EX-10.1
from 10-Q
15 pages
Amendment, Dated as of January 13, 2023 (This “Amendment”), Between Ashland Inc. (F/K/a Ashland Global Holdings Inc.), Delaware Corporation (“Ashland Global”), Valvoline Inc., (A Kentucky Corporation) (“Valvoline”). Capitalized Terms Used and Not Otherwise Defined Herein Shall Have the Meanings Given Them in the Tax Matters Agreement Referred to Below. Whereas Ashland Global and Valvoline Are Parties to That Certain Tax Matters Agreement, Dated as of September 22, 2016 (The “Tax Matters Agreement”); Whereas Ashland Global and Valvoline Wish to Amend the Terms of the Tax Matters Agreement as of the Date of This Amendment; Whereas Capitalized Terms Not Otherwise Defined Herein Shall Have the Meaning Ascribed Thereto in the Tax Matters Agreement. Now, Therefore, in Consideration of the Mutual Covenants and Agreements Contained Herein, Ashland Global and Valvoline Hereby Agree as Follows: Section 1. Amendment. (A) Section 1.01 of the Tax Matters Agreement Is Amended By: (I) Adding the Following Definitions in the Appropriate Alphabetical Order: (A) “Payment Due Date” Has the Meaning Set Forth in Section 3.02(c)(ii). (B) “Recalculated Tax Reimbursement Payment” Has the Meaning Set Forth in Section 3.02(g). (C) “Specified Tax Proceeding” Has the Meaning Set Forth in Section 3.03. (D) “Tax Reimbursement Amount” Has the Meaning Set Forth in Section 3.02(c)(i)(a). (E) “Valvoline Actual Tax Return” Means a Tax Return Filed by Valvoline (Including a Valvoline Amended Return). (F) “Valvoline Amended Returns” Has the Meaning Set Forth in Section 3.02(a)(ii). (G) “Valvoline Hypothetical Returns” Has the Meaning Set Forth in Section 3.02(b). 2
12/34/56
