EXHIBIT 10.12
EXECUTION COPY
TIDES AMENDMENT, CONSENT AND JOINDER
TIDES AMENDMENT, CONSENT AND JOINDER, dated as of December 9,
1999 (this "Amendment"), to (i) the Participation Agreement, dated as of June
15, 1999 (as the same may be amended, supplemented or otherwise modified from
time to time, the "1999 Participation Agreement"), among Hanover Compression
Inc. (formerly known as Hanover Compressor Company), a Delaware corporation
("HCC" and the "Lessee"), Hanover Equipment Trust 1999A (the "1999 Lessor"),
Societe Generale Financial Corporation and FBTC Leasing Corp., Inc. (the "1999
Investors"), the lenders parties thereto (the "1999 Lenders") and The Chase
Manhattan Bank, a New York banking corporation, as the agent for the 1999
Lenders (the "Agent"), and the Guarantee, as defined in the 1999 Participation
Agreement (the "1999 Guarantee"), (ii) the Participation Agreement, dated as of
July 22, 1998 (as the same may be amended, supplemented or otherwise modified
from time to time, the "1998 Participation Agreement") (the 1999 Participation
Agreement and the 1998 Participation Agreement, together the "Participation
Agreements"), among HCC, Hanover Equipment Trust 1998A (the "1998 Lessor"),
Societe Generale Financial Corporation (the "1998 Investor"), the lenders
parties thereto (the "1998 Lenders") and the Agent, as agent for the 1998
Lenders, and the Guarantee, as defined in the 1998 Participation Agreement
(the "1998 Guarantee") (the 1999 Guarantee and the 1998 Guarantee, together the
"Guarantees") and (iii) the other Operative Documents (as defined in either
Participation Agreement).
W I T N E S S E T H:
WHEREAS, HCC has requested that the Agent and the Required
Lenders under each of the Participation Agreements amend certain covenants in
each of the Participation Agreements and Guarantees so as to permit Holdings (as
defined below) and the TIDES Trust (as defined below) to enter into the TIDES
Transaction (as defined below); and
WHEREAS, HCC has requested that each of the Agent, the
Required Lenders and the Investors, as party to each Participation Agreement and
each other Operative Document as applicable, consent to the proposed
Restructuring Transactions (as defined below); and
WHEREAS, upon the effectiveness of the Amendment, Holdings, a
newly formed subsidiary of HCC, will become the parent company of HCC; and
WHEREAS, Holdings (as defined below) has agreed to execute and
deliver this Amendment in order to become a party to each of the Guarantees; and
WHEREAS, the Agent and the Required Lenders under each of the
Participation Agreements are agreeable to the requested amendments, but only on
the terms and subject to the conditions set forth herein;
2
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 either Participation Agreement are used herein as therein
defined and the following terms shall have the following meanings:
"Holdings" shall mean Hanover Compressor Company, a Delaware
corporation and a newly formed subsidiary of HCC, which, upon the
effectiveness of the Amendment, will become the parent company of HCC as
described in paragraph A of Annex B.
"Restructuring Transactions" shall mean the restructuring
transactions by HCC of its domestic legal structure to align its
operations and to produce certain tax efficiencies, as further described
in Annex B hereto.
"TIDES Trust" shall mean Hanover Compressor Capital Trust, a
Delaware business trust formed as described in Annex A hereto, and its
successors and assigns.
"TIDES Transactions" shall mean the transactions described in
Annex A hereto.
II. Amendments to all Operative Documents.
1. Change of Name. All Operative Documents are hereby
amended by deleting therefrom any existing reference to "Hanover Compressor
Company" in its entirety and substituting in place thereof "Hanover Compression
Inc. (formerly known as Hanover Compressor Company)".
III. Amendments to the Participation Agreements.
1. Amendment to Section 8. Section 8 of each of the
Participation Agreements is hereby amended by deleting Subsection 8.8 in its
entirety therefrom and substituting in place thereof the following:
"8.8 Oklahoma Equipment Subleases. With respect to any leases
or other agreement entered into by Lessee with respect to Equipment
located in the State of Oklahoma ("Oklahoma Subleases"), Lessee shall,
no later than May 15, 2000 (or, for any Oklahoma Sublease entered into
after February 15, 2000, 90 days after the date such Oklahoma Sublease
is entered into), undertake to file, in accordance with 60 Okla. Stat.
1991 Section 319 et. seq., the original Oklahoma Sublease instrument or
a true copy thereof in the chattel mortgage records of the office of the
county clerk in the county where the Equipment is located and provide
Agent with reasonably satisfactory evidence of Lessee's compliance with
this Section 8.8.".
3
2. Amendment to Annex A (Rules of Usage). (a) Annex A to
each of the Participation Agreements is hereby amended by deleting therefrom any
existing reference to "HCC" (other than the definitions of "Commonly Controlled
Entity", "Fee Letter", "HCC", "Shareholder Subordinated Debt" and "Wartsilla
Guaranty Obligation") in its entirety and substituting in place thereof
"Holdings".
(b) Annex A to each of the Participation Agreements is
hereby amended by deleting therefrom the definitions of the following defined
terms in their respective entireties and substituting in place thereof the
following new definitions:
"Corporate Guarantees" shall mean, collectively, that certain
Subsidiaries' Guarantee and that certain Holdings Guarantee made by the
Guarantors pursuant to the Corporate Credit Agreement and such other
guarantees of the loans and the other obligations of HCC under the
Corporate Credit Agreement.
"Guarantors" shall mean collectively, Holdings, the Lessee,
Hanover/Smith, Inc., a Delaware corporation, Hanover Maintech, Inc., a
Texas corporation and Hanover Land Company, a Texas corporation.
"HCC" shall mean Hanover Compression Inc. (formerly known as
Hanover Compressor Company), a Delaware corporation.
"Lessee" shall mean Hanover Compression Inc. (formerly known
as Hanover Compressor Company), a Delaware corporation.
(c) Annex A to each of the Participation Agreements is
hereby amended by inserting the following new definitions in the appropriate
alphabetical order:
"Holdings" shall mean Hanover Compressor Company, a Delaware
corporation and a newly formed subsidiary of HCC, which, upon the
effectiveness of the TIDES Amendment, will become the parent company of
HCC as described in paragraph A of Annex B to the TIDES Amendment.
"Qualified Subsidiary" shall mean each Subsidiary of Holdings
organized under a jurisdiction of the United States and having assets
located primarily in the United States.
"Subordinated Debt" shall mean, with respect to Holdings and
each Subsidiary, the Shareholder Subordinated Debt, the TIDES Debentures
and any other unsecured Indebtedness the terms of which provide that
such Indebtedness is subordinate and junior in right of payment to the
payment of all obligations and liabilities of HCC to the Administrative
Agent and the Lenders hereunder; provided that prior to an Event of
Default, Holdings and any Subsidiaries may make regularly scheduled
interest payments in respect of such Indebtedness.
"Subordinated Guarantor Obligation" shall mean, with respect
to Holdings and each Subsidiary, any unsecured Guarantor Obligation the
terms of which provide that
4
such Guarantor Obligation is subordinate and junior in right
to the payment of all the obligations and liabilities of HCC to the
Agent and the Lenders.
"TIDES" shall mean the Term Income Deferrable Equity
Securities (TIDES)(SM) as further described in Annex A to the TIDES
Amendment.
"TIDES Amendment" shall mean the TIDES Amendment, Consent and
Joinder, dated as of December 9, 1999, to the Participation Agreement
and certain other Operative Documents.
"TIDES Debentures" shall mean the unsecured debentures junior
and subordinate in right of payment of all the obligations and
liabilities of Holdings to be issued by Holdings in connection with the
issuance of TIDES as further described in Annex A to the TIDES
Amendment.
"TIDES Trust" shall mean Hanover Compressor Capital Trust, a
Delaware business trust formed as described in Annex A to the TIDES
Amendment, and its successors and assigns.
"TIDES Transactions" shall mean the transactions described in
Annex A to the TIDES Amendment.
"Unqualified Subsidiary" shall mean any Subsidiary of Holdings
other than a Qualified Subsidiary.
(d) Annex A to each of the Participation Agreements is
hereby amended by inserting new paragraph (j) after paragraph (i) in the rules
and usage portion thereof:
"(e) After the effective date of the TIDES Amendment, for
purposes of determining compliance with the covenants contained in
Subsections 10.1 and 11.1 of the Guarantee, the term 'Holdings' shall be
deemed a reference to HCC for any period which is prior to the effective
date of the TIDES Amendment, covered by such covenants.".
IV. Amendments to Guarantees.
2. Amendment to Section 10 (Affirmative Covenants of the
Guarantor). (a) Section 10 of each of the Guarantees is hereby amended by adding
the phrase "and such Guarantor (except in the case of delivery of financial
information, reports, certificates and notices) shall cause each of its
Subsidiaries to" after the first use of the phrase "such Guarantor will".
(b) Section 10 of each of the Guarantees is hereby amended
by deleting therefrom any existing reference to "HCC" in its entirety and
substituting in place thereof "Holdings".
3. Amendment to Subsection 10.9 (Subsequent Guarantees).
Subsection 10.9 of each of the Guarantees is hereby amended by replacing the
phrase "(other than HMS and
5
MAC)" after the first use of the phrase "Qualified Subsidiary" with the phrase
"(other than the TIDES Trust, HMS and MAC)".
4. Amendment to Section 11 (Negative Covenants). Section
11 of each of the Guarantees is hereby amended by deleting therefrom any
existing reference to "HCC" (other than in subsection 8.3(n)) in its entirety
and substituting in place thereof "Holdings".
5. Amendment to Subsection 11.1 (Financial Condition
Covenants). Subsection 11.1 of each of the Guarantees is hereby amended by
deleting paragraphs (a), (b), (c), (d) and (e) in their entirety therefrom and
substituting in place thereof the following:
"(a) Maintenance of Consolidated Indebtedness to Consolidated
Capitalization. Permit the ratio (expressed as a percentage) of
Consolidated Indebtedness to Consolidated Capitalization of Holdings and
its Subsidiaries as at the end of any of Holdings' fiscal quarters to be
greater than .65 to 1.0; provided that for purposes of calculating the
foregoing ratio, Consolidated Indebtedness shall exclude seventy percent
(70%) of the Indebtedness in respect of the TIDES Debentures.
(b) Current Ratio. Permit the Current Ratio of Holdings and
its Subsidiaries at the end of any of Holdings' fiscal quarters to be
less than 1.0 to 1.0.
(c) Consolidated Indebtedness to Consolidated U.S. EBITDA.
Permit the ratio of Consolidated Indebtedness to Consolidated U.S.
EBITDA for the four consecutive fiscal quarters of Holdings most
recently ended to be greater than 5.25 to 1.0; provided that for
purposes of calculating the foregoing ratio, Consolidated Indebtedness
shall exclude seventy percent (70%) of the Indebtedness in respect of
the TIDES Debentures.
(d) Consolidated Indebtedness to Consolidated EBITDA. Permit
the ratio of Consolidated Indebtedness to Consolidated EBITDA for the
four consecutive fiscal quarters of Holdings most recently ended to be
greater than 4.0 to 1.0; provided that for purposes of calculating the
foregoing ratio, Consolidated Indebtedness shall exclude seventy percent
(70%) of the Indebtedness in respect of the TIDES Debentures.
(e) Interest Coverage Ratio. Permit the ratio of
Consolidated EBITDA to Consolidated Interest Expense for the period of
four consecutive fiscal quarters of Holdings most recently ended to be
less than 2.5 to 1.0; provided that for purposes of calculating the
foregoing ratio, Consolidated Interest Expense shall exclude any accrued
but unpaid interest relating to the TIDES or TIDES Debentures.".
6. Amendment to Subsection 11.4 (Limitation on Guarantor
Obligations). Subsection 11.4 of each of the Guarantees is hereby amended by
deleting paragraphs (g) and (h) in their entirety therefrom and substituting in
place thereof the following:
"(g) the Guarantor Obligations arising pursuant to the
Operative Agreements and the Other Equipment Lease Operative Agreements;
6
(h) the Guarantor Obligations of HCC in the nature of a
guarantee or indemnification for, in each case, performance obligations
(and not Indebtedness) as contemplated by the HMS Transactions; and
(i) the Subordinated Guarantor Obligations of Holdings
arising under agreements entered into by Holdings as contemplated by the
TIDES Transactions.".
7. Amendment to Subsection 11.5 (Limitations on Fundamental
Changes). Subsection 11.5 of each of the Guarantees is hereby amended by
deleting paragraphs (d) and (e) in their entirety therefrom and substituting in
place thereof the following:
"(d) any Unqualified Subsidiary may be merged or consolidated
with or into any other Person and/or may sell, lease, assign, transfer
or otherwise dispose of any of its assets (upon voluntary liquidation or
otherwise) to any other Person provided that, if merged or consolidated
with or into a Qualified Subsidiary, the Qualified Subsidiary will
remain as a 'Qualified Subsidiary' after the merger;
(e) pursuant to the Operative Agreements and Other Equipment
Lease Operative Agreements; and
(f) the TIDES Trust may wind up or dissolve itself (or
suffer a liquidation or dissolution), or convey, assign, transfer or
otherwise dispose of, all or substantially all of its property, business
or assets, as contemplated by the TIDES Transactions.".
8. Amendment to Subsection 11.8 (Limitation on Dividends).
Subsection 11.8 of each of the Guarantees is hereby amended by deleting
sub-clause (i) in its entirety and substituting in place thereof the following:
"(i) Subsidiaries of Holdings may declare and pay dividends
to Holdings (to the extent necessary to pay interest on, or redeem, the
TIDES Debentures) and other shareholders of such Subsidiaries and the
TIDES Trust may redeem the TIDES as contemplated by the TIDES
Transactions".
Amendment to Subsection 11.10 (Limitation on
Investments, Loans and Advances). Subsection 11.10 of each of the Guarantees is
hereby amended by deleting the paragraphs (h) and (i) in their entirety and
substituting in place thereof the following:
"(h) Investments or acquisitions by Holdings or its
Subsidiaries in up to 50% of the shares of capital stock, partnership
interests, joint venture interests, limited liability company interests
or other similar equity interests in, a Person (other than a
Subsidiary), provided that the aggregate amount of all such investments
or acquisitions does not exceed $25,000,000 in any fiscal year;
(i) Loans to employees, officers and directors of Holdings
and its Subsidiaries to acquire shares of capital stock of Holdings not
to exceed $20,000,000; and
7
(j) the purchase by the TIDES Trust of debentures issued by
Holdings as contemplated by the TIDES Transactions.".
9. Amendment to Subsection 11.11 (Limitation on Optional
Payments and Modifications of Debt Instruments). Subsection 11.11 of each of the
Guarantees is hereby amended by deleting such subsection in its entirety
therefrom and substituting in place thereof the following:
"11.11 Limitation on Optional Payments and Modifications of
Debt Instruments. (i) Make any optional payment or prepayment on or
redemption of any portion of the Shareholder Subordinated Debt, (ii)
make any optional payment, prepayment in excess of $10,000,000 during
any calendar year on or redemption of any Indebtedness other than (a)
redemptions of any portion of the TIDES Debentures or TIDES as
contemplated by the TIDES Transactions or (b) any optional payment,
prepayment or redemption of any Indebtedness pursuant to the Corporate
Credit Agreement, the Operative Agreements or the Other Equipment Lease
Operative Agreements or (iii) amend, modify or change, or consent or
agree to any amendment, modification or change to any of the terms of
any Indebtedness other than (a) any Indebtedness pursuant to the
Corporate Credit Agreement, the Operative Agreements or the Other
Equipment Lease Operative Agreement 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 less restrictive.".
V. Joinder to the Guarantees.
By executing and delivering this Amendment, Holdings hereby
becomes a party to each of the Guarantees as a Guarantor thereunder with the
same force and effect as if originally named therein as a Guarantor and, without
limiting the generality of the foregoing, hereby expressly assumes all
obligations and liabilities of a Guarantor thereunder.
VI. Consent.
In connection with the proposed Restructuring Transactions,
each of the Required Lenders and the Investors, as party to each Participation
Agreement and each other Operative Document, as applicable, consent to the
proposed Restructuring Transactions; provided, however, that the foregoing
consent with respect to the Restructuring Transactions (other than the portion
thereof described in paragraph A of Annex B) is conditioned upon receipt by the
Investors and the Administrative Agent, with a copy for each 1999 Lender and
1998 Lender, of (i) executed amendments to certain Operative Documents in form
and substance as are satisfactory to the Administrative Agent and the Investors,
(ii) executed joinders to each of the Guarantees pursuant to Subsection 10.9 of
each such Guarantee, and (iii) legal opinions, certificates, resolutions and all
other documents that are reasonably requested by the Administrative Agent or the
Investors.
8
VII. General.
1. Effectiveness. This Amendment shall become effective
upon fulfillment of the following conditions precedent: (a) Holdings, HCC, the
1999 Lessor and the 1998 Lessor shall have delivered to the Agent duly executed
copies of this Amendment, (b) the Guarantors shall have delivered to the Agent
duly executed copies of this Amendment, (c) the Agent shall have received duly
executed copies of this Amendment from the Required Lenders and the Investors
under each of the Participation Agreements, (d) no Default or Event of Default
shall have occurred and be continuing on the date hereof after giving effect to
this Amendment, and (e) the Agent shall have received, for the account of each
1999 Lender and 1998 Lender that has delivered an executed counterpart of this
Amendment to the Agent by December 8, 1999, payment by HCC of an amendment fee
in the amount of $25,000.
2. Representations and Warranties. Holdings, HCC and each
of the Guarantors hereby represents and warrants that the representations and
warranties contained in each of the Participation Agreements (other than Section
8.8 of each Participation Agreement) and the Operative Agreements (as defined in
each of the Participation Agreements) (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.
3. Continuing Effect of Participation Agreements and
Operative Agreements. This Amendment shall not constitute an amendment or waiver
of any other provision of either of the Participation Agreements or the
Operative Agreements (as defined in either Participation Agreement) 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, the 1999 Lessor, the 1998
Lessor or Guarantors that would require a waiver or consent of the Agent and/or
the 1999 Lenders or 1998 Lenders. Except as expressly amended hereby, the
provisions of each of the Participation Agreements and the Operative Agreements
(as defined in either Participation Agreement) are and shall remain in full
force and effect.
4. 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.
5. GOVERNING LAW. THIS AMENDMENT SHALL BE GOVERNED BY, AND
CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.
6. Expenses. Holdings and HCC agree to pay or reimburse the
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
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 Guarantor
By: /s/ [ILLEGIBLE]
------------------------------------
Name: [ILLEGIBLE]
Title: Vice President
HANOVER COMPRESSOR INC. (formerly known as
Hanover Compressor Company), as Lessee and
as a Guarantor
By: /s/ [ILLEGIBLE]
------------------------------------
Name: [ILLEGIBLE]
Title: Vice President
HANOVER EQUIPMENT TRUST 1999A
By: Wilmington Trust Company, not
individually but solely as Trustee
By:
------------------------------------
Name:
Title:
HANOVER EQUIPMENT TRUST 1998A
By: Wilmington Trust Company, not
individually but solely as Trustee
By:
------------------------------------
Name:
Title:
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 Guarantor
By:
------------------------------------
Name:
Title:
HANOVER COMPRESSION INC. (formerly known as
Hanover Compressor Company), as Lessee and
as a Guarantor
By:
------------------------------------
Name:
Title:
HANOVER EQUIPMENT TRUST 1999A
By: Wilmington Trust Company, not
individually but solely as Trustee
By: /s/ Robert P. Hines, Jr.
------------------------------------
Name: Robert P. Hines, Jr.
Title:
HANOVER EQUIPMENT TRUST 1998A
By: Wilmington Trust Company, not
individually but solely as Trustee
By: /s/ Robert P. Hines, Jr.
------------------------------------
Name: Robert P. Hines, Jr.
Title:
THE CHASE MANHATTAN BANK, as Agent,
a 1999 Lender and 1998 Lender
By: /s/ Peter M. Ling
-----------------------------
Name: Peter M. Ling
Title: Vice President
SOCIETE GENERALE FINANCIAL CORPORATION
as a 1999 Investor
By: /s/ Richard W. Crannell, Jr.
--------------------------------
Name: Richard W. Crannell, Jr.
Title: Vice President
FBTC LEASING CORP., as a 1999 Investor
and as a Lender
By: /s/ Kazuaki Kitabatake
---------------------------------
Name: Kazuaki Kitabatake
Title: Vice President
ABN AMRO BANK N.V., as a 1999 Lender and
1998 Lender
By: /s/ Deanna Breland
--------------------------------
Name: Deanna Breland
Title: Vice President
By: /s/ Brandi Lippincott
--------------------------------
Name: Brandi Lippincott
Title: Assistant Vice President
THE BANK OF NOVA SCOTIA, as a 1999
Lender and 1998 Lender
By: /s/ N. Bell
--------------------------
Name: N. Bell
title: Assistant Agent
FIRST UNION NATIONAL BANK, as a 1998 Lender
By: /s/ Robert R. Wetteroff
----------------------------------
Name: Robert R. Wetteroff
Title: Senior Vice President
BANK OF SCOTLAND, as a 1999 Lender
By: /s/ Annie Glynn
-------------------------------
Name: Annie Glynn
Title: Senior Vice President
PARIBAS, as a 1999 Lender
By: /s/ Marian Livingston
---------------------------------
Name: Marian Livingston
Title: Vice President
By: /s/ Betsy Jocher
---------------------------------
Name: Betsy Jocher
Title: Vice President
THE FUJI BANK LIMITED, as a 1999 Lender
By: /s/ Jacques Azagury
----------------------------------
Name: Jacques Azagury
Title: Senior Vice President and Manager
BANKERS TRUST COMPANY, as a 1999 Lender
By: /s/ Marcus M. Tarkington
-----------------------------------
Name: Marcus M. Tarkington
Title: Principal
COMERICA BANK, as a 1999 Lender
By: /s/ T. Bancroft Mattei
-----------------------------------
Name: T. Bancroft Mattei
Title: Account Officer
CREDIT LYONNAIS NEW YORK BRANCH, as a 1999
Lender and 1998 Lender
By: /s/ Phillippe Soustra
---------------------------------
Name: Phillippe Soustra
Title: Senior Vice President
DG BANK DEUTSCHE GENOSSENSCHAFTSBANK
AG, as a 1999 Lender
By: /s/ Craig Anderson
-------------------------------
Name: Craig Anderson
Title: Assistant Vice President
By: /s/ Lynne McCarthy
-------------------------------
Name: Lynne McCarthy
Title: Asst. Vice President
DRESDNER BANK AG, NEW YORK AND GRAND
CAYMAN BRANCHES, as a 1998 Lender
By: /s/ B. Craig Erickson
----------------------------------
Name: B. Craig Erickson
Title: Vice President
By: /s/ Joanna M. Solowski
----------------------------------
Name: Joanna M. Solowski
Title: Vice President
BANK ONE, N.A. (formerly known as The First
National Bank of Chicago), as a 1998 Lender
and a 1999 Lender
By: /s/ Karen A. Patterson
-----------------------------------
Name: Karen A. Patterson
Title: First Vice President
THE INDUSTRIAL BANK OF JAPAN, LTD.,
NEW YORK BRANCH, as a 1999 Lender
By: /s/ Michael N. Oakes
------------------------------------
Name: Michael N. Oakes
Title: Senior Vice President
Houston Office
SUNTRUST BANK, ATLANTA, as a 1999 Lender
and 1998 Lender
By: /s/ John A. Fields, Jr.
-----------------------------------
Name: John A. Fields, Jr.
Title: Vice President
SOCIETE GENERALE, SOUTHWEST AGENCY,
as a 1999 Lender and 1998 Lender
By: /s/ Mark A. Cox
--------------------------------
Name: Mark A. Cox
Title: Director
Head of Houston Office
WELLS FARGO BANK (TEXAS) N.A., as a 1999 Lender
By: /s/ Joseph P. Maxwell
-----------------------------------
Name: Joseph P. Maxwell
Title: Vice President
WILMINGTON TRUST COMPANY, in its
individual capacity, only to the extent
expressly set forth herein
By: /s/ Robert P. Hines, Jr.
-------------------------------
Name: Robert P. Hines, Jr.
Title:
HANOVER/SMITH, INC., as a Guarantor
By: /s/ [ILLEGIBLE]
--------------------------------
Name: [ILLEGIBLE]
Title: VICE PRESIDENT
HANOVER MAINTECH, INC. as a Guarantor
By: /s/ [ILLEGIBLE]
--------------------------------
Name: [ILLEGIBLE]
Title: VICE PRESIDENT
HANOVER LAND COMPANY, as a Guarantor
By: /s/ [ILLEGIBLE]
--------------------------------
Name: [ILLEGIBLE]
Title: