Exhibit 10.4
AMENDMENT NO. 8
AMENDMENT NO. 8 (this "Amendment No. 8") dated as of April 30, 2003
to the Credit Agreement referred to below, between CHART INDUSTRIES, INC., a
Delaware corporation (the "Borrower"); 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
"Subsidiary Guarantors" and, together with the Borrower, the "Obligors"); and
JPMORGAN CHASE BANK, as administrative agent for the Lenders (in such capacity,
together with its successors in such capacity, the "Administrative Agent").
The Borrower, Chart Heat Exchangers Limited (formerly known as Chart
Marston Limited) as the Subsidiary Borrower (the "Subsidiary Borrower"), 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 immediately prior to
the effectiveness of this Amendment No. 8, the "Credit Agreement"), providing,
subject to the terms and conditions thereof, for loans and other extensions of
credit to be made by said lenders to the Borrower in an aggregate principal or
face amount as specified therein. The Borrower, 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
No. 8, terms defined in the Credit Agreement are used herein as defined therein.
Section 2. Amendments. Subject to the satisfaction of the conditions
precedent specified in Section 5, but effective as of the date hereof, the
Credit Agreement shall be amended as follows:
2.01. General References. 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. Definitions. 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:
"Amendment No. 8" means Amendment No. 8 dated as of April 30, 2003 to
this Agreement.
Amendment No. 8
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"Amendment No. 8 Effective Date" means the date on which Amendment
No. 8 shall become effective.
"Approved Budget" means the "Chart Industries, Inc. Consolidated
Weekly Cash Flow Forecast" attached as Schedule I to Amendment No. 8.
"Approved Dispositions" means the Dispositions permitted under
clauses (vi), (vii), (viii) and (ix) of Section 7.03(b).
"Asset Sales Proceeds Account" means the collateral account referred
to as such in the last paragraph of Section 2.10(b)(v).
"Bechtel Letter of Credit" means each Letter of Credit issued
pursuant to Section 2.05(m); and, notwithstanding anything herein to the
contrary, the term "Letter of Credit" as used in this Agreement and the
other Credit Documents shall include each Bechtel Letter of Credit.
"Bechtel Letter of Credit Account" means the collateral account
referred to as such in the last paragraph of Section 2.10(b)(v).
"Columbus Disposition" means any Approved Disposition permitted under
clauses (vi) and (vii) of Section 7.03(b).
"Deferral Date" means June 30, 2003.
"Greenville Tube" means Greenville Tube, LLC, a Wholly Owned
Subsidiary of the Borrower.
"Greenville Tube Disposition" means the Disposition of certain assets
of Greenville Tube permitted under clause (ix) of Section 7.03(b).
"March 2003 Interest Payment" has the meaning assigned to such term
in Section 2.12(d).
"Steering Committee" means the Lenders' Steering Committee as
constituted from time to time.
"Waiver Maturity Date" means June 30, 2003.
2.03 Bechtel Letters of Credit. Section 2.05 of the Credit Agreement
is hereby amended by inserting a new clause (m) to read as follows:
"(m) Bechtel Letters of Credit. Pursuant to Section 2.05(a), the
Borrower may request that JPMorgan Chase Bank as Issuing Lender issue, at
any time from and after the Amendment No. 8 Effective Date to and including
June 30, 2003, one or more standby letters of credit each for the
Borrower's account and for the benefit of Bechtel
Amendment No. 8
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Group, Inc. and/or one or more of its affiliates, divisions or subsidiaries
in an aggregate maximum face amount of up to $5,000,000 and otherwise each
in such form as is acceptable to such Issuing Lender in its reasonable
determination. Each Bechtel Letter of Credit will be issued, subject to the
terms and conditions set forth herein, in accordance with this Section
2.05, provided that concurrently with, and as a condition to, the issuance
of each Bechtel Letter of Credit (or on any date on which the face amount
of such Letter of Credit shall be increased pursuant to the terms thereof
or any amendment thereto) the Borrower shall prepay Revolving Credit Loans
in an aggregate principal amount pursuant to Section 2.10(a) (except that
the Revolving Credit Lenders hereby waive prior notice of such prepayment)
equal to the then available face amount of such Letter of Credit, together
with interest on the amount prepaid, and such prepayment shall be made
solely from the Net Available Proceeds of the Columbus Dispositions or from
funds that shall be withdrawn from the Asset Sales Proceeds Account or the
Bechtel Letter of Credit Account, as applicable, on the date of such
issuance, increase or amendment, as the case may be, pursuant to Section
2.10(b)(v)."
2.04. Disposition of Proceeds of Approved Dispositions. Section
2.10(b)(v) of the Credit Agreement is hereby amended by (a) deleting the last
two paragraphs thereof and (b) inserting the following new paragraphs at the end
thereof to read as follows:
"Notwithstanding the foregoing, the Net Available Proceeds of
any Columbus Disposition (notwithstanding that such Disposition was
consummated prior to the Amendment No. 8 Effective Date) shall be retained
by the Borrower and used by it solely for the payment of up to 110% of the
costs and expenses of the Borrower and its Subsidiaries that are set forth
in the Approved Budget and at the times not earlier than the times
specified in the Approved Budget with respect to the respective budgeted
items.
Notwithstanding the foregoing, the Net Available Proceeds of the
Approved Disposition permitted under clause (viii) of Section 7.03(b) and
an amount equal to one-half of the Net Available Proceeds of the Greenville
Tube Disposition shall be paid to the Administrative Agent on the date of
consummation of such Disposition and deposited into the Asset Sales
Proceeds Account, and shall be applied by the Administrative Agent as
follows:
(I) first, on the date of consummation of the first such
Disposition to occur, to pay or reimburse all unpaid fees, expenses
and other costs of the Administrative Agent and the members of the
Steering Committee (including fees and expenses of Milbank, Tweed,
Hadley & McCloy LLP, counsel to the Administrative Agent, and FTI
Consulting) payable under Section 10.03(a) of the Credit Agreement
for which invoices shall have theretofore been furnished to the
Borrower and the Administrative Agent (and which invoices shall have
been approved by the Administrative Agent to be paid on such date),
and a retainer for each of such professional firms in an amount
agreed upon between the Administrative Agent and the Borrower;
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(II) second, after payment of all amounts under clause (I)
above, to pay the March 2003 Interest Payment, provided that the
aggregate payments under clause (I) and this clause (II) shall not
exceed $1,363,000; and
(III) next, after payment of all amounts under clauses (I) and
(II) above, upon at least two Business Days' prior written request by
the Company to the Administrative Agent and the Steering Committee,
to the extent of any funds in the Asset Sales Proceeds Account, to
pay to the Borrower in accordance with its instructions the aggregate
amount specified in such request (but without duplication of any
prior request made under this clause (III)) which will be used by the
Borrower solely for the payment of costs and expenses of the Borrower
and its Subsidiaries that are scheduled to be paid within a period of
7 days following such request as specified in the Approved Budget
(which requested amount may not exceed 110% of such costs and
expenses for such period).
Notwithstanding the foregoing, if at any time prior to the consummation of
the Greenville Tube Disposition, the Borrower shall request the issuance of
the Bechtel Letter of Credit, then concurrently with such issuance the
Borrower may either use a portion of the Net Available Proceeds from the
Columbus Dispositions or request an amount to be withdrawn by the
Administrative Agent from the Asset Sales Proceeds Account and applied to
prepay Revolving Credit Loans (together with interest on the amount
prepaid) as required by the proviso under Section 2.05(m).
Notwithstanding the foregoing, an amount equal to the remaining
one-half of the Net Available Proceeds of the Greenville Tube Disposition
shall be paid to the Administrative Agent on the date of consummation
thereof and deposited into the Bechtel Letter of Credit Account, and shall
be applied by the Administrative Agent as follows:
(A) on the date of issuance of each Bechtel Letter of Credit
(or on the date of any increase in the face amount thereof pursuant
to the terms thereof or any amendment thereto), an amount shall be
withdrawn from the Bechtel Letter of Credit Account and applied to
prepay Revolving Credit Loans (together with interest on the amount
prepaid) as required by the proviso under Section 2.05(m); and
(B) at any time following notice by the Borrower to the
Administrative Agent that either (i) no other Bechtel Letter of
Credit shall be issued or (ii) no further increases in the amount of
any Bechtel Letter of Credit shall be required, the Borrower may
request, by written notice to the Administrative Agent and the
Steering Committee, the withdrawal of amounts held in the Bechtel
Letter of Credit Account for such purposes as shall be specified in
such notice, such withdrawal to be subject to the approval of the
Administrative Agent and the Steering Committee in their sole
discretion (and, if so approved, the Administrative Agent shall pay
to the Borrower in accordance with its instructions such approved
amounts, which will be used by the Borrower solely for such specified
purposes);
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provided that, notwithstanding anything herein to the contrary, if, prior
to depositing any amounts in the Bechtel Letter of Credit Account, any
portion of the Columbus Dispositions shall have been used or any amount
shall have been withdrawn from the Asset Sales Proceeds Account in respect
of the issuance of any Bechtel Letter of Credit pursuant to the last
sentence of the immediately preceding paragraph, a portion of the Net
Available Proceeds of the Greenville Tube Disposition equal to such amount
that would otherwise be deposited into the Bechtel Letter of Credit Account
as provided above shall be instead be deposited into the Asset Sales
Proceeds Account.
As of the Amendment No. 8 Effective Date, the Administrative Agent
shall establish under, and subject to, Section 4 of the Security Agreement
two additional cash collateral accounts (which may be created as
sub-accounts of the Collateral Account): (i) a cash collateral account
herein referred to as the "Bechtel Letter of Credit Account"; and (ii) a
cash collateral account herein referred to as the "Asset Sales Proceeds
Account"), and for these purposes the Borrower hereby grants a security
interest to the Administrative Agent for the benefit of the Lenders and the
Administrative Agent in the Bechtel Letter of Credit Account and the Asset
Sales Proceeds Account and in any financial assets (as defined in the
Uniform Commercial Code) or other property held therein. References to the
"Collateral Account" in this Agreement and the other Credit Documents shall
be deemed to include the Bechtel Letter of Credit Account and the Asset
Sales Proceeds Account (unless the context requires otherwise). The balance
from time to time in the Bechtel Letter of Credit Account and/or the Asset
Sales Proceeds Account shall constitute part of the Collateral (as defined
in the Security Agreement) securing the Secured Obligations (as defined
therein) and shall not constitute payment of the Secured Obligations until
applied against such obligations as provided herein or in the Security
Agreement. Without limiting any other rights and remedies which the Lenders
or the Administrative Agent may have under the Credit Documents or
otherwise, upon (x) the occurrence of any Default, (y) the Lenders' bound
by the lockup agreements contemplated by the term sheet referred to in
Section 5 of Amendment No. 8 ceasing to hold enough claims to constitute an
accepting class for purposes of Bankruptcy Code Section 1126 or the failure
by the Company to observe or perform any covenant, condition, or agreement
contained in such lockup agreements or the occurrence of any of the
termination events described in paragraphs (vii)(a) and (b) of such lockup
agreements or (z) the day immediately preceding the date of the Borrower's
commencement of a Chapter 11 case, the Administrative Agent shall apply the
balance of the Bechtel Letter of Credit Account, the Asset Sales Proceeds
Account and/or any other collateral account under any of the Credit
Documents to the payment of the Secured Obligations as the Steering
Committee shall so direct."
2.05. Deferral of Certain Interest Payments and Other Amounts.
Section 2.12(d) of the Credit Agreement is hereby amended by inserting the
following new paragraph at the end thereof to read as follows:
"Notwithstanding anything herein to the contrary, the Borrower and
the Lenders hereby acknowledge and agree that (i) the accrued and unpaid
interest, commitment fees and letter of credit fees payable to the Lenders
(or any affiliate thereof, as applicable) and the Issuing Lenders under the
Credit Agreement and any Hedging Agreement on or about
Amendment No. 8
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March 31, 2003 (collectively, the "March 2003 Interest Payment") shall be
deferred and be payable on June 30, 2003 (or such earlier date on which
payment thereof is required to be made, in whole or in part, in accordance
with clause (II) of the antepenultimate paragraph of Section 2.10(b)(v))
and (ii) the interest on the Loans falling due on or about each of April
30, 2003 and May 30, 2003 shall be deferred and be payable on June 30,
2003. For avoidance of doubt, the Lenders hereby acknowledge and agree that
no Default or Event of Default shall have occurred, or shall occur, as a
result of the Borrower's failure to pay any such interest or other amounts
on the original due date therefor."
2.06. Dispositions. Section 7.03(b) of the Credit Agreement is hereby
amended as follows: (i) by deleting the "and" after clause (viii) thereof; (ii)
by renumbering clause (ix) thereof as clause "(x)"; and (iii) by adding a new
clause "(ix)" to read in its entirety as follows:
"(ix) the Disposition of all or substantially all of the assets of
Greenville Tube, provided that (A) the Net Available Proceeds of such
Disposition to be received in cash by the Borrower or Greenville Tube, as
the case may be, at the consummation of such Disposition shall be at least
$11,000,000, (B) such Disposition shall be consummated not later than May
31, 2003, (C) the other terms of the purchase or similar agreement(s)
providing for such Disposition shall be reasonably satisfactory to the
Administrative Agent; (D) not less than 2 Business Days prior to the
consummation of such Disposition, the Borrower will deliver to the
Administrative Agent a statement, certified by a Financial Officer of the
Borrower, in form and substance reasonably satisfactory to the
Administrative Agent, of the Net Available Proceeds of such Disposition
anticipated to be received by the Borrower on such date of consummation;
and (E) the Net Available Proceeds from such Disposition shall be applied
in accordance with Section 2.10(b)(v); and".
Section 3. Waivers. Subject to the limitations set forth in Section 6
of this Amendment No. 8, but with effect on and after the Amendment No. 8
Effective Date, each Obligor, each Lender and the Administrative Agent hereby
agree that any Default or Event of Default that has occurred and is continuing
on such date or may thereafter arise solely as a result of the following is
hereby waived: (i) any breach of the requirements of Section 2.09(a)(ii),
2.09(a)(iii) or 2.12 of the Credit Agreement at any time prior to the Amendment
No. 8 Effective Date, (ii) any breach of the requirements of Section 2.10(b)(v)
at any time prior to the Amendment No. 8 Effective Date, (iii) any breach of the
requirements of Section 7.09 of the Credit Agreement through the Waiver Maturity
Date, (iv) any breach of Section 7.03(a)(iv) of the Credit Agreement with
respect to the Borrower's failure to notify the Administrative Agent of the
dissolution of Chart Industries Foreign Sales Corporation, and (v) any Event of
Default under Section 8(j) of the Credit Agreement solely with respect to the
Borrower's inability to pay the amounts owing under the Credit Agreement when
due, provided that the waivers under this Section 3 shall terminate and be of no
further force or effect on or after 5:00 p.m., New York City time, on the Waiver
Maturity Date. Upon the Waiver Maturity Date, the Administrative Agent and the
Lenders shall be entitled to exercise all of its or their rights, powers,
privileges and remedies under or in respect of the Credit Agreement and the
other Credit Documents, at law, in
Amendment No. 8
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equity or otherwise in connection with the obligations owing by the Obligors
thereunder, and all collateral security and/or guarantees therefor, all of which
are expressly reserved hereunder.
Section 4. Representations and Warranties. The Borrower represents
and warrants to the Lenders that (a) 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. 8, (b)
prior to the Amendment No. 8 Effective Date, Chart Industries Foreign Sales
Corporation was dissolved and (c) after giving effect to the waivers set forth
in Section 3 of this Amendment No. 8 and in Section 3 of Amendment No. 7 to the
Credit Agreement, no Default shall have occurred and be continuing.
Section 5. Conditions Precedent. The amendments set forth in Section
2 of this Amendment No. 8 shall become effective, as of the date hereof, upon
satisfaction of the following conditions precedent on or before April 30, 2003:
(i) receipt by the Administrative Agent of one or more counterparts of this
Amendment No. 8 executed by each of the Obligors and the Administrative Agent
(with the written consent of each Lender provided in the form of the Lender
Consent attached as Annex 1 to this Amendment No. 8); and (ii) evidence
satisfactory to the Administrative Agent that the Company and the requisite
Lenders shall have approved a term sheet setting forth the principal terms of a
restructuring of the debt obligations owing to the Lenders in respect of the
Credit Agreement.
Section 6. Limited Waiver; Reservation of Rights. Except as herein
provided, the Credit Agreement shall remain unchanged and in full force and
effect; provided that, except as provided in Section 3 of this Amendment No. 8,
nothing herein shall constitute a waiver of, or any agreement to provide a
waiver of, any existing or future Default or Event of Default. Notwithstanding
anything contained herein to the contrary (except as expressly provided in
Section 3 of this Amendment No. 8), the Administrative Agent and the Lenders
reserve all of its or their rights, powers, privileges and remedies under or in
respect of the Credit Agreement and the other Credit Documents, at law, in
equity or otherwise in connection with the obligations owing by the Obligors
thereunder, and all collateral security and/or guarantees therefor, all of which
are expressly reserved. This Amendment No. 8 shall not be deemed or otherwise
construed to be a commitment or any other undertaking or expression of any
willingness to engage in any further discussion with the Borrower or any other
person, firm or corporation with respect to any waiver, amendment, modification
or any other change to the Credit Agreement or the other Credit Documents or any
rights or remedies arising in favor of the Lenders or the Administrative Agent,
or any of them, under or with respect to any such documents; or to be a waiver
of, or consent to or a modification or amendment of, any other term or condition
of any other agreement by and among the Borrower, on the one hand, and the
Administrative Agent or any Lender, on the other hand. Neither the requirements
of good faith and fair dealing nor any other theory, concept or argument shall
require any Lender to impart upon the Borrower any further or greater benefits;
to suffer any prejudice or impairment of any kind whatsoever; or to tolerate any
noncompliance with this Amendment No. 8 and the Credit Documents, because each
Lender has bargained for and given valuable consideration for this Amendment No.
8 and the Credit Documents and its creation of express, explicit and objective
limits of what benefits each Lender is willing to provide to the Borrower, and
what, in return, the Borrower is required to
Amendment No. 8
-8-
provide to each Lender. This Amendment No. 8 and the Credit Documents provide a
clear statement of each Lender's requirements and obligations and creates an
agreed upon standard of performance upon which each Lender and the
Administrative Agent are entitled to rely in exercising and enforcing their
respective remedies under the Credit Agreement and the other Credit Documents.
Section 7. Ratification of Obligations, Etc. By its execution of this
Amendment No. 8, each of the Obligors (a) ratifies and reaffirms in all respects
its obligations under the Credit Agreement and the other Credit Documents to
which it is a party, and confirms that each such agreement to which it is a
party is valid and enforceable against such Obligor and (b) agrees that there
are no oral agreements or understandings among such Obligor and the
Administrative Agent or any Lender relating to this Amendment No. 8, the Credit
Agreement or any other Credit Document.
Section 8. Acknowledgment and Release. (a) Each of the Obligors
acknowledges that neither the Administrative Agent nor any Lender has at any
time directed or participated in any aspect of the management of the Obligors or
any of their respective Affiliates or the conduct of the businesses of the
Obligors, or any of their respective Affiliates, and the Obligors, and any of
their respective Affiliates, have made all of their respective business
decisions independently of the Administrative Agent or any Lender.
Notwithstanding any other provision of this Amendment No. 8 or the Credit
Agreement, or any other contract or instrument between the Obligors, or any of
their respective Affiliates, on the one hand, and the Administrative Agent and
the Lenders, or any of them, on the other hand: (i) the relationship between the
Administrative Agent or any Lender, on the one hand, and each of the Obligors,
or any of their respective Affiliates, on the other hand, shall be limited to
the relationship of a lender to a borrower in a commercial loan transaction;
(ii) neither the Administrative Agent nor any Lender is or shall be construed as
a partner, joint venturer, alter-ego, manager, controlling person or other
business associate or participant of any kind of the Obligors, or any of their
respective Affiliates (or any other Person), and neither the Administrative
Agent nor any Lender intends to assume any such status at any time; and (iii)
neither the Administrative Agent nor any Lender shall be deemed responsible for
(or a participant in) any acts, omissions or decisions of the Obligors, or any
of their respective Affiliates, or any other Lender or, in the case of Lenders,
the Administrative Agent.
(b) Each of the Obligors further acknowledge and agree that they have
no claims, demands, damages, suits, cross complaints, counterclaims, conditions,
causes of action, debts, offsets, disgorgements or assertions of any kind or
nature whatsoever, whether known or unknown, and whenever or however arising
that can be asserted to reduce or eliminate all or any part of their respective
liability to repay all amounts owed under the Credit Documents, or to seek any
affirmative relief or damages of any kind or nature from the Administrative
Agent or Lenders, or any of them, that arises out of or relates to any Prior
Event (the "Claims"), and to the extent any such Claims exist, they are fully
and forever released as provided in paragraph (c) below. As used herein the term
"Prior Event" means any transaction, event, circumstances, action, failure to
act or occurrence of any sort or type, whether known or unknown, which occurred,
existed, was taken, permitted or begun prior to the execution of this Amendment
No. 8 or occurred, existed, was taken, permitted or begun in accordance with,
pursuant to or by virtue
Amendment No. 8
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of any terms of this Amendment No. 8, the Credit Agreement, the other Credit
Documents, the transactions referred to herein and/or therein, or oral or
written agreement relating to any of the foregoing, including without limitation
any approval or acceptance given or denied.
(c) Each of the Obligors, on behalf of itself, and any Person
claiming by, through, or under any of the Obligors, (each a "Releasing Party"
and collectively the "Releasing Parties") hereby releases, remises, waives and
forever discharges the Administrative Agent, the Lenders, and any or all of the
Administrative Agent's and the Lenders' respective subsidiaries, Affiliates,
directors, officers, employees, agents, attorneys, financial advisors,
representatives, successors and assigns, from any and all Claims. This Section 8
shall survive the termination of this Amendment No. 8 or any Credit Document.
Each Releasing Party has been advised by counsel with respect to the release
contained in this Section 8. Each Releasing Party hereby affirms its intent to
waive unknown claims and to waive any statutory protection available in any
applicable jurisdiction with respect thereto.
Section 9. Miscellaneous. The Borrower shall pay all reasonable
expenses incurred by the Administrative Agent (including the reasonable fees,
charges and disbursements of Milbank, Tweed, Hadley & McCloy LLP, special New
York counsel to JPMorgan Chase Bank) in connection with the preparation,
negotiation, execution and delivery of this Amendment No. 8. Except as herein
provided, the Credit Agreement shall remain unchanged and in full force and
effect. This Amendment No. 8 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. 8 by signing any
such counterpart. This Amendment No. 8 shall be governed by, and construed in
accordance with, the law of the State of New York.
Amendment No. 8
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IN WITNESS WHEREOF, the parties hereto have caused this Amendment No.
8 to be duly executed by their respective authorized officers as of the day and
year first above written.
CHART INDUSTRIES, INC.
By /s/ Michael F. Biehl
-------------------------------
Name: Michael F. Biehl
Title: Chief Financial Officer & Treasurer
Amendment No. 8
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SUBSIDIARY GUARANTORS
CHART HEAT EXCHANGERS LIMITED
PARTNERSHIP
By: CHART MANAGEMENT COMPANY, INC.,
as its sole general partner
By /s/ Michael F. Biehl
----------------------------------
Name: Michael F. Biehl
Title: Chief Financial Officer & Treasurer
CHART INTERNATIONAL INC.
By /s/ Michael F. Biehl
----------------------------------
Name: Michael F. Biehl
Title: Chief Financial Officer & Treasurer
CHART MANAGEMENT COMPANY, INC.
By /s/ Michael F. Biehl
----------------------------------
Name: Michael F. Biehl
Title: Chief Financial Officer & Treasurer
CHART LEASING, INC.
By /s/ Michael F. Biehl
----------------------------------
Name: Michael F. Biehl
Title: Chief Financial Officer & Treasurer
Amendment No. 8
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CHART, INC.
By /s/ Michael F. Biehl
----------------------------------
Name: Michael F. Biehl
Title: Chief Financial Officer & Treasurer
CHART INTERNATIONAL HOLDINGS, INC.
By /s/ Michael F. Biehl
----------------------------------
Name: Michael F. Biehl
Title: Chief Financial Officer & Treasurer
CHART ASIA, INC.
By /s/ Michael F. Biehl
----------------------------------
Name: Michael F. Biehl
Title: Chief Financial Officer & Treasurer
CAIRE INC.
By /s/ Michael F. Biehl
----------------------------------
Name: Michael F. Biehl
Title: Chief Financial Officer & Treasurer
Amendment No. 8
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COOLTEL, INC.
By /s/ Michael F. Biehl
----------------------------------
Name: Michael F. Biehl
Title: Chief Financial Officer & Treasurer
NEXGEN FUELING, INC.
By /s/ Michael F. Biehl
----------------------------------
Name: Michael F. Biehl
Title: Chief Financial Officer & Treasurer
GREENVILLE TUBE, LLC
By /s/ Charles E. Downs
----------------------------------
Name: Charles E. Downs
Title: President
Amendment No. 8
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JPMORGAN CHASE BANK,
Individually and as Administrative Agent
By /s/ Roger A. Odell
----------------------------------
Name: Roger A. Odell
Title: Managing Director
Amendment No. 8
ANNEX 1
[Form of Lender Consent]
LENDER CONSENT
Reference is made to Amendment No. 8 dated as of April 30, 2003 to
the Credit Agreement dated as of April 12, 1999, between Chart Industries, Inc.,
each Subsidiary Guarantor party thereto, each Lender party thereto and JPMorgan
Chase Bank, as Administrative Agent (the "Administrative Agent").
The undersigned Lender party to the Credit Agreement hereby (i)
consents to Amendment No. 8 to the Credit Agreement, dated as of April 30, 2003,
substantially in the form to which the form of this Lender Consent is attached
("Amendment No. 8") and (ii) authorizes and directs the Administrative Agent to
execute and deliver Amendment No. 8 on behalf of such Lender.
This Lender Consent shall be construed in accordance with and
governed by the law of the State of New York.
IN WITNESS WHEREOF, the undersigned has caused this Lender Consent to
be duly executed and delivered by its proper and duly authorized officer as of
the date of Amendment No. 8.
NAME OF LENDER:
_____________________________
By:__________________________
Name:
Title:
Amendment No. 8
SCHEDULE I
APPROVED BUDGET
[See Attached]
Amendment No. 8