Employment Agreement, Effective October 1, 2005 by and between Paul Ferrall and PQ CorporationEmployment Agreement • April 2nd, 2007 • Pq Corp • Chemicals & allied products • Delaware
WHEREAS, pursuant to that certain Agreement and Plan of Merger dated as of December 15, 2004 (the “Merger Agreement”) by and among the Company, Holdings and Niagara Acquisition, Inc., a Delaware corporation and wholly-owned subsidiary of Holdings (“Merger Sub”), Merger Sub was merged with and into PQ, with PQ as the surviving corporation (the “Merger”) effective as of February 11, 2005.
Transition Agreement, Dated November 8, 2006 by and between Michael R. Imbriani and PQ CorporationTransition Agreement • April 2nd, 2007 • Pq Corp • Chemicals & allied products • Pennsylvania
This TRANSITION AGREEMENT AND GENERAL RELEASE (the “Transition Agreement”), entered into by Michael R. Imbriani (“Mr. Imbriani”) and PQ Corporation (the “Company”), a Pennsylvania Corporation and Niagara Holdings, Inc., a Delaware Corporation (“Holdings”) of which the Company is a wholly-owned subsidiary.
THIRD AMENDMENTPq Corp • June 26th, 2007 • Chemicals & allied products • New York
THIRD AMENDMENT, dated as of June 25, 2007 (this “Third Amendment”), to the Credit Agreement, dated as of February 11, 2005 (the “Credit Agreement”), among PQ Corporation, a Delaware corporation (the “Borrower”), Niagara Holdings, Inc., a Delaware corporation (“Holdings”), the Lenders party thereto from time to time, UBS AG, Stamford Branch, as administrative agent (in such capacity, the “Administrative Agent”), JPMorgan Chase Bank, N.A., as syndication agent, Credit Suisse, acting through its Cayman Islands branch (f/k/a Credit Suisse First Boston) and General Electric Capital Corporation, as co-documentation agents, and J.P. Morgan Securities Inc. and UBS Securities LLC, as joint lead arrangers and joint book runners.
AGREEMENT AND PLAN OF MERGER among CPQ Holdings LLC, CPQ Acquisition Corporation, and Niagara Holdings, Inc. Dated as of May 31, 2007Agreement and Plan of Merger • June 4th, 2007 • Pq Corp • Chemicals & allied products • Delaware
Agreement and Plan of Merger, dated as of May 31, 2007 (including the Schedules and Exhibits hereto, this “Agreement”), is by and among CPQ Holdings LLC, a Delaware limited liability company (“Buyer”), CPQ Acquisition Corporation, a Delaware corporation and a wholly-owned subsidiary of Buyer (“Merger Sub”), Niagara Holdings, Inc., a Delaware corporation (the “Company”), and J.P. Morgan Partners (BHCA), L.P., solely in its capacity as Seller Representative (as defined below). Buyer, Merger Sub, the Company, and solely in its capacity as such and to the extent applicable, the Seller Representative, are referred to collectively herein as the “Parties” and each individually as a “Party.”
