EXECUTION COPY

Exhibit 10.11

FIRST AMENDMENT TO CREDIT AGREEMENT

FIRST AMENDMENT TO CREDIT AGREEMENT dated as of February 5, 2007 (this 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 SPEAKMAN 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, J.P. MORGAN EUROPE LIMITED, as the European Administrative Agent, JPMORGAN CHASE BANK, N.A., as the US Administrative Agent, and J.P. MORGAN 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, with the Lenders party thereto (the Existing Lenders) and the Administrative Agents party thereto (as heretofore modified, supplemented and restated and in effect on the date hereof, the Existing Credit Agreement, and as amended hereby, the Credit Agreement), providing, subject to the terms and conditions thereof, for extensions of credit (by the making of loans) to be made by the Existing Lenders to the Loan Parties in an aggregate principal amount not exceeding $50,000,000;

WHEREAS the Loan Parties have requested that the Administrative Agents and the Lenders amend the Existing Credit Agreement to (i) increase the Total Revolving Commitment to an amount not exceeding $55,000,000 and (ii) amend the Existing Credit Agreement in certain other respects, and the Administrative Agents and the Lenders have agreed to do so, subject to the terms and conditions set forth herein.

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 Existing Credit Agreement have the same meanings herein as therein, except to the extent that such meanings are amended hereby.

2.       Amendments to Credit and Security Agreement.

Subject to the satisfaction of the terms and conditions set forth in Section 4 hereof and in reliance on the representations set forth in Section 3 hereof, the Loan Parties, the Lenders and the Administrative Agents agree that the Credit Agreement is hereby amended, effective as of the date hereof, as follows:

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(a)          Amendments to Section 1.01 of the Existing Credit Agreement.Section 1.01 of the Existing Credit Agreement is hereby amended as follows:

(i)          The following new definitions are hereby inserted in appropriate alphabetical order:

| | Eligible UK Slow Moving Finished Goods Inventory means Eligible UK   Inventory consisting of finished goods, which finished goods the UK Borrowers   have designated as slow moving on their books and records but which the   Administrative Agents have determined, in their Permitted Discretion, are   still eligible for inclusion in the UK Borrowing Base.   
| | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |                                                                                                                                                                                                                                                                                                                                                                       
| | Eligible UK Specialized Raw Material Inventory means Eligible UK   Inventory consisting of raw materials to be utilized by the UK Borrowers to   produce customized finished goods for specified customers, which raw   materials the UK Borrowers have designated as specialized raw materials on   their books and records.                                       
| |                                                                                                                                                                                                                                                                                                                                                                       
| | Eligible UK Standard Finished Goods Inventory means Eligible UK   Inventory consisting of finished goods, which finished goods have not been   designated as slow moving by the UK Borrowers or by the Administrative Agents   in their Permitted Discretion.                                                                                                       
| |                                                                                                                                                                                                                                                                                                                                                                       
| | Eligible UK Standard Raw Material Inventory means Eligible UK   Inventory consisting of raw materials to be utilized by the UK Borrowers to   produce finished goods for their customers generally, which raw materials   have not been designated as specialized raw materials by the UK Borrowers or   by the Administrative Agents in their Permitted Discretion.
| |                                                                                                                                                                                                                                                                                                                                                                       
| | Eligible US Slow Moving Finished Goods Inventory means Eligible US   Inventory consisting of finished goods, which finished goods the US Borrowers   have designated as slow moving on their books and records but which the US   Administrative Agent has determined, in its Permitted Discretion, are still   eligible for inclusion in the US Borrowing Base.    
| |                                                                                                                                                                                                                                                                                                                                                                       
| | Eligible US Specialized Raw Material Inventory means Eligible US   Inventory consisting of raw materials to be utilized by the US Borrowers to   produce customized finished goods for specified customers, which raw   materials the US Borrowers have designated as specialized raw materials on   their books and records.                                       
| |                                                                                                                                                                                                                                                                                                                                                                       
| | Eligible US Standard Finished Goods Inventory means Eligible US   Inventory consisting of finished goods, which finished goods have not been   designated as slow moving by the US Borrowers or by the US Administrative   Agent in its Permitted Discretion.                                                                                                       
| |                                                                                                                                                                                                                                                                                                                                                                       
| | Eligible US Standard Raw Material Inventory means Eligible US   Inventory consisting of raw materials to be utilized by the US Borrowers to   produce finished goods for their customers generally, which raw materials   have not been designated as specialized raw materials by the US Borrowers or   by the US Administrative Agent in its Permitted Discretion.

(ii)          The definition of Belgian Availability is hereby amended by deleting the word Commitment in the second line and replacing it with Commitments.

(iii)          The definition of Belgian Borrowing Base is hereby amended by deleting such definition in its entirety and substituting the following therefor:

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| | Belgian Borrowing Base   means, at any time, the sum of:
| | ----------------------------------------------------------

| | (a) | 80% of the Eligible   Belgian Accounts at such time, minus                    
| | --- | ------------------------------------------------------------------------------
| |     |                                                                               
| | (b) | if applicable, Belgian   Reserves minus                                       
| |     |                                                                               
| | (c) | Reserves (in each case   expressed in Dollars) plus                           
| |     |                                                                               
| | (d) | to the extent Belgian   Availability would be less than zero, US Availability.

| | The Administrative Agents   may, in their Permitted Discretion, reduce the advance rate set forth above,   adjust Belgian Reserves or Reserves or reduce one or more of the other   elements used in computing the Belgian Borrowing Base.
| | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

(iv)          The definition of Eligible UK Inventory is hereby amended by deleting the word its in the second line and replacing it with their and by deleting clause (c) of such definition in its entirety and substituting the following therefor:

| | (c)          which   is, in the opinion of the Administrative Agents, obsolete, unmerchantable,   defective, used, unfit for sale, not salable at prices approximating at least   the cost of such Inventory in the ordinary course of business or unacceptable   due to age, type, category and/or quantity;
| | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

(v)          The definition of Eligible US Inventory is hereby amended by deleting clause (c) of such definition in its entirety and substituting the following therefor:

| | (c)          which   is, in the opinion of the US Administrative Agent, obsolete, unmerchantable,   defective, used, unfit for sale, not salable at prices approximating at least   the cost of such Inventory in the ordinary course of business or unacceptable   due to age, type, category and/or quantity;
| | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

(vi)          The definition of Net Orderly Liquidation Value is hereby amended by deleting such definition in its entirety and substituting the following therefor:

| | Net   Orderly Liquidation Value means, with respect to any category of   Inventory of any Person, the orderly liquidation value thereof as determined   in a manner acceptable to the Administrative Agents by an appraiser   acceptable to the Administrative Agents, net of all costs of liquidation   thereof.
| | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

(vii)          The definition of Total Revolving Commitment is hereby amended by deleting the last sentence of such definition in its entirety.

(viii)          The definition of UK Availability is hereby amended by deleting the word Commitment in the second line and replacing it with Commitments.

(ix)          The definition of UK Borrowing Base is hereby amended by deleting such definition in its entirety and substituting the following therefor:

UK Borrowing Base means, at any time, the sum of:

| | (a) | 85% of the Eligible UK   Accounts at such time, plus
| | --- | ----------------------------------------------------
| |     |                                                     
| | (b) | the lesser of:                                      
| |     |                                                     
| |     | (i)                                                 
| |     |                                                     
| |     | (ii)                                                

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| | (A)   the lesser of (1) 65% of the Eligible UK Standard Finished Goods Inventory,   valued at the lower of cost or market value, determined on a   first-in-first-out basis, at such time, or (2) the product of (x) 85% multiplied by (y) the Net   Orderly Liquidation Value percentage for Eligible UK Standard Finished Goods   Inventory identified in the most recent inventory appraisal ordered by the   Administrative Agents multiplied   by (z) the Eligible UK Standard Finished Goods Inventory, valued   at the lower of cost or market value, determined on a first-in-first-out   basis, at such time, plus         
| | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
| | (B)   the lesser of (1) 65% of the Eligible UK Slow Moving Finished Goods   Inventory, valued at the lower of cost or market value, determined on a   first-in-first-out basis, at such time, or (2) the product of (x) 85% multiplied by (y) the Net   Orderly Liquidation Value percentage for Eligible UK Slow Moving Finished   Goods Inventory identified in the most recent inventory appraisal ordered by   the Administrative Agents multiplied   by (z) the Eligible UK Slow Moving Finished Goods Inventory,   valued at the lower of cost or market value, determined on a   first-in-first-out basis, at such time, plus
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
| | (C)   the lesser of (1) 65% of the Eligible UK Standard Raw Material Inventory,   valued at the lower of cost or market value, determined on a   first-in-first-out basis, at such time, or (2) the product of (x) 85% multiplied by (y) the Net   Orderly Liquidation Value percentage for Eligible UK Standard Raw Material   Inventory identified in the most recent inventory appraisal ordered by the   Administrative Agents multiplied   by (z) the Eligible UK Standard Raw Material Inventory, valued at   the lower of cost or market value, determined on a first-in-first-out basis,   at such time, plus               
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
| | (D)   the lesser of (1) 65% of the Eligible UK Specialized Raw Material Inventory,   valued at the lower of cost or market value, determined on a   first-in-first-out basis, at such time, or (2) the product of (x) 85% multiplied by (y) the Net   Orderly Liquidation Value percentage for Eligible UK Specialized Raw Material   Inventory identified in the most recent inventory appraisal ordered by the   Administrative Agents multiplied   by (z) the Eligible UK Specialized Raw Material Inventory, valued   at the lower of cost or market value, determined on a first-in-first-out   basis, at such time, minus     

| | (c) | if applicable, UK Reserves   minus             
| | --- | -----------------------------------------------
| |     |                                                
| | (d) | Reserves (in each case   expressed in Dollars).

| | The Administrative Agents   may, in their Permitted Discretion, reduce the advance rates set forth above,   adjust UK Reserves or Reserves or reduce one or more of the other elements   used in computing the UK Borrowing Base.
| | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(x)          The   definition of US Availability is hereby amended by deleting the word   Commitment in the second line and replacing it with Commitments.
|----------------------------------------------------------------------------------------------------------------------------------------------------------------
|                                                                                                                                                                
|(xi)          The   definition of US Borrowing Base is hereby amended by deleting such   definition in its entirety and substituting the following therefor:  

US Borrowing Base means, at any time, the sum of:

| | (a)  | 85% of the Eligible US   Accounts at such time, plus
| | ---- | ----------------------------------------------------
| |      |                                                     
| | (b)  | the lesser of:                                      
| |      |                                                     
| | (i)  | $32,000,000, or                                     
| |      |                                                     
| | (ii) | the sum of:                                         

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| | (A)   the lesser of (1) 65% of the Eligible US Standard Finished Goods Inventory,   valued at the lower of cost or market value, determined on a   first-in-first-out basis, at such time, or (2) the product of (x) 85% multiplied by (y) the Net   Orderly Liquidation Value percentage for Eligible US Standard Finished Goods   Inventory identified in the most recent inventory appraisal ordered by the US   Administrative Agent multiplied   by (z) the Eligible US Standard Finished Goods Inventory, valued   at the lower of cost or market value, determined on a first-in-first-out   basis, at such time, plus         
| | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
| | (B)   the lesser of (1) 65% of the Eligible US Slow Moving Finished Goods   Inventory, valued at the lower of cost or market value, determined on a   first-in-first-out basis, at such time, or (2) the product of (x) 85% multiplied by (y) the Net   Orderly Liquidation Value percentage for Eligible US Slow Moving Finished   Goods Inventory identified in the most recent inventory appraisal ordered by   the US Administrative Agent multiplied   by (z) the Eligible US Slow Moving Finished Goods Inventory,   valued at the lower of cost or market value, determined on a   first-in-first-out basis, at such time, plus
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
| | (C)   the lesser of (1) 65% of the Eligible US Standard Raw Material Inventory,   valued at the lower of cost or market value, determined on a   first-in-first-out basis, at such time, or (2) the product of (x) 85% multiplied by (y) the Net   Orderly Liquidation Value percentage for Eligible US Standard Raw Material   Inventory identified in the most recent inventory appraisal ordered by the US   Administrative Agent multiplied   by (z) the Eligible US Standard Raw Material Inventory, valued at   the lower of cost or market value, determined on a first-in-first-out basis,   at such time, plus               
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
| | (D)   the lesser of (1) 65% of the Eligible US Specialized Raw Material Inventory,   valued at the lower of cost or market value, determined on a   first-in-first-out basis, at such time, or (2) the product of (x) 85% multiplied by (y) the Net   Orderly Liquidation Value percentage for Eligible US Specialized Raw Material   Inventory identified in the most recent inventory appraisal ordered by the US   Administrative Agent multiplied   by (z) the Eligible US Specialized Raw Material Inventory, valued   at the lower of cost or market value, determined on a first-in-first-out   basis, at such time, minus     

| | (c) | Reserves plus       
| | --- | --------------------
| |     |                     
| | (d) | the   M&E Component.

| | The Administrative Agent   may, in its Permitted Discretion, reduce the advance rates set forth above,   adjust Reserves or reduce one or more of the other elements used in computing   the US Borrowing Base.
| | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

(b)       Amendment to Section 2.04 of the Existing Credit Agreement.  Section 2.04 of the Existing Credit Agreement is hereby amended by adding a new clause (h) as set forth below:

| | (h)          Notwithstanding   the foregoing provisions of this Section 2.04, no Protective Advance shall   remain outstanding for more than sixty (60) days.
| | -------------------------------------------------------------------------------------------------------------------------------------------------------------

(c)          Amendment to Section 5.01(h)(iii) of the Existing Credit Agreement.  Subclause (iii) of Section 5.01(h) of the Existing Credit Agreement is hereby amended by deleting such subclause (iii) in its entirety and substituting the following therefor:

| | (iii)          a   worksheet of calculations prepared by the applicable Borrowing Representative   to determine Eligible US Accounts, Eligible US Slow Moving Finished Goods   Inventory, Eligible US Specialized Raw Material Inventory, Eligible US   Standard Finished Goods Inventory, Eligible US Standard Raw Material   Inventory, M&E Component, Eligible UK Accounts, Eligible UK Finished Goods   Inventory, Eligible UK Raw Material Inventory and Eligible Belgian Accounts,   such worksheets detailing the Accounts, Inventory and Equipment excluded from   Eligible US Accounts, Eligible US Slow Moving Finished Goods Inventory,   Eligible US Specialized Raw Material Inventory, Eligible US Standard Finished   Goods Inventory, Eligible US Standard Raw Material Inventory, M&E   Component, Eligible UK Accounts, Eligible UK Finished Goods Inventory,   Eligible
UK Raw Material Inventory and Eligible Belgian Accounts and the   reason for such exclusions;
| | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

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(d)          Amendment to Section 5.13 of the Existing Credit Agreement.  Section 5.13 of the Existing Credit Agreement is hereby amended by deleting Section 5.13 in its entirety and substituting the following new Section 5.13 as set forth below:

| | SECTION   5.13.  Depository Banks.  Schedule 5.13 sets forth all   deposit accounts maintained by the Loan Parties as of the Effective Date with   banking institutions other than the Administrative Agents.  On or before June 30, 2007, the US   Borrowers will establish and thereafter maintain the US Administrative Agent,   as its principal depository bank, the US Borrowers primary deposit and   operating accounts, including accounts for the maintenance of operating,   administrative, cash management, collection activity, and other deposit   accounts for the conduct of business.    No Loan Party shall open any deposit or operating account with any   banking institution other than the Administrative Agents without the consent   of the Administrative Agents.  Each   Loan Party shall promptly notify the Administrative Agents of the closing of   any deposit
account.  Upon the closing   of any deposit account, all amounts held in such deposit account shall be   wired, or otherwise transferred in immediately available funds in a manner   satisfactory to the Administrative Agents, to a Collateral Deposit Account.
| | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

(e)          Amendment to Section 5.15 of the Existing Credit Agreement.  Paragraph (b) of Section 5.15 of the Existing Credit Agreement is hereby amended by deleting the introductory clause Within 60 days after the Effective Date in its entirety and substituting the following therefor, On or before June 30, 2007 (or such later date as may be agreed to by the US Administrative Agent in its Permitted Discretion),.

(f)          Amendment to Section 9.01 of the Existing Credit Agreement.  Section 9.01 of the Existing Credit Agreement is hereby amended by deleting subsection 9.01(a) in its entirety and substituting the following therefor:

| | (a)          Except   in the case of notices and other communications expressly permitted to be   given by telephone (and subject to paragraph (b) below), all notices and   other communications provided for herein shall be in writing and shall be   delivered by hand or overnight courier service, mailed by certified or   registered mail or sent by facsimile, as follows:
| | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (i)          if   to any Loan Party, to the Company at:
| | -------------------------------------------------------
| |                                                        
| | Calgon Carbon Corporation                              
| | 400 Calgon Carbon Drive                                
| | Pittsburgh, Pennsylvania   15230-0717                  
| | Attention:          Peter   Lee                        
| | Telephone:          412-787-6890                       
| | Facsimile:          412-787-6313                       

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| | With a copy to:                                                        
| | -----------------------------------------------------------------------
| |                                                                        
| | Calgon Carbon Corporation                                              
| | 400 Calgon Carbon Drive                                                
| | Pittsburgh, Pennsylvania   15230-0717                                  
| | Attention:          Dennis   Sheedy, Vice President and General Counsel
| | Telephone:          412-787-6786                                       
| | Facsimile:          412-787-4511                                       
| |                                                                        
| | (ii)          if   to the US Administrative Agent:                     
| |                                                                        
| | JPMorgan Chase Bank                                                    
| | 530 Fifth Avenue, 8th   Floor                                          
| | New York, New York 10036                                               
| | Attention:          Calgon   Account Executive                         
| | Telephone:          212-837-3212                                       
| | Facsimile:          212-837-3301                                       
| |                                                                        
| | With a copy to:                                                        
| |                                                                        
| | JPMorgan Chase Bank, N.A.                                              
| | 120 S. LaSalle St., 8th   Floor                                        
| | Chicago, Illinois 60603                                                
| | Attention:          Calgon   Collateral Specialist                     
| | Telephone:          312-661-9601                                       
| | Facsimile:          312-661-9604                                       
| |                                                                        
| | (iii)          if   to the European Administrative Agent, at:          
| |                                                                        
| | J.P. Morgan Europe Limited                                             
| | 125 London Wall                                                        
| | Floor 9                                                                
| | EC2Y 5AJ                                                               
| | London, United Kingdom                                                 
| | Attention:          Stephen   Clarke                                   
| | Telephone: +44 (0) 20 7325   5424                                      
| | Fax: +44 (0) 20 7777 2360                                              
| |                                                                        
| | With a copy to:                                                        
| |                                                                        
| | JPMorgan Chase Bank                                                    
| | 530 Fifth Avenue, 8th   Floor                                          
| | New York, New York 10036                                               
| | Attention:          Calgon   Account Executive                         
| | Telephone:          212-837-3212                                       
| | Facsimile:          212-837-3301                                       

| | (iv)          if   to the Issuing Bank, with respect to Letters of Credit issued for the UK   Borrowers or the Belgian Borrower, at:
| | ------------------------------------------------------------------------------------------------------------------------------------
| |                                                                                                                                     
| | J.P. Morgan Europe Limited                                                                                                          
| | 125 London Wall                                                                                                                     
| | Floor 9                                                                                                                             
| | EC2Y 5AJ                                                                                                                            
| | London, United Kingdom                                                                                                              
| | Attention:          Stephen   Clarke                                                                                                
| | Telephone:          +44   (0) 22 7325 5424                                                                                          
| | Facsimile:          +44   (0) 20 7777 2360                                                                                          

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| | (v)          if   to any other Lender, to it at its address or facsimile number set forth in   its Administrative Questionnaire.
| | --------------------------------------------------------------------------------------------------------------------------------

| | All such notices and other   communications (i) sent by hand or overnight courier service, or mailed by   certified or registered mail, shall be deemed to have been given when   received or (ii) sent by facsimile shall be deemed to have been given   when sent, provided that if not given during normal business hours   for the recipient, shall be deemed to have been given at the opening of   business on the next Business Day for the recipient.
| | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

(g)          Amendment to Section 9.02(c) of the Existing Credit Agreement.  The second sentence of Section 9.02(c) of the Existing Credit Agreement is hereby amended by deleting the reference to $5,000,000 and substituting $2,500,000 therefor.

(h)          Amendments to Schedules 1(a), 5.13 and 5.18 to the Existing Credit Agreement.  Schedules 1(a), 5.13 and 5.18 to the Existing Credit Agreement shall be amended in their entirety as set forth on the Schedules 1(a), 5.13 and 5.18 attached hereto.

(i)          Amendments to Exhibits B-1, B-2, B-3 and C to the Existing Credit Agreement.  Exhibits B-1, B-2, B-3 and C to the Existing Credit Agreement shall be amended in their entirety as set forth on the Exhibits B-1, B-2, B-3 and C attached hereto.

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 (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 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.          Conditions Precedent. The effectiveness of this Amendment shall be conditioned upon the satisfaction of the following conditions precedent:

(a)          Counterparts of Amendment.  The Administrative Agents shall have received from each party hereto either (i) a counterpart of this 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 of this Amendment) that such party has signed a counterpart of this Amendment.

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(b)          Corporate Documents.  Such documents and certificates as the Administrative Agents or its counsel may reasonably request relating to borrowings under the Credit Agreement and any other legal matters relating to the Loan Parties (including board of director resolutions and evidence of the incumbency of officers) and the Existing Credit Agreement, as amended by this Amendment.

(c)          Financial Officer Certificate.  The Agent shall have received a certificate of the chief financial officer of the US Borrowing Representative on behalf of the Loan Parties dated the date hereof, stating that the representations and warranties in Article III are true and correct in all material respects on such date as though made on and as of such date and that no event has occurred and is continuing which constitutes a Default.

(d)          Solvency Assurances.  The US Administrative Agent shall have received a certificate of a duly authorized officer of the Loan Parties on behalf of the Loan Parties dated as of the date hereof in form and substance satisfactory to the US Administrative Agent.

(e)          Other Documents.  Such other documents as the Agent or counsel to the Agent may reasonably request.

5.          Confirmation of Guarantee and Collateral Documents.  Each Loan Guarantor hereby confirms that the obligations of the Borrowers under the Credit Agreement shall 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), shall 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 shall be entitled to the benefits of the collateral security provided by the Other Collateral Documents.

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 a waiver of any provision of the Loan Documents, except such waivers or consents 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 syndication of the increase in the Total Revolving Commitments provided for herein, the preparation and administration of this Amendment or any amendments, modifications or waivers of the provisions thereof (whether or not the transactions contemplated hereby or thereby shall be consummated).

(c)         This 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 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 Amendment to be duly executed by their respective authorized officers as of the day and year first above written.

| | BORROWERS:                       
| | ---------------------------------
| |                                  
| | CALGON CARBON CORPORATION        
| |                                  
| |                                  
| | By:                              
| |                                  
| | Name:                            
| | Title:                           
| |                                  
| |                                  
| | CALGON CARBON INVESTMENTS,   INC.
| |                                  
| |                                  
| | By:                              
| |                                  
| | Name:                            
| | Title:                           
| |                                  
| |                                  
| | BSC COLUMBUS, LLC                
| |                                  
| |                                  
| | By:                              
| |                                  
| | Name:                            
| | Title:                           
| |                                  
| |                                  
| | CCC COLUMBUS, LLC                
| |                                  
| |                                  
| | By:                              
| |                                  
| | Name:                            
| | Title:                           
| | :                                

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| | EXECUTED   AND DELIVERED as a Deed   by     
| | --------------------------------------------
| | CHEMVIRON   CARBON LIMITED acting   by:     
| |                                             
| |                                             
| | Director:                                   
| |                                             
| | Director/secretary:                         
| |                                             
| |                                             
| |                                             
| | EXECUTED   AND DELIVERED as a Deed   by     
| | WATERLINK (UK) HOLDINGS   LIMITED acting by:
| |                                             
| |                                             
| | Director:                                   
| |                                             
| | Director/secretary:                         
| |                                             
| |                                             
| |                                             
| | EXECUTED   AND DELIVERED as a Deed   by     
| | SUTCLIFFE SPEAKMAN LIMITED   acting by:     
| |                                             
| |                                             
| | Director:                                   
| |                                             
| | Director/secretary:                         
| |                                             
| |                                             
| |                                             
| | EXECUTED   AND DELIVERED as a Deed   by     
| | LAKELAND PROCESSING   LIMITED acting by:    
| |                                             
| |                                             
| | Director:                                   
| |                                             
| | Director/secretary:                         
| |                                             
| |                                             
| |                                             
| | EXECUTED   AND DELIVERED as a Deed   by     
| | CHARCOAL CLOTH   (INTERNATIONAL)            
| |                                             
| |                                             
| | LIMITED acting by:                          
| |                                             
| |                                             
| | Director:                                   
| |                                             
| | Director/secretary:                         
| |                                             

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| | ADMINISTRATIVE AGENTS AND LENDERS:                                           
| | -----------------------------------------------------------------------------
| |                                                                              
| |                                                                              
| |                                                                              
| | JPMORGAN CHASE BANK, N.A.,   as Initial Lender and as US Administrative Agent
| |                                                                              
| |                                                                              
| | By:                                                                          
| |                                                                              
| | Name:                                                                        
| | Title:                                                                       
| |                                                                              
| |                                                                              
| | J.P. MORGAN EUROPE   LIMITED, as European Administrative Agent               
| |                                                                              
| |                                                                              
| | By:                                                                          
| |                                                                              
| | Name:                                                                        
| | Title:                                                                       

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Schedule 1(a)

COMMITMENT SCHEDULE

|Lender                    |  | Total   Revolving   Commitment |            | UK   Revolving   Sublimit |   | Belgian   Revolving   Sublimit | 
|------------------------- |  | ------------------------------ | ---------- | ------------------------- | - | ------------------------------ | 
|                          |  |                                |            |                           |   |                                | 
|JPMorgan Chase Bank, N.A. |  | $                              | 55,000,000 |                           | $ | 12,000,000                     | 
|Total                     |  | $                              | 55,000,000 |                           | $ | 12,000,000                     | 

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Schedule 5.13

Deposit Accounts

|Company                   |  | Name of    depository bank                                                          |  | Type of    Account         |  | Account    Number   
|------------------------- |  | ----------------------------------------------------------------------------------- |  | -------------------------- |  | --------------------
|                          |  |                                                                                     |  |                            |  |                     
|Calgon Carbon Corporation |  | National City                                                                       |  | Cash Natl City CMA        |  | 967078174           
|Calgon Carbon Corporation |  | National City                                                                       |  | Cash Natl City Lockbox    |  | 967078182           
|Calgon Carbon Corporation |  | National City                                                                       |  | Cash Natl City Lockbox    |  | 657657162           
|Calgon Carbon Corporation |  | National City                                                                       |  | Cash Natl City A/P Chk    |  | 0198280             
|Calgon Carbon Corporation |  | National City                                                                       |  | Cash Natl City A/P EFT    |  | 967078190           
|Calgon Carbon Corporation |  | Bank Mendes Gans                                                                    |  | BMG Short Term Investment  |  | 026.10.14.889       
|Calgon Carbon Corporation |  | Bank of America                                                                     |  | Cash BOA Travel/Proc. Card |  | 003921319563        
|Calgon Carbon Corporation |  | Bank of America                                                                     |  | BOA Korea                  |  | 0180 01 607041128039
|Calgon Carbon Corporation |  | Six Rivers Bank                                                                     |  | Blue Lake Petty Cash       |  | 202563650           
|Calgon Carbon Corporation |  | Hancock Bank                                                                        |  | Pearl River Petty Cash     |  | 01-418-7261         
|Calgon Carbon Corporation |  | Kentucky Farmers Bank                                                               |  | Big Sandy Petty Cash       |  | 6022401             
|Calgon Carbon Corporation |  | Wachovia Bank                                                                       |  | Vara Petty Cash            |  | 2158095439028       
|Calgon Carbon Corporation |  | ING Seneffe                                                                         |  | Euro Account               |  | 310-0750000-82      
|Calgon Carbon Corporation |  | ING Seneffe                                                                         |  | GBP Account                |  | 310-0750000-82      
|Calgon Carbon Corporation |  | ING Seneffe                                                                         |  | USD Account                |  | 310-0750000-82      
|Calgon Carbon Corporation |  | ING Breda                                                                           |  | Euro Account               |  | 0209962003          
|Calgon Carbon Corporation |  | Banque de la Poste                                                                  |  | Euro Account               |  | 000-3000-863        
|Calgon Carbon Corporation |  | Bank Mendes Gans                                                                    |  | Euro Account               |  | 026 101 49 27       
|Calgon Carbon Corporation |  | Bank Mendes Gans                                                                    |  | USD Account                |  | 026 101 4919        
|Calgon Carbon Investments |  | Bank of America                                                                     |  | CCI Cash Management        |  | 01242-02460         
|BSC Columbus, LLC         |  | National City                                                                       |  | BSC Columbus Cash Nat City |  | 964897473           
|CCC Columbus, LLC         |  | National City                                                                       |  | CCC Columbus Cash Nat City |  | 964897481           
|Chemviron Carbon Limited  |  | Barclays Bank   9 High Street, Thurrock   Grays, Essex, RM17 6NL,    United Kingdom |  | Current Account GBP        |  | 30248789            

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|Company                           |  | Name of    depository bank                                                           |  | Type of    Account                     |  | Account    Number
|--------------------------------- |  | ------------------------------------------------------------------------------------ |  | -------------------------------------- |  | -----------------
|                                  |  |                                                                                      |  |                                        |  |                  
|Chemviron Carbon Limited          |  | Barclays Bank   9 High Street, Thurrock   Grays, Essex, RM17 6NL,    United Kingdom  |  | Business Premium GBP                   |  | 60920851         
|Chemviron Carbon Limited          |  | Barclays Bank   9 High Street, Thurrock   Grays, Essex, RM17 6NL,    United Kingdom  |  | Current Account EUR                    |  | 77586033         
|Chemviron Carbon Limited          |  | Barclays Bank   9 High Street, Thurrock   Grays, Essex, RM17 6NL,    United Kingdom  |  | Current Account USD                    |  | 86858822         
|Waterlink (UK) Holdings   Limited |  | THE ROYAL BANK OF SCOTLAND   PLC   1 DALE STREET   LIVERPOOL L2 2PP                  |  | Current Account GBP                    |  | 10301585         
|Sutcliffe Speakman Limited        |  | THE ROYAL BANK OF SCOTLAND   PLC   1 DALE STREET   LIVERPOOL L2 2PP   United Kingdom |  | Current Account GBP                    |  | 10125663         
|Sutcliffe Speakman Limited        |  | THE ROYAL BANK OF SCOTLAND   PLC   1 DALE STREET   LIVERPOOL L2 2PP
United Kingdom   |  | Special Interest Bearing   Account GBP |  | 10687734         
|Lakeland Processing   Limited     |  | THE ROYAL BANK OF SCOTLAND   PLC  1 DALE STREET  LIVERPOOL L2 2PP   United Kingdom   |  | Current Account GBP                    |  | 10147632         

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Schedule 5.18

Post-Closing List

|   |  | Document/Deliverable                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |  | Due Date
|-- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------ |  | --------
|   |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |  |         
|1. |  | The Loan Parties shall   provide evidence satisfactory to the Administrative Agents that the European   Administrative Agent has obtained a first ranking mortgage on the Belgian   Real Property securing the Obligations in an amount satisfactory to the   Administrative Agents.                                                                                                                                                                                                                                                                                                                                                                               |  | 3/31/07 
|   |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |  |         
|2. |  | The Loan Parties shall   provide evidence satisfactory to the US Administrative Agent that all actions   have been taken, and all documents, filings and recordings have been   executed, delivered, filed and recorded, that, in the reasonable opinion of   the US Administrative Agent, are necessary or desirable in order to create in   favor of the US Administrative Agent, valid and perfected First Priority   security interests in those United States and Canadian patents, patent   applications, trademarks and trademark applications that the US Administrative   Agent has determined are of material value or importance to the Loan   Parties. |  | 3/31/07 
|   |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |  |         
|3. |  | The Loan Parties shall   provide evidence satisfactory to the Administrative Agents that the European   Administrative Agent has obtained a valid and perfected German Law Share   Pledge over 65% of the shares in Chemviron Carbon GmbH.                                                                                                                                                                                                                                                                                                                                                                                                                         |  | 3/31/07 

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ASSIGNMENT AND ACCEPTANCE

This ASSIGNMENT AND ACCEPTANCE (this Assignment and Acceptance) is dated as of the Effective Date set forth below and is entered into by and between JPMorgan Chase Bank, N.A. (the Assignor) and Citizens Bank of Pennsylvania (the Assignee).  Capitalized terms used but not defined herein shall have the meanings given to them in the Credit Agreement identified below  (as amended, the Credit Agreement), receipt of a copy of which is hereby acknowledged by the Assignee.  The Standard Terms and Conditions set forth in Annex 1 attached hereto are hereby agreed to and incorporated herein by reference and made a part of this Assignment and Acceptance as if set forth herein in full.

For an agreed consideration, the Assignor hereby irrevocably sells and assigns to the Assignee, and the Assignee hereby irrevocably purchases and assumes from the Assignor, subject to and in accordance with the Standard Terms and Conditions and the Credit Agreement, as of the Effective Date inserted by the Administrative Agents as contemplated below (i) all of the Assignors rights and obligations in its capacity as a Lender under the Credit Agreement and any other documents or instruments delivered pursuant thereto to the extent related to the amount and percentage interest identified below of all of such outstanding rights and obligations of the Assignor under the respective facilities identified below (including any letters of credit, and guarantees, included in such facilities) and (ii) to the extent permitted to be assigned under applicable law, all claims, suits, causes of action and any other right of the Assignor (in its capacity as a Lender) against
any Person, whether known or unknown, arising under or in connection with the Credit Agreement, any other documents or instruments delivered pursuant thereto or the loan transactions governed thereby or in any way based on or related to any of the foregoing, including contract claims, tort claims, malpractice claims, statutory claims and all other claims at law or in equity related to the rights and obligations sold and assigned pursuant to clause (i) above (the rights and obligations sold and assigned pursuant to clauses (i) and (ii) above being referred to herein collectively as the Assigned Interest).  Such sale and assignment is without recourse to the Assignor and, except as expressly provided in this Assignment and Acceptance, without representation or warranty by the Assignor.

|1. | Assignor:              | JPMorgan Chase Bank, N.A.                                                                                                                            
|-- | ---------------------- | -----------------------------------------------------------------------------------------------------------------------------------------------------
|   |                        |                                                                                                                                                      
|2. | Assignee:              | Citizens Bank of Pennsylvania                                                                                                                        
|   |                        |                                                                                                                                                      
|3. | Borrowers:             | Calgon Carbon Corporation, and the other Borrowers   named therein.                                                                                  
|   |                        |                                                                                                                                                      
|4. | Administrative Agents: | JPMorgan Chase Bank, N.A. as US Administrative Agent   and J.P. Morgan Europe Limited, as European Administrative Agent under the   Credit Agreement.

5.          Credit Agreement:  The $55,000,000 Credit Agreement dated as of August 18, 2006 among Calgon Carbon Corporation (the Company) and the other Borrowers named therein (collectively with the Company, the Borrowers), the other Loan Parties party thereto, the Lenders party thereto, JPMorgan Chase Bank, N.A., as US Administrative Agent, J.P. Morgan Europe Limited, as European Administrative Agent, and the other agents party thereto, as amended by the First Amendment to Credit Agreement dated as of February 5, 2007.

6.          Assigned Interest:

|Aggregate Amount of   Total Revolving   Commitment/Loans   for all Lenders* |  | Amount of   Total   Revolving   Commitment/Loans   Assigned |            | Amount of   UK   Revolving   Sublimit/UK   Revolving Loans   Assigned |   | Amount of   Belgian   Revolving   Sublimit/Belgian    Revolving Loans   Assigned |  | Percentage   Assigned of    Commitment/ Loans1 |          
|--------------------------------------------------------------------------- |  | ----------------------------------------------------------- | ---------- | --------------------------------------------------------------------- | - | -------------------------------------------------------------------------------- |  | ---------------------------------------------- | ---------
|                                                                            |  |                                                             |            |                                                                       |   |                                                                                  |  |                                                |          
|55,000,000                                                                  |  | $                                                           | 20,000,000 |                                                                       | $ | 4,363,636                                                                        |  | $                                              | 2,181,818

|                                                                                                       
|-------------------------------------------------------------------------------------------------------
|1 Set forth, to at least 9 decimals, as a percentage of the Commitment/Loans of all Lenders thereunder.

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|                                                                                                                                                                                                                                                                                                    
|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|*In accordance with Section 9.04(c), assignments of   Total Revolving Commitment and Total Revolving Exposure shall include a pro   rata assignment of UK Revolving Sublimit, UK Revolving Exposure, Belgian   Revolving Sublimit and Belgian Revolving Exposure, Effective Date:   February 5, 2007

The Assignee agrees to deliver to the Administrative Agents a completed Administrative Questionnaire in which the Assignee designators on or more Credit Contacts to whom all syndicate-level information (which may contain material non-public information about the Company, the Loan Parties and their Related Parties or their respective securities) will be made available and who may receive such information in accordance with the Assignees compliance procedures and applicable laws, including Federal and state securities laws.

The terms set forth in this Assignment and Acceptance are hereby agreed to:

| | ASSIGNOR                                                                
| | ------------------------------------------------------------------------
| |                                                                         
| | JPMORGAN CHASE BANK, N.A.                                               
| |                                                                         
| |                                                                         
| | By:                                                                     
| |                                                                         
| | Title:                                                                  
| |                                                                         
| |                                                                         
| | ASSIGNEE                                                                
| |                                                                         
| | CITIZENS BANK OF PENNSYLVANIA                                           
| |                                                                         
| | By:                                                                     
| |                                                                         
| | Title:                                                                  
| |                                                                         
| |                                                                         
| | Consented to and Accepted:                                              
| |                                                                         
| | JPMORGAN CHASE BANK, N.A., as US Administrative   Agent and Issuing Bank
| |                                                                         
| |                                                                         
| | By                                                                      
| |                                                                         
| | Title:                                                                  

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| | J.P. MORGAN EUROPE LIMITED, as European   Administrative Agent
| | --------------------------------------------------------------
| |                                                               
| |                                                               
| | By                                                            
| |                                                               
| | Title:                                                        
| |                                                               
| |                                                               
| | Consented to:                                                 
| |                                                               
| |                                                               
| | CALGON CARBON CORPORATION                                     
| |                                                               
| |                                                               
| | By                                                            
| |                                                               
| | Title:                                                        

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ANNEX 1

Credit Agreement dated as of August 18, 2006, as amended, among Calgon Carbon Corporation (the Company) and the other Borrowers named therein (collectively with the Company, the Borrowers), the other Loan Parties party thereto, the Lenders party thereto, JPMorgan Chase Bank, N.A., as US Administrative Agent, J.P. Morgan Europe Limited, as European Administrative Agent, and the other agents party thereto.

STANDARD TERMS AND CONDITIONS FOR ASSIGNMENT AND ACCEPTANCE

1.          Representations and Warranties.

1.1.          Assignor.  The Assignor (a) represents and warrants that (i) it is the legal and beneficial owner of the Assigned Interest, (ii) the Assigned Interest is free and clear of any lien, encumbrance or other adverse claim and (iii) it has full power and authority, and has taken all action necessary, to execute and deliver this Assignment and Acceptance and to consummate the transactions contemplated hereby; and (b) assumes no responsibility with respect to (i) any statements, warranties or representations made in or in connection with the Credit Agreement or any other Loan Document, (ii) the execution, legality, validity, enforceability, genuineness, sufficiency or value of the Loan Documents or any collateral thereunder, (iii) the financial condition of the Borrowers, any of
their Subsidiaries or Affiliates or any other Person obligated in respect of any Loan Document or (iv) the performance or observance by any Borrower, any of its Subsidiaries or Affiliates or any other Person of any of their respective obligations under any Loan Document.

1.2.          Assignee.  The Assignee (a) represents and warrants that (i) it has full power and authority, and has taken all action necessary, to execute and deliver this Assignment and Acceptance and to consummate the transactions contemplated hereby and to become a Lender under the Credit Agreement, (ii) it satisfies the requirements, if any, specified in the Credit Agreement that are required to be satisfied by it in order to acquire the Assigned Interest and become a Lender, (iii) from and after the Effective Date, it shall be bound by the provisions of the Credit Agreement as a Lender thereunder and, to the extent of the Assigned Interest, shall have the obligations of a Lender thereunder, (iv) it has received a copy of the Credit Agreement, together with copies of the most
recent financial statements delivered pursuant to Section 5.01 thereof, as applicable, and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Assignment and Acceptance and to purchase the Assigned Interest on the basis of which it has made such analysis and decision independently and without reliance on the Administrative Agents or any other Lender, and (v) if it is a Foreign Lender, attached to the Assignment and Acceptance is any documentation required to be delivered by it pursuant to the terms of the Credit Agreement, duly completed and executed by the Assignee; and (b) agrees that (i) it will, independently and without reliance on the Administrative Agents, the Assignor or any other Lender, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Loan Documents, and (ii) it will perform in accordance with
their terms all of the obligations which by the terms of the Loan Documents are required to be performed by it as a Lender.

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2.          Payments.  From and after the Effective Date, the Administrative Agents shall make all payments in respect of the Assigned Interest (including payments of principal, interest, fees and other amounts) to the Assignor for amounts which have accrued to but excluding the Effective Date and to the Assignee for amounts which have accrued from and after the Effective Date.

3.          General Provisions. This Assignment and Acceptance shall be binding upon, and inure to the benefit of, the parties hereto and their respective successors and assigns.  This Assignment and Acceptance may be executed in any number of counterparts, which together shall constitute one instrument.

Delivery of an executed counterpart of a signature page of this Assignment and Acceptance by facsimile shall be effective as delivery of a manually executed counterpart of this Assignment and Acceptance.  This Assignment and Acceptance shall be governed by, and construed in accordance with, the law of the State of New York.

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