Exhibit 10.3


 


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.


 


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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