to time and immediately prior to the date hereof, the "Credit
Agreement"), by and among, PQ Corporation, a Pennsylvania corporation (the "US
Borrower"), the other Borrowers from time to time party thereto, CPQ Midco I
Corporation, a Delaware corporation, the Lenders from time to time party
thereto, Citibank, N.A., in its capacities as administrative agent and
collateral agent for the Lenders.
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].
6.THE PARTIES HERETO ACKNOWLEDGE THAT ANY ASSIGNMENT TO ANY DISQUALIFIED
INSTITUTION WITHOUT OBTAINING THE REQUIRED CONSENT OF THE US BORROWER OR, TO THE
EXTENT THE US BORROWER'S CONSENT IS REQUIRED UNDER SECTION 9.05 OF THE CREDIT
AGREEMENT, TO ANY OTHER PERSON, SHALL BE NULL AND VOID, AND THE US BORROWER
SHALL BE ENTITLED TO SEEK SPECIFIC PERFORMANCE TO UNWIND ANY SUCH ASSIGNMENT IN
ADDITION TO INJUNCTIVE RELIEF OR ANY OTHER REMEDIES AVAILABLE TO THE US BORROWER
AT LAW OR IN EQUITY.
[Signature Page Follows]
US-DOCS\114297851.13
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The terms set forth in this Assignment and Assumption are hereby agreed to:
ASSIGNEE
CITIBANK, N.A.
By:
Name:
Title:
Consented to and Accepted:
CITIBANK, N.A., as Administrative Agent
By:
Name:
Title:
Consented to and Accepted:
PQ CORPORATION,
as US Borrower
By:
Name:
Title:
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STANDARD TERMS AND CONDITIONS FOR
MASTER ASSIGNMENT AND ASSUMPTION AGREEMENT
1.Representations and Warranties.
1.1Assignor. Each Assignor (a) represents and warrants that (i) it is the legal
and beneficial owner of the Assigned Interest transferred by it hereunder,
(ii) such Assigned Interest is free and clear of any lien, encumbrance or other
adverse claim, (iii) its Commitment, and the outstanding balances of its
Revolving Loans, in each case without giving effect to assignments thereof which
have not become effective, are as set forth herein, and (iv) it has full power
and authority, and has taken all action necessary, to execute and deliver this
Assignment and Assumption and to consummate the transactions contemplated
hereby; and (b) makes no representation or warranty and assumes no
responsibility with respect to (i) any statements, warranties or representations
made in or in connection with the Credit Agreement, any other Loan Document or
any other instrument or document furnished pursuant thereto (other than this
Assignment and Assumption) or any collateral thereunder, (ii) the execution,
legality, validity, enforceability, genuineness, sufficiency or value of the
Loan Documents or any collateral thereunder, (iii) the financial condition of
the US Borrower, any of its Restricted Subsidiaries or Affiliates or any other
Person obligated in respect of any Loan Document or (iv) the performance or
observance by Holdings, the US Borrower, any of its Restricted Subsidiaries or
Affiliates or any other Person of any of their respective obligations under any
Loan Document.
1.2Assignee. The Assignee (a) represents and warrants that (i) it is an Eligible
Assignee and has full power and authority, and has taken all action necessary,
to execute and deliver this Assignment and Assumption and to consummate the
transactions contemplated hereby and