Calgon Carbon Corporation Sample Contracts

WITNESSETH:
Employment Agreement • March 29th, 2002 • Calgon Carbon Corporation • Industrial inorganic chemicals • Pennsylvania
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AND
Calgon Carbon Corporation • August 18th, 2006 • Industrial inorganic chemicals • New York
and
Rights Agreement • January 28th, 2005 • Calgon Carbon Corporation • Industrial inorganic chemicals • Delaware
CALGON CARBON CORPORATION and STOCKTRANS, INC. Rights Agent Rights Agreement Dated as of January 27, 2005
Rights Agreement • November 7th, 2012 • Calgon Carbon Corporation • Industrial inorganic chemicals • Delaware

RIGHTS AGREEMENT, dated as of January 27, 2005 (the “Agreement”), between Calgon Carbon Corporation, a Delaware corporation (the “Company”), and StockTrans, Inc., a Delaware corporation (the “Rights Agent”).

WITNESSETH:
Employment Agreement • November 15th, 2002 • Calgon Carbon Corporation • Industrial inorganic chemicals • Pennsylvania
Calgon Carbon Corporation
Calgon Carbon Corporation • February 26th, 2010 • Industrial inorganic chemicals • New York

Calgon Carbon Corporation, a Delaware corporation (the “Company”), proposes to issue and sell to J.P. Morgan Securities Inc. (the “Initial Purchaser”), upon the terms and subject to the conditions set forth in a purchase agreement, dated August 14, 2006 (the “Purchase Agreement”), among the Company, the Guarantors (as defined below) and the Initial Purchaser, $65,000,000 aggregate principal amount of its 5.00% Convertible Senior Notes due 2036 (the “Firm Notes”) and, at the election of the Initial Purchaser, an additional $10,000,000 aggregate principal amount of the Company’s 5.00% Convertible Senior Notes due 2036 (the “Additional Notes” and, together with the Firm Notes, the “Notes”) to be guaranteed (the “Guarantees”) by the subsidiaries of the Company listed on the signature page hereto (collectively, the “Guarantors”). The Notes will be convertible into fully paid, non-assessable shares of common stock, par value $0.01 per share, of the Company on the terms, and subject to the co

EMPLOYMENT AGREEMENT
Employment Agreement • December 22nd, 2015 • CALGON CARBON Corp • Industrial inorganic chemicals • Pennsylvania

THIS EMPLOYMENT AGREEMENT (“Agreement”), made as of December 18, 2015, effective on January 1, 2016, between CALGON CARBON CORPORATION (the “Company”), a Delaware corporation, and James A. Coccagno (“Employee”), presently residing in or near Pittsburgh, Pennsylvania.

AGREEMENT AND PLAN OF MERGER by and among KURARAY CO., LTD., KURARAY HOLDINGS U.S.A., INC., KJ MERGER SUB, INC. and CALGON CARBON CORPORATION dated as of SEPTEMBER 21, 2017
Agreement and Plan of Merger • September 21st, 2017 • CALGON CARBON Corp • Industrial inorganic chemicals • Delaware

AGREEMENT AND PLAN OF MERGER (this “Agreement”), dated as of September 21, 2017, by and among Kuraray Co., Ltd., a company organized under the laws of Japan (“Kuraray”), Kuraray Holdings U.S.A., Inc., a Delaware corporation (“Parent”), KJ Merger Sub, Inc., a Delaware corporation and a wholly owned Subsidiary of Parent (“Merger Sub”), and Calgon Carbon Corporation, a Delaware corporation (the “Company”).

300,000,000 REVOLVING CREDIT FACILITY $100,000,000 TERM LOAN FACILITY FIRST AMENDED AND RESTATED CREDIT AGREEMENT by and among CALGON CARBON CORPORATION, THE OTHER BORROWERS PARTY HERETO, THE GUARANTORS PARTY HERETO, THE LENDERS PARTY HERETO, PNC...
Credit Agreement • October 7th, 2016 • CALGON CARBON Corp • Industrial inorganic chemicals • Pennsylvania

THIS FIRST AMENDED AND RESTATED CREDIT AGREEMENT (as hereafter amended, the “Agreement”) is dated as of October 4, 2016, and is made by and among CALGON CARBON CORPORATION, a Delaware corporation (“Calgon Carbon”), each of the other BORROWERS (as hereinafter defined), each of the GUARANTORS (as hereinafter defined), the LENDERS (as hereinafter defined), and PNC BANK, NATIONAL ASSOCIATION, in its capacity as the Administrative Agent (as hereinafter defined).

CHASE LOGO)
Credit Agreement • August 18th, 2006 • Calgon Carbon Corporation • Industrial inorganic chemicals • New York
BSC COLUMBUS, LLC OPERATING AGREEMENT
Operating Agreement • July 10th, 2007 • Calgon Carbon Corporation • Industrial inorganic chemicals • Delaware

THIS OPERATING AGREEMENT is made and entered into as of the 11th day of February, 2004, by BSC Columbus, LLC (“BSC”) and Calgon Carbon Corporation (“Calgon”) the sole member of BSC.

EMPLOYMENT AGREEMENT
Employment Agreement • April 25th, 2007 • Calgon Carbon Corporation • Industrial inorganic chemicals • Pennsylvania

THIS AGREEMENT (“Agreement”), made as of January 31, 2007, effective January 1, 2007, between CALGON CARBON CORPORATION (the “Company”), a Delaware corporation, and John S. Stanik (“Employee”), presently residing in or near Pittsburgh, Pennsylvania.

AGREEMENT
Agreement • March 12th, 2013 • Calgon Carbon Corporation • Industrial inorganic chemicals • Delaware

This Agreement (this “Agreement”) is made and entered into as of March 11, 2013, by and among Calgon Carbon Corporation (the “Company”) and the entities and natural persons listed on Exhibit A hereto and their respective Affiliates (collectively, “Starboard”) (each of the Company and Starboard, a “Party” to this Agreement, and collectively, the “Parties”).

INDEMNIFICATION AGREEMENT
Indemnification Agreement • March 3rd, 2010 • Calgon Carbon Corporation • Industrial inorganic chemicals • Delaware

THIS INDEMNIFICATION AGREEMENT (the “Agreement”) is made and entered into as of [___], 2010 between CALGON CARBON CORPORATION, a Delaware corporation (the “Company”), and [name] (“Indemnitee”).

THIRD AMENDMENT TO CREDIT AGREEMENT
Credit Agreement • August 11th, 2015 • CALGON CARBON Corp • Industrial inorganic chemicals • Pennsylvania

This Third Amendment to Credit Agreement, is dated the 7th day of August, 2015 (this "Amendment"), by and among Calgon Carbon Corporation, a Delaware corporation ("Calgon Carbon"), each of the Guarantors (as defined herein), each of the Lenders (as defined herein) and PNC Bank, National Association ("PNC"), as administrative agent for the Lenders (PNC, in such capacity, the "Administrative Agent").

AMENDED AND RESTATED CREDIT AGREEMENT dated as of January 30, 2006 Among CALGON CARBON CORPORATION as Borrower, THE LENDING INSTITUTIONS NAMED THEREIN as Lenders, NATIONAL CITY BANK OF PENNSYLVANIA as a Lender, the Swing Line Lender, as Administrative...
Credit Agreement • January 31st, 2006 • Calgon Carbon Corporation • Industrial inorganic chemicals • Pennsylvania

AMENDED AND RESTATED CREDIT AGREEMENT, dated as of January 30, 2006 (herein, as amended, supplemented or otherwise modified from time to time, this “Agreement”), among the following:

Fixed Dollar Accelerated Share Repurchase Transaction
Calgon Carbon Corporation • November 21st, 2012 • Industrial inorganic chemicals • New York

The purpose of this letter agreement (this “Confirmation”) is to confirm the terms and conditions of the Transaction entered into between Morgan Stanley & Co. LLC (“MSCO”) and Calgon Carbon Corporation (“Issuer”) on the Trade Date specified below (the “Transaction”). This confirmation constitutes a “Confirmation” as referred to in the Agreement specified below.

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AGREEMENT FOR CONSULTING SERVICES
Agreement for Consulting Services • August 3rd, 2012 • Calgon Carbon Corporation • Industrial inorganic chemicals

This Consulting Services Agreement (this “Agreement”) is made by and between Calgon Carbon Corporation (the “Company” or “CCC”), a Delaware corporation, with its principal offices located at 400 Calgon Carbon Drive, Pittsburgh, Pennsylvania 15205, and John S. Stanik, (“Consultant”), an individual who resides at 234 E. Edgewood Drive, Pittsburgh, PA 15317.

AMENDMENT AGREEMENT OF FACILITY AGREEMENT
Agreement of Facility Agreement • August 11th, 2015 • CALGON CARBON Corp • Industrial inorganic chemicals • Hong Kong

Reference is made to that certain Facility Agreement — RMB5,000,000.00 Uncommitted Revolving Loan Facility Letter (Contract No. R-19507) (as may be amended, restated, supplemented or otherwise modified from time to time, the "Facility Letter"). All capitalized terms used but not defined herein shall have the same meanings as those defined in the Facility Agreement.

AGREEMENT FOR CONSULTING SERVICES
Agreement for Consulting Services • October 13th, 2015 • CALGON CARBON Corp • Industrial inorganic chemicals

This Consulting Services Agreement (this “Agreement”) is made by and between Calgon Carbon Corporation (the “Company” or “CCC”), a Delaware corporation, with its principal offices located at 3000 GSK Drive, Moon Township, PA 15108 and Robert P. O’Brien, (“Consultant”), an individual who resides at 383 Limestone Drive, Bethel Park, PA 15102.

UNCONDITIONAL GUARANTY
Unconditional Guaranty • August 18th, 2014 • CALGON CARBON Corp • Industrial inorganic chemicals • New York

THIS UNCONDITIONAL GUARANTY (as amended, restated, replaced, supplemented or otherwise modified from time to time, this “Guaranty”) is executed as of August 14th, 2014, by Calgon Carbon Corporation, a corporation duly organized under the laws of the state of Delaware, with offices at 400 Calgon Carbon Drive, Pittsburgh, PA 15230 USA (“Guarantor”), in favor of Bank of Tokyo-Mitsubishi UFJ (China) Ltd., Shanghai Branch, with offices at 20/F, Azia Center, No. 1233 Lujiazui Ring Road, Pudong New District, Shanghai 200120, PRC (together with its branches, affiliates, offices, successors and assigns, the “Bank”).

Calgon Carbon Investments, Inc. 3000 GSK Drive, Moon Township PA 15108 USA Calgon Carbon Corporation 3000 GSK Drive, Moon Township PA 15108 USA
Asset and Share Purchase Agreement • April 14th, 2016 • CALGON CARBON Corp • Industrial inorganic chemicals

Following the letter of intent dated January 14, 2016 sent by Calgon Carbon Corporation (the "LOI") and our subsequent discussions, Calgon Carbon Corporation, a Delaware corporation with its registered office at 3000 GSK Drive, Moon Township, PA 15108, USA (the "Purchaser Guarantor") and its wholly owned subsidiary Calgon Carbon Investments, Inc., a company organized under the laws of the State of Delaware with its registered office at 3000 GSK Drive, Moon Township, PA 15108, USA (the "Offeror" or the "Purchaser" and, together with the Purchaser Guarantor, the "Offer Parties" or "we"), are pleased to submit the following irrevocable and binding offer (the "Offer"), which CECA S.A, Arkema S.r.l and Arkema Shanghai Distribution Co Ltd (the "Offerees") may at their option elect to accept in accordance with the procedures described below, whereby the Offeror will, in accordance with the terms and subject to the conditions set forth in an Asset and Share Purchase Agreement to be entered int

SECOND AMENDMENT AND CONSENT TO CREDIT AGREEMENT
Credit Agreement • November 7th, 2014 • CALGON CARBON Corp • Industrial inorganic chemicals • Pennsylvania

This Second Amendment and Consent to Credit Agreement, is dated the 6th day of November, 2014 (this "Amendment"), by and among Calgon Carbon Corporation, a Delaware corporation ("Calgon Carbon"), each of the Guarantors (as defined herein), each of the Lenders (as defined herein) and PNC Bank, National Association ("PNC"), as administrative agent for the Lenders (PNC, in such capacity, the "Administrative Agent").

AMENDMENT NO. 2 TO RIGHTS AGREEMENT
Rights Agreement • March 12th, 2013 • Calgon Carbon Corporation • Industrial inorganic chemicals • Delaware

Amendment No. 2, dated as of March 11, 2013 (this “Amendment”), to the Rights Agreement, dated as of January 27, 2005, as amended (the “Rights Agreement”), by and between Calgon Carbon Corporation, a Delaware corporation (the “Company”) and Registrar and Transfer Company, a New Jersey corporation, successor to StockTrans, Inc. (the “Rights Agent”).

AGREEMENT ON FUTURE CONTINUATION OF UK EMPLOYMENT CONTRACT Dear Allan,
Calgon Carbon Corporation • October 20th, 2011 • Industrial inorganic chemicals

Your UK employment agreement will be suspended for the term of this Singapore Employment Contract. Upon termination or expiration of the Singapore Agreement for reasons other than serious misconduct or termination by you or your total incapacity, the suspension of the English employment contract will cease and you will be re-employed by Chemviron Carbon Ltd with your then current annual basic salary.

Contract
Credit Agreement • November 5th, 2010 • Calgon Carbon Corporation • Industrial inorganic chemicals • Pennsylvania

[***] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED FROM PUBLIC FILING PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT SUBMITTED TO THE U.S. SECURITIES AND EXCHANGE COMMISSION. THE OMITTED INFORMATION, WHICH HAS BEEN IDENTIFIED WITH THE SYMBOL “[***],” HAS BEEN FILED SEPARATELY WITH THE U.S. SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24B-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED.

Revolving Credit Facility Agreement
Revolving Credit Facility Agreement • April 1st, 2010 • Calgon Carbon Corporation • Industrial inorganic chemicals

MCFA Inc. (“MCFA”) and Calgon Mitsubishi Chemical Corporation (“CMCC”) hereby agree as follows with regard to the revolving credit facility for CMCC from MCFA:

EMPLOYMENT AGREEMENT
Employment Agreement • March 11th, 2004 • Calgon Carbon Corporation • Industrial inorganic chemicals • Pennsylvania

THIS AGREEMENT, made as of , 2003 between CALGON CARBON CORPORATION (the “Company”), a Delaware corporation, and (“Employee”), presently residing in or near Pennsylvania,

AMENDATORY AGREEMENT in respect of the Asset and Share Purchase Agreement
Amendatory Agreement • November 8th, 2016 • CALGON CARBON Corp • Industrial inorganic chemicals

The Sellers, the Purchaser, the Sellers' Guarantor and the Purchaser's Guarantor are sometimes individually referred to as an "Initial Party" and collectively as the "Initial Parties".

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