Borrowing Agency
108
11.13.1
Borrowers
108
11.13.2
Designation of Borrowing Agent; Nature of Borrowing Agency
108
11.14
Additional Waivers of Borrowers
108
11.15
Acknowledgment and Consent to Bail-In of EEA Financial Institutions
109
11.16
Joinder
110
11.17
Amendment and Restatement
110
vi
LIST OF SCHEDULES AND EXHIBITS
SCHEDULES
SCHEDULE 1.1(A)
-
PRICING GRID
SCHEDULE 1.1(B)
-
COMMITMENTS OF LENDERS AND ADDRESSES FOR NOTICES
SCHEDULE 1.1(E)
-
EXISTING LETTERS OF CREDIT
SCHEDULE 1.1(P)
-
PERMITTED LIENS
SCHEDULE 6.1.2
-
CAPITALIZATION; SUBSIDIARIES
SCHEDULE 8.2.1
-
PERMITTED INDEBTEDNESS
SCHEDULE 8.2.3
-
GUARANTIES
EXHIBITS
EXHIBIT 1.1(A)
-
ASSIGNMENT AND ASSUMPTION AGREEMENT
EXHIBIT 1.1(B)
-
BORROWER JOINDER
EXHIBIT 1.1(G)(1)
-
GUARANTOR JOINDER
EXHIBIT 1.1(G)(2)
-
GUARANTY AGREEMENT
EXHIBIT 1.1(I)
-
INTERCOMPANY SUBORDINATION AGREEMENT
EXHIBIT 1.1(L)
-
LENDER JOINDER
EXHIBIT 1.1(N)(1)
-
REVOLVING CREDIT NOTE
EXHIBIT 1.1(N)(2)
-
SWING LOAN NOTE
EXHIBIT 1.1(N)(3)
-
TERM NOTE
EXHIBIT 2.4.1
-
LOAN REQUEST
EXHIBIT 2.4.2
-
SWING LOAN REQUEST
EXHIBIT 5.9.7(A)
-
U.S. TAX COMPLIANCE CERTIFICATE (For Foreign Lenders That Are Not Partnerships
For U.S. Federal Income Tax Purposes)
EXHIBIT 5.9.7(B)
-
U.S. TAX COMPLIANCE CERTIFICATE (For Foreign Participants That Are Not
Partnerships For U.S. Federal Income Tax Purposes)
EXHIBIT 5.9.7(C)
-
U.S. TAX COMPLIANCE CERTIFICATE (For Foreign Participants That Are Partnerships
For U.S. Federal Income Tax Purposes)
EXHIBIT 5.9.7(D)
-
U.S. TAX COMPLIANCE CERTIFICATE (For Foreign Lenders That Are Partnerships For
U.S. Federal Income Tax Purposes)
EXHIBIT 7.1.1(A)
-
CLOSING DATE COMPLIANCE CERTIFICATE
EXHIBIT 7.1.1(B)
-
SOLVENCY CERTIFICATE
EXHIBIT 8.3.3
-
QUARTERLY COMPLIANCE CERTIFICATE
vii
FIRST AMENDED AND RESTATED CREDIT AGREEMENT
THIS FIRST AMENDED AND RESTATED CREDIT AGREEMENT (as hereafter amended, the
"Agreement") is dated as of October 4, 2016, and is made by and among CALGON
CARBON CORPORATION, a Delaware corporation ("Calgon Carbon"), each of the other
BORROWERS (as hereinafter defined), each of the GUARANTORS (as hereinafter
defined), the LENDERS (as hereinafter defined), and PNC BANK, NATIONAL
ASSOCIATION, in its capacity as the Administrative Agent (as hereinafter
defined).
The Borrowers have requested the Lenders to provide (i) a revolving credit
facility to the Borrowers in an aggregate principal amount, subject to
Section 2.10 [Increase in Revolving Credit Commitments], not to exceed Three
Hundred Million and 00/100 Dollars ($300,000,000.00), including therein a Swing
Loan (as hereinafter defined) subfacility and a Letter of Credit (as hereinafter
defined) subfacility, and (ii) a One Hundred Million and 00/100 Dollar
($100,000,000.00) term loan facility.
In consideration of their mutual
covenants and agreements hereinafter set forth and intending to be legally bound
hereby, the parties hereto covenant and agree as follows:
1.
CERTAIN DEFINITIONS
1.1
Certain Definitions.
In addition to words and terms defined
elsewhere in this Agreement, the following words and terms shall have the
following meanings, respectively, unless the context hereof clearly requires
otherwise:
2016 Foreign Restructuring shall mean the transfer of equity interests and the
consummation of intercompany loans and investments among certain Loan Parties
and their Subsidiaries substantially in accordance with Calgon Carbon's
objective to restructure its worldwide corporate organization to the proposed
structure as delivered