0001193125-17-257362 Sample Contracts

SECOND AMENDMENT AGREEMENT
Second Amendment Agreement • August 14th, 2017 • PQ Group Holdings Inc. • Chemicals & allied products • New York

SECOND AMENDMENT AGREEMENT dated as of August 7, 2017 (this “Second Amendment”) to the Term Loan Credit Agreement dated as of May 4, 2016 (as amended by the First Amendment Agreement, dated as of November 14, 2016, and as further amended, restated, amended and restated, supplemented or otherwise modified from time to time and immediately prior to the Second Amendment Effective Date (as defined below), the “Credit Agreement”), among PQ Corporation, a Pennsylvania corporation (the “Borrower’), CPQ Midco I Corporation, a Delaware corporation (“Holdings”), the Guarantors, Citibank, N.A., as an Additional Term Lender (as defined below) and Credit Suisse AG, Cayman Islands Branch, as administrative agent (the “Administrative Agent”) and as collateral agent.

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AMENDMENT TO ZEOLYST ENTERPRISES JOINT VENTURE PARTNERSHIP BETWEEN PQ CORPORATION AND SHELL POLYMERS AND CATALYSTS ENTERPRISES INC. DATED FEBRUARY 1, 1988
PQ Group Holdings Inc. • August 14th, 2017 • Chemicals & allied products

Pursuant to Paragraph 20.1 of the above referenced Agreement, Paragraph 9.2(ix) of the same Agreement is deleted in its entirety and replaced with the following:

AMENDMENT PARTNERSHIP AGREEMENT ZEOLYST ENTERPRISES
Partnership Agreement • August 14th, 2017 • PQ Group Holdings Inc. • Chemicals & allied products
PARTNERSHIP AGREEMENT By and Between SHELL POLYMERS AND CATALYSTS ENTERPRISES INC. and PQ CORPORATION
Agreement • August 14th, 2017 • PQ Group Holdings Inc. • Chemicals & allied products • Kansas

THIS AGREEMENT is entered into as of February 1, 1988, by and between Shell Polymers and Catalysts Enterprises Inc., a Delaware corporation (“SPACE”), and PQ Corporation, a Pennsylvania corporation (“PQ”). Each of SPACE and PQ is sometimes referred to herein as “Partner”, and collectively they are sometimes referred to as “Partners.”

SECOND AMENDMENT TO PARTNERSHIP AGREEMENT OF ZEOLYST INTERNATIONAL
Partnership Agreement • August 14th, 2017 • PQ Group Holdings Inc. • Chemicals & allied products
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