Amendment No. 2, dated as of December 10, 2021, to the Credit Agreement, dated as of August 1, 2019

Contract Categories: Business Finance - Credit Agreements
EX-10.46 10 exhibit1046.htm AMENDMENT NO. 2 TO CREDIT AGREEMENT (LIBOR TRANSITION) exhibit1046
 
 
 
 
 
 
 
 
 
 
 
 
 
 
1
EXHIBIT 10.46
Execution Version
AMENDMENT NO. 2 TO CREDIT AGREEMENT (LIBOR
TRANSITION)
THIS AMENDMENT NO. 2 TO CREDIT AGREEMENT (LIBOR TRANSITION)
(this
“Agreement”)
 
is
 
made
 
and
 
entered
 
into
 
as
 
of
 
December
 
10,
 
2021
 
by
 
and
 
among
QUAKER
 
CHEMICAL
CORPORATION
, a Pennsylvania corporation (the “Company”) and
BANK OF AMERICA, N.A.
, as Administrative
Agent (in such capacity, the “Administrative Agent”).
RECITALS
WHEREAS,
 
the
 
Company,
 
certain
 
Subsidiaries
 
of
 
the
 
Company
 
party
 
thereto,
 
each
 
guarantor
 
party
 
thereto,
each
 
lender
 
party
 
thereto
 
(collectively,
 
the
 
“Lenders”
 
and
 
individually,
 
a
 
“Lender”),
 
and
 
Bank
 
of
 
America,
 
N.A.,
 
as
Administrative
 
Agent,
 
have
 
entered
 
into
 
that
 
certain
 
Credit
 
Agreement
 
dated
 
as
 
of
 
August
 
1,
 
2019
 
(as
 
amended,
modified, extended, restated, replaced, or supplemented from time to
 
time, the “Credit Agreement”);
WHEREAS,
 
certain
 
loans
 
and/or
 
other
 
extensions
 
of
 
credit
 
(the
 
“Loans”)
 
under
 
the
 
Credit
 
Agreement
denominated
 
in
 
Sterling,
 
Yen,
 
and
 
Euros
 
(collectively,
 
the
 
“Impacted
 
Currencies”)
 
incur
 
or
 
are
 
permitted
 
to
 
incur
interest, fees,
 
commissions or other
 
amounts based
 
on the
 
London Interbank Offered
 
Rate as
 
administered by the
 
ICE
Benchmark Administration (“LIBOR”) in accordance with the
 
terms of the Credit Agreement; and
WHEREAS,
 
applicable
 
parties
 
under
 
the
 
Credit
 
Agreement
 
have
 
determined
 
in
 
accordance
 
with
 
the
 
Credit
Agreement that
 
LIBOR for
 
the
 
Impacted Currencies
 
should be
 
replaced with
 
a successor
 
rate in
 
accordance with
 
the
Credit
 
Agreement
 
and,
 
in
 
connection
 
therewith,
 
the
 
Administrative
 
Agent
 
has
 
determined
 
that
 
certain
 
conforming
changes are necessary or advisable.
NOW,
 
THEREFORE,
 
in
 
consideration
 
of
 
the
 
premises
 
and
 
the
 
mutual
 
covenants
 
contained
 
herein,
 
and
 
for
other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto
agree as follows:
1.
Defined
 
Terms.
 
Capitalized
 
terms
 
used
 
herein
 
but
 
not
 
otherwise
 
defined
 
herein
 
(including
 
on
 
any
Appendix attached hereto) shall have the meanings provided to such terms in the Credit Agreement, as amended by this
Agreement.
2.
Agreement.
 
Notwithstanding
 
any
 
provision
 
of
 
the
 
Credit
 
Agreement
 
or
 
any
 
other
 
document
 
related
thereto (the “Loan Documents”) to
 
the contrary,
 
the parties hereto hereby agree
 
that the terms set
 
forth on Appendix A
shall apply to the Impacted Currencies. For the avoidance of doubt, (a) to the extent provisions in the Credit Agreement
apply to
 
the Impacted
 
Currencies and such
 
provisions are not
 
specifically addressed by
 
Appendix A, the
 
provisions in
the Credit
 
Agreement shall continue
 
to apply to
 
the Impacted
 
Currencies and (b)
 
to the
 
extent provisions in
 
the Credit
Agreement apply to Dollar-
 
denominated extensions of credit, the
 
provisions in the Credit
 
Agreement shall continue to
apply to such Dollar-denominated extensions of credit and shall not be impacted
 
by this Agreement.
3.
Conflict with
 
Loan Documents.
 
In the
 
event of
 
any conflict
 
between the
 
terms of
 
this Agreement
 
and
the terms of the Credit Agreement or the other Loan Documents, the terms hereof
 
shall control.
 
 
 
 
 
 
 
 
 
2
4.
Representations
 
and
 
Warranties.
 
The Company represents and warrants to the Administrative
Agent and the Lenders, as of the date hereof, as follows:
(a)
the execution, delivery and performance by the Company of this Agreement have been
duly
 
authorized
 
by
 
all
 
necessary
 
corporate
 
or
 
other
 
organizational
 
action
 
and
 
do
 
not
 
and
 
will
 
not
 
(i)
require
 
any
 
consent
 
or
 
approval
 
or
 
other
 
action
 
by,
 
or
 
notice
 
to,
 
or
 
filing
 
with,
 
any
 
Governmental
Authority
 
or
 
any
 
other
 
Person
 
in
 
connection
 
with
 
the
 
execution,
 
delivery
 
or
 
performance
 
by,
 
or
enforcement
 
against,
 
the
 
Company
 
of
 
this
 
Agreement
 
except
 
as
 
may
 
have
 
been
 
obtained,
 
or
 
(ii)
contravene
 
the
 
terms
 
of
 
the
 
Company’s
 
Organization
 
Documents;
 
(b)
 
conflict
 
with
 
or
 
result
 
in
 
any
breach or contravention of, or the creation of any Lien under,
 
or require any payment to be made under
(i)
 
any
 
Contractual
 
Obligation
 
to
 
which
 
the
 
Company
 
is
 
a
 
party
 
or
 
affecting
 
the
 
Company
 
or
 
the
properties of the
 
Company or (ii)
 
any order,
 
injunction, writ or
 
decree of any
 
Governmental Authority
or any arbitral award to which the Company or its property is subject; or
 
(c) violate any Law;
(b)
this
 
Agreement
 
has
 
been
 
duly
 
executed
 
and
 
delivered
 
by
 
the
 
Company,
 
and
 
this
Agreement, the
 
Credit Agreement
 
and each
 
other Loan
 
Document (in
 
each case,
 
as amended
 
hereby)
constitutes a
 
legal, valid
 
and binding
 
obligation of
 
the Company,
 
enforceable against
 
the Company
 
in
accordance with
 
its terms,
 
except to
 
the extent
 
that such
 
enforceability may
 
be limited
 
by bankruptcy,
receivership, moratorium, conservationship, or
 
other laws of
 
general application affecting the
 
rights of
creditors generally or by general principles of equity;
(c)
the representations and warranties of the Company contained in Article V of the Credit
Agreement
 
and
 
in
 
each
 
other
 
Loan
 
Document
 
are
 
true
 
and
 
correct
 
in
 
all
 
material
 
respects
 
(or,
 
with
respect to representations and warranties modified by materiality standards or Material
 
Adverse Effect,
in
 
all
 
respects)
 
on
 
and
 
as
 
of
 
the
 
date
 
hereof,
 
except
 
to
 
the
 
extent
 
that
 
such
 
representations
 
and
warranties
 
specifically
 
refer
 
to
 
an
 
earlier
 
date,
 
in
 
which
 
case
 
they
 
shall
 
be
 
true
 
and
 
correct
 
in
 
all
material respects
 
(or,
 
with respect
 
to representations
 
and warranties
 
modified by
 
materiality standards
or
 
Material
 
Adverse
 
Effect,
 
in
 
all
 
respects)
 
as
 
of
 
such
 
earlier
 
date,
 
and
 
the
 
representations
 
and
warranties contained in Sections
 
5.05(a) and (b) shall
 
be deemed to
 
refer to the most
 
recent statements
furnished pursuant to Sections 6.01(a) and (b), respectively;
(d)
immediately before and after the effectiveness of this Agreement on the Effective
Date, no Default or Event of Default has occurred and is
 
continuing.
5.
Conditions
 
Precedent.
 
This
 
Agreement
 
shall
 
become
 
effective
 
upon
 
receipt
 
by
 
the
 
Administrative
Agent of counterparts of this Agreement, properly executed by the Company
 
and the Administrative Agent.
6.
Payment of Expenses. The Company agrees to pay,
 
in accordance with and subject to the limitations in
Section
 
10.04
 
of
 
the
 
Credit
 
Agreement,
 
all
 
reasonable
 
and
 
documented
 
out-of-pocket
 
expenses
 
incurred
 
by
 
the
Administrative Agent
 
and its
 
Affiliates in
 
connection with
 
the
 
preparation, execution,
 
delivery,
 
administration of
 
this
Agreement and the other instruments and documents to be delivered hereunder.
7.
Miscellaneous.
3
(a)
The
 
Loan
 
Documents,
 
and
 
the
 
obligations
 
of
 
the
 
Company
 
under
 
the
 
Loan
 
Documents,
 
are
hereby ratified and confirmed and shall remain in full force and effect according to their terms. This Agreement
is a Loan Document.
(b)
The
 
Company
 
(i)
 
acknowledges and
 
consents
 
to
 
all
 
of
 
the
 
terms
 
and
 
conditions
 
of
 
this
Agreement, (ii) affirms all of
 
its obligations under the Loan Documents,
 
(iii) agrees that this Agreement and
 
all
documents executed
 
in
 
connection herewith
 
do not
 
operate to reduce or discharge
 
its obligations under the Loan
Documents,
 
(iv) agrees that the Collateral
 
Documents
 
continue to be in full force and effect and are not impaired
or
 
adversely affected
 
in
 
any
 
manner
 
whatsoever, (v)
 
confirms its
 
grant
 
of
 
security interests
 
pursuant
 
to
 
the
Collateral
 
Documents
 
to which it is
 
a party as Collateral
 
for the Obligations,
 
and (vi) acknowledges
 
that all Liens
granted (or purported to be granted) pursuant to the
 
Collateral Documents
 
remain and continue in full force and
effect in respect
 
of, and
 
to secure,
 
the
 
Obligations.
(c)
This Agreement
 
may be
 
in the
 
form of
 
an electronic
 
record (in
 
“.pdf” form
 
or otherwise)
 
and
may
 
be
 
executed
 
using
 
electronic
 
signatures, which
 
shall
 
be
 
considered as
 
originals
 
and
 
shall
 
have the
 
same
legal
 
effect,
 
validity
 
and
 
enforceability
 
as
 
a
 
paper
 
record.
 
This
 
Agreement
 
may
 
be
 
executed
 
in
 
as
 
many
counterparts
 
as
 
necessary
 
or
 
convenient,
 
including
 
both
 
paper
 
and
 
electronic
 
counterparts,
 
but
 
all
 
such
counterparts shall
 
be one
 
and the
 
same
 
Agreement. For
 
the avoidance
 
of doubt,
 
the authorization
 
under this
paragraph may include, without limitation, use or acceptance by the Administrative Agent of a manually signed
Agreement
 
which
 
has
 
been
 
converted
 
into
 
electronic
 
form
 
(such
 
as
 
scanned
 
into
 
“.pdf”
 
format),
 
or
 
an
electronically signed Agreement converted into another format,
 
for transmission, delivery and/or retention.
(d)
Any
 
provision
 
of
 
this
 
Agreement
 
held
 
to
 
be
 
illegal,
 
invalid
 
or
 
unenforceable
 
in
 
any
jurisdiction,
 
shall,
 
as
 
to
 
such
 
jurisdiction,
 
be
 
ineffective
 
to
 
the
 
extent
 
of
 
such
 
illegality,
 
invalidity
 
or
unenforceability without affecting the legality, validity or enforceability of the remaining provisions hereof and
the
 
illegality,
 
invalidity
 
or
 
unenforceability
 
of
 
a
 
particular
 
provision
 
in
 
a
 
particular
 
jurisdiction
 
shall
 
not
invalidate or render unenforceable such provision in any other jurisdiction.
(e)
The terms
 
of the
 
Credit Agreement
 
with respect
 
to governing
 
law,
 
submission to
 
jurisdiction,
waiver of venue and waiver of
 
jury trial are incorporated herein by
 
reference,
mutatis mutandis
, and the parties
hereto agree to such terms.
[remainder of page intentionally left blank]
 
 
4
Each of the parties hereto has caused a counterpart of this Agreement
 
to be duly executed and delivered as of the
date first above written.
BORROWER:
QUAKER CHEMICAL CORPORATION,
a Pennsylvania corporation
By: /s/ LINGLING STEWART
 
Name: LingLing Stewart
Title: Global Treasurer
 
 
5
ADMINISTRATIVE
AGENT:
BANK
OF
AMERICA,
N.A.,
as Administrative Agent
By: /s/ ELIZABETH URIBE
 
Name: Elizabeth
 
Uribe
 
Title: Assistant Vice President
 
 
 
 
 
 
 
 
 
 
 
 
 
 
6
Appendix A
TERMS APPLICABLE TO AFFECTED ALTERNATIVE
 
CURRENCY LOANS
1.
Defined Terms.
 
The following terms shall have the meanings set forth below:
“Administrative
 
Agent’s
 
Office”
 
means,
 
with
 
respect
 
to
 
any
 
currency,
 
the
 
Administrative
 
Agent’s
address and,
 
as appropriate,
 
account specified
 
in the
 
Credit Agreement
 
with respect
 
to such
 
currency,
 
or such
other
 
address
 
or
 
account
 
with
 
respect
 
to
 
such
 
currency
 
as
 
the
 
Administrative
 
Agent
 
may
 
from
 
time
 
to
 
time
notify the Company and the Lenders.
“Affected Alternative Currency”
 
means each of the following currencies: Sterling, Yen, and Euros.
“Affected Alternative Currency Daily Rate” means, for any day,
 
with respect to any extension of credit
under the Credit Agreement
 
denominated in Sterling, the
 
rate per annum equal
 
to SONIA determined pursuant
to the definition thereof plus the SONIA Adjustment;
provided,
 
that,
 
if
 
any
 
Affected
 
Alternative
 
Currency
 
Daily
 
Rate
 
shall
 
be
 
less
 
than
 
zero,
 
such
 
rate
 
shall
 
be
deemed zero for purposes of this Agreement. Any change
 
in an Affected Alternative Currency Daily Rate shall
be effective from and including the date of such change without further notice.
“Affected Alternative
 
Currency Daily
 
Rate Loan”
 
means a
 
Loan that
 
bears interest
 
at a
 
rate based
 
on
the
 
definition
 
of
 
“Affected
 
Alternative
 
Currency
 
Daily
 
Rate.”
 
All
 
Affected
 
Alternative
 
Currency
 
Daily
 
Rate
Loans must be denominated in an Affected Alternative Currency.
“Affected Alternative Currency Loan” means an Affected Alternative Currency Daily
 
Rate Loan or an
Affected Alternative Currency Term Rate Loan, as applicable.
“Affected
 
Alternative
 
Currency
 
Term
 
Rate”
 
means,
 
for
 
any
 
Interest
 
Period,
 
with
 
respect
 
to
 
any
extension of credit under the Credit Agreement:
(a)
denominated
 
in
 
Euros,
 
the
 
rate
 
per
 
annum
 
equal
 
to
 
the
 
Euro
 
Interbank
 
Offered
 
Rate
(“EURIBOR”),
 
as
 
published
 
on
 
the
 
applicable
 
Reuters
 
screen
 
page
 
(or
 
such
 
other
 
commercially
available
 
source
 
providing
 
such
 
quotations
 
as
 
may
 
be
 
designated
 
by
 
the
 
Administrative
 
Agent
 
from
time to time) on the
 
day that is two TARGET
 
Days preceding the first day of
 
such Interest Period with
a term equivalent to such Interest Period; and
(b)
denominated
 
in
 
Yen,
 
the
 
rate
 
per
 
annum
 
equal
 
to
 
the
 
Tokyo
 
Interbank
 
Offer
 
Rate
(“TIBOR”), as
 
published on the
 
applicable Reuters screen
 
page (or such
 
other commercially available
source providing such quotations as may be designated by the Administrative Agent from time to time)
on the day
 
that is two
 
Business Days preceding the
 
first day of
 
such Interest Period (or
 
such other day
as is generally treated as the rate fixing day by market practice in such interbank market, as
 
determined
by the
 
Administrative Agent;
 
provided that,
 
to the
 
extent such
 
market practice
 
is not
 
administratively
feasible for
 
the Administrative
 
Agent, then
 
such date
 
shall be
 
such other
 
day as
 
otherwise reasonably
determined by the Administrative Agent) with a term equivalent to such Interest
 
Period;
 
 
 
 
 
 
 
 
 
 
 
7
provided, that, if any Affected Alternative Currency Term Rate shall be less than zero, such rate shall be deemed
zero for purposes of this Agreement.
“Affected Alternative
 
Currency Term
 
Rate Loan”
 
means a
 
Loan that
 
bears interest
 
at a
 
rate based
 
on
the
 
definition
 
of
 
“Affected
 
Alternative
 
Currency
 
Term
 
Rate.”
 
All
 
Affected
 
Alternative
 
Currency
 
Term
 
Rate
Loans must be denominated in an Affected Alternative Currency.
“Applicable
 
Rate”
 
means
 
the
 
Applicable
 
Rate,
 
Applicable
 
Margin
 
or
 
any
 
similar
 
or
 
analogous
definition in the Credit Agreement.
“Base Rate”
 
means the
 
Base Rate,
 
Alternative Base Rate,
 
ABR or any
 
similar or analogous
 
definition
in the Credit Agreement.
“Base Rate Loans”
 
means a Loan that bears interest at a rate based on the Base Rate.
“Basic ESTR” means, in relation to any
 
day, ESTR for
 
that day,
 
and if that rate is less
 
than zero, Basic
ESTR shall be deemed to be zero.
“Borrowing” means a
 
Committed Borrowing, Borrowing, or
 
any similar or
 
analogous definition in the
Credit Agreement.
“Business Day” means any day other than a Saturday, Sunday or other day on which commercial banks
are authorized
 
to close
 
under the
 
laws of,
 
or are
 
in fact
 
closed in,
 
the state
 
where the
 
Administrative Agent’s
Office is located; provided that
(a)
if such
 
day relates
 
to any
 
interest rate
 
settings as
 
to an
 
Affected Alternative
 
Currency
Loan denominated
 
in Euro,
 
any fundings,
 
disbursements, settlements and
 
payments in
 
Euro in
 
respect
of
 
any
 
such
 
Affected
 
Alternative
 
Currency
 
Loan,
 
or
 
any
 
other
 
dealings
 
in
 
Euro
 
to
 
be
 
carried
 
out
pursuant
 
to
 
this
 
Agreement
 
in
 
respect
 
of
 
any
 
such
 
Affected
 
Alternative
 
Currency
 
Loan,
 
means
 
a
Business Day that is also a TARGET
 
Day;
(b)
if such
 
day relates
 
to any
 
interest rate
 
settings as
 
to an
 
Affected Alternative
 
Currency
Loan denominated in (i) Sterling, means a day other than a day banks are closed for general business in
London
 
because
 
such
 
day
 
is
 
a
 
Saturday,
 
Sunday
 
or
 
a
 
legal
 
holiday
 
under
 
the
 
laws
 
of
 
the
 
United
Kingdom; and
 
(ii) Yen,
 
means a
 
day other
 
than when
 
banks are
 
closed for
 
general business
 
in Japan;
and
(c)
if
 
such
 
day
 
relates
 
to
 
any
 
fundings,
 
disbursements,
 
settlements
 
and
 
payments
 
in
 
a
currency
 
other
 
than
 
Euro
 
in
 
respect
 
of
 
an
 
Affected
 
Alternative
 
Currency
 
Loan
 
denominated
 
in
 
a
currency
 
other
 
than
 
Euro,
 
or
 
any
 
other
 
dealings
 
in
 
any
 
currency
 
other
 
than
 
Euro
 
to
 
be
 
carried
 
out
pursuant to this
 
Agreement in respect of
 
any such Affected
 
Alternative Currency Loan (other
 
than any
interest rate
 
settings), means
 
any such
 
day on
 
which banks
 
are open
 
for foreign
 
exchange business
 
in
the principal financial center of the country of such currency.
“Committed
 
Loan
 
Notice”
 
means
 
a
 
Committed
 
Loan
 
Notice,
 
Loan
 
Notice,
 
Borrowing
 
Notice,
Continuation/Conversion Notice, or any similar or analogous definition in the Credit Agreement, and such term
shall be deemed to include the Committed Loan Notice attached hereto
 
as Exhibit A.
 
 
 
 
 
 
 
 
 
 
8
“Conforming Changes”
 
means, with respect to the use, administration of or any conventions associated
with SONIA, EURIBOR, TIBOR or any proposed Successor Rate for any currency, any conforming changes to
the
 
definitions of
 
“SONIA”, “EURIBOR”,
 
“TIBOR”, “Interest
 
Period”, timing
 
and frequency
 
of
 
determining
rates and making payments of
 
interest and other technical, administrative
 
or operational matters (including, for
the
 
avoidance
 
of
 
doubt,
 
the
 
definition
 
of
 
“Business
 
Day”,
 
timing
 
of
 
borrowing
 
requests
 
or
 
prepayment,
conversion or
 
continuation notices and
 
length of
 
lookback periods) as
 
may be
 
appropriate, in the
 
discretion of
the Administrative Agent and in
 
consultation with the Company,
 
to reflect the adoption
 
and implementation of
such
 
applicable
 
rate(s)
 
and
 
to
 
permit
 
the
 
administration
 
thereof
 
by
 
the
 
Administrative
 
Agent
 
in
 
a
 
manner
substantially consistent with market practice for
 
such currency (or,
 
if the Administrative Agent determines that
adoption of
 
any portion
 
of such
 
market practice
 
is not
 
administratively feasible
 
or that
 
no market
 
practice for
the
 
administration
 
of
 
such
 
rate
 
for
 
such
 
currency
 
exists,
 
in
 
such
 
other
 
manner
 
of
 
administration
 
as
 
the
Administrative Agent determines in consultation with the Company is
 
reasonably necessary in connection with
the administration of this Agreement and any other Loan Document).
“Dollar” and “$” mean lawful money of the United States.
“Dollar Equivalent”
 
means the Dollar Equivalent or any similar or analogous definition
 
in the Credit
Agreement.
“Eurocurrency Rate” means Eurocurrency Rate, LIBOR, Adjusted LIBOR
 
Rate, LIBOR Rate or any
similar or analogous definition in the Credit Agreement.
“Eurocurrency Rate Loans”
 
means a Loan that bears interest at a rate based on the Eurocurrency Rate.
“Euro Swing Line Rate” means Basic ESTR
“ESTR” means, in relation to any day:
(a)
the
 
Euro
 
short-term
 
rate
 
administered
 
by
 
the
 
European
 
Central
 
Bank
 
(or
 
any
 
other
person which takes
 
over the administration of
 
that rate) displayed (before
 
any correction, recalculation
or republication
 
by the
 
administrator) on
 
page “EUROSTR=”
 
of the
 
Thomson Reuters
 
screen (or
 
any
replacement Thomson Reuters page which displays that rate);
 
or
(b)
if the
 
rate otherwise
 
to be
 
determined by
 
clause (a)
 
is not
 
available for
 
ESTR for
 
any
day
 
the
 
applicable
 
ESTR
 
shall
 
the
 
equal
 
the
 
rate
 
notified
 
to
 
the
 
Administrative Agent
 
by
 
the
 
Swing
Line Lender as
 
soon as practicable,
 
and in any
 
event before interest is
 
due to be
 
paid in respect
 
of that
Swing Line
 
Loan, to
 
be that
 
which expresses
 
as
 
a percentage
 
rate per
 
annum the
 
cost to
 
the relevant
Swing
 
Line
 
Lender
 
of
 
funding
 
its
 
participation in
 
that
 
Swing
 
Line
 
Loan
 
for
 
that
 
day
 
from
 
whatever
source it may reasonably select;
provided that if
 
any day during
 
an Interest Period
 
for a Euro
 
Swing Line Rate
 
Loan is not
 
a TARGET
Day, ESTR on that day will be ESTR applicable on the immediately preceding TARGET Day.
“Interest Payment Date”
 
means, (a) as to any Affected Alternative Currency Daily Rate Loan, the last
Business Day of each calendar month and the applicable maturity date
 
set forth in
 
 
 
 
 
 
 
 
 
 
9
the
 
Credit Agreement
 
and (b)
 
as
 
to
 
any Affected
 
Alternative Currency
 
Term
 
Rate Loan,
 
the
 
last day
 
of
 
each
Interest
 
Period
 
applicable
 
to
 
such
 
Loan;
 
provided,
 
however,
 
that
 
if
 
any
 
Interest
 
Period
 
for
 
an
 
Affected
Alternative Currency
 
Term
 
Rate Loan
 
exceeds three
 
months, the
 
respective dates
 
that fall
 
every three
 
months
after the beginning of such Interest Period shall be Interest Payment Dates.
“Interest
 
Period”
 
means
 
as
 
to
 
each
 
Affected
 
Alternative
 
Currency
 
Term
 
Rate
 
Loan,
 
the
 
period
commencing on
 
the date
 
such Affected
 
Alternative Currency
 
Term
 
Rate Loan
 
is disbursed
 
or converted
 
to or
continued as an Affected Alternative Currency Term Rate Loan and ending on the date one, three or six months
thereafter
 
(in
 
each
 
case,
 
subject
 
to
 
availability
 
for
 
the
 
interest
 
rate
 
applicable
 
to
 
the
 
relevant
 
currency),
 
as
selected
 
by
 
the
 
Company
 
in
 
its
 
Committed
 
Loan
 
Notice,
 
or
 
such
 
other
 
period
 
that
 
is
 
twelve
 
months
 
or
 
less
requested by the Company and consented to by all the Lenders; provided
 
that:
(a)
any Interest Period
 
that would otherwise
 
end on a
 
day that is
 
not a Business
 
Day shall
be
 
extended
 
to
 
the
 
next
 
succeeding
 
Business
 
Day
 
unless,
 
in
 
the
 
case
 
of
 
an
 
Affected
 
Alternative
Currency
 
Term
 
Rate
 
Loan,
 
such
 
Business
 
Day
 
falls
 
in
 
another
 
calendar
 
month,
 
in
 
which
 
case
 
such
Interest Period shall end on the next preceding Business Day;
(b)
any
 
Interest
 
Period
 
pertaining
 
to
 
an
 
Affected
 
Alternative
 
Currency
 
Term
 
Rate
 
Loan
that begins on the last Business Day of a calendar month (or on a day for which there is no numerically
corresponding
 
day
 
in
 
the
 
calendar
 
month
 
at
 
the
 
end
 
of
 
such
 
Interest
 
Period)
 
shall
 
end
 
on
 
the
 
last
Business Day of the calendar month at the end of such Interest Period; and
(c)
no
 
Interest
 
Period
 
shall
 
extend
 
beyond
 
the
 
applicable
 
maturity
 
date
 
set
 
forth
 
in
 
the
Credit Agreement.
“Required Lenders”
 
means the
 
Required Lenders,
 
Requisite Lenders,
 
Majority Lenders
 
or any
 
similar
or analogous definition in the Credit Agreement.
“Revaluation
 
Date”
 
means,
 
with
 
respect
 
to
 
any
 
Loan,
 
each
 
of
 
the
 
following:
 
(a)
 
each
 
date
 
of
 
a
Borrowing
 
of
 
an
 
Affected
 
Alternative
 
Currency
 
Loan,
 
(b)
 
with
 
respect
 
to
 
an
 
Affected
 
Alternative
 
Currency
Daily
 
Rate
 
Loan,
 
each
 
Interest
 
Payment
 
Date,
 
(c)
 
each
 
date
 
of
 
a
 
continuation
 
of
 
an
 
Affected
 
Alternative
Currency Term
 
Rate Loan pursuant
 
to the
 
terms of
 
the Credit
 
Agreement, and (d)
 
such additional
 
dates as
 
the
Administrative Agent shall determine or the Required Lenders shall require.
“SONIA”
 
means,
 
with
 
respect
 
to
 
any
 
applicable
 
determination
 
date,
 
the
 
Sterling
 
Overnight
 
Index
Average
 
Reference
 
Rate
 
published
 
on
 
the
 
fifth
 
Business
 
Day
 
preceding
 
such
 
date
 
on
 
the
 
applicable
 
Reuters
screen page
 
(or such
 
other commercially
 
available source
 
providing such
 
quotations as
 
may be
 
designated by
the
 
Administrative
 
Agent
 
from
 
time
 
to
 
time);
 
provided
 
however
 
that
 
if
 
such
 
determination
 
date
 
is
 
not
 
a
Business Day, SONIA means such rate that applied on the first Business Day immediately prior thereto.
“SONIA Adjustment” means, with respect to SONIA, 0.0326% per annum.
“Successor Rate” means the Successor Rate, LIBOR Successor Rate
 
or any similar or analogous
definition in the Credit Agreement.
 
 
 
 
 
 
 
 
 
 
10
“TARGET2”
 
means
 
the
 
Trans-European
 
Automated
 
Real-time
 
Gross
 
Settlement
 
Express
 
Transfer
payment system which utilizes a single shared platform and which was
 
launched on November 19, 2007.
“TARGET
 
Day”
 
means
 
any
 
day
 
on
 
which
 
TARGET2
 
(or,
 
if
 
such
 
payment
 
system
 
ceases
 
to
 
be
operative,
 
such
 
other
 
payment
 
system,
 
if
 
any,
 
determined
 
by
 
the
 
Administrative
 
Agent
 
to
 
be
 
a
 
suitable
replacement) is open for the settlement of payments in Euro.
“Type”
 
means, with respect to a Loan, its character as a Base Rate Loan, a Eurocurrency Rate Loan, an
Affected Alternative Currency Daily Rate Loan or an Affected Alternative Currency Term Rate Loan.
2.
Terms
 
Applicable
 
to
 
Affected
 
Alternative Currency
 
Loans.
 
From and after the
 
Amendment
Effective Date, the parties hereto agree as follows:
(a)
Alternative
 
Currencies.
 
(i)
 
No
 
Affected
 
Alternative
 
Currency
 
shall
 
be
 
considered
 
a
 
currency
for
 
which there
 
is
 
a
 
published LIBOR
 
rate,
 
and
 
(ii)
 
any request
 
for
 
a
 
new
 
Loan denominated
 
in
 
an
 
Affected
Alternative Currency,
 
or to
 
continue an
 
existing Loan denominated
 
in an
 
Affected Alternative
 
Currency,
 
shall
be deemed
 
to be
 
a request
 
for a
 
new Loan
 
bearing interest
 
at the
 
Affected Alternative
 
Currency Daily Rate
 
or
Affected Alternative Currency Term
 
Rate, as applicable; provided,
 
that, to the extent any
 
Loan bearing interest
at
 
the
 
Eurocurrency Rate
 
is
 
outstanding on
 
the
 
Amendment Effective
 
Date, such
 
Loan shall
 
continue to
 
bear
interest at
 
the
 
Eurocurrency Rate
 
until the
 
end
 
of the
 
current
 
Interest Period
 
or payment
 
period applicable
 
to
such Loan unless,
 
in the case
 
of a Loan
 
that bears interest
 
at a daily
 
floating rate, such
 
daily floating rate is
 
no
longer
 
representative
 
or
 
being
 
made
 
available,
 
in
 
which
 
case
 
such
 
Loan
 
shall
 
bear
 
interest
 
at
 
the
 
applicable
Affected Alternative Currency Rate immediately upon the effectiveness of this Agreement.
(b)
References to
 
Eurocurrency Rate
 
and
 
Eurocurrency Rate
 
Loans in
 
the
 
Credit Agreement
 
and
Loan Documents.
(i)
References to the Eurocurrency Rate and Eurocurrency Rate Loans in provisions of the
Credit Agreement and
 
the other Loan
 
Documents that are not
 
specifically addressed herein (other
 
than
the definitions of Eurocurrency Rate and Eurocurrency Rate Loan) shall be deemed to include Affected
Alternative
 
Currency
 
Daily
 
Rates,
 
Affected
 
Alternative
 
Currency
 
Term
 
Rates,
 
and
 
Affected
Alternative Currency Loans, as applicable.
(ii)
For purposes of any requirement for
 
the Company to compensate Lenders for losses
 
in
the
 
Credit
 
Agreement
 
resulting
 
from
 
any
 
continuation,
 
conversion,
 
payment
 
or
 
prepayment
 
of
 
any
Affected Alternative Currency
 
Loan on a
 
day other than
 
the last day
 
of any Interest
 
Period (as defined
in the
 
Credit Agreement),
 
references to
 
the Interest
 
Period (as
 
defined in
 
the Credit
 
Agreement) shall
be deemed to include any relevant interest payment date
 
or payment period for an Affected Alternative
Currency Loan.
(c)
Interest Rates. The
 
Administrative Agent does not
 
warrant, nor accept
 
responsibility,
 
nor shall
the Administrative
 
Agent have
 
any liability
 
with respect
 
to the
 
administration, submission or
 
any other
 
matter
related
 
to
 
the
 
rates
 
in
 
the
 
definition
 
of
 
“Affected
 
Alternative
 
Currency
 
Daily
 
Rate”,
 
“Affected
 
Alternative
Currency
 
Term
 
Rate”, “ESTR”,
 
“Basic ESTR”
 
or
 
with
 
respect
 
to
 
any
 
rate
 
(including,
 
for
 
the
 
avoidance
 
of
doubt, the
 
selection of
 
such
 
 
 
 
 
 
 
 
11
rate and any related spread or other adjustment) that is an alternative or
 
replacement for or successor to any such
rate or the effect of any of the foregoing, or of any Conforming Changes.
(d)
Revaluation
 
Dates.
 
The Administrative
 
Agent shall
 
determine the
 
Dollar Equivalent
 
amounts
of
 
Borrowings
 
and
 
Loans
 
denominated
 
in
 
Alternative
 
Currencies.
 
Such
 
Dollar
 
Equivalent
 
shall
 
become
effective
 
as
 
of
 
such
 
Revaluation
 
Date
 
and
 
shall
 
be
 
the
 
Dollar
 
Equivalent
 
of
 
such
 
amounts
 
until
 
the
 
next
Revaluation Date to occur.
(e)
Borrowings
 
and
 
Continuations
 
of
 
Affected
 
Alternative
 
Currency
 
Loans.
 
In
 
addition
 
to
 
any
other borrowing requirements set forth in the Credit Agreement:
(i)
Affected
 
Alternative
 
Currency
 
Loans.
 
Each
 
Borrowing
 
of
 
Affected
 
Alternative
Currency Loans,
 
and each
 
continuation of
 
an Affected
 
Alternative Currency
 
Term
 
Rate Loan
 
shall be
made upon the Company’s
 
irrevocable notice to the Administrative Agent,
 
which may be given by
 
(A)
telephone
 
or
 
(B)
 
a
 
Committed
 
Loan
 
Notice;
 
provided
 
that
 
any
 
telephonic
 
notice
 
must
 
be
 
confirmed
immediately
 
by
 
delivery
 
to
 
the
 
Administrative
 
Agent
 
of
 
a
 
Committed
 
Loan
 
Notice.
 
Each
 
such
Committed
 
Loan
 
Notice
 
must
 
be
 
received
 
by
 
the
 
Administrative
 
Agent
 
not
 
later
 
than
 
11:00
 
a.m.
(Eastern time)
 
three Business
 
Days (or
 
five Business
 
Days in
 
the case
 
of
 
a Special
 
Notice Currency)
prior
 
to
 
the
 
requested
 
date
 
of
 
any
 
Borrowing
 
or,
 
in
 
the
 
case
 
of
 
Affected
 
Alternative
 
Currency
 
Term
Rate
 
Loans,
 
any
 
continuation;
 
provided,
 
however,
 
that
 
if
 
the
 
Company
 
wishes
 
to
 
request
 
Affected
Alternative Currency Term
 
Rate Loans having an Interest Period
 
other than one, three or six months
 
in
duration as provided in the definition of “Interest Period,” the applicable notice must be received
 
by the
Administrative
 
Agent
 
not
 
later
 
than
 
11:00
 
a.m.
 
(Eastern
 
time)
 
five
 
Business
 
Days
 
(or
 
six
 
Business
Days
 
in
 
the
 
case
 
of
 
a
 
Special
 
Notice
 
Currency)
 
prior
 
to
 
the
 
requested
 
date
 
of
 
such
 
Borrowing
 
or
continuation of Affected
 
Alternative Currency Term
 
Rate Loans, whereupon the
 
Administrative Agent
shall give
 
prompt notice
 
to the
 
Lenders of
 
such request
 
and determine
 
whether the
 
requested Interest
Period
 
is
 
acceptable to
 
all of
 
them.
 
Not
 
later
 
than
 
11:00
 
a.m.
 
(Eastern time),
 
four
 
Business
 
Days
 
(or
five
 
Business
 
Days
 
in
 
the
 
case
 
of
 
a
 
Special
 
Notice
 
Currency)
 
prior
 
to
 
the
 
requested
 
date
 
of
 
such
Borrowing
 
or
 
continuation
 
of
 
Affected
 
Alternative
 
Currency
 
Term
 
Rate
 
Loans,
 
the
 
Administrative
Agent
 
shall
 
notify
 
the
 
Company
 
(which
 
notice
 
may
 
be
 
by
 
telephone)
 
whether
 
or
 
not
 
the
 
requested
Interest
 
Period
 
has
 
been
 
consented
 
to
 
by
 
all
 
the
 
Lenders.
 
Each
 
Borrowing
 
of
 
or
 
continuation
 
of
Affected
 
Alternative
 
Currency
 
Loans
 
shall
 
be
 
in
 
a
 
principal
 
amount
 
of
 
the
 
Dollar
 
Equivalent
 
of
 
$5,000,000
 
or
 
a
 
whole
 
multiple
 
of
 
the
 
Dollar
 
Equivalent
 
of
$1,000,000 in
 
excess thereof.
 
Each Committed
 
Loan Notice
 
shall specify
 
(i) whether
 
the Company
 
is
requesting a
 
Borrowing or
 
a continuation
 
of Affected
 
Alternative Currency
 
Term
 
Rate Loans,
 
(ii) the
requested date
 
of the
 
Borrowing or
 
continuation, as the
 
case may
 
be (which
 
shall be
 
a Business
 
Day),
(iii) the currency and principal amount of Loans to be borrowed or continued, (iv) the Type of Loans to
be borrowed, (v)
 
if applicable, the
 
duration of the
 
Interest Period with
 
respect thereto. If
 
the Company
fails to specify
 
a currency in
 
a Loan Notice
 
requesting a Borrowing,
 
then the Loans
 
so requested shall
be made in
 
Dollars. If the
 
Company fails to
 
specify a Type
 
of Loan in
 
a Committed Loan
 
Notice or if
such Company
 
fails to
 
give a
 
timely notice
 
requesting a
 
continuation, then
 
the applicable
 
Loans shall
be made as Base Rate Loans denominated in Dollars; provided,
 
however, that in the case of a
 
failure to
timely request a
 
continuation of
 
Affected Alternative Currency
 
Term
 
Rate Loans, such
 
Loans shall be
continued as Affected Alternative Currency Term Rate Loans in their original currency with an Interest
Period
 
of
 
one
 
(1)
 
month.
 
If
 
the
 
Company
 
requests
 
a
 
Borrowing
 
of
 
or
 
continuation
 
of
 
Affected
Alternative Currency
 
Term
 
Rate Loans
 
in any
 
such Committed
 
 
 
 
 
 
 
 
 
12
Loan
 
Notice,
 
but
 
fails
 
to
 
specify
 
an
 
Interest
 
Period,
 
it
 
will
 
be
 
deemed
 
to
 
have
 
specified
 
an
 
Interest
Period of
 
one month.
 
Except as
 
otherwise specified
 
in the
 
Credit Agreement,
 
no Affected
 
Alternative
Currency Loan may be
 
converted into or continued
 
as a Loan
 
denominated in a different
 
currency, but
instead
 
must
 
be
 
repaid
 
in
 
the
 
original
 
currency
 
of
 
such
 
Affected
 
Alternative
 
Currency
 
Loan
 
and
reborrowed in the other currency.
(ii)
Conforming
 
Changes.
 
With
 
respect
 
to
 
any
 
Affected
 
Alternative
 
Currency
 
Rate
 
the
Administrative
 
Agent
 
will
 
have
 
the
 
right
 
to
 
make
 
Conforming
 
Changes
 
from
 
time
 
to
 
time
 
and,
notwithstanding
 
anything
 
to
 
the
 
contrary
 
herein,
 
in
 
the
 
Credit
 
Agreement
 
or
 
in
 
any
 
other
 
Loan
Document,
 
any
 
amendments
 
implementing
 
such
 
Conforming
 
Changes
 
will
 
become
 
effective
 
without
any further
 
action or
 
consent of any
 
other party to
 
this Agreement,
 
the Credit
 
Agreement or any
 
other
Loan
 
Document;
 
provided,
 
that,
 
with
 
respect
 
to
 
any
 
such
 
amendment
 
effected,
 
the
 
Administrative
Agent shall
 
post each
 
such amendment
 
implementing such
 
Conforming Changes
 
to the
 
Company and
the Lenders reasonably promptly after such amendment becomes
 
effective.
(iii)
Committed
 
Loan
 
Notice.
 
For
 
purposes
 
of
 
a
 
Borrowing
 
of
 
Affected
 
Alternative
Currency
 
Loans,
 
or
 
a
 
continuation
 
of
 
any
 
Affected
 
Alternative
 
Currency
 
Term
 
Rate
 
Loan,
 
the
Company shall use the Committed Loan Notice attached hereto as Exhibit
 
A.
(f)
Interest.
(i)
Subject to
 
the provisions
 
of the
 
Credit Agreement
 
with respect
 
to default
 
interest, (x)
each
 
Affected
 
Alternative Currency
 
Daily
 
Rate
 
Loan
 
shall
 
bear
 
interest
 
on
 
the
 
outstanding
 
principal
amount
 
thereof
 
from
 
the
 
applicable
 
borrowing
 
date
 
at
 
a
 
rate
 
per
 
annum
 
equal
 
to
 
the
 
Affected
Alternative Currency
 
Daily Rate
 
plus the
 
Applicable Rate;
(y) each Affected Alternative Currency Term
 
Rate Loan shall bear interest on the outstanding principal
amount thereof for each
 
Interest Period at a
 
rate per annum equal to
 
the Affected Alternative Currency
Term
 
Rate
 
for
 
such
 
Interest
 
Period
 
plus
 
the
 
Applicable
 
Rate;
 
and
 
(z)
 
each
 
Swing
 
Line
 
Loan
denominated
 
in
 
Euros
 
shall
 
bear
 
interest
 
on
 
the
 
outstanding
 
principal
 
amount
 
thereof
 
from
 
the
applicable borrowing
 
date at
 
a rate
 
per annum
 
equal to
 
the Euro
 
Swing Line
 
Rate plus
 
the Applicable
Rate.
(ii)
Interest
 
on
 
each
 
Affected
 
Alternative
 
Currency
 
Loan
 
and
 
each
 
Swing
 
Line
 
Loan
denominated
 
in
 
Euros
 
shall
 
be
 
due
 
and
 
payable
 
in
 
arrears
 
on
 
each
 
Interest
 
Payment
 
Date
 
applicable
thereto and
 
at such
 
other times
 
as may
 
be specified
 
the Credit
 
Agreement. Interest
 
hereunder shall
 
be
due and
 
payable in
 
accordance with
 
the terms
 
hereof before
 
and after
 
judgment, and
 
before and
 
after
the commencement of any proceeding under any debtor relief law.
(g)
Computations. All
 
computations of
 
interest for
 
Affected Alternative
 
Currency Loans
 
shall be
made on the
 
basis of a
 
year of 365
 
or 366 days,
 
as the case
 
may be, and
 
actual days elapsed,
 
or, in
 
the case of
interest
 
in
 
respect
 
of
 
Affected
 
Alternative
 
Currency
 
Loans
 
as
 
to
 
which
 
market
 
practice
 
differs
 
from
 
the
foregoing,
 
in
 
accordance
 
with
 
such
 
market
 
practice.
 
Interest
 
shall
 
accrue
 
on
 
each
 
Affected
 
Alternative
Currency Loans for the day on which the Affected Alternative Currency Loans is made, and shall not accrue on
an Affected Alternative
 
Currency Loans, or any
 
portion thereof, for
 
the day on
 
which the Affected
 
Alternative
Currency Loans or such portion is paid, provided that any Affected Alternative Currency Loan that is repaid on
the same day on which it is made shall, subject to the terms
 
of the Credit Agreement, bear interest for
 
13
one day. Each determination by the Administrative Agent of an interest rate or fee hereunder
 
shall be
conclusive and binding for all purposes, absent manifest error.
(h)
Successor
 
Rates.
 
The
 
provisions
 
in
 
the
 
Credit
 
Agreement
 
addressing
 
the
 
replacement
 
of
 
a
 
current
Successor
 
Rate
 
for
 
a
 
currency
 
shall
 
be
 
deemed
 
to
 
apply
 
to
 
Affected
 
Alternative
 
Currency
 
Loans
 
and
 
SONIA,
TIBOR and EURIBOR,
 
as applicable,
 
and the
 
related defined terms
 
shall be
 
deemed to include
 
Sterling, Japanese
Yen
 
and Euros and SONIA, TIBOR and EURIBOR, as applicable.
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
14
Exhibit A
FORM OF COMMITTED LOAN NOTICE
(Affected Alternative Currency Loans)
Date:
 
,
 
1
To:
 
Bank of America, N.A., as Administrative Agent
 
Ladies and
Gentlemen:
Reference
 
is
 
made
 
to
 
that
 
certain
 
Credit
 
Agreement,
 
dated
 
as
 
of
 
August
 
1,
 
2019
 
(as
 
amended,
 
restated,
 
extended,
supplemented or
 
otherwise modified
 
in
 
writing from
 
time to
 
time, the
 
“Credit
 
Agreement;” the
 
terms defined
 
therein
being
 
used
 
herein
 
as
 
therein
 
defined),
 
among
 
Quaker
 
Chemical
 
Corporation,
 
a
 
Pennsylvania
 
corporation
 
(the
“Company”), certain Subsidiaries of the Company party thereto as Designated Borrowers, each guarantor party thereto,
each lender party thereto, and Bank of America, N.A., as Administrative
 
Agent.
The undersigned hereby requests (select one)
2
:
[Revolving Credit Facility]
Indicate:
Borrowing,
Conversion or
Continuation
Indicate:
Borrower
Name
Indicate:
Requested
Amount
Indicate:
Currency
Indicate:
Affected
Alternative
Currency Daily
Rate Loan or
Affected
Alternative
Currency Term
Rate Loan
For Affected
Alternative
Currency Term
Rate Loans
Indicate:
Interest Period
(e.g., 1, 3 or 6
month interest
period)
[Euro Term
 
Facility]
1
 
Note to Borrower.
 
All requests submitted under a single Committed Loan Notice must be effective
 
on the same date. If multiple
effective dates are needed, multiple Committed Loan Notices will need
 
to be prepared and signed.
2
 
Note to Borrower. For
multiple borrowings, conversions and/or continuations for a particular
 
facility, fill out a new row for each
 
borrowing/conversion
and/or continuation.
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
15
Indicate:
Borrowing,
Conversion or
Continuation
Indicate:
Borrower
Name
Indicate:
Requested
Amount
Indicate:
Currency
Indicate:
Affected
Alternative
Currency Daily
Rate Loan or
Affected
Alternative
Currency Term
Rate Loan
For Affected
Alternative
Currency Term
Rate Loans
Indicate:
Interest Period
(e.g., 1, 3 or 6
month interest
period)
The Borrowing, if any, requested herein complies with the requirements set forth in the Credit Agreement.
QUAKER CHEMICAL CORPORATION
By:
 
Name:
[Type Signatory Name]
Title: [Type
 
Signatory Title]