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
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 • September 12th, 2016 • Valvoline Inc • Miscellaneous products of petroleum & coal • New York
REGISTRATION RIGHTS AGREEMENT (this “Agreement”) made and entered into as of [Date], 2016, between Ashland Global Holdings Inc., a Delaware corporation (“Ashland”), and Valvoline Inc., a Kentucky corporation (the “Company”).
Form of Reverse Transition Services AgreementReverse Transition Services Agreement • September 12th, 2016 • Valvoline Inc • Miscellaneous products of petroleum & coal • New York
REVERSE TRANSITION SERVICES AGREEMENT (this “Agreement”) dated as of [DATE], 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 [DATE], 2016 (the “Separation Agreement”), by and between Recipient and Provider.
EMPLOYEE MATTERS AGREEMENT by and between ASHLAND GLOBAL HOLDINGS INC. and VALVOLINE INC. Dated as of [DATE], 2016Employee Matters Agreement • September 12th, 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”).
Form of Transition Services AgreementForm of Transition Services Agreement • September 12th, 2016 • Valvoline Inc • Miscellaneous products of petroleum & coal • New York
TRANSITION SERVICES AGREEMENT (this “Agreement”) dated as of [DATE], 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 [DATE], 2016 (the “Separation Agreement”), by and between Provider and Recipient.
SUPPLIER TERMS & CONDITIONS AGREEMENTValvoline Inc • September 12th, 2016 • Miscellaneous products of petroleum & coal
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