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 Agreement as herein provided;
NOW THEREFORE, it is agreed:
I. Amendments and Agreement to Credit Agreement.
1. Section 9.07(a) of the Credit Agreement is hereby amended by
deleting such Section in its entirety and inserting in lieu thereof the
following new Section 9.07(a):
"(a) Holding will not, and will not permit any of its
Subsidiaries to, make any Capital Expenditures, except that during any
fiscal year of Holding set forth below (taken as one accounting period)
the Borrower and its Subsidiaries may make Capital Expenditures so long
as the aggregate amount of all such Capital Expenditures does not
exceed in any fiscal year of Holding set forth below the lesser of (x)
6% of the Borrower's and its Subsidiaries gross revenues on a
consolidated basis for such fiscal year and (y) the amount set forth
opposite such fiscal year below (as such amount may be adjusted
pursuant to the immediately succeeding paragraph):
Fiscal Year Ending On Amount
--------------------- ------
December 31, 2001 ......... $ 9,000,000
December 31, 2002 ......... $ 9,500,000
December 31, 2003 ......... $10,000,000
December 31, 2004 ......... $10,500,000
From and after the consummation of any Permitted Acquisition
after July 1, 2001, each of the Capital Expenditure amounts set forth
in the table above in this clause (a) shall be increased by an amount
equal to 6% of the Acquired Revenues of the respective Acquired Entity
or Business acquired in each such Permitted Acquisition for the most
recently ended 12 month period for which financial statements are
available for such Acquired Entity or Business (as certified in the
respective officer's certificate delivered pursuant to clause (ix) of
Section 8.16(a)), provided that the Capital Expenditure amount for the
fiscal year in which such Permitted Acquisition is consummated shall
only be increased by the amount set forth above in this sentence
multiplied by a fraction the numerator of which is the number of days
remaining in such fiscal year and the denominator of which is 365."
2. Section 9.08 of the Credit Agreement is hereby amended by
deleting such Section in its entirety and by inserting in lieu thereof the
following new Section 9.08:
"9.08 Consolidated Interest Coverage Ratio. Holding will
not permit the Consolidated Interest Coverage Ratio for any Test Period
ending on the last day of a fiscal quarter of Holding set forth below
to be less than the ratio set forth opposite such fiscal quarter below:
Fiscal Quarter Ending On Ratio
June 30, 2001 ......................... 2.00:1.00
September 30, 2001 .................... 2.00:1.00
December 31, 2001 ..................... 2.00:1.00
March 31, 2002 ........................ 2.00:1.00
June 30, 2002 ......................... 2.00:1.00
September 30, 2002 .................... 2.10:1.00
December 31, 2002 ..................... 2.25:1.00
March 31, 2003 ........................ 2.25:1.00
June 30, 2003 ......................... 2.25:1.00
September 30, 2003 .................... 2.25:1.00
December 31, 2003
and the last day of each fiscal quarter
of Holding thereafter ................. 2.50:1.00."
3. Section 9.10 of the Credit Agreement is hereby amended by
deleting such Section in its entirety and by inserting in lieu thereof the
following new Section 9.10:
"9.10 Maximum Consolidated Leverage Ratio. Holding will not
permit the Consolidated Leverage Ratio as of the last day of any fiscal
quarter of Holding set forth below to be greater than the ratio set
forth opposite such fiscal quarter below:
0
Xxxxxx Xxxxxxx Xxxxxx Xx Ratio
------------------------ -----
June 30, 2001 ................................................ 5.25:1.00
September 30, 2001 ........................................... 5.25:1.00
December 31, 2001 ............................................ 5.00:1.00
March 31, 2002 ............................................... 5.00:1.00
June 30, 2002 ................................................ 4.75:1.00
September 30, 2002 ........................................... 4.60:1.00
December 31, 2002 ............................................ 4.50:1.00
March 31, 2003 ............................................... 4.50:1.00
June 30, 2003 ................................................ 4.25:1.00
September 30, 2003 ........................................... 4.25:1.00
December 31, 2003 ............................................ 4.00:1.00
March 31, 2004 ............................................... 4.00:1.00
June 30, 2004 ................................................ 4.00:1.00
September 30, 2004 ........................................... 4.00:1.00
December 31, 2004 and the last day of
each fiscal quarter of Holding thereafter .................... 3.75:1.00."
4. Section 9.11 of the Credit Agreement is hereby amended by
deleting such Section in its entirety and by inserting in lieu thereof the
following new Section 9.11:
"9.11 Minimum Consolidated Net Worth. Holding will not permit
the Consolidated Net Worth on the last day of each fiscal quarter of Holding to
be less than the Minimum Consolidated Net Worth on the last day of each fiscal
quarter of Holding."
5. Notwithstanding anything to the contrary contained in the
Credit Agreement, Holding, the Borrower and the Lenders hereby agree that the
Total Revolving Loan Commitment shall be permanently reduced on the Third
Amendment Effective Date (as defined below) to $22,500,000 (as such amount may
be further reduced from time to time in accordance with the terms of the Credit
Agreement). The reduction to the Total Revolving Loan Commitment pursuant to
this Section 4 shall be applied to permanently and proportionately reduce the
Revolving Loan Commitment of each Lender.
II. Miscellaneous.
1. In order to induce the Lenders to enter into this Amendment,
each of Holding and the Borrower hereby represents and warrants that (i) all
representations, warranties and agreements contained in Section 7 of the Credit
Agreement are true and correct in all material respects on and as of the Third
Amendment Effective Date and as of July 23,2001 (unless such representations and
warranties relate to a specific earlier date, in which case such representations
and warranties shall be true and correct in all material respects as of such
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earlier date) and (ii) there exists no Default or Event of Default on the Third
Amendment Effective Date and as of July 23, 2001, in each case after giving
effect to this Amendment.
2. This Amendment is limited as specified and shall not constitute
a modification, acceptance or waiver of any other provision of the Credit
Agreement or any other Credit Document.
3. This Amendment may be executed in any number of counterparts
and by the different parties hereto on separate counterparts, each of which
counterparts when executed and delivered (including by way of facsimile) shall
be an original, but all of which shall together constitute one and the same
instrument. A complete set of counterparts shall be lodged with the Borrower
and the Administrative Agent.
4. THIS AMENDMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES
HEREUNDER SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAW OF THE
STATE OF NEW YORK.
5. This Amendment shall be effective as of June 30, 2001 (the
"Third Amendment Effective Date") provided that on or before July 23, 2001 each
of Holding,the Borrower and the Required Lenders shall have signed a counterpart
hereof (whether the same or different counterparts) and shall have delivered
(including, without limitation, by usage of facsimile transmission) the same to
the Administrative Agent at the Notice Office. This Amendment and the agreements
contained herein shall be binding on the successors and assigns of the parties
hereto.
6. To induce the Lenders to enter into this Amendment, the
Borrower hereby agrees to pay to the Administrative Agent (for the account of
each Lender which has approved this Amendment on or before 5:00 p.m. (New York
time) on July 18, 2001) an amendment fee equal to 0.25% of the sum of each such
Lender's Revolving Loan Commitment and outstanding Term Loans as of July 23,
2001 (after giving effect to the Third Amendment Effective Date), which fee
shall be payable on July 23, 2001.
7. From and after the Third Amendment Effective Date, all
references in the Credit Agreement and in the other Credit Documents to the
Credit Agreement shall be deemed to be references to the Credit Agreement as
modified hereby.
* * *
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IN WITNESS WHEREOF, each of the parties hereto has caused a
counterpart of this Amendment to be duly executed and delivered as of the date
first above written.
HYDROCHEM HOLDING, INC.
By:/s/ Pelham X. X. Xxxxx
-------------------------
Name: Pelham X. X. Xxxxx
Title: Chief Financial Officer
HYDROCHEM INDUSTRIAL SERVICES, INC.
By:/s/ Pelham X. X. Xxxxx
-------------------------
Name: Pelham X. X. Xxxxx
Title: Chief Financial Officer
BANK OF AMERICA, N.A.,
Individually and as Administrative Agent
By:/s/ Xxxxxx Xxxx
------------------
Name: Xxxxxx Xxxx
Title: Managing Director
GUARANTY BANK
By:/s/ Xxxxx Xxxxxx
-------------------
Name: Xxxxx Xxxxxx
Title: Vice President
NATIONAL CITY BANK OF KENTUCKY
By:/s/ Xxxxxxx Xxxxxxx
----------------------
Name: Xxxxxxx Xxxxxxx
Title: Account Officer
NATEXIS BANQUES POPULAIRES
By:/s/ Xxxxxxx X. Xxxxxxxxx
---------------------------
Name: Xxxxxxx X. Xxxxxxxxx
Title: Vice President
By:/s/ Xxxxx X. Xxxxxxx, III
----------------------------
Name: Xxxxx X. Xxxxxxx, III
Title: Vice President and
Group Manager
SOUTHWEST BANK OF TEXAS, N.A.
By:/s/ Xxxxxx Xxxxxxx
---------------------
Name: Xxxxxx Xxxxxxx
Title: Vice President
XXXXX FARGO BANK (TEXAS), NATIONAL
ASSOCIATION
By:/s/ Xxxxx Xxxxxx
-------------------
Name: Xxxxx Xxxxxx
Title: Vice President
