Exhibit
10.1a


 


FIRST
AMENDMENT


 


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.


 


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:


 


“First Amendment” shall mean the First
Amendment to this Agreement, dated as of October 28, 2005.


 


“First Amendment Effective Date” shall mean the
date on which the conditions precedent set forth in Section 5 of the First
Amendment shall have been satisfied, which date is November 17, 2005.


 


“Holdings Notes” shall mean the notes in the
initial aggregate principal amount of $25 million issued by Holdings to certain
investors.


 


(b)          
The definitions of
“Applicable Margin” of “Interest Expense” in Section 1.1 of the Credit
Agreement are hereby replaced with the following:


 


“Applicable Margin”:
(i) with respect to any Revolving Facility Loan, a per annum rate
determined pursuant to the Pricing Grid, and (ii) with respect to any Term
Loan, the applicable rate per annum set forth below:  


 


	
  Level

  	
   

  	
  Index
  Debt Rating

  	
   

  	
  Eurocurrency
  Loans

  	
   

  	
  Base
  Rate Loans

  
	
  I

  	
   

  	
  > B+/B1

  	
   

  	
  2.00%

  	
   

  	
  1.25%

  
	
  II

  	
   

  	
  < B+/B1

  	
   

  	
  2.25%

  	
   

  	
  1.50%

  



 

















 


For purposes of the foregoing table, (i) if the
ratings established or deemed to have been established by Moody’s and S&P for
the Index Debt shall fall within different Levels, the Applicable Rate shall be
based on the lower of the two ratings (i.e., the higher Level number); and
(ii) if the ratings established or deemed to have been established by
Moody’s and S&P for the Index Debt shall be changed (other than as a result
of a change in the rating system of Moody’s or S&P), such change shall be
effective on the date that is three Business Days after the date on which the
Administrative Agent has received notice of such change.  The Borrower
hereby agrees to give the Administrative Agent notice of any such change within
three Business Days after the effectiveness thereof.  Each change in the
Applicable Rate shall apply during the period commencing on the effective date
of such change and ending on the date immediately preceding the effective date
of the next such change.  If the rating system of Moody’s or S&P shall
change, or if either such rating agency shall cease to be in the business of
rating corporate debt obligations, the Borrower and the Lenders under the Term
Facility shall negotiate in good faith to amend this definition to reflect such
changed rating system or the unavailability of ratings from such rating agency
and, pending the effectiveness of any such amendment, the Applicable Rate shall
be determined by reference to the rating most recently in effect prior to such
change or cessation.  “Index Debt” shall mean the senior, secured,
long-term indebtedness for borrowed money of the Borrower.


 


“Interest Expense” shall mean, with respect to
any person for any period, the sum of (a) gross interest expense of such
person for such period on a consolidated basis, including (i) the
amortization of debt discounts, (ii) the amortization of all fees
(including fees with respect to Swap Agreements) payable in connection with the
incurrence of Indebtedness to the extent included in interest expense,
(iii) the portion of any payments or accruals with respect to Capital
Lease Obligations allocable to interest expense and (iv) in the case of
the Borrower, any dividends or distributions made to Holdings for the purpose
of paying interest expense on Indebtedness of Holdings, (b) capitalized
interest of such person and (c) commissions, discounts, yield and other
fees and charges incurred in connection with any Permitted Receivables
Financing which are payable to any person other than the Borrower or a
Subsidiary Loan Party. For purposes of the foregoing, gross interest expense
shall be determined after giving effect to any net payments made or received
and costs incurred by the Borrower and the Subsidiaries with respect to Swap
Agreements.


 


SECTION 3.          
Amendments to
Section 2.11 (Prepayment of Loans).  Section 2.11(a) of the Credit
Agreement is hereby amended as follows:


 


(a) by
adding “and except as provided below” at the end of the parenthetical; and


 


(b) by adding the
following sentence at the end thereof:


 


“All voluntary prepayments of Term Borrowings effected
on or prior to the first anniversary of the First Amendment Effective Date with
the proceeds of a substantially concurrent issuance or incurrence of new term
loans under this Agreement having terms and conditions substantially the same
as those of the Term Loans shall be accompanied by a prepayment fee equal to
1.00% of the aggregate amount of such prepayments if the Applicable Margin (or
similar interest rate spread) applicable to such new term loans is or, upon the
satisfaction of certain conditions, could be less than the Applicable Margin
applicable to the Term Loans immediately prior to such First Amendment
Effective Date (as determined by comparing the Applicable Margin in respect of
the Term Loans immediately prior to such First Amendment 


 


2

















 


Effective Date to the Applicable Margin (or similar
interest spread) in respect of such new term loans, with such comparison
including, in each case, the applicable grid and related definitions).”


 


SECTION 4.          
Amendments to
Section 6.06 (Dividends and Distributions).  Section 6.06 of the Credit Agreement is
hereby amended by adding new paragraphs (f) and (g) to the end
thereof as follows:


 


“(f)  within 30 days after the First Amendment
Effective Date, the Borrower may pay dividends to Holdings in order to enable
Holdings to pay dividends to its equity holders in an aggregate amount not to
exceed the sum of $30 million from cash on hand, $25 million from proceeds of
Revolving Facility Loans and $30 million from proceeds of Incremental
Extensions of Credit; and


 


(g)  the Borrower may pay dividends in order to
enable Holdings to pay interest expense on the Holdings Notes in an aggregate
amount not to exceed $4 million per annum so long as at the time of such
dividend and after giving effect thereto, no Default or Event of Default has
occurred and is continuing (it being understood that any such payments shall be
deducted when calculating the amount available for the Borrower to make
payments pursuant to the basket set forth in paragraph (e) above).”


 


SECTION 5.          
Conditions to
Effectiveness. 
This First Amendment shall become effective as of the date set forth above (the
“First Amendment Effective Date”) upon the satisfaction of the following
conditions precedent:


 


(a)          
First
Amendment.  The Administrative Agent shall have received
(i) this First Amendment, executed and delivered by the Administrative
Agent, Holdings and the Borrower, and (ii) consent letters from Lenders
sufficient to authorize the amendments to the Credit Agreement effected by this
First Amendment.


 


(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 First 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 6.          
Representations
and Warranties. 
The Borrower represents and warrants to the Administrative Agent and the
Lenders that as of the First Amendment Effective Date, after giving effect to
this First 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 First 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 7.          
Continuing Effect
of the Credit Agreement. This First 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


 


 


3

















provisions of the Credit Agreement are and shall
remain in full force and effect in accordance with its terms.  This First
Amendment shall constitute a Loan Document.


 


SECTION 8.          
Counterparts. This First Amendment may be executed by
one or more of the parties to this First 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 9.        
GOVERNING LAW.  THIS FIRST AMENDMENT AND THE
RIGHTS AND OBLIGATIONS OF THE PARTIES UNDER THIS FIRST 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.]


 


4

















 


IN WITNESS WHEREOF, the
parties hereto have caused this First Amendment to be duly executed and
delivered by their respective proper and duly authorized officers as of the day
and year 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:

  	
  Vice President 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

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  



 

















EXHIBIT A


 


LENDER CONSENT
LETTER


 


PQ CORPORATION


CREDIT AGREEMENT


 


To:          UBS AG, Stamford Branch


677 Washington Blvd.


Stamford, CT 06901


 


Ladies and Gentlemen:


 


Reference is made 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.  Unless otherwise
defined herein, capitalized terms used herein and defined in the Credit
Agreement are used herein as therein defined.


 


Holdings and the Borrower
have requested that the Lenders consent to amend the Credit Agreement on the
terms and conditions described in the First Amendment to the Credit Agreement,
to which a form of this Lender Consent Letter is attached as Exhibit A.


 


Pursuant to
Section 9.08 of the Credit Agreement, the undersigned Lender hereby agrees
to all of the terms and conditions of such First Amendment.


 


	
   

  	
  Very truly yours,

  
	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  (NAME OF LENDER)

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  



 


Dated as of October 28, 2005