Attached files
file | filename |
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EX-32.2 - SECTION 906 CFO CERTIFICATION - QUAKER CHEMICAL CORP | exhibit32002.htm |
EX-32.1 - SECTION 906 CEO CERTIFICATION - QUAKER CHEMICAL CORP | exhibit32.htm |
EX-31.2 - SECTION 302 CFO CERTIFICATION - QUAKER CHEMICAL CORP | exhibit31002.htm |
EX-31.1 - SECTION 302 CEO CERTIFICATION - QUAKER CHEMICAL CORP | exhibit31.htm |
10-Q - QUAKER CHEMICAL CORPORATION - QUAKER CHEMICAL CORP | maindocument001.htm |
EXHIBIT 10.1
Execution Version
Bank of America, N.A. Deutsche Bank AG New York Branch
Merrill Lynch, Pierce, Deutsche Bank Securities Inc.
Fenner & Smith Incorporated 60 Wall Street
214 North Tryon Street New York, New York 10005
Charlotte, North Carolina 28255
April 4, 2018
Quaker Chemical Corporation
One Quaker Park, 901 E. Hector Street
Conshohocken, PA 19428-2380
Attention: Ms. Mary Dean Hall, Chief Financial Officer and Treasurer
Project Helios
Amendment to Commitment Letter and Arranger Fee Letter for $1.15 Billion Senior
Secured Credit Facilities
Ladies and Gentlemen:
Reference is hereby made to that certain Commitment Letter (as amended, restated, supplemented, extended or otherwise modified, the “Commitment Letter”; capitalized terms used herein but not defined herein shall have the meaning given such terms in the Commitment Letter) dated as of April 4, 2017 by and among Quaker Chemical Corporation (“you” or the “Company”), Bank of America, N.A. (“Bank of America”), Merrill Lynch, Pierce, Fenner & Smith Incorporated (or any of its designated affiliates, “MLPFS”), Deutsche Bank AG New York Branch (“DBNY”) and Deutsche Bank Securities Inc. (“DBSI” and together with MLPFS, Bank of America and DBNY, collectively, “we” and “us” or the “Commitment Parties”) regarding the arrangement and syndication of senior secured credit facilities in an aggregate principal amount of $1,150,000,000 for the Company and certain of its subsidiaries and the Arranger Fee Letter referred to in the Commitment Letter (the “Arranger Fee Letter”).
Each of the Commitment Parties and the Company agrees to amend:
(a) the last paragraph of the Commitment Letter by extending the outside date that all commitments and undertakings of the Commitment Parties thereunder will expire, to be the earliest of (i) August 4, 2018, unless the Closing Date occurs on or prior thereto, (ii) the closing of the Acquisition without the use of the Senior Credit Facilities, (iii) the date you or any of your affiliates announce, or inform in writing any Commitment Party, that the Acquisition is not proceeding and (iv) the date the Purchase Agreement terminates by its terms without the consummation of the Acquisition;
(b) Section 4 of the Arranger Fee Letter relating to the Alternate Transaction Fee by replacing references in such section to “within 12 months after the date hereof” with references to “prior to August 4, 2018” in lieu thereof;
(c) Paragraph 1 of Exhibit A to the Commitment Letter shall be replaced with the following paragraph:
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“1. The (a) Company will obtain (i) a $600 million aggregate principal amount senior secured term loan facility in U.S. dollars described in Exhibit B to the Commitment Letter (the “U.S. Dollar Term Loan Facility”), and (ii) a $400 million aggregate principal amount revolving credit facility described in Exhibit B to the Commitment Letter (the “Revolving Credit Facility”), and (b) Dutch Borrower will obtain a senior secured term loan facility in Euros in an aggregate principal amount equal to an equivalent of $150 million, as further described in Exhibit B to the Commitment Letter (the “Euro Term Loan Facility” and, collectively with the U.S. Dollar Term Loan Facility, the “Term Loan Facilities” and the Term Loan Facilities collectively with the Revolving Credit Facility, the “Senior Credit Facilities”).”; and
(d) Exhibit B to the Commitment Letter shall be replaced with that certain Credit Agreement executed by Bank of America as Administrative Agent, the Company and the other parties thereto and placed into escrow on or about June 30, 2017 (with such changes thereto as may be agree to by the parties thereto, the “Escrowed Agreement”); and all references to “Exhibit B” or the “Term Sheet” shall instead be a reference to the Escrowed Agreement.
The amendment provided herein is granted for the limited purposes set forth herein. None of the terms or conditions of this amendment letter may be changed, modified, waived or canceled, except by writing signed by the parties hereto specifying such change, modification, waiver or cancellation.
This amendment letter shall be governed by, and construed in accordance with, the laws of the State of New York.
We are pleased to have the opportunity to work with you in connection with the important financing.
Very truly yours,
BANK OF AMERICA, N.A.
By: /s/ Kevin Dobosz
Name: Kevin Dobosz
Title: Senior Vice President
MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED
By: /s/ David B. Stith
Name: David B. Stith
Title: Managing Director
DEUTSCHE BANK AG NEW YORK BRANCH
By: /s/ Alvin Varughese
Name: Alvin Varughese
Title: Director
By: /s/ Michael Busam
Name: Michael Busam
Title: Director
DEUTSCHE BANK SECURITIES INC.
By: /s/ Alvin Varughese
Name: Alvin Varughese
Title: Director
By: /s/ Michael Busam
Name: Michael Busam
Title: Director
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ACCEPTED AND AGREED TO
AS OF THE DATE FIRST ABOVE WRITTEN:
QUAKER CHEMICAL CORPORATION
By: /s/ Mary Dean Hall
Name: Mary Dean Hall
Title: VP, CFO & Treasurer
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