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 wish to amend the Credit Agreement as
herein provided;
NOW THEREFORE, it is agreed:
I. Amendments to Credit Agreement.
------------------------------
1. Section 8.01(f)(A) is hereby amended by (i) deleting the word "and"
first appearing in the tenth line thereof and inserting a comma in lieu thereof,
(ii) inserting the words "and 9.17, in each case" immediately after the word
"inclusive," appearing in the same tenth line thereof, and (iii) deleting clause
(iii) thereof and inserting the following new clause (iii) in lieu thereof:
"(iii) set forth a list of all Subsidiaries of the Borrower as of the
end of such fiscal quarter or year, as the case may be, and an update to
Annexes A through F of the Security Agreement and Annexes B through E of
the Pledge Agreement as of the end of such fiscal quarter or year, as
the case may be."
2. Section 8.16(a) is hereby amended by deleting the words "Sections
9.08, 9.09, 9.10 and 9.11" each place such words appear therein and inserting
the words "Sections 9.08, 9.09, 9.10, 9.11 and 9.17" in lieu thereof in each
such place.
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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 ending during any period set forth below to be
greater than the ratio set forth opposite such period below:
<TABLE>
<CAPTION>
Period Ratio
------ -----
<S> <C>
June 30, 2000 through and
including December 31, 2000 5.50:1.00
January 1, 2001 through and
including June 30, 2001 5.25:1.00
July 1, 2001 through and
including December 31, 2001 5.00:1.00
January 1, 2002 through and
including December 31, 2002 4.50:1.00
January 1, 2003 through and
including December 31, 2003 4.00:1.00
Thereafter 3.50:1.00".
</TABLE>
4. Section 9 of the Credit Agreement is hereby further amended by
inserting following new Section 9.17 at the end thereof:
"9.17 Maximum Consolidated Senior Leverage Ratio. Holding will
not permit the Consolidated Senior Leverage Ratio as of the last day of
any fiscal quarter of Holding ending during any period set forth below
to be greater than the ratio set forth opposite such period below:
<TABLE>
<CAPTION>
Period Ratio
------ -----
<S> <C>
June 30, 2000 through and
including June 30, 2001 2.25:1.00
Thereafter 2.00:1.00"
</TABLE>
5. Section 11.01 of the Credit Agreement is hereby amended by
deleting the definition of "Applicable Commitment Commission Percentage" and
"Applicable Margin" appearing therein and inserting in lieu thereof the
following new definition thereof:
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<PAGE>
"Applicable Commitment Commission Percentage" and "Applicable
Margin" shall mean from and after any Start Date to and including the
corresponding End Date, the respective percentage per annum set forth
below under the respective column below and opposite the respective
Level (i.e., Level 1, Level 2, Level 3, Level 4, Level 5 or Level 6, as
the case may be) indicated to have been achieved on the applicable Test
Date for such Start Date (as shown on the respective officer's
certificate delivered pursuant to Section 8.01(f)(A) or the first
proviso below):
<TABLE>
<CAPTION>
Applicable Applicable
Margin for Applicable Margin Commitment
Consolidated Base Rate for Commission
Level Leverage Ratio Loans Eurodollar Loans Percentage
----- -------------- ----- ---------------- ----------
<S> <C> <C> <C> <C>
1 Less than or equal
to 2.50:1.00 0.50% 1.75% 0.300%
2 Greater than
2.50:1.00 but less
than or equal to 0.75% 2.00% 0.375%
3.00:1.00
3 Greater than
3.00:1.00 but less
than or equal to 1.00% 2.25% 0.375%
3.50:1.00
4 Greater than
3.50:1.00 but less
than or equal to 1.25% 2.50% 0.500%
4.00:1.00
5 Greater than
4.00:1.00 but less
than or equal to 1.75% 3.00% 0.500%
5:00:1:00
6 Greater than 2.25% 3.50% 0.500%
5.00:1.00
</TABLE>
; provided, however, that if Holding fails to deliver the financial
statements required to be delivered pursuant to Section 8.01(b) or (c)
(accompanied by the officer's certificate required to be delivered
pursuant to Section 8.01(f)(A) showing the applicable Consolidated
Leverage Ratio on the relevant Test Date) on or prior to the respective
date required by such Sections, then Level 6 pricing shall apply until
such time, if any, as the financial statements required as set forth
above and the accompanying officer's certificate have been delivered
showing the pricing for the respective Margin Reduction Period is at a
level which is less than Level 6 (it being understood that, in the case
of any late delivery of the financial statements and officer's
certificate as so required, any reduction in the Applicable Commitment
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<PAGE>
Commission Percentage and in the Applicable Margin shall apply only from
and after the date of the delivery of the complying financial statements
and officer's certificate); provided further, that Level 6 pricing shall
apply at any time when any Default or Event of Default is in existence.
Notwithstanding anything to the contrary contained in the immediately
preceding sentence, (i) for periods prior to the Second Amendment
Effective Date, the Applicable Commitment Commission Percentage and the
Applicable Margin shall be determined as provided in this Agreement
prior to giving effect to the Second Amendment and (ii) Level 5 pricing
shall apply for the period from the Second Amendment Effective Date to
but not including the date which is the first Start Date after Holding's
fiscal quarter ending on June 30, 2000."
6. Section 11.01 of the Credit Agreement is hereby further amended
by inserting in the proper alphabetical order the following new defined terms:
"Consolidated Senior Leverage Ratio" shall mean, at any time, the
ratio of Consolidated Indebtedness at such time (but excluding from the
calculation thereof the aggregate outstanding principal amount of all
Senior Subordinated Notes and Seller Subordinated Notes at such time) to
Consolidated EBITDA for the Test Period then most recently ended.
"Second Amendment" shall mean the Second Amendment, dated as of
June 30, 2000, to this Agreement.
"Second Amendment Effective Date" shall have the meaning provided
in the Second Amendment.
7. Section 13.07 of the Credit Agreement is hereby amended by
inserting the words "and Section 9.17," immediately after the word "inclusive,"
appearing in the eighth line thereof.
8. Section 13.18 of the Credit Agreement is hereby deleted in its
entirety.
II. Miscellaneous.
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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 Second
Amendment Effective Date and as of August 4, 2000 (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 earlier date) and (ii) there exists no Default or Event of
Default on the Second Amendment Effective Date and as of August 4, 2000, 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.
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<PAGE>
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, 2000 (the "Second
Amendment Effective Date") provided that on or before August 4, 2000 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
August 4, 2000) an amendment fee equal to 0.20% of the sum of each such Lender's
Revolving Loan Commitment and outstanding Term Loans as of the August 4, 2000,
which fee shall be payable on August 7, 2000.
7. From and after the Second 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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<PAGE>
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/ Selby F. Little, III
---------------------------
Name: Selby F. Little, III
Title:Executive Vice President &
Chief Financial Officer
HYDROCHEM INDUSTRIAL SERVICES, INC.
By:/s/ Selby F. Little, III
--------------------------
Name: Selby F. Little, III
Title:Executive Vice President &
Chief Financial Officer
<PAGE>
BANK OF AMERICA, N.A.,
Individually and as Administrative Agent
By:/s/ John J. O'Neill
----------------------
Name: John J. O'Neill
Title: Managing Director
<PAGE>
BANK AUSTRIA CREDITANSTALT
CORPORATE FINANCE, INC.
By:/s/ Gary W. Andresen
-----------------------
Name: Gary W. Andresen
Title: Assistant Vice President
By:/s/ Scott Kray
--------------------
Name: Scott Kray
Title: Executive Vice President
<PAGE>
NATIONAL CITY BANK OF KENTUCKY
By:/s/ Scott Brewer
------------------
Name: Scott Brewer
Title: Vice President
<PAGE>
NATEXIS BANQUE - BFCE
By:/s/ Daniel Payer
-------------------
Name: Daniel Payer
Title: Assistant Vice President
By:/s/ Louis P. Laville, III
----------------------------
Name: Louis P. Laville, III
Title: Vice President and
Group Manager
<PAGE>
SOUTHWEST BANK OF TEXAS, N.A.
By:/s/ Joe Argue
----------------
Name: Joe Argue
Title: Executive Vice President
By:/s/ Randall Walker
Name: Randall Walker
Title: Vice President
<PAGE>
WELLS FARGO BANK (TEXAS),
NATIONAL ASSOCIATION
By:/s/ Linda Masera
-------------------
Name: Linda Masera
Title: Vice President
