SECOND AMENDMENTSecond Amendment • 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.
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”).
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.
FIRST AMENDMENTFirst Amendment • 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.
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”).
