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EXHIBIT 4.13
AMENDED AND RESTATED
STOCKHOLDERS AGREEMENT
(JOINT ENERGY DEVELOPMENT INVESTMENTS LIMITED PARTNERSHIP)
THIS AMENDED AND RESTATED STOCKHOLDERS AGREEMENT (JOINT ENERGY
DEVELOPMENT INVESTMENTS LIMITED PARTNERSHIP) dated as of May _______, 1997,
among Hanover Compressor Company, a Delaware corporation (the "Company") and
the Stockholders party hereto (all capitalized terms used but not defined prior
to Article I shall have the meaning ascribed to them in Article I), which
Agreement shall only be effective upon the consummation of an initial public
offering of Common Stock on or prior to September 15, 1997 (the date of
consummation being the "Effective Date").
W I T N E S S E T H:
WHEREAS, as of the date hereof, the Company and the Stockholders are
parties to that certain Stockholders Agreement (Joint Energy Development
Investments Limited Partnership) dated as of August 7, 1995, amended as of
December 23, 1996 (the "Stockholders Agreement");
WHEREAS, no amendment of the Stockholders Agreement shall be valid
unless the same shall be executed by all of the Stockholders;
WHEREAS, the Company and the Stockholders agree that it is in their
best interests to amend and restate the Stockholders Agreement in its entirety.
NOW, THEREFORE, in consideration of the foregoing, of the mutual
covenants and agreements herein contained and of other good and valuable
consideration, the receipt, adequacy and sufficiency of which are hereby
acknowledged, the parties hereto, intending legally to be bound, hereby agree
as follows:
ARTICLE I
DEFINITIONS; ETC.
1.1 Definitions. Except as otherwise herein expressly provided,
the following terms and phrases shall have the meanings set forth below:
"Affiliate" shall mean (i) in the case of an entity, any Person who or
which, directly or indirectly, through one or more intermediaries, controls or
is controlled by, or is under common control with, any specified Person or (ii)
in the case of an individual, such individual's spouse, children, grandchildren
or parents or a trust primarily for the benefit of any of the foregoing. With
respect to GKH, the term Affiliate shall expressly include the partners in GKH
and with respect to JEDI, the term Affiliate shall expressly include the
partners in JEDI.
"Agreement" shall mean this Amended and Restated Stockholders
Agreement (Joint Energy Development Investments Limited Partnership), as
originally executed and as amended, modified, supplemented or restated from
time to time, as the context requires.
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"Bankruptcy" shall mean with respect to any Person (i) the making of a
general assignment or composition for the benefit of creditors or (ii) any
commencement of bankruptcy, reorganization, debt arrangement or other case or
proceeding under any bankruptcy or insolvency law, or any liquidation
proceeding under any bankruptcy or insolvency law, or the commencement in
respect of such Person or a substantial portion of such Person's property or
assets of any liquidation proceeding and, if such case or proceeding is not
commenced by such Person, it is either (A) consented to or acquiesced in by
such Person or (B) remains undismissed after 60 days following the date of
commencement thereof.
"Board" shall mean the Board of Directors of the Company, as
constituted from time to time.
"Bona Fide Purchaser" shall mean any Person (other than a selling
Stockholder's Affiliate) who or which has delivered a good faith written offer
to purchase all of such Stockholder's Stock for cash or Marketable Securities
provided, however, that, such Person has the requisite financial resources
necessary, in the reasonable opinion of the Board, to purchase and acquire such
Stockholder's Stock.
"Common Stock" shall mean the Company's common stock, par value $.001
per share.
"Control" (including the terms "controlled by" and "under common
control with"), with respect to the relationship between or among two or more
Persons, means the possession, directly or indirectly or as trustee or
executor, of the power to direct or cause the direction of the affairs or
management of a Person, whether through the ownership of voting securities, as
trustee or executor, by contract or otherwise, including, without limitation,
the ownership, directly or indirectly, of securities having the power to elect
a majority of the board of directors or similar body governing the affairs of
such Person.
"Dispose" or "Disposition" (and any derivatives thereof) shall mean
(i) a voluntary or involuntary sale, assignment, transfer, conveyance or other
disposition of a Stockholder's Stock, and (ii) any agreement, contract or
commitment to do any of the foregoing, but shall exclude a pledge of a
Stockholder's Stock.
"Encumbrance" or "Encumber" shall mean or refer to any lien, claim,
charge, pledge, mortgage, encumbrance, security interest, preferential
arrangement, restriction on voting or alienation of any kind, adverse interest,
or the interest of a third party under any conditional sale agreement, capital
lease or other title retention agreement.
"Exempt Disposition" shall mean a Disposition (i) pursuant to an
effective registration statement under the Securities Act of 1933, as amended
(the "Securities Act"), or (ii) pursuant to any public distribution of Stock
pursuant to Rule 144 of the Securities Act.
"GKH" shall mean the collective reference to (i) GKH Investments,
L.P., a Delaware limited partnership ("Investments"), (ii) GKH Partners, L.P.,
a Delaware limited partnership ("Partners") and (iii) the respective Affiliates
of Investments and Partners. Any and all decisions
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and determinations to be made by GKH hereunder shall be made by Partners, for
itself, Investments and their respective Affiliates.
"JEDI" shall mean Joint Energy Development Investments Limited
Partnership, a Delaware limited partnership.
"Marketable Securities" shall mean securities of a Person which Person
files periodic reports pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934, but only to the extent such securities being offered by a
Bona Fide Purchaser to a Stockholder are, at the time of the offer, being
publicly traded in the over-the-counter market or on a nationally recognized
exchange.
"Non-GKH Holders" shall mean any Stockholder other than GKH.
"Person" shall mean any individual, partnership, corporation, limited
liability company, joint venture, trust, firm, association, unincorporated
organization or other entity.
"Production Equipment" shall mean, with respect to any Person other
than the Company or any of its Subsidiaries, oil and gas production equipment
which is similar to or is an enhancement of oil and gas production equipment
designed, manufactured, re-conditioned or sold by Hanover/Xxxxx, Inc. as of the
date hereof.
"Stock" shall mean (i) shares of Common Stock, (ii) shares of
preferred stock of the Company, and (iii) options and warrants exercisable with
respect to, or other securities convertible into or exchangeable for shares of,
Common Stock.
"Stockholder" or "Stockholders" shall mean the parties hereto (other
than the Company), their appropriate successors and assigns and any Person who
is (i) a holder of Stock and (ii) is or is required to be a party to this
Agreement at the time of reference thereto.
"Subsidiary" shall mean with respect to any Person, (a) any
corporation (whether now existing or hereafter organized) of which at least a
majority of the voting stock having ordinary voting power for the election of
directors is, at the time as of which any determination is being made, directly
or indirectly owned or controlled by such Person or as to which such Person has
the power to direct the management or operations thereof, whether by contract
or otherwise and (b) any partnership, joint venture, association or other
business entity (whether now existing or hereafter organized) of which more
than 50% of the equity interest is, at the time as of which any determination
is being made, directly or indirectly owned or controlled by such Person or as
to which such Person has the power to direct the management or operations
thereof, whether by contract or otherwise.
1.2 Certain Other Defined Terms. The following terms are
defined in the Section of this Agreement set forth directly opposite such
terms:
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Term Section
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Company preamble
Equity Interest 3.1
Participating Stockholder 2.2(b)
1.3 Article, Etc. References to an "Article" or a "Section"
are, unless otherwise specified, to one of the Articles or Sections of this
Agreement.
ARTICLE II
TRANSFER RESTRICTIONS
2.1 Rights to Compel Disposition.
(a) Rights of GKH. If GKH proposes to Dispose of all,
but not less than all, of its Stock to a Bona Fide Purchaser (other than
pursuant to an Exempt Disposition), then, notwithstanding anything in this
Agreement to the contrary, GKH may require the Non-GKH Holders to Dispose of
all of their Stock to such Bona Fide Purchaser for the same consideration per
share and otherwise on the same terms and conditions (other than with respect
to representations and warranties) upon which GKH effects the Disposition of
its Stock.
(b) Obligations of the Non-GKH Holders. In the event
that GKH desires to exercise its right pursuant to Section 2.1(a), GKH shall
deliver to the Company and the Non-GKH Holders notice setting forth the
consideration per share of Stock to be paid by such Bona Fide Purchaser and the
other terms and conditions of such Disposition. Within 25 days following the
date of such notice, each of the Non-GKH Holders shall deliver to GKH (i) a
stock certificate or stock certificates evidencing such Non-GKH Holder's Stock
together with an appropriate instrument of assignment duly executed in a proper
form to effect the Disposition of such Stock from such Non-GKH Holder to the
Bona Fide Purchaser on the books and records of the Company and (ii) a limited
power-of-attorney authorizing GKH to effect the Disposition of such Stock
pursuant to the terms of such Bona Fide Purchaser's offer as such terms may be
modified by GKH, provided, that all of such Non-GKH Holder's Stock is disposed
of for the same consideration per share of Stock and otherwise on the same
terms and conditions upon which GKH effects the Disposition of its Stock. In
the event that any Non-GKH Holder shall fail to deliver such documentation to
GKH, the Company shall (A) cause a notation to be made on its books and records
to reflect that the Stock of such Non-GKH Holder is bound by the provisions of
this Section 2.1 and that the Disposition of such Stock may be effected without
the such Non-GKH Holder's consent or surrender of its Stock and (B) hold back
the proceeds of the Disposition of any such Non-GKH Holder's Stock in a non-
interest bearing account pending compliance by such Non-GKH Holder with its
obligations under this Section 2.1(b).
In addition, in the event GKH exercises its rights under Section
2.1(a), the Non-GKH Holders shall be required to make to the relevant Bona Fide
Purchaser such unqualified representations and warranties with respect to their
Stock as are set forth in Section 2.3(b) hereof.
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(c) Responsibility of GKH. Promptly after the
consummation of the Disposition of Stock pursuant to this Section 2.1, GKH
shall (i) deliver notice thereof to the Non-GKH Holders, (ii) subject to clause
(B) of Section 2.1(b) remit to each Non-GKH Holder the total consideration
received by GKH, if any, with respect to such Non-GKH Holder's Stock Disposed
of pursuant hereto, and (iii) furnish such other evidence of the completion and
time of completion of such Disposition and the terms thereof as may be
reasonably requested in writing by the Non-GKH Holders.
(d) Failure to Effect Transfer. If, within 90 days
after GKH's delivery of the notice required pursuant to Section 2.1(b), GKH
shall not have completed the Disposition of its Stock and that of the Non-GKH
Holders in accordance herewith, GKH shall return to the Non-GKH Holders the
documents and instruments which the Non-GKH Holders shall have delivered
pursuant to this Section 2.1. Upon the Non-GKH Holder's receipt of such
documents, all the restrictions on Disposition contained in this Agreement with
respect to the Stock owned by the Stockholders shall again be in effect.
2.2 Rights of Inclusion.
(a) Rights of the Non-GKH Holders. (i) GKH proposes to
Dispose of its Stock to a Bona Fide Purchaser (other than pursuant to an Exempt
Disposition), (ii) such Stock represents greater than 50% of the Common Stock
then owned by GKH and (iii) GKH elects not to exercise its rights pursuant to
Section 2.1 hereof, then any Non-GKH Holder may require GKH to require the Bona
Fide Purchaser to purchase that percentage of such Non-GKH Holder's Preferred
Stock or Common Stock, as the case may be, equal to the percentage of GKH's
Stock that is being disposed of by GKH to such Bona Fide Purchaser in
accordance with this Section 2.2(a) for the same consideration per share and
otherwise on the same terms and conditions (other than with respect to
representations and warranties) upon which GKH effects the Disposition of its
Stock.
(b) Obligations of Participating Stockholder. If GKH
desires to accept a Bona Fide Purchaser's offer to purchase all of GKH's Stock
in accordance with Section 2.2(a), GKH shall deliver a copy of the Bona Fide
Purchaser's offer to the Company and the Non-GKH Holders, and, within 25 days
of the receipt of such copy, in the event that any Non-GKH Holder desires to
exercise its rights pursuant to this Section 2.2 (each a "Participating
Stockholder"), such Participating Stockholder shall deliver to GKH and the
Company written notice to such effect and shall deliver to GKH (i) a stock
certificate or stock certificates evidencing such Participating Stockholder's
Stock, together with an appropriate instrument of assignment duly executed in a
proper form to effect the Disposition of such Stock to the Bona Fide Purchaser
on the books and records of the Company and (ii) a limited power-of-attorney
authorizing GKH to effect the Disposition of such Stock pursuant to the terms
of such Bona Fide Purchaser's offer as such terms may be modified by GKH,
provided, that all of the Participating Stockholder's Stock that is being
transferred pursuant to this Section 2.2 is Disposed of for the same
consideration per share and otherwise on the same terms and conditions upon
which GKH effects the Disposition of its Stock. The failure of a Participating
Stockholder to deliver notice of its desire to exercise its rights under, or to
otherwise comply with the provisions of, this Section 2.2(b) shall be deemed be
a waiver of the Participating Stockholder's rights hereunder.
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The Participating Stockholders shall be required to make to a Bona
Fide Purchaser such unqualified representations and warranties with respect to
their Stock as are set forth in Section 2.3(b) hereof.
(c) Responsibility of GKH. In the event that any
Participating Stockholder timely exercises its rights of inclusion under this
Section 2.2, promptly after the consummation of the sale of Stock under this
Section 2.2, GKH shall (i) deliver notice thereof to each Participating
Stockholder, (ii) remit to each Participating Stockholder the total
consideration received by GKH, if any, with respect to such Participating
Stockholder's Stock sold pursuant hereto and (iii) furnish such other evidence
of the completion and time of completion of such Disposition and the terms
thereof as may be reasonably requested in writing by each Participating
Stockholder.
(d) Failure to Effect Transfer. In the event that any
Stockholder elects to exercise its rights of inclusion under this Section 2.2
as a Participating Stockholder, and if, within 90 days after GKH's delivery of
the copy of the Bona Fide Purchaser's offer pursuant to Section 2.2(b), GKH has
not completed the Disposition of its Stock and that of the Participating
Stockholders in accordance herewith, GKH shall return to each Participating
Stockholder the documents and instruments which such Participating Stockholder
delivered for Disposition pursuant to this Section 2.2. Upon the Participating
Stockholders' receipt of such documents and instruments, all the restrictions
on Disposition contained in this Agreement with respect to the Stock owned by
the Stockholders shall again be in effect.
2.3 Agreement of Selling Stockholders. All sales of Stock to be
made pursuant to Sections 2.1 or 2.2 of this Agreement shall be subject to the
following terms:
(a) the Disposing Stockholder shall deliver to the
purchaser certificates evidencing the Stock being sold, free and clear of
Encumbrances, together with duly executed assignments or stock transfer powers
in favor of the purchaser or its nominees and such other documents, including
evidence of ownership and authority, as the purchaser may reasonably request;
(b) the Disposing Stockholder shall not be required to
make any unqualified representations or warranties to any Person in connection
with such sale, except as to (i) good title to the Stock being sold, (ii) the
absence of Encumbrances with respect to the Stock being sold, (iii) its valid
existence and good standing of the Disposing Stockholder (if applicable), (iv)
the authority for, and validity and binding effect of (as against such
Disposing Stockholder), any agreement entered into by such Disposing
Stockholder in connection with such sale, (v) all required material consents to
such Disposing Stockholder's sale and material governmental approvals having
been obtained (excluding any securities laws) and (vi) the fact that no
broker's commission is payable by the Disposing Stockholder as a result of such
Disposing Stockholder's conduct in connection with the sale; and
(c) the Disposing Stockholder shall not be required to
provide any indemnities in connection with such sale except for breach of the
representations and warranties contained in Section 2.3(b).
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2.4 General Transfer Restriction. Unless otherwise agreed by
all of the Stockholders, any Stock Disposed by a Stockholder, other than
pursuant to an Exempt Disposition, shall remain subject to all of the terms and
conditions of this Agreement in the hands of any Person to whom such Stock may
be Disposed and any such Person shall be required to first deliver to the
Company and the Stockholders a written agreement assuming and agreeing to be
bound by all of the terms and conditions of this Agreement and to be a
Stockholder hereunder.
ARTICLE III
ADDITIONAL AGREEMENTS
3.1 Board Observation Rights; Access to Information. So long as
(a) JEDI and its Affiliates continue to own (beneficially and of record) no
less than 5.0% of the Common Stock and (b) the Company continues to be the only
business entity which markets, leases, sells or finances (to third parties)
natural gas compression and Production Equipment (any entity other than the
Company and its Subsidiaries which meets the foregoing description being
hereinafter referred to as a "Competitor") in which JEDI and, to the actual
knowledge of the executive officers of the general partner of JEDI, Affiliates
of the general partner of JEDI own (beneficially and/or of record) an equity
interest or an interest which is convertible into or exchangeable for equity
(an "Equity Interest"), JEDI shall have the right to (A) receive prior notice
of any action proposed to be taken by the Board, (B) receive such notices as
are required to be given to directors of the Company of any meeting of the
Board, (C) designate two persons to attend any meeting of the Board as
observers, (D) receive, promptly upon completion, all written management
reports and written management accounts relating to the Company, to the extent
such reports and accounts are provided to the Board and (E) have reasonable
access to the statutory books and minute books of the Company upon reasonable
prior written notice to an executive officer of the Company, but only to the
extent such statutory books and minute books would be available to all members
of the Board. The foregoing notwithstanding, without causing JEDI to lose any
of the rights granted under this Section 3.1, (x) JEDI and each of its
Affiliates may acquire ownership of Equity Interests of 5% or less of any
Competitor, which Competitor's stock is publicly traded in the over-the-counter
market or on a nationally recognized exchange and (y) any Affiliate of the
general partner of JEDI (other than Enron Corp.) that is (i) publicly traded in
the over-the-counter market or on a nationally recognized exchange and (ii)
managed independently from JEDI may acquire any amount of Equity Interests in
any Competitor.
JEDI agrees that JEDI and its designee shall not disclose any
confidential information obtained in connection with this Section 3.1 to any
Person (other than Persons in a confidential relationship with JEDI, including
JEDI's employees, advisors, agents, partners, representatives and Affiliates)
unless such Person has agreed in writing to maintain such information
confidential; provided, however, that nothing herein shall be deemed to prevent
the disclosure of any confidential information if such disclosure is (1)
required to be made in a judicial, administrative or governmental proceeding,
(2) required by any applicable law or regulation, (3) made to any governmental
agency or regulatory body having or claiming authority over any
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aspect of JEDI's or its Affiliates' businesses in connection with the exercise
of such authority or claimed authority, (4) subject to subpoena, or (5) made on
a confidential basis as JEDI deems reasonably necessary or appropriate to any
of its investors, any bank or financial institution and/or counsel to or other
representatives of such investors, bank or financial institution.
Notwithstanding the foregoing, the confidential information does not include
any information which would be excluded from the definition of "Evaluation
Materials" under the terms of the Confidentiality Agreement, dated May 24, 1995
between the Company and Enron Capital & Trade Resources Corp.
3.2 Rule 144A. Subject to the execution by any prospective
transferee of any Stockholder of a confidentiality agreement reasonably
satisfactory to the Company and its counsel, the Company will furnish any such
prospective transferee of any Stockholder (so long as such Stockholder owns any
Stock), upon the request of such Stockholder or such prospective transferee the
information required by Rule 144A of the Securities Act.
ARTICLE IV
MISCELLANEOUS PROVISIONS
4.1 Endorsement on Stock Certificates. Each and every
certificate evidencing Stock shall contain upon its face, or on the reverse
side thereof, the following legend:
"THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF
1933, AS AMENDED, AND MAY NOT BE OFFERED, SOLD OR OTHERWISE
TRANSFERRED, PLEDGED OR HYPOTHECATED UNLESS AND UNTIL REGISTERED UNDER
SUCH ACT, OR UNLESS SUCH OFFER, SALE, TRANSFER, PLEDGE OR
HYPOTHECATION IS EXEMPT FROM REGISTRATION OR IS OTHERWISE IN
COMPLIANCE WITH SUCH ACT. THE TRANSFERABILITY OF THIS SECURITY IS
ALSO SUBJECT TO RESTRICTIONS CONTAINED IN A STOCKHOLDERS AGREEMENT AND
A REGISTRATION RIGHTS AGREEMENT, WHICH AGREEMENTS THE COMPANY WILL
FURNISH TO THE HOLDER OF THIS SECURITY UPON REQUEST.
A STATEMENT SUMMARIZING THE VOTING POWERS, DESIGNATIONS, PREFERENCES,
LIMITATIONS, RESTRICTIONS AND RELATIVE RIGHTS OF THE VARIOUS CLASSES
OF STOCK OR SERIES THEREOF MAY BE OBTAINED BY THE STOCKHOLDERS OF THE
COMPANY, WITHOUT CHARGE, FROM THE PRINCIPAL OFFICES OF THE COMPANY."
4.2 Termination. This Agreement shall terminate upon the
earliest to occur of the following events:
(a) Bankruptcy of the Company;
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(b) The consummation of a publicly registered offering
of 20% or more of the Common Stock other than the offering contemplated to
occur on the Effective Date; provided, that the provisions of Article III
hereof shall remain in full force and effect;
(c) 100% of the Stock being owned by a single
Stockholder;
(d) the voluntary agreement, in writing, of all of the
Stockholders; or
(e) August 1, 2005.
4.3 Shareholders Agreement. Upon the Effective Date, the
Stockholders Agreement shall terminate.
4.4 Stock Subject to this Agreement.
(a) This Agreement shall apply to all Stock currently or
hereinafter owned or acquired by the Stockholders including, without
limitation, (i) the Stock held by the Stockholders on the date hereof, (ii) any
Stock issued to any Stockholder pursuant to Section 4.4(b) hereof, (iii) any
Stock issued to any Stockholder pursuant to such Stockholder's exercise of an
option or warrant and (iv) any Stock otherwise purchased, acquired or issued to
any Stockholder.
(b) If, at any time, and from time to time, the Company
shall declare and make a distribution upon any of the Stock, or shall validly
issue Stock in lieu of, or in exchange for, or in addition to, any of the Stock
without the receipt of additional consideration therefor, then any such Stock
subsequently issued with respect to the Stock then subject to this Agreement
shall constitute additional Stock subject to this Agreement.
4.5 Notices. Any and all notices or other communications
provided for herein shall be in writing and shall be considered duly given upon
the earliest to occur of (a) personal delivery, (b) 2 days after being
delivered to a national recognized overnight delivery courier or service, (c) 3
days after being mailed by registered or certified mail, return receipt
requested, postage prepaid or (d) the delivering parties receipt of a written
confirmation of a facsimile transmission. Any notice to a Stockholder shall be
addressed to such Stockholder at its address listed on the signature pages of
this Agreement. Any party hereto may change its address by giving notice to
the other parties hereto as provided herein.
4.6 Severability. If any provision of this Agreement is held by
a court of competent jurisdiction to be invalid, illegal or unenforceable, such
provision shall be severed and the remaining provisions hereof shall be
enforced to the extent possible or modified in such a way as to make it
enforceable, and the invalidity, illegality or unenforceability thereof shall
not affect the validity, legality or enforceability of the remaining provisions
of this Agreement.
4.7 Modification; Amendment. No modification or amendment of
this Agreement shall be valid unless the same shall be in writing executed by
all of the Stockholders.
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4.8 Governing Law. This Agreement shall be governed by and
construed in accordance with the laws of the State of Delaware, without regard
to the conflict of laws provisions thereof.
4.9 Binding Effect; Complete Agreement. This Agreement shall be
binding upon and shall inure to the benefit of the parties hereto and their
respective heirs, personal representatives, successors and assigns. This
Agreement (and all agreements and other documents referred to herein)
constitutes the entire agreement among the parties hereto and supersedes all
prior agreements and understandings, oral or written, among the parties hereto
with respect to the subject matter hereof.
4.10 Specific Performance. The parties acknowledge that given
the nature of the obligations of the parties hereto that any non-breaching
party will be irreparably damaged by a breach of this Agreement. The parties
hereto therefore acknowledge and agree that any non-breaching party hereto may
seek specific performance of the provisions hereof and that no party hereto may
assert adequacy of a remedy at law as a defense to an action for specific
performance hereunder.
4.11 Counterparts. This Agreement may be executed in one or more
counterparts, each of which shall be deemed an original, and all of which
together shall constitute one and the same instrument.
4.12 Attorneys' Fees. If any legal action, including an action
for declaratory relief, is brought to enforce any provision of this Agreement,
the prevailing party or parties, as the case may be, shall be entitled to
recover his, its or their respective reasonable attorneys' fees from the
non-prevailing party or parties, as the case may be. These fees, which may be
set by the court in the same action or in a separate action brought for that
purpose, are in addition to any other relief to which any prevailing party may
be entitled.
IN WITNESS WHEREOF, this Agreement has been duly executed by the
parties as of the date first above written.
THE COMPANY:
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HANOVER COMPRESSOR COMPANY
a Delaware corporation
By:
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Title: Executive Vice President
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THE STOCKHOLDERS:
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JOINT ENERGY DEVELOPMENT INVESTMENTS LIMITED
PARTNERSHIP, Delaware limited partnership
By: Enron Capital Management Limited
Partnership, its general partner
By: Enron Capital Corp., its general partner
By:
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Address:
c/o Enron Corp.
0000 Xxxxx Xxxxxx
Xxxxxxx, Xxxxx 00000
Attention: Xxxxxx XxXxx,
Specialist 28th Floor
GKH PARTNERS, L.P., a Delaware limited partnership
By: JAKK HOLDING CORP., a general partner
By:
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Xxxxxx X. Xxxxx, President
Address:
000 Xxxx Xxxxxxx Xxxxxx, Xxxxx 0000
Xxxxxxx, Xxxxxxxx 00000
GKH INVESTMENTS, L.P., a Delaware limited
partnership.
By: GKH Partners, L.P., its general partner
By: JAKK Holding Corp., a general partner
By:
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Xxxxxx X. Xxxxx, President
Address:
000 Xxxx Xxxxxxx Xxxxxx, Xxxxx 0000
Xxxxxxx, Xxxxxxxx 00000
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