Exhibit 10.1


 


FOURTH
AMENDMENT TO CREDIT AGREEMENT


 


THIS FOURTH AMENDMENT TO
CREDIT AGREEMENT (this “Amendment”), effective as of the 21st day of October, 2009 (the “Amendment
Effective Date”), is entered into by and among DYNAMIC MATERIALS
CORPORATION, a Delaware corporation (the “US Borrower”), DYNAMIC MATERIALS LUXEMBOURG 2 S.À R.L.,
a private limited liability company (société
à responsabilité limitée), incorporated and existing under the laws
of the Grand-Duchy of Luxembourg, with registered office at 41, boulevard
Prince Henri, L-1724 Luxembourg, Grand-Duchy of Luxembourg, registered with the
Luxembourg trade and companies register (Registre
de Commerce et des Sociétés Luxembourg) under number B 134.213
and a Subsidiary of the US Borrower (together with the US Borrower, the “Borrowers”),
the Guarantors party hereto (the “Guarantors”), the Lenders party hereto
(the “Lenders”), JPMORGAN CHASE BANK, N.A., as Administrative Agent for
the Revolving Credit Lenders and the Term Lenders (the “Administrative Agent”),
and J.P. MORGAN EUROPE LIMITED, as Administrative Agent for the Euro
Revolving Credit Lenders and the Euro Term Lenders (the “Euro Administrative
Agent”).


 


RECITALS


 


WHEREAS, the Borrowers,
the Guarantors, the Lenders, the Administrative Agent, the Euro Administrative
Agent and JPMorgan Securities, Inc. entered into that certain Credit
Agreement dated November 16, 2007 (as amended by the First Amendment to
credit Agreement, effective as of December 31, 2008, the Second Amendment
to Credit Agreement, effective as of April 1, 2009, the Third Amendment to
Credit Agreement and Waiver, effective as of September 15, 2009 and as
otherwise amended or restated from time to time, the “Credit Agreement”);
and


 


WHEREAS, the Borrower
have requested the Lenders, the Administrative Agent and the Euro
Administrative Agent to amend certain provisions of the Credit Agreement; and


 


WHEREAS, the
Administrative Agent, the Euro Administrative Agent and the Lenders are willing
to so amend the Credit Agreement subject to the terms and conditions set forth
herein, provided that the Borrowers and the Guarantors ratify and confirm all
of their respective obligations under the Credit Agreement and the Loan
Documents.


 


NOW, THEREFORE, in
consideration of the foregoing and the mutual covenants set forth in this
Amendment, the Borrowers, the Guarantors, the Lenders, the Administrative Agent
and the Euro Administrative Agent agree as follows:


 


1.                                      Defined Terms. 
Unless otherwise defined herein, capitalized terms used herein have the
meanings assigned to them in the Credit Agreement.


 


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2.              Amendments to Section 1.01.


 


(a)                                 Section 1.01 of the Credit Agreement
is hereby amended to delete the definition of “Applicable Margin” in its
entirety and substitute the following therefor:


 


“Applicable Margin” means, on any day, the applicable per annum
percentage set forth at the appropriate intersection in the table shown below,
based on the Leverage Ratio for the most recently ended trailing four-quarter
period with respect to which the US Borrower is required to have delivered the
financial statements pursuant to Section 5.01(a) or Section 5.01(b),
as applicable (said calculation to be made by the Administrative Agent as soon
as practicable after receipt by the Administrative Agent of all required
financial statements for the applicable period):


 


	
  Leverage Ratio

  	
   

  	
  Eurocurrency/

  Eurodollar Margin

  	
   

  	
  ABR Margin

  	
   

  
	
            X
  > 2.00

  	
   

  	
  3.50

  	
  %

  	
  2.00

  	
  %

  
	
  2.00
  >X > 1.50

  	
   

  	
  3.25

  	
  %

  	
  1.75

  	
  %

  
	
  1.50
  >X > 1.00

  	
   

  	
  3.00

  	
  %

  	
  1.50

  	
  %

  
	
  1.00
  >X

  	
   

  	
  2.75

  	
  %

  	
  1.50

  	
  %

  



 


Each
change in the Applicable Margin shall take effect on each date on which such
financial statements are required to be delivered pursuant to Section 5.01(a) or
Section 5.01(b), as applicable, commencing with the date on which such
financials statements are required to be delivered for the trailing
four-quarter period ending September 30, 2009.  In the event that any financial statement
delivered pursuant to Section 5.01(a) or Section 5.01(b),
as applicable, is shown to be inaccurate when delivered (regardless of whether
this Agreement or the Commitments are in effect when such inaccuracy is
discovered), and such inaccuracy, if corrected, would have led to the
application of a higher Applicable Margin for any period (an “Applicable
Period”) than the Applicable Margin applied for such Applicable Period, and
only in such case, then the US Borrower shall immediately (i) deliver to
the Administrative Agent corrected financial statements for such Applicable
Period, (ii) determine the Applicable Margin for such Applicable Period
based upon the corrected financial statements, and (iii) immediately pay
to the Administrative Agent the accrued additional interest owing as a result
of such increased Applicable Margin for such Applicable Period, which payment
shall be promptly applied by the Administrative Agent in accordance with Section 2.18.  This provision is in addition to rights of
the Administrative Agents and Lenders with respect to Section 2.13(f) 
and their other respective rights under this Agreement.


 


(b)                                 Section 1.01 of the Credit Agreement
is hereby amended to delete the definition of “Commitment Fee Rate” in
its entirety and substitute the following therefor:


 


“Commitment Fee Rate” means, on any day, the applicable per
annum percentage set forth at the appropriate intersection in the table shown
below, based on the Leverage Ratio for the most recently ended trailing
four-quarter period with 


 


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respect to which the US Borrower is required to have delivered the
financial statements pursuant to Section 5.01(a) or Section 5.01(b),
as applicable (said calculation to be made by the Administrative Agent as soon
as practicable after receipt by the Administrative Agent of all required
financial statements for the applicable period):


 


	
  Leverage Ratio

  	
   

  	
  Commitment Fee Rate

  	
   

  
	
          X>2.00

  	
   

  	
  0.500

  	
  %

  
	
  2.00>X>1.50

  	
   

  	
  0.450

  	
  %

  
	
  1.50>X>1.00

  	
   

  	
  0.400

  	
  %

  
	
  1.00>X

  	
   

  	
  0.350

  	
  %

  



 


Each
change in the Commitment Fee Rate shall take effect on each date on which such
financial statements are required to be delivered pursuant to Section 5.01(a) or
Section 5.01(b), as applicable, commencing with the date on which
such financials statements are required to be delivered for the four-quarter
period ending September 30, 2009. 
In the event any financial statement delivered pursuant to Section 5.01(a) or
Section 5.01(b), , as applicable, is shown to be inaccurate when
delivered (regardless of whether this Agreement or the Commitments are in
effect when such inaccuracy is discovered), and such inaccuracy, if corrected,
would have led to a higher Commitment Fee Percentage for any period (as “Applicable
Commitment Fee Period”) than the Commitment Fee Percentage applied for such
Applicable Commitment Fee Period, and only in such case, then the US Borrower
shall immediately (i) deliver to the Administrative Agent corrected
financial statements for such Applicable Commitment Fee Period, (ii) determine
the Commitment Fee Percentage for such Applicable Commitment Fee Period based
on the corrected financial statements, and (iii) immediately pay to the
Administrative Agent the additional accrued commitment fees owing as a result
of such increased Commitment Fee Rate for such Applicable Commitment Fee
Period, which payment shall be promptly applied in accordance with Section 2.11.  This provision is in addition to the rights
of the Administrative Agents and Lenders with respect to Section 2.12(f) and
their other respective rights under this Agreement.


 


3.                                      Amendment to Section 6.15.  Section 6.15
of the Credit Agreement is hereby deleted in its entirety and replaced with the
following:


 


“Section 6.15       Fixed
Charge Coverage Ratio      The US Borrower
shall not permit the Fixed Charge Coverage Ratio (i) from January 1,
2008 through September 30, 2008, measured quarterly as of the last day of
each fiscal quarter, to be less than 1.35 to 1.0, (ii) from October 1,
2008 through September 30, 2009, for any trailing four quarter period
measured as of the last day of each fiscal quarter, to be less than 1.50 to
1.0, (iii) from October 1, 2009 through December 31, 2009, for
the trailing four quarter period measured as of December 31, 2009, to be
less than 1.10 to 1.0, (iv) from January 1, 2010 through June 30,
2010, for any 


 


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trailing
four quarter period measured as of the last day of each fiscal quarter, to be
less than 0.80 to 1.0, (v) from July 1, 2010 through December 31,
2010, for any trailing four quarter period measured as of the last day of each
fiscal quarter, to be less than 1.0 to 1.0, (vi) from January 1, 2011
through March 31, 2011, for the trailing four quarter period measured March 31,
2011 to be less than 1.15 to 1.0 and (vii) thereafter, for any trailing
four quarter period measured as of the last day of each fiscal quarter, to be
less than 1.25 to 1.0.”


 


4.                                      Amendment to Section 6.16.  Section 6.16
of the Credit Agreement is hereby deleted in its entirety and replaced with the
following:


 


“Section 6.16       Leverage
Ratio      The Borrowers shall not permit the
Leverage Ratio for any trailing four-quarter period measured as of the last day
of each fiscal quarter to exceed (i) 2.0 to 1.0 for the period from the
Effective Date through December 31, 2009, (ii) 2.25 to 1.0 for the
period from January 1, 2010 through June 30, 2010, (iii) 2.0 to
1.0 for the period from July 1, 2010 though September 30, 2010, (iv) 1.50
to 1.0 for the period from October 1, 2010 though September 30, 2011
and (v) 1.0 to 1.0 thereafter.”


 


5.                                      Ratification. 
Each of the Borrowers and Guarantors hereby ratifies all of its
Obligations under the Credit Agreement and each of the Loan Documents to which
it is a party, and agrees and acknowledges that the Credit Agreement and each
of the Loan Documents to which it is a party are and shall continue to be in
full force and effect as amended and modified by this Amendment.  Nothing in this Amendment extinguishes,
novates or releases any right, claim, lien, security interest or entitlement of
any of the Lenders, the Administrative Agent or the Euro Administrative Agent
created by or contained in any of such documents nor are the Borrowers nor
Guarantors released from any covenant, warranty or obligation created by or
contained herein or therein.


 


6.                                      Representations and Warranties. 
Each of the Borrowers and Guarantors hereby represents and warrants to
the Administrative Agent, the Euro Administrative Agent and the Lenders that (a) this
Amendment has been duly executed and delivered on behalf of each of the
Borrowers and Guarantors, (b) this Amendment constitutes a valid and
legally binding agreement enforceable against each of the Borrowers and
Guarantors in accordance with its terms, subject to applicable bankruptcy,
insolvency, fraudulent transfer, reorganization, moratorium or other laws
affecting creditors’ rights generally and subject to general principles of
equity, regardless of whether considered in a proceeding in equity or at law, (c) the
representations and warranties contained in the Credit Agreement and the Loan
Documents are true and correct on and as of the date hereof in all material
respects as though made as of the date hereof, except as heretofore otherwise
disclosed in writing to the Administrative Agent, (d) no Default or Event
of Default exists under the Credit Agreement or under any Loan Document and (e) the
execution, delivery and performance of this Amendment has been duly authorized
by each of the Borrowers and Guarantors.


 


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7.              Conditions to Effectiveness.


 


(a)                                 This Amendment shall be effective on the
Amendment Effective Date upon the execution and delivery hereof by the
Borrowers, the Guarantors and the Required Lenders to the Administrative Agent
and receipt by the Administrative Agent of the following in form and substance
satisfactory to the Administrative Agent:


 


(i)                                     this Amendment;


 


(ii)                                  the payment to the Administrative Agent
of all fees and expenses (including the fees and disbursements of Andrews Kurth
LLP) in connection with this Amendment;


 


(iii)                               the payment on or before 12:00 p.m.,
Houston, Texas time on October 22, 2009 to the Administrative Agent for
the benefit of all Lenders executing this Amendment on or before 12:00 p.m.,
Houston, Texas time on October 21, 2009 (each, a “Consenting Lender”)
of an amendment fee of 0.20% (the “Amendment Fees”), of (i) each
Consenting Lender’s Revolving Loan Commitment and Euro Revolving Loan
Commitment, as applicable, and (b) each Consenting Lender’s pro rata
portion of the aggregate outstanding principal amount of the Term Loans and the
Euro Term Loans, as applicable, as of the date hereof after giving pro forma
effect to the principal payments due on November 16, 2009; and


 


(iv)                              such other consents, approvals, opinions
or documents as the Administrative Agent or the Lenders may reasonably request.


 


(b)                                 The Amendment Fees shall be payable in
dollars.  For purposes of determining the
amount of such Amendment Fees payable in respect of the Euro Revolving Loan
Commitments and the outstanding principal balance of the Euro Term Loans, such
amounts shall be calculated by the Administrative Agent in dollars, with the
Euro Revolving Loan Commitments and the outstanding principal balance of the
Euro Term Loans being converted to dollars using the Market Rate of Exchange as
of October 20, 2009.


 


8.                                      Release and Indemnity. 
Each of the Borrowers and Guarantors does hereby release and forever
discharge the Administrative Agent, Euro Administrative Agent and each of the
Lenders and each affiliate thereof and each of their respective employees,
officers, directors, trustees, agents, attorneys, successors, assigns or other
representatives from any and all claims, demands, damages, actions,
cross-actions, causes of action, costs and expenses (including legal expenses),
of any kind or nature whatsoever, whether based on law or equity, which any of
said parties has held or may now or in the future own or hold, whether known or
unknown, for or because of any matter or thing done, omitted or suffered to be
done on or before the actual date upon which this Amendment is signed by any of
such parties (a) arising directly or indirectly out of the Loan Documents,
or any other documents, instruments or any other transactions relating thereto
and/or (b) relating directly or indirectly to all transactions by and
between the Borrowers, 


 


5

















 


the Guarantors, or their
representatives and the Administrative Agent, the Euro Administrative Agent and
each Lender or any of their respective directors, officers, agents, employees,
attorneys or other representatives.  Such
release, waiver, acquittal and discharge shall and does include, without
limitation, any claims of usury, fraud, duress, misrepresentation, lender
liability, control, exercise of remedies and all similar items and claims,
which may, or could be, asserted by any Borrower or Guarantor, but such
release, waiver, acquittal and discharges shall and does not include any
claims, demands, damages, actions, cross actions, causes of action, costs and
expenses arising out of or relating to (a) the gross negligence or willful
misconduct of any US Indemnitee or Euro Indemnitee, (b) in the case of Section 2.15
of the Credit Agreement, the matters set forth in Section 2.15(e) of
the Credit Agreement, (c) the obligations of each Lender under Section 2.17(e) of
the Credit Agreement, or (d) any assignment or transfer by any Lender of
its rights or obligations under the Credit Agreement and the other Loan
Documents, except for any such assignment or transfer made in accordance with Section 10.04
of the Credit Agreement and the applicable provisions of the other Loan
Documents, respectively.  Each of the Borrowers and Guarantors hereby ratifies the
indemnification provisions contained in the Loan Documents, including, without
limitation, Section 10.03 of the Credit Agreement, and agrees that
this Amendment and losses, claims, damages and expenses related thereto shall
be covered by such indemnities.


 


9.                                      Counterparts. 
This Amendment may be signed in any number of counterparts, which may be
delivered in original or facsimile form each of which shall be construed as an
original, but all of which together shall constitute one and the same
instrument.


 


10.                               Governing Law. 
This Amendment, all Notes, the other Loan Documents and all other
documents executed in connection herewith shall be deemed to be contracts and
agreements under the laws of the State of New York and of the United States of
America and for all purposes shall be construed in accordance with, and
governed by, the laws of New York and of the United States.


 


11.                               Final Agreement of the Parties.  Any previous agreement among the parties with respect to the subject
matter hereof is superseded by the Credit Agreement, as amended by this
Amendment.  Nothing in this Amendment,
express or implied is intended to confer upon any party other than the parties
hereto any rights, remedies, obligations or liabilities under or by reason of
this Amendment.


 


[Signature
Pages Follow]


 


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IN WITNESS
WHEREOF, the parties hereto have caused this Amendment to be executed by their
respective officers thereunto duly authorized as of the date first above
written.


 


 


	
  US BORROWER:

  	
  DYNAMIC MATERIALS
  CORPORATION,

  
	
   

  	
  a Delaware corporation

  
	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Richard A. Santa

  
	
   

  	
   

  	
  Richard A. Santa

  
	
   

  	
   

  	
  Chief Financial Officer

  



 


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  EURO BORROWER:

  	
  DYNAMIC MATERIALS
  LUXEMBOURG 2

  
	
   

  	
  S.À R.L.

  
	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Richard
  A. Santa

  
	
   

  	
   

  	
  Richard A. Santa

  
	
   

  	
   

  	
  Class B Director

  



 


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  EURO GUARANTOR:

  	
  DYNAENERGETICS HOLDING
  GMBH

  
	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Patrick Xylander

  
	
   

  	
  Name:

  	
  Patrick Xylander

  
	
   

  	
  Title:

  	
  Managing Director

  



 


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  EURO GUARANTOR:

  	
  DYNAMIC MATERIALS
  LUXEMBOURG 1

  
	
   

  	
  S.À R.L.

  
	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Richard A. Santa

  
	
   

  	
   

  	
  Richard A. Santa

  
	
   

  	
   

  	
  Class B Director

  



 


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  EURO GUARANTOR:

  	
  NITRO METALL AB

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Richard A. Santa

  
	
   

  	
   

  	
  Richard A. Santa

  
	
   

  	
   

  	
  Director

  



 


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  EURO GUARANTOR:

  	
  NOBELCLAD EUROPE S.A.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Yvon P. Cariou

  
	
   

  	
   

  	
  Yvon P. Cariou

  
	
   

  	
   

  	
  Président Directeur
  Général

  



 


Signature Page to Fourth Amendment to Credit
Agreement


 

















 


	
  EURO GUARANTOR:

  	
  DMC DYNAPLAT GMBH & CO. KG

  
	
   

  	
   

  
	
   

  	
  By:

  	
  DMC
  DYNAPLAT HOLDINGS GMBH,

  
	
   

  	
   

  	
  as
  general partner

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/
  Patrick Xylander

  
	
   

  	
   

  	
  Name:

  	
  Patrick Xylander

  
	
   

  	
   

  	
  Title:

  	
  Managing Director

  



 


Signature Page to Fourth Amendment to Credit
Agreement


 

















 


	
  EURO
  GUARANTOR:

  	
  DMC
  DYNAPLAT HOLDINGS GMBH

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Patrick Xylander

  
	
   

  	
  Name:

  	
  Patrick Xylander

  
	
   

  	
  Title:

  	
  Managing Director

  



 


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Amendment to Credit Agreement


 

















 


	
  EURO
  GUARANTOR:

  	
  DYNAENERGETICS
  BETEILIGUNGS GMBH

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Patrick Xylander

  
	
   

  	
  Name: 

  	
  Patrick Xylander

  
	
   

  	
  Title:

  	
  Managing Director

  



 


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Agreement


 

















 


	
  EURO GUARANTOR:

  	
  DYNAENERGETICS
  GMBH & CO. KG

  
	
   

  	
   

  
	
   

  	
  By:

  	
  DYNAENERGETICS
  BETEILIGUNGS GMBH,

  
	
   

  	
   

  	
  as
  general partner

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/
  Patrick Xylander

  
	
   

  	
   

  	
  Name:

  	
  Patrick Xylander

  
	
   

  	
   

  	
  Title:

  	
  Managing Director

  



 


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  US
  GUARANTOR:

  	
  DYNAENERGETICS
  US, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Richard A. Santa

  
	
   

  	
   

  	
  Richard A. Santa

  
	
   

  	
   

  	
  Secretary

  



 


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Agreement


 

















 


	
  ADMINISTRATIVE
  AGENT

  	
  JPMORGAN
  CHASE BANK, N.A.

  
	
  AND
  LENDER:

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Brennon Crist

  
	
   

  	
  Name: 

  	
  Brennon Crist

  
	
   

  	
  Title:

  	
  Vice President

  



 


Signature
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  EURO
  ADMINISTRATIVE AGENT

  	
  J.P.
  MORGAN EUROPE LIMITED

  
	
  AND
  LENDER:

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Paul Hogan

  
	
   

  	
  Name: 

  	
  Paul Hogan

  
	
   

  	
  Title:

  	
  Vice President

  



 


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Agreement


 

















 


	
  LENDER:

  	
  BANK OF AMERICA, N.A.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  David R. Barney

  
	
   

  	
  Name: 

  	
  David R. Barney

  
	
   

  	
  Title:

  	
  Senior Vice President

  



 


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Amendment to Credit Agreement


 

















 


	
  LENDER:

  	
  BANK OF THE WEST

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Robert Haynes

  
	
   

  	
  Name: 

  	
  Robert Haynes

  
	
   

  	
  Title:

  	
  Vice President – Sr.
  Relationship Manager

  



 


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Amendment to Credit Agreement


 

















 


	
  LENDER:

  	
  KEYBANK NATIONAL ASSOCIATION

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Michelle K. Bushey

  
	
   

  	
  Name: 

  	
  Michelle K. Bushey

  
	
   

  	
  Title:

  	
  Senior Vice President

  



 


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Amendment to Credit Agreement


 

















 


	
  LENDER:

  	
  U.S. BANK, N.A.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Greg Blanchard

  
	
   

  	
  Name: 

  	
  Greg Blanchard

  
	
   

  	
  Title:

  	
  Vice President

  



 


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Amendment to Credit Agreement


 

















 


	
  LENDER:

  	
  VECTRA BANK COLORADO, NATIONAL ASSOCIATION

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Malcolm R. Evans

  
	
   

  	
  Name: 

  	
  Malcolm R. Evans

  
	
   

  	
  Title:

  	
  President

  



 


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Amendment to Credit Agreement


 

















 


	
  LENDER:

  	
  WELLS FARGO BANK, NATIONAL ASSOCIATION

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Kenneth D. Brown

  
	
   

  	
  Name: 

  	
  Kenneth D. Brown

  
	
   

  	
  Title:

  	
  Vice President

  



 


Signature Page to Fourth
Amendment to Credit Agreement