Exhibit 10.1


 





Execution Version










AMENDMENT NO. 2 TO AMENDED AND RESTATED
CREDIT AGREEMENT


 


THIS AMENDMENT NO.
2 TO AMENDED AND RESTATED CREDIT AGREEMENT (this “Amendment”) is made and entered into as of May 29, 2018
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 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.	Amendments 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:



 


“‘Beneficial Ownership Certification’
means a certification regarding beneficial ownership required by the Beneficial Ownership Regulation.”


 


 


“‘Beneficial
Ownership Regulation’ means 31 C.F.R. § 1010.230.”


 


“‘Second
Amendment Effective Date’ means May 29, 2018.”


 


		b.	The definition of “Maturity Date” contained in Section 1.01 of the Credit Agreement
is hereby amended and restated in its entirety such that after giving effect to this Amendment, such definition shall read as follows:



 


“‘Maturity
Date’ means October 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 following new Section 5.22 is added to the Credit Agreement:



 






     


     


    

 


“5.22 Beneficial
Ownership Certification. As of the Second Amendment Effective Date, the information included in the Beneficial Ownership Certification,
if applicable, is true and correct in all respects.”


 


		d.	Section 6.2 to the Credit Agreement is hereby amended by:



 


		i.	Deleting the “and” at the end of subsection (e) thereof;



 


		ii.	Amending and restating subsection (f) in its entirety such that after giving effect to this Amendment,
such subsection shall read as follows:



 


“(f)promptly
following any request therefor, provide information and documentation reasonably requested by the Administrative Agent or any Lender
for purposes of compliance with applicable “know your customer” and anti-money-laundering rules and regulations, including,
without limitation, the PATRIOT Act and the Beneficial Ownership Regulation;”; and


 


		iii.	Denoting former subsection (f) as new subsection (g) thereof.



 


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).


 


(c)       Upon
the reasonable request of any Lender made at least 10 days prior to the date hereof, each Borrower shall have provided to such
Lender, and such Lender shall be reasonably satisfied with, the documentation and other information so requested in connection
with applicable “know your customer” and anti-money-laundering rules and regulations, including, without limitation,
the PATRIOT Act, in each case at least 5 days prior to the date hereof.


 


(d)       At
least 5 days prior to the date hereof, any Borrower that qualifies as a “legal entity customer” under the Beneficial
Ownership Regulation shall deliver, to each Lender that so requests, a Beneficial Ownership Certification in relation to such Borrower.


 


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.


 



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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.


 


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.


 


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.


 



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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: 	CFO
	 	 	 	 	 
	 	 	By:	/s/
Robert T. Traub 
	 	 	 	Name: 	Robert T. Traub
	 	 	 	Title: 	General Counsel
	 	 	 	 	 
	 	 	QUAKER CHEMICAL CORPORATION
	 	 	(a Delaware corporation)
	 	 	 
	 	 	By:	/s/ Mary Dean Hall 
	 	 	 	Name: 	Mary Dean Hall
	 	 	 	Title: 	CFO
	 	 	 	 	 
	 	 	EPMAR CORPORATION
	 	 	 
	 	 	By:	/s/ Mary Dean Hall 
	 	 	 	Name: 	Mary Dean Hall
	 	 	 	Title: 	CFO
	 	 	 	 	 
	 	 	QUAKER CHEMICAL B.V.
	 	 	 
	 	 	By:	/s/
Mary Dean Hall 
	 	 	 	Name: 	Mary Dean Hall
	 	 	 	Title: 	CFO
	 	 	 	 	 
	 	 	QUAKER CHEMICAL EUROPE B.V.
	 	 	 
	 	 	By:	/s/
Mary Dean Hall 
	 	 	 	Name:	 Mary Dean Hall
	 	 	 	Title:	 CFO







 


 


 







    	Quaker Chemical Corporation
Amendment No. 2 to Credit Agreement
Signature Page




    	 



    

 





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







 


 


 




    	Quaker Chemical Corporation
Amendment No. 2 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. 2 to Credit Agreement
Signature Page




    	 



    

 



 





	 	Citizens bank of pennsylvania
	 	 	 
	 	By: 	/s/ Hassan Shakeel
	 	Name:	Hassan Shakeel
	 	Title:	Vice President, Portfolio Management







 





 


 





 



 




    	Quaker Chemical Corporation
Amendment No. 2 to Credit Agreement
Signature Page




    	 



    

 



 





	 	PNC BANK, NATIONAL ASSOCIATION
	 	 	 
	 	By:	/s/ Brendan H. May
	 	Name:	Brendan H. May
	 	Title:	Vice President










 


 





 



 




    	Quaker Chemical Corporation
Amendment No. 2 to Credit Agreement
Signature Page




    	 



    

 






 


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









 


 


 


 







    	Quaker Chemical Corporation
Amendment No. 2 to Credit Agreement
Signature Page




    	 



    

 



 





	 	WELLS FARGO bank, N.A. 
	 	 	 
	 	By: 	/s/ Joseph J. DeMarco Jr.
	 	Name:	Joseph J. DeMarco
Jr.
	 	Title: 	Senior Vice President







 





 


 





 





    	Quaker Chemical Corporation
Amendment No. 2 to Credit Agreement
Signature Page




    	 



    

 





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







 





 


 





 





    	Quaker Chemical Corporation
Amendment No. 2 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. 2 to Credit Agreement
Signature Page