NIAGARA ACQUISITION, INC. to be merged with and into PQ CORPORATION, as the Issuer the Guarantors named herein and WELLS FARGO BANK, NATIONAL ASSOCIATION, as TrusteeIndenture • June 13th, 2005 • PQ Systems INC • New York
INDENTURE dated as of February 11, 2005 between Niagara Acquisition, Inc., a Delaware corporation which will be merged with and into PQ Corporation, a Pennsylvania corporation, with PQ Corporation continuing as the surviving corporation (the “Issuer”), the Guarantors (as defined herein) and Wells Fargo Bank, National Association, as trustee (the “Trustee”).
CREDIT AGREEMENT Dated as of February 11, 2005, Among NIAGARA HOLDINGS, INC., NIAGARA ACQUISITION, INC., as Borrower, THE LENDERS PARTY HERETO, UBS AG, Stamford Branch, as Administrative Agent, JPMORGAN CHASE BANK, N.A., as Syndication Agent, CREDIT...Credit Agreement • June 13th, 2005 • PQ Systems INC • New York
CREDIT AGREEMENT dated as of February 11, 2005 (this “Agreement”), among NIAGARA ACQUISITION, INC., a Delaware corporation (the “Borrower”), NIAGARA HOLDINGS, INC., a Delaware corporation (“Holdings”), the LENDERS party hereto 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 (in such capacity, the “Syndication Agent”), CREDIT SUISSE FIRST BOSTON, acting through its Cayman Islands branch and GENERAL ELECTRIC CAPITAL CORPORATION, as co-documentation agents (in such capacity, each a “Co-Documentation Agent,” and collectively, the “Co-Documentation Agents”), and J.P. MORGAN SECURITIES INC. and UBS SECURITIES LLC as joint lead arrangers and joint book runners (in such capacities, the “Joint Lead Arrangers”).
EMPLOYMENT AGREEMENT BETWEEN PQ CORPORATION AND MICHAEL R. BOYCE FEBRUARY 11, 2005Employment Agreement • November 25th, 2005 • PQ Systems INC • 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.
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • June 13th, 2005 • PQ Systems INC • New York
Niagara Acquisition, Inc., a Delaware corporation (the “Company”), proposes to issue and sell to Credit Suisse First Boston LLC (“CSFB”), J.P. Morgan Securities Inc. (“JPMorgan”) and UBS Securities LLC (collectively, the “Initial Purchasers”), upon the terms set forth in a purchase agreement of even date herewith (the “Purchase Agreement”), $275,000,000 aggregate principal amount of its 7½% Senior Subordinated Notes due 2013 (the “Initial Securities”) to be unconditionally guaranteed (the “Guaranties”) by each of the guarantors listed in Schedule I hereto (collectively, the “Guarantors”). The Initial Securities will be issued pursuant to an Indenture, dated as of February 11, 2005, (the “Indenture”) among the Company, the Guarantors and Wells Fargo Bank, National Association (the “Trustee”). As an inducement to the Initial Purchasers to enter into the Purchase Agreement, the Company and the Guarantors have agreed to enter into this Agreement. Immediately following the consummation of t
SECOND AMENDMENTCredit Agreement • April 13th, 2006 • PQ Systems INC • Chemicals & allied products • New York
SECOND AMENDMENT, dated as of November 17, 2005 (this “Second 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 hereto 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 First Boston, acting through its Cayman Islands branch 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.
FIRST AMENDMENTCredit Agreement • April 13th, 2006 • PQ Systems INC • Chemicals & allied products • New York
FIRST AMENDMENT, dated as of October 28, 2005 (this “First 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 hereto 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 First Boston, acting through its Cayman Islands branch 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.
EXECUTIVE CHANGE IN CONTROL AGREEMENTExecutive Change in Control Agreement • June 13th, 2005 • PQ Systems INC • Pennsylvania
THIS EXECUTIVE CHANGE IN CONTROL AGREEMENT (the “Agreement”) is made by and between PQ Corporation and its wholly owned subsidiary, Potters Industries, Inc. (collectively the “Employer”), and Michael R. Imbriani (the “Employee”), dated as of the 15th day of August, 2000.
ContractFee Agreement • April 13th, 2006 • PQ Systems INC • Chemicals & allied products • New York
THIS FEE AGREEMENT (this “Agreement”) is made as of February 11, 2005, and is effective as of the Effective Time (as defined below), by and among Niagara Holdings, Inc., a Delaware corporation ( “Holdings”), PQ Corporation, a Pennsylvania corporation (“PQ”), and Peak Investments LLC, a Delaware limited liability company (the “Sponsor Management Entity”).
GUARANTEE AND COLLATERAL AGREEMENTGuarantee and Collateral Agreement • June 13th, 2005 • PQ Systems INC • New York
GUARANTEE AND COLLATERAL AGREEMENT dated and effective as of February 11, 2005 (this “Agreement”), among NIAGARA HOLDINGS, INC., a Delaware corporation (“Holdings”), NIAGARA ACQUISITION, INC., a Delaware corporation (the “Borrower”), each Subsidiary of the Borrower identified herein as a party (each, a “Subsidiary Party”) and UBS AG, Stamford Branch, as Administrative Agent (in such capacity, the “Administrative Agent”) for the Secured Parties (as defined below).
ContractRestricted Stock Agreement • November 25th, 2005 • PQ Systems INC • Chemicals & allied products • New York
RESTRICTED STOCK AGREEMENT (this “Agreement”) made as of this (the “Effective Date”), by and between Niagara Holdings, Inc., a Delaware corporation (the “Company”) and (the “Executive”).
EMPLOYMENT AGREEMENT BETWEEN PQ CORPORATION AND MICHAEL R. IMBRIANI FEBRUARY 11, 2005Employment Agreement • April 13th, 2006 • PQ Systems INC • Chemicals & allied products • Pennsylvania
Period on a pro-rated basis, based on the Executive’s “Highest Actual Bonus Percentage,” in the five (5) year period preceding the Date of Termination.
AGREEMENT AND PLAN OF MERGERMerger Agreement • June 13th, 2005 • PQ Systems INC • New York
AMENDMENT TO EXECUTIVE CHANGE IN CONTROL AGREEMENTExecutive Change in Control Agreement • June 13th, 2005 • PQ Systems INC
On January 27, 2003, Michael R. Imbriani was appointed Executive Vice President of PQ Corporation and President — Chemical Groups. On August 15, 2000, an Executive Change in Control Agreement (“the Agreement”) was executed by and between PQ Corporation and its wholly-owned subsidiary, Potters Industries Inc., (collectively the “Employer”) and Michael Imbriani (the “Employee”).
TAX SHARING AGREEMENTTax Sharing Agreement • June 13th, 2005 • PQ Systems INC • New York
THIS TAX SHARING AGREEMENT (“Agreement”) is made this 11th day of February 2005 and shall be effective as of the Effective Time (as defined below), by and between Niagara Holdings, Inc., a Delaware corporation (“Holdings”) and PQ Corporation, a Pennsylvania corporation (“PQ”).
STOCKHOLDERS’ AGREEMENT OF NIAGARA HOLDINGS, INC.Shareholder Agreements • June 13th, 2005 • PQ Systems INC • Delaware
This STOCKHOLDERS’ AGREEMENT (the “Agreement”), dated as of February 11, 2005 and effective as of the Effective Time (defined below), is entered into by and among NIAGARA HOLDINGS, INC., a Delaware corporation (the “Company”), and the Investors (defined herein). The definitions of certain capitalized terms used herein are set forth in Section 1 hereto.
ContractFee Agreement • April 13th, 2006 • PQ Systems INC • Chemicals & allied products • New York
THIS FEE AGREEMENT (this “Agreement”) is made as of February 11, 2005, and is effective as of the Effective Time (as defined below), by and among Niagara Holdings, Inc., a Delaware corporation ( “Holdings”), PQ Corporation, a Pennsylvania corporation (“PQ”), and J.P. Morgan Partners (BHCA), L.P., a Delaware limited partnership (the “Sponsor Management Entity”).
