Ingevity Corp • Chemicals & allied products • Delaware
ASSET PURCHASE AGREEMENT, dated as of August 22, 2017 (this “Agreement”), between Georgia-Pacific Chemicals LLC, a Delaware limited liability company (the “Seller”), Georgia-Pacific LLC, a Delaware limited liability company (“Seller Parent”), Ingevity Arkansas, LLC, a Delaware limited liability company (the “Buyer”) and solely for the purposes set forth in Section 10.18, Ingevity Corporation, a Delaware corporation (“Buyer Parent”).
CONSULTING AGREEMENTConsulting Agreement • February 3rd, 2017 • Ingevity Corp • Chemicals & allied products • South Carolina
CONSULTING AGREEMENT dated February 1, 2017, by and between Ingevity Corporation (the "Company") and Edward A. Rose (the "Consultant").
AMENDMENT NO.1 TO CRUDE TALL OIL AND BLACK LIQUOR SOAP SKIMMINGS AGREEMENTCrude Tall Oil and Black Liquor Soap Skimmings Agreement • May 4th, 2017 • Ingevity Corp • Chemicals & allied products
This Amendment No.1 (this “Amendment”) to the Supply Agreement, dated as of March 1, 2017 (the “Effective Date”), is entered into by and between WestRock Shared Services, LLC and WestRock MWV, LLC, on behalf of the affiliates of WestRock Company (“Seller”), and Ingevity Corporation, a Delaware corporation (“Buyer”).
INGEVITY CORPORATION North Charleston, SC 29406Termination Agreement • February 3rd, 2017 • Ingevity Corp • Chemicals & allied products • South Carolina
This letter agreement (the “Letter Agreement”) sets forth the terms and conditions of your termination of employment with the Company as authorized by the Compensation Committee of the Board of Directors of the Company.
CRUDE TALL OIL SUPPLY AGREEMENTCrude Tall Oil Supply Agreement • March 8th, 2018 • Ingevity Corp • Chemicals & allied products • Delaware
THIS CRUDE TALL OIL SUPPLY AGREEMENT (this “Agreement”) is made and entered into as of March 8, 2018, by and between Georgia-Pacific LLC, a Delaware limited liability company (“Seller”), on behalf itself and on behalf of its direct and indirect subsidiaries, and Ingevity Corporation, a Delaware corporation (“Buyer”).
Certain information in this exhibit has been omitted pursuant to Item 601(b)(10) of Regulation S-K. Such information is not material and would likely cause competitive harm to the registrant if publicly disclosed.] AMENDMENT TO CRUDE TALL OIL SUPPLY...Crude Tall Oil Supply Agreement • February 19th, 2021 • Ingevity Corp • Chemicals & allied products
This Amendment (this “Amendment”) to the Crude Tall Oil Supply Agreement, dated as of May 1, 2020 (the “Effective Date”), is entered into by and between Georgia-Pacific LLC, a Delaware limited liability company, on behalf of itself and its subsidiaries (“Seller”), and Ingevity Corporation, a Delaware corporation (“Buyer”).
BLACK LIQUOR SOAP SKIMMINGS AGREEMENTCrude Tall Oil and Black Liquor Soap Skimmings Agreement • November 1st, 2023 • Ingevity Corp • Chemicals & allied products
This Amendment No.1 (this “Amendment”) to the Amended and Restated Crude Tall Oil and Black Liquor Soap Skimmings Agreement, is made and entered into as of November 1, 2023 (the “Amendment Effective Date”), by and between WestRock Shared Services, LLC and WestRock MWV, LLC, on behalf of the affiliates of WestRock Company (“Seller”), and Ingevity Corporation, a Delaware limited liability company (“Buyer').
June 26, 2024 Stacy Cozad [Address] Dear Stacy:Transition Agreement • August 1st, 2024 • Ingevity Corp • Chemicals & allied products
This transition agreement (this “Transition Agreement”) sets forth the terms and conditions related to the termination of your employment with Ingevity Corporation (“Ingevity” or the “Company”) as a result of your voluntary resignation, and contemplates you receiving certain Transition Benefits hereunder (as defined in paragraph 3, below). The Company is offering you this arrangement in recognition of your dedication, service, and contributions to the Company and in consideration of (i) your agreement to the terms of this Transition Agreement (including your execution and non-revocation of the attached Release of all legal claims against the Company), and (ii) your agreement to cooperate with the Company following the effective date of your resignation to ensure an orderly transition of your duties.
CONSULTING AGREEMENTConsulting Agreement • March 7th, 2016 • Ingevity Corp • Chemicals & allied products • Delaware
This CONSULTING AGREEMENT (“Agreement”) is made as of February 1, 2016, between Ingevity Corporation, a Delaware corporation (the “Company”) and [____________](“Consultant”).
CREDIT AGREEMENT dated as of March 7, 2016, among INGEVITY CORPORATION, as U.S. Borrower, The LENDERS from Time to Time Party Hereto and WELLS FARGO BANK, N.A., as Administrative Agent BANK OF AMERICA, N.A. and JPMORGAN CHASE BANK, N.A., as...Credit Agreement • March 7th, 2016 • Ingevity Corp • Chemicals & allied products • New York
Exhibit L-3 — Form of U.S. Tax Certificate for Non-U.S. Participants that are not Partnerships for U.S. Federal Income Tax Purposes
AGREEMENT FOR THE SALE AND PURCHASE OF Perstorp UK Ltd.Sale and Purchase Agreement • December 10th, 2018 • Ingevity Corp • Chemicals & allied products
The Seller has agreed to sell the Shares held by it in Perstorp UK Ltd. (registered number 02715398) whose registered office is at Perstorp, Baronet Road, Warrington, Cheshire, WA4 6HA (the Company), and the Purchaser has agreed to purchase such Shares on the terms, and subject to the conditions, set out in this agreement.
Second Amendment to Crude Tall Oil Supply AgreementCrude Tall Oil Supply Agreement • March 24th, 2023 • Ingevity Corp • Chemicals & allied products
This Second Amendment (this “Second Amendment”) to the Crude Tall Oil Supply Agreement, made effective as of March 1, 2023 (“Amendment Effective Date”) is entered into by and between Georgia-Pacific LLC, a Delaware limited liability company, on behalf of itself and its subsidiaries (“Seller”) and Ingevity Corporation, a Delaware corporation (“Buyer”).
AMENDMENT NO. 3Amendment No. 3 • March 7th, 2019 • Ingevity Corp • Chemicals & allied products • New York
AMENDMENT NO. 3, dated as of March 7, 2019 (this “Amendment”), among INGEVITY CORPORATION, a Delaware corporation (the “U.S. Borrower”), Ingevity Holdings SPRL (formerly known as MEADWESTVACO EUROPE SPRL), a Belgian private limited liability company (société privée à responsabilité limitée/besloten vennootschap met beperkte aansprakelijkheid) incorporated under the laws of Belgium, with its registered office at Avenue des Olympiades 2, B-1140 Brussels and registered with the Belgian Crossroads Bank for Enterprises under number 0402.720.145, RPR/RPM Brussels (French speaking division) (the “Belgian Borrower” and together with the U.S. Borrower, the “Borrowers”), the other Loan Parties, the Lenders party hereto and WELLS FARGO BANK, N.A., as administrative agent for the Lenders (in such capacity, the “Administrative Agent”), to the Credit Agreement dated as of March 7, 2016 (as amended, supplemented or otherwise modified prior to the date hereof, including pursuant to the Incremental Fac
TRANSACTION SUPPORT AGREEMENTTransaction Support Agreement • August 2nd, 2022 • Ingevity Corp • Chemicals & allied products
This Transaction Support Agreement (this “Agreement”), dated as of July 31, 2022, is made by and among Ingevity Corporation, a Delaware corporation (“Buyer”), William H. Carr, an individual resident of Alabama (“Bill Carr”), Jerry N. Carr, an individual resident of Florida (“Jerry Carr”), Leon M. Gross, III, an individual resident of Alabama (“Lee Gross” and, together with Bill Carr and Jerry Carr, the “Equityholders” and each, an “Equityholder”), Ozark Holdings, Inc., an Alabama corporation (“Seller”), and each of the other entities set forth on Exhibit A that are signatories hereto (such entities, collectively, the “Excluded Subsidiaries” and each, an “Excluded Subsidiary”), in connection with that certain Equity Purchase Agreement, dated as of the date hereof (the “Purchase Agreement”), by and among Buyer, Seller, Ozark Materials, LLC, an Alabama limited liability company (“Ozark Materials”), and Ozark Logistics, LLC, an Alabama limited liability company (“Ozark Logistics” and, toge
EQUITY PURCHASE AGREEMENT BY AND AMONG INGEVITY CORPORATION, OZARK HOLDINGS, INC., OZARK MATERIALS, LLC AND OZARK LOGISTICS, LLC Dated as of July 31, 2022Equity Purchase Agreement • August 2nd, 2022 • Ingevity Corp • Chemicals & allied products
This Equity Purchase Agreement (this “Agreement”), is entered into as of July 31, 2022, by and among Ingevity Corporation, a Delaware corporation (“Buyer”), Ozark Holdings, Inc., an Alabama corporation (“Seller”), Ozark Materials, LLC, an Alabama limited liability company (“Ozark Materials”), and Ozark Logistics, LLC, an Alabama limited liability company (“Ozark Logistics” and, together with Ozark Materials, the “Companies” and, each, a “Company”). Buyer, Seller and the Companies are referred to collectively herein as the “Parties”, and individually, as a “Party”.
EX-10.1Severance Agreement • May 4th, 2023 • Ingevity Corp • Chemicals & allied products
This letter is written to set forth the terms and conditions for termination of your employment with Ingevity Corporation (“Ingevity” or the “Company”).
INCREMENTAL FACILITY AGREEMENT AND AMENDMENT NO. 4Incremental Facility Agreement • March 7th, 2019 • Ingevity Corp • Chemicals & allied products • New York
INCREMENTAL FACILITY AGREEMENT AND AMENDMENT NO. 4, dated as of March 7, 2019 (this “Amendment”), among INGEVITY CORPORATION, a Delaware corporation (the “U.S. Borrower”), Ingevity Holdings SPRL (formerly known as MEADWESTVACO EUROPE SPRL), a Belgian private limited liability company (société privée à responsabilité limitée/besloten vennootschap met beperkte aansprakelijkheid) incorporated under the laws of Belgium, with its registered office at Avenue des Olympiades 2, B-1140 Brussels and registered with the Belgian Crossroads Bank for Enterprises under number 0402.720.145, RPR/RPM Brussels (French speaking division) (the “Belgian Borrower” and together with the U.S. Borrower, the “Borrowers”), the other Loan Parties, the Lenders party hereto and WELLS FARGO BANK, N.A., as administrative agent for the Lenders (in such capacity, the “Administrative Agent”), to the Credit Agreement dated as of March 7, 2016 (as amended, supplemented or otherwise modified prior to the date hereof, includ
CERTAIN IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THIS EXHIBIT BECAUSE IT IS BOTH (i) NOT MATERIAL AND (ii) WOULD BE LIKELY TO CAUSE COMPETITIVE HARM TO THE COMPANY IF PUBLICLY DISCLOSED. SUCH EXCLUDED INFORMATION IS DENOTED BY ASTERISKS IN...Consulting Agreement • February 23rd, 2022 • Ingevity Corp • Chemicals & allied products • South Carolina
This CONSULTING AGREEMENT ("Agreement") is made effective as of March 1, 2022, between Ingevity Corporation, a Delaware corporation (the "Company"). and Michael Smith ("Consultant").
CERTAIN IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THIS EXHIBIT BECAUSE IT IS BOTH (i) NOT MATERIAL AND (ii) THE TYPE THAT THE COMPANY TREATS AS PRIVATE OR CONFIDENTIAL. SUCH EXCLUDED INFORMATION IS DENOTED BY ASTERISKS IN BRACKETS [*****]....Confidential Termination Agreement and Release • July 8th, 2024 • Ingevity Corp • Chemicals & allied products • Delaware
This Confidential Termination Agreement and Release (“Agreement”) is made and executed as of July 1, 2024 (the “Effective Date”), by and between GP Pine Chemicals, LLC, a Delaware limited liability company (“Georgia-Pacific”), and Ingevity Corporation, a Delaware corporation (“Ingevity”). Each of Georgia-Pacific or Ingevity may be referred to in this Agreement individually as a “Party” or they may collectively be referred to as the “Parties”.
SEPARATION AND RELEASE AGREEMENTSeparation and Release Agreement • February 26th, 2020 • Ingevity Corp • Chemicals & allied products • Delaware
This SEPARATION AND RELEASE AGREEMENT (the “Release Agreement”) by and between Ingevity Corporation, a Delaware corporation (together with its Affiliated Companies, the “Company”), and D. Michael Wilson (the “Executive”), is dated as of the date set forth under the Company’s signature below.
FORM OF Trust AGREEMENTTrust Agreement • April 4th, 2016 • Ingevity Corp • Chemicals & allied products • New York
This Trust Agreement (the “Agreement”) is entered into as of ____________, 2016 by and among INGEVITY CORPORATION, a Delaware corporation (“Ingevity” or “Grantor”), THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., as trustee hereunder (the “Trustee”), and WESTROCK COMPANY, a Delaware corporation (“WestRock”) under the following circumstances.
