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EXHIBIT 10-16.2
SIXTH AMENDMENT
This Sixth Amendment (this "Amendment") is executed at Cleveland, Ohio
as of July 30, 1996 by and among CHART INDUSTRIES, INC., a Delaware corporation
(referred to hereinafier as the "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"), and PROCESS
SYSTEMS INTERNATIONAL, INC. ("PSI") (the Parent, ALTEC, AI, Chart Management,
Chart Foreign, Greenville and PSI being referred to collectively as the
"Borrowing Group") and NATIONAL CITY BANK ("NCB") and NBD BANK ("NBD") (NCB and
NBD being referred to collectively as the "Banks" and singly as a "Bank") and
NATIONAL CITY BANK, as agent for the Banks (the "Agent").
WHEREAS, the Borrowing Group, Banks and Agent entered into a credit
agreement dated as of December 2, 1994, as amended by First Amendment dated as
of April 18, 1995 and Second Amendment dated as of July 7, 1995, a Third
Amendment dated as of October 1, 1995, a Fourth Amendment dated as of December
18, 1995 and a Fifih Amendment dated as of December 31, 1995 (as amended, the
"Credit Agreement"; all terms used in the Credit Agreement being used herein
with the same meaning) wherein Banks agreed to make Revolving Loans to the
Borrowing Group on a revolving basis and to participate in letters of credit
issued by Agent during the Revolving Period, under certain terms and conditions,
aggregating not more than the principal amount of twenty-five million dollars
($25,000,000); and
WHEREAS, the Borrowing Group, Banks and Agent want to make certain
changes in the Credit Agreement;
NOW, THEREFORE, the Borrowing Group, Banks and Agent agree as follows:
1. The table contained in the definition of "Libor Margin" in
Section 1.01 of the Credit Agreement is hereby amended in its
entirety to read as follows:
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Fixed Charge Libor Margin
Leverage Ratio Coverage Ratio (in basis points)
-------------- -------------- -----------------
Less than or equal Greater than or equal
to 1.49:1 to 2.26:1 100
Greater than 1.49:1 Greater than or equal to 2.01
but less than 2.25:1 but less than 2.26:1 125
Greater than or equal Greater than or equal to 1.75:1
to 2.25:1 but less than but less than 2.01:1 137
or equal to 2.40:1
Greater than 2.40:1 Greater than or equal to 1.50:1
but less than 2.50:1 but less than 1.75:1 150
Greater than or equal Less than 1.50
to 2.50:1 175
2. The dates of August 31, 1996 and August 31, 1997 contained in
Sections 2.04 and 2.17 of the Credit Agreement are amended to June 30,1998.
3. The table contained in Section 2.24 of the Credit Agreement is
hereby amended in its entirety to read as follows:
Fixed Charge Commission
Leverage Ratio Coverage Ratio Percentage
-------------- -------------- ----------
Less than or equal Greater than or equal
to 1.49:1 to 2.26:1 1.00%
Greater than 1.49:1 Greater than or equal
but less than 2.25:1 to 2.01 but less
than 2.26:1 1.00%
Greater than or equal Greater than or equal to
to 2.25:1 but less than 1.75:1 but less than 2.01:1
or equal to 2.40:1 1.10%
Greater than 2.40:1 Greater than or equal to
but less than 2.50:1 1.50:1 but less than 1.75:1 1.25%
Greater than or equal Less than 1.50
to 2.50:1 1.25%
4. Section 4.03 of the Credit Agreement is amended by inserting the
phrase "but in all cases, excluding all accounts, accounts receivable, and
inventory", after the words "properties and assets" in the third and fourth
lines thereof. In addition thereto, and without limiting such amendment to
Section 4.03, any and all references, direct or indirect, to the inclusion of
accounts, accounts receivable or inventory in the Collateral or as subject to
any Collateral Security Document are hereby deleted in their entirety and are
null and void.
5. The text of Section 7.10 of the Credit Agreement is hereby
amended in its entirety to read as follows:
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The Borrowing Group will have and maintain a Consolidated
Tangible Net Worth in an amount not less than the required minimum amount in
effect at the time in question. The required minimum amount shall be Sixteen
Million Dollars ($16,000,000) EXCEPT that that amount shall be permanently
increased on December 31, 1996 and on each December 31 thereafter by an amount
equal to twenty-five percent (25%) of the Borrowing Group's Consolidated net
income, if any, after taxes, for the fiscal year then ending.
6. The text of Section 7.11 of the Credit Agreement is hereby
amended in its entirety to read as follows:
The Borrowing Group will have and maintain at all times a ratio
of Total Liabilities to Consolidated Tangible Net Worth of not more
than 2.50 to 1.0.
7. The text of Section 7.12 of the Credit Agreement is hereby
amended in its entirety to read as follows:
The Borrowing Group will have and maintain at all times a Pretax
Interest Coverage Ratio of not less than 3.50 to 1.0 for each Quarter
(based on the cumulative results for the most-recently concluded
Four-Quarter Period).
8. The text of Section 7.13 of the Credit Agreement is hereby
amended in its entirety to read as follows:
The Borrowing Group will have and maintain at all times a Fixed
Charge Coverage Ratio of not less than 1.25 to 1.0, which will be
calculated based on the cumulative results of each Quarter (based on
the cumulative results for the most-recently concluded Four-Quarter
Period).
9. The text of Section 7.14 of the Credit Agreement is hereby
amended in its entirety to read as follows:
The Borrowing Group will have and maintain at all times a ratio
of Current Assets to Current Liabilities of not less than 1.15 to 1.0.
10. Clause A of Section 8.09 of the Credit Agreement is hereby
amended in its entirety to read as follows:
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(A) the payment of an annual cash dividend which shall not
exceed Three Million Dollars ($3,000,000) in any Fiscal
Year which may be declared and paid only so long as no
Possible Default or Event of Default exists on the date
of declaration or payment thereof; and
11. CONDITIONS PRECEDENT. It is a condition precedent to the
effectiveness of this Amendment that, prior to or on the date hereof, the
following items shall have been delivered to Agent (in form and substance
acceptable to Banks):
(A) A Certificate, dated as of the date hereof, of the
secretary of each member of the Borrowing Group certifying (1) that
such Borrower's articles or certificate of incorporation and code of
regulations or by-laws have not been amended since the
execution of the Credit Agreement (or certifying that true,
correct and complete copies of any amendments are attached),
(2) that copies of resolutions of the Board of Directors of
Borrower are attached with respect to the approval of this
Amendment and of the matters contemplated hereby and authorizing
the execution, delivery and performance by such Borrower of this
Amendment and each other document to be delivered pursuant hereto
and (3) as to the incumbency and signatures of the officers of
such Borrower signing this Amendment and each other document to
be delivered pursuant hereto;
(B) Such other documents as Agent may request to implement this
Amendment and the transactions contemplated hereby.
If Banks and Agent shall consummate the transactions contemplated hereby
prior to the fulfillment of any of the conditions precedent set forth above, the
consummation of such transactions shall constitute only an extension of time for
the fulfillment of such conditions and not a waiver thereof. If any of the
conditions precedent set forth above shall not be fulfilled by August 31, 1996,
the Borrowing Group expressly agree that the same shall constitute an Event of
Default pursuant to Article X of the Credit Agreement.
12. REPRESENTATIONS AND WARRANTIES. Borrower hereby represents and
warrants to Bank that:
(A) None of the representations and warranties made in Section
6.01 of the Credit Agreement has ceased to be true and complete in
any material respect as of the date hereof; and
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(B) As of the date hereof no "Possible Default" has occurred
that is continuing.
13. ACKNOWLEDGMENTS CONCERNING OUTSTANDING LOANS. The Borrowing
Group acknowledges and agrees that, as of the date hereof, all of their
outstanding Obligations to Banks are owed without any offset, defense, claim or
counterclaim of any nature whatsoever.
14. 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 or other Loan Documents 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 Banks or Agent under the Credit Agreement or constitute a
waiver of any provision of the Credit Agreement except as specifically set forth
herein.
15. 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, Banks and Agent have
executed this Amendment at the time and place first above mentioned.
CHART INDUSTRIES, INC. PROCESS SYSTEMS INTERNATIONAL,
INC.
By: /s/ Don A. Baines
----------------------- By: /s/ Don A. Baines
Chief Financial Officer -------------------------
Ass't Clerk
ALTEC INTERNATIONAL LIMITED
PARTNERSHIP NATIONAL CITY BANK
By: CHART MANAGEMENT COMPANY,
INC., its sole general partner By: /s/ A. J. DiMare Vice Pres
-------------------------
By: /s/ Don A. Baines
------------------------
ALTEC, INC. NBD BANK
By: /s/ Don A. Baines By: /s/ Jim A. Ferris
------------------------ -------------------------
Ass't Secy Vice President
GREENVILLE TUBE CORPORATION NATIONAL CITY BANK, as Agent
By: /s/ Don A. Baines By: /s/ A.J. DiMare Vice Pres
------------------------ -------------------------
Ass't Secy
CHART MANAGEMENT COMPANY, INC.
By: /s/ Don A. Baines
------------------------
Secretary & Treas.
CHART INDUSTRIES FOREIGN SALES
CORPORATION
By: /s/ Don A. Baines
-------------------------
Secy & Treas.
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