8-K

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):  September 24, 2009

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.

Amended US Credit Agreement with Bank of America:

On September 25, 2009, TOR Minerals International, Inc. (the "Company", "Borrower") amended its current Credit Agreement with Bank of America, N.A. (the "Bank").  Under the terms of the amendment (the "Credit Agreement Amendment") the maturity date for the Company's Credit Agreement was extended from October 1, 2009 to February 15, 2010, at which time all debt under the Credit Agreement becomes due and payable.

The Company's Credit Agreement with the Bank consists of the following:

•         Revolving Line of Credit (the "Line"), secured by the accounts receivable and inventory of the Company's US operation of which $1,850,000 was outstanding at September 25, 2009; and

•         Term Loan, secured by the property, plant, equipment, accounts receivable and inventory of the Company's US operation, in the amount of $266,667.

In addition, the Credit Agreement Amendment amended the terms of the Credit Agreement as follows:

•         The Line was modified to reduce the amount of available borrowing under the Line from $2,500,000 to $2,225,000; and

•         The interest rate on the Line and Term Loan was increased from Prime plus 2.5% to Prime plus 3%.

In consideration of the agreements with the Bank contained in the amendment, in accordance with the previous amendment to the Credit Agreement, the Company agreed to use all proceeds in excess of $1 million that it receives on or after May 1, 2009 from the issuance of any of its capital stock, from capital contributions in respect of its capital stock, from the issuance of Debentures or from the incurrence of permitted subordinated indebtedness (as defined in the Credit Agreement) to prepay the loans and other obligations under the Credit Agreement, in such order and in such manner as the Bank may elect in its sole discretion.  Pursuant to this provision, effective August 21, 2009, the Company accepted subscriptions for the sale of Units, each Unit consisting of an aggregate principal amount of $25,000 of its six-percent (6%) Convertible Subordinated Debentures due May 4, 2016 (the "Debentures"), and issued warrants to purchase 47,170 shares of the Company's common stock to each subscriber of a Unit.  The Company received gross proceeds of $500,000 from the sale of the Units, which were paid to the Bank in reduction of debt outstanding under the Line.

The Company is working to establish a corporate lending relationship with a new financial institution for the Company's US operations prior to February 15, 2010, the revised maturity date under the Credit Agreement, to permit the Company to refinance its outstanding debt with the Bank prior to its stated maturity.  If the Company is unable to refinance the debt due to the Bank prior to its stated maturity or if the Company defaults under the terms of the Credit Agreements prior to its stated maturity and the Bank were to accelerate the maturity of such indebtedness, the Company does not have sufficient liquidity to pay off the indebtedness owed to the Bank, and the Bank would be entitled to exercise all of its rights and remedies as a secured lender under the Credit Agreement.

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Subordination Agreement:

The Company and the Bank executed a subordination agreement (the "Subordination Agreement"), effective September 25, 2009, with X-L Investments, a Texas general partnership ("X-L"), Five Star Investments, a Texas general partnership ("Five Star"), Thomas Pauken ("T. Pauken"), Ida Pauken ("I. Pauken"), William Solemene ("Solemene"), and Stanley F. Bedell ("Bedell" and collectively with X-L, Five Star, T. Pauken, I. Pauken and Solemene, the "Subordinated Lenders" and each a "Subordinated Lender"), each of which is a purchaser of Units in the Company's previously described private placement in August 2009.  The Subordination Agreement was required of the Company and the Subordinated Lenders as a condition of the Credit Agreement Amendment, which condition has been fulfilled.

Under the terms of the Subordination Agreement, any payment or distribution in respect of the Debentures is and shall be expressly junior and subordinated in right of payment to all amounts due and owing to the Bank from time to time, and the Subordinated Lenders may not receive or accept any payment with respect to the Debentures.  However, if no default exists under the Credit Agreement, the Company may pay, and the Subordinated Lenders may receive, regularly scheduled payments of interest in respect of the Debentures, in each case as set out in the Debentures on the date of the Agreement.  In addition, the Debentures shall be unsecured in all respects and the Company may not incur, grant, or permit to exist any liens on any of its assets to secure all or any portion of the Debentures.

Waiver of Exercise and Conversion Rights

On September 24, 2009, in connection with the Company's previously described private placement in August 2009 and in order to comply with certain of the Nasdaq Marketplace Rules, the Company entered into a Waiver of Exercise and Conversion Rights (the "Waiver") with Thomas Pauken, a director of the Company, and Ida Pauken, Mr. Pauken's wife.  Mr. and Mrs. Pauken (the "Unitholders") each purchased one Unit in the private placement.

Under the terms of the Waiver, the Unitholders agreed not to convert the Debentures acquired in the private placement or to exercise the warrants acquired in the private placement until such time as the Company obtains stockholder approval for the issuance of shares of the Company's common stock upon such conversion or exercise.  In addition, the Company agreed to submit the issuance of shares of the Company's common stock upon the conversion of the Debentures and the exercise of the warrants acquired by the Unitholders in the private placement for stockholder approval at the next meeting of stockholders of the Company.

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

See our discussion in Item 1.01 with respect to the Company's amended Credit Agreement with Bank of America, which is incorporated herein by reference.

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ITEM 9.01             FINANCIAL STATEMENTS AND EXHIBITS

(a)	Financial Statements of Businesses Acquired. Not applicable.
(b)	Pro Forma Financial Information. Not applicable.
(c)	Shell company transaction Not applicable
(d)	Exhibits. The following exhibit is furnished in accordance with the provisions of Item 601 of Regulation S-B:
	Exhibit Number	Description
	10.1	Ninth Amendment to Second Amended and Restated Loan Agreement
	10.2	Subordination Agreement
	10.3	Waiver of Exercise and Conversion Rights
	99.1	Press Release, dated September 28, 2009, announcing amendment to loan agreement
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:  September 28, 2009			/s/ BARBARA RUSSELL
			Barbara Russell Acting Chief Financial Officer

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EXHIBIT INDEX

Exhibit No.	Description
10.1	Eight Amendment to Second Amended and Restated Loan Agreement
10.2	Subordination Agreement
10.3	Waiver of Exercise and Conversion Rights
99.1	Press Release, dated September 28, 2009, announcing amendment to loan agreement

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EX-10

EXHIBIT 10.1

NINTH AMENDMENT TO SECOND AMENDED AND RESTATED LOAN AGREEMENT

THIS NINTH AMENDMENT TO SECOND AMENDED AND RESTATED LOAN AGREEMENT (this "Amendment") is dated September 25, 2009, and entered into between TOR Minerals International, Inc., a Delaware corporation ("Borrower"), and BANK OF AMERICA, N.A., a national banking association ("Lender").  Capitalized terms used but not defined in this Amendment have the meaning given them in the Loan Agreement (defined below).

RECITALS

A.        Borrower and Lender entered into that certain Second Amended and Restated Loan Agreement dated as of December 21, 2004 (as amended by First Amendment dated December 13, 2005, Second Amendment dated November 29, 2006, Third Amendment dated February 15, 2007, Fourth Amendment dated May 7, 2007, Fifth Amendment dated March 19, 2008, Waiver and Sixth Amendment dated August 14, 2008, Waiver and Seventh Amendment dated November 14, 2008, Eighth Amendment dated April 30, 2009, and as further amended, restated or supplemented the "Loan Agreement").

B.         On or about September 25, 2009, Borrower intends to issue an aggregate principal amount of $500,000 of its 6% Convertible Subordinated Debentures due 2016 as unsecured obligations (the "Additional Debentures") to X-L Investments, a Texas general partnership, Five Star Investments, a Texas general partnership, Thomas Pauken, Ida Pauken, William Solemene and Stanley F. Bedell.

C.         Borrower and Lender have agreed to amend the Loan Agreement, subject to the terms and conditions of this Amendment.

NOW THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are acknowledged, the undersigned hereby agree as follows:

1.                   Amendments to Loan Agreement.

(a)    Section 1.U of the Loan Agreement is amended to delete the definition of Revolving Committed Amount in its entirety and to replace it with the following:

"Revolving Committed Amount means $2,250,000."

(b)    The Loan Agreement is amended to extend the maturity date of Revolving Note to February 15, 2010, by deleting the first sentence of Section 2.A and replacing it with the following:

"Lender agrees to establish a revolving line of credit for Loans to be made to Borrower, which shall be evidenced by the promissory note maturing February 15, 2010 (or earlier if Lender's commitment to make Loans under the Revolving Note is otherwise cancelled or terminated in accordance with Section 7 of this Agreement or otherwise), which is substantially in the form attached as Exhibit A-1, to which reference is made for all purposes (the "Revolving Note").

2.             Mandatory Prepayment and Consent.  In accordance with Section 2 of the Eighth Amendment to the Loan Agreement dated April 30, 2009, all proceeds received by the Borrower from the issuance of the Additional Debentures shall be immediately remitted to Lender.  Borrower covenants and agrees that the Additional Debentures shall not be issued unless and until a Subordination Agreement is executed among Borrower, the holders of the Additional Debentures, and Lender, in form and substance satisfactory to Lender, in its sole discretion, and Lender approves of the terms and conditions of the definitive Additional Debentures and the related subordinated debt documents, in Lender's sole discretion.  Upon satisfaction of the conditions set forth in this Section 2 and of all conditions to the effectiveness of this Amendment, the Additional Debentures shall be deemed to constitute Permitted Subordinated Indebtedness under the terms of the Loan Agreement.

3.                   Conditions.  This Amendment shall be effective once each of the following have been delivered to Lender:

(i)                           this Amendment executed by Borrower and Lender;

(ii)                         Officer's Certificate from Borrower certifying as to incumbency of officers, specimen signatures, its certificate of incorporation and bylaws, and resolutions adopted by the Board of Directors authorizing this Amendment;

(iii)                        a replacement Revolving Note executed by Borrower in favor of Lender;

(iv)                       Subordination Agreement among, Lender, X-L Investments, Five Star Investments, Thomas Pauken, Ida Pauken, William Solemene and Stanley F. Bedell, in form and substance acceptable to Lender;

(v)                         payment by Borrower to Lender of a $1,500 amendment fee, which fee shall be full-earned and non-refundable when paid; and

(vi)                       such other documents as Lender may reasonably request.

4.                   Representations and Warranties.  Borrower represents and warrants to Lender that (a) it possesses all requisite power and authority to execute, deliver and comply with the terms of this Amendment, (b) this Amendment has been duly authorized and approved by all requisite corporate action on the part of Borrower, (c) no other consent of any person, governmental authority, or entity (other than Lender) is required for this Amendment to be effective, (d) the execution and delivery of this Amendment does not violate its organizational documents, (e) the representations and warranties in each Loan Document to which it is a party are true and correct in all material respects on and as of the date of this Amendment as though made on the date of this Amendment (except to the extent that such representations and warranties speak to a specific date or as modified by this Amendment), (f) it is in full compliance with all covenants and agreements contained in each Loan Document to which it is a party, and (g) no Event of Default has occurred and is continuing.  The representations and warranties made in this Amendment shall survive the execution and delivery of this Amendment.  No investigation by Lender is required for Lender to rely on the representations and warranties in this Amendment.

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5.                   Scope of Amendment; Reaffirmation; Release.  All references to the Loan Agreement shall refer to the Loan Agreement as amended by this Amendment.  Except as affected by this Amendment, the Loan Documents are unchanged and continue in full force and effect.  However, in the event of any inconsistency between the terms of the Loan Agreement (as amended by this Amendment) and any other Loan Document, the terms of the Loan Agreement shall control and such other document shall be deemed to be amended to conform to the terms of the Loan Agreement.  Borrower hereby reaffirms its obligations under the Loan Documents to which it is a party and agrees that all Loan Documents to which they are a party remain in full force and effect and continue to be legal, valid, and binding obligations enforceable in accordance with their terms (as the same are affected by this Amendment).  BORROWER HEREBY RELEASES LENDER FROM ANY LIABILITY FOR ACTIONS OR OMISSIONS IN CONNECTION WITH THE LOAN AGREEMENT AND THE OTHER LOAN DOCUMENTS PRIOR TO THE DATE OF THIS AMENDMENT AND BORROWER WAIVES AND RELEASES ANY AND ALL OF ITS RIGHTS, REMEDIES, CLAIMS, DEMANDS AND CAUSES OF ACTION BASED UPON OR RELATED TO, IN WHOLE OR IN PART, FROM THE NEGLIGENCE, BREACH OF CONTRACT OR OTHER FAULT, OR STRICT LIABILITY WITHOUT REGARD TO FAULT, TO THE MAXIMUM EXTENT THAT SUCH RIGHTS, REMEDIES, CLAIMS, DEMANDS AND CAUSES OF ACTION MAY LAWFULLY BE RELEASED AND WAIVED AND TO THE EXTENT ARISING PRIOR TO THE DATE OF THIS AMENDMENT.  BORROWER ACKNOWLEDGES THAT LENDER HAS FULFILLED ALL OF ITS CONTRACTUAL OBLIGATIONS UNDER THE LOAN DOCUMENTS ARISING PRIOR TO THE DATE HEREOF.  IN FURTHERANCE THEREOF, BORROWER REPRESENTS THAT BORROWER HAS HAD THE OPPORTUNITY TO ENGAGE LEGAL COUNSEL IN CONNECTION WITH THE NEGOTIATION, EXECUTION AND DELIVERY OF THIS AMENDMENT AND BORROWER DOES NOT CONSIDER ITSELF TO BE IN A SIGNIFICANTLY DISPARATE BARGAINING POSITION WITH RESPECT TO THE LOAN DOCUMENTS AND BORROWER VOLUNTARILY CONSENTS TO THIS WAIVER.

6.                   Miscellaneous.

(a)                No Waiver of Defaults.  This Amendment does not constitute (i) a waiver of, or a consent to, (A) any provision of the Loan Agreement or any other Loan Document not expressly referred to in this Amendment, or (B) any present or future violation of, or default under, any provision of the Loan Documents, or (ii) a waiver of Lender's right to insist upon future compliance with each term, covenant, condition and provision of the Loan Documents.

(b)                Form.  Each agreement, document, instrument or other writing to be furnished to Lender under any provision of this Amendment must be in form and substance satisfactory to Lender and its counsel.

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(c)                Headings.  The headings and captions used in this Amendment are for convenience only and will not be deemed to limit, amplify or modify the terms of this Amendment, the Loan Agreement or the other Loan Documents.

(d)                Costs, Expenses and Attorneys' Fees.  Borrower agrees to pay or reimburse Lender on demand for all its reasonable out-of-pocket costs and expenses incurred in connection with the preparation, negotiation and execution of this Amendment, including, without limitation, the reasonable fees and disbursements of Lender's counsel.

(e)                Successors and Assigns.  This Amendment shall be binding upon and inure to the benefit of each of the undersigned and their respective successors and permitted assigns.

(f)                 Multiple Counterparts.  This Amendment may be executed in any number of counterparts with the same effect as if all signatories had signed the same document.  All counterparts must be construed together to constitute one and the same instrument.  This Amendment may be transmitted and signed by facsimile or by portable document format (PDF).  The effectiveness of any such documents and signatures shall, subject to applicable law, have the same force and effect as manually-signed originals and shall be binding on Borrower and Lender.  Lender may also require that any such documents and signatures be confirmed by a manually-signed original; provided that the failure to request or deliver the same shall not limit the effectiveness of any facsimile or PDF document or signature.

(g)                Governing Law.  This Amendment and the other Loan Documents must be construed, and their performance enforced, under Texas law.

(h)                Arbitration.  Upon the demand of any party to this Amendment, any dispute shall be resolved by binding arbitration as provided for in Section 11 of the Loan Agreement.

(i)                 Entirety.  The Loan Documents (as amended hereby) Represent the Final Agreement Between Borrower and Lender and May Not Be Contradicted by Evidence of Prior, Contemporaneous, or Subsequent Oral Agreements by the Parties.  There Are No Unwritten Oral Agreements among the Parties.

[Signatures are on the following page.]                                 4

The Amendment is executed as of the date set out in the preamble to this Amendment.

LENDER: BANK OF AMERICA, N.A.		BORROWER: TOR MINERALS INTERNATIONAL, INC.
By:	/s/ PETER VITALE	By:	/s/ BARBARA RUSSELL
	Peter Vitale Senior Vice President		Barbara Russell Acting Chief Financial Officer

[Signature Page to Ninth Amendment to Second Amended and Restated Loan Agreement]

EX-10

EXHIBIT 10.2

SUBORDINATION AGREEMENT

THIS SUBORDINATION AGREEMENT (this "Agreement") is executed effective as of September 16, 2009, by and among X-L Investments, a Texas general partnership ("X-L"), Five Star Investments, a Texas general partnership ("Five Star"), Thomas Pauken ("T. Pauken"), Ida Pauken ("I. Pauken"), William Solemene ("Solemene"), and Stanley F. Bedell ("Bedell" and collectively with X-L, Five Star, T. Pauken, I. Pauken and Solemene, the "Subordinated Lenders" and each a "Subordinated Lender"), and Bank of America, N.A., a national banking association (together with its successors and assigns, "Senior Lender").

RECITALS:

A.        TOR Minerals International, Inc., a Delaware corporation ("Borrower"), is party to that certain Second Amended and Restated Loan Agreement dated as December 21, 2004 (as amended, restated, or supplemented from time to time, the "Credit Agreement"), between, Borrower, as borrower, and Senior Lender, as lender.

B.         The obligations of Borrower to Senior Lender are secured by certain assignments of, liens on, and security interests in all of the assets and properties of Borrower to and in favor of the Senior Lender, all as more fully set forth in the Credit Agreement and related loan documents.

C.         It has been proposed that, on or about the date hereof, Borrower issue up to an aggregate principal amount of $500,000 of its 6% Convertible Subordinated Debentures due May 4, 2016 (the "Additional Debentures") to the Subordinated Lenders.

D.        Senior Lender has required that Borrower and the Subordinated Lenders enter into this Agreement in order to, among other things, establish the subordination of the obligations of and under the Additional Debentures to the debt owed to Senior Lender.

AGREEMENTS:

In consideration of the mutual covenants and promises of this Agreement, and for other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, Subordinated Lenders and Senior Lender agree as follows:

1.                   Definitions.  Unless otherwise defined in this Agreement or unless the context requires otherwise, each capitalized term used in this Agreement has the meaning given such term in the Credit Agreement.  As used in this Agreement:

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Debt means (without duplication), for any Person, (a) all obligations required by GAAP to be classified upon such Person's balance sheet as liabilities, (b) liabilities to the extent secured (or for which and to the extent the holder of the Debt has an existing right, contingent or otherwise, to be so secured) by any Lien existing on property owned or acquired by that Person, (c) capital leases and other obligations that have been (or under GAAP should be) capitalized for financial reporting purposes, (d) all guaranties, endorsements, letters of credit, and other contingent liabilities with respect to Debt or obligations of others, and (e) the net obligation of such Person under any interest rate swap or other derivative contract.  For purposes hereof, the Debt of any Person shall include the Debt of any partnership or joint venture (other than a joint venture that is itself a corporation or limited liability company) in which such Person is a general partner or a joint venturer, unless such Debt is expressly made non-recourse to such Person.

Debtor Relief Laws means Title 11 of the United States Code and all other applicable liquidation, conservatorship, bankruptcy, fraudulent transfer, assignment for the benefit of creditors, moratorium, rearrangement, receivership, insolvency, reorganization, suspension of payments, or similar debtor relief Laws of the United States or other applicable jurisdictions from time to time in effect and affecting the rights of creditors generally.

Default means an "Event of Default" under, and as defined in, the Credit Agreement.

GAAP means generally accepted accounting principles of the Accounting Principles Board of the American Institute of Certified Public Accountants and the Financial Accounting Standards Board that are applicable from time to time.

Governmental Authority means any nation or government, any state or other political subdivision thereof, any agency, authority, instrumentality, regulatory body, court, administrative tribunal, central bank or other entity exercising executive, legislative, judicial, taxing, regulatory or administrative powers or functions of, or pertaining to, government.

            Lien means any lien (statutory or other), mortgage, security interest, financing statement, collateral assignment, pledge, assignment, charge, hypothecation, deposit arrangement, or preference, priority or other security interest or preferential arrangement of any kind or nature whatsoever (including any conditional sale or other title retention agreement, and any financing lease having substantially the same economic effect as any of the foregoing), or encumbrance of any kind, and any other right of or arrangement with any creditor (whether based on common law, constitutional provision, statute or contract) to have its claim satisfied out of any property or assets, or their proceeds, before the claims of the general creditors of the owner of the property or assets.

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Notes means (a) that certain Replacement Promissory Note (Term) dated April 30, 2009, executed by Borrower in favor of Lender in the original principal amount of $308,333, (b) that certain Replacement Promissory Note (Revolving) dated September 16, 2009, executed by Borrower in favor of Lender in the original principal amount of $2,250,000, and (c) that certain Replacement Promissory Note (Real Estate Term Loan) dated April 30, 2009, executed by Borrower in favor of Lender in the original principal amount of $539,000, in each case as amended, modified, renewed, extended, supplemented or replaced from time to time.

Person means any individual, partnership, limited partnership, corporation, limited liability company, business trust, joint stock company, trust, unincorporated association, joint venture, syndicate, Governmental Authority or other entity or organization of whatever nature.

            Senior Debt means all present and future Debt, liabilities and obligations (including all loans and the obligations under any swap contract), whether direct or indirect (including those acquired by assumption), absolute or contingent, due or to become due, and all renewals, increases and extensions thereof, or any part thereof, now or in the future owed to Lender by Borrower under the Credit Agreement, Notes, letter of credit, security agreement, mortgage, or any Loan Document, together with all interest accruing thereon, reasonable fees, costs and expenses payable under the Loan Documents or in connection with the enforcement of rights under the Loan Documents, including (a) fees and expenses under Sections 9 and 10 of the Credit Agreement, and (b) interest and fees that accrue after the commencement by or against Borrower of any proceeding under any Debtor Relief Law naming such Person as the debtor in such proceeding, regardless of whether such interest and fees are allowed claims in such proceeding.

Subordinated Debt means any amounts due from Borrower to Subordinated Lenders under the terms of the Additional Debentures, and all other Debt of the Borrower to any Subordinated Lender, whether direct, indirect, fixed, contingent, liquidated, unliquidated, joint, several, or joint and several, now or hereafter existing, due or to become due whether evidenced in writing or not, together with all costs, expenses, and attorneys' fees incurred in the enforcement or collection thereof, and including, without limitation, interest thereon after the commencement of any proceedings under any Debtor Relief Laws.

2.                   Subordination.

(a)        Until the Senior Debt is paid in full and the Credit Agreement has been irrevocably terminated, (i) any payment or distribution in respect of the Subordinated Debt is and shall be expressly junior and subordinated in right of payment to all amounts due and owing upon all Senior Debt outstanding from time to time, and (ii) Subordinated Lender may not receive or accept any payment with respect to the Subordinated Debt.  Notwithstanding the foregoing to the contrary, while no Default exists, Borrower may pay, and Subordinated Lender may receive, regularly scheduled payments of interest in respect of the Additional Debentures, in each case as set out in the Additional Debentures on the date of this Agreement.

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(b)        The Subordinated Debt shall be unsecured in all respects and Borrower may not incur, grant, or permit to exist any Liens on any of Borrower's assets to secure all or any portion of the Subordinated Debt.

3.                   Payment on Subordinated Debt.  If any Subordinated Lender receives any payment or distribution in respect of the Subordinated Debt, or any part thereof, in violation of Section 2 above, such Subordinated Lender shall hold any amount so received in trust for Senior Lender and will promptly turn over such payment to Senior Lender, in the form received (with any necessary endorsements), to be applied to the Senior Debt.

4.                   Proceedings Against Borrower.  Until the Senior Debt is paid in full and the Credit Agreement has irrevocably terminated, Subordinated Lender may not exercise any remedies, or commence any action or proceeding (or join with any other creditor in commencing any action or proceeding, including an action or proceeding under any Debtor Relief Law) to recover all or any part of the Subordinated Debt from Borrower or from any guarantor of the Subordinated Debt if that guarantor is also a guarantor of the Senior Debt.

5.                   Waiver and Subrogation.  Each Subordinated Lender hereby waives and agrees not to assert against Senior Lender any rights which a guarantor or surety of Debt of Borrower could assert.  Notwithstanding the immediately preceding sentence, nothing in this Agreement shall cause the Subordinated Lenders to be deemed or treated as a guarantor or surety.  Subordinated Lenders shall be subrogated, to the extent of any amounts required to be paid over to Senior Lender pursuant to the terms of this Agreement, to all rights of Senior Lender to receive any payments or distributions applicable to the Senior Debt; provided that no Subordinated Lender may enforce such rights until all of the Senior Debt has been paid in full and the Credit Agreement has been irrevocably terminated.

6.                   Debtor Relief Laws.  In the event of any proceedings under any Debtor Relief Laws involving Borrower (other than in the capacity of a creditor), Subordinated Lenders may, and at Senior Lender's request shall, file any claims, proofs of claim, or other instruments of similar character necessary to (a) have its claim allowed, or (b) enforce the obligation of the Borrower with respect to the Subordinated Debt.  If any Subordinated Lender does not file such claim, proof of claim or other instrument of similar character within 20 days prior to the bar date or other deadline for filing such claim, proof of claim, or instrument, Senior Lender may, as attorney-in-fact for such Subordinated Lender, with full power of substitution, and each Subordinated Lender hereby appoints Senior Lender attorney-in-fact for such Subordinated Lender, to file any such claim, proof of claim, or other instrument of similar character on behalf of such Subordinated Lender.  All Senior Debt shall be paid in full and the Credit Agreement shall have been irrevocably terminated before any payment or distribution shall be made on account of any Subordinated Debt and each Subordinated Lender will hold in trust for Senior Lender and pay over to Senior Lender, in the form received (with any necessary endorsements), to be applied to the Senior Debt, any and all moneys, dividends, or other assets received in any such proceedings on account of the Subordinated Debt.

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7.                   Acceleration.  If any Senior Debt becomes due and payable by acceleration or upon its final maturity, no payment or distribution shall thereafter be made on account of the Subordinated Debt until all Senior Debt has been paid in full and the Credit Agreement has been irrevocably terminated.

8.                   No Impairment.  Senior Lender may, at any time and from time to time, without the consent of or notice to Subordinated Lenders, without incurring responsibility to Subordinated Lenders, and without impairing or releasing any of Senior Lender's rights, or any of the obligations of Subordinated Lenders under this Agreement:

(a)        change the amount, manner, place, or terms of payment, or change or extend the time of payment or renew or alter all or any part of the Senior Debt or amend, modify, supplement, or restate, any of the Loan Documents (such term is used herein as defined in the Credit Agreement) in any manner whatsoever;

(b)        sell, exchange, release, or otherwise deal with all or any part of any property pledged or mortgaged to secure all or any part of the Senior Debt;

(c)        release anyone liable in any manner for the payment or collection of all or any part of the Senior Debt;

(d)        exercise or refrain from exercising any rights against Borrower, any guarantors of the Senior Debt, and others; and

(e)        apply any amount, by whomsoever paid or however realized, to the Senior Debt.

9.                   No Conflicts.  Subordinated Lenders, jointly and severally, represent and warrant that the execution and delivery of this Agreement and the fulfillment of or compliance with the terms and provisions of this Agreement will not conflict with, or result in a default under, any agreement or instrument to which any Subordinated Lender, or any of its assets, is now subject.

10.               Attorneys' Fees.  If Senior Lender employs an attorney or attorneys to enforce, defend or modify its rights under this Agreement, Senior Lender is entitled to recover from the Subordinated Lenders its court costs, reasonable attorneys' fees, costs of collection, and other expenses incurred in connection with such enforcement.

11.               Acceptance Waiver.  Notice of acceptance of this Agreement is hereby waived.

12.               Amendment.  The terms and provisions of the Additional Debentures or any of the Subordinated Debt may not be amended, extended, renewed, supplemented, waived, increased, or replaced without the prior written consent of the Senior Lender.

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13.               Counterparts.  This Agreement may be executed in any number of counterparts with the same effect as if all signatories had signed the same document.  All counterparts must be construed together to constitute one and the same instrument.  This Agreement may be transmitted and signed by facsimile or portable document format (PDF) and shall have the same effect as manually-signed originals and shall be binding on all parties.  In making proof of this Agreement, it shall not be necessary to produce or account for more than one such counterpart.

14.               Binding Effect.  This Agreement is binding upon Senior Lender and Subordinated Lenders and their respective successors and assigns.

15.               Assignment.  Until all the Senior Debt is paid in full and the Credit Agreement has been irrevocably terminated, each Subordinated Lender covenants and agrees that it will not sell, assign, or otherwise transfer or further encumber the Subordinated Debt, any part thereof, or any interest therein, without first procuring and delivering to Senior Lender the written consent and agreement of the purchaser, pledgee, assignee, or transferee of the Subordinated Debt, any part thereof, or any interest therein, to comply with all terms, conditions and provisions of this Agreement.  Senior Lender's rights under this Agreement may be assigned in whole or in part in connection with any partial or complete assignment or transfer of the Senior Debt.

16.               Arbitration; Waiver of Jury Trial. 

(a)                This Section 16 concerns the resolution of any controversies or claims between the parties, whether arising in contract, tort or by statute, including but not limited to controversies or claims that arise out of or relate to (i) this Agreement, or (ii) any Loan Document, (collectively a "Claim").  For the purposes of this arbitration provision only, the term "parties" shall include any parent corporation, subsidiary or Affiliate of Senior Lender involved in the servicing, management or administration of any obligation described or evidenced by this Agreement.

(b)               At the request of any party to this Agreement, any Claim shall be resolved by binding arbitration in accordance with the Federal Arbitration Act (Title 9, U.S. Code) (the "Act").  The Act will apply even though this Agreement provides that it is governed by the law of a specified state.

(c)                Arbitration proceedings will be determined in accordance with the Act, the Commercial Rules and Supplementary Procedures for Large, Complex Disputes of the American Arbitration Association ("AAA") as in force at the commencement of such arbitration, and the terms of this Section 16.  In the event of any inconsistency, the terms of this Section 16 shall control.

                                                                                                       6

(d)               The arbitration shall be administered by AAA by a single arbitrator tribunal appointed by the AAA in accordance with its rules and conducted, unless otherwise required by law, in any U.S. state where real or tangible personal property collateral for this credit is located or if there is no such collateral, in the state specified in the governing law section of this Agreement.  All arbitration hearings shall commence within ninety (90) days of the demand for arbitration and close within ninety (90) days of commencement and the award of the arbitrator(s) shall be issued within thirty (30) days of the close of the hearing.  However, the arbitrator(s), upon a showing of good cause, may extend the commencement of the hearing for up to an additional sixty (60) days.  The arbitrator(s) shall provide a concise written statement of reasons for the award.  The arbitration award may be submitted to any court having jurisdiction to be confirmed and enforced.  This Agreement, the other Loan Documents and any award rendered pursuant to this Section 16 shall be governed by the United Nations Convention on the Recognition and Enforcement of Foreign Arbitral Awards.

(e)                The arbitrator(s) will have the authority to decide whether any Claim is barred by the statute of limitations and, if so, to dismiss the arbitration on that basis.  For purposes of the application of the statute of limitations, the service on AAA under applicable AAA rules of a notice of Claim is the equivalent of the filing of a lawsuit.  Any dispute concerning this arbitration provision or whether a Claim is arbitrable shall be determined by the arbitrator(s).  The arbitrator(s) shall have the power to award legal fees pursuant to the terms of this Agreement.

(f)                 This Section 16 does not limit the right of any party to: (i) exercise self-help remedies, such as but not limited to, setoff; (ii) initiate judicial or non-judicial foreclosure against any real or personal property collateral; (iii) exercise any judicial or power of sale rights, or (iv) act in a court of law to obtain an interim remedy, such as but not limited to, injunctive relief, writ of possession or appointment of a receiver, or additional or supplementary remedies.  The filing of a court action is not intended to constitute a waiver of the right of any party, including the suing party, thereafter to require submittal of the Claim to arbitration.

(g)              By agreeing to binding arbitration, the parties irrevocably and voluntarily waive any right they may have to a trial by jury in respect of any Claim.  Furthermore, without intending in any way to limit this agreement to arbitrate, to the extent any Claim is not arbitrated, the parties irrevocably and voluntarily waive any right they may have to a trial by jury in respect of such Claim.  This provision is a material inducement for the parties entering into this Agreement.

17.               Choice of Law.  THIS AGREEMENT MUST BE CONSTRUED, AND ITS PERFORMANCE ENFORCED, UNDER TEXAS LAW.

[Signatures are on the following pages.]

                                                                                                       7

EXECUTED as of the date set out above.

SUBORDINATED LENDERS:
X-L Investments a Texas general partnership
By:	/s/ MARK GRABER
Mark Graber General Partner
Five Star Investments a Texas general partnership
By:	/s/ MARK GRABER
Mark Graber General Partner
By:	/s/ THOMAS PAUKEN
Thomas Pauken
By:	/s/ IDA PAUKEN
Ida Pauken
By:	/s/ WILLIAM SOLEMENE
William Solemene
By:	/s/ STANLEY F. BEDELL
Stanley F. Bedell
SENIOR LENDER: BANK OF AMERICA, N.A., a national banking association
By:	/s/ PETER VITALE
Peter Vitale Senior Vice President

Signature Page to Subordination Agreement

(TOR Minerals International, Inc.)

The undersigned Borrower consents and agrees to this Agreement and its terms in all respects.

BORROWER::
TOR MINERALS INTERNATIONAL, INC. a Delaware corporation
By:	/s/ BARBARA RUSSELL
Barbara Russell Acting Chief Financial Officer

Signature Page to Subordination Agreement

(TOR Minerals International, Inc.)

EX-10

EXHIBIT 10.3

WAIVER OF EXERCISE AND CONVERSION RIGHTS

            THIS WAIVER OF EXERCISE AND CONVERSION RIGHTS (this "Agreement") is entered into as of this 24^th day of September, 2009 by and among TOR Minerals International, Inc. (the "Company"), Thomas Pauken and Ida Pauken (each, a "Unitholder").

RECITALS

            WHEREAS, effective August 21, 2009, the Company accepted subscription agreements pursuant to which it sold Units (the "Units") to certain of its related parties and non-related parties (the "August 2009 Offering") consisting of an aggregate principal amount of $25,000 of its six-percent (6%) Convertible Subordinated Debentures due May 4, 2016 (the "Debentures"), and the Debentures comprising a Unit are convertible into 47,170 shares of the Company's common stock, par value $0.25 per share (the "Common Stock").

            WHEREAS, the Company also issued to each subscriber of a Unit in the August 2009 Offering warrants (the "Warrants") to purchase 47,170 shares of Common Stock.

            WHEREAS, each Unitholder purchased one (1) Unit in the August 2009 Offering.

            WHEREAS, in order to comply with certain of the NASDAQ Stock Market Marketplace Rules, the Unitholders now desire to provide for the waiver of their conversion and exercise rights under the terms and conditions set forth herein.

AGREEMENT

            NOW THEREFORE, in consideration of the foregoing and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto, each intending to be legally bound, agree as follows:

            1.         The Unitholders hereby agree not to convert the Debentures acquired in the August 2009 Offering or to exercise the Warrants acquired in the August 2009 Offering until such time as the Company obtains stockholder approval for the issuance of shares of Common Stock upon such conversion or exercise.

            2.         The Company hereby agrees to submit the issuance of shares of Common Stock upon the conversion of the Debentures and the exercise of the Warrants acquired by the Unitholders in the August 2009 Offering for stockholder approval at the next meeting of stockholders of the Company.

EXHIBIT 10.3

            3.         This Agreement shall be governed by and construed in accordance with the laws of the State of Texas, as applied to contracts made and performed within the State of Texas without regard to principles of conflicts of law.

            4.         This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which shall constitute one and the same instrument.

            IN WITNESS WHEREOF, the Company has caused this Agreement to be duly executed and issued on its behalf as of the date first written above.

TOR MINERALS INTERNATIONAL, INC.
	By:	/s/ BARBARA RUSSELL
	Name:	Barbara Russell
	Title:	Acting CFO
		/s/  THOMAS PAUKEN
		Thomas Pauken
		/s/  IDA PAUKEN
		Ida Pauken

EX-99

 EXHIBIT 99.1

TOR Minerals Amends U.S. Credit Agreement

CORPUS CHRISTI, Texas, September 28, 2009-- TOR Minerals International, Inc. (Nasdaq: TORM) announced that it has amended its current U.S. credit agreement with Bank of America.  Under the terms of the amended agreement, certain terms were modified and the maturity date for the U.S. credit facility was extended from October 1, 2009 to February 15, 2010.   The Company is working to establish a new U.S. corporate lending relationship to finance U.S. operations prior to the revised maturity date under the new credit agreement.

In addition to extending the maturity date, the amended agreement reduces the amount of available borrowing under the U.S. line of credit from $2,500,000 to $2,225,000, and increases the interest rate from Prime plus 2.5 percent to Prime plus 3 percent.  As of September 28, the company had $1,850,000 drawn on the line of credit and a $266,667 term loan outstanding.

Additional details regarding the amended credit agreement can be found in an 8K filed with the Securities and Exchange Commission earlier today.

Headquartered in Corpus Christi, Texas, TOR Minerals is a global manufacturer and marketer of specialty mineral and pigment products for high performance applications, including synthetic titanium dioxide, color pigments, specialty aluminas, and other high performance mineral fillers.  TOR Minerals has manufacturing and regional offices located in the United States, Netherlands and Malaysia.

This statement provides forward-looking information as that term is defined in the Private Securities Litigation Reform Act of 1995, and, therefore, is subject to certain risks and uncertainties. There can be no assurance that the actual results, business conditions, business developments, losses and contingencies and local and foreign factors will not differ materially from those suggested in the forward-looking statements as a result of various factors, including market conditions, general economic conditions, including the present slow down in U.S. construction and the risks of a general business slow down or recession, the increasing cost of energy, raw materials and labor, competition, the receptivity of the markets for our anticipated new products, advances in technology, changes in foreign currency rates, freight price increase, commodity price increases, delays in delivery of required equipment, the possibility that the Company's common stock may be delisted by Nasdaq and other factors.

Contact for Further Information:
David Mossberg
Three Point Advisors, LLC
(817) 310-0051