🌑 ] Shares PQ GROUP HOLDINGS INC. COMMON STOCK, PAR VALUE $0.01 PER SHARE UNDERWRITING AGREEMENTUnderwriting Agreement • September 1st, 2017 • PQ Group Holdings Inc. • Chemicals & allied products • New York
INDENTURE Dated as of December 11, 2017 Among PQ Corporation, as Issuer, And WELLS FARGO BANK, NATIONAL ASSOCIATION, as Trustee 5.750% SENIOR NOTES DUE 2025Indenture • December 13th, 2017 • PQ Group Holdings Inc. • Chemicals & allied products • New York
INDENTURE, dated as of December 11, 2017, among (a) PQ Corporation, a Pennsylvania corporation as the Issuer (as defined herein), (b) certain subsidiaries of the Issuer listed on the signature pages hereto, as Guarantors (as defined herein), and (c) Wells Fargo Bank, National Association, a national banking association, organized under the laws of the United States, as Trustee (as defined herein).
SEVERANCE AGREEMENTSeverance Agreement • December 22nd, 2022 • Ecovyst Inc. • Chemicals & allied products • Delaware
SEVERANCE AGREEMENT (the “Agreement”) dated as of December 16, 2022, by and between Ecovyst Catalyst Technologies LLC, a Delaware limited liability company (the “Company”), that is a wholly owned subsidiary of Ecovyst Inc. (“Ecovyst”), and Kurt J. Bitting (the “Executive”).
11,490,444 Shares ECOVYST INC. COMMON STOCK, PAR VALUE $0.01 PER SHARE UNDERWRITING AGREEMENTUnderwriting Agreement • March 6th, 2023 • Ecovyst Inc. • Chemicals & allied products • New York
STOCK PURCHASE AGREEMENT by and between PQ GROUP HOLDINGS, INC. and SPARTA AGGREGATOR L.P. Dated as of February 28, 2021Stock Purchase Agreement • March 4th, 2021 • PQ Group Holdings Inc. • Chemicals & allied products • Delaware
This STOCK PURCHASE AGREEMENT (this “Agreement”), dated as of February 28, 2021, is by and between PQ Group Holdings, Inc., a Delaware corporation (“Parent”), and Sparta Aggregator L.P., a Cayman Islands exempted limited partnership (“Purchaser”).
PQ GROUP HOLDINGS INC. Stock Option Award AgreementStock Option Award Agreement • September 1st, 2017 • PQ Group Holdings Inc. • Chemicals & allied products • Delaware
This Stock Option Award Agreement (this “Agreement”) is made by and between PQ Group Holdings Inc., a Delaware corporation (the “Company”), and [•] (the “Participant”), effective as of [•] (the “Date of Grant”).
13,000,000 Shares ECOVYST INC. COMMON STOCK, PAR VALUE $0.01 PER SHARE UNDERWRITING AGREEMENT August 3, 2022Underwriting Agreement • August 5th, 2022 • Ecovyst Inc. • Chemicals & allied products • New York
ECO SERVICES OPERATIONS LLC and ECO FINANCE CORP., as Issuers and WILMINGTON TRUST, NATIONAL ASSOCIATION, as Trustee 8.500% Senior Notes due 2022 INDENTURE Dated as of October 24, 2014Indenture • June 9th, 2017 • PQ Group Holdings Inc. • New York
INDENTURE dated as of October 24, 2014, among ECO SERVICES OPERATIONS LLC, a Delaware limited liability company (the “Company”), ECO FINANCE CORP., a Delaware corporation (the “Co-Issuer” and, together with the Company, the “Issuers”), and WILMINGTON TRUST, NATIONAL ASSOCIATION, as trustee (the “Trustee”).
ECOVYST INC. Performance Stock Unit Award AgreementPerformance Stock Unit Award Agreement • March 1st, 2022 • Ecovyst Inc. • Chemicals & allied products • Delaware
This Performance Stock Unit Award Agreement (this “Agreement”) is made by and between Ecovyst Inc., a Delaware corporation (the “Company”), and [●] (the “Participant”), effective as of [●] (the “Date of Grant”).
ECOVYST INC. Performance Stock Unit Award AgreementPerformance Stock Unit Award Agreement • March 1st, 2022 • Ecovyst Inc. • Chemicals & allied products • Delaware
This Performance Stock Unit Award Agreement (this “Agreement”) is made by and between Ecovyst Inc., a Delaware corporation (the “Company”), and [●] (the “Participant”), effective as of [●] (the “Date of Grant”).
ECOVYST INC. Restricted Stock Award AgreementRestricted Stock Award Agreement • March 1st, 2022 • Ecovyst Inc. • Chemicals & allied products • Delaware
This Restricted Stock Award Agreement (this “Agreement”) is made by and between Ecovyst Inc., a Delaware corporation (the “Company”), and [•] (the “Participant”), effective as of [•] (the “Date of Grant”).
14,000,000 Shares ECOVYST INC. COMMON STOCK, PAR VALUE $0.01 PER SHARE UNDERWRITING AGREEMENTUnderwriting Agreement • May 26th, 2023 • Ecovyst Inc. • Chemicals & allied products • New York
SECOND AMENDMENT AGREEMENTSecond Amendment Agreement • August 14th, 2017 • PQ Group Holdings Inc. • Chemicals & allied products • New York
SECOND AMENDMENT AGREEMENT dated as of August 7, 2017 (this “Second Amendment”) to the Term Loan Credit Agreement dated as of May 4, 2016 (as amended by the First Amendment Agreement, dated as of November 14, 2016, and as further amended, restated, amended and restated, supplemented or otherwise modified from time to time and immediately prior to the Second Amendment Effective Date (as defined below), the “Credit Agreement”), among PQ Corporation, a Pennsylvania corporation (the “Borrower’), CPQ Midco I Corporation, a Delaware corporation (“Holdings”), the Guarantors, Citibank, N.A., as an Additional Term Lender (as defined below) and Credit Suisse AG, Cayman Islands Branch, as administrative agent (the “Administrative Agent”) and as collateral agent.
NEW TERM LOAN CREDIT AGREEMENT Dated as of July 22, 2020 among CPQ MIDCO I CORPORATION, as Holdings, PQ CORPORATION, as the Parent Borrower, ECO SERVICES OPERATIONS CORP., as a Borrower, THE FINANCIAL INSTITUTIONS PARTY HERETO, as Lenders, CREDIT...Patent Security Agreement • July 28th, 2020 • PQ Group Holdings Inc. • Chemicals & allied products • New York
NEW TERM LOAN CREDIT AGREEMENT, dated as of July 22, 2020 (this “Agreement”), by and among CPQ Midco I Corporation, a Delaware corporation (“Holdings”), PQ Corporation, a Pennsylvania corporation (“PQ” or the “Parent Borrower”), Eco Services Operations Corp., a Delaware corporation (“Eco Services”; and, together with the Parent Borrower, collectively, the “Borrowers” and each, a “Borrower”), the Lenders from time to time party hereto and Credit Suisse AG, Cayman Islands Branch (“Credit Suisse”), in its capacities as administrative agent and collateral agent for the Lenders (the “Administrative Agent”); with Citibank, N.A. (“Citi”), Credit Suisse Loan Funding LLC, BofA Securities, Inc., Deutsche Bank Securities Inc., Goldman Sachs Bank USA, Jefferies Finance LLC, JPMorgan Chase Bank, N.A, Keybanc Capital Markets Inc., Morgan Stanley Senior Funding, Inc. and Suntrust Robinson Humphrey, Inc., as joint lead arrangers and joint bookrunners (in such capacities, collectively, the “Arrangers”)
ECOVYST INC. Restricted Stock Unit Award AgreementRestricted Stock Unit Award Agreement • March 1st, 2022 • Ecovyst Inc. • Chemicals & allied products • Delaware
This Restricted Stock Unit Award Agreement (this “Agreement”) is made by and between Ecovyst Inc., a Delaware corporation (the “Company”), and [•] (the “Participant”), effective as of [•] (the “Date of Grant”).
TERM LOAN CREDIT AGREEMENT Dated as of June 9, 2021 among CPQ MIDCO I CORPORATION, as Holdings prior to the consummation of the Holdings Assignment, PQ CORPORATION, as the Parent Borrower prior to the consummation of the Performance Chemicals Sale,...Security Agreement • June 11th, 2021 • PQ Group Holdings Inc. • Chemicals & allied products • New York
TERM LOAN CREDIT AGREEMENT, dated as of June 9, 2021 (this “Agreement”), by and among CPQ Midco I Corporation, a Delaware corporation (“CPQ”), as Holdings prior to the consummation of the Holdings Assignment, PQ Corporation, a Pennsylvania corporation (“PQ”), as the Parent Borrower prior to the consummation of the Performance Chemicals Sale, Ecovyst Catalyst Technologies LLC, a Delaware limited liability company (“Ecovyst”), as a Borrower and, on and after the Performance Chemicals Sale Closing Date, the Parent Borrower, Eco Services Operations Corp., a Delaware corporation (“Eco Services”), as a Borrower, the Lenders from time to time party hereto including Credit Suisse AG, Cayman Islands Branch (“Credit Suisse”), in its capacities as administrative agent and collateral agent (the “Administrative Agent”) with Citibank, N.A. (“Citi”), Credit Suisse Loan Funding LLC, BofA Securities, Inc., Deutsche Bank Securities Inc., Goldman Sachs Bank USA, Keybanc Capital Markets Inc. and Truist Se
LEASE [BASE YEAR 2017] 300 LINDENWOOD DRIVE, MALVERN, PA 19355 BASIC LEASE INFORMATIONLease • June 9th, 2017 • PQ Group Holdings Inc. • Pennsylvania
THIS LEASE AGREEMENT (this “Lease”) has a reference date of January 1, 2017, between THE REALTY ASSOCIATES FUND X, L.P., a Delaware limited partnership (“Landlord”), and PQ CORPORATION, a Pennsylvania corporation (“Tenant”).
FOURTH AMENDMENT AGREEMENTFourth Amendment Agreement • February 13th, 2020 • PQ Group Holdings Inc. • Chemicals & allied products • New York
TERM LOAN CREDIT AGREEMENT, dated as of May 4, 2016, andas amended and restated as of February 8, 2018, and as further amended and restated as of February 7, 2020 (this “Agreement”), by and among PQ Corporation, a Pennsylvania corporation (“Borrower”), CPQ Midco I Corporation, a Delaware corporation (“Holdings”), the Lenders from time to time party hereto and Credit Suisse AG, Cayman Island Branch (“Credit Suisse”), in its capacities as administrative agent and collateral agent for the Lenders (the “Administrative Agent”); with Citigroup Global Markets Inc. (“Citi”), Credit Suisse, Morgan Stanley Senior Funding, Inc., JPMorgan Chase Bank, N.A., Jefferies Finance LLC, Goldman Sachs Lending Partners LLC, Deutsche Bank Securities Inc. and KeyBanc Capital Markets Inc., as joint lead arrangers and joint bookrunners (in such capacities, collectively, the “Arrangers”).
PLEASE READ CAREFULLY. THIS TRANSITION AGREEMENT AND GENERAL RELEASE INCLUDES A RELEASE OF KNOWN AND UNKNOWN CLAIMS. TRANSITION AGREEMENT AND GENERAL RELEASETransition Agreement and General Release • November 21st, 2019 • PQ Group Holdings Inc. • Chemicals & allied products • Pennsylvania
This Transition Agreement and General Release (“Agreement”), is entered into by and between PQ Corporation (“Company”) and David J. Taylor (“Mr. Taylor”), his heirs, executors, administrators, successors, and assigns.
August 9, 2018 Mr. James F. Gentilcore Dear Jim:Letter Agreement • August 9th, 2018 • PQ Group Holdings Inc. • Chemicals & allied products
This letter agreement (this “Agreement”) confirms the terms and conditions of your transition to the role of Executive Chairman of each of PQ Corporation (the “Company”) and PQ Group Holdings Inc. (“Holdings”). Capitalized terms not defined herein will have the respective meanings ascribed to them in the Severance Agreement by and between you and the Company, dated as of August 31, 2017 (the “Severance Agreement”).
AMENDMENT TO ZEOLYST ENTERPRISES JOINT VENTURE PARTNERSHIP BETWEEN PQ CORPORATION AND SHELL POLYMERS AND CATALYSTS ENTERPRISES INC. DATED FEBRUARY 1, 1988PQ Group Holdings Inc. • August 14th, 2017 • Chemicals & allied products
Pursuant to Paragraph 20.1 of the above referenced Agreement, Paragraph 9.2(ix) of the same Agreement is deleted in its entirety and replaced with the following:
ECOVYST INC. Stock Option Award AgreementStock Option Award Agreement • March 1st, 2022 • Ecovyst Inc. • Chemicals & allied products • Delaware
This Stock Option Award Agreement (this “Agreement”) is made by and between Ecovyst Inc., a Delaware corporation (the “Company”), and [•] (the “Participant”), effective as of [•] (the “Date of Grant”).
FIRST SUPPLEMENTAL INDENTUREFirst Supplemental Indenture • June 9th, 2017 • PQ Group Holdings Inc. • New York
First Supplemental Indenture, dated as of May 4, 2016 (this “First Supplemental Indenture”), among PQ Corporation, a Pennsylvania corporation (“PQ”), the guarantors named in the signature pages hereto (the “Guarantors”) and Wilmington Trust, National Association, as trustee (the “Trustee”).
ABL CREDIT AGREEMENT Dated as of May 4, 2016 among PQ CORPORATION, as the US Borrower, THE CANADIAN BORROWERS PARTY HERETO, THE EUROPEAN BORROWERS PARTY HERETO, CPQ MIDCO I CORPORATION, as Holdings, THE FINANCIAL INSTITUTIONS PARTY HERETO, as Lenders,...Trademark Security Agreement • June 9th, 2017 • PQ Group Holdings Inc. • New York
ABL CREDIT AGREEMENT, dated as of May 4, 2016 (this “Agreement”), by and among PQ Corporation, a Pennsylvania corporation (“US Borrower”), CPQ Midco I Corporation, a Delaware corporation (“Holdings”), the Canadian Borrowers from time to time party hereto, the European Borrowers from time to time party hereto, the Lenders from time to time party hereto and Citibank, N.A. (“Citi”), in its capacities as administrative agent and collateral agent for the Lenders (the “Administrative Agent”); with Citigroup Global Markets Inc., Credit Suisse Securities (USA) LLC, JPMorgan Chase Bank, N.A., Morgan Stanley Senior Funding, Inc., Deutsche Bank Securities Inc., Goldman Sachs Lending Partners LLC, Jefferies Finance LLC and KeyBanc Capital Markets Inc., as joint lead arrangers and joint bookrunners (in such capacities, collectively, the “Arrangers”).
INDEMNIFICATION AGREEMENTIndemnification Agreement • September 1st, 2017 • PQ Group Holdings Inc. • Chemicals & allied products • Delaware
This Indemnification Agreement (“Agreement”) is made and entered into as of [●] by and among PQ Group Holdings Inc., a Delaware corporation (the “Company”), PQ Holdings Inc., a Delaware corporation, CPQ Midco I Corporation, a Delaware corporation (together with PQ Holdings Inc., the “Intermediate Holdcos”), PQ Corporation, a Pennsylvania corporation (“Opco”), Eco Services Operations Corp., a Delaware corporation (“Eco”), Potters Industries, LLC, a Delaware limited liability company (“Potters” and together with the Company, the Intermediate Holdcos, Opco and Eco, the “PQ Companies” and each a “PQ Company”), and [●] (“Indemnitee”).
THIRD AMENDMENT AGREEMENTPatent Security Agreement • June 11th, 2021 • PQ Group Holdings Inc. • Chemicals & allied products • New York
Reference is made to that certain ABL Credit Agreement, dated as of May 4, 2016 (as amended and restated by the First Amendment Agreement dated as of March 20, 2020, as amended by the Second Amendment Agreement dated as of December 22, 2020, as amended and restated by the Third Amendment Agreement dated as of June 9, 2021 and as further amended, restated, amended and restated, supplemented or otherwise modified from time to time, the “ABL Credit Agreement”), by and among PQ Corporation, a Pennsylvania corporation (“PQ”) as the US Borrower prior to the Restatement Effective Date, Ecovyst Catalyst Technologies LLC, a Delaware limited liability company (“Ecovyst”) as the US Borrower upon the Restatement Effective Date, the Canadian Borrowers, the European Borrowers, CPQ Midco I Corporation, a Delaware corporation (“CPQ”), as Holdings prior to the consummation of the Holdings Assignment, the Lenders from time to time party thereto and the Administrative Agent.
CONSENT UNDER THE AUGUST 31, 2017 SEVERANCE AGREEMENT2017 Severance Agreement • May 10th, 2019 • PQ Group Holdings Inc. • Chemicals & allied products
This CONSENT UNDER THE AUGUST 31, 2017 SEVERANCE AGREEMENT (this “Consent”) is made and entered into as of the 29th day of March, 2019 with reference to the Severance Agreement (the “Agreement”) dated as of August 31, 2017, by and between PQ Corporation, a Pennsylvania corporation (the “Company”) a wholly-owned subsidiary of PQ Group Holdings Inc., a Delaware corporation (“Holdings”), and Scott Randolph (the “Executive”). Any capitalized term not otherwise defined herein shall have the meaning ascribed to it in the Agreement.
PQ GROUP HOLDINGS INC. AMENDED & RESTATED STOCKHOLDERS AGREEMENT Dated as of [●], 2017Stockholders Agreement • September 1st, 2017 • PQ Group Holdings Inc. • Chemicals & allied products • Delaware
AMENDED & RESTATED STOCKHOLDERS AGREEMENT, dated as of [●], 2017 (this “Agreement”), among (i) PQ Group Holdings Inc., a Delaware corporation (the “Company”), (ii) CCMP Capital Investors III, L.P., a Delaware limited partnership, CCMP Capital Investors III (Employee), L.P., a Delaware limited partnership, Quartz Co-Invest L.P., a Delaware limited partnership, CCMP Capital Investors III (AV-7), L.P., a Delaware limited partnership, CCMP Capital Investors III (AV-8), L.P., a Delaware limited partnership, CCMP Capital Investors III (AV-9), L.P., a Delaware limited partnership, and CCMP Capital Investors III (AV-10), L.P., a Delaware limited partnership (collectively, “CCMP”, and, together with their respective Permitted Transferees (as defined herein), the “CCMP Investors”), (iii) INEOS Investments Partnership, a general partnership organized under the laws of England and Wales (the “INEOS Investor” and, together with CCMP, each an “Entity Investor” and together, the “Entity Investors”) a
Fourth AMENDMENT AGREEMENTFourth Amendment Agreement • February 28th, 2023 • Ecovyst Inc. • Chemicals & allied products • New York
This FOURTH AMENDMENT AGREEMENT, dated as of February 17, 2023 (this “Fourth Amendment”) is entered into by and among Ecovyst Catalyst Technologies LLC, a Delaware limited liability company (the “US Borrower” or the “Lead Borrower”), Ecovyst Catalyst Technologies UK Limited, a company incorporated under the laws of England and Wales with company number 13273211 (the “European Borrower”), Ecovyst Midco II Inc., a Delaware corporation (“Holdings”), and Citibank, N.A. as administrative agent (the “Administrative Agent”).
PQ CORPORATION NOTE PURCHASE AGREEMENT Dated as of May 4, 2016 $525,000,000 Floating Rate Senior Notes due May 1, 2022Note Purchase Agreement • June 9th, 2017 • PQ Group Holdings Inc. • New York
ECOVYST INC. Performance Stock Unit Award AgreementPerformance Stock Unit Award Agreement • May 3rd, 2024 • Ecovyst Inc. • Chemicals & allied products • Delaware
This Performance Stock Unit Award Agreement (this “Agreement”) is made by and between Ecovyst Inc., a Delaware corporation (the “Company”), and [●] (the “Participant”), effective as of [●] (the “Date of Grant”).
SEPARATION AND GENERAL RELEASE AGREEMENTSeparation and General Release Agreement • December 26th, 2018 • PQ Group Holdings Inc. • Chemicals & allied products • Pennsylvania
This SEPARATION AND GENERAL RELEASE AGREEMENT (this “Agreement”) is entered into by and between PQ Corporation (the “Company”), PQ Group Holdings Inc. (“Holdings”) and James F. Gentilcore (“Executive”) on December 21, 2018.
FIRST AMENDMENT AGREEMENTFirst Amendment Agreement • June 9th, 2017 • PQ Group Holdings Inc. • New York
FIRST AMENDMENT AGREEMENT dated as of November 14, 2016 (this “First Amendment”) to the Term Loan Credit Agreement dated as of May 4, 2016 (as amended, restated, amended and restated, supplemented or otherwise modified from time to time and immediately prior to the First Amendment Effective Date (as defined below), the “Credit Agreement”), among PQ Corporation, a Pennsylvania corporation (the “Borrower’), CPQ Midco I Corporation, a Delaware corporation (“Holdings”), the Guarantors, JPMorgan Chase Bank, N.A. (“JPM”), as an Additional Term Lender (as defined below), and Credit Suisse AG, Cayman Islands Branch, as administrative agent (the “Administrative Agent”) and as collateral agent.
INDEMNIFICATION AGREEMENTIndemnification Agreement • August 9th, 2021 • Ecovyst Inc. • Chemicals & allied products • Delaware
This Indemnification Agreement (“Agreement”) is made and entered into as of [●] by and among Ecovyst Inc., a Delaware corporation (the “Company”), Ecovyst Holdings Inc., a Delaware corporation, Ecovyst Midco I Inc., a Delaware corporation, Ecovyst Midco II Inc. (together with Ecovyst Holdings Inc. and Ecovyst Midco I Inc., the “Intermediate Holdcos”), Ecovyst Catalyst Technologies LLC, a Delaware limited liability company (“Opco”), Eco Services Operations Corp., a Delaware corporation (“Eco”, and together with the Company, the Intermediate Holdcos, and Opco, the “Ecovyst Companies” and each an “Ecovyst Company”), and [●] (“Indemnitee”).
AMENDMENT NO. 1 TO STOCK PURCHASE AGREEMENTStock Purchase Agreement • June 30th, 2021 • PQ Group Holdings Inc. • Chemicals & allied products
This AMENDMENT NO. 1 TO STOCK PURCHASE AGREEMENT (this “Amendment”) is made as of June 24, 2021, by and among PQ Group Holdings, Inc., a Delaware corporation (“Parent”) and Sparta Aggregator L.P., a Cayman Islands exempted limited partnership (“Purchaser”), and amends that certain Stock Purchase Agreement, dated as of February 28, 2021, by and among Parent and Purchaser (the “Original Agreement” and the Original Agreement as amended by this Amendment, the “Purchase Agreement”). Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to them in the Original Agreement.
