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$36	Preview Full Doc	2002	General Assignment and Assumption Agreement General Assignment and Assumption Agreement (66K) Doc #1297732: Click preview link for longer preview. General Assignment and Assumption Agreement by and among Schlumberger Technologies, Inc., Schlumberger Technology Corporation, Schlumberger BV and NPTest, Inc. _______ __, 2000 <PAGE> TABLE OF CONTENTS ----------------- <TABLE> < . . . 1297732	Schlumberger Schlumberger Technology Corp. ( Miscellany ) As referenced in this General Assignment and Assumption Agreement: Schlumberger Technology Corp – txt <DESCRIPTION>FORM OF GENERAL ASSIGNMENT AND ASSUMPTION <TEXT> <PAGE> Exhibit 10.2 General Assignment and Assumption Agreement by and among Schlumberger Technologies, Inc., Schlumberger Technology Corp oration, Schlumberger BV and NPTest, Inc. _______ __, 2000 <PAGE> TABLE OF CONTENTS ----------------- <TABLE> <CAPTION> Page ---- <S> <C> ARTICLE I _____________ Schlumberger Technology Corp – GENERAL ASSIGNMENT AND ASSUMPTION AGREEMENT This General Assignment and Assumption Agreement (this "Agreement") is effective as of _______ __, 2002, by and among Schlumberger Technologies, Inc., a Delaware corporation ("STI"), Schlumberger Technology Corp oration, a Texas corporation ("STC"), Schlumberger BV, a company organized and existing under the laws of the Netherlands ("SBV" and, together with STI, and STC, "Schlumberger"), and NPTest, Inc. ("NPT"), _____________ Schlumberger Technology Corp – Technologies, Inc. [To Come] Attention: [__________] Telephone: [__________] Facsimile: [__________] if to SBV: Schlumberger BV [To Come] Attention: [__________] Telephone: [__________] Facsimile: [__________] 10 <PAGE> if to STC: Schlumberger Technology Corp oration [To Come] Attention: [__________] Telephone: [__________] Facsimile: [__________] if to NPT: NPTest, Inc. [To Come] Attention: General Counsel Telephone: [__________] Facsimile: [__________] or to such other address as the _____________ Schlumberger Technology Corp – thereunto duly authorized on the day and year first above written. Schlumberger Technologies, Inc. NPTest, Inc. By: __________________________________ By: __________________________________ Name: Name: Title: Title: Schlumberger BV By:___________________________________ Name: Title: Schlumberger Technology Corp oration By:___________________________________ Name: Title: 19 <PAGE> SCHEDULES ---------- Schedule 1.1(c) Delayed Transfer Assets and Liabilities Schedule 1.2(a)(xii) Specific NPT Assets to be Transferred _____________ dt 1410849 ;	Nptest Nptest Inc
$44	Preview Full Doc	2002	Master Confidential Disclosure Agreement Master Confidential Disclosure Agreement (30K) Doc #1297740: Click preview link for longer preview. Master Confidential Disclosure Agreement by and among Schlumberger Technologies, Inc., Schlumberger Technology Corporation, Schlumberger BV and NPTest, Inc. _______ __, 2002 <PAGE> TABLE OF CONTENTS <TABLE> <CAPTION> . . . 1297740	Schlumberger Schlumberger Technology Corp. ( Miscellany ) As referenced in this Master Confidential Disclosure Agreement: Schlumberger Technology Corp – dex1010.txt <DESCRIPTION>FORM OF MASTER CONFIDENTIAL DISCLOSURE AGREEMENT <TEXT> <PAGE> Exhibit 10.10 Master Confidential Disclosure Agreement by and among Schlumberger Technologies, Inc., Schlumberger Technology Corp oration, Schlumberger BV and NPTest, Inc. _______ __, 2002 <PAGE> TABLE OF CONTENTS <TABLE> <CAPTION> Page ---- <S> <C> ARTICLE I _____________ Schlumberger Technology Corp – CONFIDENTIAL DISCLOSURE AGREEMENT This Master Confidential Disclosure Agreement (the "Agreement") is effective as of _______ __, 2002 (the "Effective Date"), by and among Schlumberger Technologies, Inc., a Delaware corporation ("STI"), Schlumberger Technology Corp oration, a Texas corporation ("STC"), Schlumberger BV, a company organized and existing under the laws of the Netherlands ("SBV" and, together with STI, and STC, "Schlumberger"), and NPTest, Inc. ("NPT"), _____________ Schlumberger Technology Corp – if to STI: Schlumberger Technologies, Inc. [To Come] Attention: [__________] Telephone: [__________] Facsimile: [__________] if to SBV: Schlumberger BV [To Come] Attention: [__________] Telephone: [__________] Facsimile: [__________] if to STC: Schlumberger Technology Corp oration [To Come] Attention: [__________] Telephone: [__________] Facsimile: [__________] if to NPT: NPTest, Inc. [To Come] Attention: General Counsel Telephone: [__________] Facsimile: [__________] or to such other address as the _____________ Schlumberger Technology Corp – Disclosure Agreement effective as of the date first set forth above. Schlumberger Technologies, Inc. NPTest, Inc. By: __________________________________ By: _____________________________ Name: Name: Title: Title: Schlumberger BV By: __________________________________ Name: Title: Schlumberger Technology Corp oration By: __________________________________ Name: Title: 9 </TEXT> </DOCUMENT> _____________ dt 1410852 ;	Nptest Nptest Inc
$46	Preview Full Doc	2003	Stipulation and Agreement of Settlement Stipulation and Agreement of Settlement (127K) Doc #246782: Click preview link for longer preview. UNITED STATES DISTRICT COURT SOUTHERN DISTRICT OF TEXAS HOUSTON DIVISION PIRELLI ARMSTRONG TIRE \| Civil Action No. CORPORATION RETIREE MEDICAL \| H-02-0410 BENEFITS TRUST, et al., On Behalf of \| (Consolidated) Themselves and All Others Similarly Situated, \| Hon. Vanessa D. Gilmore \| Plaintiffs, \| CLASS ACTION \| vs. \| \| HANOVER COMPRESSOR COMPANY, et al. \| \| \| Defendants. \| \| ------------------------------------------------- STIPULATION AND AGREEMENT OF SETTLEMENT This Stipulation and Agreement of Settlement dated as of October 23, 2003, (this "Stipulation") is made and entered into by and among the Settling Parties, by and through their counsel of record in the Settling Actions. This Stipulation is intended by the Settling Parties to fully, finally and forever resolve, discharge and settle the Released Claims on and subject to the terms and conditions set forth herein. All capitalized terms shall have the meanings given to such terms in Section 1 below. RECITALS WHEREAS, on or after February 4, 2002, putative securities class action lawsuits were filed by the plaintiffs named below on behalf of themselves and all others similarly situated in the United States District Court for the Southern District of Texas (the "Federal Court"), entitled {PAGE} Pirelli Armstrong Tire Corp. Retiree Medical Benefits Trust, et al. v. Hanover Compressor Co., et al., Case No. H-02-0410, McBride v. Hanover Compressor Co., Case No. H02-0431, Koch v. Hanover Compressor Co., Case No. H-02-0441, Schneider v. Hanover Compressor Co., Case No. H-02-0491, Goldstein v. Hanover Compressor Co., Case No. H-02-0526, Noyes v. Hanover Compressor Co., No. H-02-0574, Rocha v. Hanover Compressor Co., Case No. 02-0594, Peck v. Hanover Compressor Co., Case No. H-02-0627, Mueller v. Hanover Compressor Co., Case No. H-02-0652, Langhoff v. Hanover Compressor Co., Case No. H-02-0764, Fox v. Hanover Compressor Co., Case No. H-02-0815, Rosen v. Goldberg, Case No. H-02-0959, Detectives Endowment v. Hanover Compressor Co., Case No. H-02-1016, Montag v. Hanover Compressor Co., Case No. H-02-1030 and Anderson v. Hanover Compressor Co., Case No. H-02-2306 (collectively, the "Securities Actions" were filed by the "Securities Plaintiff Class"); WHEREAS, by Order dated March 28, 2002, the Federal Court consolidated the Securities Actions under the caption Pirelli Armstrong Tire Corp. Retiree Medical Benefits Trust, et al. v. Hanover Compressor Co., et al. (the "Consolidated Securities Action"); WHEREAS, by Order dated January 6, 2003, the Federal Court appointed Pirelli Armstrong Tire, Retiree Medical Benefits Trust, Plumbers & Steamfitters, Local 137 Pension Fund, O. Bryant Lewis, 720 Capital Management, LLC and Specialists DPM as lead plaintiffs (the "Lead Plaintiffs") and appointed Milberg Weiss Bershad Hynes & Lerach LLP ("Milberg Weiss") as lead counsel (the "Lead Counsel") in the Consolidated Securities Action; WHEREAS, on and after April 10, 2002, the following derivative actions were filed in or removed to the Federal Court: Koch v. O'Connor, et al., Case No. H-02-1332, Carranza v. O'Connor, et al., Case No. H-02-1430, Steves v. O'Connor, et al., Case No. H-02-1527, Hensley v. McGann, et al., Case No. H-02-2994, Harbor Finance Partners v. McGhan, et al., Case No. 2 {PAGE} H-02-0761, (the "Federal Derivative Actions") and on February 15, 2002, an additional derivative action was filed in the Delaware Chancery Court: Coffelt Family, LLC v. O'Connor (the "State Derivative Action"), et al., No. CA 19410 (collectively, the "Derivative Actions" and the plaintiffs in the Derivative Actions are the "Settling Derivative Plaintiffs"); WHEREAS, on August 19, 2002 and August 26, 2002, the Federal Derivative Actions were consolidated into the Harbor Finance Partners action (the "Consolidated Derivative Action"); WHEREAS, on January 23, 2003, Lead Plaintiff entered into tolling agreements with each of GKH Investments, L.P., GKH Partners, L.P., Joe C. Bradford, Curtis Bedrich, Goldman, Sachs & Co., Michael A. O'Connor, William S. Goldberg, Charles D. Erwin, Ted Collins, Jr., Robert R. Furgason, Rene J. Huck, Melvyn N. Klein, Alvin V. Shoemaker and Victor Grijalva, pursuant to which the statute of limitations was tolled with respect to certain claims (the "Tolling Agreements"); WHEREAS, on or after March 26, 2003, putative class actions alleging violations of the Employee Retirement Income Security Act of 1974, as amended ("ERISA") were filed in the Federal Court by or on behalf of the plaintiffs on behalf of themselves and all others similarly situated (the "ERISA Plaintiffs"): Kirkley v. Hanover Co., et al., Case No. H-03-1155, Angleopoulos v. Hanover Compressor Co., et al., Case No. H-03-1064 and Freeman v. Hanover Compressor Co., et al., Case No. H-3-1095 (collectively, the "ERISA Actions"); WHEREAS, certain of the Settling Parties, through their respective counsel, entered into a memorandum of understanding, dated May 12, 2003; WHEREAS, certain Settling Parties, including the plaintiffs in the Angleopoulos and Freeman actions, who were not parties to the memorandum of understanding that was entered 3 {PAGE} into on May 12, 2003, through their counsel, entered into a first amended memorandum of understanding dated July 18, 2003; WHEREAS, Michael O'Connor passed away on July 23, 2003 and Karen L. O'Connor has been appointed as the Independent Executrix of his Estate in Case No. 41710-2 in the County Court at Law No. 2 of Nueces County, Texas; WHEREAS, by Order dated August 1, 2003, the Federal Court consolidated the ERISA Actions into the Consolidated Securities Action for purposes of settlement; WHEREAS, the Settling Parties, including the plaintiff in the Harbor Finance Partners action (the only Settling Plaintiff who did not enter into the July 18, 2003 first amended memorandum of understanding) entered into a Second Amended and Restated Memorandum of Understanding, dated October 13, 2003 (the "MOU"); WHEREAS, on September 5, 2003, Lead Plaintiffs, on behalf of themselves and all others similarly situated, filed an Amended Complaint against PwC, Hanover, Michael McGhan, William S. Goldberg and Michael A. O'Connor (the "Consolidated Federal Securities Complaint"); WHEREAS, by Order dated October 2, 2003 the Federal Court consolidated the Consolidated Derivative Actions into the Consolidated Securities Action; WHEREAS, on October 9, 2003 the ERISA Plaintiffs filed an Amended Consolidated Complaint for Breach of Fiduciary Duty and Violation of ERISA Disclosure Requirements in the Federal Court; WHEREAS, Settling Plaintiffs, through their respective counsel, have conducted and completed extensive research, discovery and investigation during the prosecution of the Settling Actions, including without limitation: (1) inspection and analysis of tens of thousands of pages 4 {PAGE} of documents produced by Settling Defendants; (2) review of Hanover's public filings, press releases and other public statements; (3) interviews of numerous Hanover officers and employees; and (4) consultation with accounting and damages consultants; WHEREAS, Settling Parties have engaged in substantial arm's length negotiations in an effort to resolve all claims that have been or could be asserted in the Settling Actions, including conducting numerous meetings and telephone conferences where the terms of the agreements detailed herein were extensively debated and negotiated; WHEREAS, Settling Plaintiffs, through their respective counsel, have carefully considered and evaluated, inter alia, the relevant legal authorities and evidence to support the claims asserted against the Settling Defendants, the likelihood of prevailing on those claims, the Settling Defendants' respective abilities to pay any judgment obtained in light of their current financial condition, and the likely appeals and subsequent proceedings necessary if the Settling Plaintiffs did prevail against the Settling Defendants, and have concluded that the Settlement set forth herein is in the best interests of the Settling Plaintiffs; WHEREAS, the Settling Defendants have denied and continue to deny that they have liability as a result of any and all allegations contained in the Settling Actions, and are entering into the Settlement in order to eliminate the burden, distractions, expense and uncertainty of further litigation; WHEREAS, the Settling Parties and their counsel believe that the terms and conditions contained in this Stipulation are fair, reasonable and adequate; and WHEREAS, the Settling Parties and their counsel agree that these Recitals are an integral part of this Stipulation and constitute binding representations by the applicable Settling Parties and their counsel. 5 {PAGE} NOW, THEREFORE, IT IS HEREBY STIPULATED AND AGREED by and among the Settling Parties that, subject to Federal Court approval and the satisfaction of the conditions of Settlement as set forth herein, each of the Released Claims shall be finally and fully compromised, settled and released, and each of the Settling Actions shall be dismissed with prejudice, as to all Settling Parties, upon and subject to the terms and conditions of this Stipulation, as follows: 1. DEFINITIONS As used in the Stipulation the following terms have the meanings specified below: 1.1. "Actions" means the Consolidated Securities Action, the Derivative Actions and the ERISA Actions. 1.2. "Authorized Claimants" means the Authorized ERISA Claimants and the Authorized Securities Claimants. 1.3. "Authorized ERISA Claimant" means any member of the ERISA Plaintiff Class, or such Class Member's successor in interest, who files or on whose behalf is filed a timely, valid Proof of Claim and whose claim for recovery is allowed pursuant to the terms of the ERISA Settlement. 1.4. "Authorized Securities Claimant" means any member of the Securities Plaintiff Class who files or on whose behalf is filed a timely, valid Proof of Claim and whose claim for recovery is allowed pursuant to the terms of the Securities Settlement. 1.5. "Change of Control" means the (i) sale, lease or exchange of all or substantially all of Hanover's assets to any Person (other than a Person wholly owned, directly or indirectly, by Hanover), (ii) consummation of a merger, consolidation, recapitalization, reorganization or other similar transaction involving Hanover, other 246782	Schlumberger Schlumberger Technology Corp. ( Miscellany ) As referenced in this Stipulation and Agreement of Settlement: Schlumberger Technology Corp – of the Estate of Michael A. O'Connor, Deceased, Schlumberger, and GKH, and each of their respective Related Persons. 1.64. "Schlumberger" means Schlumberger Technology Corp oration, Schlumberger Oilfield Holdings Limited, and Schlumberger Surenco S.A. 1.65. "Securities Act" means the Securities Act of 1933, as amended. 1. _____________ dt 99935 ; HCC Hanover Compressor Co. ( Rental & Leasing ) As referenced in this Stipulation and Agreement of Settlement: HANOVER COMPRESSOR – Consolidated) Themselves and All Others Similarly Situated, \| Hon. Vanessa D. Gilmore \| Plaintiffs, \| CLASS ACTION \| vs. \| \| HANOVER COMPRESSOR COMPANY, et al. \| \| \| Defendants. \| \| ------------------------------------------------- STIPULATION AND AGREEMENT OF SETTLEMENT This Stipulation and Agreement of Settlement _____________ Hanover Compressor – Federal Court"), entitled {PAGE} Pirelli Armstrong Tire Corp. Retiree Medical Benefits Trust, et al. v. Hanover Compressor Co., et al., Case No. H-02-0410, McBride v. Hanover Compressor Co., Case No. _____________ Hanover Compressor – et al. v. Hanover Compressor Co., et al., Case No. H-02-0410, McBride v. Hanover Compressor Co., Case No. H02-0431, Koch v. Hanover Compressor Co., Case No. H-02-0441, _____________ Hanover Compressor – No. H-02-0410, McBride v. Hanover Compressor Co., Case No. H02-0431, Koch v. Hanover Compressor Co., Case No. H-02-0441, Schneider v. Hanover Compressor Co., Case No. H-02- _____________ Hanover Compressor – No. H02-0431, Koch v. Hanover Compressor Co., Case No. H-02-0441, Schneider v. Hanover Compressor Co., Case No. H-02-0491, Goldstein v. Hanover Compressor Co., Case No. H-02- _____________ dt 74918 ; Dechert Dechert LLP ( Legal ) As referenced in this Stipulation and Agreement of Settlement: Dechert – D. Erwin, and Hanover. 1.83. "Settling Derivative Defendants' Counsel" means Katten, Muchin, Zavis & Rosenman, Dechert LLP, Beck, Redden & Secrest, Smyser, Kaplan & Veselka, LLP, 16 {PAGE} Wright & Brown, LLP, Orgain Bell & . . . Dechert – 1.96. "Settling Securities Defendants' Counsel" means Hughes Hubbard & Reed LLP, Katten Muchin Zavis & Rosenman, Dechert LLP, Beck Redden & Secrest, Paul Weiss Rifkind, Wharton & Garrison LLP, and Wright & Brown, LLP, Orgain . . . DECHERT – S. Goldberg /s/ Edward B. Horahan, III Date: 10/23/03 --------------------------- Edward B. Horahan, III DECHERT LLP 1775 I Street, N.W. Washington, DC 20006-2401 Telephone: 202-261-3300 Facsimile: . . . dt 72210 ;	Hughes Hubbard Hughes Hubbard & Reed LLP ( Legal ) As referenced in this Stipulation and Agreement of Settlement: Hughes Hubbard – PAGE} Wright & Brown, LLP, Orgain Bell & Tucker, LLP, Skadden, Arps, Slate, Meagher & Flom, LLP, and Hughes Hubbard & Reed LLP. 1.84. "Settling Derivative Parties" means the Derivative Plaintiffs and the Settling _____________ Hughes Hubbard – Beck Redden & Secrest, Wright & Brown, LLP, Orgain Bell & Tucker, LLP, Katten, Muchin, Zavis, & Rosenman, and Hughes Hubbard & Reed LLP. 1.89. "Settling ERISA Parties" means the Settling ERISA Plaintiff Class and _____________ Hughes Hubbard – A. O'Connor, Charles D. Erwin and GKH. 1.96. "Settling Securities Defendants' Counsel" means Hughes Hubbard & Reed LLP, Katten Muchin Zavis & Rosenman, Dechert LLP, Beck Redden & Secrest, Paul Weiss Rifkind, _____________ Hughes Hubbard – or (ii) a no-action letter from the Securities and Exchange Commission, addressed to either Hughes Hubbard & Reed LLP or Hanover, substantially to the effect that (A) the Hanover Settlement Shares _____________ Hughes Hubbard – Supplemental Securities Agreement. Within ten (10) business days after the date hereof, Lead Counsel and Hughes Hubbard & Reed LLP shall enter into a Supplemental Securities Agreement providing for the termination of _____________ dt 72767 ; Katten Muchin Katten Muchin Zavis Rosenman ( Legal ) As referenced in this Stipulation and Agreement of Settlement: Katten, Muchin – I. Jon Brumley, Charles D. Erwin, and Hanover. 1.83. "Settling Derivative Defendants' Counsel" means Katten, Muchin , Zavis & Rosenman, Dechert LLP, Beck, Redden & Secrest, Smyser, Kaplan & Veselka, LLP, 16 {PAGE} Wright & _____________ Katten, Muchin – Settling ERISA Defendants' Counsel" means Beck Redden & Secrest, Wright & Brown, LLP, Orgain Bell & Tucker, LLP, Katten, Muchin , Zavis, & Rosenman, and Hughes Hubbard & Reed LLP. 1.89. "Settling ERISA Parties" means the _____________ Katten Muchin – D. Erwin and GKH. 1.96. "Settling Securities Defendants' Counsel" means Hughes Hubbard & Reed LLP, Katten Muchin Zavis & Rosenman, Dechert LLP, Beck Redden & Secrest, Paul Weiss Rifkind, Wharton & Garrison LLP, and _____________ KATTEN MUCHIN – Freeman /s/ Pamela G. Smith Date: 10/23/03 ------------------- Pamela G. Smith David H Kistenbroker KATTEN MUCHIN ZAVIS & ROSENMAN 525 West Monroe, Suite 1600 Chicago, IL 60661-3693 Telephone: 312-902- _____________ dt 72777 ; More...
$48	Preview Full Doc	2004	Settlement Agreement Settlement Agreement (38K) Doc #246737: Click preview link for longer preview. PIGAP SETTLEMENT AGREEMENT This PIGAP Settlement Agreement (this "Agreement") is made as of May 14, 2003 by and among Schlumberger Technology Corporation ("STC"), Schlumberger Oilfield Holdings Limited ("SOHL"), Schlumberger Surenco S.A. ("Surenco"), Hanover Compressor Company ("Hanover") and Hanover Compression Limited Partnership ("Purchaser"). WHEREAS, the parties hereto are parties to that certain Purchase Agreement dated as of June 28, 2001, as amended by that certain Amendment No. 1 to Purchase Agreement dated as of August 30, 2001 (together, the "Purchase Agreement"). WHEREAS, Camco International Inc. ("Camco") has been merged with and into STC. WHEREAS, any capitalized terms used and not defined herein (including Annex A hereto) shall have the meanings ascribed to them in the Purchase Agreement. WHEREAS, the WilPro Interest was transferred by Surenco to Hanover Cayman, Limited ("Hanover Cayman") at the Closing under the Purchase Agreement. WHEREAS, pursuant to Section 1.7 of the Purchase Agreement, Purchaser had the option in certain circumstances to put the WilPro Interest back to Surenco. Purchaser and Surenco desire that Purchaser retain the WilPro Interest and that the PIGAP Put be terminated and that certain other matters and issues that have arisen or may arise among the parties be settled. WHEREAS, Hanover and certain of its officers and directors are named defendants in private litigation arising out of or based, inter alia, on the 2002 restatements of Hanover's financial statements and the events giving rise thereto. Now, therefore, in consideration of the foregoing and the mutual covenants and agreements contained herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto hereby agree as follows: ARTICLE I TERMINATION AND EXCHANGE 1.1 PIGAP Put. The PIGAP Put is hereby terminated and neither Surenco nor any of its Affiliates shall have any obligation to purchase or to assume the WilPro Interest and from this day forward Surenco and its Affiliates shall have no obligations or liabilities to Purchaser and its Affiliates with respect to the WilPro Interest, including, without limitation, with respect to the PIGAP Put and any provision of the Purchase Agreement relating thereto. 1.2 Hanover Note. The Hanover Note is hereby amended, modified and re-issued as the security (the "Security") representing the Zero Coupon Subordinated Notes due March 31, 2007 in the form of Exhibit A issued pursuant to the Indenture dated the date hereof between Hanover and Wachovia Bank, as Trustee, attached hereto as Exhibit B (the "Indenture"). In connection with the execution and delivery of this Agreement, Hanover shall execute and deliver {PAGE} to STC (i) the Indenture and (ii) the Security. In addition, each of STC and Hanover shall execute and deliver the offset rights agreement attached hereto as Exhibit C. 1.3 Consent and Agreement. Each of Surenco, Hanover Cayman, Williams International PIGAP Limited and WilPro Energy Services (PIGAP) Limited shall execute and deliver the Consent and Agreement attached hereto as Exhibit D. 1.4 Registration Rights Agreement. Each of STC and Hanover shall execute and deliver the Registration Rights Agreement dated the date hereof attached hereto as Exhibit E with respect to the Zero Coupon Subordinated Notes due 2007 issuable by Hanover pursuant to the Indenture (the "Registration Rights Agreement"). 1.5 Financing Obligation. Any and all obligations of Hanover to pay Surenco and its Affiliates up to Fifty Eight Million Dollars ($58,000,000) pursuant to Section 1.2(a)(ii) of the Purchase Agreement are hereby terminated and replaced with the non-recourse promissory note (the "Non-Recourse Note") attached hereto as Exhibit F. Each of Hanover Cayman and Surenco shall execute and deliver the Assignment and Security Agreement dated the date hereof attached hereto as Exhibit G. 1.6 Credit Support for WilPro. The obligation of Surenco and its Affiliates to provide any additional funding, credit support or involvement in connection with the refinancing of the WilPro Interest by Overseas Private Investment Corporation and ABN AMRO N.V., as SACE Facility Agent and Administrative Agent, is hereby terminated as set forth in Exhibit H hereto. 1.7 Indemnification Agreement. Hanover shall execute and deliver the Indemnification Agreement dated the date hereof attached hereto as Exhibit I. 1.8 Changes to Credit Agreement. The parties hereto agree that if, prior to the Shelf Registration Statement (as such term is defined in the Registration Rights Agreement) being declared effective by the Securities and Exchange Commission (the "SEC"), (a) the definition of "Consolidated EBITDA" contained in the Credit Agreement (as defined in the Indenture), as in effect on the date hereof, is amended to add back expenses and losses resulting from the settlement of litigation or the settlement with a Governmental Authority (as defined in the Indenture) due to inquiries or investigations by one or more Governmental Authorities (collectively, the "Settlements"), the definition of "Consolidated EBITDA" contained in the Indenture shall be amended in the same manner and (b) the definition of "Consolidated Indebtedness" contained in the Credit Agreement, as in effect on the date hereof, is amended to exclude from Consolidated Indebtedness any Indebtedness incurred as a result of the Settlements, the definition of "Consolidated Indebtedness" contained in the Indenture shall be amended in the same manner; provided that (i) any such amendment to the Credit Agreement shall not effect the calculation of the Consolidated Leverage Ratio under the Credit Agreement (other than such effects caused by the changes to the definitions resulting from the amendments described above), (ii) Hanover's efforts to effect the above amendments to the Credit Agreement shall not effect or delay its efforts or obligations to file the Shelf Registration Statement with the SEC and to cause the Shelf Registration Statement to be declared effective by the SEC as provided in the Registration Rights Agreement and (iii) all costs and expenses associated with 246737	Schlumberger Schlumberger Technology Corp. ( Miscellany ) As referenced in this Settlement Agreement: Schlumberger Technology Corp – PAGE} EXHIBIT 10.2 PIGAP SETTLEMENT AGREEMENT This PIGAP Settlement Agreement (this "Agreement") is made as of May 14, 2003 by and among Schlumberger Technology Corp oration ("STC"), Schlumberger Oilfield Holdings Limited ("SOHL"), Schlumberger Surenco S.A. ("Surenco"), Hanover Compressor Company ("Hanover") and Hanover Compression Limited Partnership ("Purchaser"). WHEREAS, _____________ Schlumberger Technology Corp – to: Hanover Compressor Company 12001 North Houston Rosslyn Road Houston, Texas 77086 Attn: General Counsel Fax: (281) 405-6203 If to STC, to: Schlumberger Technology Corp oration 300 Schlumberger Drive MD:23 Sugar Land, Texas 77478 Attn: General Counsel Fax: (281) 285-6952 with a copy to (which shall _____________ SCHLUMBERGER TECHNOLOGY CORP – intentionally left blank.] 10 {PAGE} IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first set forth above. SCHLUMBERGER TECHNOLOGY CORP ORATION By: /s/ Dean Ferris ---------------------------------------- Name: Dean Ferris Title: Assistant Secretary SCHLUMBERGER OILFIELD HOLDINGS LIMITED By: /s/ Johnson O. Afllaka ---------------------------------------- Name: Johnson O. _____________ dt 99933 ; Hanover Hanover Compression LP ( Rental & Leasing ) As referenced in this Settlement Agreement: Hanover Compression Limited Partnership – 2003 by and among Schlumberger Technology Corporation ("STC"), Schlumberger Oilfield Holdings Limited ("SOHL"), Schlumberger Surenco S.A. ("Surenco"), Hanover Compressor Company ("Hanover") and Hanover Compression Limited Partnership ("Purchaser"). WHEREAS, the parties hereto are parties to that certain Purchase Agreement dated as of June 28, 2001, as amended by that _____________ HANOVER COMPRESSION LIMITED PARTNERSHIP – illegible] Title: President HANOVER COMPRESSOR COMPANY By: /s/ John E. Jackson ---------------------------------------- Name: John E. Jackson Title: Senior Vice President and Chief Financial Officer HANOVER COMPRESSION LIMITED PARTNERSHIP By: /s/ John E. Jackson ---------------------------------------- Name: John E. Jackson Title: Senior Vice President and Chief Financial Officer SIGNATURE PAGE PIGAP SETTLEMENT AGREEMENT { _____________ dt 100541 ;	HCC Hanover Compressor Co. ( Rental & Leasing ) As referenced in this Settlement Agreement: Hanover Compressor – among Schlumberger Technology Corporation ("STC"), Schlumberger Oilfield Holdings Limited ("SOHL"), Schlumberger Surenco S.A. ("Surenco"), Hanover Compressor Company ("Hanover") and Hanover Compression Limited Partnership ("Purchaser"). WHEREAS, the parties hereto are parties to _____________ Hanover Compressor – after delivery to the courier, if delivered by overnight courier service: If to Hanover, to: Hanover Compressor Company 12001 North Houston Rosslyn Road Houston, Texas 77086 Attn: General Counsel Fax: (281) 405- _____________ HANOVER COMPRESSOR – O. Afllaka Title: President SCHLUMBERGER SURENCO S.A. By: /s/ [illegible] ---------------------------------------- Name: [illegible] Title: President HANOVER COMPRESSOR COMPANY By: /s/ John E. Jackson ---------------------------------------- Name: John E. Jackson Title: Senior Vice President and _____________ Hanover Compressor – ACTION LITIGATION: {TABLE} {S} {C} 1 Pirelli Armstrong Tire Corp. Retiree Med. Benefits Trust v. Hanover Compressor Co., et. al., No. H-02-0410 (S.D. Tex. Filed Feb. 4, 2002). 2 _____________ Hanover Compressor – al., No. H-02-0410 (S.D. Tex. Filed Feb. 4, 2002). 2 McBride v. Hanover Compressor Co., et. al., No. H-02-0431 (S.D. Tex. Filed Feb. 5, 2002). 3 _____________ dt 74881 ; Gray Cary Gray Cary Ware & Freidenrich ( Legal ) As referenced in this Settlement Agreement: Gray Cary – Fax: (281) 285-6952 with a copy to (which shall not constitute notice): 9 {PAGE} Gray Cary Ware & Freidenrich 1221 South MoPac, Suite 400 Austin, Texas 78746-6875 Attn: Brian P. . . . dt 72576
$43	Preview Full Doc	2005	Settlement Agreement Settlement Agreement (15K) Doc #1166728: Click preview link for longer preview. SETTLEMENT AGREEMENT This Settlement Agreement (the ï¿½Agreementï¿½) is entered into as of this 26th day of May 2005 (the ï¿½Effective Dateï¿½), by and between Schlumberger Technology Corporation, a Texas corporation (ï¿½STCï¿½), Schlumberger Technologies, Inc., a Delaware corporation (ï¿½STIï¿½), and Schlumberger B.V., a corporation organized under the laws of The Netherlands (ï¿½SBVï¿½ and, together with STC and STI, the ï¿½Sellersï¿½) on the one hand, and NPTest Holding Corporation, a Delaware corporation (ï¿½NPTest Holdingsï¿½), NPTest Acquisition Corporation, a Delaware corporation (ï¿½NPTest . . . 1166728	Schlumberger Schlumberger Technology Corp. ( Miscellany ) As referenced in this Settlement Agreement: Schlumberger Technology Corp – MAY 26, 2005 Exhibit 10.1 SETTLEMENT AGREEMENT This Settlement Agreement (the Agreement) is entered into as of this 26th day of May 2005 (the Effective Date), by and between Schlumberger Technology Corp oration, a Texas corporation (STC), Schlumberger Technologies, Inc., a Delaware corporation (STI), and Schlumberger B.V., a corporation organized under the laws of The Netherlands (SBV and, together with STC _____________ SCHLUMBERGER TECHNOLOGY CORP – Name: Byron W. Milstead Title: Vice President and General Counsel CREDENCE SYSTEMS CORPORATION By /S/ BYRON W. MILSTEAD Name: Byron W. Milstead Title: Vice President and General Counsel -6- SELLERS SCHLUMBERGER TECHNOLOGY CORP ORATION By /S/ TAIK-HAW LIM Name: Taik-Haw Lim Title: Attorney-in-Fact SCHLUMBERGER TECHNOLOGIES, INC. By /S/ TAIK-HAW LIM Name: Taik-Haw Lim Title: President SCHLUMBERGER B. _____________ dt 1410842 ;	Credence Credence Systems Corp. ( Semiconductors )