Senior Credit Facility

Exhibit 10.8

EXECUTION VERSION

CREDIT AGREEMENT , dated as of February 18, 2004 (herein, as amended, supplemented or otherwise modified from time to time," this Agreement" ), among the following:

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


(ii) the lending institutions listed in Annex I 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 one of the Lenders, as the Lender under the Swing Line Revolving Facility referred to herein (together with its successors and assigns, in such capacity, the " Swing Line Lender" ), as the lead arranger and book manager and as administrative agent (in such capacity, the " Administrative Agent" ).


PRELIMINARY STATEMENTS:


(1) Unless otherwise defined herein, all capitalized terms used herein and defined in section 1 are used herein as so defined.


(2) The Borrower has applied to the Lenders for credit facilities in order to (i) refinance certain indebtedness of the Borrower; (ii) finance the acquisition of substantially all of the assets of Barnebey Sutcliffe Corporation, an Ohio corporation, and all of the issued and outstanding capital stock of Waterlink (UK) Holdings Limited (together, the " Purchased Entities" ) to be purchased pursuant to the Purchase Agreement (defined herein) and (iii) provide working capital and funds for capital expenditures and other lawful purposes.

(3) Subject to and upon the terms and conditions set forth herein, the Lenders are willing to make available to the Borrower the credit facilities provided for herein.


NOW, THEREFORE , it is agreed and the parties intending to be legally bound hereby:


SECTION 1. DEFINITIONS AND TERMS.


1.1. Certain Defined Terms. As used herein, the following terms shall have the meanings herein specified unless the context otherwise requires:

" Account" shall mean any present or future right to payment for goods sold or leased or for services rendered, whether now existing or hereafter arising and whether or not earned by performance.


" Acquisition" shall mean and include (i) any acquisition on a going concern basis (whether by purchase, lease or otherwise) of any facility and/or business operated by any person who is not a Subsidiary of the Borrower, and (ii) any acquisition of a majority of the outstanding equity or other similar interests in any such person (whether by merger, stock purchase or otherwise).

" Administrative Agent" shall have the meaning provided in the first paragraph of this Agreement and shall include any successor to the Administrative Agent appointed pursuant to section 12.9.

" Affiliate" shall mean, with respect to any person, any other person directly or indirectly controlling, controlled by, or under direct or indirect common control with such person. A person shall be deemed to control a second person if such first person possesses, directly or indirectly, the power (i) to


vote 10% or more of the securities having ordinary voting power for the election of directors or managers of such second person or (ii) to direct or cause the direction of the management and policies of such second person, whether through the ownership of voting securities, by contract or otherwise. Notwithstanding the foregoing, (x) a director, officer or employee of a person shall not, solely by reason of such status, be considered an Affiliate of such person; and (y) neither the Administrative Agent nor any Lender shall in any event be considered an Affiliate of the Borrower or any of its Subsidiaries.

" Agreement" shall have the meaning provided in the introductory paragraph of this Agreement.


" Alternative Currency" shall mean and include: (i) the currencies listed on Annex VIII, if at the time the applicable currency is readily and freely transferable and convertible into Dollars; and (ii) any other lawful currency other than Dollars that is readily and freely transferable and convertible into Dollars and is acceptable to the Lenders as provided in section 2.3(b), as applicable, and any applicable Letter of Credit Issuer.


" Alternative Currency Sublimit" shall have the meaning provided in section 2.1(a).

" Applicable Eurodollar Margin" shall have the meaning provided in section 2.8(h).


" Applicable Facility Fee Rate" shall have the meaning provided in section 4.1(b).


" Applicable Lending Office" shall mean, with respect to each Lender, (i) such Lender' s Domestic Lending Office in the case of Borrowings consisting of Prime Rate Loans and (ii) such Lender' s Eurodollar Lending Office in the case of Borrowings consisting of Eurodollar Loans.


" Applicable Prime Rate Margin" shall have the meaning provided in section 2.8(h).

" Approved Bank" shall have the meaning provided in the definition of Cash Equivalents.

" Asset Sale" shall mean the sale, transfer or other disposition (including by means of Sale and Lease-Back Transactions, and by means of mergers, consolidations, and liquidations of a corporation, partnership or limited liability company of the interests therein of the Borrower or any Subsidiary) by the Borrower or any Subsidiary to any person other than the Borrower or any Subsidiary of any of their respective assets, provided that the term Asset Sale specifically excludes any sales, transfers or other dispositions of inventory, or obsolete or excess furniture, fixtures, equipment or other property, tangible or intangible, in each case in the ordinary course of business.

" Assignment Agreement" shall mean an Assignment Agreement substantially in the form of Exhibit E hereto.

" AST" shall mean Advanced Separation Technologies, Inc., a Florida corporation.


" Authorized Officer" shall mean any officer or employee of the Borrower designated as such in writing to the Administrative Agent by the Borrower.

" Bankruptcy Code" shall have the meaning provided in section 11.1(g).

" Basket Investments" shall have the meaning provided in section 10.5(m).


" Borrower" shall have the meaning provided in the first paragraph of this Agreement.


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" Borrowing" shall mean (i) the incurrence of General Revolving Loans consisting of one Type of Loan, by the Borrower from all of the Lenders having Commitments in respect thereof on a pro rata basis on a given date (or resulting from Conversions, Continuations or Redenominations on a given date), having in the case of Eurodollar Loans the same Interest Period, or (ii) the incurrence of a Swing Line Revolving Loan of a single Type from the Swing Line Lender on a given date.


" Business Day" shall mean: (i) for all purposes other than as covered by clause (ii) below, any day excluding Saturday, Sunday and any day that shall be in the city in which the applicable Payment Office is located a legal holiday or a day on which banking institutions are authorized by law or other governmental actions to close; and (ii) with respect to all notices and determination in connection with, and payments of principal and interest on, Eurodollar Loans, any day that is a Business Day described in clause (i) and that is also a day on which dealings are carried on in the London interbank market and banks are open for business in London and in the country of issue of any Alternative Currency in which any applicable Eurodollar Loans are denominated.


" Capital Lease" as applied to any person shall mean any lease of any property (whether real, personal or mixed) by that person as lessee that, in conformity with GAAP, is accounted for as a capital lease on the balance sheet of that person.

" Capitalized Lease Obligations" shall mean all obligations under Capital Leases of the Borrower or any of its Subsidiaries in each case taken at the amount thereof accounted for as liabilities identified as " capital lease obligations" (or any similar words) on a consolidated balance sheet of the Borrower and its Subsidiaries prepared in accordance with GAAP.


" Cash Equivalents" shall mean any of the following (including foreign equivalents thereof):


(i) securities issued or directly and fully guaranteed or insured by the United States of America or any agency or instrumentality thereof ( provided that the full faith and credit of the United States of America is pledged in support thereof) having maturities of not more than one year from the date of acquisition;

(ii) U.S. dollar denominated time deposits, certificates of deposit and bankers' acceptances of (x) any Lender or (y) any bank whose short-term commercial paper rating from S&P is at least A-1 or the equivalent thereof or from Moody' s is at least P-1 or the equivalent thereof (any such bank, an " Approved Bank" ), in each case with maturities of not more than 180 days from the date of acquisition;


(iii) commercial paper issued by any Lender or Approved Bank or by the parent company of any Lender or Approved Bank and commercial paper issued by, or guaranteed by, any industrial or financial company with a short-term commercial paper rating of at least A-1 or the equivalent thereof by S&P or at least P-1 or the equivalent thereof by Moody' s, or guaranteed by any industrial company with a long term unsecured debt rating of at least A or A2, or the equivalent of each thereof, from S&P or Moody' s, as the case may be, and in each case maturing within 270 days after the date of acquisition;

(iv) investments in money market funds substantially all the assets of which are comprised of securities of the types described in clauses (i) through (iii) above; and


(v) investments in money market funds access to which is provided as part of " sweep" accounts maintained with a Lender or an Approved Bank.


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" Cash Proceeds" shall mean, with respect to any: (i) Asset Sale, the aggregate cash payments (including any cash received by way of deferred payment pursuant to a note receivable issued in connection with such Asset Sale, other than the portion of such deferred payment constituting interest, but only as and when so received) received by the Borrower and/or any Subsidiary from such Asset Sale; (ii) Event of Loss, the aggregate cash payments received by the Borrower and/or any Subsidiary as the result of such Event of Loss; and (iii) Material Recovery Event, the aggregate cash payments received by the Borrower and/or any Subsidiary as the result of such Material Recovery Event.

" CERCLA" shall mean the Comprehensive Environmental Response, Compensation, and Liability Act of 1980, as the same may be amended from time to time, 42 U.S.C. a7 9601 et seq .


" Change of Control" shall mean and include any of the following:

(i) during any period of two consecutive calendar years, individuals who at the beginning of such period constituted the Borrower' s Board of Directors (together with any new directors (x) whose election by the Borrower' s Board of Directors was, or (y) whose nomination for election by the Borrower' s shareholders was (prior to the date of the proxy or consent solicitation relating to such nomination), approved by a vote of at least two-thirds of the directors then still in office who either were directors at the beginning of such period or whose election or nomination for election was previously so approved), shall cease for any reason to constitute a majority of the directors then in office;

(ii) any person or group (as such term is defined in section 13(d)(3) of the 1934 Act) shall acquire, directly or indirectly, beneficial ownership (within the meaning of Rule 13d-3 and 13d-5 of the 1934 Act) of more than 35%, on a fully diluted basis, of the economic or voting interest in the Borrower' s capital stock;

(iii) the shareholders of the Borrower approve a merger or consolidation of the Borrower with any other person, other than a merger or consolidation that would result in the voting securities of the Borrower outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted or exchanged for voting securities of the surviving or resulting entity) more than 75% of the combined voting power of the voting securities of the Borrower or such surviving or resulting entity outstanding after such merger or consolidation;


(iv) the shareholders of the Borrower approve a plan of complete liquidation of the Borrower or an agreement or agreements for the sale or disposition by the Borrower of all or substantially all of the Borrower' s assets; and/or

(v) any " change in control" or any similar term as defined in any of the indentures, credit agreements, note or securities purchase agreements, or other agreements or instruments governing any Indebtedness of the Borrower or any of its Subsidiaries with an outstanding principal amount, or providing for commitments to lend or otherwise invest or purchase in an outstanding principal amount, of at least $10,000,000 (or the equivalent amount in any other currency).


" Claims" shall have the meaning provided in the definition of Environmental Claims.

" Closing Date" shall mean the date, on or after the Effective Date, upon which the conditions specified in section 7.1 are satisfied.


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" Code" shall mean the Internal Revenue Code of 1986, as amended from time to time, and the regulations promulgated thereunder. Section references to the Code are to the Code, as in effect at the Effective Date and any subsequent provisions of the Code, amendatory thereof, supplemental thereto substituted therefor.


" Commitment" shall mean, with respect to each Lender, its General Revolving Commitment or its Swing Line Revolving Commitment, or both, as the case may be.

" Confidential Information" shall have the meaning provided in section 13.15.

" Consolidated Amortization Expense" shall mean, for any period, all amortization expenses, including without limitation, amortization of goodwill, of the Borrower and its Subsidiaries, all as determined for the Borrower and its Subsidiaries on a consolidated basis in accordance with GAAP.


" Consolidated Capital Expenditures" shall mean, for any period, the aggregate of all expenditures for property, plant or equipment (whether paid in cash or accrued as liabilities and including in all events amounts expended or capitalized under Capital Leases and Synthetic Leases but excluding any amount representing capitalized interest) by the Borrower and its Subsidiaries during that period.

" Consolidated Cash" shall mean, as of any date, the aggregate cash and Cash Equivalents held by the Borrower and its Subsidiaries.


" Consolidated Depreciation Expense" shall mean, for any period, all depreciation expenses of the Borrower and its Subsidiaries, all as determined for the Borrower and its Subsidiaries on a consolidated basis in accordance with GAAP.

" Consolidated EBIT" shall mean, for any period, Consolidated Net Income for such period; plus the sum (without duplication) of the amounts for such period included in determining such Consolidated Net Income of (i) Consolidated Interest Expense, (ii) Consolidated Income Tax Expense, (iii) extraordinary and other non-recurring non-cash losses and charges, (iv) expenses attributable to stock options, (v) one time expenses incurred or accrued on or prior to March 31, 2003 associated with the resignation and separation of Jim Cederna in an amount not to exceed $2,000,000; (vi) one time non-cash restructuring, reorganization and implementation charges associated with Permitted Dispositions, and (vii) the cumulative effect of changes in accounting principles adopted after the date hereof less (B) extraordinary or other non-recurring gains, all as determined for the Borrower and its Subsidiaries on a consolidated basis in accordance with GAAP, except that in computing Consolidated Net Income for purposes of this definition, there shall be excluded therefrom (x) the income (or loss) of any entity (other than Subsidiaries of the Borrower) in which the Borrower or any of its Subsidiaries has a joint or minority interest, except to the extent of the amount of dividends or other distributions actually paid to the Borrower or any of its Subsidiaries during such period, and (y) the income of any Subsidiary of the Borrower to the extent that the declaration or payment of dividends or similar distributions by that Subsidiary of that income is not at the time permitted by operation of the terms of its charter or any agreement, instrument, judgment, decree, order, statute, rule or governmental regulation applicable to that Subsidiary; and provided that, notwithstanding anything to the contrary contained herein, the Borrower' s Consolidated EBIT for any Testing Period shall (x) include the appropriate financial items for any or business unit that has been acquired by the Borrower for any portion of such Testing Period prior to date of acquisition, and (y) exclude the appropriate financial items for any person or business unit that has been disposed of by the Borrower, for the portion of such Testing Period prior to the date of disposition, and provided further that the Consolidated EBIT for the Purchased Entities will be deemed to be (i) $1,500,000 for each of the fiscal quarters ended June 30, 2003, September 30, 2003 and December 31, 2003, and (ii) $750,000 for the period from January 1, 2004 through and including the Closing Date.


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" Consolidated EBITDA" shall mean, for any period, Consolidated EBIT for such period; plus (A) the sum (without duplication) of the amounts for such period included in determining such Consolidated Net Income of (i) Consolidated Depreciation Expense, and (ii) Consolidated Amortization Expense, all as determined for the Borrower and its Subsidiaries on a consolidated basis in accordance with GAAP, provided that, notwithstanding anything to the contrary contained herein, the Borrower' s Consolidated EBITDA for any Testing Period shall (x) include the appropriate financial items for any person or business unit that has been acquired by the Borrower for any portion of such Testing Period prior to the date of acquisition, and (y) exclude the appropriate financial items for any person or business unit that has been disposed of by the Borrower, for the portion of such Testing Period prior to the date of disposition, and provided further that the Consolidated EBITDA for the Purchased Entities will be deemed to be (i) $1,875,000 for each of the fiscal quarters ended June 30, 2003, September 30, 2003 and December 31, 2003, and (ii) $937,000 for the period from January 1, 2004 through and including the Closing Date.

" Consolidated Income Tax Expense" shall mean, for any period, all provisions for taxes based on the net income of the Borrower or any of its Subsidiaries, all as determined for the Borrower and its Subsidiaries on a consolidated basis in accordance with GAAP.

" Consolidated Interest Expense" shall mean, for any period, interest expense net of interest income of the Borrower and its Subsidiaries on a consolidated basis with respect to all outstanding Indebtedness of the Borrower and its Subsidiaries, all as determined for the Borrower and its Subsidiaries on a consolidated basis in accordance with GAAP.


" Consolidated Net Income" shall mean for any period, the net income (or loss) of the Borrower and its Subsidiaries on a consolidated basis for such period taken as a single accounting period determined in conformity with GAAP.


" Consolidated Net Worth" shall mean at any time for the determination thereof (i) all amounts that, in conformity with GAAP (without giving effect to any non-cash losses as a result of impairment of goodwill as required by Statement of Financial Accounting Standards No. 142), would be included under the caption " total stockholders' equity" (or any like caption) on a consolidated balance sheet of the Borrower as at such date, provided that in no event shall Consolidated Net Worth include any amounts in respect of Redeemable Stock.


" Consolidated Total Assets" shall mean with respect to any person at any date of determination the net book value of all assets that would appear on a consolidated balance sheet of such person and its consolidated Subsidiaries at such date that is prepared in accordance with GAAP.


" Consolidated Total Debt" shall mean the sum (without duplication) of the principal amount (or Capitalized Lease Obligation, in the case of a Capital Lease, or present value, based on the implicit interest rate, in the case of any Synthetic Lease, or the higher of liquidation value or stated value, in the case of Redeemable Stock) of all Indebtedness of the Borrower and each of its Subsidiaries, all as determined on a consolidated basis, minus Consolidated Cash.


" Continue ," " Continuation" and " Continued" each refers to a continuation of a General Revolving Loan that is a Eurodollar Loans for an additional Interest Period as provided in section 2.9.

" Convert ," " Conversion" and " Converted" each refers to a conversion of General Revolving Loans of one Type into General Revolving Loans of another Type, pursuant to section 2.7, 2.9(b), 2.10 or 6.2.

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" Credit Documents" shall mean this Agreement, the Notes and each other document or agreement executed in connection herewith.


" Credit Party" shall mean the Borrower and each Subsidiary Guarantor.

" Default" shall mean any event, act or condition that with notice or lapse of time, or both, would constitute an Event of Default.


" Defaulting Lender" shall mean any Lender with respect to which a Lender Default is in effect.


" Designated Hedge Agreement" shall mean any Hedge Agreement to which the Company or any of its Subsidiaries is a party which, pursuant to (x) a written instrument signed by the Administrative Agent and (y) the following provisions, has been designated as a Designated Hedge Agreement so that the Company' s or Subsidiary' s counterparty' s credit exposure thereunder will be entitled to share in the benefits of the Subsidiary Guaranty and any other Credit Documents to the extent the Subsidiary Guaranty and such Credit Documents provide guarantees or security for creditors of the Company or any Subsidiary under Designated Hedge Agreements:

(i) The Administrative Agent will, without the approval or consent of the Lenders, designate a Hedge Agreement entered into with a Lender or an Affiliate of a Lender as a Designated Hedge Agreement.

(ii) If so requested by the Company, the Administrative Agent may, without the approval or consent of the Lenders, designate a Hedge Agreement as a Designated Hedge Agreement.


(iii) Notwithstanding clause (ii) above, the Administrative Agent will not designate any Hedge Agreement as a Designated Hedge Agreement without the approval, consent or instructions of the Required Lenders, unless the Administrative Agent reasonably determines, at the time of such designation and after giving effect thereto, in accordance with its own customary valuation practices, that the maximum aggregate credit exposure to the Company and its Subsidiaries of all counterparties under all Designated Hedge Agreements is not more than $10,000,000.

(iv) It shall be a condition to the rights of any counterparty creditor of the Company or any Subsidiary under any Designated Hedge Agreement to share in any recoveries of enforcement of the Subsidiary Guaranty and of the Credit Documents, that such counterparty creditor shall have entered into an intercreditor or similar agreement with the Administrative Agent under which recoveries from the Company and its Subsidiaries with respect to such Designated Hedge Agreement will be shared in a manner consistent with the provisions of section 11.3 hereof.


" Dollars ," " U.S. dollars ," " dollars" and the sign " $" each means lawful money of the United States.


" Domestic Lending Office" shall mean, with respect to any Lender, the office of such Lender specified as its Domestic Lending Office in Annex I or in the Assignment Agreement pursuant to which it became a Lender, or such other office of such Lender as such Lender may from time to time specify to the Borrower and the Administrative Agent.

" Domestic Subsidiary" shall mean any Subsidiary other than a Foreign Subsidiary.

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" Effective Date" shall have the meaning provided in section 13.10.

" Eligible Accounts Receivable" shall mean, as of any date, the gross outstanding balance on such date, determined in accordance with GAAP and stated on a basis consistent with the historical practices of the Borrower as of the Closing Date, of Accounts of the Borrower and its Subsidiaries, less the sum of (x) reserves established in respect of Accounts and (y) any amount that the Administrative Agent determines in its good faith business judgment to be ineligible for purposes of calculating the covenant set forth in section 10.7.


" Eligible Inventory" shall mean, as of any date, the aggregate value of the Inventory of the Borrower and its Subsidiaries valued at the lower of cost or market and on a first-in, first-out basis, excluding such Inventory as the Administrative Agent determines in its good faith business judgment to be ineligible for purposes of calculating the covenant set forth in section 10.7.


" Eligible PP&E" shall mean, as of any date, the net book value of the property, plant and equipment of the Borrower and its Subsidiaries as reflected on the Borrower' s most recent financial statements.


" Eligible Transferee" shall mean and include a commercial bank, financial institution or other " accredited investor" (as defined in SEC Regulation D), in each case that:


(i) is not disapproved in writing by the Borrower in a notice given to a requesting Lender and the Administrative Agent, specifying the reasons for such disapproval, within five Business Days following the giving of notice to the Borrower of the identity of any proposed transferee (any such disapproval by the Borrower must be reasonable), provided that (a) this subclause (i) shall not apply in the case of any participation permitted pursuant to section 13.4(b) and (b) Borrower shall not be entitled to exercise the foregoing right of disapproval if and so long as any Event of Default shall have occurred and be continuing; and


(ii) is not a direct competitor of the Borrower or engaged in the same or similar principal lines of business as the Borrower and its Subsidiaries considered as a whole, or a Subsidiary of any such competitor of the Borrower and its Subsidiaries.


" Environmental Claims" shall mean any and all administrative, regulatory or judicial actions, suits, demands, demand letters, claims, liens, notices of non-compliance or violation, investigations or proceedings relating in any way to any Environmental Law or any permit issued under any such law (hereafter " Claims" ), including, without limitation, (i) any and all Claims by governmental or regulatory authorities for enforcement, cleanup, removal, response, remedial or other actions or damages pursuant to any applicable Environmental Law, and (ii) any and all Claims by any third party seeking damages, contribution, indemnification, cost recovery, compensation or injunctive relief resulting from the storage, treatment or Release (as defined in CERCLA) of any Hazardous Materials or arising from alleged injury or threat of injury to health, safety or the environment.

" Environmental Law" shall mean any applicable Federal, state, foreign or local statute, law, rule, regulation, ordinance, code, binding and enforceable guideline, binding and enforceable written policy and rule of common law now or hereafter in effect and in each case as amended, and any binding and enforceable judicial or administrative interpretation thereof, including any judicial or administrative order, consent, decree or judgment issued to or rendered against the Borrower or any of its Subsidiaries relating to the environment, employee health and safety or Hazardous Materials, including, without limitation, CERCLA; RCRA; the Federal Water Pollution Control Act, 33 U.S.C. a7 2601 et seq. ; the Clean Air Act, 42 U.S.C. a7 7401 et seq. ; the Safe Drinking Water Act, 42 U.S.C. a7 3803 et seq. ; the Oil Pollution Act of 1990, 33 U.S.C. a7 2701 et seq. ; the Emergency Planning and the Community Right-to-Know


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Act of 1986, 42 U.S.C. a7 11001 et seq. , the Hazardous Material Transportation Act, 49 U.S.C. a7 1801 et seq. ; and the Occup ...