Assignors or multiple
Assignees.
3
Select as applicable.
A-1-1
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3.
Borrowers: PQ Corporation and Eco Services Operations Corp.
4.
Administrative Agent: Credit Suisse AG, Cayman Islands Branch, as
administrative agent under the Credit Agreement
5.
Credit Agreement: That certain New Term Loan Credit Agreement dated as of
July 22, 2020 (as amended, restated, amended and restated, supplemented or
otherwise modified and in effect on the date hereof, the "Credit Agreement"), by
and among, PQ Corporation, a Pennsylvania corporation (the "Parent Borrower"),
Eco Services Operations Corp., a Delaware corporation ("Eco Services" and
together with Parent Borrower, collectively, the "Borrowers" and each, a
"Borrower"), CPQ Midco I Corporation, a Delaware corporation, the Lenders from
time to time party thereto, Credit Suisse AG, Cayman Islands Branch, in its
capacities as administrative agent and collateral agent for the Lenders.
6.
Assigned Interest:
Aggregate Amount of
Commitment/Loans
Class of
Loans
Assigned
Amount of
Commitment/Loans
Assigned4
Percentage Assigned of
Commitment/Loans under
Relevant Class5
CUSIP Number
$
$
%
$
$
%
$
$
%
Effective Date: [] [], 20[] [TO BE INSERTED BY THE ADMINISTRATIVE AGENT AND
WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER
THEREFOR].
7.
THE PARTIES HERETO ACKNOWLEDGE THAT ANY ASSIGNMENT TO ANY DISQUALIFIED
INSTITUTION WITHOUT OBTAINING THE REQUIRED CONSENT OF THE PARENT BORROWER OR, TO
THE EXTENT THE PARENT BORROWER'S CONSENT IS REQUIRED UNDER SECTION 9.05 OF THE
CREDIT AGREEMENT, TO ANY OTHER PERSON, SHALL BE NULL AND VOID, AND THE BORROWERS
SHALL BE ENTITLED TO SEEK SPECIFIC PERFORMANCE TO UNWIND ANY SUCH ASSIGNMENT IN
ADDITION TO INJUNCTIVE RELIEF OR ANY OTHER REMEDIES AVAILABLE TO THE BORROWERS
AT LAW OR IN EQUITY.
[Signature Page Follows]
4
Not to be less than (x) $1,000,000 in the case of Initial Term Loans, Additional
Term Loans, Initial Term Commitments and Additional Term Commitments and (y)
$5,000,000 in the case of Additional Revolving Loans or Additional Revolving
Commitments unless the Parent Borrower and the Administrative Agent otherwise
consent.
5
Set forth, to at least 9 decimals, as a percentage of the Commitment/Loans of
all Lenders thereunder.
A-1-2
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The terms set forth in this Assignment and Assumption are hereby agreed to:
ASSIGNOR [NAME OF ASSIGNOR] By:
Name:
Title:
A-1-3
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☐
ASSIGNEE HAS EXAMINED THE LIST OF DISQUALIFIED INSTITUTIONS AND (I) REPRESENTS
AND WARRANTS THAT (A) IT IS NOT IDENTIFIED ON SUCH LIST AND (B) IT IS NOT AN
AFFILIATE OF ANY INSTITUTION IDENTIFIED ON SUCH LIST [(OTHER THAN, IN THE CASE
OF THIS CLAUSE (B), A BONA FIDE DEBT FUND)]6 AND (II) ACKNOWLEDGES THAT ANY
ASSIGNMENT MADE TO AN AFFILIATE OF A DISQUALIFIED INSTITUTION (OTHER THAN A BONA
FIDE DEBT FUND) SHALL BE SUBJECT TO SECTION 9.05 OF THE CREDIT AGREEMENT.7
ASSIGNEE [NAME OF ASSIGNEE] By:
Name:
Title:
Consented to and Accepted: CREDIT SUISSE AG, CAYMAN ISLANDS BRANCH, as
Administrative Agent8 By:
Name:
Title: By:
Name:
Title:
6
Insert bracketed language if Assignee is a Bona Fide Debt Fund and not otherwise
identified on the list of Disqualified Institutions.