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]