Item 1.01 Entry into a Material Definitive Agreement.

On February 1, 2023, Advanced Emissions Solutions, Inc., a Delaware corporation (the "Company"), entered into a securities purchase agreement with Arq Limited, a company incorporated under the laws of Jersey ("Arq"), pursuant to which the Company acquired all of the direct and indirect equity interests of Arq's subsidiaries (the "Subsidiaries"), as previously disclosed in the Company's Form 8-K filed with the Securities and Exchange Commission ("SEC") on February 1, 2023.

On June 2, 2023, (the "Effective Date") certain of the Subsidiaries, which include Corbin Project LLC, Arq Projects Holding Company LLC, Arq St. Rose LLC, Arq Corbin LLC and Arq Corbin Land LLC, each a Delaware limited liability company (collectively, the "Borrowers"), the Company and Community Trust Bank, Inc., a Kentucky corporation (the "Bank") entered into a loan modification agreement (the "Loan Modification Agreement") to the Loan Agreement (USDA Guaranteed Loan) by and among the Bank and the Borrowers dated January 27, 2021, as amended by that certain letter agreement by and among the Bank and Borrowers dated January 21, 2022, and as otherwise amended, modified and/or extended by the parties from time to time (collectively, the "Loan Agreement"). Pursuant to the Loan Agreement, the Bank established for the Borrowers a term loan in the original principal amount of $10.0 million (the "Loan").

As consideration for the Bank entering into the Loan Modification Agreement, the Borrowers agreed to pay a fee of $50,000 plus additional fees incurred by the Bank and were required to deposit an additional $727,990 into a deposit account (the "Interest Reserve Account" as defined in the Loan Agreement), where the Interest Reserve Account is held as collateral by the Bank. The Borrowers may withdraw funds from the Interest Reserve Account beginning one year from the Effective Date, subject to restrictions as stated in the Loan Modification Agreement.

The Loan Modification Agreement clarified and modified certain terms under the Loan Agreement. The principal clarifications and modifications are as follows:

•The Borrowers are not entitled to any further disbursements of proceeds under those promissory notes described in the Loan Modification Agreement;

•The Bank agreed to waive certain financial delivery requirements for fiscal years 2021 and 2022;

•The Bank agreed to waive certain required financial covenants required as of December 31, 2022 and certain required financial convents as of December 31, 2023;

•The Borrowers and the Company agree that until the principal and all interest on the Loan have been terminated, the Borrowers shall cause the Company to deliver to the Bank, no later than five (5) business days after filing same with the SEC, copies of its quarterly reports on Form 10-Q and its annual report on Form 10-K in satisfaction of the Borrowers' obligations under Section 5.3(a) and Section 5.3(c) of the Loan Agreement on a going-forward basis from and after the Effective Date;

•The Borrowers are required to establish their operating bank accounts with the Bank no later than September 30, 2023; and

•The Bank is authorized to amend and/or amend and restate its then-current security instruments to include additional collateral represented by the Borrowers' acquisition of any equipment or other fixed and/or operating assets in which the Bank does not then hold a lien or security interest.

The foregoing description of the Loan Modification Agreement is qualified in its entirety by reference to the full text of the Loan Modification Agreement, attached hereto as Exhibit 10.1 and incorporated herein by reference.



Item 9.01      Financial Statements and Exhibits.

(d)            Exhibits


 Exhibit No.      Description

     10.1           Loan Modification Agreement dated as of June 2, 2023  *

* Schedules and exhibits have been omitted pursuant to Item 601(a)(5) of Regulation S-K. The Company hereby undertakes to furnish supplemental copies of any of the omitted schedules and exhibits upon request by the SEC.




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