Exhibit 10.14
THIS FEE AGREEMENT (this “
Agreement ”) is made as of February 11, 2005, and
is effective as of the Effective Time (as defined below), by and
among Niagara Holdings, Inc., a Delaware corporation ( “
Holdings ”), PQ Corporation, a Pennsylvania
corporation (“ PQ ”), and Peak Investments LLC,
a Delaware limited liability company (the “ Sponsor
Management Entity ”).
RECITALS
1.
Holdings, Niagara
Acquisition, Inc., a wholly-owned subsidiary of Holdings
(“ Niagara ”) and PQ are parties to that certain
Agreement and Plan of Merger, dated as of December 15, 2004
(the “ Merger Agreement ”), pursuant to which
Niagara was merged with and into PQ, with PQ remaining as the
surviving entity and a wholly-owned subsidiary of Holdings (the
“ Merger ”). References in this Agreement to the
“ Company ” refer to PQ as the surviving
corporation in the Merger.
2.
The parties hereto have agreed that
the Company shall pay a Transaction Fee (as defined below) to the
Sponsor Management Entity in connection with the closing of the
Merger and the capitalization of Holdings.
3.
The parties hereto desire that the
Company avail itself, for the term of this Agreement, of the
Sponsor Management Entity’s expertise in providing financial
and structural analysis, due diligence investigations, corporate
strategy, other advice and negotiation assistance, which the
parties believe will be beneficial to the Company, and the Sponsor
Management Entity wishes to provide the services to the Company as
set forth in this Agreement in consideration of the payment of a
Management Fee (as defined below).
In consideration of the premises and
agreements contained herein and of other good and valuable
consideration, the sufficiency of which are hereby acknowledged,
the parties agree as follows:
AGREEMENT
SECTION 1.
Transaction Fee . Upon the consummation of the Merger, the Company
shall pay a one-time sponsorship fee (the “ Transaction
Fee ”) in the amount of $2,500,000 to the Sponsor
Management Entity, in immediately available funds, in consideration
of the consummation of the Merger and the capitalization of
Holdings.
SECTION 2.
Appointment . The
Company hereby engages the Sponsor Management Entity to provide the
management services to the Company described in Section 3 (the
“ Management Services ”) for the term of this
Agreement on the terms and subject to the conditions of this
Agreement.
SECTION 3.
Management Services . The Sponsor Management Entity agrees that during
the term of this Agreement, it will provide to the Company, by and
through itself, its affiliates and such officers, employees,
representatives and third parties as the Sponsor Management Entity
in its sole discretion may designate from time to time,
management,
