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”).
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.
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.
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. 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”).
ContractTax Matters Agreement • December 19th, 2016 • Valvoline Inc • Miscellaneous products of petroleum & coal • New York
TAX MATTERS AGREEMENT dated as of September 22, 2016 (this “Agreement”) between ASHLAND GLOBAL HOLDINGS INC., a Delaware corporation (“Ashland Global”), and VALVOLINE INC., a Kentucky corporation (“Valvoline”, collectively, the “Companies”).
EMPLOYEE MATTERS AGREEMENTEmployee Matters Agreement • December 19th, 2016 • Valvoline Inc • Miscellaneous products of petroleum & coal • New York
