Calgon Carbon Senior Credit Facility As Amended

Exhibit 10.1


CALGON CARBON CORPORATION,

as Borrower


THE LENDING INSTITUTIONS NAMED HEREIN,

as Lenders


NATIONAL CITY BANK OF PENNSYLVANIA

as a Lender, the Swing Line Lender and

as Administrative Agent

AMENDMENT NO. 2 AND WAIVER

dated as of

August 8, 2005

to

CREDIT AGREEMENT

dated as of

February 18, 2004


EXECUTION VERSION


AMENDMENT NO. 2 AND WAIVER TO CREDIT AGREEMENT


THIS AMENDMENT NO. 2 AND WAIVER TO CREDIT AGREEMENT, dated as of August 8, 2005 (this " Amendment and Waiver" ), among the following:


(i) CALGON CARBON CORPORATION, a Delaware corporation (herein, together with its successors and assigns, " Borrower" );


(ii) the lending institutions signatory hereto (herein, together with its or their successors and assigns, each a " Lender" and collectively, the " Lenders" ), and

(iii) NATIONAL CITY BANK OF PENNSYLVANIA , a national banking association, as a Lender, the Swing Line Lender, as the lead arranger and book manager and as the Administrative Agent (in such capacity, the " Administrative Agent" ).

PRELIMINARY STATEMENTS:

A. Borrower, the Lenders, the Swing Lender and the Administrative Agent entered into the Credit Agreement, dated as of February 18, 2004, as amended by Amendment No. 1, dated as of March 31, 2005 (as the same may from time to time be further amended, restated, amended and restated or otherwise modified, the " Credit Agreement," with the terms defined therein, or the definitions of which are incorporated therein, being used herein as so defined).


B. The parties hereto desire to amend certain terms and provisions of the Credit Agreement, as more fully set forth below.

NOW, THEREFORE, the parties hereby agree as follows:

1. WAIVER.

1.1 Borrower has informed the Administrative Agent and the Lenders that it was not in compliance with the Interest Coverage Ratio requirement of Section 10.9 of the Credit Agreement for the period ending June 30, 2005 (the " Existing Default" ). Borrower has requested that the Administrative Agent and the Lenders waive the Existing Default, and the Administrative Agent and the Required Lenders have agreed to waive and, effective as of the Amendment Effective Date (as defined in Section 5 of this Amendment and Waiver), waive the Existing Default upon the terms and conditions contained herein.

2. AMENDMENTS. Effective on and as of the Amendment Effective Date:


2.1 The following definitions shall be added to Section 1.1 of the Credit Agreement in the appropriate alphabetical order:


" Capital Distributions" shall mean a payment made, liability incurred or other consideration given as a dividend, return of capital or other distribution in respect of the Borrower' s capital stock or other equity interest, excluding dividends or distributions made solely in the form of capital stock of the Borrower.


1

" Fixed Charge Coverage Ratio" shall mean, for any Testing Period, the ratio of (i) Consolidated EBITDA for such Testing Period to (ii) the sum of (without duplication) of (a) Consolidated Interest Expense, plus (b) scheduled repayments of the principal of Indebtedness described in subsections (i), (ii), (iii), (vii) and (viii) of the definition of " Indebtedness," plus (c) Consolidated Capital Expenditures (to the extent paid in cash), plus (d) the aggregate amount of Capital Distributions made by the Borrower, if any, plus (e) Consolidated Income Tax Expense (to the extent paid in cash and net of refunds and credits), in each case, for such Testing Period.


2.2 The definition of " Interest Coverage Ratio" contained in Section 1.1 of the Credit Agreement shall be deleted in its entirety.


2.3 Section 10.2(f) of the Credit Agreement shall be deleted in its entirety and replaced with the following:


(f) [Reserved.]


2.4 Section 10.9 of the Credit Agreement shall be amended and restated in its entirety to read as follows:

10.9 Fixed Charge Coverage Ratio. The Borrower will not at any time permit its Fixed Charge Coverage Ratio to be less than 1.10 to 1.00 for any Testing Period.


3. REPRESENTATIONS AND WARRANTIES. Borrower represents and warrants to the Lenders, the Swing Line Lender and the Administrative Agent as follows:

3.1 Authorization and Validity of Amendment and Waiver, etc . This Amendment and Waiver has been duly authorized by all necessary corporate action on the part of Borrower, has been duly executed and delivered by a duly authorized officer of Borrower and constitutes the valid and binding agreement of Borrower, enforceable against Borrower in accordance with its terms, subject to applicable bankruptcy and insolvency laws.


3.2 Representations an ...