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:
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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 herein provided;
NOW THEREFORE, it is agreed:
I. First Amendment to Credit Agreement.
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1. The Lenders hereby agree (i) that Section 9.04(xi) of the
Credit Agreement is hereby amended by deleting the amount "$500,000" appearing
in the last line thereof and inserting the amount "$1,000,000" in lieu thereof,
and (ii) that as of the Amendment Effective Date (as defined below) the
foregoing amendment to Section 9.04(xi) shall be deemed to have been effective
as of the Initial Borrowing Date and any Default or Event of Default that has
arisen solely as a result of such indebtedness under Section 9.04(xi) being in
excess of $500,000 and less than or equal to $1,000,000 is hereby waived.
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
Amendment Effective Date (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 Amendment Effective Date, 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 become effective on the date (the
"Amendment Effective Date") when 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. From and after the 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.
* * *
2
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
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Name: Selby F. Little, III
Title:Executive Vice President
Chief Financial Officer
HYDROCHEM INDUSTRIAL SERVICES, INC.
By: /s/ Selby F. Little, III
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Name: Selby F. Little, III
Title:Executive Vice President
Chief Financial Officer
BANK OF AMERICA, N.A.
Individually and as Administrative Agent
By: /s/ Xxxx X. XXxxxx
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Name: Xxxx X. XXxxxx
Title:Managing Director
XXXXX FARGO BANK (TEXAS), NATIONAL
ASSOCIATION
By: /s/ Xxxxx Xxxxxx
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Name: Xxxxx Xxxxxx
Title:Vice President
NATEXIS BANQUE - BFCE
By: /s/ Xxxxxx Xxxxx
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Name: Xxxxxx Xxxxx
Title:Assistant Vice President
By: /s/ Xxxxx X. Xxxxxxx, III
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Name: Xxxxx X. Xxxxxxx, III
Title:Vice President and Group Manager
NATIONAL CITY BANK OF KENTUCKY
By: /s/ Xxx Xxxxxxx
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Name: Xxx Xxxxxxx
Title:Vice President