Exhibit 10.7
EXECUTION VERSION
AMENDMENT NO. 1 TO AMENDED AND RESTATED CREDIT AGREEMENT
THIS AMENDMENT NO. 1 TO AMENDED AND RESTATED CREDIT AGREEMENT , dated as of March 23, 2006 (this " Amendment" ), among the following:
(i) CALGON CARBON CORPORATION , a Delaware corporation (herein, together with its successors and assigns, the " 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, a Letter of Credit Issuer, the Swing Line Lender, as the lead arranger and book manager, as the Administrative Agent (in such capacity, the " Administrative Agent" ), and the Collateral Agent.
PRELIMINARY STATEMENTS: A. The Borrower, the Lenders, the Swing Lender and the Administrative Agent entered into the Amended and Restated Credit Agreement, dated as of January 30, 2006 (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 Annex . Annex XI to the Credit Agreement shall be amended and restated in its entirety as set forth on Exhibit 1 attached hereto.
1.2 Amended Section . Section 10.8 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; provided , however , that for any Testing Period ending December 31, 2005, March 31, 2006, June 30, 2006 or September 30, 2006, the Borrower' s Fixed Charge Coverage Ratio shall be calculated excluding from Consolidated Capital Expenditures the amount of Consolidated Reimbursable Capital Expenditures paid in cash during the applicable Testing Period; provided , further , that to the extent the Borrower does not receive casualty and/or business interruption
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insurance proceeds in the full amount of such Consolidated Reimbursable Capital Expenditures by September 30, 2006, the Borrower' s Fixed Charge Coverage Ratio for the Testing Period ending September 30, 2006 shall be calculated to include in Consolidated Capital Expenditures the amount of Consolidated Reimbursable Capital Expenditures paid in cash for such Testing Period to the extent casualty and/or business interruption insurance proceeds have not been received."
1.3 New Definition . Section 1.1 of the Credit Agreement shall be amended to add the following definition in the appropriate alphabetical order:
"" Consolidated Reimbursable Capital Expenditure s" shall mean, for any period, the aggregate of all Consolidated Capital Expenditures made or incurred by the Borrower and its Subsidiaries during that period and that have been, or the Borrower believes in good faith will be no later than September 30, 2006, reimbursed with proceeds of casualty and/or business interruption insurance."
1.4 New Section. Section 9.1 of the Credit Agreement shall be amended to add the following section (k) thereto:
" (k) As soon as available and in any event within 45 days after the close of each of the quarterly accounting periods ending March 31, 2006, June 30, 2006 and September 30, 2006, a written report, in reasonable detail for such applicable period, setting forth the amount of Consolidated Reimbursable Capital Expenditures made or incurred in such period and the amount of casualty and/or business interruption insurance proceeds received during such period."
2. REPRESENTATIONS AND WARRANTIES. The Borrower represents and warrants to the Lenders, the Swing Line Lender, each Letter of Credit Issuer, the Administrative Agent and the Collateral 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 the Borrower, has been duly executed and delivered by a duly authorized officer of the Borrower and constitutes the valid and binding agreement of the Borrower, enforceable against the Borrower in accordance with its terms.
2.2 Representations and Warranties . The representations and warranties of the 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 ...
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