UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549



FORM 8‑K


CURRENT REPORT Pursuant
to Section 13 or 15(d) of the
Securities Exchange Act of 1934


Date of report (Date of earliest event reported):  January 17, 2014

TOR Minerals International, Inc.
(Exact Name of Registrant as Specified in Its Charter)


Delaware
(State or Other Jurisdiction of Incorporation)

0-17321
(Commission File Number)

722 Burleson Street
Corpus Christi, Texas
(Address of Principal Executive Offices)

74-2081929
(IRS Employer Identification No.)


78402
(Zip Code)

(361) 883-5591
(Registrant's Telephone Number, Including Area Code)

N/A
(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions ( see General Instruction A.2. below):

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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ITEM 1.01           ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT .

On January 17, 2014, TOR Minerals International, Inc. (the "Company") entered into the third amendment (the "Amendment") with American Bank, N.A. (the "Lender").  Under the terms of the Amendment, which has an effective date of January 1, 2014, the Company is required to pledge a certificate of deposit in the amount of $350,000 as additional security against the outstanding loan balance of $910,447.00.  In addition, the Company will be required to maintain a ratio of cash flow to debt service as follows:

 

1.      at least 1.25 to 1.0 measured on a rolling four-quarter basis beginning with the four-quarter period ending December 31, 2010,
  and ending with the four-quarter period ending September 30, 2013;

2.      at least 1.0 to 1.0 for the four months ending April 30, 2014;

3.      at least 1.0 to 1.0 for the six months ending June 30, 2014;

4.      at least 1.0 to 1.0 for the nine months ending September 30, 2014;

5.      at least 1.25 to 1.0 for the twelve months ending December 31, 2014; and

6.      at least 1.25 to 1.0 measured on a rolling, four-quarter basis beginning with the four-quarter period ending March 31, 2015,
  and similarly measured at the end of each quarter thereafter.

 

ITEM 2.03           CREATION OF A DIRECT FINANCIAL OBLIGATION OR AN OBLIGATION UNDER AN OFF-BALANCE SHEET ARRANGEMENT OF A REGISTRANT .

The information contained in Item 1.01 of this report is incorporated herein by reference.

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ITEM 9.01           FINANCIAL STATEMENTS AND EXHIBITS

 


Exhibits.
The following exhibit is furnished in accordance with the provisions of Item 601 of Regulation S-B:

Exhibit
Number

10.1


Description

Third Amendment to Loan Agreement with American Bank



SIGNATURES


Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.


TOR MINERALS INTERNATIONAL, INC.
_____________________
(Registrant)



Date:  January 22, 2014

/s/ BARBARA RUSSELL

Barbara Russell
Chief Financial Officer

 

 

 

 

EXHIBIT INDEX

Exhibit
Number

10.1


Description

Third Amendment to Loan Agreement with American Bank



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EXHIBIT 10.1

THIRD AMENDMENT TO LOAN AGREEMENT

              This Third Amendment to Loan Agreement is effective as of the 1st day of January, 2014, between American Bank, N.A. ("Lender"), and TOR Minerals International, Inc., ("Borrower") and amends that prior Loan Agreement between the parties dated December 30, 2010 (the "Agreement"), as previously amended on February 15, 2012, and on May 15, 2013.

              Section Four is amended to add a new Paragraph 4.02 to read as follows:

              4.02       Certificate Of Deposit .   The loan additionally shall be secured by the pledge of a certificate of deposit in the principal amount of $350,000.

              Paragraph 5.03, subparagraph a. in Section Five is amended to hereafter read as follows:

              a.            Cash Flow Coverage Ratio .  Borrower will maintain a ratio of cash flow to debt service as follows:

                            

(i)             at least 1.25 to 1.0 measured on a rolling four-quarter basis beginning with the four-quarter period ending December 3 1, 2010 and ending with the four-quarter period ending September 30, 2013;

(ii)            at least 1.0 to 1.0 for the four months ending April 30, 2014;

(iii)          at least 1.0 to 1.0 for the six months ending June 30, 2014;

(iv)           at least 1.0 to 1.0 for the nine months ending September 30, 2014;

(v)            at least 1.25 to 1.0 for the twelve months ending December 31, 2014; and

(vi)           at least 1.25 to 1.0 measured on a rolling, four-quarter basis beginning with the four-quarter period ending March 31, 2015, and similarly measured at the end of each quarter thereafter.

For purposes of making this calculation, cash flow shall be defined as net income after all applicable state and federal income taxes plus interest expense, depreciation, amortization and any other non-cash expenses less any dividends or distributions. Debt service shall be defined as all regularly scheduled principal and interest payments due and payable in the period being tested.

              Paragraph 5.04, subparagraphs a. and g. in Section Five are amended to hereafter read as follows:

              a.            Monthly Financial Statement .  Borrower shall furnish to Lender within 30 days after the end of each month, a balance sheet and income statement as of the end of such month, all in form and substance and in reasonable detail satisfactory to Lender, such monthly financial statements being prepared according to GAAP.

              g.           Compliance Certificate .  Borrower shall furnish a certificate signed by its Chief Financial Officer with each financial statement provided to Lender in connection with a cash flow coverage test as required in Paragraph 5.03.a. above stating that Borrower is in full compliance with all of its obligations under this Agreement and all other loan documents relating to the Loans and Notes.

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              Except as amended hereby, all other provisions of the Loan Agreement, as previously amended, shall remain in full force and effect and are hereby ratified and confirmed.  This Third Amendment specifically supersedes the terms of that letter agreement dated October 24, 2013.

 

              EXECUTED in multiple originals the date first set forth above.

 

THIS WRITTEN LOAN AGREEMENT AND THE PROMISSORY NOTES, SECURITY AGREEMENTS, GUARANTY AGREEMENTS AND OTHER LOAN DOCUMENTS EXECUTED BY THE PARTIES REPRESENT THE FINAL AGREEMENT BETWEEN THE PARTIES AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR CONTEMPORANEOUS, OR SUBSEQUENT ORAL AGREEMENTS. THERE ARE NO UNWRITTEN ORAL AGREEMENTS BETWEEN THE PARTIES.

BORROWER:

 

LENDER:

TOR MINERALS INTERNATIONAL, INC.


 

 

AMERICAN BANK, N.A.

By:

BARBARA RUSSELL

By:

PHILLIP J. RITLEY

Barbara Russell
Chief Financial Officer

 

Phillip J. Ritley
Senior Lending Officer

January 17, 2014

January 17, 2014

Date

Date

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