Pricing Grid. Participation Agreement ----------------------- Applicable Consolidated Applicable Margin- Applicable Margin- Commitment Indebtedness Ratio Eurocurrency Loans Base Rate Loans Fee Rate ------------------- ------------------ --------------- -------- *4.0 to 1.0 1.75% .750% .375% **4.0 to 1.0 and 1.75% .750% .375% *3.0 to 1.0 **3.0 to 1.0 and 1.50% .500% .300% *2.0 to 1.0 **2.0 to 1.0 and 1.25% .500% .300% *1.0 to 1.0 **1.0 to 1.0 1.00% 0% .250% * denotes greater than ** denotes less than or equal to Changes in the Applicable Margin or in the Applicable Commitment Fee Rate resulting from changes in the Consolidated Indebtedness Ratio shall become effective on each date which is the start of the succeeding fiscal quarter (each, an "Adjustment Date") for which an Applicable Margin Certificate of --------------- Holdings is delivered to the Lenders pursuant to Section 10.2(f) of the Guarantee (but in any event not later than the 45th day after the end of each of each quarter of each fiscal year) and shall remain in effect until the next change to be effected pursuant to this paragraph. If any Applicable Margin Certificate referred to above is not delivered within the time periods specified above, then the Consolidated Indebtedness Ratio as at the end of the fiscal period that would have been covered thereby shall for the purposes of this definition be deemed to be greater than 4.0 to 1.0. In addition, at all times while an Event of Default shall have occurred and be continuing, the highest rate set forth in each column of the Pricing Grid shall apply. Each determination of the Consolidated Indebtedness Ratio pursuant to this Pricing Grid shall be made for the periods and in the manner contemplated by Section 11.1(d) of the Guarantee. EXHIBIT D TO THE PARTICIPATION AGREEMENT ----------------------- FORM REQUISITION HANOVER COMPRESSION INC. (the "Lessee"), submits this Requisition and ------ certifies, represents and warrants to each of the Lessor, Investors, The Chase Manhattan Bank, as agent (in such capacity, the "Agent"), and each of the ----- financial institutions from time to time parties to the Credit Agreement (the "Lenders") dated as of October 27, 2000, as follows (capitalized terms used in ------- this Requisition and not otherwise defined herein shall have the meaning assigned to such terms in Annex A to the Participation Agreement dated as of ------- October 27, 2000 , among the Lessee, the Lessor, the Investor, the Agent and the Lenders) in each case as of the date hereof:
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Pricing Grid. Participation Agreement ----------------------- Revolving Credit Facility ------------------------- Applicable Consolidated Applicable Margin- Applicable Margin- Commitment Indebtedness Ratio Eurocurrency Loans Base Rate Loans Fee Rate ------------------- ------------------ ------------------ --------------- -------- *4.0 to 1.0 1.751.50% .750.500% .375% **4.0 to 1.0 and 1.751.25% .750.250% .375.300% *3.0 to 1.0 **3.0 to 1.0 and 1.501.00% .500.250% .300.250% *2.0 to 1.0 **2.0 to 1.0 and 1.25.750% .5000% .300.250% *1.0 to 1.0 **1.0 to 1.0 1.00.500% 0% .250.1875% * denotes greater than ** denotes less than or equal to Changes in the Applicable Margin or in the Applicable Commitment Fee Rate resulting from changes in the Consolidated Indebtedness Ratio shall become effective on each date which is the start of the succeeding fiscal quarter (each, an "Adjustment Date") for which an Applicable Margin Certificate of --------------- Holdings is delivered to the Lenders pursuant to Section 10.2(f7.2(f) of the Guarantee (but in any event not later than the 45th day after the end of each of each quarter of each fiscal year) and shall remain in effect until the next change to be effected pursuant to this paragraph. If any Applicable Margin Certificate referred to above is not delivered within the time periods specified above, then the Consolidated Indebtedness Ratio as at the end of the fiscal period that would have been covered thereby shall for the purposes of this definition be deemed to be greater than 4.0 to 1.0. In addition, at all times while an Event of Default shall have occurred and be continuing, the highest rate set forth in each column of the Pricing Grid shall apply. Each determination of the Consolidated Indebtedness Ratio pursuant to this Pricing Grid shall be made for the periods and in the manner contemplated by Section 11.1(d8.1(d). * Greater than ** Less than or equal to HANOVER COMPRESSOR COMPANY CREDIT AGREEMENT DISCLOSURE SCHEDULES ------------------------------------- General Comments with respect to HCC Disclosure Schedule: --------------------------------------------------------- While HCC has endeavored to identify under each Schedule and (by way of enumeration or cross reference) of the Guaranteeparticular items relevant thereto, items listed under one Schedule may be relevant to another Schedule. EXHIBIT D TO THE PARTICIPATION AGREEMENT ----------------------- FORM REQUISITION HANOVER COMPRESSION INC. (the "Lessee")Accordingly, submits this Requisition and ------ certifiesitems listed under each Schedule are hereby incorporated by reference in each other Schedule, represents and warrants to each of the Lessor, Investors, The Chase Manhattan Bank, as agent (in such capacity, the "Agent"), and each of the ----- financial institutions from time to time parties but only to the Credit Agreement (the "Lenders") dated as of October 27, 2000, as follows (capitalized extent relevant to such other Schedule. Capitalized terms used in ------- this Requisition herein and not otherwise defined herein shall have the meaning assigned meanings ascribed to such terms them in Annex A to the Participation Agreement dated as Agreement. SCHEDULE 1.1A LENDERS AND COMMITMENTS ----------------------- Name and Address Commitment of ------- October 27Lender Percentage Commitment -------------- ----------- -------------- The Chase Manhattan Bank 20.0% $40,000,000.00 ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇, 2000 ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ Attention: ▇▇▇▇▇ ▇▇▇▇ Telecopy: (▇▇▇) ▇▇▇-▇▇▇▇ with a copy to: Credit Lyonnais 17.5% 35,000,000.00 ▇▇▇▇ ▇▇▇▇▇▇▇▇▇, among the Lessee▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇, the Lessor▇▇▇▇▇ ▇▇▇▇▇ Attention: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Telecopy: (▇▇▇) ▇▇▇-▇▇▇▇ ▇▇▇▇▇ Fargo Bank (Texas), the Investor17.5% 35,000,000.00 National Association ▇▇▇▇ ▇▇▇▇▇▇▇▇▇, the Agent and the Lenders▇/▇▇/ ▇▇▇▇▇ ▇▇▇▇▇▇ Group ▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇ Attention: ▇▇▇ ▇▇▇▇▇▇▇ Telecopy: (▇▇▇) in each case as ▇▇▇-▇▇▇▇ The Bank of the date hereof:Nova Scotia 15.0% 30,000,000.00 ▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇ Attention: ▇▇▇▇▇▇ ▇▇▇▇▇ Telecopy: (▇▇▇) ▇▇▇-▇▇▇▇ Paribas 12.5% 25,000,000.00 ▇▇▇▇ ▇▇▇▇▇, Suite 3100 Houston, Texas 77002 Attention: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ Telecopy: (▇▇▇) ▇▇▇-▇▇▇▇ First Union National Bank ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇ Attention: ▇▇▇▇▇▇ ▇▇▇▇▇ Telecopy: (▇▇▇) ▇▇▇-▇▇▇▇ 12.5% 25,000,000.00 Bankers Trust Company c/o Deutsche Bank ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇/▇▇/ ▇▇▇▇▇ ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ Attention: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ Telecopy: (▇▇▇) ▇▇▇-▇▇▇▇ 5.0% 10,000,000.00 ----------- ------ ----------------- Total 100% $200,000,000.00 SCHEDULE 5.2 MATERIAL CHANGES ------------ ---------------- SCHEDULE 5.4 REQUIRED CONSENTS ------------ ----------------- SCHEDULE 5.16 ENVIRONMENTAL ------------- -------------
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Pricing Grid. Participation Agreement ----------------------- Applicable Consolidated Applicable Margin- Applicable Margin- Commitment Indebtedness Ratio Eurocurrency Loans Base Rate Loans Fee Rate ------------------- ------------------ --------------- -------- *4.0 to 1.0 1.75% .750% .375% **4.0 to 1.0 and 1.75% .750% .375% *3.0 to 1.0 **3.0 to 1.0 and 1.50% .500% .300% *2.0 to 1.0 **2.0 to 1.0 and 1.25% .500% .300% *1.0 to 1.0 **1.0 to 1.0 1.00% 0% .250% * denotes greater than ** denotes less CONSOLIDATED LEVERAGE RATIO FACILITY FEE RATE APPLICABLE MARGIN (bps) UTILIZATION FEE RATE (bps) (bps) -------------------------------------- ------------------------- --------------------------- ------------------------ Less than or equal to Changes 10% 15.0 45.0 10.0 -------------------------------------- ------------------------- --------------------------- ------------------------ Less than or equal to 20% but 17.5 62.5 10.0 greater than 10% -------------------------------------- ------------------------- --------------------------- ------------------------ Less than or equal to 25% but 20.0 80.0 12.5 greater than 20% -------------------------------------- ------------------------- --------------------------- ------------------------ Greater than 25% 22.5 102.5 25.0 -------------------------------------- ------------------------- --------------------------- ------------------------ For the purposes of the Pricing Grid, changes in the Applicable Margin or in the Applicable Commitment Fee Rate resulting from changes in the Consolidated Indebtedness Leverage Ratio shall become effective on each the date which is (the start of the succeeding fiscal quarter (each, an "Adjustment Date") for that is three Business Days after the date on which an Applicable Margin Certificate of --------------- Holdings is financial statements are delivered to the Lenders Administrative Agent and each Lender pursuant to Section 10.2(f) of the Guarantee (but in any event not later than the 45th day after the end of each of each quarter of each fiscal year) 5.1 and shall remain in effect until the next change to be effected pursuant to this paragraph. If any Applicable Margin Certificate financial statements referred to above is are not delivered within the time periods specified abovein Section 5.1, then then, until the Consolidated Indebtedness Ratio as at date that is three Business Days after the end of the fiscal period that would have been covered thereby shall for the purposes of this definition be deemed to be greater than 4.0 to 1.0. In addition, at all times while an Event of Default shall have occurred and be continuingdate on which such financial statements are delivered, the highest rate set forth in each column of the Pricing Grid shall apply. Each determination of the Consolidated Indebtedness Leverage Ratio pursuant to this the Pricing Grid shall be made for in a manner consistent with the periods and in the manner contemplated by determination thereof pursuant to Section 11.1(d) of the Guarantee6.1. EXHIBIT D TO THE PARTICIPATION AGREEMENT ----------------------- FORM REQUISITION HANOVER COMPRESSION INC. (the "Lessee"), submits this Requisition and ------ certifies, represents and warrants to each of the Lessor, Investors, The Chase Manhattan Bank, as agent (in such capacity, the "Agent"), and each of the ----- financial institutions from time to time parties to the Credit Agreement (the "Lenders") dated as of October 27, 2000, as follows (capitalized terms used in ------- this Requisition and not otherwise defined herein shall have the meaning assigned to such terms in Annex A to the Participation Agreement dated as of ------- October 27, 2000 , among the Lessee, the Lessor, the Investor, the Agent and the Lenders) in each case as of the date hereof:SCHEDULE 1.1
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Sources: 364 Day Credit Agreement (Aspen Insurance Holdings LTD)