First Amendment to Term Loan and Security Agreement dated April 20, 2020, among the Company, the Companys Subsidiaries named therein, the Lenders named therein and The Bank of New York Mellon as administrative agent to the Lenders

This FIRST AMENDMENT TO TERM LOAN AND SECURITY AGREEMENT (this "Amendment"), dated as of April 20, 2020, is made by and among Advanced Emissions Solutions, Inc., a Delaware corporation (the “Debtor”), the subsidiaries of Debtor set forth on the signature pages hereto, as guarantors (the “Guarantors”, and collectively, with the Debtor, the “Loan Parties”), the lenders set forth on the signature pages hereto (the “Lenders”) and The Bank of New York Mellon, as administrative agent for the Lenders (the “Administrative Agent”). Capitalized terms used but not defined herein shall have the meanings assigned to such terms in the Loan Agreement (defined below).

WHEREAS, the Debtor, the Guarantors, the Administrative Agent and the Lenders are parties to that certain Term Loan and Security Agreement dated as of December 7, 2018 (as amended, restated, or otherwise modified from time to time, the “Loan Agreement”);

WHEREAS, the Debtor has notified the Administrative Agent and the Lenders that it has applied for a loan in the amount of $3,300,000 under the SBA Payment Protection Program promulgated as part of the Cares Act in connection with the Covid-19 pandemic (the “Requested PPP Loan”);

WHEREAS, the ability of the Debtor to accept the Requested PPP Loan requires certain amendments to the Loan Agreement; and

WHEREAS, the Administrative Agent and the Lenders have agreed to such amendments on the terms and conditions set forth herein.

NOW THEREFORE, for good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the parties hereto agree to amend the Loan Agreement as follows:

“(c)    any loan under the SBA Payment Protection Program promulgated as part of the Cares Act in connection with the Covid-19 pandemic in an amount not to exceed $3,300,000, to the extent and so long as: (i) such loan is received by the Debtor on or before April 24, 2020, (ii) the proceeds of the loan are used by the Debtor solely for the payment of (A) salary, wages, commissions or tips (capped at $100,000 on an annualized basis for each employee), (B) employee benefits including costs for vacation, parental, family, medical or sick leave, allowance for separation or dismissal, payments required for the provisions of group health care benefits including insurance premiums and payment of any retirement benefit, (C) state and local taxes assessed on compensation, (D) interest on any mortgage obligation of the Debtor incurred before February 15, 2020, (E) amounts owed under lease agreements in force before February 15, 2020, and (F) amounts owed with respect to utility services that began before February 15, 2020, in each case, incurred during the eight (8) week period after the loan is funded to the Debtor; provided that not more than 25% of such proceeds are used for any purpose other than those set forth in (A)-(C) above, (iii) the Debtor’s employee and compensation levels are maintained, at all times prior to the forgiveness of the loan in

accordance with the terms of the SBA Payment Protection Program, [*], (iv) the Debtor enacts sufficient internal controls to monitor the use of the proceeds of the loan in accordance with the SBA Payment Protection Program in order to obtain forgiveness thereof consistent with clause (iii) above; and (v) the Debtor at all times complies with all other provisions of the SBA Payment Protection Program applicable to the loan.”

respects on and as of the date hereof, except to the extent the same expressly relate to an earlier date, in which case they shall be true and correct in all material respects as of such earlier date.

(b) The undersigned Lenders, constituting Required Lenders, hereby authorize and direct the Administrative Agent to execute this Amendment and perform its obligations hereunder.