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”).
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.
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”).
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
