JOINT FILING AGREEMENTJoint Filing Agreement • March 26th, 2020 • Charah Solutions, Inc. • Hazardous waste management
In accordance with the Securities Exchange Act of 1934, as amended, the undersigned agree to the joint filing on behalf of each of them of any filing required by such party under Section 16 of the Exchange Act or any rule or regulation thereunder (including any and all amendments thereto) with respect to the common stock, par value $0.01 per share, of Charah Solutions, Inc. and further agree that this Joint Filing Agreement shall be included as an Exhibit to such joint filing. In evidence thereof, the undersigned, being duly authorized, hereby execute this Joint Filing Agreement as of March 26, 2020.
AMENDMENT NO. 3 TO CREDIT AGREEMENTCredit Agreement • March 6th, 2020 • Charah Solutions, Inc. • Hazardous waste management • New York
This CREDIT AGREEMENT is entered into as of September 21, 2018, among CHARAH SOLUTIONS, INC., a Delaware corporation (the “Borrower”), the Guarantors (defined herein), the Lenders (defined herein) from time to time party hereto, and BANK OF AMERICA, N.A., as Administrative Agent, Swingline Lender and L/C Issuer.
CHARAH SOLUTIONS, INC. and WILMINGTON SAVINGS FUND SOCIETY, FSB as Trustee INDENTURE dated as of August 25, 2021 SENIOR DEBT SECURITIESIndenture • August 26th, 2021 • Charah Solutions, Inc. • Hazardous waste management • New York
INDENTURE, dated as of August 25, 2021, between Charah Solutions, Inc., a Delaware corporation (the “Company”), and Wilmington Savings Fund Society, FSB, a federal savings bank, as trustee (the “Trustee”).
•] Shares CHARAH SOLUTIONS, INC. COMMON STOCK, PAR VALUE $0.01 PER SHARE FORM OF UNDERWRITING AGREEMENTUnderwriting Agreement • May 30th, 2018 • Charah Solutions, Inc. • Hazardous waste management • New York
INDEMNIFICATION AGREEMENTIndemnification Agreement • June 22nd, 2018 • Charah Solutions, Inc. • Hazardous waste management • Delaware
This Indemnification Agreement is effective as of June 18, 2018, (this “Agreement”) and is between Charah Solutions, Inc., a Delaware corporation (the “Company”), and the undersigned director/officer of the Company (the “Indemnitee”).
7,352,941 Shares CHARAH SOLUTIONS, INC. COMMON STOCK, PAR VALUE $0.01 PER SHARE UNDERWRITING AGREEMENT June 13, 2018Underwriting Agreement • June 19th, 2018 • Charah Solutions, Inc. • Hazardous waste management • New York
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • June 22nd, 2018 • Charah Solutions, Inc. • Hazardous waste management • Delaware
This Registration Rights Agreement (this “Agreement”) is made and entered into as of June 18, 2018, by and among Charah Solutions, Inc., a Delaware corporation (the “Company”), and each of the other parties listed on the signature pages hereto (the “Initial Holders” and, together with the Company, the “Parties”).
EMPLOYMENT AGREEMENTEmployment Agreement • March 22nd, 2023 • Charah Solutions, Inc. • Hazardous waste management
This Employment Agreement (“Agreement”) is made and entered into by and between Charah, LLC, a Kentucky limited liability company (the “Company”), and Joe Skidmore (“Employee”) effective as of March 16, 2023 (the “Effective Date”). Charah Solutions, Inc., a Delaware corporation and parent of the Company (the “Parent”), enters into this Agreement for the limited purposes of acknowledging and agreeing to Section 3(c).
FORM OF RESTRICTED STOCK AGREEMENT PURSUANT TO THE CHARAH SOLUTIONS, INC. 2018 OMNIBUS INCENTIVE PLANRestricted Stock Agreement • June 19th, 2018 • Charah Solutions, Inc. • Hazardous waste management • Delaware
THIS RESTRICTED STOCK AWARD AGREEMENT (this “Agreement”), dated as of the Grant Date specified above, is entered into by and between Charah Solutions, Inc., a corporation organized in the State of Delaware (the “Company”), and the Participant specified above, pursuant to the Charah Solutions, Inc. 2018 Omnibus Incentive Plan, as in effect and as amended from time to time (the “Plan”), which is administered by the Committee; and
CHARAH SOLUTIONS, INC. 8.50% SENIOR NOTES DUE 2026 UNDERWRITING AGREEMENTUnderwriting Agreement • August 23rd, 2021 • Charah Solutions, Inc. • Hazardous waste management • New York
The information in this pricing term sheet relates to the offering of 8.50% Senior Notes due 2026 of Charah Solutions, Inc. and is qualified in its entirety by reference to the Preliminary Prospectus, dated August 18, 2021 (the “Preliminary Prospectus”). The information in this pricing term sheet supplements the Preliminary Prospectus and updates and supersedes the information in the Preliminary Prospectus to the extent it is inconsistent with the information in the Preliminary Prospectus. Terms used and not defined herein have the meanings assigned in the Preliminary Prospectus.
FORM OF INDEMNIFICATION AGREEMENTForm of Indemnification Agreement • May 18th, 2018 • Charah Solutions, Inc. • Hazardous waste management • Delaware
This Indemnification Agreement is effective as of [●], 2018, (this “Agreement”) and is between Charah Solutions, Inc., a Delaware corporation (the “Company”), and the undersigned director/officer of the Company (the “Indemnitee”).
FORM OF REGISTRATION RIGHTS AGREEMENTForm of Registration Rights Agreement • May 18th, 2018 • Charah Solutions, Inc. • Hazardous waste management • Delaware
This Registration Rights Agreement (this “Agreement”) is made and entered into as of [●], 2018, by and among Charah Solutions, Inc., a Delaware corporation (the “Company”), and each of the other parties listed on the signature pages hereto (the “Initial Holders” and, together with the Company, the “Parties”).
CHARAH SOLUTIONS, INC. and WILMINGTON SAVINGS FUND SOCIETY, FSB as Trustee FIRST SUPPLEMENTAL INDENTURE Dated as of August 25, 2021 to the Indenture dated as of August 25, 2021 8.50% Senior Notes due 2026First Supplemental Indenture • August 26th, 2021 • Charah Solutions, Inc. • Hazardous waste management • New York
FIRST SUPPLEMENTAL INDENTURE (this “First Supplemental Indenture”), dated as of August 25, 2021, between Charah Solutions, Inc., a Delaware corporation (the “Company”), and Wilmington Savings Fund Society, FSB, as trustee (the “Trustee”).
EMPLOYMENT AGREEMENTEmployment Agreement • May 18th, 2018 • Charah Solutions, Inc. • Hazardous waste management • Kentucky
This EMPLOYMENT AGREEMENT (this “Agreement”) is made and entered into as of January 13, 2017, by and between Charah, LLC, a Kentucky limited liability company (the “Company”), and the undersigned (“Executive”), and shall be effective as of the Closing Date (the “Effective Date”), as such term is defined in that certain Equity Purchase Agreement, dated as of December 23, 2016, by and among Charah Sole Member LLC (“Purchaser”). Charah, Inc. (the predecessor of the Company), Charles E. Price, as the Seller Representative, and the other parties thereto (the “Purchase Agreement”). The Company and Executive shall be collectively referred to herein as the “Parties.”
FIRST AMENDMENT TO CREDIT AGREEMENTCredit Agreement • May 18th, 2018 • Charah Solutions, Inc. • Hazardous waste management • New York
This FIRST AMENDMENT TO CREDIT AGREEMENT, dated as of April 27, 2018 (this “Amendment”), is entered into by and among CHARAH, LLC, a Kentucky limited liability company (“Charah”), ALLIED POWER MANAGEMENT, LLC, a Delaware limited liability company (“Allied” and together with Charah, each a “Borrower”, and collectively, the “Borrowers”), CHARAH SOLE MEMBER LLC, a Delaware limited liability company (“Charah Parent”), ALLIED POWER SOLE MEMBER, LLC, a Delaware limited liability company (“Allied Parent” and together with Charah Parent, each a “Parent”, and collectively, “Parents”), each of the other GUARANTORS party hereto, each of the LENDERS party hereto and CREDIT SUISSE AG, CAYMAN ISLANDS BRANCH, as Administrative Agent and as Collateral Agent. Capitalized terms used herein and not otherwise defined herein shall have the meanings assigned to them in the Credit Agreement referred to below.
FORM OF RESTRICTED STOCK UNIT AGREEMENT PURSUANT TO THE CHARAH SOLUTIONS, INC. 2018 OMNIBUS INCENTIVE PLANRestricted Stock Unit Agreement • March 28th, 2019 • Charah Solutions, Inc. • Hazardous waste management • Delaware
THIS RESTRICTED STOCK UNIT AWARD AGREEMENT (this “Agreement”), dated as of the Grant Date specified above, is entered into by and between Charah Solutions, Inc., a corporation organized in the State of Delaware (the “Company”), and the Participant specified above, pursuant to the Charah Solutions, Inc. 2018 Omnibus Incentive Plan, as in effect and as amended from time to time (the “Plan”), which is administered by the Committee; and
CHARAH SOLUTIONS, INC. and WILMINGTON SAVINGS FUND SOCIETY, FSB as Trustee FIRST SUPPLEMENTAL INDENTURE Dated as of August [•], 2021 to the Indenture dated as of August [•], 2021 8.50% Senior Notes due 2026Charah Solutions, Inc. • August 18th, 2021 • Hazardous waste management • New York
FIRST SUPPLEMENTAL INDENTURE (this “First Supplemental Indenture”), dated as of August [•], 2021, between Charah Solutions, Inc., a Delaware corporation (the “Company”), and Wilmington Savings Fund Society, FSB, as trustee (the “Trustee”).
AMENDED AND RESTATED EMPLOYMENT AGREEMENTEmployment Agreement • May 18th, 2018 • Charah Solutions, Inc. • Hazardous waste management • Louisiana
THIS AMENDED AND RESTATED EMPLOYMENT AGREEMENT (this “Agreement”) is made and entered into as of this 12th day of July, 2017 (the “Effective Date”), by and between Dorsey Ron McCall (“Executive”) and Allied Power Management, LLC (the “Employer” and along with the Executive each individually, a “Party” and together, the “Parties”).
AGREEMENT AND PLAN OF MERGER by and among ACQUISITION PARENT 0423 INC., ACQUISITION SUB APRIL 2023 INC. and CHARAH SOLUTIONS, INC. Dated as of April 16, 2023Agreement and Plan of Merger • April 21st, 2023 • Charah Solutions, Inc. • Hazardous waste management • Delaware
THIS AGREEMENT AND PLAN OF MERGER, dated as of April 16, 2023 (this “Agreement”), is made by and among Acquisition Parent 0423 Inc., a Delaware corporation (“Parent”), Acquisition Sub April 2023 Inc., a Delaware corporation and a direct, wholly owned Subsidiary of Parent (“Acquisition Sub”), and Charah Solutions, Inc., a Delaware corporation (the “Company”).
CREDIT AGREEMENTCredit Agreement • May 18th, 2018 • Charah Solutions, Inc. • Hazardous waste management • New York
This CREDIT AGREEMENT (including all exhibits and schedules hereto, as the same may be amended, restated, amended and restated, supplemented, extended or otherwise modified from time to time, this “Agreement”) is entered into as of October 25, 2017, by and among Charah, LLC, a Kentucky limited liability company (“Charah”), Allied Power Management, LLC, a Delaware limited liability company (“Allied” and together with Charah, each a “Borrower”, and collectively, the “Borrowers”), Charah Sole Member LLC, a Delaware limited liability company (“Charah Parent”), Allied Power Sole Member, LLC, a Delaware limited liability company (“Allied Parent” and together with Charah Parent, each a “Parent”, and collectively, “Parents”), Credit Suisse AG, Cayman Islands Branch, as administrative agent for the Lenders (in such capacity, including any successor thereto, the “Administrative Agent”) and as collateral agent for the Secured Parties (in such capacity, including any successor thereto, the “Collat
REVOLVING LOAN FACILITY CREDIT AGREEMENT Dated as of October 25, 2017 by and among CHARAH, LLC; ALLIED POWER MANAGEMENT, LLC; and ALLIED POWER SERVICES, LLC, as Borrowers, CHARAH SOLE MEMBER, LLC and ALLIED POWER SOLE MEMBER, LLC, each as a Parent and...Credit Agreement • May 18th, 2018 • Charah Solutions, Inc. • Hazardous waste management • New York
This CREDIT AGREEMENT (including all exhibits and schedules hereto, as the same may be amended, restated, amended and restated, supplemented, extended or otherwise modified from time to time, this “Agreement”) is entered into as of October 25, 2017, by and among CHARAH, LLC, a Kentucky limited liability company (“Charah”); ALLIED POWER MANAGEMENT, LLC, a Delaware limited liability company (“Allied”); ALLIED POWER SERVICES, LLC, a Delaware limited liability company (“Allied Services”; Charah, Allied, and Allied Services, each a “Borrower”, and collectively, the “Borrowers”); CHARAH SOLE MEMBER LLC, a Delaware limited liability company (“Charah Parent”); ALLIED POWER SOLE MEMBER, LLC, a Delaware limited liability company (“Allied Parent” and together with Charah Parent, each a “Parent”, and collectively, “Parents”); REGIONS BANK, an Alabama bank (“Regions”), as administrative agent and collateral agent for the Lenders (in such capacities, including any successor thereto, the “Agent”); Re
ContractRestricted Stock Unit Agreement • June 29th, 2022 • Charah Solutions, Inc. • Hazardous waste management • Delaware
UNIT PURCHASE AGREEMENT by and among ALLIED GROUP INTERMEDIATE HOLDINGS, LLC, CHARAH SOLUTIONS, INC., ALLIED POWER HOLDINGS, LLC and ROGER SHANNON, as the Seller’s Representative hereunder Dated as of November 19, 2020Unit Purchase Agreement • November 20th, 2020 • Charah Solutions, Inc. • Hazardous waste management • Delaware
This UNIT PURCHASE AGREEMENT (this “Agreement”), dated as of November 19, 2020, is entered into by and among Allied Group Intermediate Holdings, LLC, a Delaware limited liability company (“Purchaser”), CHARAH SOLUTIONS, INC., a Delaware corporation (the “Seller”), ALLIED POWER HOLDINGS, LLC, a Delaware limited liability company (the “Company”) and ROGER SHANNON, as the Seller’s Representative appointed pursuant to Section 6.10(a). Each of the parties named above may be referred to herein as a “Party” or, collectively, as the “Parties”.
AMENDMENT NO. 1 TO REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • March 18th, 2020 • Charah Solutions, Inc. • Hazardous waste management • Delaware
THIS AMENDMENT NO. 1 TO THE REGISTRATION RIGHTS AGREEMENT (this “Amendment”), effective as of March 16, 2020, is by and among Charah Solutions, Inc., a Delaware corporation (the “Company”), and each of the other parties listed on the signature pages hereto (the “Holders” and, together with the Company, the “Parties”). Capitalized but otherwise undefined terms herein have the meanings given to them in the Registration Rights Agreement (as defined below).
SERIES A PREFERRED STOCK PURCHASE AGREEMENT between CHARAH SOLUTIONS, INC. and THE PURCHASER PARTY HERETOSeries a Preferred Stock • March 6th, 2020 • Charah Solutions, Inc. • Hazardous waste management • Delaware
This SERIES A PREFERRED STOCK PURCHASE AGREEMENT, dated as of March 5, 2020 (this “Agreement”), is entered into by and between CHARAH SOLUTIONS, INC., a Delaware corporation (the “Company”), and the purchaser set forth in Schedule A hereto (the “Purchaser”).
FORM OF STOCKHOLDERS’ AGREEMENTForm of Stockholders’ Agreement • May 30th, 2018 • Charah Solutions, Inc. • Hazardous waste management • Delaware
This STOCKHOLDERS’ AGREEMENT (this “Agreement”), dated as of [●], 2018, is entered into by and among Charah Solutions, Inc., a Delaware corporation (the “Company”), Bernhard Capital Partners Management, LP, a Delaware limited partnership, CEP Holdings, Inc., a Delaware corporation (“CEP Holdings”), the stockholders identified on the signature pages hereto, and any other persons signatory hereto from time to time (together with Charah Holdings and CEP Holdings, the “Principal Stockholders”).
CONFIDENTIAL SETTLEMENT AGREEMENT AND RELEASEConfidential Settlement Agreement and Release • August 30th, 2019 • Charah Solutions, Inc. • Hazardous waste management • North Carolina
This Confidential Settlement Agreement and Release (the “Agreement”) is made and entered as of August 30, 2019 (the “Effective Date”) by and between Duke Energy Business Services LLC, as agent for and on behalf of Duke Energy Carolinas, LLC and Duke Energy Progress, LLC (formerly known as Duke Energy Progress, Inc.) (collectively, “Duke Energy”) and Charah, LLC (formerly, Charah, Inc.) (“Charah”).
CHARAH SOLUTIONS, INC.Performance Share Unit Agreement • August 14th, 2019 • Charah Solutions, Inc. • Hazardous waste management • Delaware
Pursuant to the terms and conditions of the Charah Solutions, Inc. 2018 Omnibus Incentive Plan, as amended from time to time (the “Plan”), Charah Solutions, Inc., a Delaware corporation (the “Company”), hereby grants to the individual listed below (“you” or the “Participant”) the number of performance share units (the “PSUs”) set forth below. This award of PSUs (this “Award”) is subject to the terms and conditions set forth herein and in the Performance Share Unit Agreement attached hereto as Exhibit A (the “Agreement”), the Confidentiality Commitments attached hereto as Exhibit B and the Plan, each of which is incorporated herein by reference. Capitalized terms used but not defined herein shall have the meanings set forth in the Plan.
FORM OF MASTER REORGANIZATION AGREEMENT by and among Charah Management LLC, Allied Power Holdings, LLC, Charah Solutions, Inc., Charah Holdings LP, CEP Holdings, Inc., Charah Management Holdings LLC, Allied Management Holdings, LLC, EBLP Charah...Master Reorganization Agreement • May 30th, 2018 • Charah Solutions, Inc. • Hazardous waste management • Delaware
This Master Reorganization Agreement (this “Agreement”), dated effective as of June [●], 2018, is entered into by and among Charah Management LLC, a Delaware limited liability company (“Charah Management”), Allied Power Holdings, LLC (“Allied Power Holdings”), Charah Solutions, Inc., a Delaware corporation (“PubCo”), Charah Holdings LP, a Delaware limited partnership (“Charah LP”), CEP Holdings, Inc., a Kentucky corporation (“CEP Holdings”), Charah Management Holdings LLC, a Delaware limited liability company (“Charah Management Holdings”), Allied Management Holdings, LLC, a Delaware limited liability company (“Allied Management Holdings”), EBLP Charah Blocker, LLC, a Delaware limited liability company (“EBLP Blocker”), Charah Blocker, LLC, a Delaware limited liability company (“Charah Blocker”), and each other signatory to this Agreement (each signatory to this Agreement, a “Party” and collectively, the “Parties”).
SECOND AMENDMENT TO THE EMPLOYMENT AGREEMENTEmployment Agreement • June 4th, 2018 • Charah Solutions, Inc. • Hazardous waste management • Kentucky
This SECOND AMENDMENT TO THE EMPLOYMENT AGREEMENT (this “Amendment”), dated as of June 1, 2018 (the “Effective Date”), is by and between Charah, LLC, a Kentucky limited liability company (the “Company”) and Charles Price (the “Executive”).
MUTUAL RELEASE AGREEMENTMutual Release Agreement • December 18th, 2018 • Charah Solutions, Inc. • Hazardous waste management • Louisiana
This Mutual Release Agreement (“Agreement”) is made as of December 12, 2018, by and among Bernhard Capital Partners Management LP (“BCP”), and Charah Solutions, Inc. (“Charah”), with reference to the following facts.
AMENDMENT NO. 4 TO CREDIT AGREEMENTCredit Agreement • November 20th, 2020 • Charah Solutions, Inc. • Hazardous waste management
This AMENDMENT NO. 4 TO CREDIT AGREEMENT (this “Amendment”) dated as of November 19, 2020, is made among CHARAH SOLUTIONS, INC., a Delaware corporation (the “Borrower”), BANK OF AMERICA, N.A., in its capacity as administrative agent for the Lenders (as defined below) (in such capacity, the “Administrative Agent”), the Lenders party hereto (each, a “Consenting Lender”), and the undersigned Guarantors. Each capitalized term used and not otherwise defined in this Amendment has the definition specified in the Credit Agreement described below.
STOCKHOLDERS’ AGREEMENTStockholders’ Agreement • June 22nd, 2018 • Charah Solutions, Inc. • Hazardous waste management • Delaware
This STOCKHOLDERS’ AGREEMENT (this “Agreement”), dated as of June 18, 2018, is entered into by and among Charah Solutions, Inc., a Delaware corporation (the “Company”), Bernhard Capital Partners Management, LP, a Delaware limited partnership, CEP Holdings, Inc., a Delaware corporation (“CEP Holdings”), the stockholders identified on the signature pages hereto, and any other persons signatory hereto from time to time (together with Charah Holdings and CEP Holdings, the “Principal Stockholders”).
FORM OF RESTRICTED STOCK AWARD AGREEMENTRestricted Stock Award Agreement • June 22nd, 2018 • Charah Solutions, Inc. • Hazardous waste management • Delaware
THIS RESTRICTED STOCK AWARD AGREEMENT (this “Agreement”), dated as of the Grant Date specified above, is entered into by and between Charah Solutions, Inc., a company organized in the State of Delaware (the “Company”), and the Executive specified above; and
PURCHASE AGREEMENTExchange Agreement • November 16th, 2022 • Charah Solutions, Inc. • Hazardous waste management • Delaware
This SERIES B PREFERRED STOCK PURCHASE AGREEMENT (this “Agreement”), dated as of November 14, 2022 (the “Closing Date”), is entered into by and between CHARAH SOLUTIONS, INC., a Delaware corporation (the “Company”), and CHARAH PREFERRED STOCK AGGREGATOR, LP, a Delaware limited partnership (the “Purchaser”).
