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”).
TERM LOAN CREDIT AGREEMENT Dated as of May 4, 2016 among PQ CORPORATION, as the Borrower, CPQ MIDCO I CORPORATION, as Holdings, THE FINANCIAL INSTITUTIONS PARTY HERETO, as Lenders, CREDIT SUISSE AG, CAYMAN ISLANDS BRANCH, as Administrative Agent and...Patent Security Agreement • June 9th, 2017 • PQ Group Holdings Inc. • New York
TERM LOAN CREDIT AGREEMENT, dated as of May 4, 2016 (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, 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”).
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”).
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”).
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
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.
PQ CORPORATION, as Issuer, certain Guarantors from time to time parties hereto and WELLS FARGO BANK, NATIONAL ASSOCIATION, as Trustee and Collateral Agent 6.750% Senior Secured Notes due 2022 INDENTURE Dated as of May 4, 2016Supplemental Indenture • June 9th, 2017 • PQ Group Holdings Inc. • New York
INDENTURE dated as of May 4, 2016, among PQ CORPORATION, a Pennsylvania corporation (the “Issuer”), the GUARANTORS (as defined herein) and WELLS FARGO BANK, NATIONAL ASSOCIATION, as trustee (the “Trustee”) and Collateral Agent (as defined herein).
FORM OF PQ GROUP HOLDINGS INC. STOCK INCENTIVE PLAN NONQUALIFIED STOCK OPTION AWARD AGREEMENTAward Agreement • June 9th, 2017 • PQ Group Holdings Inc. • Delaware
THIS AGREEMENT (this “Award Agreement”) is made effective as of (the “Date of Grant”) by and between PQ Group Holdings Inc., a Delaware corporation (the “Company”), and (the “Participant”). Capitalized terms not otherwise defined herein shall have the meanings set forth in the PQ Group Holdings Inc. Stock Incentive Plan (formerly known as the Second Amended and Restated PQ Holdings Inc. Stock Incentive Plan; the “Plan”); provided that, if the Participant is party to an employment agreement with the Company or any of its Subsidiaries that is then in effect, the terms “Disability”, “Retirement” or “Cause” shall, if defined in such employment agreement, have the meanings ascribed to such terms in such employment agreement).
FORM OF RESTRICTED STOCK AGREEMENTRestricted Stock Agreement • June 9th, 2017 • PQ Group Holdings Inc. • Delaware
RESTRICTED STOCK AGREEMENT, dated as of , 20 (this “Agreement”) between PQ Group Holdings Inc. (the “Company”) and (the “Participant”). (Capitalized terms used in this Agreement and not defined herein shall have the meaning ascribed to such terms in the PQ Group Holdings Inc. Stock Incentive Plan (formerly known as the Second Amended and Restated PQ Holdings Inc. Stock Incentive Plan; the “Plan”); provided that, if the Participant is party to an employment agreement with the Company or any of its Subsidiaries that is then in effect, the terms “Disability”, “Retirement”, “Cause” or “Good Reason” shall, if defined in such employment agreement, have the meanings ascribed to such terms in such employment agreement).
