<PAGE>
EXHIBIT 10.1
AMENDMENT NO. 2
AMENDMENT NO. 2 dated as of October 10, 2000, between CHART
INDUSTRIES, INC., a Delaware corporation duly organized and validly existing
under the laws of the State of Delaware (the "Borrower"); each of the
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Subsidiaries of the Borrower identified under the caption "SUBSIDIARY BORROWERS"
on the signature pages hereto (individually, a "Subsidiary Borrower" and,
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collectively, the "Subsidiary Borrowers"); each of the Subsidiaries of the
--------------------
Borrower identified under the caption "SUBSIDIARY GUARANTORS" on the signature
pages hereto (individually, a "Subsidiary Guarantor" and, collectively, the
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"Subsidiary Guarantors" and, together with the Borrower and the Subsidiary
---------------------
Borrowers, the "Obligors"); each of the lenders that is a signatory hereto
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(individually, a "Lender" and, collectively, the "Lenders"); THE CHASE MANHATTAN
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BANK, as administrative agent for the Lenders (in such capacity, together with
its successors in such capacity, the "Administrative Agent"); and NATIONAL CITY
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BANK, as Documentation Agent.
The Borrower, the Subsidiary Borrowers, the Subsidiary Guarantors,
each of the lenders that is a signatory thereto and the Administrative Agent are
parties to a Credit Agreement dated as of April 12, 1999 (as heretofore modified
and supplemented and in effect on the date hereof, the "Credit Agreement"),
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providing, subject to the terms and conditions thereof, for loans to be made by
said lenders to the Borrower in an aggregate original principal amount not
exceeding $300,000,000. The Borrower, the Subsidiary Borrowers, the Subsidiary
Guarantors, the Lenders and the Administrative Agent wish to amend the Credit
Agreement in certain respects, and accordingly, the parties hereto hereby agree
as follows:
Section 1. Definitions. Except as otherwise defined in this Amendment
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No. 2, terms defined in the Credit Agreement are used herein as defined therein.
Section 2. Amendments. Subject to the satisfaction of the conditions
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precedent specified in Section 5, but effective as of the date hereof, the
Credit Agreement shall be amended as follows:
2.01. References in the Credit Agreement (including references to the
Credit Agreement as amended hereby) to "this Agreement" (and indirect references
such as "hereunder", "hereby", "herein" and "hereof") shall be deemed to be
references to the Credit Agreement as amended hereby.
2.02. Section 1.01 of the Credit Agreement is hereby amended by
adding the following new definitions (to the extent not already included in said
Section 1.01) and inserting the same in the appropriate alphabetical locations
and by amending in their entirety the following definitions (to the extent
already included in said Section 1.01), as follows:
"Applicable Margin" means, for any day, with respect to any ABR Loan
-----------------
(including any Swingline Loan) or Eurodollar Loan, as the case may be, of
any Class the applicable rate per annum set forth below under the caption
"ABR Spread" or "Eurodollar
<PAGE>
Spread" with respect to such Class, respectively, based upon the Leverage
Ratio as of the most recent determination date; provided that until the
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third Business Day after delivery of the Borrower's unaudited consolidated
financial statements for the fiscal quarter ending September 30, 2000, the
"Applicable Margin" shall be the applicable rate per annum set forth below
in Category 1:
<TABLE>
<CAPTION>
ABR Spread Eurodollar
for Revolving Spread for
Leverage Ratio Credit Loans Revolving Eurodollar
--------------
and Term Loan Credit Loans and ABR Spread for Spread for Term
A Term Loan A Term Loan B Loan B
---------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Category 1
----------
2.25% 3.25% 2.75% 3.75%
Greater than 6.00 to 1
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Category 2
----------
2.00% 3.00% 2.50% 3.50%
Less than or equal to
6.00 to 1 and greater
than 5.50 to 1
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Category 3
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1.75% 2.75% 2.25% 3.25%
Less than or equal to
5.50 to 1 and greater
than 4.00 to 1
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Category 4
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1.50% 2.50% 2.25% 3.25%
Less than or equal to
4.00 to 1 and greater
than 3.50 to 1
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Category 5
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1.25% 2.25% 2.25% 3.25%
Less than or equal to
3.50 to 1 and greater
than 3.00 to 1
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Category 6
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1.00% 2.00% 2.25% 3.25%
Less than or equal to
3.00
=====================================================================================================================
</TABLE>
For purposes of the foregoing (but subject to the proviso above), (a) the
Leverage Ratio shall be determined as of the end of each fiscal quarter of
the Borrower's fiscal year based upon the Borrower's consolidated financial
statements delivered pursuant to Section 6.01(a) or (b) and (b) each change
in the Applicable Margin resulting from a change in the Leverage Ratio
shall be effective during the period commencing on and including the date
three Business Days after delivery to the Administrative Agent of such
consolidated financial statements indicating such change and ending on the
date immediately preceding the effective date of the next such change;
provided that the Leverage Ratio shall be deemed to be in Category 1 above
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(i) at any time that an Event of Default has occurred and is continuing and
(ii) if the Borrower fails to deliver the consolidated financial statements
required to be delivered by it pursuant to Section 6.01(a) or (b) and/or
the related compliance certificate, during the period from the expiration
of the time for delivery thereof until such consolidated financial
statements and compliance certificate are so delivered.
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<PAGE>
Notwithstanding the foregoing, the Applicable Margin with respect to
Incremental Revolving Credit Loans of any Series, shall be the rate agreed
upon at the time Incremental Revolving Credit Commitments of such Series
are established pursuant to the relevant Incremental Revolving Credit
Agreement.
"Class", when used in reference to any Loan or Borrowing, refers to
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whether such Loan, or the Loans constituting such Borrowing, are Revolving
Credit Loans, Incremental Revolving Credit Loans, A Term Loans, B Term
Loans, Swingline Loans or Foreign Currency Credits and, when used in
reference to any Commitment, refers to whether such Commitment is a
Revolving Credit Commitment, Incremental Revolving Credit Commitment of any
Series, Term Loan A Commitment or Term Loan B Commitment.
"Commitment" means a Revolving Credit Commitment, Incremental
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Revolving Credit Commitment of any Series, Term Loan A Commitment or Term
Loan B Commitment, or any combination thereof (as the context requires).
"Credit Documents" means, collectively, this Agreement, the Letter of
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Credit Documents, the Security Documents and the Incremental Revolving
Credit Agreements.
"Incremental Revolving Credit Agreement" means an Agreement pursuant
--------------------------------------
to which Incremental Revolving Credit Commitments of any Series are
established pursuant to Section 2.01(d).
"Incremental Revolving Credit Commitment" means, with respect to each
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Incremental Revolving Credit Lender of any Series, the commitment, if any,
of such Lender to make Incremental Revolving Credit Loans of such Series,
expressed as an amount representing the maximum aggregate amount of such
Lender's Incremental Revolving Credit Exposure of such Series hereunder, as
such commitment may be (a) reduced from time to time pursuant to Section
2.08 or 2.10(b) and (b) reduced or increased from time to time pursuant to
assignments by or to such Lender pursuant to Section 10.04. The initial
amount of each Incremental Revolving Credit Lender's Incremental Revolving
Credit Commitment of any Series will be specified in the Incremental
Revolving Credit Agreement for such Series, or will be set forth in the
Assignment and Acceptance pursuant to which such Lender shall have assumed
its Incremental Revolving Credit Commitment of such Series. The aggregate
amount of the Incremental Revolving Credit Lenders' Incremental Revolving
Credit Commitments of all Series will not exceed $10,000,000.
"Incremental Revolving Credit Commitment Termination Date" means, with
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respect to each Series, the commitment termination date specified in the
respective Incremental Revolving Credit Agreement.
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<PAGE>
"Incremental Revolving Credit Exposure" means, with respect to any
-------------------------------------
Incremental Revolving Credit Lender of any Series at any time, the sum of
the outstanding principal amount of such Lender's Incremental Revolving
Credit Loans of such Series at such time.
"Incremental Revolving Credit Lender" means a Lender with an
-----------------------------------
Incremental Revolving Credit Commitment or, if the Incremental Revolving
Credit Commitments have terminated or expired, a Lender with Incremental
Revolving Credit Exposure.
"Incremental Revolving Credit Loan" means a Loan made pursuant to
---------------------------------
Section 2.01(d).
"Series" has the meaning assigned to such term in Section 2.01(d).
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"Syndicated Loans" means, collectively, the Revolving Credit Loans,
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Incremental Revolving Credit Loans, Term Loan A and Term Loan B.
2.03. Section 2.01 of the Credit Agreement is hereby amended by adding
a new clause (d) as follows:
"(d) Incremental Revolving Credit Loans. In addition to Borrowings
----------------------------------
of Revolving Credit Loans, A Term Loans and B Term Loans pursuant to
paragraphs (a), (b) and (c) above, at any time and from time to time prior
to December 30, 2001, the Borrower may request that one or more Persons
(which may include a Lender) offer to enter into commitments to make
additional revolving loans ("Incremental Revolving Credit Loans") under
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this paragraph (d), it being understood that if such offer is to be made by
any Person that is not already a Lender hereunder, the Administrative Agent
shall have consented to such Person being a Lender hereunder to the extent
such consent would be required pursuant to Section 10.04(b) in the event of
an assignment to such Person. In the event that one or more of such
Persons offer, in their sole discretion, to enter into such commitments,
and such Persons and the Borrower agree as to the amount of such
commitments that shall be allocated to the respective Persons making such
offers and the interest rate and fees (if any) to be payable by the
Borrower in connection therewith, the commitment reduction schedule and
commitment termination date to be applicable thereto, the Borrower, such
Persons and the Administrative Agent shall execute and deliver an
appropriate Incremental Revolving Credit Agreement, and such Persons shall
become obligated to make Incremental Revolving Credit Loan, under this
Agreement in an amount equal to the amount of their Incremental Revolving
Credit Commitments, as specified in such Incremental Revolving Credit
Agreement. The Incremental Revolving Credit Loans to be made pursuant to
any such agreement between the Borrower and one or more Persons in response
to any such request by the Borrower shall be deemed to be a separate
"Series" of Incremental Revolving Credit Loans for all purposes of this
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Agreement and (except as otherwise expressly provided herein) shall be
entitled to the same rights and privileges hereunder as the Revolving
Credit Loans.
Anything herein to the contrary notwithstanding, the Borrower shall
not be entitled to request an Incremental Revolving Credit Borrowing
unless, at the time of such
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<PAGE>
request, (i) the Revolving Credit Commitments are fully utilized; (ii) the
minimum aggregate principal amount of Incremental Revolving Credit
Commitments entered into pursuant to any such request (and, accordingly,
the minimum aggregate principal amount of any Series of Incremental
Revolving Credit Loans) shall be $1,000,000 and (iii) the aggregate
outstanding principal amount of Incremental Revolving Credit Loans of all
Series, together with the aggregate unutilized Incremental Revolving Credit
Commitments of all Series, shall not exceed $10,000,000 at any time.
Following execution and delivery by the Borrower, one or more
Incremental Revolving Credit Lenders and the Administrative Agent as
provided above of an Incremental Revolving Credit Agreement with respect to
any Series then, each Incremental Revolving Credit Lender of such Series
agrees to make Incremental Revolving Credit Loans of such Series to the
Borrower from time to time during the availability period for such Loans
set forth in such Incremental Revolving Credit Agreement, in an aggregate
principal amount that will not result in such Lender's Incremental
Revolving Credit Loans of such Series exceeding such Lender's Incremental
Revolving Credit Commitment of such Series; within the foregoing limits and
subject to the terms and conditions set forth herein, the Borrower may
borrow, prepay and reborrow Incremental Revolving Credit Loans of such
Series."
2.04. Clause (i) of Section 2.03 of the Credit Agreement is hereby
amended in its entirety to read as follows:
"(i) whether the requested Borrowing is to be a Revolving Credit
Borrowing, Incremental Revolving Credit Borrowing (including, if
applicable, the respective Series of Incremental Revolving Credit Loans to
which such Borrowing relates), Term Loan A Borrowing or Term Loan B
Borrowing;"
2.05 Clause (c)(i) of Section 2.07 of the Credit Agreement is hereby
amended in its entirety to read as follows:
"(i) the Borrowing to which such Interest Election Request applies
(including, if applicable, the respective Series of Incremental Revolving
Credit Loans to which such Interest Election Request relates) and, if
different options are being elected with respect to different portions
thereof, the portions thereof to be allocated to each resulting Borrowing
(in which case the information to be specified pursuant to clauses (iii)
and (iv) of this paragraph shall be specified for each resulting
Borrowing);"
2.06. Clause (f) of Section 2.07 of the Credit Agreement is hereby
amended in its entirety to read as follows:
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<PAGE>
"(f) Limitations on Lengths of Interest Periods. Notwithstanding any
------------------------------------------
other provision of this Agreement, the Borrower shall not be entitled to
request, or to elect to convert to or continue as a Eurodollar Borrowing:
(i) any Revolving Credit Borrowing if the Interest Period requested
therefor would end after the Revolving Credit Commitment Termination Date;
(ii) any Incremental Revolving Credit Borrowing of a Series if the Interest
Period requested therefor would end after the Incremental Revolving Credit
Commitment Termination Date of such Series; (iii) any Term Borrowing if the
Interest Period requested therefor would end after the Term Loan Maturity
Date for the relevant Class; or (iv) any Term Borrowing if the Interest
Period requested therefor would commence before and end after any Principal
Payment Date for any Class unless, after giving effect thereto, the
aggregate principal amount of the Term Loan A or Term Loan B, as the case
may be, having Interest Periods that end after such Principal Payment Date
shall be equal to or less than the aggregate principal amount of the Term
Loan A or Term Loan B, respectively, permitted to be outstanding after
giving effect to the payments of principal required to be made on such
Principal Payment Date."
2.07. Clause (a), (b) and (c) of Section 2.08 of the Credit Agreement
are hereby amended in their entirety to read as follows:
"(a) Scheduled Termination. Unless previously terminated, (i) the
---------------------
Term Loan Commitments of each Class shall terminate at 5:00 p.m., New York
City time, on the Effective Date, (ii) the Revolving Credit Commitments
shall terminate on the Revolving Credit Commitment Termination Date and
(iii) the Incremental Revolving Credit Commitments of a Series shall
terminate on the Incremental Revolving Credit Termination Date specified in
the Incremental Revolving Credit Agreement of such Series.
(b) Voluntary Termination or Reduction. The Borrower may at any
----------------------------------
time terminate, or from time to time reduce, the Commitments of any Class;
provided that (i) each reduction of the Commitments of any Class pursuant
--------
to this Section shall be in an amount that is $5,000,000 or a larger
multiple of $1,000,000, (ii) the Borrower shall not terminate or reduce the
Revolving Credit Commitments if, after giving effect to any concurrent
prepayment of the Revolving Credit Loans in accordance with Section 2.10,
the total Revolving Credit Exposures would exceed the total Revolving
Credit Commitments and (iii) the Borrower shall not terminate or reduce the
Incremental Revolving Credit Commitments of any Series if, after giving
effect to any concurrent prepayment of the Incremental Revolving Credit
Loans of such Series in accordance with Section 2.10, the total Incremental
Revolving Credit Exposures of such Series would exceed the total
Incremental Revolving Credit Commitments of such Series.
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<PAGE>
(c) Notice of Voluntary Termination or Reduction. The Borrower shall
--------------------------------------------
notify the Administrative Agent of any election to terminate or reduce the
Commitments of any Class under paragraph (b) of this Section at least three
Business Days prior to the effective date of such termination or reduction,
specifying such election and the effective date thereof. Promptly
following receipt of any notice, the Administrative Agent shall advise the
Lenders of the contents thereof. Each notice delivered by the Borrower
pursuant to this Section shall be irrevocable; provided that a notice of
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termination of the Revolving Credit Commitments or the Incremental
Revolving Credit Commitments delivered by the Borrower may state that such
notice is conditioned upon the effectiveness of other credit facilities, in
which case such notice may be revoked by the Borrower (by notice to the
Administrative Agent on or prior to the specified effective date) if such
condition is not satisfied."
2.08. Section 2.09 of the Credit Agreement is hereby amended by
renumbering clauses (ii), (iii), (iv) and (v) thereof as clauses (iii), (iv),
(v) and (vi) thereof and adding a new clause (ii) to read as follows:
"(ii) to the Administrative Agent for account of the Incremental
Revolving Credit Lenders of each Series the outstanding principal amount of
the Incremental Revolving Credit Loans of such Series on the Incremental
Revolving Credit Commitment Termination Date of such Series;"
2.09. Clause (b)(ii) of Section 2.10 is hereby amended in its entirety
to read as follows:
"(ii) Debt Incurrence. Upon any Debt Incurrence after the Effective
---------------
Date, the Borrower shall prepay the Loans (and/or provide cover for LC
Exposure as specified in Section 2.05(k)), and/or the Revolving Credit
Commitments and/or the Incremental Revolving Credit Commitments shall be
subject to automatic reduction, in an aggregate amount equal to 100% of the
Net Available Proceeds thereof, such prepayment and/or reduction to be
effected in each case in the manner and to the extent specified in clause
(vii) of this paragraph."
2.10. Clause (a) of Section 2.11 is hereby amended in its entirety to
read as follows:
"(a) Commitment Fee. The Borrower agrees to pay to the
--------------
Administrative Agent for account of (i) each Revolving Credit Lender a
commitment fee, which shall accrue at a rate per annum equal to the
Commitment Fee Rate on the average daily unused amount of the Revolving
Credit Commitment of such Lender during the period from and including the
Effective Date hereof to but excluding the earlier of the date such
Revolving Credit Commitment terminates and the Revolving Credit Commitment
Termination Date and (ii) each Incremental Revolving Credit Lender a
commitment fee, which shall accrue at a rate per annum on the average daily
unused amount of the Incremental Revolving Credit Commitment of such
Incremental Revolving Credit Lender as shall be agreed upon in the
respective Incremental Revolving Credit Agreement at the
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<PAGE>
time such Incremental Revolving Credit Commitment is established. Accrued
commitment fees shall be payable in arrears on each Quarterly Date and on
the earlier of the date the Revolving Credit Commitment or the Incremental
Revolving Credit Commitment, as applicable, terminates and the Revolving
Credit Commitment Termination Date or the Incremental Revolving Credit
Commitment Termination Date, as applicable, commencing on the first such
date to occur after the date hereof. All commitment fees shall be computed
on the basis of a year of 360 days and shall be payable for the actual
number of days elapsed (including the first day but excluding the last
day). For purposes of computing commitment fees with respect to the
Revolving Credit Commitments, the Revolving Credit Commitment of a Lender
shall be deemed to be used to the extent of the outstanding Revolving
Credit Loans and LC Exposure of such Lender (and the Swingline Exposure and
Foreign Currency Exposure of such Lender shall be disregarded for such
purpose)."
2.11. Clause (d) of Section 2.12 is hereby amended in its entirety to
read as follows:
"(d) Payment of Interest. Accrued interest on each Loan shall be
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payable in arrears on each Interest Payment Date for such Loan and, in the
case of (x) Revolving Credit Loans, upon termination of the Revolving
Credit Commitments and (y) Incremental Revolving Credit Loans of a Series,
upon termination of the Incremental Revolving Credit Commitments of such
Series; provided that (i) interest accrued pursuant to paragraph (c) of
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this Section shall be payable on demand, (ii) in the event of any repayment
or prepayment of any Loan (other than a prepayment of (x) a Revolving
Credit ABR Loan prior to the Revolving Credit Commitment Termination Date
or (y) an Incremental Revolving Credit ABR Loan of a Series prior to the
Incremental Revolving Credit Commitment Termination Date of such Series),
accrued interest on the principal amount repaid or prepaid shall be payable
on the date of such repayment or prepayment and (iii) in the event of any
conversion of any Eurodollar Borrowing prior to the end of the Interest
Period therefor, accrued interest on such Borrowing shall be payable on the
effective date of such conversion."
2.12. Clause (c)(iii) and (iv) of Section 2.17 are hereby amended in
their entirety to read as follows:
"(iii) each payment or prepayment of principal of Revolving Credit
Loans, Incremental Revolving Credit Loans of a Series, the Term Loan A and
the Term Loan B by the Borrower shall be made for account of the relevant
Lenders pro rata in accordance with the respective unpaid principal amounts
of the Syndicated Loans of such Class (and, if applicable, such Series)
held by them; and (iv) each payment of interest on Revolving Credit Loans,
Incremental Revolving Credit Loans of a Series, the Term Loan A and the
Term Loan B by the Borrower shall be made for account of the relevant
Lenders pro rata in accordance with the amounts of interest on such Loans
then due and payable to the respective Lenders."
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<PAGE>
2.13. Clause (a) of Section 7.01 is hereby amended in its entirety to
read as follows:
"(a) Indebtedness created hereunder and under the other Credit
Documents (including in respect of Incremental Revolving Credit Loans);"
2.14. Clause (a) of Section 7.02 is hereby amended in its entirety to
read as follows:
"(a) Liens created pursuant to the Security Documents (including in
respect of Incremental Revolving Credit Loans);"
2.15. Section 7.09 of the Credit Agreement is hereby amended in its
entirety to read as follows:
"Section 7.09. Certain Financial Covenants.
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(a) Leverage Ratio. The Borrower will not permit the Leverage Ratio
--------------
to exceed the following respective ratios at any time during the following
respective periods:
Period Ratio
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From July 1, 2000 through 6.00:1.00
September 30, 2000
From October 1, 2000 through 5.75:1.00
December 31, 2000
From January 1, 2001 through 5.50:1.00
March 31, 2001
From April 1, 2001 through 5.25:1.00
June 30, 2001
From July 1, 2001 through 5.00:1.00
September 30, 2001
From October 1, 2001 through 4.75:1.00
December 31, 2001
From January 1, 2002 through 2.75:1.00
December 31, 2002
From January 1, 2003 and 2.50:1.00
thereafter
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<PAGE>
(b) Interest Coverage Ratio. The Borrower will not permit the
-----------------------
Interest Coverage Ratio to be less than the following respective ratios as
at the last day of any fiscal quarter ending during the following
respective periods:
Period Ratio
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From July 1, 2000 through 1.00:1.00
September 30, 2000
From October 1, 2000 through 1.00:1.00
December 31, 2000
From January 1, 2001 through 1.05:1.00
March 31, 2001
From April 1, 2001 through 1.10:1.00
June 30, 2001
From July 1, 2001 through 1.15:1.00
September 30, 2001
From October 1, 2001 through 1.20:1.00
December 31, 2001
From January 1, 2002 through 3.25:1.00
December 31, 2002
From January 1, 2003 through 3.50:1.00
December 31, 2003
From January 1, 2004 through 3.75:1.00
December 31, 2005
From January 1, 2006 and 4.00:1.00
thereafter
(c) Fixed Charge Coverage Ratio. The Borrower will not permit the
---------------------------
Fixed Charge Coverage Ratio to be less than the following respective ratios
at any time during the following respective periods:
Period Ratio
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From January 1, 2000 through 0.90:1.00
September 30, 2000
From October 1, 2000 to
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<PAGE>
December 31, 2001 0.85:1.00
From January 1, 2002 and thereafter 1.25:1.00
(d) Net Worth. The Borrower will not permit its Net Worth to be less
---------
than the sum of (a) $57,500,000 plus (b) 50% of net income (if positive) of
----
the Borrower and its Subsidiaries (determined on a consolidated basis in
accordance with GAAP) for each fiscal quarter commencing with the fiscal
quarter ending June 30, 2000 minus (c) the aggregate amount of any write-
-----
downs of goodwill taken subsequent to August 24, 1999 but not exceeding
$10,000,000 minus (d) the aggregate amount of foreign currency translation
-----
losses, offset by any translation gains, subsequent to March 31, 2000, but
not exceeding $10,000,000."
Section 3. Waivers. Effective as provided in Section 5 below, the
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Lenders hereby waive any Default that has occurred and/or is continuing on or
prior to the date hereof under the provisions of Section 7.09 of the Credit
Agreement (as in effect immediately prior to giving effect to this Amendment No.
2).
Section 4. Representations and Warranties. The Borrower represents
------------------------------
and warrants to the Lenders that the representations and warranties set forth in
Article IV of the Credit Agreement are true and complete on the date hereof as
if made on and as of the date hereof and as if each reference in said Article IV
to "this Agreement" included reference to this Amendment No. 2.
Section 5. Conditions Precedent. The amendments to the Credit
--------------------
Agreement set forth in Section 2 and the waivers set forth in Section 3 shall
become effective, as of the date hereof, upon the satisfaction of the following
conditions precedent:
5.01. Execution by All Parties. This Amendment No. 2 shall have been
------------------------
executed and delivered by each of the Obligors and the Required Lenders.
5.02. Documents. The Administrative Agent shall have received the
---------
following documents, each of which shall be satisfactory to the Administrative
Agent in form and substance:
(1) Corporate Documents. Certified copies of the charter and
-------------------
by-laws (or equivalent documents) of each Obligor (or, in the alternative,
a certification to the effect that none of such documents has been modified
since delivery thereof on the Effective Date pursuant to the Credit
Agreement) and of all corporate authority for each Obligor (including board
of director resolutions and evidence of the incumbency of officers for each
Obligor) with respect to the execution, delivery and performance of this
Amendment No. 2 and the Credit Agreement as amended hereby and extensions
of credit under the Credit Agreement as amended hereby and each other
document to be delivered by each Obligor from time to time in connection
with the Credit Agreement as amended hereby (and the Administrative Agent
and each Lender may conclusively rely on such certificate until it receives
notice in writing from each Obligor to the contrary).
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<PAGE>
(2) Opinion of Counsel to the Obligors. A favorable written opinion
----------------------------------
(addressed to the Administrative Agent and the Lenders and dated as of a
date acceptable to the Administrative Agent) of (i) Calfee, Halter &
Griswold LLP, counsel for the Obligors, and (ii) such other counsel to one
or more of the Obligors, in each case in form and substance satisfactory to
the Administrative Agent covering such matters relating to the Obligors and
this Amendment No. 2 as the Administrative Agent shall reasonably request
(and each Obligor hereby instructs such counsel to deliver such opinion to
the Lenders and the Administrative Agent).
(3) Other Documents. Such other documents as the Administrative
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Agent or any lender or Milbank, Tweed, Hadley & McCloy LLP, special New
York counsel to Chase, may reasonably request.
5.03. Amendment Fee. The Administrative Agent shall have received
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for account of each Lender that consents to this Amendment No. 2 (evidenced by
receipt by the Administrative Agent of an executed counterpart of this Amendment
No. 2) by 5:00 p.m., New York City time, on October 10, 2000 an amendment fee in
an amount equal to 0.25% of the sum of Revolving Credit Exposures and unused
Revolving Credit Commitments, outstanding A Term Loans, and outstanding B Term
Loans of each such Lender.
Section 5. Miscellaneous. The Borrower shall pay all reasonable
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expenses incurred by the Administrative Agent, including the reasonable fees,
charges and disbursements of Milbank, Tweed, Hadley & McCloy LLP, special New
York counsel to Chase, in connection with the preparation, negotiation,
execution and delivery of this Amendment No. 2. Except as herein provided, the
Credit Agreement shall remain unchanged and in full force and effect. This
Amendment No. 2 may be executed in any number of counterparts, all of which
taken together shall constitute one and the same amendatory instrument and any
of the parties hereto may execute this Amendment No. 2 by signing any such
counterpart. This Amendment No. 2 shall be governed by, and construed in
accordance with, the law of the State of New York.
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<PAGE>
IN WITNESS WHEREOF, the parties hereto have caused this Amendment No.
2 to be duly executed by their respective authorized officers as of the day and
year first above written.
CHART INDUSTRIES, INC.
By /s/ Don A. Baines
-----------------------------
Name: Don A. Baines
Title: Chief Financial Officer and Treasurer
SUBSIDIARY BORROWERS
--------------------
CHART HEAT EXCHANGERS LIMITED
By /s/ Don A. Baines
-----------------------------
Name: Don A. Baines
Title: Director
CHART-AUSTRALIA PTY, LTD.
By /s/ Arthur S. Holmes
-----------------------------
Name: Arthur S. Holmes
Title: Director
-13-
<PAGE>
SUBSIDIARY GUARANTORS
---------------------
ALTEC, INC.
By /s/ Don A. Baines
----------------------------
Name: Don A. Baines
Title: Assistant Secretary
CHART HEAT EXCHANGERS LIMITED
PARTNERSHIP
By: CHART MANAGEMENT COMPANY, INC.,
as its sole general partner
By /s/ Don A. Baines
----------------------------
Name: Don A. Baines
Title: Secretary and Treasurer
CHART INDUSTRIES FOREIGN SALES
CORPORATION
By /s/ Don A. Baines
----------------------------
Name: Don A. Baines
Title: Secretary and Treasurer
CHART INTERNATIONAL INC.
By /s/ Don A. Baines
----------------------------
Name: Don A. Baines
Title: Treasurer and Chief Financial
Officer
-14-
<PAGE>
CHART MANAGEMENT COMPANY, INC.
By /s/ Don A. Baines
-----------------------------
Name: Don A. Baines
Title: Secretary and Treasurer
CHART LEASING, INC.
By /s/ Don A. Baines
-----------------------------
Name: Don A. Baines
Title: Secretary and Treasurer
CHART CRYOGENIC SERVICES, INC.
By /s/ Don A. Baines
-----------------------------
Name: Don A. Baines
Title: Assistant Secretary
CHART, INC.
By /s/ Don A. Baines
-----------------------------
Name: Don A. Baines
Title: Secretary and Treasurer
CHART INTERNATIONAL HOLDINGS, INC.
By /s/ Don A. Baines
-----------------------------
Name: Don A. Baines
Title: Secretary and Treasurer
CHART ASIA, INC.
By /s/ Don A. Baines
-----------------------------
Name: Don A. Baines
Title: Secretary and Treasurer
-15-
<PAGE>
CAIRE INC.
By /s/ Don A. Baines
------------------------------
Name: Don A. Baines
Title: Secretary and Treasurer
-16-
<PAGE>
LENDERS
-------
THE CHASE MANHATTAN BANK,
individually and as Administrative Agent
By /s/ Henry W. Centa
-----------------------------------
Name: W. Centa
Title: Vice President
NATIONAL CITY BANK
By /s/ Anthony J. DiMare
-----------------------------------
Name: Anthony J. DiMare
Title: Senior Vice President
BANK ONE, MICHIGAN
By /s/ Paul R. DeMelo
-----------------------------------
Name: Paul R. DeMelo
Title: Managing Director
VAN KAMPEN PRIME RATE INCOME TRUST
By: Van Kampen Investment Advisory Corp.
By /s/ Darvin D. Pierce
-----------------------------------
Name: Darvin D. Pierce
Title: Vice President
SENIOR DEBT PORTFOLIO
By: Boston Management and Research,
as Investment Advisor
By: /s/ Payson F. Swaffield
-----------------------------------
Name: Payson F. Swaffield
Title: Vice President
-17-
<PAGE>
U.S. BANK NATIONAL ASSOCIATION
By __________________________________
Name:
Title:
UNION BANK OF CALIFORNIA, N.A.
By /s/ J. Scott Jessup
----------------------------------
Name: J. Scott Jessup
Title: Vice President
FLEET NATIONAL BANK
By __________________________________
Name:
Title:
GENERAL ELECTRIC CAPITAL CORPORATION
By /s/ Gregory Hong
----------------------------------
Name: Gregory Hong
Title: Duly Authorized Signatory
HARRIS TRUST AND SAVINGS BANK
By /s/ Michael J. Johnson
----------------------------------
Name: Michael J. Johnson
Title: Vice President
-18-
<PAGE>
THE HUNTINGTON NATIONAL BANK
By /s/ Laura L. Conway
----------------------------------
Name: Laura L. Conway
Title: Vice President
NATIONSBANK, N.A.
By __________________________________
Name:
Title:
STATE STREET BANK AND TRUST
COMPANY
By __________________________________
Name:
Title:
BANK AUSTRIA CREDITANSTALT
CORPORATE FINANCE, INC.
By __________________________________
Name:
Title:
FIRST MERIT BANK N.A.
By /s/ Robert W. Carpenter
----------------------------------
Name: Robert W. Carpenter
Title: Executive Vice President
-19-
<PAGE>
KEYBANK NATIONAL ASSOCIATION
By __________________________________
Name:
Title:
KZH RIVERSIDE LLC
By /s/ Susan Lee
----------------------------------
Name: Susan Lee
Title: Authorized Agent
KZH STERLING LLC
By /s/ Susan Lee
----------------------------------
Name: Susan Lee
Title: Authorized Agent
KZH CYPRESSTREE - 1 LLC
By /s/ Susan Lee
----------------------------------
Name: Susan Lee
Title: Authorized Agent
-20-
