AMENDMENT NO. 6 TO AMENDED AND RESTATED CREDIT AGREEMENT
EXHIBIT 10.1
EXECUTION VERSION
AMENDMENT NO. 6 TO AMENDED AND RESTATED CREDIT AGREEMENT
THIS AMENDMENT NO. 6 TO AMENDED AND RESTATED CREDIT AGREEMENT (this “Amendment”) is made and entered into as of July 11, 2019 by and among QUAKER CHEMICAL CORPORATION, a Pennsylvania corporation (the “Company”), certain Subsidiaries of the Company party hereto (each a “Designated Borrower” and, together with the Company, the “Borrowers” and, each a “Borrower”), each lender party hereto (collectively, the “Lenders” and individually, a “Lender”), and BANK OF AMERICA, N.A., as Administrative Agent (in such capacity, the “Administrative Agent”).
WHEREAS, the Borrowers, Bank of America, N.A., as administrative agent, and the lenders from time to time party thereto have entered into that certain Amended and Restated Credit Agreement dated as of June 14, 2013 (as amended, amended and restated, supplemented or otherwise modified from time to time, the “Credit Agreement”; all capitalized terms not otherwise defined herein shall have the meaning given thereto in the Credit Agreement);
WHEREAS, the Borrowers have requested that the Administrative Agent and each of the Lenders agree to that certain amendment to the Credit Agreement as set forth herein, and the Administrative Agent and each of the Lenders, subject to the terms and conditions contained herein, are willing to effect such amendment and modification on the terms and conditions contained in this Amendment; and
WHEREAS, the Borrowers are willing to execute and deliver this Amendment;
NOW, THEREFORE, in consideration of the premises and the terms hereof, the parties hereto agree as follows:
1. Amendment to Credit Agreement. Subject to the terms and conditions set forth herein, the Credit Agreement is hereby amended by amending and restating the definition of “Maturity Date” contained in Section 1.01 of the Credit Agreement in its entirety such that after giving effect to this Amendment, such definition shall read as follows:
“‘Maturity Date’ means August 31, 2020; provided, however, that if such date is not a Business Day, the Maturity Date shall be the next preceding Business Day.”
2. Effectiveness; Conditions Precedent.
The effectiveness of this Amendment and the amendment to the Credit Agreement provided in Section 1 hereof are subject to the satisfaction of the following conditions precedent:
(a) The Administrative Agent shall have received counterparts of this Amendment, duly executed by the Borrowers, the Administrative Agent and each of the Lenders, which counterparts may be delivered by telefacsimile or other electronic means (including .pdf), but such delivery will be promptly followed by the delivery of original signature pages by each Person party hereto unless waived by the Administrative Agent; and
(b) All fees and expenses payable to the Administrative Agent (including the fees and expenses of counsel to the Administrative Agent to the extent due and payable under Section 10.04(a) of the Credit Agreement) estimated to date and for which invoices have been presented a reasonable period of time prior to the effectiveness hereof shall have been paid in full (without prejudice to final settling of accounts for such fees and expenses).
For purposes of determining compliance with the conditions specified in this Section 2, each Lender that has signed this Amendment shall be deemed to have consented to, approved or accepted or to be satisfied with, each document or other matter required hereunder to be consented to or approved by or acceptable or satisfactory to a Lender unless the Administrative Agent shall have received notice from such Lender prior to the date hereof specifying its objection thereto.
3. Representations and Warranties.
In order to induce the Administrative Agent and the Lenders to enter into this Amendment, each Borrower represents and warrants to the Administrative Agent and the Lenders as follows:
(a) The representations and warranties made by such Borrower in Article V of the Credit Agreement are, in each case, true and correct in all material respects on and as of the date hereof, except that (i) in the case of the representations and warranties qualified or modified as to materiality in the text thereof, such representations and warranties shall be true and correct in all respects, (ii) to the extent that such representations and warranties expressly relate to an earlier date, in which case they are true and correct in all material respects as of such earlier date and (iii) the representations and warranties contained in subsections (a) and (b) of Section 5.05 of the Credit Agreement shall be deemed to refer to the most recent statements furnished pursuant to subsections (a) and (b), respectively, of Section 6.01 of the Credit Agreement;
(b) This Amendment has been duly authorized, executed and delivered by such Borrower, and constitutes a legal, valid and binding obligation of such Borrower, except as may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws relating to or limiting creditors’ rights generally or by equitable principles relating to enforceability; and
(c) Both before and after giving effect to this Amendment, no Default or Event of Default has occurred and is continuing.
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[Remainder of page is intentionally left blank; signature pages follow.]
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IN WITNESS WHEREOF, the parties have duly executed this Amendment on the day and year first written above.
BORROWERS: | ||
QUAKER CHEMICAL CORPORATION | ||
(a Pennsylvania corporation) | ||
By: | /s/ Xxxx Xxxx Xxxx | |
Name: | Xxxx Xxxx Xxxx | |
Title: | VP, CFO & Treasurer | |
By: | /s/ Xxxxxx X. Xxxxx | |
Name: | Xxxxxx X. Xxxxx | |
Title: | VP, General Counsel & Corporate Secretary | |
QUAKER CHEMICAL CORPORATION | ||
(a Delaware corporation) | ||
By: | /s/ Xxxx Xxxx Xxxx | |
Name: | Xxxx Xxxx Xxxx | |
Title: | VP, CFO & Treasurer | |
EPMAR CORPORATION | ||
By: | /s/ Xxxx Xxxx Xxxx | |
Name: | Xxxx Xxxx Xxxx | |
Title: | VP, CFO & Treasurer | |
QUAKER CHEMICAL B.V. | ||
By: | /s/ Xxxx Xxxx Xxxx | |
Name: | Xxxx Xxxx Xxxx | |
Title: | VP, CFO & Treasurer | |
QUAKER CHEMICAL EUROPE B.V. | ||
By: | /s/ Xxxx Xxxx Xxxx | |
Name: | Xxxx Xxxx Xxxx | |
Title: | VP, CFO & Treasurer |
Quaker Chemical Corporation
Amendment No. 6 to Credit Agreement
Signature Page
bank of america, n.a., as Administrative Agent | ||
By: | /s/ Xxxxxxxxx Xxxxx | |
Name: | Xxxxxxxxx Xxxxx | |
Title: | Assistant Vice President |
Quaker Chemical Corporation
Amendment No. 6 to Credit Agreement
Signature Page
bank of america, n.a., as a Lender, L/C Issuer and Swing Line Lender | ||
By: | /s/ Xxxxx Xxxxxx | |
Name: | Xxxxx Xxxxxx | |
Title: | Senior Vice President |
Quaker Chemical Corporation
Amendment No. 6 to Credit Agreement
Signature Page
Citizens bank, N.A. | ||
By: | /s/ Xxxxxx Xxxxxxx | |
Name: | Xxxxxx Xxxxxxx | |
Title: | Vice President |
Quaker Chemical Corporation
Amendment No. 6 to Credit Agreement
Signature Page
PNC BANK, NATIONAL ASSOCIATION | ||
By: | /s/ Xxxxxxx X. May | |
Name: | Xxxxxxx X. May | |
Title: | Vice President |
Quaker Chemical Corporation
Amendment No. 6 to Credit Agreement
Signature Page
HSBC BANK USA, National association | ||
By: | /s/ Xxxxxxx Xxxxxxxx | |
Name: | Xxxxxxx Xxxxxxxx | |
Title: | Vice President |
Quaker Chemical Corporation
Amendment No. 6 to Credit Agreement
Signature Page
XXXXX FARGO bank, N.A. | ||
By: | /s/ Xxxxxx X. XxXxxxx, Xx. | |
Name: | Xxxxxx X. XxXxxxx, Xx. | |
Title: | S.V.P. |
Quaker Chemical Corporation
Amendment No. 6 to Credit Agreement
Signature Page
SANTANDER BANK, N.A. | ||
By: | /s/ Xxxx X Xxxxx | |
Name: | Xxxx X Xxxxx | |
Title: | V.P. |
Quaker Chemical Corporation
Amendment No. 6 to Credit Agreement
Signature Page
JPMORGAN CHASE BANK, NATIONAL ASSOCIATION | ||
By: | /s/ Xxxxxxx Xxxxx | |
Name: | Xxxxxxx Xxxxx | |
Title: | Executive Director |
Quaker Chemical Corporation
Amendment No. 6 to Credit Agreement
Signature Page