CCC 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. 1 dated as of

March , 2005

to

CREDIT AGREEMENT

dated as of

February 18, 2004


AMENDMENT NO. 1 TO CREDIT AGREEMENT


THIS AMENDMENT NO. 1 TO CREDIT AGREEMENT , dated as of March , 2005 (this " Amendment" ), 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 the same may from time to time be 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. AMENDMENTS. Effective on and as of the Amendment Effective Date (as defined in Section 4 of this Amendment):

1.1 Amended Definition . The definition of " Maturity Date" contained in Section 1.1 of the Credit Agreement shall be amended and restated in its entirety to read as follows:


" Maturity Date" shall mean February 18, 2008 or such earlier date on which the Total Commitment is terminated.

1.2 Amended Section . Section 10.8 of the Credit Agreement shall be amended and restated in its entirety to read as follows:

10.8 Ratio of Consolidated Total Debt to Consolidated EBITDA. The Borrower will not at any time permit the ratio of (x) the amount of its Consolidated Total Debt at such time to (y) its Consolidated EBITDA for its Testing Period most recently ended to exceed 3.25 to 1.00.

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


2.1 Authorization and Validity of Amendment, etc . This Amendment 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.


2.2 Representations and Warranties . The representations and warranties of Borrower contained in the Credit Agreement or in the other Credit Documents are true and correct in all material respects on and as of the date hereof as though made on and as of the date hereof, except to the extent that such representations and warranties expressly relate to an earlier specified date, in which case such representations and warranties are hereby reaffirmed as true and correct in all material respects as of the date when made.


2.3 No Event of Default . No condition or event has occurred or exists which constitutes or which, after notice or lapse of time or both, would constitute a Default or an Event of Default.

2.4 No Claims . Neither Borrower nor any Subsidiary has any claim or offset against, or defense or counterclaim to, any of Borrower' s or any Subsidiary' s obligations or liabilities under the C ...