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EXHIBIT 10.25
AMENDMENT, WAIVER AND CONSENT
AMENDMENT, WAIVER AND CONSENT dated as of April 14, 1997 (this
"Amendment"), to the Second Amended and Restated Credit Agreement, dated as of
December 19, 1995 (as heretofore amended and as the same may be further
amended, supplemented or otherwise modified from time to time, the "Credit
Agreement"), among HANOVER COMPRESSOR COMPANY, a Delaware corporation ("HCC" or
the "Borrower"), the several banks and other financial institutions from time
to time parties thereto (the "Banks") and THE CHASE MANHATTAN BANK (formerly
known as Chemical Bank), a New York banking corporation, as the agent for the
Lenders (in such capacity, the "Agent").
W I T N E S S E T H:
WHEREAS, the Borrower, the Banks and the Agent are parties to the
Credit Agreement; and
WHEREAS, the Borrower has requested that the Agent and the Banks (i)
increase the Commitments under the Credit Agreement from $90 million to $150
million, (ii) waive the Borrower's non-compliance with the terms and provisions
of the Loan Documents resulting from the Oklahoma Disposition (as defined
hereinbelow), (iii) consent to the transaction contemplated by the
Hanover/Xxxxx Columbus Mortgage (as defined hereinbelow) and waive any
violation of the Loan Documents resulting therefrom, (iv) amend Schedule I of
the HCC Pledge Agreement and (v) waive certain provisions of Subsection 8 of
the Collateral Trust Agreement; and
WHEREAS, the Agent and the Banks are agreeable to the requested
amendments, waivers and consents 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:
1. Defined Terms. Unless otherwise defined herein, capitalized
terms used herein which are defined in the Credit Agreement or the Collateral
Trust Agreement, are used herein as therein defined and the following term
shall have the following meaning:
"Oklahoma Disposition": shall mean that certain disposition
of the property located in Oklahoma by HCC, as described in the letter
from HCC to the Agent dated April 7, 1997.
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2. Amendment to Schedule I to the Credit Agreement. Schedule I
to the Credit Agreement is hereby amended by deleting the existing Schedule I
in its entirety and substituting in lieu thereof the new Schedule I attached
hereto as Exhibit A.
3. Waiver Related to the Oklahoma Disposition. The Agent and the
Banks hereby waive the Borrower's non- compliance with the terms and provisions
of the Loan Documents (including without limitation the Credit Agreement, the
HCC Security Agreement and the Oklahoma Mortgage) and any Default or Event of
Default which may have occurred in connection therewith as a result of the
Oklahoma Disposition.
4. Consent Related to the Hanover/Xxxxx Columbus Mortgage.
Notwithstanding the terms and provisions of the Loan Documents (including
without limitation the Credit Agreement and the Hanover/Xxxxx Security
Agreement), the Agent and the Banks hereby consent to Hanover/Xxxxx and the
Borrower entering into the mortgage financing arrangement pursuant to which
Hanover/Xxxxx will (i) incur additional indebtedness in order to exercise its
option to purchase the production equipment fabrication facility in Columbus,
Texas and (ii) mortgage the acquired facility as security for the financing
(the "Hanover/Xxxxx Columbus Mortgage") and waive any violation of the Loan
Documents (including without limitation the Credit Agreement and the
Hanover/Xxxxx Security Agreement) which might result therefrom and waive any
requirement that such assets acquired be included as Collateral under the
Security Documents; provided, however, that (i) any Indebtedness incurred in
connection therewith shall be included for purposes of calculating the
financial covenants under Subsection 8.1 of the Credit Agreement, (ii) the
total amount of Indebtedness incurred in connection therewith not exceed $2.4
million, (iii) no Liens on any of the Borrower's and its Subsidiaries' assets
(with the exception of the Hanover/Xxxxx Columbus Mortgage) be granted in
connection therewith.
5. Amendment to Schedule I of the HCC Pledge Agreement. Schedule
I of the HCC Pledge Agreement is hereby amended by deleting the number "2" from
the column representing the stock certificate number relating to the pledged
shares of Contract Compression International Argentina, S.A. and substituting
in lieu thereof the number "1".
6. Wavier of Subsection 8 of the Collateral Trust Agreement. The
Agent and the Banks hereby waive compliance with the thirty day written notice
requirement of Subsection 8 of the Collateral Trust Agreement solely with
respect to the increase of Commitments contemplated by this Amendment and
acknowledge that such increased Commitments will constitute Additional
Indebtedness and Master Debt.
7. Effectiveness. This Amendment shall become effective on April
14, 1997 (the "Amendment Effective Date") subject to the fulfillment of the
following conditions: (a) the Borrower shall have delivered to the Agent and
the Collateral Trustee duly executed copies of this Amendment, (b) the Agent
shall have received duly executed copies of this Amendment from each Bank, (c)
the Borrower shall have delivered to the Agent on behalf of each Bank a duly
executed replacement Revolving Credit Note in a principal amount equal to such
Bank's Amended Commitment in substitution for and replacement of each Bank's
existing Revolving Credit Note (each Bank hereby agreeing to return to the
Borrower as soon
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as practicable thereafter such Bank's cancelled, existing Revolving Credit
Note), (d) no Default or Event of Default shall have occurred and be continuing
on the date hereof after giving effect to this Amendment, (e) the Agent shall
have received from JEDI a consent to this Amendment and a waiver of the thirty
day notice requirement of Subsection 8 of the Collateral Trust Agreement and
(f) the Collateral Trustee and the Agent shall have received, with a copy for
each Bank, the following:
(i) a copy of the resolutions, in form and substance
satisfactory to the Agent, of the Board of Directors of the Borrower
authorizing (x) the execution, delivery and performance of this
Amendment and (y) the incurrence of the Additional Indebtedness
pursuant to the Credit Agreement as modified by this Amendment;
(ii) a certificate of a Responsible Officer of the Borrower
certifying that all provisions (including Subsections 8 and 9) of the
Collateral Trust Agreement that are required for (i) the Additional
Indebtedness created by the Credit Agreement as modified by this
Amendment to constitute Master Debt have been complied with and
demonstrating, in reasonable detail, compliance with any restrictions
on the incurrence of the Additional Indebtedness by the Borrower under
any Master Debt Agreement and (ii) this Amendment have been complied
with;
(iii) a legal opinion of Xxxx, Xxxxxx & Xxxxxxxxx, acceptable
to the Agent, relating to this Amendment, the issuance of the
Additional Indebtedness pursuant to this Amendment as Master Debt
under the Collateral Trust Agreement and as to such other related
matters as the Agent may reasonably request;
(iv) a letter from the Collateral Trustee (a) agreeing to the
waiver of the thirty day notice requirement under Subsection 8 of the
Collateral Trust Agreement and (b) stating that it has received no
objection from the Required Percentage of any Class of Master Debt
that the designation of the Additional Indebtedness created pursuant
to this Amendment as Master Debt would violate the terms of any Master
Debt Agreement; and
(v) instructions from JEDI to the Collateral Trustee
substantially similar to those set forth in the last paragraph of this
Amendment.
8. Representations and Warranties. The Borrower hereby
represents and warrants that the representations and warranties contained in
the Credit Agreement (except those which expressly speak as of a certain date)
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.
9. Continuing Effect of Credit Agreement. This
Amendment shall not constitute an amendment or waiver of any other provision of
the Credit Agreement or the Loan Documents not expressly referred to herein and
shall not be construed as a wavier or consent to any further or future action
on the part of the Borrower that would require a waiver or consent of the Agent
and/or the Banks. Except as expressly amended hereby, the
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provisions of the Credit Agreement and the Loan Documents are and shall remain
in full force and effect.
10. 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.
11. GOVERNING LAW. THIS AMENDMENT SHALL BE GOVERNED BY,
AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW
YORK.
12. Expenses. The Borrower agrees to pay or reimburse
the Agent for all of their 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
Agent.
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IN WITNESS WHEREOF, the parties hereto have caused this Amendment to
be executed and delivered by their duly authorized officers as of the date
first written above. In addition, the undersigned holders of Secured
Obligations hereby authorize and direct the Collateral Trustee to (A) consent
to any waiver of (i) Subsection 5(i) of the Hanover/Xxxxx Security Agreement
with respect to the Hanover/Xxxxx Columbus Mortgage, (ii) Subsections 5(j) and
8 of the HCC Security Agreement with respect to the Oklahoma Disposition and
(iii) Subsection 8 of the Collateral Trust Agreement pursuant to Section 6 of
this Amendment, (B) release the property covered in the Oklahoma Disposition
from any Lien created by the Security Documents and (C) release the Liens on
that portion of the Collateral that will be subject to the Hanover/Xxxxx
Columbus Mortgage.
HANOVER COMPRESSOR COMPANY
BY: /s/ XXXXXX XXXXXXX
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Name: Xxxxxx Xxxxxxx
Title: Treasurer
THE CHASE MANHATTAN BANK (formerly known
as Chemical Bank), as Agent and as a Bank
BY: /s/ XXXXXX XXX XXXXXX
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Name: Xxxxxx Xxx Xxxxxx
Title: Vice President
THE BANK OF NOVA SCOTIA
BY: /s/ A.S. XXXXXXXXXX
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Name: A.S. XXXXXXXXXX
Title: SR. TEAM LEADER-LOAN OPERATIONS
CREDIT LYONNAIS, NEW YORK BRANCH
BY: /s/ PASCAL POUPELLE
-----------------------------------------
Name: PASCAL POUPELLE
Title: SENIOR VICE PRESIDENT
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XXXXX FARGO BANK (TEXAS) NATIONAL
ASSOCIATION
BY: /s/ XXXXXXXX X. XXXXX
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Name: Xxxxxxxx X. Xxxxx
Title: Vice President
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Acknowledged and agreed to as
of the date hereof:
MAINTECH ENTERPRISES, INC.
By: /s/ XXXXXX BEDRID
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Name: Xxxxxx Bedrid
Title: Treasurer
HANOVER/XXXXX, INC.
By: /s/ XXXXXX BEDRID
--------------------------------
Name: Xxxxxx Bedrid
Title: Treasurer
HANOVER ACQUISITION CORP.
By: /s/ XXXXXX BEDRID
--------------------------------
Name: Xxxxxx Bedrid
Title: Treasurer
HANOVER LAND COMPANY
By: /s/ XXXXXX BEDRID
--------------------------------
Name: Xxxxxx Bedrid
Title: Treasurer
THE CHASE MANHATTAN BANK
(formerly known as Chemical
Bank), as Collateral Trustee
By: /s/ XXXXX XXXXXX
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Name: Xxxxx Xxxxxx
Title: Trust Officer
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EXHIBIT A Schedule I
BANKS AND COMMITMENTS
Name and Address Commitment
of Bank Percentage Commitment
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The Chase Manhattan Bank 30.000000000% $45,000,000
1 Chase Xxxxxxxxx Xxxxx, 0xx Xxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attention: Xxxxxx X. Xxxxxx
Telecopy: (000) 000-0000
with a copy to:
Chase Securities Inc.
Oil and Gas Group
0 Xxxxx Xxxxxxxxx Xxxxx, 0xx Xxxxx
Xxx Xxxx, Xxx Xxxx 10081
Attention: Xxxxxxx Xxxxx
Telex: 232 337
Telecopy: (000) 000-0000
Xxxxx Fargo (Texas) National 23.333333333% $35,000,00
Association
0000 Xxxxxxxxx, 0xx Xxxxx
Xxxxxxx, Xxxxx 00000
Attention: Xxxxxxxx Xxxxx
Telecopy: (000) 000-0000
The Bank of Nova Scotia 23.000000000% $35,000,00
000 Xxxxxxxxx Xxxxxx Xxxxxxxxx
Xxxxx 0000
Xxxxxxx, Xxxxxxx 00000
Attention: Xxxxxx Xxxxx
Telecopy: (000) 000-0000
With a copy to:
The Bank of Nova Scotia
0000 Xxxxxxxxx, Xxxxx 0000
Xxxxxxx, Xxxxx 00000
Attention: Xxxxx Xxxx
Telecopy: (000) 000-0000
Credit Lyonnais 23.333333333% $35,000,00
0000 Xxxxxxxxx, Xxxxx 0000
Xxxxxxx, Xxxxx 00000
Attention: Xxxxx Xxxxx
Telecopy: (000) 000-0000
Total:
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100% $150,000,000
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