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Amendment
Amendment (29K)
Doc #246854: Click preview link for longer preview.
AMENDMENT
AMENDMENT, dated as of June 26, 2002 (this "Amendment"), under (i) the
Guarantee (the "2000B Guarantee") and the Credit Agreement (the "2000B Credit
Agreement"), 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")
and the Credit Agreement (the "2000A Credit Agreement"), 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, (iii) the Guarantee (the "1999 Guarantee") and the
Credit Agreement (the "1999 Credit Agreement"), 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, and (iv) the Credit Agreement (as the same may have
been, amended, supplemented or otherwise modified from time to time, the "Senior
Credit Agreement"), dated as of December 15, 1997, as amended and restated on
December 3, 2001, among Hanover Compressor Company ("Holdings"), HCC, the
Administrative Agent and the lenders parties thereto (the "Senior Credit
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", and the 2000B Credit Agreement, the 2000A Credit Agreement and the
1999 Credit Agreement are collectively referred to herein as the "Synthetic
Credit Agreements".
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 and the Senior
Credit Agreement amend certain of the provisions of each of the Synthetic
Guarantees and the Senior Credit Agreement; and
{PAGE}
WHEREAS, the Administrative Agent and the Required Lenders under each of
the Synthetic Guarantees and the Senior Credit Agreement 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, and terms defined
in any of the Participation Agreements, the Synthetic Guarantees and the Senior
Credit Agreement and not defined herein are used herein as therein defined.
II. Amendments to the Senior Credit Agreement, the Synthetic Guarantees and
Annex A of the Participation Agreements.
Amendments to Subsection 1.1 of the Senior Credit Agreement and Annex A of
the Participation Agreements. (a) Subsection 1.1 of the Senior Credit Agreement
and Annex A of each of the Participation Agreements is hereby amended by adding
the following defined terms in proper alphabetical order:
"Amendment Effective Date": June 21, 2002.
"Holdings Subordinated Notes": subordinated notes to be offered
and issued by Holdings in an aggregate principal amount not to exceed
$300,000,000 on terms and conditions then customary for high-yield
subordinated debt securities issued in a public offering or a Rule
144A offering (as reasonably determined by the Administrative Agent)
and having subordination terms customary for high-yield subordinated
debt securities (as reasonably determined by the Administrative
Agent).
"Non-Recourse Indebtedness": (i) Indebtedness of Unrestricted
Subsidiaries or Unqualified Subsidiaries (a) as to which neither
Holdings nor any of its Qualified Subsidiaries (x) provides any
guarantee or credit support of any kind (including any undertaking,
guarantee, indemnity, agreement or instrument that would constitute
Indebtedness), or (y) is directly or indirectly liable (as guarantor
or otherwise) and (b) the explicit terms of which provide that there
is no recourse against any of the assets of Holdings or its Qualified
Subsidiaries (other than the Capital Stock of an Unqualified
Subsidiary) or that recourse is limited to assets which do not include
the assets of Holdings or its Qualified Subsidiaries (other than the
Capital Stock of an Unqualified Subsidiary) or (ii) Indebtedness of
Unrestricted Subsidiaries or Unqualified Subsidiaries incurred solely
to finance the acquisition or construction of specific property that
is acquired after the Amendment Effective Date provided that payment
of such Indebtedness is expressly stated to be recourse solely to such
specified property and the proceeds thereof and such Indebtedness is
incurred contemporaneously with the acquisition or construction of
such property.
{PAGE}
"Tranche B Balance Sheet Loans": any Obligations of Holdings and
its Subsidiaries under the Equipment Lease Tranche B Loans or the
Investor Contributions (as defined in each of the Participation
Agreements) that are required to be reflected as Indebtedness on the
consolidated balance sheet of Holdings.
"Pigap II Contingent Obligation": the obligation to make a
payment pursuant to Section 1.2(a)(ii) of that certain Purchase
Agreement entered into as of June 28, 2001 among Schlumberger
Technology Corporation, Camco International, Inc., Schlumberger
Oilfield Holdings, Ltd., Holdings and HCC, as amended, restated,
supplemented or otherwise modified from time to time.
(b) Section 1.1 of the Senior Credit Agreement is hereby amended by adding
the following defined term in proper alphabetical order:
"Equipment Lease Refinancing": as defined in subsection 8.2(o).
(c) Annex A of each of the Participation Agreements is hereby amended by
adding the following defined term in proper alphabetical order:
"Equipment Lease Refinancing": as defined in subsection 11.2(o).
(d) Subsection 1.1 of the Senior Credit Agreement and Subsection 1(b) of
each of the Synthetic Guarantees is hereby amended by deleting therefrom the
definitions of the following defined terms and substituting in place thereof the
following new definitions:
246854
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Schlumberger
As referenced in this Amendment:
Schlumberger
Technology Corp – make a
payment pursuant to Section 1.2(a)(ii) of that certain Purchase
Agreement entered into as of June 28, 2001 among Schlumberger
Technology Corp oration, Camco International, Inc., Schlumberger
Oilfield Holdings, Ltd., Holdings and HCC, as amended, restated,
supplemented or otherwise modified from time to time.
(b)
_____________
dt 99936
;
Hanover
As referenced in this Amendment:
Hanover
Compression Limited Partnership – 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.,
_____________
HANOVER COMPRESSION LIMITED PARTNERSHIP
– executed by their respective officers thereunto duly authorized as of the
day and year first above written.
HANOVER COMPRESSOR COMPANY
By:
-----------------------------------------
Name:
Title:
HANOVER COMPRESSION LIMITED PARTNERSHIP
By:
-----------------------------------------
Name:
Title:
JPMORGAN CHASE BANK, as Administrative Agent
By:
-----------------------------------------
Name:
Title:
{PAGE}
HANOVER COMPRESSOR COMPANY
AMENDMENT DATED AS OF JUNE , 2002
-----------------------------------------
[
_____________
dt 100566
;
HCC
As referenced in this Amendment:
Hanover Compressor – dated as of December 15, 1997, as amended and restated on
December 3, 2001, among Hanover Compressor Company ("Holdings"), HCC, the
Administrative Agent and the lenders parties thereto (the "Senior Credit
Lenders").
_____________
HANOVER COMPRESSOR – their respective officers thereunto duly authorized as of the
day and year first above written.
HANOVER COMPRESSOR COMPANY
By:
-----------------------------------------
Name:
Title:
HANOVER COMPRESSION LIMITED PARTNERSHIP
By:
-----------------------------------------
Name:
Title:
JPMORGAN CHASE BANK, as
_____________
HANOVER COMPRESSOR – LIMITED PARTNERSHIP
By:
-----------------------------------------
Name:
Title:
JPMORGAN CHASE BANK, as Administrative Agent
By:
-----------------------------------------
Name:
Title:
{PAGE}
HANOVER COMPRESSOR COMPANY
AMENDMENT DATED AS OF JUNE , 2002
-----------------------------------------
[LENDER]
By:
-----------------------------------------
Title:
{/TEXT}
{/DOCUMENT}
_____________
dt 74988
;
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 Chase Manhattan
As referenced in this Amendment:
Chase Manhattan Bank) – 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")
_____________
dt 102536
;
First Union
As referenced in this Amendment:
First Union National Bank – 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, (iii)
_____________
dt 184508
;
JPMorgan Chase
As referenced in this Amendment:
JPMorgan Chase – 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
_____________
JPMORGAN CHASE – above written.
HANOVER COMPRESSOR COMPANY
By:
-----------------------------------------
Name:
Title:
HANOVER COMPRESSION LIMITED PARTNERSHIP
By:
-----------------------------------------
Name:
Title:
JPMORGAN CHASE BANK, as Administrative Agent
By:
-----------------------------------------
Name:
Title:
{PAGE}
HANOVER COMPRESSOR COMPANY
AMENDMENT DATED AS OF
_____________
dt 73839
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Credit Agreement
Credit Agreement (590K)
Doc #586571: Click preview link for longer preview.
CREDIT AGREEMENT
DATED AS OF DECEMBER 19, 2002
AMONG
GRANT PRIDECO, LP, XL SYSTEMS, L.P., TEXAS ARAI, INC., TUBE-ALLOY CORPORATION,
STAR OPERATING COMPANY, REED-HYCALOG OPERATING, L.P.,
AND GRANT PRIDECO CANADA LTD.
AS BORROWERS,
GRANT PRIDECO, INC.,
AS A GUARANTOR,
GRANT PRIDECO, L.P.,
. . .
586571
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Schlumberger
As referenced in this Credit Agreement:
Schlumberger Technology Corp – extend credit
facilities to Borrowers of up to Two Hundred Forty Million Dollars
($240,000,000) in the aggregate for the purpose of (a) acquiring the
Reed-Hycalog business of Schlumberger Technology Corp oration (including Reed),
(b) refinancing certain indebtedness of Borrowers, (c) providing working capital
financing for Borrowers and (d) funding other purposes permitted hereunder;
WHEREAS, Borrowers have agreed to secure all
_____________
Schlumberger Technology Corp – First Tier
Revolving Loans.
"SECURITY AGREEMENT" shall mean the Security Agreement, of
even date herewith, among the Agent and the Borrowers, substantially in the form
of Exhibit J.
"SELLER" means Schlumberger Technology Corp oration.
"SERVING AFFILIATE" shall mean an Affiliate of a Lender that
is an Issuing Bank.
"SETTLEMENT DATE" shall have the meaning ascribed to that term
in SECTION 2.3(b)(
_____________
dt 1410834
;
Grant Prideco
As referenced in this Credit Agreement:
GRANT PRIDECO, INC. – 2002
AMONG
GRANT PRIDECO, LP, XL SYSTEMS, L.P., TEXAS ARAI, INC., TUBE-ALLOY CORPORATION,
STAR OPERATING COMPANY, REED-HYCALOG OPERATING, L.P.,
AND GRANT PRIDECO CANADA LTD.
AS BORROWERS,
GRANT PRIDECO, INC. ,
AS A GUARANTOR,
GRANT PRIDECO, L.P.,
AS US FUNDS ADMINISTRATOR,
GRANT PRIDECO CANADA LTD.,
AS CANADIAN FUNDS ADMINISTRATOR,
THE LENDERS SIGNATORY HERETO FROM TIME TO TIME,
AS LENDERS,
_____________
Grant Prideco, Inc. – Prideco, LP acting in its capacity as US Funds Administrator for the
Borrowers, and Grant Prideco Canada Ltd. acting in its capacity as Canadian
Funds Administrator for the Borrowers, with Grant Prideco, Inc. , a Delaware
corporation ("Grant Prideco, Inc.") as a guarantor, each of the Lenders from
time to time party hereto, Deutsche Bank Trust Company Americas, acting in its
capacity as
_____________
"Grant Prideco, Inc. – as US Funds Administrator for the
Borrowers, and Grant Prideco Canada Ltd. acting in its capacity as Canadian
Funds Administrator for the Borrowers, with Grant Prideco, Inc., a Delaware
corporation ("Grant Prideco, Inc. ") as a guarantor, each of the Lenders from
time to time party hereto, Deutsche Bank Trust Company Americas, acting in its
capacity as contractual representative for the US Lenders
_____________
Grant Prideco, Inc. – by granting to Agent,
for the benefit of Agent and Lenders, a security interest in and lien upon all
of their existing and after-acquired personal and real property;
WHEREAS, Grant Prideco, Inc. , a Delaware corporation
("Holdings"), is the parent company to the Borrowers and is willing to (a)
guarantee all of the Obligations of Borrowers to Agents and Lenders and (b)
_____________
Grant Prideco, Inc. – shares of capital stock except any amounts paid to
purchase capital stock of Holdings for delivery to officers or employees (or
accounts for their benefit) as compensation pursuant to the Grant Prideco, Inc.
Executive Deferred Compensation Plan or other employee benefit plans, to the
extent such purchases are reflected as expenses in calculating Consolidated Net
Income, and plus the amount of cash
_____________
dt 1561126
;
Grant Prideco
As referenced in this Credit Agreement:
GRANT PRIDECO, INC. – 2002
AMONG
GRANT PRIDECO, LP, XL SYSTEMS, L.P., TEXAS ARAI, INC., TUBE-ALLOY CORPORATION,
STAR OPERATING COMPANY, REED-HYCALOG OPERATING, L.P.,
AND GRANT PRIDECO CANADA LTD.
AS BORROWERS,
GRANT PRIDECO, INC. ,
AS A GUARANTOR,
GRANT PRIDECO, L.P.,
AS US FUNDS ADMINISTRATOR,
GRANT PRIDECO CANADA LTD.,
AS CANADIAN FUNDS ADMINISTRATOR,
THE LENDERS SIGNATORY HERETO FROM TIME TO TIME,
AS LENDERS,
_____________
Grant Prideco, Inc. – Prideco, LP acting in its capacity as US Funds Administrator for the
Borrowers, and Grant Prideco Canada Ltd. acting in its capacity as Canadian
Funds Administrator for the Borrowers, with Grant Prideco, Inc. , a Delaware
corporation ("Grant Prideco, Inc.") as a guarantor, each of the Lenders from
time to time party hereto, Deutsche Bank Trust Company Americas, acting in its
capacity as
_____________
"Grant Prideco, Inc. – as US Funds Administrator for the
Borrowers, and Grant Prideco Canada Ltd. acting in its capacity as Canadian
Funds Administrator for the Borrowers, with Grant Prideco, Inc., a Delaware
corporation ("Grant Prideco, Inc. ") as a guarantor, each of the Lenders from
time to time party hereto, Deutsche Bank Trust Company Americas, acting in its
capacity as contractual representative for the US Lenders
_____________
Grant Prideco, Inc. – by granting to Agent,
for the benefit of Agent and Lenders, a security interest in and lien upon all
of their existing and after-acquired personal and real property;
WHEREAS, Grant Prideco, Inc. , a Delaware corporation
("Holdings"), is the parent company to the Borrowers and is willing to (a)
guarantee all of the Obligations of Borrowers to Agents and Lenders and (b)
_____________
Grant Prideco, Inc. – shares of capital stock except any amounts paid to
purchase capital stock of Holdings for delivery to officers or employees (or
accounts for their benefit) as compensation pursuant to the Grant Prideco, Inc.
Executive Deferred Compensation Plan or other employee benefit plans, to the
extent such purchases are reflected as expenses in calculating Consolidated Net
Income, and plus the amount of cash
_____________
dt 1561139
;
|
McGraw-Hill Companies
As referenced in this Credit Agreement:
McGraw-Hill Companies, Inc – C whose public debt is rated as of the date of determination
as investment grade by Moody's Investor Services and Standard & Poor's
Rating Services, a division of the McGraw-Hill Companies, Inc . or its
principal operating subsidiary shall be excluded from this clause (e)
to the extent of the amount of such Accounts that does not exceed 20%
of the face
_____________
dt 1516676
;
Weatherford
As referenced in this Credit Agreement:
Weatherford International Ltd – any other Borrower, or the account debtor is
Holdings, a Subsidiary of Holdings, or any Affiliate of either;
provided that the restrictions in this clause (a) shall not apply to
Weatherford International Ltd . and its Subsidiaries if Weatherford
International Ltd. has signed an agreement disclaiming and waiving any
right of offset in terms and substance satisfactory to Agent in its
sole discretion;
_____________
Weatherford
International Ltd – is
Holdings, a Subsidiary of Holdings, or any Affiliate of either;
provided that the restrictions in this clause (a) shall not apply to
Weatherford International Ltd. and its Subsidiaries if Weatherford
International Ltd . has signed an agreement disclaiming and waiving any
right of offset in terms and substance satisfactory to Agent in its
sole discretion; or
15
{PAGE}
(b) the Account is
_____________
dt 1373186
;
More... |
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Credit Agreement
Credit Agreement (331K)
Doc #994892: Click preview link for longer preview.
CREDIT AGREEMENT DATED DECEMBER 17, 2003
Credit Agreement dated December 17, 2003
Exhibit 10.17 $240,000,000 CREDIT AGREEMENT among ITRON, INC., as Borrower, The Several Lenders from Time to Time Parties Hereto, BEAR STEARNS CORPORATE LENDING INC., as Syndication Agent, and WELLS FARGO BANK, NATIONAL ASSOCIATION, as Administrative Agent Dated as of December 17, 2003 BEAR, STEARNS & CO. INC., as Sole Lead Arranger and Sole Bookrunner
TABLE OF CONTENTS . . .
994892
|
Schlumberger
As referenced in this Credit Agreement:
Schlumberger Technology
Corp – 1.1. “Acquisition”: the SEI Acquisition and the JV Acquisition. “Acquisition Agreement”: the Purchase Agreement, dated as of July 16, 2003, by and among the Borrower, Schlumberger Technology
Corp oration, a Texas corporation, SEI and the other parties signatory thereto. “Acquisition Documentation”: collectively, the Acquisition Agreement and all schedules, exhibits and annexes thereto and all side letters
_____________
dt 1410839
;
Itron
As referenced in this Credit Agreement:
ITRON, INC. –
Credit Agreement dated December 17, 2003
Exhibit 10.17 $240,000,000 CREDIT AGREEMENT among ITRON, INC. , as Borrower, The Several Lenders from Time to Time Parties Hereto, BEAR STEARNS CORPORATE LENDING INC., as Syndication Agent, and WELLS FARGO BANK, NATIONAL ASSOCIATION, as Administrative Agent Dated
_____________
ITRON, Inc. – 2
Form of Revolving Note
H-3
Form of Swingline Note
I
Form of Addendum
J
Form of Solvency Certificate
iv
CREDIT AGREEMENT, dated as of December 17, 2003, among ITRON, Inc. , a Washington corporation (the
“Borrower”), the several banks and other financial institutions or entities from time to time parties to this Agreement (the “Lenders”), BEAR,
_____________
Itron, Inc. – consent of the Lead Arranger, the
Administrative Agent and the Required Lenders. (ii) The Lead Arranger shall have received satisfactory evidence that the Credit Agreement dated March 4, 2003 between Itron, Inc. , Wells Fargo Bank and the other institutions party thereto (the “Existing Credit Facility”)
shall be terminated and all amounts thereunder shall be paid in full and satisfactory
_____________
Itron, Inc. – administrative questionnaire delivered to the Administrative Agent in the case of the Lenders, or to such other address
as may be hereafter notified by the respective parties hereto:
The Borrower:
Itron, Inc.
2818 North Sullivan Road
Spokane, WA 99216
Attention: Chief Financial Officer
Telecopy: (509) 891-3334
Telephone: (509) 891-3488
with a copy to:
Itron, Inc.
2818 North Sullivan Road
_____________
Itron, Inc. – respective parties hereto:
The Borrower:
Itron, Inc.
2818 North Sullivan Road
Spokane, WA 99216
Attention: Chief Financial Officer
Telecopy: (509) 891-3334
Telephone: (509) 891-3488
with a copy to:
Itron, Inc.
2818 North Sullivan Road
Spokane, WA 99216
Attention: Corporate Secretary
Telecopy: (509) 891-3334
Telephone: (509) 891-3272
and
Perkins Coie LLP
1201 Third Avenue, 48th flr.
Seattle, WA
_____________
dt 1441832
;
|
Itron
As referenced in this Credit Agreement:
ITRON, INC. –
Credit Agreement dated December 17, 2003
Exhibit 10.17 $240,000,000 CREDIT AGREEMENT among ITRON, INC. , as Borrower, The Several Lenders from Time to Time Parties Hereto, BEAR STEARNS CORPORATE LENDING INC., as Syndication Agent, and WELLS FARGO BANK, NATIONAL ASSOCIATION, as Administrative Agent Dated
_____________
ITRON, Inc. – 2
Form of Revolving Note
H-3
Form of Swingline Note
I
Form of Addendum
J
Form of Solvency Certificate
iv
CREDIT AGREEMENT, dated as of December 17, 2003, among ITRON, Inc. , a Washington corporation (the
“Borrower”), the several banks and other financial institutions or entities from time to time parties to this Agreement (the “Lenders”), BEAR,
_____________
Itron, Inc. – consent of the Lead Arranger, the
Administrative Agent and the Required Lenders. (ii) The Lead Arranger shall have received satisfactory evidence that the Credit Agreement dated March 4, 2003 between Itron, Inc. , Wells Fargo Bank and the other institutions party thereto (the “Existing Credit Facility”)
shall be terminated and all amounts thereunder shall be paid in full and satisfactory
_____________
Itron, Inc. – administrative questionnaire delivered to the Administrative Agent in the case of the Lenders, or to such other address
as may be hereafter notified by the respective parties hereto:
The Borrower:
Itron, Inc.
2818 North Sullivan Road
Spokane, WA 99216
Attention: Chief Financial Officer
Telecopy: (509) 891-3334
Telephone: (509) 891-3488
with a copy to:
Itron, Inc.
2818 North Sullivan Road
_____________
Itron, Inc. – respective parties hereto:
The Borrower:
Itron, Inc.
2818 North Sullivan Road
Spokane, WA 99216
Attention: Chief Financial Officer
Telecopy: (509) 891-3334
Telephone: (509) 891-3488
with a copy to:
Itron, Inc.
2818 North Sullivan Road
Spokane, WA 99216
Attention: Corporate Secretary
Telecopy: (509) 891-3334
Telephone: (509) 891-3272
and
Perkins Coie LLP
1201 Third Avenue, 48th flr.
Seattle, WA
_____________
dt 1451813
;
BNY
As referenced in this Credit Agreement:
Bank of New York, – rates on overnight federal funds transactions with members of the Federal Reserve System arranged by federal funds brokers, as published on the next succeeding Business Day by the Federal Reserve Bank of New York, or, if such rate is
not so published for any day that is a Business Day, the average of the quotations for the day of such transactions received by
_____________
dt 1585633
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Subordinated Promissory Note
Subordinated Promissory Note (66K)
Doc #246821: Click preview link for longer preview.
{DOCUMENT}
{TYPE}EX-10.61
{SEQUENCE}14
{FILENAME}dex1061.txt
{DESCRIPTION}SUBORDINATED PROMISSORY NOTE
{TEXT}
{PAGE}
EXHIBIT 10.61
HANOVER COMPRESSOR COMPANY
SUBORDINATED PROMISSORY NOTE
$150,000,000 August 31, 2001
FOR VALUE RECEIVED, the undersigned, HANOVER COMPRESSOR COMPANY (herein
called the "Company"), a corporation organized and existing under the laws of
the State of Delaware, with its principal place of business located at 12001
North Houston Rosslyn, Houston, Texas 77086, hereby unconditionally promises to
pay, subject to the subordination provisions of Section 8, to the order of CAMCO
INTERNATIONAL INC., a Delaware corporation or its assigns (including any
assignee or transferee of, or other holder of, this Note, the "Seller"), at such
place as the Seller may from time to time designate in writing, the principal
sum of ONE HUNDRED FIFTY MILLION DOLLARS on December 31, 2005 (the "Maturity
Date"), with interest (computed on the basis of a 360-day year of twelve 30-day
months) (a) on the unpaid balance thereof at the Interest Rate (as hereinafter
defined) (or, during any period when an Event of Default (as hereinafter
defined) shall be in existence, the Default Rate (as hereinafter defined)) from
the date hereof, payable semi-annually, on the last day of June and December in
each year (each, an "Interest Payment Date"), commencing on December 31, 2001,
until the principal hereof shall have become due and payable, and (b) to the
extent permitted by applicable law on any overdue payment (including any overdue
prepayment) of principal and any overdue payment of interest, payable
semi-annually as aforesaid (or, at the option of the Seller, on demand), at a
rate per annum from time to time equal to the Default Rate. Payments of
principal of and interest on this Note are to be made in lawful money of the
United States of America. Notwithstanding the foregoing, except in connection
with an Offset Interest Payment (as hereinafter defined), an Offset Prepayment
(as hereinafter defined), a Section 4.2 Required Prepayment (as hereinafter
defined) or payment on the Maturity Date, interest on this Note shall be payable
only in kind and not in cash or other property. On each Interest Payment Date,
accrued interest that is then unpaid and that has not been previously added to
the principal amount of this Note shall be added to the principal amount of this
Note and amounts so added shall thereafter be deemed to be a part of the
principal amount of this Note (the "PIK Interest Portion"); provided, however,
that if on or prior to an Interest Payment Date the Seller shall have delivered
to the Company a written notice of its election to have all or a portion of such
accrued interest paid by means of an Offset Interest Payment, only that portion
of such accrued interest that exceeds the amount of such Offset Interest Payment
shall be added to the principal amount of this Note. This Note is referred to
in, and was executed and delivered in connection with, that certain Stock
Purchase Agreement dated as of June 28, 2001 (the "Stock Purchase Agreement") by
and among Schlumberger Technology Corporation, a Texas corporation, Schlumberger
Oilfield Holdings LTD., a British Virgin Islands corporation,
{PAGE}
Schlumberger Surenco S.A., a Panamanian corporation, the Seller, the Company and
Hanover Compression Limited Partnership, a Delaware limited partnership.
SECTION 1. DEFINITIONS.
"Alliance Agreement" shall mean that certain Most Favored Supplier and
Alliance Agreement dated as of August 31, 2001 by and between Schlumberger
Oilfield Holdings Limited, Schlumberger Technology Corporation and Hanover
Compression Limited Partnership, as amended, restated, supplemented, waived,
replaced, restructured or otherwise modified from time to time; provided that,
in case of any replacement agreement, the parties to the Alliance Agreement
shall have agreed in writing that such replacement agreement replaces all or a
portion of the Alliance Agreement.
"Bank Agent" shall mean with respect to any Senior Debt Agreement, the
lead agent for the lenders and/or creditors thereunder.
"Bankruptcy Code" shall mean the Bankruptcy Reform Act of 1978, as
codified under Title 11 of the United States Code, and the Bankruptcy Rules
promulgated thereunder, as the same may be in effect from time to time.
"Capital Lease" shall mean, at any time, a lease with respect to which
the lessee is required concurrently to recognize the acquisition of an asset and
the incurrence of a liability in accordance with GAAP.
"Company" is defined in the first paragraph of this Note.
"Credit Agreement" shall mean that certain Credit Agreement, dated as of
December 15, 1997, as amended and restated through March 13, 2000, among the
Company, certain of its Subsidiaries named therein from time to time, the
lenders named therein and The Chase Manhattan Bank, as administrative agent,
together with any Guaranties thereof by the Company or its Subsidiaries, in each
case, as amended, restated, supplemented, waived, replaced (whether or not upon
termination and whether with the original lenders or otherwise), restructured,
refinanced, increased or otherwise modified from time to time.
"Default" shall mean an event or condition the occurrence or existence
of which would, with the lapse of time or the giving of notice or both, become
an Event of Default.
"Default Rate" shall mean that rate of interest that is 2% per annum
above the then applicable Interest Rate.
"Event of Default" is defined in Section 6.
"GAAP" shall mean generally accepted accounting principles as in effect
from time to time in the United States of America.
-2
{PAGE}
"Governmental Authority" shall mean
(a) the government of
(1) the United States of America or any State or
other political subdivision thereof, or
(2) any jurisdiction in which the Company conducts
all or any part of its business, or which asserts jurisdiction
over any properties of the Company, or
(b) any entity exercising executive, legislative, judicial,
regulatory or administrative functions of, or pertaining to, any such
government.
"Guaranty" shall mean, with respect to any Person, any obligation
(except the endorsement in the ordinary course of business of negotiable
instruments for deposit or collection) of such Person guaranteeing or in effect
guaranteeing any Indebtedness, dividend or other obligation of any other Person
in any manner, whether directly or indirectly, including, without limitation,
obligations incurred through an agreement, contingent or otherwise, by such
Person:
(a) to purchase such Indebtedness or obligation or any
property constituting security therefor;
(b) to advance or supply funds (1) for the purchase or
payment of such Indebtedness or obligation, or (2) to maintain any
working capital or other balance sheet condition or any income statement
condition of any other Person or otherwise to advance or make available
funds for the purchase or payment of such Indebtedness or obligation;
(c) to lease properties or to purchase properties or
246821
|
Schlumberger
As referenced in this Subordinated Promissory Note:
Schlumberger Technology Corp – and delivered in connection with, that certain Stock
Purchase Agreement dated as of June 28, 2001 (the "Stock Purchase Agreement") by
and among Schlumberger Technology Corp oration, a Texas corporation, Schlumberger
Oilfield Holdings LTD., a British Virgin Islands corporation,
{PAGE}
Schlumberger Surenco S.A., a Panamanian corporation, the Seller,
_____________
Schlumberger Technology Corp – shall mean that certain Most Favored Supplier and
Alliance Agreement dated as of August 31, 2001 by and between Schlumberger
Oilfield Holdings Limited, Schlumberger Technology Corp oration and Hanover
Compression Limited Partnership, as amended, restated, supplemented, waived,
replaced, restructured or otherwise modified from time to time; provided that,
in
_____________
dt 99947
;
Hanover
As referenced in this Subordinated Promissory Note:
Hanover Compression Limited Partnership, – corporation, Schlumberger
Oilfield Holdings LTD., a British Virgin Islands corporation,
{PAGE}
Schlumberger Surenco S.A., a Panamanian corporation, the Seller, the Company and
Hanover Compression Limited Partnership, a Delaware limited partnership.
SECTION 1. DEFINITIONS.
"Alliance Agreement" shall mean that certain Most Favored Supplier and
Alliance Agreement dated as of
_____________
Hanover
Compression Limited Partnership, – Most Favored Supplier and
Alliance Agreement dated as of August 31, 2001 by and between Schlumberger
Oilfield Holdings Limited, Schlumberger Technology Corporation and Hanover
Compression Limited Partnership, as amended, restated, supplemented, waived,
replaced, restructured or otherwise modified from time to time; provided that,
in case of any replacement agreement,
_____________
dt 100558
;
|
HCC
As referenced in this Subordinated Promissory Note:
HANOVER COMPRESSOR – 61
{SEQUENCE}14
{FILENAME}dex1061.txt
{DESCRIPTION}SUBORDINATED PROMISSORY NOTE
{TEXT}
{PAGE}
EXHIBIT 10.61
HANOVER COMPRESSOR COMPANY
SUBORDINATED PROMISSORY NOTE
$150,000,000 August 31, 2001
FOR VALUE RECEIVED, the undersigned,
_____________
HANOVER COMPRESSOR – COMPANY
SUBORDINATED PROMISSORY NOTE
$150,000,000 August 31, 2001
FOR VALUE RECEIVED, the undersigned, HANOVER COMPRESSOR COMPANY (herein
called the "Company"), a corporation organized and existing under the laws of
the
_____________
HANOVER COMPRESSOR – that would require the application of the laws of a jurisdiction other
than such State.
HANOVER COMPRESSOR COMPANY
By /s/ [ILLEGIBLE]
--------------------------
Its PRESIDENT & CEO
-21
{/TEXT}
{/DOCUMENT}
_____________
dt 74956
;
Chase Manhattan
As referenced in this Subordinated Promissory Note:
Chase Manhattan Bank, – through March 13, 2000, among the
Company, certain of its Subsidiaries named therein from time to time, the
lenders named therein and The Chase Manhattan Bank, as administrative agent,
together with any Guaranties thereof by the Company or its Subsidiaries, in each
case, as amended, restated, supplemented, waived,
_____________
dt 102534
|