Exhibit 10.1
Fourth
Amendment to Credit Agreement
This Fourth Amendment to Credit Agreement
is dated as of September 18, 2009 (this
“Amendment” ), among AMCOL International
Corporation (the “Company” ), the Borrowing
Subsidiaries, the guarantors party hereto, the financial
institutions listed on the signature pages hereof as Lenders, and
Harris N.A. ( “Harris” ), as administrative
agent (in such capacity, the “Administrative
Agent” ).
Preliminary
Statements
A.The Company, the Borrowing Subsidiaries, the
guarantors party thereto (the “Guarantors” ),
the financial institutions party thereto as Lenders, and the
Administrative Agent have heretofore entered into that certain
Credit Agreement, dated as of November 10, 2005 (as amended,
the “Credit Agreement” ); and
B.The Company has asked the Lenders and the
Administrative Agent to amend certain covenants and make certain
other modifications to the Credit Agreement and the Lenders and the
Administrative Agent are willing to do so on the terms and
conditions set forth in this Amendment.
Now, Therefore, in consideration of the premises
set forth above, the terms and conditions contained herein and
other good and valuable consideration, the receipt and sufficiency
of which are hereby acknowledged, the parties hereto agree as
follows:
Article
I
Definitions
Section 1.1. Use of
Defined Terms . Unless otherwise defined or the
context otherwise requires, terms for which meanings are provided
in the Credit Agreement shall have such meanings when used in this
Amendment.
Article
II
Amendments
Section 2.1.
Section 5.1 of the Credit Agreement
is hereby amended by inserting in proper alphabetical order the
following new defined term:
“Senior Leverage Ratio”
means, as of the last day of any
fiscal quarter of the Company, the ratio of Total Senior Funded
Debt minus, to the extent included in the calculation of
Total Senior Funded Debt, contingent obligations in respect of
performance letters of credit of the Company and its Subsidiaries
as of the last day of such fiscal quarter to EBITDA of the Company
and its Subsidiaries for the period of four fiscal quarters then
ended.
Section 2.2
The defined term
“Contingent Obligations” contained in
Section 5.1 of the Credit Agreement is hereby amended by
deleting the last sentence thereof and inserting in its place the
following:
For the
purposes of all computations made under this Agreement, a guaranty
in respect of any Indebtedness shall be deemed to be Indebtedness
equal to the principal amount of such Indebtedness which has been
guaranteed, and a guaranty in respect of any other obligation or
liability or any dividend shall be deemed to be an obligation or
liability equal to the maximum aggregate amount of such obligation,
liability or dividend.
Section 2.3.
Section 8.21(a) of the Credit
Agreement is hereby amended in its entirety and as so amended shall
read as follows:
(a)
Senor Leverage Ratio. As of the last day of each
fiscal quarter of the Company, the Company shall not permit the
Senior Leverage Ratio to be greater than 3.0 to 1.0.
Section 2.4.
Section 8.22 of the Credit
Agreement is hereby amended in its entirety and as so amended shall
read as follows:
Section 8.22.Contingent
Obligations. The Company
will not and will not permit any Subsidiary to become or be liable
in respect of any Contingent Obligation except (i) the
Guaranties hereunder, (ii) Contingent Obligations of the
Guarantors with respect to the Funded Debt permitted by
Section 8.7(d) hereof, (iii) Contingent Obligations of
the Company or any Domestic Subsidiary with respect to the
obligations of the Company or any Domestic Subsidiary,
(iv) Contingent Obligations of a Foreign Subsidiary with
respect to the obligations of any other Foreign Subsidiary, and
(v) Contingent Obligations of the Company which are limited in
amount to a stated maximum dollar exposure in the aggregate not
greater than an amount equal to 5% of the total assets of the
Company and its Subsidiaries as shown on the Company’s most
recent financial statements delivered pursuant to Section 8.5
hereof and included in Current Debt or Consolidated Funded
Debt.
Section 2.5.
Schedule I to Exhibit F of the
Credit Agreement is hereby amended in its entirety and as so
amended shall read as set forth as Addendum I to this
Amendment.
Article
III
Representations And
Warranties
Section 3.1. Credit
Agreement Representations. In order to induce the Lenders and the
Administrative Agent to enter into this Amendment, each Borrower
hereby reaffirms, as of the date hereof, its representations and
warranties contained in Section 6 of the Credit Agreement and
additionally represents and warrants to the Administrative Agent
and each Lender as set forth in this Article III.
Section 3.2. Due
Authorization, Non-