Exhibit 10.1


 





AMENDMENT NO. 1 TO AMENDED AND RESTATED
CREDIT AGREEMENT


 


THIS AMENDMENT NO.
1 TO AMENDED AND RESTATED CREDIT AGREEMENT (this “Amendment”) is made and entered into as of May 23, 2017
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”).


 


W I T N E S S E T H:


 


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 certain amendments 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 as follows:


 


(a)       Section
1.01 of the Credit Agreement is amended by adding the following defined terms in their respective proper alphabetical order:


 


““Bail-In
Action” means the exercise of any Write-Down and Conversion Powers by the applicable EEA Resolution Authority in respect
of any liability of an EEA Financial Institution.”


 


““Bail-In
Legislation” means, with respect to any EEA Member Country implementing Article 55 of Directive 2014/59/EU of the European
Parliament and of the Council of the European Union, the implementing law for such EEA Member Country from time to time which is
described in the EU Bail-In Legislation Schedule.”


 


““EEA
Financial Institution” means (a) any credit institution or investment firm established in any EEA Member Country which
is subject to the supervision of an EEA Resolution Authority, (b) any entity established in an EEA Member Country which is a parent
of an institution described in clause (a) of this definition, or (c) any financial institution established in an EEA Member Country
which is a Subsidiary of an institution described in clauses (a) or (b) of this definition and is subject to consolidated supervision
with its parent.”


 


““EEA Member Country”
means any of the member states of the European Union, Iceland, Liechtenstein, and Norway.”


 






     


     


    

 


““EEA Resolution
Authority” means any public administrative authority or any person entrusted with public administrative authority of
any EEA Member Country (including any delegee) having responsibility for the resolution of any EEA Financial Institution.”


 


““EU Bail-In Legislation
Schedule” means the EU Bail-In Legislation Schedule published by the Loan Market Association (or any successor person),
as in effect from time to time.”


 


““Write-Down
and Conversion Powers” means, with respect to any EEA Resolution Authority, the write-down and conversion powers of such
EEA Resolution Authority from time to time under the Bail-In Legislation for the applicable EEA Member Country, which write-down
and conversion powers are described in the EU Bail-In Legislation Schedule.”


 


(b)       The
following definitions in Section 1.01 of the Credit Agreement are hereby amended and restated in their entirety such that
after giving effect to this Amendment, such definitions shall read as follow:


 


““Defaulting
Lender” means, subject to Section 2.17(b), any Lender that (a) has failed to (i) fund all or any portion of its
Loans within two Business Days of the date such Loans were required to be funded hereunder unless such Lender notifies the Administrative
Agent and the Company in writing that such failure is the result of such Lender’s determination that one or more conditions
precedent to funding (each of which conditions precedent, together with any applicable default, shall be specifically identified
in such writing) has not been satisfied, or (ii) pay to the Administrative Agent, the L/C Issuer, the Swing Line Lender or any
other Lender any other amount required to be paid by it hereunder (including in respect of its participation in Letters of Credit
or Swing Line Loans) within two Business Days of the date when due, (b) has notified the Company, the Administrative Agent, the
L/C Issuer or the Swing Line Lender in writing that it does not intend to comply with its funding obligations hereunder, or has
made a public statement to that effect (unless such writing or public statement relates to such lender’s obligation to fund
a Loan hereunder and states that such position is based on such Lender’s determination that a condition precedent to funding
(which condition precedent, together with any applicable default, shall be specifically identified in such writing or public statement)
cannot be satisfied), (c) has failed, within three Business Days after written request by the Administrative Agent or the Company,
to confirm in writing to the Administrative Agent and the Company that it will comply with its prospective funding obligations
hereunder (provided that such Lender shall cease to be a Defaulting Lender pursuant to this clause (c) upon receipt of such written
confirmation by the Administrative Agent and the Company), or (d) has, or has a direct or indirect parent company that has, (i)
become the subject of a proceeding under any Debtor Relief Law, (ii) had appointed for it a receiver, custodian, conservator, trustee,
administrator, assignee for the benefit of creditors or similar Person charged with reorganization or liquidation of its business
or assets, including the Federal Deposit Insurance Corporation or any other state or federal regulatory authority acting in such
a capacity or (iii) become the subject of a Bail-In Action; provided that a Lender shall not be a Defaulting Lender solely by virtue
of the ownership or acquisition of any Equity Interest in that Lender or any direct or indirect parent company thereof by a Governmental
Authority so long as such ownership interest does not result in or provide such Lender with immunity from the jurisdiction of courts
within the United States or from the enforcement of judgments or writs of attachment on its assets or permit such Lender (or such
Governmental Authority) to reject, repudiate, disavow or disaffirm any contracts or agreements made with such Lender. Any determination
by the Administrative Agent that a Lender is a Defaulting Lender under any one or more of clauses (a) through (d) above, and of
the effective date of such status, shall be conclusive and binding absent manifest error, and such Lender shall be deemed to be
a Defaulting Lender (subject to Section 2.17(b)) as of the date established therefor by the Administrative Agent in a written
notice of such determination, which shall be delivered by the Administrative Agent to the Company, the L/C Issuer, the Swing Line
Lender and each other Lender promptly following such determination.”


 






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““Maturity
Date” means June 14, 2019; provided, however, that if such date is not a Business Day, the Maturity Date
shall be the next preceding Business Day.”


 


(c)       The
definition of “Eurocurrency Rate” in Section 1.01 of the Credit Agreement is hereby amended by (1) replacing
references to “Reuters” therein with references to “Bloomberg” in lieu thereof and (2) by adding the following
proviso to the end of such definition:


 


“provided
and if the Eurocurrency Rate shall be less than zero, such rate shall be deemed zero for purposes of this Agreement (including
the calculation of the Base Rate in accordance with clause (b) above and the definition thereof).”


 


(d)       The
following new Section 5.21 is added to the Credit Agreement:


 


“5.21
EEA Financial Institutions. No Loan Party is an EEA Financial Institution.”


 


(e)       Section
2.17(a)(iv) of the Credit Agreement is amended by deleting the last sentence of each such subsection and replacing such sentence
in each such subsection with the following: “Subject to Section 10.21, no reallocation hereunder shall constitute
a waiver or release of any claim of any party hereunder against a Defaulting Lender arising from that Lender having become a Defaulting
Lender, including any claim of a Non-Defaulting Lender as a result of such Non-Defaulting Lender’s increased exposure following
such reallocation.”


 


(f)       The
following new Section 10.21 is added to the Credit Agreement:


 


“10.21Acknowledgement
and Consent to Bail-In of EEA Financial Institutions. Notwithstanding anything to the contrary in any Loan Document or in any
other agreement, arrangement or understanding among any such parties, each party hereto acknowledges that any liability of any
EEA Financial Institution arising under any Loan Document, to the extent such liability is unsecured, may be subject to the write-down
and conversion powers of an EEA Resolution Authority and agrees and consents to, and acknowledges and agrees to be bound by:


 


(a)               
the application of any Write-Down and Conversion Powers by an EEA Resolution Authority to
any such liabilities arising hereunder which may be payable to it by any Lender or L/C Issuer that is an EEA Financial Institution;
and


 


(b)              
the effects of any Bail-In Action on any such liability, including, if applicable:


 


(i)                
a reduction in full or in part or cancellation of any such liability;


 


(ii)              
a conversion of all, or a portion of, such liability into shares or other instruments of ownership
in such EEA Financial Institution, its parent undertaking, or a bridge institution that may be issued to it or otherwise conferred
on it, and that such shares or other instruments of ownership will be accepted by it in lieu of any rights with respect to any
such liability under this Agreement or any other Loan Document; or


 


(iii)            
the variation of the terms of such liability in connection with the exercise of the write-down
and conversion powers of any EEA Resolution Authority.”


 






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2.       Effectiveness;
Conditions Precedent.


 


The effectiveness of
this Amendment and the amendments 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).


 


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) 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 (ii) 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.


 


4.       Entire
Agreement. This Amendment is a Loan Document. This Amendment, together with all the other Loan Documents (collectively,
the “Relevant Documents”), sets forth the entire understanding and agreement of the parties hereto in relation
to the subject matter hereof and supersedes any prior negotiations and agreements among the parties relating to such subject matter.
No promise, condition, representation or warranty, express or implied, not set forth in the Relevant Documents shall bind any party
hereto, and no such party has relied on any such promise, condition, representation or warranty. Each of the parties hereto acknowledges
that, except as otherwise expressly stated in the Relevant Documents, no representations, warranties or commitments, express or
implied, have been made by any party to the other in relation to the subject matter hereof or thereof. None of the terms or conditions
of this Amendment may be changed, modified, waived or canceled orally or otherwise, except in writing and in accordance with Section
10.01 of the Credit Agreement.


 


5.       Full
Force and Effect of Credit Agreement. Except as hereby specifically amended, modified or supplemented, the Credit Agreement
is hereby confirmed and ratified in all respects and shall be and remain in full force and effect according to its respective terms.


 






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6.       Governing
Law. This Amendment shall in all respects be governed by, and construed in accordance with, the laws of the State of New
York, and shall be further subject to the provisions of Sections 10.14 and 10.15 of the Credit Agreement.


 


7.       Enforceability.
Should any one or more of the provisions of this Amendment be determined to be illegal or unenforceable as to one or more of the
parties hereto, all other provisions nevertheless shall remain effective and binding on the parties hereto.


 


8.       References;
Interpretation. All references in any of the Loan Documents to the “Credit Agreement” shall mean the Credit
Agreement, as amended hereby. The rules of interpretation set forth in Section 1.02 of the Credit Agreement shall be applicable
to this Amendment.


 


9.       Successors
and Assigns. This Amendment shall be binding upon and inure to the benefit of each Borrower, the Administrative Agent and
each of the Lenders, and their respective successors, legal representatives, and assignees to the extent such assignees are permitted
assignees as provided in Section 10.06 of the Credit Agreement.


 


10.       No
Novation; Reaffirmation. Neither the execution and delivery of this Amendment nor the consummation of any other transaction
contemplated hereunder is intended to constitute a novation of the Credit Agreement or of any of the other Loan Documents or any
obligations thereunder. Each Borrower hereby (i) affirms and confirms each of the Loan Documents to which it is a party and its
joint and several Obligations thereunder, (ii) affirms that it has the right, power and authority and has taken all necessary corporate
and other action to authorize the execution, delivery and performance of this Amendment and (iii) agrees that, notwithstanding
the effectiveness of this Amendment, each Loan Document shall continue to be in full force and effect.


 


11.       Counterparts.
This Amendment may be executed in any number of counterparts, each of which shall be deemed an original as against any party whose
signature appears thereon, and all of which shall together constitute one and the same instrument. Delivery of an executed counterpart
of a signature page of this Amendment by telecopy or other electronic means (including .pdf) shall be effective as delivery of
a manually executed counterpart of this Amendment.


 


12.       FATCA.
For purposes of determining withholding Taxes imposed under the Foreign Account Tax Compliance Act (FATCA), from and after the
effective date of the Amendment, each Borrower and the Administrative Agent shall treat (and the Lenders hereby authorize the Administrative
Agent to treat) the Credit Agreement as not qualifying as a "grandfathered obligation" within the meaning of Treasury
Regulation Section 1.1471-2(b)(2)(i).


 


[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/          Mary Dean Hall	 
	 	 	Name:	Mary Dean Hall	 
	 	 	Title:	VP, CFO & Treasurer	 
	 	 	 	 	 
	 	By:	/s/          Robert T. Traub	 
	 	 	Name:	Robert T. Traub	 
	 	 	Title:	VP & General Counsel	 
	 	 	 	 	 
	 	QUAKER CHEMICAL CORPORATION	 
	 	(a Delaware corporation)	 
	 	 	 	 	 
	 	By:	/s/          Mary Dean Hall	 
	 	 	Name:	Mary Dean Hall	 
	 	 	Title:	President	 
	 	 	 	 	 
	 	EPMAR CORPORATION	 
	 	 	 	 
	 	By:	 /s/          Mary Dean Hall	 
	 	 	Name:	Mary Dean Hall	 
	 	 	Title:	Treasurer & CFO	 
	 	 	 	 	 
	 	QUAKER CHEMICAL B.V.	 
	 	 	 	 
	 	By:	/s/          Mary Dean Hall	 
	 	 	Name:	Mary Dean Hall	 
	 	 	Title:	Supervisory Director	 
	 	 	 	 	 
	 	QUAKER CHEMICAL EUROPE B.V.	 
	 	 	 	 	 
	 	By:	/s/          D. Jeffry Benoliel	 
	 	 	Name:	D. Jeffry Benoliel	 
	 	 	Title:	Supervisory Director	 


 






    
Quaker Chemical Corporation
Amendment No. 1 to Credit Agreement
Signature Page



     


    

 





	 	bank of america, n.a., as Administrative Agent	 
	 	 	 
	 	By: 	/s/ Angela Larkin	 
	 	Name: 	Angela Larkin	 
	 	Title: 	Assistant Vice President 	 


 


 




    
Quaker Chemical Corporation
Amendment No. 1 to Credit Agreement
Signature Page



     


    

 


	 	bank of america, n.a., as a Lender, L/C Issuer and Swing Line Lender	 
	 	 	 
	 	By: 	/s/ Kevin Dobosz	 
	 	Name: 	Kevin Dobosz	 
	 	Title: 	Senior Vice President	 


 




    
Quaker Chemical Corporation
Amendment No. 1 to Credit Agreement
Signature Page



     


    

 


	 	Citizens bank of pennsylvania	 
	 	 	 
	 	By: 	/s/ Hassan Shakeel	 
	 	Name: 	Hassan Shakeel	 
	 	Title: 	Assistant Vice President	 



 




    
Quaker Chemical Corporation
Amendment No. 1 to Credit Agreement
Signature Page



     


    

 


	 	PNC BANK, NATIONAL ASSOCIATION	 
	 	 	 
	 	By: 	/s/ Daniel V. Borelli	 
	 	Name: 	Daniel V. Borelli	 
	 	Title: 	Senior Vice President	 


 




    
Quaker Chemical Corporation
Amendment No. 1 to Credit Agreement
Signature Page



     


    

 


	 	HSBC BANK USA, National association	 
	 	 	 
	 	By: 	/s/ Carol Castle                                             21491	 
	 	Name: 	Carol Castle	 
	 	Title: 	Global Relationship Manager	 



 




    
Quaker Chemical Corporation
Amendment No. 1 to Credit Agreement
Signature Page



     


    

 


	 	WELLS FARGO bank, N.A.	 
	 	 	 
	 	By: 	/s/ Kimberly Langton	 
	 	Name: 	Kimberly Langton	 
	 	Title: 	Vice President	 



 




    
Quaker Chemical Corporation
Amendment No. 1 to Credit Agreement
Signature Page



     


    

 


	 	SANTANDER BANK, N.A.	 
	 	 	 
	 	By: 	/s/ Nancy S. Krewson	 
	 	Name: 	Nancy S. Krewson	 
	 	Title: 	Senior Vice President	 



 




    
Quaker Chemical Corporation
Amendment No. 1 to Credit Agreement
Signature Page



     


    

 


	 	JPMORGAN CHASE BANK, NATIONAL ASSOCIATION	 
	 	 	 
	 	By: 	/s/ Anthony Galea	 
	 	Name: 	Anthony Galea	 
	 	Title: 	Executive Director	 





 




    
Quaker Chemical Corporation
Amendment No. 1 to Credit Agreement
Signature Page