EXHIBIT 10.80
THIRD AMENDMENT
THIRD AMENDMENT, dated as of November __, 2001 (this "Amendment"), to
(i) the Guarantee (the "2000B Guarantee"), as defined in the Participation
Agreement, dated as of October 27, 2000 (as the same may have been, amended,
supplemented or otherwise modified from time to time, the "2000B Participation
Agreement"), among Hanover Compression Limited Partnership (formerly known as
Hanover Compression Inc., "HCC"), Hanover Equipment Trust 2000B, (the "2000B
Lessor"), Bank Hapoalim B.M. and FBTC Leasing Corp., as investors, the lenders
parties thereto (the "2000B Lenders") and JPMorgan Chase Bank (formerly known as
The Chase Manhattan Bank), a New York banking corporation, as the administrative
agent for the 2000B Lenders (the "Administrative Agent"), (ii) the Guarantee
(the "2000A Guarantee"), as defined in the Participation Agreement, dated as of
March 13, 2000 (as the same may have been, amended, supplemented or otherwise
modified from time to time, the "2000A Participation Agreement"), among HCC,
Hanover Equipment Trust 2000A (the "2000A Lessor"), First Union National Bank
and Scotiabanc Inc., as investors, the lenders parties thereto (the "2000A
Lenders") and the Administrative Agent, as agent for the 2000A Lenders and (iii)
the Guarantee (the "1999 Guarantee"), as defined in the Participation Agreement,
dated as of June 15, 1999 (as the same may have been, amended, supplemented or
otherwise modified from time to time, the "1999 Participation Agreement"), among
HCC, Hanover Equipment Trust 1999A (the "1999 Lessor"), Societe Generale
Financial Corporation and FBTC Leasing Corp., as investors, the lenders parties
thereto (the "1999 Lenders") and the Administrative Agent, as agent for the 1999
Lenders. The 2000B Participation Agreement, the 2000A Participation Agreement
and the 1999 Participation Agreement are collectively hereinafter referred to as
the "Participation Agreements". The 2000B Guarantee, the 2000A Guarantee and the
1999 Guarantee are collectively hereinafter referred to as the "Synthetic
Guarantees".
W I T N E S S E T H:
- - - - - - - - - -
WHEREAS, Holdings and HCC have requested that the Administrative Agent
and the Required Lenders under each of the Synthetic Guarantees amend certain of
the provisions of each of the Synthetic Guarantees; and
WHEREAS, the Administrative Agent and the Required Lenders under each
of the Synthetic Guarantees are agreeable to the requested amendments, but only
on the terms and subject to the conditions set forth herein;
NOW THEREFORE, in consideration of the premises herein contained and
for other good and valuable consideration, the receipt of which is hereby
acknowledged, the parties hereto hereby agree as follows:
I. Defined Terms. As used in this Amendment, terms defined in the
preamble hereof and the recitals hereto are used herein as so defined, terms
defined in any of the Participation Agreements and the Synthetic Guarantees and
not defined herein are used herein as therein defined.
II. Amendments to the Synthetic Guarantees.
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1. Amendment to Annex A of each of the Participation Agreements. Annex A
to each of the Participation Agreements is hereby amended by deleting
therefrom the following defined terms and substituting in lieu thereof
the following new definitions:
"Consolidated Indebtedness": at a particular date, as to any
Person, the sum of (without duplication) (a) all Indebtedness of such
Person and its Subsidiaries determined on a consolidated basis in
accordance with GAAP, excluding (i) Indebtedness in respect of
Financing Leases, and (ii) the Seller Note plus the principal amount
of any additional notes issued in payment of interest thereon plus
(b)(i) Guarantee Obligations of Holdings and its Subsidiaries in
respect of obligations of Joint Ventures and Unrestricted Subsidiaries
, (ii) the Equipment Lease Tranche A Loans, (iii) the Tranche A
Portion of the 2001A Equipment Lease Transaction and (iv) the Tranche
A Portion of the 2001B Equipment Lease Transaction.
"Consolidated Leverage Ratio": as defined in subsection 11.1(d).
"Equipment Guarantees": (i) the Guarantee dated as of June 15,
1999 (as amended and restated through March 13, 2000 and as further
amended, supplemented or otherwise modified from time to time), made
by Holdings, HCC, and certain of their subsidiaries listed on the
signature pages, in favor of Hanover Equipment Trust 1999A, The Chase
Manhattan Bank, as agent, and certain lenders and investors, (ii) the
Guarantee dated as of March 13, 2000 (as amended, supplemented or
otherwise modified from time to time), made by Holdings, HCC and
certain of their subsidiaries listed on the signature pages thereto,
in favor of Hanover Equipment Trust 2000A, The Chase Manhattan Bank,
as agent, and certain lenders and investors, (iii) the Guarantee dated
as of October 27, 2000 (as amended, supplemented or otherwise modified
from time to time), made by Holdings, HCC and certain of their
subsidiaries listed on the signature pages thereto, in favor of
Hanover Equipment Trust 0000X, Xxx Xxxxx Xxxxxxxxx Bank, as agent, and
certain lenders and investors, (iv) the Guarantee dated as of August
31, 2001 (as amended, supplemented or otherwise modified from time to
time), made by Holdings, HCC and certain of their subsidiaries listed
on the signature pages thereto, in favor of Hanover Equipment Trust
2001A, The Chase Manhattan Bank, as agent, and certain lenders and
investors, (v) the Guarantee dated as of August 31, 2001 (as amended,
supplemented or otherwise modified from time to time), made by
Holdings, HCC and certain of their subsidiaries listed on the
signature pages thereto, in favor of Hanover Equipment Trust 0000X,
Xxx Xxxxx Xxxxxxxxx Bank, as agent, and certain lenders and investors
and (vi) any Guarantee in connection with and dated as of the date of
an Additional Participation Agreement (as amended, supplemented or
otherwise modified from time to time), to be made by Holdings, HCC and
certain of their subsidiaries that will be listed on the signature
pages thereto, in favor of a Delaware business trust, the agent and
certain Lenders and investors.
"Equipment Lease Credit Agreements": (i) the Credit Agreement
dated as of June 15, 1999 (as amended, supplemented or otherwise
modified from time to time), among Hanover Equipment Trust 1999A, as
borrower, the several lenders from time to time parties thereto, the
managing agents thereto and The Chase Manhattan Bank, as agent, (ii)
the Credit Agreement dated as of March 13, 2000 (as amended,
supplemented or otherwise modified from time to time), among Hanover
Equipment Trust 2000A, as borrower, the several lenders from time to
time parties thereto, Industrial Bank of Japan,
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LTD., as syndication agent, The Bank of Nova Scotia, as documentation
agent and The Chase Manhattan Bank, as agent, (iii) the Credit
Agreement dated as of October 27, 2000 (as amended, supplemented or
otherwise modified from time to time), among Hanover Equipment Trust
2000B, as borrower, the several lenders from time to time parties
thereto, National Westminster Bank PLC, as managing agent, Citibank,
N.A., Credit Suisse First Boston and The Industrial Bank of Japan,
Ltd., as co-agents and The Chase Manhattan Bank, as agent, (iv) the
2001A Equipment Lease Securities, (v) the 2001B Equipment Lease
Securities, (vi) the 2001A Participation Agreement, (vii) the 2001B
Participation Agreement and (viii) any Credit Agreement, in connection
with and dated as of the date of an Additional Participation Agreement
(as amended, supplemented or otherwise modified from time to time),
among a Delaware business trust, as borrower, the several lenders from
time to time parties thereto.
"Equipment Lease Participation Agreements": (i) the Participation
Agreement dated June 15, 1999 (as amended, supplemented or otherwise
modified from time to time), among HCC, Hanover Equipment Trust 1999A,
Societe Generale Financial Corporation and FBTC Leasing Corp., as
investors, the managing agents thereto, The Chase Manhattan Bank, as
agent, and the lenders parties thereto, (ii) the Participation
Agreement dated March 13, 2000 (as amended, supplemented or otherwise
modified from time to time), among HCC, Hanover Equipment Trust 2000A,
First Union National Bank and Scotiabanc Inc., as investors,
Industrial Bank of Japan, LTD., as syndication agent, The Bank of Nova
Scotia, as documentation agent, The Chase Manhattan Bank, as agent,
and the lenders parties thereto, (iii) the Participation Agreement
dated as of October 27, 2000 (as amended, supplemented or otherwise
modified from time to time, the "2000B Participation Agreement"),
among HCC, Hanover Equipment Trust 2000B, Bank Hapoalim B.M. and FBTC
Leasing Corp., as investors, The Chase Manhattan Bank, as agent, and
the lenders parties thereto, (iv) the Participation Agreement dated as
of August 31, 2001 (as amended, supplemented or otherwise modified
from time to time, the "2001A Participation Agreement"), among HCC,
Hanover Equipment Trust 2001A, General Electric Capital Corporation as
investor, The Chase Manhattan Bank, as agent, and the lenders parties
thereto, (v) the Participation Agreement dated as of August 31, 2001
(as amended, supplemented or otherwise modified from time to time, the
"2001B Participation Agreement"), among HCC, Hanover Equipment Trust
2001B, General Electric Capital Corporation as investor, The Chase
Manhattan Bank, as agent, and the lenders parties thereto and (vi) any
additional participation agreements that may be entered into, upon
notice to the Agent, by and among HCC, a Delaware business trust, an
investor or investors, one or more agents and the Lenders parties
thereto (as amended, supplemented or otherwise modified from time to
time, the "Additional Participation Agreement"); provided that, any
Additional Participation Agreements shall be considered Equipment
Lease Participation Agreements only so long as (1) such Participation
Agreement and any Additional Participation Agreements provide for
transactions reasonably similar to those provided for in the
Participation Agreement described in (i)-(iii) above and (2) the
aggregate value of (a) the equipment leased under any Additional
Participation Agreement and (b) any natural gas compressors leased by
Holdings or HCC as lessee under any other leases ("Equipment True
Leases") other than the Equipment Leases, does not exceed
$300,000,000.
"Equipment Lease Tranche A Loans": the collective reference to:
(a) for the 1999 Synthetic Lease, the 2000A Synthetic Lease and the
2000B Synthetic Lease, the
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loans to be made pursuant to each Equipment Lease Credit Agreement and
identified as the "Tranche A Loans" in Schedule 1.1 of each of the
Equipment Lease Credit Agreements, (b) for the 2001A Synthetic Lease,
the Tranche A Portion of the 2001A Equipment Lease Transaction, (c)
for the 2001B Synthetic Lease, the Tranche A Portion of the 2001B
Equipment Lease Transaction and (d) for any Additional Lease, either
(i) the loans to be made pursuant to such Equipment Lease Credit
Agreement and identified as the "Tranche A Loans" in Schedule 1.1 of
such Equipment Lease Credit Agreement or (ii) the "Tranche A Portion"
of such Equipment Lease Transaction.
"Equipment Lease Tranche B Loans": the collective reference to:
(a) for the 1999 Synthetic Lease, the 2000A Synthetic Lease and the
2000B Synthetic Lease, the loans to be made pursuant to each Equipment
Lease Credit Agreement and identified as the "Tranche B Loans" in
Schedule 1.1 of each of the Equipment Lease Credit Agreements, (b) for
the 2001A Synthetic Lease, the Tranche B portion of the 2001A
Equipment Lease Securities, (c) for the 2001B Synthetic Lease, the
Tranche B portion of the 2001B Equipment Lease Securities and (d) for
any Additional Lease, either (i) the loans to be made pursuant to such
Equipment Lease Credit Agreement and identified as the "Tranche B
Loans" in Schedule 1.1 of such Equipment Lease Credit Agreement or
(ii) the "Tranche B Portion" of such Equipment Lease Transaction.
"Equipment Leases": (i) the Lease dated as of June 15, 1999 (as
amended, supplemented or otherwise modified from time to time),
between Hanover Equipment Trust 1999A, as lessor, and HCC, as lessee
(the "1999 Synthetic Lease"), (ii) the Lease dated as of March 13,
2000 (as amended, supplemented or otherwise modified from time to
time), between Hanover Equipment Trust 2000A, as lessor, and HCC, as
lessee (the "2000A Synthetic Lease"), (iii) the Lease dated as of
October 27, 2000 (as amended, supplemented or otherwise modified from
time to time), between Hanover Equipment Trust 2000B, as lessor, and
HCC, as lessee (the "2000B Synthetic Lease"), (iv) the Lease dated as
of August 31, 2001 (as amended, supplemented or otherwise modified
from time to time), between Hanover Equipment Trust 2001A, as lessor,
and HCC, as lessee (the "2001A Synthetic Lease") and (v) the Lease
dated as of August 31, 2001 (as amended, supplemented or otherwise
modified from time to time), between Hanover Equipment Trust 2001B, as
lessor, and HCC, as lessee (the "2001B Synthetic Lease") and (vi) any
Lease in connection with and dated as of the date of any Additional
Participation Agreement (as amended, supplemented or otherwise
modified from time to time), between a Delaware business trust, as
lessor, and HCC, as lessee (the "Additional Lease").
"Eurodollar Base Rate": with respect to each day during each
Interest Period pertaining to a Eurodollar Loan, the rate per annum
determined on the basis of the rate for deposits in Dollars for a
period equal to such Interest Period commencing on the first day of
such Interest Period appearing on Page 3750 of the Telerate screen as
of 11:00 A.M., London time, two Business Days prior to the beginning
of such Interest Period. In the event that such rate does not appear
on Page 3750 of the Telerate screen (or otherwise on such screen), the
"Eurodollar Base Rate" shall be determined by reference to such other
comparable publicly available service for displaying eurodollar rates
as may be selected by the Administrative Agent or, in the absence of
such availability, by reference to the rate at which the
Administrative Agent is offered Dollar deposits at or about 11:00
A.M., New York City time, two Business Days prior to the beginning of
such Interest
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Period in the interbank eurodollar market where its eurodollar and
foreign currency and exchange operations are then being conducted for
delivery on the first day of such Interest Period for the number of
days comprised therein.
"Indebtedness": of any Person at any date, (a) all indebtedness
of such Person for borrowed money or for the deferred purchase price
of property or services (other than current liabilities incurred in
the ordinary course of business and payable in accordance with
customary trade practices) or which is evidenced by a note, bond,
debenture or similar instrument, (b) all obligations of such Person
under Financing Leases, (c) all obligations of such Person in respect
of acceptances issued or created for the account of such Person, (d)
all liabilities secured by any Lien (other than any lien of a type
described in subsection 11.3(a) through (j)) on any property owned by
such Person even though it has not assumed or otherwise become liable
for the payment thereof, provided that all obligations of such Person
with respect to Equipment Lease Tranche A Loans shall be considered
Indebtedness of such Person and (e) solely for purposes of subsection
11.2, the aggregate drawable amount of letters of credit issued for
the account of such Person. For purposes of clarification, the
obligations with respect to the Equipment Leases shall not be deemed
to constitute Indebtedness under the preceding clause (d) solely by
virtue of the grant by HCC thereunder of a Lien on its interest in the
Equipment subject to such Equipment Lease to secure HCC's and the
Guarantor's obligations in connection therewith.
"Qualified Subsidiary": each Subsidiary of Holdings organized
under a jurisdiction of the United States and having assets located
primarily in the United States.
"Restricted Payment": as defined in subsection 11.8.
"Tranche A Portion of the 2001A Equipment Lease Transaction"
shall mean the product of (i) 75.01% and (ii) the aggregate
outstanding principal amount of the 2001A Equipment Lease Securities.
"Tranche A Portion of the 2001B Equipment Lease Transaction"
shall mean the product of (i) 67.90% and (ii) the aggregate
outstanding principal amount of the 2001B Equipment Lease Securities.
"2008 Notes": the 4.75% Convertible Senior Notes due 2008 issued
by Holdings in an aggregate principal amount of $192,000,000.
2. Amendment to Annex A of each of the Participation Agreements. Annex A
to each of the Participation Agreements is hereby amended by deleting
therefrom the definition of "Consolidated Indebtedness Ratio"
3. Amendments to Subsection 1(b) of each of the Synthetic Guarantees.
Subsection 1(b) of each of the Synthetic Guarantees is hereby amended
by (a) deleting therefrom the following defined terms and substituting
in lieu thereof the following new definitions:
"Consolidated Senior Indebtedness": at a particular date, as to
any Person, Consolidated Indebtedness of such Person and its
Subsidiaries other than (i) subordinated guarantees of the 2001A
Equipment Lease Securities, (ii) the subordinated guarantee of the
2001B Equipment Lease Securities, (iii) any convertible notes of
Holdings, (iv) the
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TIDES Debentures (and any subordinated debt securities issued in
connection with a structured equity financing similar to the TIDES)
and (v) any unsecured subordinated debt or any subordinated guarantees
not included in clauses (i)-(iv) above and otherwise permitted herein.
"POC Acquisition": the acquisition by HCC of the capital stock of
POC on August 31, 2001.
"2001A Equipment Lease Transaction": the synthetic off-balance
sheet lease financing consummated on August 31, 2001 pursuant to the
2001A Participation Agreement
"2001B Equipment Lease Transaction": the synthetic off-balance
sheet lease financing consummated on August 31, 2001 pursuant to the
2001B Participation Agreement.
and (b) deleting therefrom the definitions of "New Subordinated Notes"
and "2001 Senior Subordinated Bridge Loans".
4. Amendment to Subsection 9.1 of the 2000B Guarantee. (a) Subsections
9.1(a) is hereby amended by deleting all references to the phrase
"March 31, 2001" and inserting in lieu thereof the phrase "September
30, 2001" and 9.1(b) is amended by deleting such subsection in its
entirety and inserting in lieu thereof a new subsection 9.1(b) to read
as follows:
(b) The audited consolidated balance sheets of Holdings and its
consolidated Subsidiaries as at December 31, 1999 and December 31,
2000, and the related consolidated statements of income and of cash
flows for the fiscal years ended on such dates, reported on by and
accompanied by an unqualified report from PricewaterhouseCoopers LLP,
present fairly in all material respects the consolidated financial
conditions of Holdings and its consolidated Subsidiaries as at such
date, and the consolidated results of its operations and its
consolidated cash flows for the fiscal years then ended. The unaudited
consolidated balance sheet of Holdings and its consolidated
Subsidiaries as at September 30, 2001, and the related unaudited
consolidated statements of income and cash flows for the three-month
period ended on such date, present fairly in all material respects the
consolidated financial conditions of Holdings and its consolidated
Subsidiaries, as at such date, and the consolidated results of its
operations and its consolidated cash flows for the three-month period
then ended (subject to normal year-end audit adjustments). All such
financial statements, including the related schedules and notes
thereto, have been prepared in accordance with GAAP applied
consistently throughout the periods involved (except as approved by
the aforementioned firm of accountants and disclosed therein).
Holdings, HCC and its Subsidiaries do not have any material Guarantee
Obligations, contingent liabilities and liabilities for taxes, or any
long-term leases or unusual forward or long-term commitments,
including any interest rate or foreign currency swap or exchange
transaction or other obligation in respect of derivatives, that are
not reflected in the most recent financial statements referred to in
this paragraph. During the period from September 30, 2001 to and
including the date hereof there has been no Disposition by Holdings or
any of its
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Subsidiaries, as applicable, of any material part of their business or
property (other than to Holdings or any of its Subsidiaries).
5. Amendment to Subsection 9.2 of the 2000B Guarantee. Subsection 9.2 of
the 2000B Guarantee is hereby amended by deleting the phrase "June 30,
2000" and inserting in lieu thereof the phrase "December 31, 2000".
6. Amendment to Subsection 9.6 of the 2000B Guarantee. Subsection 9.6 of
the 2000B Guarantee is hereby amended by deleting the phrase "June 30,
2000" and inserting in lieu thereof the phrase "September 30, 2001".
7. Amendement of Subsection 9.17 of the 2000B Guarantee. Subsection 9.17
of the 2000B Guarantee is hereby amended by deleting such subsection
in its entirety and inserting in lieu thereof a new subsection 9.17 to
read as follows:
9.17 Senior Indebtedness. The obligations of Holdings under the
Holdings Guarantee constitute "Senior Indebtedness" or
"Senior Debt" under the (i) if applicable, terms of the
Seller Note, (ii) if applicable, the documentation for the
2001A Equipment Lease Transaction and (iii) if applicable,
the documentation for the 2001B Equipment Lease Transaction.
The Obligations of HCC constitute "Senior Indebtedness" or
"Guarantor Senior Indebtedness" (i) if applicable, under the
documentation for the 2001A Equipment Lease Transaction and
(ii) if applicable, under the documentation for the 2001B
Equipment Lease Transaction. The obligations of each
Subsidiary under the Guarantees constitute "Guarantor Senior
Indebtedness" under the documentation relating to the 2001A
Equipment Lease Transaction (if applicable) and to the 2001B
Equipment Lease Transaction (if applicable).
8. Amendment to Subsection 10.2 of each of the Synthetic Guarantees.
Subsection 10.2(f) of each of the Synthetic Guarantees is hereby
amended by deleting such subsections in their entirety and inserting
in lieu thereof a new subsection 10.2(f) to read as follows:
(f) within 45 days after the end of each quarter in each fiscal
year of Holdings, a certificate of the principal financial officer of
Holdings showing both the Applicable Margin for the next quarter and
the detailed computations necessary to calculate the Applicable Margin
(an "Applicable Margin Certificate") and setting forth the aggregate
drawable amount of outstanding Letters of Credit issued under this
Agreement and the aggregate drawable amount of other letters of credit
issued for the account of HCC or its Subsidiaries, in each case as of
the last day of the immediately preceding quarter; and
9. Amendment of Subsection 11.1 of each of the Synthetic Guarantees.
Subsection 11.1(d) of each of the Synthetic Guarantees is hereby
amended by deleting the phrase "Consolidated Indebtedness Ratio" and
inserting in lieu thereof the phrase "Consolidated Leverage Ratio".
10. Amendment of Subsection 11.2 of each of the Synthetic Guarantees.
Subsection 11.2 of each of the Synthetic Guarantees is hereby amended
by (a) deleting the phrase "on the date of consummation of the POC
Acquisition" and inserting in lieu thereof the phrase
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"as of August 31, 2001" and (b) deleting clauses (k) through (q)
thereof and inserting in lieu thereof the following:
"(k) Indebtedness of Holdings evidenced by the subordinated
promissory note dated as of August 31, 2001 issued by Holdings to
Camco International Inc. in a principal amount of $150,000,000 plus
the principal amount of any additional notes issued in payment of
interest thereon (plus, in each case, the amount of all accrued and
unpaid interest thereon which is added to the principal amount
thereof) in connection with the POC Acquisition (all such notes
collectively as amended, restated, supplemented or otherwise modified,
the "Seller Note");
(l) Indebtedness in respect of New Convertible Notes in an
aggregate amount not to exceed $150,000,000; provided that the
proceeds of such Indebtedness are used first, to repay the Seller
Note, second, to pay fees and expenses of issuance of the New
Convertible Notes and third, for general corporate purposes;
(m) Guarantee Obligations permitted by subsection 11.4; and
(n) unsecured Indebtedness not otherwise permitted by clauses
(a)-(m) above not exceeding $125,000,000 in the aggregate at any time
outstanding."
11. Amendment to Subsection 11.4 of each of the Synthetic Guarantees.
Subsection 11.4 of each of the Synthetic Guarantees is hereby amended
by deleting clauses (h) through (n) thereof and inserting in lieu
thereof the following:
(h) up to $70,000,000 in the aggregate of existing Guarantee
Obligations of POC and listed on Schedule 11.4, provided that such
Guarantee Obligations existed at the time POC became a Subsidiary and
were not created in anticipation thereof; and
(i) Guarantee Obligations of HCC and its Subsidiaries in respect
of the obligations of POC listed on Schedule 11.4, provided that the
aggregate principal amount of such obligations for which HCC and its
Subsidiaries shall be liable shall not exceed $70,000,000.
12. Amendment of Subsection 11.5 of each of the Synthetic Guarantees.
Subsection 11.5 of each of the Synthetic Guarantees is hereby amended
by (a) deleting clauses (a) and (b) in their entirety and inserting in
lieu thereof the following:
(a) any Subsidiary may be merged or consolidated with or into any
Qualified Subsidiary; provided, that a Qualified Subsidiary shall be
the continuing or surviving corporation;
(b) Holdings or any Qualified Subsidiary may be merged or
consolidated with any other Person organized under a jurisdiction of
the United States with assets held primarily in the United States;
provided, that Holdings or such Qualified Subsidiary shall be the
continuing or surviving corporation, the Administrative Agent is
provided with written notice, and after giving effect thereto no
Default or Event of Default would exist or reasonably be expected to
be caused thereby and provided, further, that Holdings may not merge
with or consolidate into any Subsidiary;
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(c) deleting the word "and" from the end of clause (g) and
inserting the word "and" at the end of clause (f); and
(d) deleting clause (h) in its entirety.
13. Amendment to Subsection 11.7 of each of the Synthetic Guarantees.
Subsection 11.7 of each of the Synthetic Guarantees is hereby amended
by deleting the amount "$10,000,000" where it appears in such
subsection and inserting in lieu thereof the amount of "$20,000,000".
14. Amendment to Subsection 11.8 of each of the Synthetic Guarantees.
Subsection 11.8 of each of the Synthetic Guarantees is hereby amended
by (a) inserting the phrase "(collectively, "Restricted Payments")"
immediately prior to the comma preceding phrase "except that if no
Default or Event of Default" in the first sentence of such subsection,
(b) deleting the phrase "25,000,000" from clause (iii) therof and
inserting in lieu thereof the phrase "75,000,000", (c) adding the word
"purchases" immediately prior to the phrase "declarations or payments
pursuant to this clause" from clause (v) thereof, (d) deleting the
phrase "Closing Date" in clause (v) thereof and inserting in lieu
thereof the phrase "Amended and Restated Effective Date", (e) deleting
the word "and" after section (vii) thereof and inserting the word
"and" after clause (viii) thereof and (f) deleting clause (viii) in
its entirety and inserting in lieu thereof the following:
(viii) Subsidiaries of Holdings may declare and pay
dividends, or make distributions, to Holdings to the extent
necessary to allow Holdings to pay interest when due on the
New Convertible Notes (in each case subject to any
applicable subordination provisions) and (ix) any Subsidiary
may make Restricted Payments to Holdings or any Subsidiary.
15. Amendment to Subsection 11.10 of each of the Synthetic Guarantees.
Subsection 11.10 of each of the Synthetic Guarantees is hereby amended
by (a) deleting the amount "$20,000,000" where it appears in paragraph
(f) and inserting in lieu thereof the phrase "$50,000,000 (net of
returns or repayment of capital or principal thereon and other returns
thereon)" and (b) deleting paragraphs (k) and (l) in their entirety
and inserting in lieu thereof the following:
"(k) (i) Investments in POC's Joint Ventures existing on the
date of consummation of the POC Acquisition and (ii)
Investments in POC's Joint Ventures pursuant to commitments
existing at the time of the POC Acquisition in an aggregate
amount not to exceed $30,000,000."
16. Amendment to Subsection 11.11 of each of the Synthetic Guarantees.
Subsection 11.11 of each of the Synthetic Guarantees is hereby amended
by deleting such subsection in its entirety in inserting in lieu
thereof the following:
11.11 Limitation on Optional Payments and Modifications of
Debt Instruments. (i) Make any optional payment or
optional prepayment on or optional redemption,
optional purchase or optional defeasance of any
portion of the Shareholder Subordinated Debt, the 2008
Notes (other than scheduled cash
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interest payments), New Convertible Notes (other than
scheduled cash interest payments), the 2001A Equipment Lease
Securities (other than scheduled cash interest payments,
subject to applicable subordination provisions), the 2001B
Equipment Lease Securities (other than scheduled cash
interest payments, subject to applicable subordination
provisions), lease and guarantee payments in respect of the
2001A Equipment Lease Transaction (other than scheduled
lease payments, subject to applicable subordination
provisions), and lease and guarantee payments in respect of
the 2001B Equipment Lease Transaction (other than scheduled
lease payments, subject to applicable subordination
provisions), (ii) make any optional payment or optional
prepayment in excess of $10,000,000 during any calendar year
on or redemption of any Indebtedness (excluding the Seller
Note for which no optional payments or prepayments are
permitted) or Guarantee Obligations other than (a) as
permitted in clause (i) above, (b) redemptions of any
portion of the 2008 Notes pursuant to the terms thereof,
including, without limitation, the terms of any indenture in
respect thereof, (c) redemptions of any portion of the TIDES
Debentures pursuant to the TIDES Indenture or redemptions of
any portion of the TIDES pursuant to the TIDES Declaration
of Trust or (d) any optional payment, prepayment or
redemption of any Indebtedness or Guarantee Obligations
pursuant to the Corporate Credit Agreement or the Equipment
Lease Transactions (other than the 2001A Equipment Lease
Transaction and the 2001B Equipment Lease Transaction) or
(iii) amend, modify or change, or consent or agree to any
amendment, modification or change to any of the terms of any
Indebtedness or Guarantee Obligations other than (a) any
Indebtedness or Guarantee Obligations pursuant to the
Corporate Credit Agreement or the Equipment Lease
Transactions (other than the 2001A Equipment Lease
Transaction and the 2001B Equipment Lease Transaction) or
(b) any amendment, modification or change which would extend
the maturity or reduce the amount of any payment of
principal thereof or which would reduce the rate or extend
the date for payment of interest thereon, or any amendment
or waiver which would render the terms of such Indebtedness
or Guarantee Obligations less restrictive. In addition,
Holdings and its Subsidiaries will not (i) make any optional
or voluntary payment, prepayment, redemption or purchase of
the Seller Note or any other payment or distribution with
respect to the Seller Note unless such payment or
distribution is (A) permitted by the subordination
provisions of the Seller Note or (B) financed with the
proceeds of subordinated Indebtedness issued by Holdings
having the terms set forth on Schedule 11.11 or (ii) amend,
waive, modify or terminate (or consent to any amendment,
waiver, modification or termination) of the subordination
provisions of the Seller Note or if such amendment, waiver,
modification or termination is adverse to the interest of
the Lenders (provided that
11
an amendment to the Seller Note intended to give effect to
the preceding clause (i)(B) shall be permitted).
17. Effectiveness. This Amendment shall become effective (the "Effective
Date") upon fulfillment of the following conditions precedent: (a)
Holdings and HCC shall have delivered to the Administrative Agent duly
executed copies of this Amendment, (b) the Guarantors (other than
Holdings or HCC) shall have delivered to the Administrative Agent duly
executed copies of this Amendment, (c) the Administrative Agent shall
have received duly executed copies of this Amendment from the Required
Lenders, and (d) no Default or Event of Default shall have occurred
and be continuing on the date hereof after giving effect to this
Amendment.
18. Representations and Warranties. Holdings, HCC and each of the other
Guarantors hereby represent and warrant that the representations and
warranties contained in each of the Senior Credit Agreement, the Loan
Documents and the Operative Agreements will be, after giving effect to
this Amendment, true and correct in all material respects, as if made
on and as of the date hereof (except those which expressly speak as of
a certain date).
19. Continuing Effect of the Senior Credit Agreement, Participation
Agreements and Operative Agreements. This Amendment shall not
constitute an amendment or waiver of any other provision of the Senior
Credit Agreement, the Loan Documents or the Operative Agreements (as
defined in each of the Synthetic Guarantees) not expressly referred to
herein and shall not be construed as a waiver or consent to any
further or future action on the part of HCC, Holdings, the 2000B
Lessor, the 2000A Lessor, the 1999 Lessor, or the other Guarantors
that would require a waiver or consent of the Administrative Agent
and/or the 2000B Lenders, the 2000A Lenders or the 1999 Lenders.
Except as expressly amended hereby, the provisions of each of the
Senior Credit Agreement, the Loan Documents and the Operative
Agreements (as defined in each of the Synthetic Guarantees) are and
shall remain in full force and effect.
20. Counterparts. This Amendment may be executed in counterparts and all
of the said counterparts taken together shall be deemed to constitute
one and the same instrument. Delivery of an executed signature page of
this Amendment by facsimile transmission shall be effective as
delivery of a manually executed counterpart hereof.
21. GOVERNING LAW. THIS AMENDMENT SHALL BE GOVERNED BY, AND CONSTRUED AND
INTERPRETED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.
22. Expenses. Holdings and HCC agree to pay or reimburse the
Administrative Agent for all of its reasonable out-of-pocket costs and
expenses incurred in connection with the preparation, negotiation and
execution of this Amendment, including, without limitation, the fees
and disbursements of counsel to the Administrative Agent.
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to
be duly executed by their respective officers thereunto duly authorized as of
the day and year first above written.
HANOVER COMPRESSOR COMPANY, as a signatory to
the Senior Credit Agreement and as a Guarantor
By:
------------------------------------------
Name:
Title:
HANOVER COMPRESSION LIMITED PARTNERSHIP
(formerly known as Hanover Compression Inc.),
as a signatory to the Senior Credit Agreement
and as a Guarantor
By: Hanover Compression General Holdings, LLC,
its general partner
By:
------------------------------------------
Name:
Title:
HANOVER/XXXXX LIMITED PARTNERSHIP, as a
Guarantor
By: Hanover General Holdings, Inc., its
general partner
By:
------------------------------------------
Name:
Title:
HANOVER MAINTECH LIMITED PARTNERSHIP, as a
Guarantor
By: Hanover General Holdings, Inc., its
general partner
By:
------------------------------------------
Name:
Title:
HANOVER LAND LIMITED PARTNERSHIP, as a
Guarantor
By: Hanover General Holdings, Inc., its
general partner
By:
------------------------------------------
Name:
Title:
HANOVER COMPRESSOR LIMITED HOLDINGS, LLC
By: Hanover General Holdings, Inc., as sole
member
By:
------------------------------------------
Name:
Title:
JPMORGAN CHASE BANK (formerly known as The
Chase Manhattan Bank), as Administrative
Agent, a 2000B Lender, 2000A Lender and 1999
Lender
By:
------------------------------------------
Name:
Title:
ARAB BANKING CORPORATION (B.S.C.), as a
2000B Lender
By:
------------------------------------------
Name:
Title:
ABN AMRO BANK N.V., as a 1999 Lender
By:
------------------------------------------
Name:
Title:
By:
------------------------------------------
Name:
Title:
BANK HAPOALIM B.M., as a 2000B Lender
By:
------------------------------------------
Name:
Title:
By:
------------------------------------------
Name:
Title:
THE BANK OF NOVA SCOTIA, as a 2000A Lender and
1999 Lender
By:
------------------------------------------
Name:
Title:
THE BANK OF TOKYO MITSUBISHI LIMITED, as a
2000B Lender
By:
------------------------------------------
Name:
Title:
CITIBANK, N.A., as a 2000B Lender
By:
------------------------------------------
Name:
Title:
FIRST UNION NATIONAL BANK, as a 2000A Lender
By:
------------------------------------------
Name:
Title:
GUARANTY BANK, as a 2000B Lender
By:
------------------------------------------
Name:
Title:
NATIONAL WESTMINSTER BANK Plc, NEW YORK
BRANCH, as a 2000B Lender
By:
------------------------------------------
Name:
Title:
BANK OF SCOTLAND, as a 1999 Lender
By: ____________________________________
Name:
Title:
BNP PARIBAS, as a 2000A Lender and 1999 Lender
By: ____________________________________
Name:
Title:
By: ____________________________________
Name:
Title:
THE FUJI BANK, LIMITED, as a 2000B Lender and 1999 Lender
By: ____________________________________
Name:
Title:
BANKERS TRUST COMPANY, as a 1999 Lender
By: ____________________________________
Name:
Title:
COMERICA BANK, as a 2000B Lender and a 1999 Lender
By: ____________________________________
Name:
Title:
CREDIT LYONNAIS NEW YORK BRANCH, as a 1999 Lender
By: ____________________________________
Name:
Title:
DZ BANK AG DEUTSCHE ZENTRAL-GENOSSENSCHAFTSBANK,
NEW YORK BRANCH, as a 2000A Lender and
1999 Lender
By:
------------------------------------------
Name:
Title:
By:
------------------------------------------
Name:
Title:
BANK ONE, N.A. (MAIN OFFICE CHICAGO)
(formerly known as The First National Bank of
Chicago), as a 1999 Lender, and 2000A Lender
By:
------------------------------------------
Name:
Title:
THE INDUSTRIAL BANK OF JAPAN, LTD., NEW YORK
BRANCH, as a 2000B Lender, 2000A Lender and
1999 Lender
By:
------------------------------------------
Name:
Title:
SUNTRUST BANK, as a 2000B Lender, 2000A Lender
and 1999 Lender
By:
------------------------------------------
Name:
Title:
SOCIETE GENERALE, SOUTHWEST AGENCY, as a 1999
Lender
By:
------------------------------------------
Name:
Title:
XXXXX FARGO BANK (TEXAS) N.A., as a 1999
Lender
By:
------------------------------------------
Name:
Title:
CREDIT SUISSE FIRST BOSTON, as a 2000B Lender and
2000A Lender
By:
---------------------------------------------
Name:
Title:
NATEXIS BANQUES POPULAIRES, as a 2000A Lender
By:
---------------------------------------------
Name:
Title:
NATIONAL CITY BANK, as a 2000A Lender
By:
---------------------------------------------
Name:
Title:
FBTC LEASING CORP, as a 2000B Lender and a 1999
Lender
By:
---------------------------------------------
Name:
Title:
SCOTIABANC, INC., as a 2000A Lender
By:
---------------------------------------------
Name:
Title:
