exv10w1






Exhibit 10.1




FIRST AMENDMENT TO CREDIT AGREEMENT




     This FIRST AMENDMENT TO CREDIT AGREEMENT dated as of the 30th  day of November, 2009, by and
among CALGON CARBON CORPORATION, a Delaware corporation (the “Borrower”), each of the
Guarantors (as defined in the Credit Agreement, as hereafter defined), the Lenders (as defined in
the Credit Agreement) and FIRST COMMONWEALTH BANK, a Pennsylvania state bank, in its capacity as
administrative and collateral agent for the Lenders hereunder (in such capacity, the
“Agent”), as an Issuing Bank and Swing Loan Lender (the “First Amendment”).



WITNESSETH:




     WHEREAS, pursuant to that certain Credit Agreement, dated May 8, 2009, by and among the
Borrower, each of the Guarantors, the Lenders and the Agent (the “Credit Agreement”),
pursuant to which, among other things, the Borrower and the other Loan Parties have requested the
Lenders to provide a revolving credit facility to the Borrower in a maximum principal amount of
$95,000,000 (subject to increase as provided in Section 2.10 of the Credit Agreement), with a term
out of up to $50,000,000; and



     WHEREAS, the Borrower desires to amend certain provisions of the Credit Agreement and the
Lenders and the Agent desire to permit such amendments 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 (as amended by this First Amendment) unless the
context clearly indicates otherwise.



     2. The first and second “WHEREAS” clauses of the Credit Agreement are hereby deleted in their
entirety and in their stead is inserted the following:




     A. The Borrower and the other Loan Parties have requested the Lenders
to provide a revolving credit facility to the Borrower in a maximum
principal amount of $95,000,000 (subject to increase as provided in Section
2.10 of this Agreement), with a term out of up to $50,000,000.




     B. The revolving credit facility shall be used to provide for general
corporate purposes including working capital financing, letters of credit,
permitted acquisitions and capital expenditures.



     3. Section 1.1 of the Credit Agreement is hereby amended by inserting the following
definitions in the appropriate alphabetical order:



 









 






     “CMCC Transaction” means the acquisition by the
Borrower of all of the equity interests of CMCC not currently owned
by the Loan  Parties, whether by stock purchase, redemption by CMCC or
otherwise.




     “Demand Note” means that certain unsecured revolving
demand note dated on or after the date of the First Amendment from
the Borrower to First National Bank of Pennsylvania in an amount not
to exceed, at any time, $2,000,000.




     “First Amendment” means that certain First Amendment to
Credit Agreement dated as of the
30th        day of November, 2009, by and
among the Borrower, the Lenders and the Agent.




     “Foreign Indebtedness (Japan)” has the meaning assigned
to that term in Section 9.1(k).




     “Foreign Subsidiary (Japan)” means, subsequent to the
closing of the CMCC Transaction, the former CMCC Joint Venture.




     “Permitted Letters of Credit” means those certain letters
of credit issued by First Commonwealth or another Lender (or Affiliate
of First Commonwealth or such other Lender) on behalf of the Borrower
or another Loan Party (or a Subsidiary of a Loan Party) that are not
Letters of Credit hereunder; provided, that the aggregate amount of
any such letters of credit shall not exceed, at any time, $8,000,000.



     4. Section 1.1 of the Credit Agreement is hereby amended by deleting the following
definitions in their entirety and in their stead inserting the following:




     “Applicable Margin” means the percentage margin to be added to
the related Interest Rate Option based on the Leverage Ratio then in effect,
as set forth on the pricing grid on Annex I below the “Base Rate
Margin” or the “Euro-Rate Margin” heading, as applicable; provided, that any
change in the Applicable Margin shall be based upon the financial statements
and Compliance Certificates provided pursuant to Section 10.1 and
Section 10.2 and shall become effective on the first day of the
month following the earlier of (i) the date such financial statements are
due or (ii) the date such financial statements are delivered, in accordance
with Section 10.1, Section 10.2 and Section 10.3.
Notwithstanding anything to the contrary contained in this definition, the
determination of the Applicable Margin for any period shall be subject to
the provisions of Section 4.6(b).



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     “Secured Obligations” means all Obligations, together with all
(a) Banking Services Obligations, (b) Hedge Liabilities and (c)
reimbursement obligations of any Loan Party (or a Subsidiary of a Loan
Party) under any Permitted Letter of Credit; provided, that
written notice of any such Banking Services Obligations
or Hedge Liabilities, or any Permitted Letter of Credit, shall be
provided to the Agent by  the Lender thereto (or its Affiliate) on a
monthly or quarterly basis, as may be agreed by the Agent and such
Lender (or Affiliate thereof), or as may otherwise be required by the
Agent in the exercise of its reasonable discretion, with such notice
to be sufficiently detailed to identify such Banking Service
Obligations, Hedge Liabilities or Permitted Letters of Credit as
Secured Obligations entitled to the benefits of the Collateral
Documents.



     5. Section 1.1 of the Credit Agreement is hereby amended by deleting the following
definitions in their entirety:




     “Capital Plan”




     “Columbus Remediation”




     “Convertible Notes”




     “Convertible Note Indenture”




     “Unanticipated Remediation”



     6. Section 8.10 of the Credit Agreement is hereby deleted in its entirety and in its stead is
inserted the following:




     Use of Proceeds. The Loan Parties will use the Letters of
Credit and the proceeds of the Loans only for the ongoing general corporate
and working capital needs of the Loan Parties, including Capital
Expenditures and permitted acquisitions. The Loan Parties shall not use the
Letters of Credit or the proceeds of the Loans for any purposes which
contravenes any applicable Law or any provision hereof.



     7. Subsection (e) of Section 8.16 of the Credit Agreement is hereby deleted in its entirety
and in its stead is inserted the following:




     (e) [Reserved];



     8. Section 9.1 of the Credit Agreement is hereby deleted in its entirety and in its stead is
inserted the following:




     Indebtedness. Each of the Loan Parties shall not, and shall
not permit any of its Subsidiaries to, at any time create, incur, assume or
suffer to exist any Indebtedness, except:



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     (a) the Secured Obligations;




     (b) Indebtedness (i) of a Loan Party to another Loan Party, (ii) of a
Loan Party to any wholly owned Subsidiary of a Loan Party, or (iii) of any
Foreign Subsidiary to another Foreign Subsidiary, which is, in any case,
subordinated in accordance with the provisions of Section 8.11;




     (c) [Reserved];




     (d) Indebtedness owed to any Person providing workers’ compensation,
health, disability or other employee benefits or property, casualty or
liability insurance, pursuant to reimbursement or indemnification
obligations to such person, in each case incurred in the ordinary course of
business;




     (e) Indebtedness owed to any Person in respect of performance bonds,
bid bonds, appeal bonds, surety bonds and similar obligations, in each case
provided in the ordinary course of business;




     (f) Indebtedness of the Borrower’s Foreign Subsidiary, Calgon Carbon
(Tianjin) Co., Ltd., so long as the aggregate principal amount of such
Indebtedness outstanding does not, at any time, exceed the Dollar Equivalent
of $2,500,000, and any Guaranty by the Borrower or any Subsidiary of such
Indebtedness;




     (g) Indebtedness of the Borrower to support the Belgium Economic
Development Project, so long as the aggregate principal amount of such
Indebtedness outstanding does not, at any time, exceed €6,500,000, and any
Guaranty by any Subsidiary of such Indebtedness;




     (h) any Guaranty by the Borrower or any Subsidiary of Indebtedness of
the CMCC Joint Venture, so long as the aggregate principal amount of such
Indebtedness outstanding which is secured by any such Guaranty does not, at
any time, exceed the Dollar Equivalent of $12,500,000; provided, that this
subsection (h) shall be effective until the closing of the CMCC Transaction
and on and after such closing shall be null, void and of no further force or
effect, without any further action on the part of the Agent or any of the
Loan Parties;




     (i) any Existing Letters of Credit and any Permitted Letters of Credit;




     (j) unsecured Indebtedness of the Borrower to First National Bank of
Pennsylvania evidenced by the Demand Note; provided, that the form of Demand
Note is acceptable to the Agent in the exercise of its reasonable
discretion;



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     (k) Indebtedness of the Foreign Subsidiary (Japan) so long as the
aggregate principal amount of all such Indebtedness outstanding does not, at
any time, exceed the Dollar Equivalent of $35,000,000 (the “Foreign
Indebtedness (Japan)”); provided, that the material documents evidencing
the Foreign Indebtedness (Japan) are acceptable to the Agent in the exercise
of its reasonable discretion; and provided, further, that this subsection
(k) shall not be effective prior to the closing of the CMCC Transaction and,
upon such closing, shall take effect without any further action on the part
of the Agent or any of the Loan Parties;




     (l) any Guaranty by the Borrower or any Subsidiary of the Foreign
Indebtedness (Japan), so long as the aggregate principal amount of such
Indebtedness outstanding which is secured by any such Guaranty does not, at
any time, exceed the Dollar Equivalent of $35,000,000; provided, that the
material documents evidencing such Guaranty are acceptable to the Agent in
the exercise of its reasonable discretion; and provided, further,
that this
subsection (l) shall not be effective prior to the closing of the CMCC
Transaction and, upon such closing, shall take effect without any further
action on the part of the Agent or any of the Loan Parties; and




     (m) any other existing Indebtedness as set forth on Schedule
9.1 (including any extensions or renewals thereof), together with,
without duplication, any Guarantees, Capital Lease Obligations, Purchase
Money Security Interests and other Indebtedness incurred after the Closing
Date (including any Indebtedness which is described in any preceding
paragraph in this Section 9.1, but is in excess of the maximum
amount described therein), so long as the aggregate principal amount (or
guaranteed lease payment amount with respect to non-capital leases) of all
such Indebtedness outstanding does not, at any time, exceed $35,000,000.



     9. Subsections (e) and (f) of Section 9.2 of the Credit Agreement are hereby deleted in their
entirety and in their stead is inserted the following:




     (e) other Liens, securing Indebtedness permitted under Section
9.1(m) so long as the aggregate principal amount (or guaranteed lease
payment amount with respect to non-capital leases) of all such Indebtedness
outstanding does not, at any time, exceed $35,000,000;
provided, that with respect to Liens securing any such Indebtedness of the
Borrower or any Domestic Subsidiary (for purposes of this subsection (e),
“Specified Indebtedness”), (i) Specified Indebtedness shall be
incurred solely to finance the acquisition, construction or improvement of
any fixed or capital assets (whether or not constituting purchase money
Indebtedness) of the Borrower or such Domestic Subsidiary, including Capital
Lease Obligations and any Indebtedness assumed in connection



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with the acquisition of any such assets or secured by a Lien on any such
assets prior to the acquisition thereof (for purposes of this subsection
(e), each a “Specified Indebtedness Transaction”), (ii) any
Specified Indebtedness shall be incurred prior to or within 90 days after
the closing or completion of the related Specified Indebtedness Transaction
and (iii) the aggregate principal amount of Specified Indebtedness secured
by Liens permitted by this proviso to subsection (e) shall not exceed
$15,000,000 at any time outstanding;




     (f) other Liens, securing Indebtedness permitted under Section 9.1(k);
provided, that the aggregate principal amount of Indebtedness secured by
Liens permitted by this clause (f) shall not exceed $35,000,000 at any time
outstanding; and



     10. Subsection (i) of Section 9.4 of the Credit Agreement is hereby deleted in its entirety
and in its stead is inserted the following:




     (i) other loans and advances to and investments in Foreign
Subsidiaries, Inactive Domestic Subsidiaries, partnerships and joint
ventures in an aggregate amount not in excess of $35,000,000 at any time
outstanding.



     11. Section 9.6 of the Credit Agreement is hereby deleted in its entirety and in its stead is
inserted the following:




     Liquidations, Mergers, Consolidations, Acquisitions. Each of
the Loan Parties shall not, and shall not permit any of its Subsidiaries to,
dissolve, liquidate or wind-up its affairs, or become a party to any merger
or consolidation, or acquire by purchase, lease or otherwise all or
substantially all of the assets or capital stock of any other Person, except
that:




     (a) any Loan Party other than the Borrower may consolidate with or
merge into another Loan Party which is wholly-owned by one or more of the
other Loan Parties;




     (b) any Loan Party other than the Borrower may consolidate with, merge
into, or acquire assets or capital stock of another Person who is
principally engaged in a business permitted hereunder (a “Target”),
so long as:




          (i) no Event of Default or Default exists or would result therefrom;




          (ii) immediately following any payment made with respect thereto there
is minimum availability under the Revolving Credit Commitment of
$20,000,000;



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          (iii) the total consideration, in aggregate, paid for all such
transactions in any fiscal year of the Borrower does not exceed 20% of Net
Worth (as reported in the most recent Compliance Certificate);




          (iv) the total consideration, in aggregate, paid for all such
transactions does not exceed 35% of Net Worth (as reported in the most
recent Compliance Certificate);




          (v) at the time of such merger, consolidation or acquisition, either
(A) the Target was (1) solvent and (2) had positive pre-tax net income
(under GAAP) for the immediately preceding trailing twelve month period, or
(B) if the Target did not meet the criteria set forth in (A), then the total
consideration paid for such transaction, together with the aggregate
consideration paid for all similar transactions (1) in any fiscal year of
the Borrower does not exceed $10,000,000 and (2) does not exceed $20,000,000
in the aggregate during the term of this Agreement;




          (vi) the Borrower provides to the Agent a written certification with
respect to the compliance of such transaction with all such terms, not later
than five (5) Business Days prior to such transaction; and




          (vii) in each case in which the Target becomes a new Domestic
Subsidiary, the Borrower shall immediately cause such new Domestic
Subsidiary to join this Agreement as a Loan Party pursuant to Section
8.16;




     (c) any Inactive Domestic Subsidiary may be dissolved or merged or
consolidated into any Loan Party;




     (d) any Foreign Subsidiary (which is not a Loan Party) may be merged or
consolidated into any other Foreign Subsidiary; and




     (e) the CMCC Transaction; provided, that (i) the material documents
relating to this transaction are acceptable to the Agent in the exercise of
its reasonable discretion and (ii) prior notice of the closing of the
transaction shall be timely provided by the Borrower to the Agent.



     12. Section 9.9 of the Credit Agreement is hereby deleted in its entirety and in its stead is
inserted the following:




     Subsidiaries, Partnerships and Joint Ventures. Each of the
Loan Parties shall not, and shall not permit any of its Subsidiaries to, own
or create directly or indirectly any Subsidiaries other than: (a) any
Domestic Subsidiary (other than any Inactive Domestic Subsidiary) which has
joined this Agreement as Guarantor on the Closing Date; (b) any Domestic
Subsidiary formed after the Closing Date which joins this Agreement as a
Guarantor pursuant to Section 8.16; (c) any Foreign Subsidiary
existing as



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of the Closing Date; and (d) any Foreign Subsidiary created or acquired
after the Closing Date in compliance with this Agreement (including, without
limitation, Section 9.4 and Section 9.6 hereof). Each of
the Loan Parties shall not, other than to the extent permitted under
Section 9.4 or Section 9.6 hereof, become or agree to: (i)
become a general or limited partner in any general or limited partnership,
except that the Loan Parties may be general or limited partners in other
Loan Parties; (ii) become a member or manager of, or hold a limited
liability company interest in, a limited liability company, except that the
Loan Parties may be members or managers of, or hold limited liability
company interests in, other Loan Parties; or (iii) become a joint venturer
or hold a joint venture interest in any joint venture.



     13. Section 9.15 of the Credit Agreement is hereby deleted in its entirety and in its stead is
inserted the following:




     Changes in Material Documents. Each of the Loan Parties shall
not, and shall not permit any of its Domestic Subsidiaries to (a) amend in
any respect its certificate of incorporation (including any provisions or
resolutions relating to capital stock), by-laws, certificate of limited
partnership, partnership agreement, certificate of formation, limited
liability company agreement or other organizational documents or (b) the
documentation governing any material Indebtedness, without, in any case,
providing at least thirty (30) calendar days’ prior written notice to the
Agent (or such lesser notice as agreed to by the Agent) and, in the event
such change would be adverse to the Lenders, as determined by the Agent in
its sole discretion, obtaining the prior written consent of the Required
Lenders.



     14. Section 9.16 of the Credit Agreement is hereby deleted in its entirety and in its
stead is inserted the following:




     Capital Expenditures. Each of the Loan Parties shall not, and
shall not permit any of its Subsidiaries to, make any Capital Expenditures
other than: (a) from January 1, 2009 through December 31, 2009, Capital
Expenditures in an amount not to exceed $60,000,000; (b) from January 1,
2010 through December 31, 2013, Capital Expenditures in an aggregate amount
not in excess of $280,000,000; provided, that such expenditures do not
exceed, in the aggregate, $85,000,000 in any fiscal year; and (c) from
January 1, 2014 through the Term Loan Maturity Date, Capital Expenditures in
an amount not to exceed $25,000,000.



     15. Schedule 9.16 to the Credit Agreement is hereby deleted in its entirety.



     16. Exhibit E to the Credit Agreement is hereby deleted in its entirety and replaced
by Exhibit E attached hereto.



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     17. The provisions of Section 2 through 16 of this First Amendment shall not become effective
until the Agent has received the following, each in form and substance reasonably acceptable to
the Agent:




	 	(a)	 	this First Amendment, duly executed by the Borrower, the other
Loan Parties and the Lenders; and
	 
	 	(b)	 	such other documents as may be reasonably requested by the
Agent.





     18. The Loan Parties, jointly and severally, hereby reconfirm and reaffirm all
representations and warranties, agreements and covenants made by the Loan Parties and pursuant to
the terms and conditions of the Credit Agreement, except as such representations and warranties
(including any written disclosures provided to the Agent by the Loan Parties on or after the
Closing Date of the Credit Agreement), agreements and covenants may have heretofore been amended,
modified or waived in writing in accordance with the Credit Agreement, and except any such
representations or warranties made as of a specific date or time, which shall have been true and
correct in all material respects as of such date or time.



     19. The Loan Parties, jointly and severally, hereby acknowledge and agree that each of the
Collateral Documents continues to secure prompt payment when due of the Loan Parties’ Obligations
under the Credit Agreement.



     20. The Loan Parties, jointly and severally, hereby represent and warrant to the Lenders and
the Agent that (i) each Loan Party has the full legal power and authority to enter into, execute,
deliver and carry out this First Amendment; (ii) the officers of each Loan Party executing this
First Amendment have been duly authorized to execute and deliver the same and bind such Loan Party
with respect to the provisions hereof; (iii) the execution and delivery hereof by any Loan Party
and the consummation of the transactions herein contemplated or compliance with the terms and
provisions hereof and of the Credit Agreement by any of them will not and do not violate or
conflict with, constitute a default under or result in any breach of (A) the organizational
documents of any Loan Party or any Subsidiary of any Loan Party or (B) any Law or any material
agreement or instrument or order, writ, judgment, injunction or decree to which any Loan Party or
any Subsidiary of any Loan Party is a party or by which it or any of its Subsidiaries is bound or
to which it is subject, or result in the creation or enforcement of any Lien, charge or
encumbrance whatsoever upon any property (now or hereafter acquired) of any Loan Party or any of
its Subsidiaries (other than Liens granted under the Loan Documents) and (iv) this First
Amendment, the Credit Agreement and the documents executed or to be executed by each Loan Party in
connection herewith or therewith constitute, or will constitute, legal, valid and binding
obligations of such Loan Party on and after its date of delivery thereof, enforceable against such
Loan party in accordance with its terms, except to the extent that enforceability may be limited
by bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting the
enforceability of creditors’ rights generally or limiting the right of specific performance.



     21. The Loan Parties, jointly and severally, represent and warrant that (i) no Event of
Default exists under the Credit Agreement, nor will any occur as a result of the execution and
delivery of this First Amendment or the performance or observance of any provision hereof; (ii)



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the Schedules attached to and made part of the Credit Agreement (together with any written
disclosures provided to the Agent by the Loan Parties on or after the Closing Date of the Credit
Agreement) are true and correct as of the date hereof in all material respects
(except representations and warranties which expressly relate soley
to an earlier date or time, which representations and warranties
shall be true and correct on and as of the specific dates or times
referred to therein)
and there are no
material modifications or supplements thereto; and (iii) no Loan Party presently has any claims or
actions of any kind at law or in equity against the Lenders or the Agent arising out of or in any
way relating to the Credit Agreement or the other Loan Documents.



     22. 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.



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



     24. This First 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 an
original, but all such counterparts shall constitute but one and the same instrument.



     25. This First 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 conflicts of
law principles.



[INTENTIONALLY LEFT BLANK]





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



	 	 	 	 	 	 	 	 	 
	 	 	 	 	BORROWER:	 	 
	 
	 	 	 	 	 	 	 	 
	ATTEST:	 	CALGON CARBON CORPORATION	 	 
	 
	 	 	 	 	 	 	 	 
	/s/ Richard D. Rose

	 	By:
	 	/s/ John S. Stanik	(SEAL)
	 	 	 	 	 	 	 
	Name:

	Richard D. Rose	 	 	 	Name: John S. Stanik	 	 
	 

	 	 	 	 	 	 	 
	Title:

	Vice President, General Counsel	 	 	 	Title:   President and	 	 
	 

	 	 	 	 	 	 	 
	 

	and Secretary	 	 	 	 Chief Executive Officer
	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	 	 	GUARANTORS:	 	 
	 
	 	 	 	 	 	 	 	 
	ATTEST:	 	CALGON CARBON INVESTMENTS, INC.	 	 
	 
	 	 	 	 	 	 	 	 
	/s/ Gail A. Gerono

	 	By:
	 	/s/ John S. Stanik	(SEAL)
	 	 	 	 	 	 	 
	Name:

	Gail A. Gerono	 	 	 	Name: John S. Stanik	 	 
	 

	 	 	 	 	 	 	 
	Title:

	Secretary	 	 	 	Title:   President	 	 
	 

	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	ATTEST:	 	BSC COLUMBUS, LLC	 	 
	 
	 	 	 	 	 	 	 	 
	/s/ Leroy M. Ball

	 	By:
	 	/s/ Robert P. O’Brien	(SEAL)
	 	 	 	 	 	 	 
	Name:

	Leroy M. Ball	 	 	 	Name: Robert P. O’Brien	 	 
	 

	 	 	 	 	 	 	 
	Title:

	Manager	 	 	 	Title:   Manager	 	 
	 

	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	ATTEST:	 	CCC COLUMBUS, LLC	 	 
	 
	 	 	 	 	 	 	 	 
	/s/ Leroy M. Ball

	 	By:
	 	/s/ Robert P. O’Brien	(SEAL)
	 	 	 	 	 	 	 
	Name:

	Leroy M. Ball	 	 	 	Name: Robert P. O’Brien	 	 
	 

	 	 	 	 	 	 	 
	Title:

	Manager	 	 	 	Title:   Manager	 	 
	 

	 	 	 	 	 	 	 





 









 






	 	 	 	 	 
	 	FIRST COMMONWEALTH BANK,
individually as a
Lender, as Agent, Issuing Bank and Swing Loan
Lender

 	 
	 	By:  	/s/ C. Forrest Tefft	 
	 	 	Name:  	C. Forrest Tefft 	 
	 	 	Title:  	Senior Vice President 	 
	 
	 	
CITIZENS BANK OF PENNSYLVANIA

 	 
	 	By:  	/s/ Andy J. Arduini	 
	 	 	Name:  	Andy J. Arduini	 
	 	 	Title:  	Vice President	 
	 
	 	
FIRST NATIONAL BANK OF PENNSYLVANIA

 	 
	 	By:  	/s/ John L. Hayes
	 
	 	 	Name:  	John L. Hayes	 
	 	 	Title:  	Senior Vice President