VALVOLINE INC. (a Kentucky corporation) [●] Shares of Common Stock UNDERWRITING AGREEMENTUnderwriting Agreement • September 12th, 2016 • Valvoline Inc • Miscellaneous products of petroleum & coal • New York
Valvoline Inc., a Kentucky corporation (the “Company”), and wholly-owned subsidiary of Ashland Global Holdings Inc., a Delaware corporation (“Parent”), confirms its agreement with Merrill Lynch, Pierce, Fenner & Smith Incorporated (“Merrill Lynch”) and each of the other Underwriters named in Schedule A hereto (collectively, the “Underwriters,” which term shall also include any underwriter substituted as hereinafter provided in Section 10 hereof), for whom Merrill Lynch, Citigroup Global Markets Inc. and Morgan Stanley & Co. LLC are acting as representatives (in such capacity, the “Representatives”), with respect to (i) the sale by the Company and the purchase by the Underwriters, acting severally and not jointly, of the respective numbers of shares of Common Stock, par value $0.01 per share, of the Company (“Common Stock”) set forth in Schedule A hereto and (ii) the grant by the Company to the Underwriters, acting severally and not jointly, of the option described in Section 2(b) hereo
INDENTUREIndenture • August 8th, 2017 • Valvoline Inc • Miscellaneous products of petroleum & coal • New York
INDENTURE dated as of August 8, 2017, among VALVOLINE INC., a Kentucky corporation, each of the Company’s (as defined herein) subsidiaries that become a Guarantor (as defined herein) 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”).
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 • September 12th, 2016 • Valvoline Inc • Miscellaneous products of petroleum & coal • 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.
ContractRegistration Rights Agreement • December 19th, 2016 • Valvoline Inc • Miscellaneous products of petroleum & coal • 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”).
May 15, 2017 Samuel J. Mitchell, Jr.Change in Control Agreement • May 15th, 2017 • Valvoline Inc • Miscellaneous products of petroleum & coal • Kentucky
SALE AGREEMENT Dated as of November 29, 2016 by and between VALVOLINE LLC and each other entity from time to time party hereto as an Originator, as Originators and LEX CAPITAL LLC, as the SPVSale Agreement • December 2nd, 2016 • Valvoline Inc • Miscellaneous products of petroleum & coal • New York
This SALE AGREEMENT, dated as of November 29, 2016 (this “Agreement”), by and between VALVOLINE LLC, a Delaware limited liability company (“Valvoline”), and each other entity from time to time party hereto as an Originator (each, an “Originator” and collectively, the “Originators”), and LEX CAPITAL LLC, a Delaware limited liability company (the “SPV”). The parties hereto agree as follows:
Reverse Transition Services AgreementReverse Transition Services Agreement • December 19th, 2016 • Valvoline Inc • Miscellaneous products of petroleum & coal • 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 • December 19th, 2016 • Valvoline Inc • Miscellaneous products of petroleum & coal • 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 7th, 2017 • Valvoline Inc • Miscellaneous products of petroleum & coal • New York
Vesting Schedule: Subject to the terms and conditions of this Agreement and subject to the Grantee’s continuous employment with Ashland or its Subsidiaries through the applicable vesting date, 25% of the Award shall vest on the second anniversary of the Grant Date and the remainder shall vest on the third anniversary of the Grant Date
SEPARATION AGREEMENTSeparation Agreement • December 19th, 2016 • Valvoline Inc • Miscellaneous products of petroleum & coal • 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 19th, 2016 • Valvoline Inc • Miscellaneous products of petroleum & coal • New York
FORM OF TAX MATTERS AGREEMENT dated as of [DATE], 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 November 29, 2016 by and among LEX CAPITAL LLC, VALVOLINE LLC, and each other entity from time to time party hereto as an Originator, as Originators, VALVOLINE LLC, as initial Master Servicer, PNC...Transfer and Administration Agreement • December 2nd, 2016 • Valvoline Inc • Miscellaneous products of petroleum & coal • New York
EMPLOYEE MATTERS AGREEMENT by and between ASHLAND GLOBAL HOLDINGS INC. and VALVOLINE INC. Dated as of [DATE], 2016Employee Matters Agreement • September 19th, 2016 • Valvoline Inc • Miscellaneous products of petroleum & coal • New York
EMPLOYEE MATTERS AGREEMENT, dated as of [DATE], 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”).
AMENDED AND RESTATED EQUITY PURCHASE AGREEMENT between VALVOLINE INC. and GATEWAY VELOCITY HOLDING CORP. and, solely for the purposes set forth in Section 9.14 and Section 9.15 hereof, ARAMCO OVERSEAS COMPANY B.V. Dated as of March 1, 2023Equity Purchase Agreement • March 1st, 2023 • Valvoline Inc • Miscellaneous products of petroleum & coal • New York
AMENDED AND RESTATED EQUITY PURCHASE AGREEMENT, dated as of March 1, 2023 (this “Agreement”), between VALVOLINE INC., a Kentucky corporation (“Seller”), and Gateway Velocity Holding Corp., a Delaware corporation (“Purchaser”), and, solely for the purposes set forth in Section 9.14 and Section 9.15, Aramco Overseas Company B.V., a private company with limited liability (besloten vennootschap met beperkte aansprakelijkheid) organized under the laws of The Netherlands (“Parent”).
RESTRICTED STOCK AGREEMENTRestricted Stock Agreement • December 19th, 2016 • Valvoline Inc • Miscellaneous products of petroleum & coal
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:
AMENDMENT NO. 2 TO CREDIT AGREEMENTCredit Agreement • December 2nd, 2022 • Valvoline Inc • Miscellaneous products of petroleum & coal • New York
THIS AMENDMENT NO. 2 TO CREDIT AGREEMENT (this “Amendment”), dated as of November 10, 2022, is entered into by and among Valvoline Inc., a Kentucky corporation (the “Borrower”), The Bank of Nova Scotia, as Administrative Agent (the “Administrative Agent”), and each Lender party hereto.
AMENDMENT AND RESTATEMENT AGREEMENTAmendment and Restatement Agreement • December 13th, 2022 • Valvoline Inc • Miscellaneous products of petroleum & coal • New York
AMENDED AND RESTATED CREDIT AGREEMENT, dated as of the Closing Date (as may be amended, restated, supplemented or otherwise modified from time to time, this “Agreement”), among VALVOLINE INC., a Kentucky corporation (the “Borrower”), the LENDERS and L/C ISSUERS from time to time party hereto and THE BANK OF NOVA SCOTIA, as Administrative Agent, Swing Line Lender and L/C Issuer.
SUPPLIER TERMS & CONDITIONS AGREEMENTSupplier Terms & Conditions Agreement • September 12th, 2016 • Valvoline Inc • Miscellaneous products of petroleum & coal
*** Certain information on this page has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions.
Valvoline Inc.Registration Rights Agreement • May 22nd, 2020 • Valvoline Inc • Miscellaneous products of petroleum & coal • New York
This Registration Rights Agreement (this “Agreement”) is made and entered into as of May 22, 2020, among Valvoline Inc., a Kentucky corporation (“Valvoline”), the subsidiaries (each, a “Guarantor” and collectively, the “Guarantors” and together with Valvoline, the “Company”) listed on Schedule B to the Purchase Agreement (as defined below) and BofA Securities, Inc. (the “Representative”), as representative of the several Initial Purchasers (the “Initial Purchasers”) listed on Schedule A to the Purchase Agreement, each of whom has agreed to purchase severally a portion of Valvoline’s $400,000,000 aggregate principal amount of 4.375% Senior Notes due 2025 issued on the date hereof (the “Notes”).
RESTRICTED STOCK UNIT AWARD AGREEMENTRestricted Stock Unit Award Agreement • November 24th, 2020 • Valvoline Inc • Miscellaneous products of petroleum & coal
Valvoline Inc. (“Valvoline”) hereby grants to the above-named Participant (the “Participant”) a Restricted Stock Unit (“RSU”) award (this “Award”) pursuant to the 2016 Valvoline Inc. Incentive Plan (the “Plan”) and this agreement (this “Agreement”), in order to provide the Participant with an additional incentive to continue his or her services to Valvoline and its Subsidiaries and to continue to work for the best interests of Valvoline and its Subsidiaries. Each Restricted Stock Unit represents the contingent right (as set forth herein) of the Participant to receive one share of Valvoline Common Stock, par value $0.01 per share, on the applicable vesting date (as defined below).
SECOND AMENDMENT Dated as of January 31, 2020 to the TRANSFER AND ADMINISTRATION AGREEMENT Dated as of November 29, 2016Transfer and Administration Agreement • February 4th, 2020 • Valvoline Inc • Miscellaneous products of petroleum & coal • New York
This SECOND AMENDMENT (this “Amendment”) dated as of January 31, 2020 is entered into among VALVOLINE LLC, a Delaware limited liability company (“Valvoline” or “Master Servicer”), LEX CAPITAL LLC, a Delaware limited liability company (“SPV”), the Originators, the Investors, Letter of Credit Issuers, Managing Agents and Administrators party hereto, and PNC BANK, NATIONAL ASSOCIATION (“Agent” or “PNC”), as agent for the Investors.
May 15, 2017 Valvoline Inc.Change in Control Agreement • May 15th, 2017 • Valvoline Inc • Miscellaneous products of petroleum & coal • Kentucky
THIRD AMENDMENT Dated as of April 22, 2020 to the TRANSFER AND ADMINISTRATION AGREEMENT Dated as of November 29, 2016Transfer and Administration Agreement • May 7th, 2020 • Valvoline Inc • Miscellaneous products of petroleum & coal • New York
whether beneficially, or as a trustee, guardian or other fiduciary. A Person shall be deemed to control another Person if the controlling Person possesses, directly or indirectly, the power to direct or cause the direction of the management or policies of the other Person, whether through the ownership of voting securities or membership interests, by contract, or otherwise.
PERFORMANCE UNIT AGREEMENTPerformance Unit Agreement • May 15th, 2017 • Valvoline Inc • Miscellaneous products of petroleum & coal
Valvoline Inc. (“Valvoline”) hereby grants to the above-named Participant (the “Participant”) _____________ Performance Units (this “Award”) pursuant to the 2016 Valvoline Inc. Incentive Plan (the “Plan”) and this agreement (this “Agreement”), in order to provide the Participant with an additional incentive to continue his or her services to Valvoline and its Subsidiaries and to continue to work for the best interests of Valvoline and its Subsidiaries. The Performance Units represent the contingent right (as set forth herein) of the Participant to receive a number of shares of Common Stock, based upon the achievement of the performance goals set forth in the Long-Term Incentive Plan Program Memorandum (the “LTIP”) (Attachment 1), to be delivered within 30 days after the Award becomes vested as provided herein.
RESTRICTED STOCK UNIT AGREEMENTRestricted Stock Unit Agreement • May 15th, 2017 • Valvoline Inc • Miscellaneous products of petroleum & coal
Valvoline Inc. (“Valvoline”) hereby grants to the above-named Participant (the “Participant”) _____________________ a Restricted Stock Unit (“RSU”) award (this “Award”) pursuant to the 2016 Valvoline Inc. Incentive Plan (the “Plan”) and this agreement (this “Agreement”), in order to provide the Participant with an additional incentive to continue his or her services to Valvoline and its Subsidiaries and to continue to work for the best interests of Valvoline and its Subsidiaries. Each Restricted Stock Unit represents the contingent right (as set forth herein) of the Participant to receive a cash amount equal to the Fair Market Value of one share of Common Stock, par value $0.01 per share, on the applicable vesting date (as defined below).
FOURTH AMENDMENT Dated as of April 27, 2021 to the TRANSFER AND ADMINISTRATION AGREEMENT Dated as of November 29, 2016Transfer and Administration Agreement • April 29th, 2021 • Valvoline Inc • Miscellaneous products of petroleum & coal • New York
This FOURTH AMENDMENT (this “Amendment”) dated as of April 27, 2021 is entered into among VALVOLINE LLC, a Delaware limited liability company (“Valvoline” or “Master Servicer”), LEX CAPITAL LLC, a Delaware limited liability company (“SPV”), Fifth Third Bank, National Association (“Fifth Third”) as a Managing Agent and a Committed Investor, the other Investors, Letter of Credit Issuers, Managing Agents and Administrators party hereto, and PNC BANK, NATIONAL ASSOCIATION (“Agent” or “PNC”), as agent for the Investors.
SUPPLY AGREEMENTSupply Agreement • May 10th, 2023 • Valvoline Inc • Miscellaneous products of petroleum & coal
THIS SUPPLY AGREEMENT (this “Agreement”) is made and entered into and effective as of March 1, 2023 (the “Effective Date”), by and between VGP Holdings LLC (“SUPPLIER”), Valvoline Inc. and Valvoline LLC (“VRS” and, together with Valvoline Inc., the “CUSTOMER”). SUPPLIER and CUSTOMER are each referred to herein as a “Party”, and together as “Parties”.
FIRST AMENDMENT Dated as of November 20, 2017 to the TRANSFER AND ADMINISTRATION AGREEMENT Dated as of November 29, 2016Transfer and Administration Agreement • February 8th, 2018 • Valvoline Inc • Miscellaneous products of petroleum & coal • New York
LEX Capital LLC (the “SPV”), pursuant to Section 2.2(a) of the Transfer and Administration Agreement, dated as of November 29, 2016 (as amended, modified, or supplemented from time to time, the “Agreement”), among LEX Capital LLC, as transferor (in such capacity, the “SPV”), the Originators party thereto, Valvoline LLC, as master servicer (in such capacity, the “Master Servicer”), PNC Bank, National Association, as agent, and each of the Conduit Investors, Committed Investors, Managing Agents and Administrators from time to time parties thereto, hereby requests that the Investors effect an Investment from it pursuant to the following instructions:
AMENDMENT NO. 1 TO CREDIT AGREEMENTCredit Agreement • December 19th, 2016 • Valvoline Inc • Miscellaneous products of petroleum & coal • New York
THIS AMENDMENT NO. 1 TO CREDIT AGREEMENT (this “Amendment”), dated as of September 21, 2016, is entered into by and among Valvoline Finco One LLC, a Delaware limited liability company (the “Initial Borrower”), The Bank of Nova Scotia, as Administrative Agent (the “Administrative Agent”), and each Lender party hereto.
Valvoline Inc.Registration Rights Agreement • December 19th, 2016 • Valvoline Inc • Miscellaneous products of petroleum & coal • New York
This Registration Rights Agreement (this “Agreement”) is made and entered into as of September 26, 2016, among Valvoline Inc., a Kentucky corporation (“Valvoline”), the subsidiaries (each, a “Guarantor” and collectively, the “Guarantors” and together with Valvoline, the “Company”) listed on Schedule I to the First Supplemental Indenture (defined below) and Citigroup Global Markets Inc. (the “Representative”), as representative of the several Initial Purchasers (the “Initial Purchasers”) listed on Schedule A to the Purchase Agreement (as defined below), each of whom has purchased the $375,000,000 aggregate principal amount of 5.500% Senior Notes due 2024 (the “Notes”) of Valvoline Finco Two LLC, a Delaware limited liability company (“Finco”). Ashland Inc., a Kentucky corporation (“Ashland”), is the initial guarantor of the Notes pursuant to the indenture, dated as of July 20, 2016 (the “Initial Indenture”) among Finco, Ashland and U.S. Bank National Association, as trustee (the “Trustee
FIRST SUPPLEMENTAL INDENTUREFirst Supplemental Indenture • December 19th, 2016 • Valvoline Inc • Miscellaneous products of petroleum & coal • New York
FIRST SUPPLEMENTAL INDENTURE (this “First Supplemental Indenture”), dated as of September 26, 2016, among VALVOLINE INC., a Kentucky corporation (the “Company”), the entities listed on Schedule I hereto (each a “Subsidiary Guarantor”), and U.S. BANK NATIONAL ASSOCIATION, as trustee (the “Trustee”).
STOCK APPRECIATION RIGHT AWARD AGREEMENTStock Appreciation Right Award Agreement • May 15th, 2017 • Valvoline Inc • Miscellaneous products of petroleum & coal
Valvoline Inc. (“Valvoline”) hereby grants to the above-named Participant (the “Participant”) ___________ Stock Appreciation Rights (“SARs” and this “Award”) pursuant to the 2016 Valvoline Inc. Incentive Plan (the “Plan”) and this agreement (this “Agreement”), in order to provide the Participant with an additional incentive to continue his or her services to Valvoline and its Subsidiaries and to continue to work for the best interests of Valvoline and its Subsidiaries. Each SAR represents the contingent right (as set forth herein) of the Participant to receive a number of shares of Common Stock (rounded to the nearest whole share) with a Fair Market Value equal to the product of (1) the excess of the Fair Market Value per share of Common Stock over the exercise price per SAR set forth above, multiplied by (2) the number of shares of Common Stock covered by the SAR (or the portion thereof which is so exercised), to be delivered within 30 days following such exercise. For purposes of thi
Brand Agreement Trademark Co-Existence AgreementTrademark Co-Existence Agreement • May 10th, 2023 • Valvoline Inc • Miscellaneous products of petroleum & coal
This Trademark Co-Existence Agreement (“Agreement”), dated as of March 1, 2023 (the “Effective Date”), is by and between, on the one hand, Valvoline, LLC, a Delaware limited liability company, and Valvoline Licensing and Intellectual Property LLC, a Delaware limited liability company, (Valvoline Licensing and Intellectual Property LLC, together with Valvoline, LLC, “Valvoline” or “VRS”) and Valvoline Inc., a Kentucky Corporation, each with offices located at 100 Valvoline Way, Lexington, KY 40509 and, on the other hand, VGP Holdings LLC, a Delaware limited liability company, and VGP IPCo LLC, a Delaware limited liability company, both with offices located at 100 Valvoline Way, Lexington, KY 40509 (collectively “VGP”). Each of the foregoing may be referred to herein as a “Party” and together as “Parties.”
NON-EMPLOYEE DIRECTOR RESTRICTED STOCK UNIT AWARD AGREEMENTRestricted Stock Unit Award Agreement • February 9th, 2022 • Valvoline Inc • Miscellaneous products of petroleum & coal
Valvoline Inc. (“Valvoline”) hereby grants to the above-named Non-Employee Director (the “Participant”) a Restricted Stock Unit (“RSU”) award (this “Award”) pursuant to the 2016 Valvoline Inc. Incentive Plan, as amended (the “Plan”) and this agreement (this “Agreement”), in order to provide the Participant with an additional incentive to serve on Valvoline’s Board of Directors (the Board”) and to devote his or her best efforts to the performance of such services. Each RSU represents the contingent right (as set forth herein) of the Participant to receive one share of Valvoline Common Stock, par value $0.01 per share, (i) on the applicable vesting date (as defined below) or (ii) to the extent the Participant has timely elected to defer delivery of such shares, on such date as specified in the Participant’s RSU Deferral Election Agreement.
STOCK APPRECIATION RIGHT AWARD AGREEMENTStock Appreciation Rights Award Agreement • November 24th, 2020 • Valvoline Inc • Miscellaneous products of petroleum & coal
Valvoline Inc. (“Valvoline”) hereby grants to the above-named Participant (the “Participant”) Stock Appreciation Rights (“SARs” and this “Award”) pursuant to the 2016 Valvoline Inc. Incentive Plan (the “Plan”) and this agreement (this “Agreement”), in order to provide the Participant with an additional incentive to continue his or her services to Valvoline and its Subsidiaries and to continue to work for the best interests of Valvoline and its Subsidiaries. Each SAR represents the contingent right (as set forth herein) of the Participant to receive a number of shares of Common Stock (rounded to the nearest whole share) with a Fair Market Value equal to the product of (1) the excess of the Fair Market Value per share of Common Stock over the exercise price per SAR set forth above, multiplied by (2) the number of shares of Common Stock covered by the SAR (or the portion thereof which is so exercised), to be delivered within 30 days following such exercise. For purposes of this Award, Fai
