AMENDMENT NO. 2
This Amendment No. 2 dated as of March 26, 1999 ("Agreement") is among
HydroChem Industrial Services, Inc., a Delaware corporation ("Borrower"), the
banks party to the Credit Agreement described below ("Banks"), and NationsBank,
N.A. (successor in interest by merger to NationsBank of Texas, N.A.), as Agent
for the Banks ("Agent").
INTRODUCTION
A. The Borrower, the Agent and the Banks are parties to the Credit
Agreement dated as of December 31, 1997, as amended by the Letter Agreement
dated as of March 6, 1998, the Letter Agreement dated as of August 14, 1998, and
Amendment No. 1 dated as of September 30, 1998 (as so amended, the "Credit
Agreement").
B. The Borrower has requested that the Banks agree to make certain
amendments to the Credit Agreement.
C. The Borrower, as holder of that certain Promissory Note dated as of
April 9, 1998 made by B. Xxx Xxxxxx, Jr. in the principal amount of Two Hundred
Eighty-five Thousand Six Hundred- one and No/100 Dollars ($285,601.00) (the
"Xxxxxx Note"), desires to assign its rights as holder of the Xxxxxx Note,
including its right to receive payments thereunder, to HydroChem Holding, Inc.,
a Delaware corporation (such assignment is referred to herein as the "Note
Assignment"). The Borrower has requested that the Agent and the Banks consent to
the Note Assignment.
THEREFORE, the Borrower, the Agent and the Banks hereby agree as
follows:
Section 1. Definitions; References. Unless otherwise defined in this
Agreement, terms used in this Agreement which are defined in the Credit
Agreement shall have the meanings assigned to such terms in the Credit
Agreement.
Section 2. Consent. The Agent and Banks hereby (a) consent to the Note
Assignment as described above and (b) waive any and all Defaults or Events of
Default that may arise under Section 5.9 of the Credit Agreement as a result of
the Note Assignment. This waiver is limited to the extent described herein and
shall not be construed to be a consent to or a waiver of any other actions
prohibited by the Credit Agreement. The Agent and each of the Banks reserves the
right to exercise any rights and remedies available to it in connection with any
future defaults with respect to Section 5.9 of the Credit Agreement or any other
provision of any Credit Document. Further, if the Note Assignment is not
completed as described above, all consents granted hereunder shall be void.
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Section 3. Amendments.
(a) Section 1.1. Section 1.1 is hereby amended by deleting the
definitions of "Applicable Margin" and "EBITDA" contained in such Section and
replacing them with the following new definitions for such terms:
"Applicable Margin" means, with respect to interest rates, letter of
credit fees and commitment fees and as of any date of its determination, an
amount equal to the percentage amount per annum set forth in the table below
opposite the applicable Tier set forth below determined as a function of the
Leverage Ratio:
Applicable Margin Applicable Applicable
Leverage Applicable Margin for Prime Rate Letter of Commitment
Tier Ratio for LIBOR Tranche Tranches Credit Fees Fees
---- ----- ----------------- -------- ----------- ----
I x<3.50 1.75% 0.00% 1.75% 0.25%
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II 3.50