Exhibit 10.17
THIRD AMENDMENT
TO
CREDIT AGREEMENT
This Third Amendment to Credit Agreement (this "Amendment") is executed
at Cleveland, Ohio as of July 25, 1998 by and among CHART INDUSTRIES, INC., a
Delaware Corporation ("Parent"), ALTEC INTERNATIONAL LIMITED PARTNERSHIP
("Altec"), ALTEC, INC. ("AI"), CHART MANAGEMENT COMPANY, INC. ("Chart
Management"), CHART INDUSTRIES FOREIGN SALES CORPORATION ("Chart Foreign"),
GREENVILLE TUBE CORPORATION ("Greenville"), PROCESS SYSTEMS INTERNATIONAL,
INC. ("PSI"), CRYENCO SCIENCES, INC. ("Sciences"), CRYENCO, INC. ("CI"),
CHART UK INVESTMENTS LIMITED PARTNERSHIP ("Chart UK"), and CHART XXXXXXX LTD.
("Chart Xxxxxxx")("The Parent, Altec, AI, Chart Management, Chart Foreign,
Greenville, PSI, Sciences, CI, Chart UK and Chart Xxxxxxx being referred to
collectively as the Borrowing Group") and NATIONAL CITY BANK("NCB") and NBD
BANK ("NBD") (NCB and NBD being referred to jointly as the "Banks" and singly
as a "Bank") and NATIONAL CITY BANK, as agent for the Banks ("the Agent").
WHEREAS, the Borrowing Group, the Banks and the Agent entered into a credit
agreement dated as of July 29, 1997, as amended by a First Amendment to Credit
Agreement dated as of October 8, 1997 and a Second Amendment to Credit Agreement
dated March 5, 1998 (collectively, the "Credit Agreement"; all terms used in the
Credit Agreement being used herein with the same meaning); and
WHEREAS, the Borrowing Group and the Banks want to make certain changes in
the Credit Agreement.
NOW, THEREFORE, the Borrowing Group and the Banks agree as follows:
1. AMENDMENT TO SECTION 7.19. Section 7.19 is hereby amended by deleting
the reference to "Forty-One Million Dollars ($41,000,000.00)" and replacing it
with "Forty-Five Million Dollars ($45,000,000.00)."
2. REPRESENTATIONS AND WARRANTIES. The Borrowing Group hereby represents
and warrants to Banks that:
(A) The articles of incorporation and the code of regulations or
by-laws of each member of the Borrowing Group has not been amended since the
execution of the Second Amendment to Credit Agreement;
(B) The Board of Directors of each member of the Borrowing Group has
authorized the execution, delivery and performance of this Amendment by such
member;
(C) None of the representations and warranties made in Article IV of
the Credit Agreement has ceased to be true and complete in any material respect
as of the date hereof; and
(D) As of the date hereof no Possible Default or Event of Default has
occurred that is continuing.
3. ACKNOWLEDGMENTS CONCERNING OUTSTANDING LOANS. The Borrowing Group
acknowledges and agrees that, as of the date hereof, all of its outstanding
Obligations to the Bank are owed without any offset, defense, claim or
counterclaim of any nature whatsoever.
4. REFERENCES. On and after the effective date of this Amendment, each
reference in the Credit Agreement to "this Agreement", "hereunder", "hereof", or
words of like import referring to the Credit Agreement, and each reference in
the Revolving Notes to the "Credit Agreement", "thereof", or words of like
import referring to the Credit Agreement shall mean and refer to the Credit
Agreement as amended hereby. The Credit Agreement, as amended by this
Amendment, is and shall continue to be in full force and effect and is hereby
ratified and confirmed in all respects. The execution, delivery and
effectiveness of this Amendment shall not operate as a waiver of any right,
power or remedy of the Banks under the Credit Agreement or constitute a waiver
of any provision of the Credit Agreement except as specifically set forth
herein.
5. COUNTERPARTS AND GOVERNING LAW. This Amendment may be executed in any
number of counterparts, each counterpart to be executed by one or more of the
parties but, when taken together, all counterparts shall constitute one
agreement. This Amendment, and the respective rights and obligations of the
parties hereto, shall be construed in accordance with and governed by Ohio law.
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IN WITNESS WHEREOF, the Borrowing Group and the Banks have executed this
Amendment at the time and place first above mentioned.
CHART INDUSTRIES, INC. CHART MANAGEMENT COMPANY, INC.
By: /s/ Xxx X. Xxxxxx By: /s/ Xxx X. Xxxxxx
------------------------------- -------------------------------
Xxx X. Xxxxxx, Xxx X. Xxxxxx,
Treasurer and CFO Secretary and Treasurer
ALTEC INTERNATIONAL LIMITED CHART INDUSTRIES FOREIGN SALES
PARTNERSHIP CORPORATION
By: CHART MANAGEMENT COMPANY, INC. By: /s/ Xxx X. Xxxxxx
its sole general partner -------------------------------
Xxx X. Xxxxxx,
Secretary and Treasurer
By: /s/ Xxx X. Xxxxxx
-------------------------------
Xxx X. Xxxxxx, Secretary and
Treasurer
ALTEC, INC. PROCESS SYSTEMS INTERNATIONAL, INC.
By: /s/ Xxx X. Xxxxxx By: /s/ Xxx X. Xxxxxx
------------------------------- -------------------------------
Xxx X. Xxxxxx, Assistant Xxx X. Xxxxxx, Assistant
Secretary Clerk
GREENVILLE TUBE CORPORATION CRYENCO SCIENCES, INC.
By: /s/ Xxx X. Xxxxxx By: /s/ Xxx X. Xxxxxx
------------------------------- -------------------------------
Xxx X. Xxxxxx, Assistant Xxx X. Xxxxxx, Secretary and
Secretary Treasurer
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CRYENCO, INC.
By: /s/ Xxx X. Xxxxxx
-------------------------------
Xxx X. Xxxxxx, Secretary,
Treasurer and Chief
Financial Officer
NATIONAL CITY BANK
By: /s/ Xxxxxxx X. XxXxxx
-------------------------------
Xxxxxxx X. XxXxxx,
Senior Vice President
NBD BANK
By: /s/ Xxxx X. XxXxxx
-------------------------------
Xxxx X. XxXxxx, Vice President
NATIONAL CITY BANK, as Agent
By: /s/ Xxxxxxx X. XxXxxx
-------------------------------
Xxxxxxx X. XxXxxx,
Senior Vice President
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The undersigned hereby execute this Third Amendment to Credit Agreement in order
to acknowledge that each of them is a "Company" and a "Subsidiary" and therefore
bound by the terms and conditions of the Credit Agreement, as amended hereby,
applicable to Companies and Subsidiaries, including, without limitation, the
negative covenants contained in Article VII of the Credit Agreement, subject to
exception as provided herein. Notwithstanding the foregoing neither of the
undersigned is a member of the Borrowing Group nor liable for any payment
obligations under the Credit Agreement, as amended hereby.
CHART UK INVESTMENTS LIMITED PARTNERSHIP
By: Chart Management, Inc.
By: /s/ Xxx X. Xxxxxx
-------------------------------
Xxx X. Xxxxxx, Secretary
and Treasurer
CHART XXXXXXX LTD.
By: /s/ Xxx X. Xxxxxx
-------------------------------
Xxx X. Xxxxxx, Director
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