Exhibit 10.1b


 


SECOND AMENDMENT


 


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.


 


W I  T  N  E  S  S
E  T  H:


 


WHEREAS, Holdings and the Borrower have requested the
amendments to the Credit Agreement described herein, and the parties hereto are
willing to agree to such amendments upon the terms and subject to the
conditions set forth herein;


 


NOW, THEREFORE, in consideration of the premises and
mutual covenants contained herein, the parties hereto hereby agree as follows:


 


SECTION 1.                               
Defined Terms. Unless otherwise defined herein, terms
defined in the Credit Agreement and used herein shall have the meanings given
to them in the Credit Agreement.


 


SECTION 2.                               
Amendments to
Section 1.1 (Definitions)


 


(a)                                 
The following
definitions shall be added to Section 1.01 of the Credit Agreement in
alphabetical order:


 


“Second Amendment” shall mean the Second
Amendment to this Agreement, dated as of November 17, 2005.


 


“Second Amendment Effective Date” shall mean
the date on which the conditions precedent set forth in Section 6 of the
Second Amendment shall have been satisfied, which date is November 17,
2005.


 


(b)                                
The definition of
“Term Loans” in Section 1.1 of the Credit Agreement is hereby replaced
with the following:


 


“Term Loans”
shall mean the (a) term loans made by the Lenders to the Borrower pursuant
to Section 2.01 and (b) term loans made by the Lenders to the
Borrower pursuant to the Second Amendment in accordance with procedures
acceptable to the Administrative Agent, the Borrower and the Lenders providing
such term loans.


 


SECTION 3.                               
Amendments to
Section 2.10(a) (Repayment of Term Loans and Revolving Facility Loans). Section 2.10(a) of the Credit
Agreement is hereby replaced in its entirety with the following:


 


(a)                                  
Repayment of Term
Loans and Revolving Facility Loans. Subject to the other paragraphs of this
Section, the Borrower shall repay Term Borrowings on each date set forth below
in the aggregate principal amount set forth below opposite such date (each such
date being referred to as a “Term Loan Installment Date”):

















 




	
  Date

  	
   

  	
  Amount of Term Borrowings to

  be Repaid

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  June 30, 2005

  	
   

  	
  $

  	
  837,500

  	
   

  
	
  September 30, 2005

  	
   

  	
  $

  	
  837,500

  	
   

  
	
  December 31, 2005

  	
   

  	
  $

  	
  912,877

  	
   

  
	
  March 31, 2006

  	
   

  	
  $

  	
  912,877

  	
   

  
	
  June 30, 2006

  	
   

  	
  $

  	
  912,877

  	
   

  
	
  September 30, 2006

  	
   

  	
  $

  	
  912,877

  	
   

  
	
  December 31, 2006

  	
   

  	
  $

  	
  912,877

  	
   

  
	
  March 31, 2007

  	
   

  	
  $

  	
  912,877

  	
   

  
	
  June 30, 2007

  	
   

  	
  $

  	
  912,877

  	
   

  
	
  September 30, 2007

  	
   

  	
  $

  	
  912,877

  	
   

  
	
  December 31, 2007

  	
   

  	
  $

  	
  912,877

  	
   

  
	
  March 31, 2008

  	
   

  	
  $

  	
  912,877

  	
   

  
	
  June 30, 2008

  	
   

  	
  $

  	
  912,877

  	
   

  
	
  September 30, 2008

  	
   

  	
  $

  	
  912,877

  	
   

  
	
  December 31, 2008

  	
   

  	
  $

  	
  912,877

  	
   

  
	
  March 31, 2009

  	
   

  	
  $

  	
  912,877

  	
   

  
	
  June 30, 2009

  	
   

  	
  $

  	
  912,877

  	
   

  
	
  September 30, 2009

  	
   

  	
  $

  	
  912,877

  	
   

  
	
  December 31, 2009

  	
   

  	
  $

  	
  912,877

  	
   

  
	
  March 31, 2010

  	
   

  	
  $

  	
  912,877

  	
   

  
	
  June 30, 2010

  	
   

  	
  $

  	
  912,877

  	
   

  
	
  September 30, 2010

  	
   

  	
  $

  	
  912,877

  	
   

  
	
  December 31, 2010

  	
   

  	
  $

  	
  912,877

  	
   

  
	
  March 31, 2011

  	
   

  	
  $

  	
  912,877

  	
   

  
	
  June 30, 2011

  	
   

  	
  $

  	
  912,877

  	
   

  
	
  September 30, 2011

  	
   

  	
  $

  	
  912,877

  	
   

  
	
  December 31, 2011

  	
   

  	
  $

  	
  912,877

  	
   

  
	
  Term Facility Maturity
  Date

  	
   

  	
  $

  	
  340,503,075

  	
   

  






 


SECTION 4.                                 
Amendments to
Section 3.12 (Use of Proceeds). Section 3.12 of the Credit Agreement is hereby
replaced in its entirety with the following:


 


Except as set
forth below, the Borrower will use the proceeds of the Revolving Facility Loans
and Swingline Loans, and may request the issuance of Letters of Credit, solely
for general corporate purposes. The Borrower will use the proceeds of the Term
Loans made on February 11, 2005 and up to $ 10 million of the Revolving
Facility Loans, together with the proceeds of the Equity Financing and the
Senior Subordinated Notes to consummate the Acquisition and the other
Transactions. The Borrower will use the proceeds of the Term Loans made
pursuant to the Second Amendment and up to $25 million of the Revolving
Facility Loans, in the manner contemplated by the First Amendment.


 


SECTION 5.                                  
Amendments to
Section 5.08 (Use of Proceeds). Section 5.08 of the Credit Agreement is hereby
replaced in its entirety with the following:


 


Except as set forth below, use the proceeds of the
Revolving Facility Loans and the Swingline Loans and request issuance of
Letters of Credit solely for general corporate purposes. Use the proceeds of
the Term Loans made on February 11, 2005 and up to $10 million of the
Revolving Facility Loans to consummate the Acquisition and the other
Transactions. Use the proceeds of the Term Loans


 


 


2

















 


made pursuant to the
Second Amendment and up to $25 million of the Revolving Facility Loans in the
manner contemplated by the First Amendment.


 


SECTION 6.                                 
Conditions to
Effectiveness.
This Second Amendment shall become effective as of the date set forth above
(the “Second Amendment Effective Date”) upon the satisfaction of the
following conditions precedent:


 


(a)                                    
Second Amendment. The Administrative Agent shall have
received this Second Amendment, executed and delivered by the Administrative
Agent, Holdings and the Borrower, and each Lender providing a term loan hereto.


 


(b)                                   
Fees. The Administrative Agent shall have
received evidence reasonably satisfactory to it that all fees and other amounts
due and payable to the Administrative Agent or the Lenders on or prior to the
Second Amendment Effective Date, including, to the extent invoiced,
reimbursement or payment of all out-of-pocket expenses (including fees, charges
and disbursements of counsel) required to be reimbursed or paid by any Loan
Party hereunder or under any other Loan Document.


 


SECTION 7.                                  
Representations
and Warranties.
The Borrower represents and warrants to the Administrative Agent and the
Lenders that as of the Second Amendment Effective Date, after giving effect to
this Second Amendment, no Default or Event of Default has occurred and is
continuing and the representations and warranties made by the Borrower in or
pursuant to the Credit Agreement or any other Loan Document are true and
correct in all material respects on and as of the Second Amendment Effective
Date as if made on such date (except to the extent that any such
representations and warranties expressly relate to an earlier date, in which
case such representations and warranties were true and correct in all material
respects on and as of such earlier date).


 


SECTION 8.                                  
Continuing Effect
of the Credit Agreement. This Second Amendment shall not constitute an amendment or waiver of
or consent to any provision of the Credit Agreement not expressly referred to
herein and shall not be construed as an amendment, waiver or consent to any
action on the part of the Borrower that would require an amendment, waiver or
consent of the Administrative Agent or the Lenders except as expressly stated
herein. Except as expressly amended hereby, the provisions of the Credit
Agreement are and shall remain in full force and effect in accordance with its
terms. This Second Amendment shall constitute a Loan Document.


 


SECTION 9.                                  
Counterparts. This Second Amendment may be executed
by one or more of the parties to this Second Amendment on any number of
separate counterparts (including by facsimile), and all of said counterparts
taken together shall be deemed to constitute one and the same instrument.


 


SECTION 10.                      
GOVERNING LAW. THIS SECOND AMENDMENT AND THE
RIGHTS AND OBLIGATIONS OF THE PARTIES UNDER THIS SECOND AMENDMENT SHALL BE
GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAW OF THE
STATE OF NEW YORK.


 


[The remainder of this page is
intentionally left blank.]


 


 


3

















 


IN
WITNESS WHEREOF, the parties hereto have caused this Second Amendment to be
duly executed and delivered by their respective proper and duly authorized
officers as of the day and your first above written.


 


 


	
   

  	
  NIAGARA HOLDINGS, INC.

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ James P. Cox

  	
   

  
	
   

  	
   

  	
  Name:

  	
  James P. Cox

  
	
   

  	
   

  	
  Title:

  	
  Treasurer

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  PQ CORPORATION

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ James P. Cox

  	
   

  
	
   

  	
   

  	
  Name:

  	
  James P. Cox

  
	
   

  	
   

  	
  Title:

  	
  VP and Chief Financial
  Officer

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  UBS LOAN FINANCE LLC,

  
	
   

  	
  as Administrative Agent

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Saldoz Sikka

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Saldoz Sikka

  
	
   

  	
   

  	
  Title:

  	
  Associate Director

  
	
   

  	
   

  	
   

  	
  Banking Products

  
	
   

  	
   

  	
   

  	
  Services, US

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Joselin Fernandes

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Joselin Fernandes

  
	
   

  	
   

  	
  Title:

  	
  Associate Director

  
	
   

  	
   

  	
   

  	
  Banking Products

  
	
   

  	
   

  	
   

  	
  Services, US

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  JPMORGAN CHASE BANK,
  N.A.,

  
	
   

  	
  as a Lender

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Peter A. Dedousis

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Peter A. Dedousis

  
	
   

  	
   

  	
  Title:

  	
  Managing Director