Browse EX-10 agreements

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CREDIT AGREEMENT

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dated as of July 31, 2021

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among

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ALBION HOLDCO LIMITED

as Parent,

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AGGREKO HOLDINGS INC. and ALBION FINANCING 3 S.À R.L.

as Borrowers and Guarantors,

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the OTHER GUARANTORS from time to time parties hereto,

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the LENDERS from time to time parties hereto

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and

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GLAS USA LLC

as Administrative Agent

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GLAS TRUST CORPORATION LIMITED

as Security Agent

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BANK OF AMERICA EUROPE DESIGNATED ACTIVITY COMPANY

BARCLAYS BANK PLC,

DEUTSCHE BANK AG, LONDON BRANCH,

GOLDMAN SACHS INTERNATIONAL,

BANCO SANTANDER, S.A., LONDON BRANCH,

LLOYDS BANK PLC,

SMBC BANK INTERNATIONAL PLC,

STANDARD CHARTERED BANK

and

HSBC BANK PLC

as Arrangers

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TABLE OF CONTENTS

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Article 1
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Definitions

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Dated May 14, 2025

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Albion holdco limited

as Obligors’ Agent

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ALBION TOPCO LIMITED

as Topco

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The RCF Lenders

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The Bonding Facility Lenders

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GLAS USA LLC

as Agent

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and

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GLAS TRUST CORPORATION LIMITED

as Security Agent

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AMENDMENT AND RESTATEMENT AGREEMENT

RELATING TO

REVOLVING FACILITY AGREEMENT ORIGINALLY

DATED 31 JULY 2021 (AS AMENDED)

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CONTENTS

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Clause		Page
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1.	Definitions and Interpretation	1
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2.	Amendment and Restatement	3
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3.	Accession of Additional Borrowers and Guarantors	4

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EXECUTION VERSION

AMENDMENT NO. 2

This AMENDMENT NO. 2, dated as of August 24, 2026 (this “Amendment”), among Valvoline Inc., a Kentucky corporation (the “Borrower”), the other Loan Parties party hereto, each Revolving Credit Lender party hereto and The Bank of Nova Scotia (“Scotia”), as Administrative Agent (in such capacity, together with its successors and assigns, the “Administrative Agent”), amends the Second Amended and Restated Credit Agreement, dated as of December 1, 2025 (as amended by Amendment No. 1 thereto, dated as of June 30, 2026, and as further amended, restated, amended and restated, supplemented or otherwise modified from time to time prior to the date hereof, the “Credit Agreement”), among the Borrower, the Lenders and L/C Issuers from time to time party thereto and Scotia, as Administrative Agent, Swing Line Lender and L/C Issuer.

PRELIMINARY STATEMENTS

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Essential Minerals Acquisition Corp

Suite 210, 2nd Floor, Windward III,

Regatta Office Park,

Grand Cayman, PO Box 500, KY1-1106

June 20, 2026

Essential Minerals Sponsor LLC

Suite 210, 2nd Floor, Windward III,

Regatta Office Park,

Grand Cayman, PO Box 500, KY1-1106

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	RE:	Securities Subscription Agreement

Ladies and Gentlemen:

Essential Minerals Acquisition Corp, a Cayman Islands exempted company incorporated with limited liability (the “Company”), is pleased to accept the offer Essential Minerals Sponsor LLC, a Cayman Islands limited liability company (the “Subscriber” or “you”), has made to subscribe for 5,750,000 Class B ordinary shares US$0.0001 par value per share of the Company (the “Shares”) (the “Class B Ordinary Shares”), up to 750,000 of which are subject to complete or partial forfeiture by you to the extent the underwriters of the Company’s initial public offering (“IPO”) of units do not fully exercise their over-allotment option (the “Over-allotment Option”). For the purposes of this Agreement, references to “Ordinary Shares” are to, collectively, the Class B Ordinary Shares and the Company’s Class A ordinary shares, US$0.0001 par value per share (the “Class A Ordinary Shares”). Pursuant to the Company’s memorandum and articles of association (as may be amended, the “Articles”), Class B Ordinary Shares will convert into Class A Ordinary Shares on a one-for-one basis, subject to adjustment, upon

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THIS PROMISSORY NOTE (“NOTE”) HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”). THIS NOTE HAS BEEN ACQUIRED FOR INVESTMENT ONLY AND MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF REGISTRATION OF THE RESALE THEREOF UNDER THE SECURITIES ACT OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY IN FORM, SCOPE AND SUBSTANCE TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED.  

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PROMISSORY NOTE

Principal Amount: Up to $300,000	Dated June 20, 2026 New York, NY

Essential Minerals Acquisition Corp, a Cayman Islands exempted company incorporated with limited liability (the “Maker”), promises to pay to the order of Essential Minerals Sponsor LLC, a Cayman Islands limited liability company, or its registered assigns or successors in interest (the “Payee”), or order, the principal sum of up to Three Hundred Thousand Dollars ($300,000) in lawful money of the United States of America, on the terms and conditions described below.  All payments on this Note shall be made by check or wire transfer of immediately available funds or as otherwise determined by the Maker to such account as the Payee may from time to time designate by written notice in accordance with the provisions of this Note.

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Essential Minerals Acquisition Corp

500 W. 2nd Street, Suite 1900
Austin, Texas 78701

[   ], 2026

Essential Minerals Sponsor LLC

500 W. 2nd Street, Suite 1900
Austin, Texas 78701

	Re:	Administrative Services Agreement

Ladies and Gentlemen:

This letter agreement by and between Essential Minerals Acquisition Corp, (the “Company”) and Essential Minerals Sponsor LLC (the “Sponsor”), dated as of the date hereof, will confirm our agreement that, commencing on the date the securities of the Company are first listed on the Nasdaq Global Market (the “Listing Date”), pursuant to a Registration Statement on Form S-1 and prospectus filed with the U.S. Securities and Exchange Commission (the “Registration Statement”) and continuing until the earlier of the consummation by the Company of an initial business combination and the Company’s liquidation (in each case as described in the Registration Statement) (such earlier date hereinafter referred to as the “Termination Date”):

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FORM OF INDEMNITY AGREEMENT

THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of [    ], 2026 , by and between Essential Minerals Acquisition Corp, a Cayman Islands exempted company (the “Company”), and the undersigned (“Indemnitee”).

RECITALS

WHEREAS, highly competent persons have become more reluctant to serve publicly-held companies as directors, officers or in other capacities unless they are provided with adequate protection through insurance or adequate indemnification against inordinate risks of claims and actions against them arising out of their service to and activities on behalf of such companies;

WHEREAS, the Board of Directors of the Company (the “Board”) has determined that, in order to attract and retain qualified individuals, the Company will attempt to maintain on an ongoing basis, at its sole expense, liability insurance to protect persons serving the Company and its Subsidiaries (as defined below) from certain liabilities;

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PRIVATE PLACEMENT UNITS PURCHASE AGREEMENT

This PRIVATE PLACEMENT UNITS PURCHASE AGREEMENT (as it may from time to time be amended, this “Agreement”) is made as of the [  ] day of [   ], 2026, by and between Essential Minerals Acquisition Corp, a Cayman Islands exempted company (the “Company”), Cohen & Company Capital Markets, a division of Cohen & Company Securities, LLC (“CCM”, or the “Subscriber”).

WHEREAS, the Company intends to consummate an initial public offering (the “IPO”) of the Company’s units (the “Units”), each Unit consisting of one Class A ordinary share, par value $0.0001 per share (the “Class A Ordinary Shares”), of the Company, and one right to receive one-tenth (1/10) of one Class A Ordinary Share upon the consummation of the Company’s initial business combination (the “Business Combination”);

WHEREAS, the Company desires to sell to the Subscriber on a private placement basis (the “Offering”) an aggregate of 150,000 private placement units (or up to 172,500 units if the underwriters’ over-allotment option in connection with the Offering is exercised in full) (each, a “Private Placement Unit” and, collectively, the “Private Placement Units”) of the Company, for a purchase price of $10.00 per Private Placement Unit. Each Private Placement Unit is comprised of one Class A Ordinary Share (each, a “Private Placement Share”) and one right to receive one-tenth (1/10) of one Class A Ordinary Share upon the consummation of the Company’s Business Combination (each, a “Private Share Right” and,

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PRIVATE PLACEMENT UNITS PURCHASE AGREEMENT

THIS PRIVATE PLACEMENT UNITS PURCHASE AGREEMENT, dated as of [   ], 2026 (as it may from time to time be amended, this “Agreement”), is entered into by and between Essential Minerals Acquisition Corp, a Cayman Islands exempted company (the “Company”), and Essential Minerals Sponsor LLC, a Cayman Islands limited liability company (the “Purchaser”).

WHEREAS, the Company intends to consummate an initial public offering of the Company’s units (the “Public Offering”), each unit consisting of one Class A Ordinary Share, par value $0.0001 per share, of the Company (an “Ordinary Share”), and one right to receive one-tenth (1/10) of one Ordinary Share upon the consummation of the Company’s initial business combination. The Purchaser has agreed to purchase an aggregate of 362,500 private placement units (or up to 385,000 private placement units if the underwriter’s over-allotment option in connection with the Public Offering is exercised in full) (the “Private Placement Units”), each Private Placement Unit comprised of one Ordinary Share (each, a “Private Placement Share”) and one right (the “Private Share Right”) to receive one-tenth (1/10) of one Ordinary Share upon the consummation of an initial business combination.

NOW THEREFORE, in consideration of the mutual promises contained in this Agreement and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties to this Agreement hereby, intending legally to be bound, agree as follows:

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REGISTRATION RIGHTS AGREEMENT

THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of [    ], 2026, is made and entered into by and among Essential Minerals Acquisition Corp, a Cayman Islands exempted company (the “Company”), Essential Minerals Sponsor LLC, a Cayman Islands limited liability company (the “Sponsor”), Cohen & Company Capital Markets, a division of Cohen & Company Securities, LLC (the “Representative”) (the Sponsor and the Representative together with any person or entity who hereafter becomes a party to this Agreement pursuant to Section 5.2 of this Agreement, a “Holder” and collectively the “Holders”).

RECITALS

WHEREAS, the Company intends to consummate an initial public offering of the Company’s units (the “IPO”), each unit consisting of one Class A Ordinary Share, par value $0.0001 per share (the “Ordinary Shares”), of the Company, and one right to receive one-tenth (1/10) of one Ordinary Share upon the consummation of the Company’s initial business combination (a “Public Share Right”);

WHEREAS, the Company has 5,750,000 Class B ordinary shares, par value $0.0001 per share (the “Founder Shares”), issued and outstanding, up to 750,000 of which will be surrendered to the Company for no consideration depending on the extent to which the underwriters of the Company’s initial public offering exercise their over-allotment option;

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INVESTMENT MANAGEMENT TRUST AGREEMENT

This Investment Management Trust Agreement (this “Agreement”) is made effective as of [●], 2026 by and between Essential Minerals Acquisition Corp, a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”).

WHEREAS, the Company’s registration statement on Form S-1 (File No. 333-[]) (the “Registration Statement”) and prospectus (the “Prospectus”) for the initial public offering of the Company’s units (the “Units”), each of which consists of one of the Company’s Class A ordinary shares, par value $0.0001 per share (the “Ordinary Shares”), and one right to receive one-tenth (1/10) of one Ordinary Share upon the consummation of the Company’s initial business combination (such initial public offering hereinafter referred to as the “Offering”), has been declared effective as of the date hereof by the U.S. Securities and Exchange Commission;

WHEREAS, the Company has entered into an Underwriting Agreement (the “Underwriting Agreement”) with Cohen & Company Capital Markets, a division of Cohen & Company Securities, LLC, as representative (the “Representative”) of the underwriters (the “Underwriters”) named therein;

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[  ], 2026 

Essential Minerals Acquisition Corp

500 W. 2nd Street, Suite 1900

Austin, Texas 78701

	Re:	Initial Public Offering

Ladies and Gentlemen:

This letter (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into by and between Essential Minerals Acquisition Corp, a Cayman Islands exempted company (the “Company”), and Cohen & Company Capital Markets, a division of Cohen & Company Securities, LLC, as representative (the “Representative”) of the underwriters (the “Underwriters”), relating to an underwritten initial public offering (the “Public Offering”), of up to 17,250,000 of the Company’s units (including up to 2,250,000 units which may be purchased to cover over-allotments, if any) (the “Units”), each comprised of one Class A ordinary share, par value $0.0001 per share, of the Company (the “Class A Ordinary Shares”) and one right to receive one tenth (1/10) of a Class A ordinary share upon the consummation of an initial business combination (each, a “Share Right”). The Units shall be sold in the Public Offering pursuant to the registration statement on Form S-1 (File No. 333-[]) and prospectus (the “Prospectus”) filed by the Company with the U.S. Securities and Exchange Commission (the “Commission”) and the Company shall apply to have the Units listed on the Nasdaq Global Market. Certain capitalized terms used herein are

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