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):  August 1, 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 August 1, 2014, TOR Minerals International, Inc. (the "Company") entered into the fourth amendment (the "Amendment") with American Bank, N.A. (the "Lender").  Under the terms of the Amendment, which has an effective date of August 1, 2014, the Lender released as collateral the $350,000 certificate of deposit pledged as additional security in the third amendment to the agreement. 

 

In addition, the Company and the Lender entered into the second amendment relating to the revolving credit promissory note for the purpose of extending the maturity date of the $2 million line of credit from October 15, 2014, to October 15, 2015.

 

All other terms of the agreements remained unchanged.

 

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

(d)

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

Exhibit
Number

10.1

10.2


Description

Fourth Amendment to Loan Agreement with American Bank

Allonge and Amendment No. two to the Revolving Credit Promissory Note
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:  August 1, 2014

/s/ BARBARA RUSSELL

Barbara Russell
Chief Financial Officer

 

 

 

 

EXHIBIT INDEX

Exhibit
Number

10.1

10.2


Description

Fourth Amendment to Loan Agreement with American Bank

Allonge and Amendment No. Two to the Revolving Credit Promissory Note
with American Bank

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 EXHIBIT 10.1

FOURTH AMENDMENT TO LOAN AGREEMENT

 

            This Fourth Amendment to Loan Agreement is effective as of the 1st day of August, 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, on May 15, 2013, and January 1, 2014.

            Section Four is amended to delete Paragraph 4.02 which reads 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.

            The Certificate of Deposit is released as collateral for this loan.

            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. 

 

            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:
TOR MINERALS INTERNATIONAL, INC.

LENDER:
AMERICAN BANK, N.A.

By:

BARBARA  RUSSELL

By:

PHILLIP J. RITLEY

Barbara Russell
Chief Financial Officer

Phillip J. Ritley
Senior Lending Officer

 EXHIBIT 10.2

 

ALLONGE AND AMENDMENT NO. TWO
TO REVOLVING CREDIT PROMISSORY NOTE

 

MAKER:

TOR Minerals International, Inc.

ORIGINAL PRINCIPAL SUM:

$2,000,000.00

DATE OF NOTE:

February 15, 2012

PAYEE:

AMERICAN BANK, N.A.

          

  This is an amendment and allonge to the Promissory Note described above.  The said Promissory Note is hereby amended as follows:

(1)            Maturity is extended to October 15, 2015.

(2)            The interest rate prior to maturity is amended to be a variable rate which is one percent (1%) per annum ABOVE THE REFERENCE RATE, with such variable rate to change and be adjusted to reflect any change in such Reference Rate at the time of any such change; provided, such variable rate shall never be less than 4.5% per annum nor ever exceed the lesser of: (i) the maximum legal rate which may be lawfully contracted for, charged or received hereon from time to time under applicable law; or (ii) 17.5% per annum.

(3)            Principal shall be due and payable on or before October 15, 2015 (the "maturity date").  Accrued interest shall be due and payable on a monthly basis commencing August 15, 2014, and on the same day of each succeeding month thereafter, and at maturity.

(4)   Maker shall pay a $5,000.00 renewal fee.

(5)            The loan and Note, as extended, continues to be subject to and governed by a Loan Agreement dated December 30, 2010, as amended.

PAYMENT DEFAULTS/OTHER DEFAULT PROVISIONS :

            (a)  Late Charge for Payment Defaults :  If a regularly scheduled payment due prior to maturity is 10 days or more late, Maker will be charged 5.000% of the regularly scheduled payment.  The late charge shall not apply to payments due at maturity.

            (b)  Annual Interest Rate with Other Default : Maker hereby agrees that, prior to maturity, at the sole option of Payee and upon ten (10) days written notice to Maker, the entire unpaid principal balance of this Note may bear interest at the highest rate permissible under applicable law or 17.50% per annum, whichever is less, during any period(s) in which Maker fails to comply with or to perform any term, obligation, promise or condition, other than a payment default, contained in this Note or any agreement related to and/or securing this Note.  This Paragraph (b) does not apply to payment defaults, such being specifically addressed herein in Paragraph (a) Late Charge for Payment Defaults .


POST MATURITY RATE:

            The Post Maturity Rate on this Note is the maximum rate allowed by applicable law.  Maker will pay interest on all sums due after final maturity, whether by acceleration or otherwise, at that rate, with the exception of any amounts added to the principal balance of this Note based on Payee's payment of insurance premiums, which will continue to accrue interest at the pre-maturity rate.

            Except as so amended, and as such may have been previously amended, said Promissory Note shall remain in full force and effect.

            EXECUTED effective the 1st day of August, 2014.

NOTICE TO MAKER: THIS LOAN IS PAYABLE IN FULL ON THE MATURITY DATE.  YOU MUST REPAY THE ENTIRE PRINCIPAL BALANCE OF THE LOAN AND UNPAID ACCRUED INTEREST THEN DUE. THE PAYEE IS UNDER NO OBLIGATION TO REFINANCE THE LOAN AT THAT TIME. YOU WILL THEREFORE BE REQUIRED TO MAKE PAYMENT OUT OF OTHER ASSETS YOU MAY OWN, OR YOU WILL HAVE TO FIND A PAYEE WILLING TO LEND YOU THE MONEY AT PREVAILING MARKET RATES, WHICH MAY BE CONSIDERABLY HIGHER OR LOWER THAN THE INTEREST RATE ON THIS LOAN. IF YOU REFINANCE THIS LOAN AT MATURITY, YOU MAY HAVE TO PAY SOME OR ALL CLOSING COSTS NORMALLY ASSOCIATED WITH A NEW LOAN EVEN IF YOU OBTAIN REFINANCING FROM THE SAME PAYEE.

THIS WRITTEN AGREEMENT REPRESENTS THE FINAL AGREEMENT BETWEEN THE PARTIES AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS, OR SUBSEQUENT ORAL AGREEMENTS OF THE PARTIES.  THERE ARE NO UNWRITTEN ORAL AGREEMENTS BETWEEN THE PARTIES.

 

MAKER:
TOR MINERALS INTERNATIONAL, INC.

HOLDER:
AMERICAN BANK, N.A.

By:

BARBARA  RUSSELL

By:

PHILLIP J. RITLEY

Barbara Russell
Chief Financial Officer

Phillip J. Ritley
Senior Lending Officer

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