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.
SECOND AMENDMENTSecond Amendment • November 25th, 2005 • 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.
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”).
FIRST AMENDMENTCredit Agreement • November 25th, 2005 • 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.
