FOURTH AMENDMENT TO CREDIT AGREEMENT
Exhibit
10.6
FOURTH
AMENDMENT TO CREDIT AGREEMENT
FOURTH
AMENDMENT TO CREDIT AGREEMENT dated as of September 15, 2008 (this “Fourth
Amendment”),
among
CALGON CARBON CORPORATION, a corporation organized under the laws of the State
of Delaware (the “Company”),
CALGON CARBON INVESTMENTS INC., a corporation organized under the laws of the
State of Delaware (“Calgon
Investments”),
CHEMVIRON CARBON LIMITED, a private company limited by shares organized under
the laws of England and Wales with company number 02208285 (“Chemviron”),
WATERLINK (UK) HOLDINGS LIMITED, a private company limited by shares organized
under the laws of England and Wales with company number 03181974 (“Waterlink”),
SUTCLIFFE XXXXXXXX LIMITED, a private company limited by shares organized under
the laws of England and Wales with company number 029081113 (“Sutcliffe”),
LAKELAND PROCESSING LIMITED, a private company limited by shares organized
under
the laws of England and Wales with company number 02926645 (“Lakeland”),
CHARCOAL CLOTH (INTERNATIONAL) LIMITED, a private company limited by shares
organized under the laws of England and Wales with company number 02743909
(“Charcoal
International”),
BSC
COLUMBUS, LLC, a limited liability company organized under the laws of the
State
of Delaware (“BSC”),
and
CCC COLUMBUS LLC, a limited liability company organized under the laws of the
State of Delaware (“Columbus”),
the
Lenders party hereto, X.X. XXXXXX EUROPE LIMITED, as the European Administrative
Agent, JPMORGAN CHASE BANK, N.A., as the US Administrative Agent, and X.X.
XXXXXX SECURITIES, INC., as Sole Bookrunner and Sole Lead Arranger.
WHEREAS,
the Loan Parties are party to a Credit Agreement dated as of August 18, 2006,
as
amended (the “Existing
Credit Agreement”),
with
the Lenders party thereto (the “Lenders”)
and
the Administrative Agents party thereto (as further amended and modified by
this
Fourth Amendment and as the same may be further amended, modified, supplemented
or restated from time to time, the “Credit
Agreement”);
and
WHEREAS,
the Loan Parties, the Administrative Agents and the Lenders have agreed to
amend
Section 5.10(a) of the Credit Agreement as more fully set forth
below.
NOW,
THEREFORE, in consideration of the foregoing and the agreements contained
herein, the parties hereby agree as follows:
1. Capitalized
Terms.
Capitalized
terms used herein which are defined in the Credit Agreement have the same
meanings herein as therein, except to the extent that such meanings are amended
hereby.
2. Amendment
to Credit Agreement.
Subject
to the terms and conditions set forth herein and in reliance on the
representations set forth in Section 3 hereof, the Loan Parties, the Lenders
and
the Administrative Agents agree that Section 5.10(a) of the Credit Agreement
be,
and it hereby is, amended, by deleting Section 5.10(a) of the Credit Agreement
and replacing it with the following new Section 5.10(a):
“(a) Each
Loan
Party will, and will cause each Subsidiary to, (i) maintain with financially
sound and reputable carriers having a financial strength rating of at least
A-
by A.M. Best Company (a) insurance in such amounts (with no greater risk
retention) and against such risks (including loss or damage by fire and loss
in
transit; theft, burglary, pilferage, larceny, embezzlement, and other criminal
activities; business interruption; and general liability) and such other
hazards, as is customarily maintained by companies of established repute engaged
in the same or similar businesses operating in the same or similar locations
and
(b) all insurance required pursuant to the Collateral Documents; (ii) maintain
such other insurance as may be required by law; and (iii) upon request by an
Administrative Agent, which request need not be made in writing, furnish the
Administrative Agents with certificates evidencing the insurance required by
this paragraph. In the event of Loan Parties’ failure to obtain or maintain the
insurance required by this paragraph, the Administrative Agents shall have
the
right to obtain the required coverage and xxxx the applicable Borrowers for
the
premium payments therefor.”
3. No
Default; Representations and Warranties, etc.
Each
of
the Loan Parties represents and warrants to the Lenders and the Administrative
Agents that as of the date hereof and after giving effect to the amendments
set
forth herein (a) the representations of the Loan Parties contained in Article
III of the Credit Agreement are true and correct in all material respects as
of
the date hereof as if made on such date (except to extent that such
representations and warranties expressly relate to an earlier date, in which
case they shall be true and correct in all material respects as of such date);
(b) the Loan Parties are in compliance in all material respects with all of
the
terms and provisions set forth in the Credit Agreement and the other Loan
Documents to be observed or performed by them thereunder; (c) no Default shall
have occurred and be continuing; and (d) the execution, delivery and performance
by the Loan Parties of this Fourth Amendment (i) have been duly authorized
by
all necessary corporate and, if required, shareholder action on the part of
the
Loan Parties, (ii) will not violate any applicable material law or regulation
or
the organizational documents of any Loan Party, (iii) will not violate or result
in a default under any material indenture, agreement or other instrument binding
on any Loan Party or any of its assets and (iv) do not require any consent,
waiver or approval of or by any Person (other than the Administrative Agents
and
the Lenders) which has not been obtained.
4. Effective
Date.
Upon
receipt by the Administrative
Agents from each party hereto of either (i) a counterpart of this Fourth
Amendment signed on behalf of such party or (ii) written evidence reasonably
satisfactory to the Administrative Agents (which may include telecopy
transmission of a signed signature page to this Fourth Amendment) that such
party has signed a counterpart of this Fourth Amendment, the amendments set
forth in this Fourth Amendment shall be deemed to be effective as of the date
of
this Fourth Amendment.
5. Confirmation
of Guarantee and Collateral Documents.
Each
Loan
Guarantor hereby confirms that all Obligations of the Borrowers under the Credit
Agreement are and shall continue to be entitled to the benefits of the guarantee
set forth in Article X of the Credit Agreement, and each Loan Party hereby
confirms that the Obligations under the Credit Agreement, and in respect of
its
guarantee under Article X of the Credit Agreement (in the case of the Loan
Guarantors), are and shall continue to be entitled to the benefits of the
collateral security provided by the Collateral Documents.
Each
Affiliate or Subsidiary of any Loan Party that is a party to any Other
Collateral Documents hereby confirms that the Obligations under the Credit
Agreement are and shall continue to be entitled to the benefits of the
collateral security provided by the Other Collateral Documents.
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6. Miscellaneous.
(a) The
Loan
Parties, the Lenders and the Administrative Agents hereby ratify and confirm
the
terms and provisions of the Credit Agreement and the other Loan Documents and
agree that, except to the extent specifically amended hereby, the Credit
Agreement, the other Loan Documents and all related documents shall remain
in
full force and effect. Nothing contained herein shall constitute an amendment
or
waiver of any provision of the Loan Documents, except such amendments as are
expressly set forth herein.
(b) The
Loan
Parties jointly and severally agree to pay all reasonable out-of-pocket costs
and expenses incurred by JPMorgan Chase Bank, N.A. and its respective Affiliates
(including the reasonable fees, charges and disbursements of counsel for the
Agent), in connection with the preparation of this Fourth
Amendment.
(c) This
Fourth Amendment may be executed in any number of counterparts (including by
way
of facsimile transmission), each of which, when executed and delivered, shall
be
an original, but all counterparts shall together constitute one
instrument.
(d) This
Fourth Amendment shall be governed by the laws of the State of New York and
shall be binding upon and inure to the benefit of the parties hereto and their
respective successors and assigns.
[Signature
Pages Follow]
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IN
WITNESS WHEREOF, the parties hereto have caused this Fourth Amendment to be
duly
executed by their respective authorized officers as of the day and year first
above written.
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BORROWERS:
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By:
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/s/
Xxxxx X. Xxxx
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Name:
Xxxxx X. Xxxx
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Title:
Director
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CALGON
CARBON INVESTMENTS, INC.
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By:
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/s/
Xxxxx X. Xxxx
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Name:
Xxxxx X. Xxxx
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Title:
Director
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BSC
COLUMBUS, LLC
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By:
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/s/
Xxxxx X. Xxxx
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Name:
Xxxxx X. Xxxx
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Title:
Director
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CCC
COLUMBUS, LLC
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By:
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/s/
Xxxxx X. Xxxx
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Name:
Xxxxx X. Xxxx
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Title:
Director
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EXECUTED
AND DELIVERED as a Deed by
CHEMVIRON
CARBON LIMITED acting by:
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Director:
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/s/
C.H.S.(Kees)Majoor
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Director/secretary:
C.H.S. (Kees) Majoor
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EXECUTED
AND DELIVERED as a Deed by
WATERLINK
(UK) HOLDINGS LIMITED acting by:
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Director:
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/s/
C.H.S.(Kees)Majoor
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Director/secretary:
C.H.S. (Kees) Majoor
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EXECUTED
AND DELIVERED as a Deed by
SUTCLIFFE
XXXXXXXX LIMITED acting by:
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Director:
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/s/
C.H.S.(Kees)Majoor
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Director/secretary:
C.H.S. (Kees) Majoor
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EXECUTED
AND DELIVERED as a Deed by
LAKELAND
PROCESSING LIMITED acting by:
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Director:
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/s/
C.H.S.(Kees)Majoor
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Director/secretary:
C.H.S. (Kees) Majoor
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EXECUTED
AND DELIVERED as a Deed by
CHARCOAL
CLOTH (INTERNATIONAL)
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LIMITED
acting by:
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Director:
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/s/
C.H.S.(Kees)Majoor
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Director/secretary:
C.H.S. (Kees) Majoor
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JPMORGAN
CHASE BANK, N.A., as
US Administrative
Agent and as a Lender
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By:
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/s/
Xxxxx XxXxxxx
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Name:
Xxxxx XxXxxxx
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Title:
Vice President
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X.X.
XXXXXX EUROPE LIMITED, as
European Administrative
Agent
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By:
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/s/
Xxx Xxxxx
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Name:
Xxx Xxxxx
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Title:
Senior Vice President
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CITIZENS
BANK OF PENNSYLVANIA,
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as a Lender
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By:
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/s/
Xxxx Xxxxxxx
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Name:
Xxxx Xxxxxxx
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Title:
Vice President
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