FOURTH AMENDMENT TO THE RECEIVABLES PURCHASE AGREEMENTReceivables Purchase Agreement • September 16th, 2024 • Ashland Inc. • Wholesale-chemicals & allied products • New York
This RECEIVABLES PURCHASE AGREEMENT (as amended, restated, supplemented or otherwise modified from time to time, this “Agreement”) is entered into as of March 17, 2021 by and among the following parties:
Date] [CEO name & address] Dear ________________: RE: Change in Control AgreementChange in Control Agreement • November 22nd, 2021 • Ashland Global Holdings Inc • Wholesale-chemicals & allied products • Delaware
Ashland Global Holdings Inc. (“Ashland” or the “Company”) 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 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
RESTRICTED STOCK UNIT AGREEMENTRestricted Stock Unit Agreement • February 3rd, 2021 • Ashland Global Holdings Inc • Wholesale-chemicals & allied products
Ashland Global Holdings Inc. (“Ashland”) hereby grants to the above-named Participant (the “Participant”) ___________ Restricted Stock Units (the “Award”) pursuant to the Ashland Global Holdings Inc. 2021 Omnibus Incentive Compensation Plan (the “Plan”) and this Restricted Stock Unit Agreement (this “Agreement”), in order to provide the Participant with an additional incentive to continue his or her services to Ashland and its Affiliates and to continue to work for the best interests of Ashland and its Affiliates. Each Restricted Stock Unit represents the contingent right (as set forth herein) of the Participant to receive a Share in accordance with this Agreement.
ASHLAND INC. INDUCEMENT RESTRICTED STOCK AWARD AGREEMENTInducement Restricted Stock Award Agreement • September 20th, 2016 • Ashland Global Holdings 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”).
RESTRICTED STOCK AGREEMENTRestricted Stock Agreement • November 21st, 2016 • Ashland Global Holdings 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:
ASHLAND INC. FORM OF INDUCEMENT RESTRICTED STOCK AWARD AGREEMENTInducement Restricted Stock Award Agreement • September 20th, 2016 • Ashland Global Holdings Inc • Wholesale-chemicals & allied products • Kentucky
As an inducement material to the decision by the grantee listed below (the “Grantee”) to accept employment with Ashland Inc., a Kentucky corporation (the “Company”), and pursuant to that certain letter agreement entered into by and between the Grantee and the Company, dated as of November 12, 2014, the Company hereby grants to the Grantee the number of shares of Common Stock set forth below, 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 (the “Agreement”). This Award is made and granted as a stand-alone award and is not granted under or pursuant to the Amended and Restated 2011 Ashland Inc. Incentive Plan (the “Plan”).
PERFORMANCE UNIT AGREEMENTPerformance Unit Agreement • November 21st, 2016 • Ashland Global Holdings 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.
CREDIT AGREEMENT Dated as of May 17, 2017, among ASHLAND LLC, 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, The Other Lenders and L/C Issuers Party Hereto,...Credit Agreement • May 18th, 2017 • Ashland Global Holdings Inc • Wholesale-chemicals & allied products • New York
This CREDIT AGREEMENT (this “Agreement”) is entered into as of May 17, 2017, among ASHLAND LLC, a Kentucky limited liability company (formerly known as Ashland Inc.) (“Ashland”), 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, each other L/C Issuer from time to time party hereto and CITIBANK, N.A., as Syndication Agent.
RESTRICTED STOCK UNIT AGREEMENTRestricted Stock Unit Agreement • November 21st, 2016 • Ashland Global Holdings Inc • Wholesale-chemicals & allied products
Ashland Global Holdings 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 Global Holdings 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.
RESTRICTED STOCK AGREEMENTRestricted Stock Agreement • November 21st, 2016 • Ashland Global Holdings Inc • Wholesale-chemicals & allied products
This Award will be evidenced by entry on the books of Valvoline’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 Outside Director and shall bear the following legend:
RESTRICTED STOCK AGREEMENTRestricted Stock Agreement • July 31st, 2019 • Ashland Global Holdings 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:
SEPARATION AGREEMENT AND GENERAL RELEASESeparation Agreement • April 26th, 2017 • Ashland Global Holdings Inc • Wholesale-chemicals & allied products • Kentucky
AMENDMENT NO. 3 TO THE CREDIT AGREEMENTCredit Agreement • May 23rd, 2018 • Ashland Global Holdings Inc • Wholesale-chemicals & allied products • New York
AMENDMENT NO. 3, dated as of May 22, 2018 (this “Agreement”), to the Credit Agreement dated as of May 17, 2017, among Ashland LLC, a Kentucky limited liability company (the “Borrower”), the Lenders from time to time party thereto, The Bank of Nova Scotia, as Administrative Agent (in such capacity, the “Administrative Agent”), Swing Line Lender and an L/C Issuer, each other L/C Issuer from time to time party thereto and Citibank, N.A., as Syndication Agent, and the various other parties thereto (as amended by Amendment No. 1 to the Credit Agreement, dated as of May 19, 2017, as further amended by Amendment No. 2 to the Credit Agreement, dated as of June 14, 2017, and as further amended, restated, modified and supplemented from time to time, the “Credit Agreement”). Capitalized terms used in this Agreement but not defined herein shall have the meaning assigned to such terms in the Credit Agreement.
RESTRICTED STOCK UNIT (RSU) AGREEMENT Ashland Global Holdings Inc.Restricted Stock Unit Agreement • November 21st, 2022 • Ashland Inc. • Wholesale-chemicals & allied products
CASH-SETTLED RESTRICTED STOCK EQUIVALENT (RSE) AWARD AGREEMENT FOR NON-U.S. PARTICIPANTS Ashland Global Holdings Inc.Restricted Stock Equivalent Award Agreement • November 21st, 2022 • Ashland Inc. • Wholesale-chemicals & allied products • Delaware
STOCK-SETTLED PERFORMANCE UNIT AGREEMENTStock-Settled Performance Unit Agreement • February 3rd, 2021 • Ashland Global Holdings Inc • Wholesale-chemicals & allied products
Ashland Global Holdings Inc. (“Ashland”) hereby grants an award of __________ Stock-Settled Performance Units (the “Award”) to the above-named Participant (the “Participant”) pursuant to the Ashland Global Holdings Inc. 2021 Omnibus Incentive Compensation Plan (the “Plan”) (Attachment 1) and this Stock-Settled Performance Unit Agreement (“Agreement”) in order to provide the Participant with an additional incentive to continue his or her services to Ashland and to continue to work for the best interests of Ashland. 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. Capitalized terms used but not defined in this Agreement shall have the meanings given such terms in the Plan or the LTIP, as applicable.
TWELFTH AMENDMENT Dated as of September 15, 2016 to the TRANSFER AND ADMINISTRATION AGREEMENT Dated as of August 31, 2012Transfer and Administration Agreement • September 20th, 2016 • Ashland Global Holdings Inc • 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.
ASSIGNMENT AND ASSUMPTION AGREEMENTAssignment and Assumption Agreement • September 20th, 2016 • Ashland Global Holdings Inc • Wholesale-chemicals & allied products • New York
THIS ASSIGNMENT AND ASSUMPTION AGREEMENT (this “Agreement”) dated as of September 20, 2016, is entered into by and between Ashland Inc., Kentucky corporation (“Ashland” or the “Assignor”), and Ashland Global Holdings Inc., a Delaware corporation (“Ashland Global” or the “Assignee”).
SEPARATION AGREEMENT AND GENERAL RELEASESeparation Agreement • February 4th, 2021 • Ashland Global Holdings Inc • Wholesale-chemicals & allied products • Delaware
CONFIDENTIALITY, NON-COMPETITION AND NON-SOLICITATION AGREEMENTConfidentiality, Non-Competition and Non-Solicitation Agreement • April 26th, 2017 • Ashland Global Holdings Inc • Wholesale-chemicals & allied products • Delaware
THIS Confidentiality, Non-Competition and Non-Solicitation Agreement (the “Agreement”), made as of the 28th day of February, 2017, by and between Ashland Global Holdings Inc. (on behalf of itself and any of its subsidiaries, affiliates predecessors, successors and assigns, including but not limited to Ashland Specialty Ingredients, GP, collectively referred to herein as the “Company”), and Luis Fernandez-Moreno (the “Recipient”).
AGREEMENTShareholder Agreement • January 22nd, 2019 • Ashland Global Holdings Inc • Wholesale-chemicals & allied products
This Agreement (the “Agreement”), dated as of January 22, 2019, is by and among each of the persons and entities listed on Schedule A hereto (collectively, the “Cruiser Group”) and Ashland Global Holdings Inc., a Delaware corporation (the “Company”).
AMENDMENT NO. 2 TO THE CREDIT AGREEMENTCredit Agreement • June 14th, 2017 • Ashland Global Holdings Inc • Wholesale-chemicals & allied products • New York
AMENDMENT NO. 2, dated as of June 14, 2017 (this “Agreement”), to the Credit Agreement dated as of May 17, 2017, among Ashland LLC, a Kentucky limited liability company (the “Borrower”), the Lenders from time to time party thereto, The Bank of Nova Scotia, as Administrative Agent (in such capacity, the “Administrative Agent”), Swing Line Lender and an L/C Issuer, each other L/C Issuer from time to time party thereto and Citibank, N.A., as Syndication Agent, and the various other parties thereto (as amended by Amendment No. 1 to the Credit Agreement, dated as of May 19, 2017, and as further amended, restated, modified and supplemented from time to time, the “Credit Agreement”). Capitalized terms used in this Agreement but not defined herein shall have the meaning assigned to such terms in the Credit Agreement.
ORIGINATOR REMOVAL AGREEMENT AND FACILITY AMENDMENTOriginator Removal Agreement • September 20th, 2016 • Ashland Global Holdings Inc • Wholesale-chemicals & allied products
This ORIGINATOR REMOVAL AGREEMENT (this “Agreement”), dated as of September 15, 2016, is entered into by and among the following parties:
ASSET PURCHASE AGREEMENT by and between ASHLAND LLC and AOC MATERIALS LLCAsset Purchase Agreement • July 27th, 2020 • Ashland Global Holdings Inc • Wholesale-chemicals & allied products • Delaware
This Asset Purchase Agreement is made and entered into as of the 25th day of July, 2020 by and between Ashland LLC, a limited liability company organized under the laws of Kentucky, having its principal place of business at 8145 Blazer Drive, Wilmington, Delaware 19808 (“Seller”); and AOC Materials LLC, a limited liability company organized under the laws of Delaware, having its principal place of business at 955 Highway 57 East, Collierville, Tennessee 38017 (“Buyer”).
THIRD AMENDMENT Dated as of November 18, 2016 to SALE AGREEMENT Dated as of August 31, 2012Sale Agreement • January 27th, 2017 • Ashland Global Holdings Inc • Wholesale-chemicals & allied products • New York
This THIRD AMENDMENT (this “Amendment”) dated as of November 18, 2016 is entered into among ASHLAND LLC f/k/a Ashland Inc., a Kentucky limited liability company (“Ashland”), and ASHLAND SPECIALTY INGREDIENTS G.P., a Delaware general partnership (each, an “Originator” and collectively, the “Originators”), and CVG CAPITAL III LLC, a Delaware limited liability company (“SPV”).
STOCK AND ASSET PURCHASE AGREEMENT by and between Ashland Global Holdings Inc. And INEOS Enterprises Holdings LimitedStock and Asset Purchase Agreement • November 20th, 2018 • Ashland Global Holdings Inc • Wholesale-chemicals & allied products • Delaware
This Stock and Asset Purchase Agreement is made and entered into as of the 14th day of November, 2018 by and between Ashland Global Holdings Inc., a corporation organized under the laws of Delaware, having its principal place of business at 50 East RiverCenter Boulevard, Covington, Kentucky USA 41012 (“Seller”); and INEOS Enterprises Holdings Limited, a corporation organized under the laws of England and Wales, having its principal place of business at Avenue des Uttins 3 1180 Rolle Switzerland (“Buyer”).
AMENDMENT NO. 1 TO THE PURCHASE AND SALE AGREEMENTPurchase and Sale Agreement • February 28th, 2022 • Ashland Global Holdings Inc • Wholesale-chemicals & allied products
This AMENDMENT NO. 1 TO THE PURCHASE AND SALE AGREEMENT is entered into as of February 28, 2022 (this “Amendment”), by and between Arkema, a French société anonyme (“Purchaser”), and Ashland LLC, a Kentucky limited liability company (the “Seller”). Capitalized terms used but not defined herein shall have the meaning ascribed to such term in the Purchase Agreement (as defined below).
Dated 19 October 2023Performance Guarantee Agreement • October 24th, 2023 • Ashland Inc. • Wholesale-chemicals & allied products
WAIVER AND AMENDMENT NO. 3 TO CREDIT AGREEMENTCredit Agreement • April 26th, 2017 • Ashland Global Holdings Inc • Wholesale-chemicals & allied products • New York
equity and cash flows of the Borrower and its Subsidiaries in accordance with GAAP, subject only to normal year-end audit adjustments and the absence of footnotes.
FIFTEENTH AMENDMENT Dated as of May 17, 2017 to the TRANSFER AND ADMINISTRATION AGREEMENT Dated as of August 31, 2012Transfer and Administration Agreement • August 4th, 2017 • Ashland Global Holdings Inc • Wholesale-chemicals & allied products • New York
This FIFTEENTH AMENDMENT (this “Amendment”) dated as of May 17, 2017 is entered into among ASHLAND LLC f/k/a Ashland Inc., a Kentucky limited liability company (“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.
18 January 2021 SCHÜLKE & MAYR GMBH as Seller ISP MARL HOLDINGS GMBH as Purchaser ASHLAND INDUSTRIES EUROPE GMBH as Purchaser Guarantor MASTER ASSET PURCHASE AGREEMENT regarding the acquisition of the Personal Care Business of Schülke & Mayr GmbHMaster Asset Purchase Agreement • January 22nd, 2021 • Ashland Global Holdings Inc • Wholesale-chemicals & allied products
Amendment to Supplemental ConfirmationSupplemental Confirmation • February 3rd, 2022 • Ashland Global Holdings Inc • Wholesale-chemicals & allied products • New York
THIS AMENDMENT (this “Amendment”) is made as of November 22, 2021, between JPMorgan Chase Bank, National Association, London Branch (“JPMorgan”) and Ashland Global Holdings Inc., a Delaware corporation (“Counterparty”).
PURCHASE AND SALE AGREEMENT by and between ARKEMA and ASHLAND LLC Dated as of August 30, 2021Purchase and Sale Agreement • August 31st, 2021 • Ashland Global Holdings Inc • Wholesale-chemicals & allied products • Delaware
This PURCHASE AND SALE AGREEMENT, dated as of August 30, 2021 (this “Agreement”), is made by and between Arkema, a French société anonyme (“Purchaser”) and Ashland LLC, a Kentucky limited liability company (the “Seller”). Certain terms used in this Agreement are defined in Section 1.01.
GUARANTYGuaranty Agreement • January 27th, 2017 • Ashland Global Holdings Inc • Wholesale-chemicals & allied products • New York
GUARANTY AGREEMENT (as amended, amended and restated, supplemented or otherwise modified from time to time in accordance with the provisions hereof, this “Agreement”) dated as of November 16, 2016, (and effective as of October 19, 2016) between Ashland Global Holdings Inc., a Delaware corporation (the “Guarantor”), and The Bank of Nova Scotia, as administrative agent (in such capacity, the “Administrative Agent”).
CASH-SETTLED PERFORMANCE UNIT AGREEMENT FOR NON-U.S. PARTICIPANTS Ashland Inc.Cash-Settled Performance Unit Agreement • November 18th, 2024 • Ashland Inc. • Wholesale-chemicals & allied products
