Hydrochem International Inc Sample Contracts

Hydrochem International Inc – AND PROPRIETARY INFORMATION AGREEMENT (August 9th, 2002)

SUPPLEMENTAL CONFIDENTIALITY AND PROPRIETARY INFORMATION AGREEMENT WITH PROVISION FOR SEVERANCE BENEFIT This Supplemental Confidentiality and Proprietary Information Agreement is entered into between HydroChem Industrial Services, Inc., a Delaware corporation, and its parent, subsidiaries, and related companies ("HydroChem") and Greg Rice ("you") as of the 1st day of November, 2001. In view of and in consideration of (i) your promotion to the position of Vice President of Sales, Alliance and Marketing of HydroChem and in connection with activities related thereto or in support thereof, (ii) your future access to certain proprietary, confidential or trade secret information of HydroChem through this new position, (iii) HydroChem's payment of salary and other compensation to you, and (iv) HydroChem's obligations in this Agreement to provide you with a severance bene

Hydrochem International Inc – FIFTH AMENDMENT TO EMPLOYMENT AGREEMENT (May 3rd, 2002)

Exhibit B FIFTH AMENDMENT TO EMPLOYMENT AGREEMENT THIS FIFTH AMENDMENT TO EMPLOYMENT AGREEMENT is entered into as of the 18th day of April, 2002 by and between HydroChem Holding, Inc., a Delaware corporation (the "Employer"), and B. Tom Carter, Jr., an individual (the "Employee"). RECITALS A. Employer and Employee entered into a certain Employment Agreement as of December 15, 1993, which as amended by First, Second, Third and Fourth Amendments thereto dated as of January 10, 1995, March 20, 1995, December 9, 1996, and April 9, 1998, respectively, provided the terms of employment of Employee by Employer (the "Agreement"). B. Employer and Employee desire to further amend the Agreement as hereinafter provided. AGREEMENT NOW THEREFORE, in consideration of the premises and other good and valuable consideration, the receipt and sufficiency of

Hydrochem International Inc – EXECUTIVE BONUS PLAN (May 3rd, 2002)

Exhibit A EXECUTIVE BONUS PLAN 1. Introduction This Executive Bonus Plan (the "Plan") dated as of April 18, 2002 has been established for B. Tom Carter, Jr. (the "Executive") in his capacity as Chairman of the Board of Directors and Chief Executive Officer of HydroChem Holding, Inc. ("Holding") and HydroChem Industrial Services, Inc. (the "Company"). The Plan is effective for fiscal year 2002. 2. Definitions In addition to the defined terms set forth elsewhere in this Plan, the following terms when used in this Plan shall have the meaning set forth below: a. "Actual EBIT" shall mean earnings before interest and taxes of the Company for fiscal year 2002 without regard to any acquisition(s) which may occur during such year. b. "Budgeted EBIT" shall mean the budgeted EBIT of the Company for fiscal year 2002. c. "Interest Factor Target" shall mean

Hydrochem International Inc – AND PROPRIETARY INFORMATION AGREEMENT (March 29th, 2002)

SUPPLEMENTAL CONFIDENTIALITY AND PROPRIETARY INFORMATION AGREEMENT WITH PROVISION FOR SEVERANCE BENEFIT This Supplemental Confidentiality and Proprietary Information Agreement is entered into between HydroChem Industrial Services, Inc., a Delaware corporation, and its parent, subsidiaries, and related companies ("HydroChem") and Dwane Ruiz ("you") as of the 1st day of April, 2000. In consideration of (i) your employment by HydroChem in connection with Project Whirl or activities related thereto or in support thereof, (ii) your future access to certain proprietary, confidential or trade secret information of HydroChem through Project Whirl, (iii) HydroChem's payment of salary and other compensation to you, and (iv) HydroChem's obligations in this Agreement to provide you with a severance benefit if your employment is terminated by HydroChem without cause, HydroChem and

Hydrochem International Inc – FIRST AMENDMENT TO FINANCING AGREEMENT (March 29th, 2002)

FIRST AMENDMENT TO FINANCING AGREEMENT THIS FIRST AMENDMENT TO FINANCING AGREEMENT (this "Amendment"), dated as of November 30, 2001, among HydroChem Industrial Services, Inc. ("Borrower"), HydroChem Holding, Inc. ("Holding"), HydroChem International, Inc. ("International"), HydroChem Industrial Cleaning, Inc. ("Cleaning"; Holding, International, and Cleaning are collectively referred to herein as "Guarantors" and each individually as a "Guarantor"), the several Lenders (as such term is defined in the hereinafter described Financing Agreement) parties to this Amendment, and The CIT Group/Business Credit, Inc. as Agent for the Lenders (in such capacity, the "Agent"). R E C I T A L S: A. Borrower, Guarantors, the Agent, and the several Lenders parties thereto entered into that certain Financing Agreement dated as of October 25, 2001 (as the same may be amended, modified, restated, su

Hydrochem International Inc – SECURED PROMISSORY NOTE (March 29th, 2002)

SECURED PROMISSORY NOTE $434,361.95 Deer Park, Texas March 15, 2002 FOR VALUE RECEIVED, B. Tom Carter, Jr. ("Maker") hereby promises to pay to the order of HydroChem Holding, Inc., a Delaware corporation ("Payee"), the principal amount of Four Hundred Thirty Four Thousand Three Hundred Sixty One and 95/100 Dollars ($434,361.95) plus interest thereon at the rate of Four and 52/100 percent (4.52%) per year compounded annually, and payable as provided herein in lawful money of the United States of America, at Deer Park, Texas, or at such other place as Payee of this Note may from time to time designate by written notice to Maker. The principal amount of this Note and all accrued interest thereon shall be due and payable on March 14, 2008. This Note shall also become due and payable prior thereto to the extent that Maker realizes any cash proceeds from the sale or other disposi

Hydrochem International Inc – PLEDGE AGREEMENT (March 29th, 2002)

PLEDGE AGREEMENT This Pledge Agreement (the "Agreement") is entered into as of the 15th day of March, 2002 between HydroChem Holding, Inc. ("Lender") and B. Tom Carter, Jr. ("Pledgor"). WHEREAS, Pledgor is indebted to Lender in the aggregate amount of Four Hundred Thirty Four Thousand Three Hundred Sixty One and 95/100 Dollars ($434,361.95) for principal and accrued interest through the date hereof pursuant to a certain Secured Promissory Note dated as of February 9, 2001 from Pledgor to Lender (the "Old Note"); and WHEREAS, under a Pledge Agreement dated as of February 9, 2001 (the "Old Pledge Agreement") between Pledgor and Lender, the Old Note was secured by the pledge of Three Hundred Sixty Thousand One Hundred Four (360,104) shares of the Lender's Class A Common Stock which shares were purchased at various times pursuant to stock option exercises by Pledgor; and WHEREAS, Pledgor

Hydrochem International Inc – SECOND AMENDMENT TO FINANCING AGREEMENT (March 29th, 2002)

SECOND AMENDMENT TO FINANCING AGREEMENT THIS SECOND AMENDMENT TO FINANCING AGREEMENT (this "Amendment"), dated as of January 31, 2002, among HydroChem Industrial Services, Inc. ("Borrower"), HydroChem Holding, Inc. ("Holding"), HydroChem International, Inc. ("International"), HydroChem Industrial Cleaning, Inc. ("Cleaning"; Holding, International, and Cleaning are collectively referred to herein as "Guarantors" and each individually as a "Guarantor"; Borrower and Guarantors are collectively referred to herein as the "Restricted Persons" and each individually as a "Restricted Person"), the several Lenders (as such term is defined in the hereinafter described Financing Agreement) parties to this Amendment, and The CIT Group/Business Credit, Inc. as Agent for the Lenders (in such capacity, the "Agent"). R E C I T A L S: A. Borrower, Guarantors, the Agent, and the several Lenders pa

Hydrochem International Inc – FINANCING AGREEMENT (November 8th, 2001)

FINANCING AGREEMENT The CIT Group/Business Credit, Inc. (as Agent and Lender) And HydroChem Industrial Services, Inc. (as Borrower) And HydroChem Holding, Inc., HydroChem International, Inc., and HydroChem Industrial Cleaning, Inc. (as Guarantors) October 25, 2001 TABLE OF CONTENTS Page SECTION 1 Definitions...............................................................1 SECTION 2 Conditions Precedent.............................................

Hydrochem International Inc – THIRD AMENDMENT TO CREDIT AGREEMENT (August 3rd, 2001)

THIRD AMENDMENT TO CREDIT AGREEMENT THIRD AMENDMENT, dated as of June 30, 2001 (this "Amendment"), among HYDROCHEM HOLDING, INC., a Delaware corporation ("Holding"), HYDROCHEM INDUSTRIAL SERVICES, INC., a Delaware corporation (the "Borrower"), the financial institutions party to the Credit Agreement referred to below (the "Lenders"), and BANK OF AMERICA, N.A., as Administrative Agent. All capitalized terms used herein and not otherwise defined herein shall have the respective meanings provided such terms in the Credit Agreement referred to below. W I T N E S S E T H : WHEREAS, Holding, the Borrower, the Lenders and the Administrative Agent are parties to a Credit Agreement, dated as of November 19, 1999 (as in effect on the date hereof, the "Credit Agreement"); and WHEREAS, the parties hereto wish to amend and modify the Credit Ag

Hydrochem International Inc – SECOND AMENDMENT TO DEFERRED BONUS PLAN (May 11th, 2001)

SECOND AMENDMENT TO DEFERRED BONUS PLAN OF HYDROCHEM INDUSTRIAL SERVICES, INC. This Second Amendment to the Deferred Bonus plan of HydroChem Industrial Services, Inc. (the "Plan") is effective as of May 1, 2001. As of such date, Section 2.4 and 2.4 of the Plan are amended in their entirety to read as follows: 2.1 Term. This Plan shall become effective as of January 1, 1999 and shall continue to be in effect until such time as terminated by the Board of Directors which it may do at any time acting in its sole and absolute discretion. Notwithstanding anything herein to the contrary, after the expiration or termination of the Plan, all obligations with respect to any then existing Participation Agreement shall continue in full force and effect. 2.4 Initial Participa

Hydrochem International Inc – PLEDGE AGREEMENT (March 21st, 2001)

PLEDGE AGREEMENT This Pledge Agreement (the "Agreement") is entered into as of the 9th day of February 2001 between HydroChem Holding, Inc. ("Lender") and B. Tom Carter, Jr. ("Pledgor"). WHEREAS, Pledgor is indebted to Lender in the aggregate amount of Three Hundred Ninety Six Thousand Five Hundred Twenty Seven and 45/100 Dollars ($396,527.45) for principal and accrued interest through the date hereof pursuant to two certain Secured Promissory Notes dated as of April 30, 1999 and May 15, 2000, respectively, from Pledgor to Lender (the "Old Notes"); and WHEREAS, under two Pledge Agreements dated as of April 30, 1999 and May 15, 2000, (the "Old Pledge Agreements") between Pledgor and Lender, the Old Notes are secured by the pledge of Three Hundred Forty Five Thousand Two Hundred Twenty Nine (345,229) shares of the Lender's Class A Common Stock (the "Existing Shares") represented by stock cer

Hydrochem International Inc – EMPLOYMENT AGREEMENT (March 21st, 2001)

SECOND AMENDMENT TO EMPLOYMENT AGREEMENT Second Amendment to Employment Agreement entered into as of the 17th day of January, 2001 between HydroChem Industrial Services, Inc., a Delaware corporation, ("Employer"), and Donovan Boyd, an individual ("Employee"). WHEREAS, Employer and Employee are parties to an Employment Agreement dated as of September 26, 1997 and a First Amendment to Employment Agreement dated as of June 28, 1999 (collectively, the "Employment Agreement"); and WHEREAS, Employer and Employee desire to amend the Employment Agreement as hereinafter set forth; NOW THEREFORE, in consideration of the premises and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto agree as follows: At the end of the second line in section 5 (a)(ii) of the

Hydrochem International Inc – SECURED PROMISSORY NOTE (March 21st, 2001)

SECURED PROMISSORY NOTE $411,402.45 Deer Park, Texas February 9, 2001 FOR VALUE RECEIVED, B. Tom Carter, Jr. ("Maker") hereby promises to pay to the order of HydroChem Holding, Inc., a Delaware corporation ("Payee"), the principal amount of Four Hundred Eleven Thousand Four Hundred Two and 45/100 Dollars ($411,402.45) plus interest thereon at the rate of Five and 07/100 percent (5.07%) compounded annually, and payable as provided herein in lawful money of the United States of America, at Deer Park, Texas, or at such other place as Payee of this Note may from time to time designate by written notice to Maker. The principal amount of this Note and all accrued interest thereon shall be due and payable upon the earlier of February 8, 2007 or any termination of Maker's employment with the Payee or Payee's wholly-owned subsidiary, HydroChem Industrial Services, Inc., but not earlie

Hydrochem International Inc – SECOND AMENDMENT TO CREDIT AGREEMENT (August 11th, 2000)

SECOND AMENDMENT TO CREDIT AGREEMENT SECOND AMENDMENT, dated as of June 30, 2000 (this "Amendment"), among HYDROCHEM HOLDING, INC., a Delaware corporation ("Holding"), HYDROCHEM INDUSTRIAL SERVICES, INC., a Delaware corporation (the "Borrower"), the financial institutions party to the Credit Agreement referred to below (the "Lenders"), and BANK OF AMERICA, N.A., as Administrative Agent. All capitalized terms used herein and not otherwise defined herein shall have the respective meanings provided such terms in the Credit Agreement referred to below. W I T N E S S E T H : -------------------- WHEREAS, Holding, the Borrower, the Lenders and the Administrative Agent are parties to a Credit Agreement, dated as of November 19, 1999 (as in effect on the date hereof, the "Credit Agreement"); and WHEREAS, the parties hereto

Hydrochem International Inc – SECURED PROMISSORY NOTE (August 11th, 2000)

SECURED PROMISSORY NOTE $ 16,089.00 Deer Park, Texas May 15, 2000 FOR VALUE RECEIVED, B. Tom Carter, Jr. ("Maker") hereby promises to pay to the order of HydroChem Holding, Inc., a Delaware corporation ("Payee"), the principal amount of Sixteen Thousand Eighty Nine and 00/100 Dollars ($16,089.00) plus interest thereon at the rate of Six and 40/100 percent (6.40%) compounded annually, and payable as provided herein in lawful money of the United States of America, at Deer Park, Texas, or at such other place as Payee of this Note may from time to time designate by written notice to Maker. The principal amount of this Note and all accrued interest thereon shall be due and payable upon the earlier of May 14, 2006 or any termination of Maker's employment with the Payee or Payee's wholly-owned subsidiary, HydroChem Industrial Services, Inc., but not earlier than May 14, 2003.

Hydrochem International Inc – FIRST AMENDMENT TO DEFERRED BONUS PLAN (August 11th, 2000)

EXHIBIT A FIRST AMENDMENT TO DEFERRED BONUS PLAN OF HYDROCHEM INDUSTRIAL SERVICES, INC. This First Amendment to the Deferred Bonus plan of HydroChem Industrial Services, Inc. (the `Plan") is effective as of May 1, 2000. As of such date, Section 2.4 of the Plan is amended in its entirety to read as follows: 2.4 Initial Participants. Any Employee initially selected to be a Participant in calendar year 1999 shall be awarded a Deferred Bonus at that time, and subject to continuing as an Employee of the Company, shall also be awarded a Deferred Bonus in calendar year 2000 equal to at least one half of the Participant's annual performance bonus for 1999. Any Employee initially selected to be a Participant in calendar year 2000 shall be awarded a

Hydrochem International Inc – PLEDGE AGREEMENT (August 11th, 2000)

EXHIBIT B PLEDGE AGREEMENT This Pledge Agreement (the "Agreement") is entered into as of the 15th day of May, 2000 between HydroChem Holding, Inc. ("Lender") and B. Tom Carter, Jr. ("Pledgor"). WHEREAS, Lender has granted a stock option (the "Stock Option") dated as of the date hereof to Pledgor under which an aggregate of 16,089 shares of Lender's Class Common Stock (the "Shares") may be purchased by Pledgor at an exercise price of $1.00 per share; and WHEREAS, simultaneously herewith, Pledgor is (i) exercising the Stock Option to purchase the Shares which will be represented by Lender's stock certificate no. CA-33, and (ii) executing a Secured Promissory Note (the "Note") to Lender dated as of the date hereof in the principal amount of Sixteen Thousand Eighty Nine 00/100 Dollars ($ 16,089.00) with interest as therei

Hydrochem International Inc – FIRST AMENDMENT TO CREDIT AGREEMENT (March 24th, 2000)

FIRST AMENDMENT TO CREDIT AGREEMENT FIRST AMENDMENT, dated as of December 17, 1999 (this "Amendment"), among HYDROCHEM HOLDING, INC., a Delaware corporation ("Holding"), HYDROCHEM INDUSTRIAL SERVICES, INC., a Delaware corporation (the "Borrower"), the financial institutions party to the Credit Agreement described below (the "Lenders"), and BANK OF AMERICA, N.A., as Administrative Agent. All capitalized terms used herein and not otherwise defined herein shall have the respective meanings provided such terms in the Credit Agreement referred to below. WITNESSETH: ---------- WHEREAS, Holding, the Borrower, the Lenders and the Administrative Agent are parties to a Credit Agreement, dated as of November 19, 1999 (the "Credit Agreement"); and WHEREAS, the parties hereto wish to amend the Credit Agreement as here

Hydrochem International Inc – CREDIT AGREEMENT (December 3rd, 1999)

-------------------------------------------------------------------------------- CREDIT AGREEMENT among HYDROCHEM HOLDING, INC., HYDROCHEM INDUSTRIAL SERVICES, INC., VARIOUS LENDERS and BANK OF AMERICA, N.A., as Administrative Agent ------------------------------------------- Dated as of November 19, 1999 -------------------------------------------- BANC OF AMERICA SECURITIES LLC, as Lead Arranger and Book Manager TABLE OF CONTENTS PAGE SECTION 1. Amountand Terms of Credit................................

Hydrochem International Inc – STOCK PURCHASE AGREEMENT (December 3rd, 1999)

STOCK PURCHASE AGREEMENT This Stock Purchase Agreement ("Agreement"), dated as of November 19, 1999, is by and among HydroChem Industrial Services, Inc., a Delaware corporation ("Buyer"), Landry Service Co., Inc., a Delaware corporation (the "Company"), Kenneth C. Landry, a resident of Galveston County, Texas ("KCL"), Charles A. Landry, Jr., a resident of Galveston County, Texas ("CAL") (KCL and CAL being collectively referred to herein as the "Landrys"), and the sellers listed on the signature page to this Agreement (collectively, with the Landrys, being referred to herein as "Sellers"). Buyer, the Company, and Sellers agree as follows: SECTION ONE GENERAL 1.1 INTRODUCTION. Sellers own all of the issued and outstanding shares of capital stock of the Company (the "Shares"). Sellers desire to sell, and Buyer desires to purchase, all

Hydrochem International Inc – EMPLOYMENT AGREEMENT (August 10th, 1999)

FIRST AMENDMENT TO EMPLOYMENT AGREEMENT First Amendment to Employment entered into as of the 28th day of June, 1999 between HydroChem Industrial Services, Inc., a Delaware corporation, ("Employer"), and Donovan Boyd, an individual ("Employee"). WHEREAS, Employer and Employee are parties to an Employment Agreement dated as of September 26, 1997 (the "Employment Agreement"); and WHEREAS, Employer and Employee desire to amend the Employment Agreement as hereinafter set forth; NOW THEREFORE, in consideration of the premises and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto agree as follows: 1. The fourth paragraph of section 3 of the Employment Agreement shall be and hereby is deleted, and the following shall be inserted in lieu thereof: " Employee shall be a participan

Hydrochem International Inc – DEFERRED BONUS PLAN (August 10th, 1999)

DEFERRED BONUS PLAN OF HYDROCHEM INDUSTRIAL SERVICES, INC. PURPOSE AND EFFECTIVE DATE The purpose of the Plan is to provide specified benefits to a select group of management and highly compensated employees who contribute materially to the continued growth, development and future business success of the Company. It is the intention of the Company that the Plan be administered as an unfunded plan for such select highly compensated, key management employees who become Participants. The effective date of this Plan is May 1, 1999. ARTICLE I DEFINITIONS AND CONSTRUCTION 1.1 Definitions. For purposes of the Plan, the following phrases or terms shall have the indicated meanings unless otherwise clearly apparent from the context: (a) "Acceleration Event"

Hydrochem International Inc – PLEDGE AGREEMENT (May 11th, 1999)

PLEDGE AGREEMENT This Pledge Agreement (the "Agreement") is entered into as of the 30th day of April, 1999 between HydroChem Holding, Inc. ("Lender") and B. Tom Carter, Jr. ("Pledgor"). WHEREAS, Pledgor is indebted to Lender in the amount of Three Hundred Two Thousand Eight Hundred Sixteen and 86/100 Dollars ($302,816.86) for principal and accrued interest through the date hereof pursuant to that certain Secured Promissory Note dated April 9, 1998 from Pledgor to Lender, as the assignee of HydroChem Industrial Services, Inc. (the "Old Note"); and WHEREAS, under a Pledge Agreement dated as of April 9, 1998 (the "Old Pledge Agreement") between Pledgor and Lender as the assignee of HydroChem, the Old Note is secured by the pledge of Two Hundred Eighty Five Thousand Six Hundred One (285,601) shares of the Lender's Class A Common Stock (the "Existing Shares") represented by stock certificate CA-28, wh

Hydrochem International Inc – SECURED PROMISSORY NOTE (May 11th, 1999)

SECURED PROMISSORY NOTE $346,355.86 Deer Park, Texas April 30, 1999 FOR VALUE RECEIVED, B. Tom Carter, Jr. ("Maker") hereby promises to pay to the order of HydroChem Holding, Inc., a Delaware corporation ("Payee"), the principal amount of Three Hundred Forty Six Thousand Three Hundred Fifty Five and 86/100 Dollars ($346,355.86) plus interest thereon at the rate of Five and 28/100 percent (5.28)% compounded annually, and payable as provided herein in lawful money of the United States of America, at Deer Park, Texas, or at such other place as Payee of this Note may from time to time designate by written notice to Maker. The principal amount of this Note and all accrued interest thereon shall be due and payable upon the earlier of April 30, 2005 or any termination of Maker's employment with the Payee or Payee's wholly-owned subsidiary, HydroChem Industrial Services,

Hydrochem International Inc – EMPLOYMENT AGREEMENT (March 30th, 1999)

EMPLOYMENT AGREEMENT EMPLOYMENT AGREEMENT, dated as of the 26th day of September, 1997, between HydroChem Industrial Services, Inc., a Delaware corporation (the "Employer"), and Donovan Boyd, an individual (the "Employee"). WHEREAS, Employer desires to employ Employee in connection with the operation of Employer's business (the "Business") and pursuant to the terms of this Employment Agreement; and WHEREAS, Employee desires to accept such employment; NOW THEREFORE, in consideration of the premises, the full and faithful performance of the respective agreements herein contained, and the discharge of the respective obligations herein imposed, the parties mutually covenant and agree that in lieu of all prior agreements between the parties relating thereto, Employee will become employed by Employer for the term herein specified and will enter into a covenant not to compete and certain ot

Hydrochem International Inc – EMPLOYMENT AGREEMENT (March 30th, 1999)

AMENDMENT TO EMPLOYMENT AGREEMENT Amendment to Employment Agreement entered into as of the 27th day of January, 1999 between HydroChem Industrial Services, Inc., a Delaware corporation ("Employer"), and Gary Noto, an individual (the "Employee"). WHEREAS, Employer, as the successor and assignee of Hydro Environmental Services Limited Partnership, a Delaware limited partnership, and Employee are parties to an Employment Agreement dated as of November 1, 1992 (the "Employment Agreement"); and WHEREAS, Employer and Employee desire to amend the Employment Agreement as hereinafter provided; NOW THEREFORE, in consideration of the premises and other good and valuable consideration, the receipt of which is hereby acknowledged, the parties hereto agree as follows: 1. At the beginning of the last line in section 5 (

Hydrochem International Inc – EXTENSION AGREEMENT (March 30th, 1999)

EXTENSION AGREEMENT THIS EXTENSION AGREEMENT (this "Agreement") is made and entered into as of the 2nd day of February, 1999, by and between HYDROCHEM INDUSTRIAL SERVICES, INC., a Delaware corporation ("Borrower"), and BANK ONE, TEXAS, National Association, a national banking association ("Lender"). W I T N E S S E T H: WHEREAS, in accordance with the terms and provisions of a Loan Agreement dated as of July 17, 1998 (as amended from time to time, the "Loan Agreement"), Borrower has executed and delivered to Lender a Promissory Note (the "Note") dated of even date therewith, in original principal amount of $7,500,000.00; and WHEREAS, the payment of the Note is secured by, among other things, the Deed of Trust (with Security Amendment and Assignment of Rents and Leases) (the "Deed of Trust") dated July 17, 1998, from Borrower to Christopher T. Klinko, Trust

Hydrochem International Inc – AMENDMENT NO. 2 (March 30th, 1999)

AMENDMENT NO. 2 This Amendment No. 2 dated as of March 26, 1999 ("Agreement") is among HydroChem Industrial Services, Inc., a Delaware corporation ("Borrower"), the banks party to the Credit Agreement described below ("Banks"), and NationsBank, N.A. (successor in interest by merger to NationsBank of Texas, N.A.), as Agent for the Banks ("Agent"). INTRODUCTION A. The Borrower, the Agent and the Banks are parties to the Credit Agreement dated as of December 31, 1997, as amended by the Letter Agreement dated as of March 6, 1998, the Letter Agreement dated as of August 14, 1998, and Amendment No. 1 dated as of September 30, 1998 (as so amended, the "Credit Agreement"). B. The Borrower has requested that the Banks agree to make certain amendments to the Credit Agreement. C. The Borrower, as holder of that certain Promissory Note dated as of April 9, 1998

Hydrochem International Inc – FIRST AMENDMENT TO LOAN AGREEMENT (March 30th, 1999)

FIRST AMENDMENT TO LOAN AGREEMENT THIS FIRST AMENDMENT TO LOAN AGREEMENT (this "Amendment") dated as of February 2, 1999, is by and between Hydrochem Industrial Services, Inc., a Delaware corporation (the "Borrower") and Bank One, Texas, National Association (the "Lender"). WITNESSETH: WHEREAS, the Borrower and the Lender have entered into that certain Loan Agreement dated as of July 17, 1998, pursuant to which the Lender agreed to make a loan to the Borrower pursuant to the terms thereof (the "Loan Agreement"); and WHEREAS, the Borrower and the Lender desire to amend the Loan Agreement as hereinafter set forth; NOW, THEREFORE, in consideration of the premises and the mutual agreements herein contained, the Borrower and the Lender hereby agree as follows: 1. Amendments to Loan Agreement. (a) Section 1.1 of the Loan Agr

Hydrochem International Inc – ASSET PURCHASE AGREEMENT (January 20th, 1999)

SECOND AMENDED AND RESTATED ASSET PURCHASE AGREEMENT By and Among HYDROCHEM INDUSTRIAL SERVICES, INC. as Buyer and VALLEY SYSTEMS OF OHIO, INC. as a Seller and VALLEY SYSTEMS, INC. as a Seller and Sole Stockholder of Valley Systems of Ohio, Inc. TABLE OF CONTENTS Definitions...................................................................1 affiliate..................................................................1 Agreement..................................................................1 Assets..................................................................

Hydrochem International Inc – ESCROW AGREEMENT (January 20th, 1999)

ESCROW AGREEMENT This Escrow Agreement, dated as of January 5, 1999 (the "Closing Date"), among HydroChem Industrial Services, Inc., a Delaware corporation ("Buyer"), Valley Systems, Inc., a Delaware corporation, and Valley Systems of Ohio, Inc., an Ohio corporation (collectively, "Seller"), and Bank One Texas, N.A., a national banking association, as escrow agent ("Escrow Agent"). This is the Escrow Agreement referred to in the Second Amended and Restated Asset Purchase Agreement, dated as of September 8, 1998, by and among Buyer and Seller (the "Purchase Agreement"). Capitalized terms used in this agreement without definition shall have the respective meanings given to them in the Purchase Agreement. The parties, intending to be legally bound, hereby agree as follows: 1. ESTABLISHMENT OF ESCROW (a) Buyer is depositing with Escrow Agent the amount of $4,0

Hydrochem International Inc – ASSET PURCHASE AGREEMENT (November 17th, 1998)

AMENDED AND RESTATED ASSET PURCHASE AGREEMENT By and Among HYDROCHEM INDUSTRIAL SERVICES, INC. as Buyer and VALLEY SYSTEMS OF OHIO, INC. as a Seller and VALLEY SYSTEMS, INC. as a Seller and Sole Stockholder of Valley Systems of Ohio, Inc. TABLE OF CONTENTS Definitions................................................................. 1 affiliate............................................................. 1 Agreement............................................................. 1 Assets................................................................ 1 Bill of Sale, Assignment and Assumption Agreement..

Hydrochem International Inc – AMENDMENT NO. 1 (November 17th, 1998)

AMENDMENT NO. 1 This Amendment No. 1 dated as of September 30, 1998 ("Agreement") is among HydroChem Industrial Services, Inc., a Delaware corporation ("Borrower"), the banks party to the Credit Agreement described below ("Banks"), and NationsBank, N.A. (successor in interest by merger to NationsBank of Texas, N.A.), as Agent for the Banks ("Agent"). INTRODUCTION A. The Borrower, the Agent and the Banks are parties to the Credit Agreement dated as of December 31, 1997, as amended by the Letter Agreement dated as of March 6, 1998 and the Letter Agreement dated as of August 14, 1998 (as so amended, the "Credit Agreement"). B. The Borrower has requested that the Banks agree to make certain amendments to the Credit Agreement. THEREFORE, the Borrower, the Agent and the Banks hereby agree as follows: Section 1. Definitions; Refe

Hydrochem International Inc – MASTER AGREEMENT (August 14th, 1998)

(Local Currency--Single,. Jurisdiction) ISDA(R) International Swap Dealers Association, Inc. MASTER AGREEMENT dated as of July 17, 1998 BANK ONE, TEXAS, N.A. and HYDROCHEM INDUSTRIAL SERVICES, INC. have entered and/or anticipate entering into one or more transactions (each a "Transaction") that are or will be governed by this Master Agreement, which includes the schedule (the "Schedule"), and the documents and other confirming evidence (each a "Confirmation" exchanged between the parties confirming those Transactions. Accordingly, the parties agree as follows:-- 1. Interpretation (a) Definitions. The terms defined in Section 12 and in the Schedule will have the meanings therein specified for the purpose of this Master Agreement. (b) Inconsistency. In the event of any inconsistency between the provisions of the Schedule and the other