THIRD AMENDMENT TO CREDIT AGREEMENT

Exhibit 10.1

THIRD AMENDMENT TO CREDIT AGREEMENT

This Third Amendment to Credit Agreement, is dated the 7th day of August, 2015 (this "Amendment"), by and among Calgon Carbon Corporation, a Delaware corporation ("Calgon Carbon"), each of the Guarantors (as defined herein), each of the Lenders (as defined herein) and PNC Bank, National Association ("PNC"), as administrative agent for the Lenders (PNC, in such capacity, the "Administrative Agent").

W I T N E S S E T H:

WHEREAS, Calgon Carbon, the other Borrowers from time to time party thereto (together with Calgon Carbon, collectively the "Borrowers" and each a "Borrower"), the Guarantors from time to time party thereto (the "Guarantors"), PNC and various other financial institutions party thereto (PNC and such other financial institutions are each, a "Lender" and collectively, the "Lenders") and the Administrative Agent entered into that certain Credit Agreement, dated as of November 6, 2013, as amended by that certain Letter Agreement, dated as of February 10, 2014 (the "First Amendment") and that certain Second Amendment and Consent to Credit Agreement, dated November 6, 2014 (the “Second Amendment”) (as amended and as may be further amended, modified, supplemented or restated from time to time, the "Credit Agreement"); and

WHEREAS, the Loan Parties desire to amend the definition of “Change of Control” set forth in the Credit Agreement and the Administrative Agent and the Lenders desire to permit such amendment pursuant to the terms and conditions set forth herein.

NOW, THEREFORE, in consideration of the premises contained herein and other valuable consideration, the receipt and sufficiency of which are hereby acknowledged, and intending to be legally bound hereby, the parties hereto agree as follows:

1. All capitalized terms used herein which are defined in the Credit Agreement shall have the same meaning herein as in the Credit Agreement unless the context clearly indicates otherwise.

2. Section 1.1 [Certain Definitions] of the Credit Agreement is hereby amended by deleting the definition of “Change of Control” and inserting in its stead the following new definition:

Change of Control shall mean any "person" or "group" (as such terms are used in Sections 13(d) and 14(d) of the Securities Exchange Act of 1934, as amended (the "Exchange Act")), shall become, or obtain rights (whether by means or warrants, options or otherwise) to become, the "beneficial owner" (as defined in Rules 13(d)-3 and 13(d)-5 under the Exchange Act), directly or indirectly, of more than 50% of the Equity Interests of the Parent.

3. The amendment set forth in Sections 2 of this Amendment shall not become effective until the Administrative Agent has received the following, each in form and substance acceptable to the Administrative Agent:

(a) this Amendment, duly executed by the Borrower, the Guarantors, the Lenders and the Administrative Agent;

(b) a certificate of an Authorized Officer of each Loan Party in form and substance reasonably satisfactory to the Administrative Agent;

(c) payment of all fees and expenses owed to the Administrative Agent and its counsel in connection with this Amendment; and

(d) such other documents as may be reasonably requested by the Administrative Agent.

4. The Loan Parties hereby reconfirm and reaffirm that all representations and warranties, agreements and covenants made by and pursuant to the terms and conditions of the Credit Agreement and in each other Loan Document are true and correct in all material respects (without duplication of any materiality qualifier contained therein), before and after giving effect to this Amendment, as though made on and as of the date hereof, except for those made specifically as of another date, in which case such representations and warranties shall be true and correct in all material respects as of such date or time.

5. The Loan Parties represent and warrant that no Potential Default or Event of Default exists under the Credit Agreement, nor will any occur as a result of the execution and delivery of this Amendment or the performance or observance of any provision hereof.

6. Each reference to the Credit Agreement that is made in the Credit Agreement or any other document executed or to be executed in connection therewith shall hereafter be construed as a reference to the Credit Agreement as amended hereby.

7. The agreements contained in this Amendment are limited to the specific agreements contained herein.  Except as amended hereby, all of the terms and conditions of the Credit Agreement and the other Loan Documents shall remain in full force and effect.  This Amendment amends the Credit Agreement and is not a novation thereof.

8. This Amendment may be executed in any number of counterparts and by the different parties hereto on separate counterparts each of which, when so executed, shall be deemed to be an original, but all such counterparts shall constitute but one and the same instrument.  Delivery of an executed counterpart of a signature page of this Amendment by telecopy or e-mail shall be effective as delivery of a manually executed counterpart of this Amendment.

9. This Amendment shall be governed by, and shall be construed and enforced in accordance with, the Laws of the Commonwealth of Pennsylvania without regard to its conflict of laws principles.  The Loan Parties hereby consent to the jurisdiction and venue of the courts of the Commonwealth of Pennsylvania sitting in Allegheny County, Pennsylvania and of the United States District Court for the Western District of Pennsylvania, and any appellate court from any thereof, in any action or proceeding arising out of or relating to this Amendment.

[INTENTIONALLY LEFT BLANK]

Exhibit 10.1

IN WITNESS WHEREOF, and intending to be legally bound, the parties hereto, have caused this Amendment to be duly executed by their duly authorized officers on the day and year first above written.

		BORROWER:
WITNESS:		Calgon Carbon Corporation,
		a Delaware corporation
/s/ Xxxxxxx Xxxxxxx Ligo		By:	/s/ Xxxxxxx X. Xxxx
		Name:   Xxxxxxx X. Xxxx
		Title:   Senior Vice President

[SIGNATURE PAGE TO THIRD AMENDMENT TO CREDIT AGREEMENT]

		GUARANTORS:
WITNESS:		Calgon Carbon Investments, Inc.,
		a Delaware corporation
/s/ Xxxxxxx Xxxxxxx Ligo		By:	/s/ Xxxxxxx X. Xxxx
		Name:    Xxxxxxx X. Xxxx
WITNESS:		Calgon Carbon UV Technologies LLC,
		a Delaware limited liability company
/s/ Xxxxxxx Xxxxxxx Ligo		By:	/s/ Xxxxxxx X. Xxxx
		Name:   Xxxxxxx X. Xxxx
		Title:    Manager

[SIGNATURE PAGE TO THIRD AMENDMENT TO CREDIT AGREEMENT]

	ADMINISTRATIVE AGENT AND
	LENDERS:
	PNC BANK, NATIONAL ASSOCIATION, as a
	Lender and as Administrative Agent
	By:	/s/ Xxxxx X. XxXxxx
	Name:    Xxxxx X. XxXxxx
	Title:    Senior Vice President

[SIGNATURE PAGE TO THIRD AMENDMENT TO CREDIT AGREEMENT]

	CITIZENS BANK OF PENNSYLVANIA, as a
	Lender
	By:	/s/ Xxxxxx X. Xxxx
	Name: Xxxxxx X. Xxxx
	Title: Senior Vice President

Exhibit 10.1

[SIGNATURE PAGE TO THIRD AMENDMENT TO CREDIT AGREEMENT]

	BRANCH BANKING AND TRUST
	COMPANY, as a Lender
	By:	/s/ Xxxx X. Xxxxx
	Name:   Xxxx X. Xxxxx
	Title:     Senior Vice President

Exhibit 10.1

[SIGNATURE PAGE TO THIRD AMENDMENT TO CREDIT AGREEMENT]

	BANK OF AMERICA, N.A, as a Lender
	By:	/s/ Xxxxxxx X. X’Xxxxx
	Name:    Xxxxxxx X. X’Xxxxx
	Title:      Senior Vice President

[SIGNATURE PAGE TO THIRD AMENDMENT TO CREDIT AGREEMENT]

	FIRST COMMONWEALTH BANK, as a Lender
	By:	/s/ Xxxxx X. Xxxxxxx
	Name:   Xxxxx X. Xxxxxxx
	Title:     Senior Vice President

[SIGNATURE PAGE TO THIRD AMENDMENT TO CREDIT AGREEMENT]

	FIRST NATIONAL BANK OF
	PENNSYLVANIA, as a Lender
	By:	/s/ Xxxxx Xxxxx
	Name:    Xxxxx Xxxxx
	Title:    Banking Officer