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MANAGEMENT AGREEMENT
This Management Agreement ("Agreement"), is entered into as of this
14th day of November, 2000, by and between OEC Compression Corporation, an
Oklahoma corporation ("OEC"), and Hanover Compression Inc., a Delaware
corporation ("Hanover"). OEC and Hanover are sometimes collectively referred
to herein as the "Parties" and individually as a "Party."
W I T N E S S E T H:
WHEREAS, OEC, Hanover Compressor Company ("HCC") and Caddo
Acquisition, Inc. are parties to that certain Agreement and Plan of Merger
dated as of July 13, 2000 as amended by that certain Amendment No. 1 dated as
of even date herewith (the "Merger Agreement") pursuant to which OEC would be
acquired by HCC and become a wholly owned subsidiary of HCC; and
WHEREAS, it was contemplated that the merger and transactions
contemplated by the Merger Agreement (the "OEC Acquisition") would have been
consummated by no later than mid-October of 2000; and
WHEREAS, the OEC Acquisition has been delayed due to factors outside
the control of HCC and OEC and as a result of such delay, OEC has suffered
losses of key employees; and
WHEREAS, OEC is engaged in compressor rental and the provision of full
compression services (the "Business"); and
WHEREAS, Hanover has expertise in the compressor rental and the
provision of full compression services business and, subject to the terms and
conditions set forth herein, OEC desires to engage the services of Hanover to
provide day to day management of the field and shop operations and certain
portions of the Business of OEC; and
WHEREAS, during the month of October, 2000 Hanover has been providing
planning, consulting and integration services to the Company; and;
WHEREAS, subject to the terms and conditions of this Agreement,
Hanover desires to accept such engagement;
NOW, THEREFORE, in view of the foregoing recitals and in consideration
of the mutual covenants contained herein, OEC hereby engages Hanover, and
Hanover accepts such engagement, to supervise and manage certain aspects of
the day-to-day field and shop operations of the Business as more
specifically set forth below.
I.
DEFINITIONS
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For purposes of this Agreement, the following terms shall have the
meaning ascribed thereto unless otherwise specified or clearly required by
the context in which such term is used.
1.1 AFFILIATES. "Affiliates," means, with respect to either Party,
entities that directly through one or more intermediaries control or are
controlled by, or are under common control with such Party, and the term
"control" shall mean the possession, directly or indirectly of the power to
direct or cause the direction of the management and policies of any entity,
whether through the ownership of voting securities, by contract or otherwise.
1.2 AGREEMENT. "Agreement" means this Management Agreement as
modified by any duly adopted amendments.
1.3 BUSINESS. "Business" means the compressor rental and full
compression service business of OEC as now conducted or as such business may
be conducted in the future.
1.4 COMMENCEMENT DATE. "Commencement Date" means as of October 1,
2000.
1.6 OEC. "OEC" means OEC Compression Corporation and its subsidiary,
Ouachita Energy Corporation, a Delaware corporation.
1.7 MERGER AGREEMENT. "Merger Agreement" means that certain
Agreement and Plan of Merger by and among OEC, Hanover Compressor Company, a
Delaware corporation, and Caddo Acquisition Corporation dated July 13, 2000
as amended by that certain Amendment No. 1 dated as of November 14, 2000.
1.8 TERM OF AGREEMENT. "Term of Agreement" means the period from the
date hereof until the Agreement is terminated pursuant to Article XII hereof.
II.
AUTHORITY AND RESPONSIBILITY OF OEC
2.1 LEGAL OWNERSHIP RETAINED IN OEC. Consistent with applicable law,
OEC shall retain legal title to its properties during the Term of Agreement.
Any addition to the assets of OEC purchased with OEC' funds shall be
purchased in the name of OEC.
2.2 SPECIFIC DUTIES AND RESPONSIBILITIES RETAINED BY OEC WITH
RESPECT TO THE BUSINESS. OEC shall remain responsible for (i) making all
bids for new business and dealing with customers for potential new business
and all other sales and marketing activities; (ii) pricing for products and
services, (iii) filing all tax returns with the Internal Revenue Service;
(iv) financial and accounting functions including billing and required
reports with the Securities and Exchange Commission, and (v) administering
all benefits, payroll and administrative costs of all OEC employees. Except
as specifically provided for in this Agreement, Hanover shall have no right
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or obligations concerning the foregoing nor shall Hanover be provided with
or have access to any information with respect to the foregoing.
III.
STATUS OF HANOVER
Hanover shall have the authority and responsibility to deal with the
Business as specifically delegated to it under this Agreement. Hanover shall
render services hereunder as OEC's agent to the extent specifically provided
herein or as further delegated from time to time by OEC and accepted in
writing by Hanover. The relationship created by this Agreement is one of
principal and agent, and nothing to the contrary shall be inferred from this
Agreement.
IV.
AUTHORITY AND RESPONSIBILITY OF HANOVER
4.1 GENERAL. As an agent for OEC, Hanover shall have the authority
and the responsibility for the supervision and management of the day-to-day
field and shop operation of the Business. As agent for OEC, Hanover agrees
to manage the day-to-day field and shop operations of Business in a prudent
manner, consistent with generally accepted standards of the compressor rental
and full compression services business. Hanover's management and activities
under this Agreement shall be subject to the terms hereof and the approval of
the Board of Directors of OEC as provided for herein (the "Board of
Directors").
4.2 MANAGERIAL PERSONNEL. Hanover shall make sufficient number of
its officers and employees available to manage and operate the Business as
Hanover shall in good faith determine to be necessary. Such officers and
employees shall be employees of Hanover and shall report to and be
responsible to Hanover. Such officers and employees shall not be employees
of OEC.
4.3 DAY-TO-DAY FIELD AND SHOP OPERATION. Day-to-day field and shop
operations of the Business shall include, without limitation, (i)
establishment of operational policies and specific operational decisions for
implementation of such policies for the field and shop operations of OEC and
(ii) personnel administration. Hanover will provide direct management of OEC
field and shop personnel. This management function will include evaluating
the day to day activities of OEC field and shop personnel and adjusting these
activities to improve efficiencies, field training of OEC personnel, and
maintaining compression and other OEC assets. Hanover will be responsible
for the safety training of any OEC employees to meet as required any DOT,
OSHA or other applicable regulations. Hanover will submit written reports
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to OEC management of maintenance and/or repairs made to OEC owned equipment.
These reports will describe the nature of the repair or the extent of any
maintenance performed.
4.4 EC'S APPROVAL. OEC must approve the following matters before
they are undertaken by Hanover for the account of OEC, and, notwithstanding
any other term hereof, none of the following shall be undertaken without OEC'
approval:
4.4.1 CAPITAL COSTS. Capital leases and capital expenditures.
4.4.2 INDEBTEDNESS. Borrowing of any funds.
4.4.3 HYPOTHECATION. The pledge of any asset of OEC.
4.4.4 DISPOSITION OF ASSETS. The disposition of any asset, other than
in the ordinary course of business or as contemplated herein.
4.4.5 EXPENDITURES. The expenditure of funds in excess of the amount
approved in advanced by OEC..
4.4.6 LONG TERM CONTRACTS. The approval or execution of any contract.
4.5 ADDITIONAL LIMITATIONS ON HANOVER. In addition to the
limitations set forth in Section 4.4 above, the Hanover shall have no
authority with respect to the following area.
4.5.1 MARKETING. Hanover shall not have any authority or responsibility
with respect to the marketing and sales operations of OEC and
Hanover shall not have access to nor shall be provided with any
information with respect to the marketing operations of OEC. In
particular, all customer proposals and bids shall be the sole and
exclusive responsibility of OEC. Hanover shall have no authority
to enter into any customer contracts on behalf of OEC or to make
any amendment, modification or changes to any existing OEC
customer contracts.
4.5.2 ACCOUNTING AND FINANCIAL REPORTING. Hanover shall have no
authority or responsibility with respect to the financial
reporting or accounting operations.
4.5.3 EMPLOYEE MATTERS. Hanover may not hire for OEC nor terminate an
OEC employee without prior written approval from OEC management.
Any disciplinary action of any OEC employee recommended by Hanover
will be presented to OEC management for approval prior to
execution of the disciplinary action.
V.
PERSONNEL ADMINISTRATION
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Subject to Section 4.5.3 hereof, Hanover shall determine the numbers
and qualifications of employees needed in the day-to-day field operations of
the Business and shall supervise, train and assign employees needed to
operate the field and shop operations of the Business and shall supervise the
establishment of wage scales, rates of compensation, employee benefits, rates
and conditions of employment, and job and position descriptions with respect
to all such employees.
VI.
FINANCIAL ADMINISTRATION
6.1 ACCOUNTING. Hanover will provide at no additional cost
personnel supporting payroll, account payable and revenue billing and
collections to assist OEC. Such personnel will work under the supervision of
the Chief Financial Officer of OEC.
6.2 ACCOUNTING AND FINANCIAL RECORDS. Hanover will maintain
existing OEC procedures for tracking actual and allocated labor and material
expenses associated with specific OEC compressor units. Field personnel,
Hanover or OEC, will maintain records of their time spent on specific OEC
equipment. Hanover will provide a report of these labor hours on a weekly
basis to OEC's accounting department. OEC employees under Hanover supervision
will continue to report their time on a daily basis as per existing OEC
procedure. All purchases made for OEC compression equipment shall be
purchased using OEC Purchase Order (PO) numbers or "Proservice" purchasing
numbers. Receipt tickets from these purchases will be sent to OEC office in
West Monroe for processing on a weekly basis. With the execution of this
management agreement Hanover will not charge OEC for labor at third party
rates. Labor cost for Hanover employees will be included in the monthly
charge for the management service. Hanover employees will be required to
submit time reports as described above for their labor time spent maintaining
or repairing OEC equipment.
VII.
INDEMNIFICATION
7.1 RESPONSIBILITY FOR MISCONDUCT AND INDEMNIFICATION. Hanover
shall incur no liability for damages caused by the dishonesty, willful
misconduct or negligence of any officer, employee or agent of OEC. With
respect to any loss to the Business, Hanover shall indemnify and hold
harmless OEC only for damages caused by the dishonesty, willful misconduct or
gross negligence of Hanover personnel in rendering services hereunder.
Other than with respect to any claim, suit or judgment asserted by OEC
alleging damages caused by the dishonesty, willful misconduct or gross
negligence of Hanover in rendering services hereunder, OEC, shall indemnify
and hold harmless Hanover and any Affiliate of Hanover with respect to any
claims, suits or judgments asserted by or on behalf of any person (i)
alleging negligence of Hanover in rendering services hereunder, (ii) asserted
by or on behalf of any person arising out of the conduct of OEC, or (iii)
other related to the provision of services by Hanover pursuant to this
Agreement.
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7.2 NON-ASSUMPTION OF LIABILITIES. Hanover shall not, by entering
into this Agreement, assume or become liable for any of the obligations,
debts or other liabilities of OEC in existence or arising on or prior to the
date hereof. Other than with respect to any damages caused by the dishonesty,
willful misconduct or gross negligence of Hanover in rendering services
hereunder, Hanover shall not, by providing management services to OEC, assume
or become liable for any of the obligations, debts or other liabilities of
OEC arising after the date hereof.
VIII.
CONTRACTS
8.1 CONTRACTS. Day-to-day operation of the Business shall include
negotiating, entering into, administering and terminating contracts with
respect to the use, maintenance and repair of the field and shop operations
of the Business. Contracts for the field and shop operations of OEC that by
their terms are not terminable within a thirty (30) day period shall not be
concluded without the prior written approval of OEC.
8.2 PURCHASES FOR THE ACCOUNT OF OEC.
8.2.1 GENERAL. Day-to-day operation of the Business shall include the
purchase of such equipment, supplies and other goods necessary for the
efficient operation of field and shop operations of the Business.
8.2.2 PURCHASING POLICY. Purchases shall be made only at reasonable
costs pursuant to the "prudent buyer" principle. Hanover is not a
merchant, as that term is defined in the Uniform Commercial Code, and
makes no warranty, express or implied, including, without limitation,
that of fitness for a particular purpose, for any item purchased for the
administration of the Business or on behalf of OEC. Hanover shall make
available to OEC the benefit of any purchasing discounts available to
Hanover.
8.2.3 INVENTORY. Hanover will maintain and supervise the parts and
materials inventory of OEC. Hanover will evaluate the status of OEC's
inventory and make recommendations to OEC management to improve the inventory
process and utilization. When practical Hanover will prioritize the
utilization of OEC's parts inventory for the repair and maintenance of OEC
compression equipment over using the Hanover parts inventory or acquiring
parts and materials from third parties. Any parts and materials removed from
OEC inventory will be noted as per the existing OEC process for inventory
control. These inventories will include the main parts depot in West Monroe,
Louisiana as well as remote parts depots and inventory on OEC personnel's
trucks. These parts and materials may be used for Hanover compression
equipment with the appropriate documentation and processing. Any inventory
provided to OEC by Hanover or transferred by OEC to Hanover shall be priced
based on the prices that such inventory would be acquired from third parties.
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IX.
COMPENSATION OF HANOVER
Conditioned on the closing of the merger, Hanover shall receive a
management fee equal to Nine Hundred Thousand and no/100s Dollars ($900,000)
per month payable in arrears with a fee of Nine Hundred Thousand and no/100s
Dollars ($900,000) being owed for the period ended October 31, 2000.
X.
ACCESS TO INFORMATION, BOOKS AND RECORDS; CONFIDENTIALITY
10.1 ACCESS. Hanover and its duly authorized representatives shall
have complete access to OEC's offices, facilities and records wherever
located, in order to discharge Hanover's responsibilities hereunder. OEC
shall afford Hanover and its duly authorized representatives access during
ordinary business hours and in such a manner as not to interfere with OEC's
business to OEC's corporate headquarters located at the address set forth in
Section 13.5 hereof. All records and materials furnished to Hanover by OEC
in performance of this Agreement shall at all times during the Term of
Agreement remain the property of OEC.
10.2 CONFIDENTIALITY. Hanover recognizes and acknowledges that
confidential information of various kinds may exist, from time to time, with
respect to the Business and assets of OEC. Accordingly, Hanover covenants
that, except with prior written consent of OEC or except pursuant to its
specified duties on behalf of OEC, Hanover shall at all times keep
confidential and not divulge, furnish or make accessible to anyone any OEC
confidential information to which Hanover has been or shall become privy
relating to the Business or assets of OEC. The provisions of this Section
11.12 shall not apply to any information to the extent it is or shall become
generally known to the public or the trade (without commission of a tortious
act) or to the extent it is or shall become available in trade or other
publications.
XI.
CONFLICTS OF INTEREST AND GOOD FAITH
OEC each expressly acknowledge that Hanover and its Affiliates own,
manage, and/or operate assets that compete directly with the business of OEC
and may own, manage and/or operate additional businesses in the future that
compete directly with the business of OEC.
XII.
TERM AND TERMINATION OF THE AGREEMENT
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12.1 INITIAL TERM. This Agreement shall be effective from the
Commencement Date to January 15, 2001; subject, however, to the terms of
Section 12.2 hereof.
12.2 TERMINATION. This Agreement may be sooner terminated on the
first to occur of the following:
12.2.1 TERMINATION BY MUTUAL AGREEMENT. In the event the Parties shall
mutually agree in writing, this Agreement may be terminated on the terms
and dates stipulated therein.
12.2.2 OPTIONAL TERMINATION. Hanover may, with or without cause, give
to OEC at least thirty (30) days advance written notice of its intent to
terminate, whereupon this Agreement shall terminate on the future date
specified in such notice.
12.2.3 TERMINATION FOR CAUSE. In the event either Party shall fail to
discharge any of its material obligations hereunder, or shall commit a
material breach of this Agreement, and such default or breach shall
continue for a period of 30 days after the other Party has served notice
of such default, this Agreement may then be terminated at the option of
the non-breaching Party by notice thereof to the breaching Party.
12.3 EFFECTS OF TERMINATION.
12.3.1 SURVIVAL. Except for covenants or other provisions herein that
by their terms expressly extend beyond the Term of Agreement, the
Parties' obligations hereunder are limited to the Term of Agreement.
12.3.2 RETURN OF ASSETS. In the event this Agreement is terminated for
any reason, Hanover shall deliver possession of all assets and records of
OEC in its possession, less any assets disposed of in the ordinary course
of business during the Term of Agreement or otherwise disposed of in
accordance with the terms of this Agreement.
12.4 HANOVER'S REMEDIES. If OEC shall at anytime owe or otherwise
become liable to Hanover for any amount pursuant to the terms of this
Agreement, in addition to Hanover's other rights hereunder, at law or in
equity, Hanover shall have the right to offset any such amount against
any amount held by Hanover for the account of OEC and against any amount
otherwise due or to become due to OEC from Hanover or any Affiliate of
Hanover.
12.5 OEC'S REMEDIES. If OEC or Hanover exercises its option to
terminate this Agreement under Section 12.2.3, such termination shall be
OEC's sole remedy and relief against Hanover, other than with respect to
any damages caused by the dishonesty, willful misconduct or gross
negligence of Hanover in rendering services hereunder.
XIII.
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MISCELLANEOUS
13.1 RELATIONSHIP OF PARTIES. This Agreement does not create a
partnership, joint venture or association; nor does this Agreement, or the
operations hereunder, create the relationship of lessor and lessee or bailor
and bailee. Nothing contained in this Agreement or in any agreement made
pursuant hereof shall ever be construed to create a partnership, joint
venture or association, or the relationship of lessor and lessee or bailor
and bailee, or to impose any duty, obligation or liability that would arise
therefrom with respect to either or both of the Parties. Specifically, but
not by way of limitation, except as otherwise expressly provided for herein,
nothing contained herein shall be construed as imposing any responsibility on
Hanover for the debts or obligations of OEC or any of its Affiliates. It is
expressly understood that Hanover is hereby engaged by OEC to provide
management of field operations of the Business and as an agent of OEC.
Hanover and its Affiliates shall have the right to render similar services
for other business entities and persons, including its own, whether or not
engaged in the same business as OEC, and may enter into such other business
activities as Hanover and its Affiliates, in their sole discretion, may
determine.
13.2 NO THIRD PARTY BENEFICIARIES. Except to the extent a third
party is expressly given rights herein, any agreement to pay an amount and
any assumption of liability herein contained, expressed or implied, shall be
only for the benefit of the Parties and their respective legal
representatives, successors and assigns, and such agreements or assumption
shall not inure to the benefit of the obligees of any indebtedness of any
Party whomsoever, it being the intention of the Parties hereto that no person
or entity shall be deemed a third party beneficiary of this Agreement except
to the extent a third party is expressly given rights herein.
13.3 GENERAL REPRESENTATIONS. Each Party represents and warrants
that on the Commencement Date: (1) it is a corporation, duly established,
validly existing and in good standing under the laws of its state of
incorporation, each with power and authority to carry on the business in
which it is engaged and to perform its respective obligations under this
Agreement; (2) the execution and delivery of this Agreement have been duly
authorized and approved by all requisite corporate action; (3) it has all the
requisite corporate power and authority to enter into this Agreement and to
perform its obligations hereunder; and (4) the execution and delivery of this
Agreement do not, and consummation of the transactions contemplated herein
will not, violate any of the provisions of its charter or by-laws or any
applicable state or federal laws.
13.4 REPRESENTATIVES. Except as may herein be more specifically
provided, the Parties shall be accountable to each other for the satisfactory
discharge of their respective obligations hereunder through the Chief
Executive Officer of Hanover and the chief Executive Officer of OEC.
13.5 NOTICES. Any notice, demand, or communication required,
permitted, or desired to be given hereunder shall be deemed effectively
given when personally delivered or mailed by prepaid certified mail, return
receipt requested, addressed as follows:
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(i) if to OEC, to:
OEC Compression Corporation
2501 Cedar Springs Road, Suite 600
Dallas, Texas 75201
Attn: Chief Executive Officer
With copies to:
Ray C. Davis
Kelcy L. Warren
2838 Woodside
Dallas, TX 75201
and
Schlanger, Mills, Mayer & Silver, LLP
109 North Post Oak Lane, Suite 300
Houston, TX 77024
Attention: Kyle Longhofer
(ii) if to Hanover, to:
Hanover Compressor Company
12001 N. Houston Rosslyn Road
Houston, Texas 77086
Attn: Michael J. McGhan
With a copy to:
Latham & Watkins
233 South Wacker Drive, Suite 5800
Chicago, Illinois 60606
Attn: Richard Meller, Esq.
Or to such other address and to the attention of such other person(s)
or officer(s) as either Party may designate by written notice pursuant to
this Section 13.5.
13.6 GOVERNING LAW. This Agreement has been executed and delivered
in and shall be interpreted, construed and enforced pursuant to and in
accordance with the laws of the State of Texas.
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13.7 ASSIGNMENT. No assignment of this Agreement or any of the
rights or obligations set forth herein by either Party shall be valid without
the specific written consent of the other Party; provided, however, that
Hanover shall have the right to assign its rights and obligations under this
Agreement to any Affiliate without the consent of OEC, and any such Affiliate
may reassign such rights and obligations so long as such rights and
obligations are not assigned to any entity other than an Affiliate of Hanover.
13.8 WAIVER OF BREACH. The waiver by either Party of a breach or
violation of any provision of this Agreement shall not operate as, or be
construed to be, a waiver of any subsequent breach of the same or any other
provision hereof.
13.9 ENFORCEMENT. In the event either Party shall resort to legal
action to enforce the terms and provisions of this Agreement, the prevailing
Party may recover from the other Party the costs of such action including,
without limitation, reasonable attorneys' fees.
13.10 GENDER AND NUMBER. Whenever the context hereof requires, the
gender of all words shall include the masculine, feminine, and neuter, and
the number of all words shall include the singular and plural.
13.11 ADDITIONAL ASSURANCES. The provisions of this Agreement shall
be self-operative and shall not require further accord between the Parties
except as may herein specifically be provided to the contrary; provided,
however, that at the request of either Party, the other Party shall execute
such additional instruments and take such additional actions as shall be
necessary to effectuate this Agreement.
13.12 FORCE MAJEURE. Neither party shall be liable nor in default for
any delay or failure of performance under this Agreement or other
interruption of service or employment resulting directly or indirectly from
acts of God, civil or military authority, acts of public enemy, war,
accidents, fires, explosions, earthquakes, floods, failure. of
transportation, strikes or other work interruptions by either Party's
employees or agents or any similar or dissimilar cause beyond the reasonable
control of either Party.
13.13 SEVERABILITY. In the event any provision of this Agreement is
held to be unenforceable for any reason, such provision shall be severable
from this Agreement if it is capable of being identified with and apportioned
to reciprocal consideration or to the extent that it is a provision that is
not essential and the absence of which would not have prevented the parties
from entering into this Agreement. The unenforceability of a provision that
has been performed shall not be grounds for invalidation of this Agreement
under circumstances in which the true controversy between the parties does
not involve such provision.
13.14 ARTICLE AND SECTION HEADINGS. The article and section headings
contained in this Agreement are for reference purposes only and shall not
affect in any way the meaning or interpretation of this Agreement.
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13.15 DISCRETIONARY TERMS. Determination of "necessary",
"appropriate" and other discretionary terms as used herein shall be according
to the judgment and discretion of Hanover in accordance with generally
accepted standards of the compressor rental and full compression service
business.
13.16 AMENDMENTS AND CONTRACT EXECUTION. This Agreement and
amendments hereto shall be in writing and executed in multiple copies by duly
authorized agents of the Parties. Each multiple copy shall be deemed an
original, but all multiple copies together shall constitute one and the same
instrument.
13.17 ENTIRE AGREEMENT. This Agreement supersedes all previous
contracts between the Parties and constitutes the entire Agreement between
the Parties with respect to the subject matter of this Agreement. No oral
statements or prior written material not specifically incorporated herein
shall be of any force and effect, and no changes in or additions to this
Agreement shall be recognized unless incorporated herein by amendment, such
amendment(s) to become effective on the date(s) stipulated herein.
13.18 EFFECT ON MERGER AGREEMENT. The provision of services by
Hanover to OEC pursuant to this Agreement shall not be deemed a default or
breach of the Merger Agreement and OEC shall not be in default or breach of
any of its obligations under the Merger Agreement due to any action taken by
Hanover pursuant to this Agreement. The compensation and other amounts to
be paid by OEC to Hanover pursuant to this Agreement shall not be deemed a
default or a breach of the Merger Agreement and OEC shall not be deemed to be
in breach or default due to such payment (even if such payments cause OEC to
be in noncompliance with any financial or loan covenant).
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IN WITNESS WHEREOF, the Parties have caused this Agreement to be
executed by their respective duly authorized representatives as of the day
and year first above written.
OEC
OEC COMPRESSION CORPORATION
By:
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Name:
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Title:
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HANOVER
HANOVER COMPRESSION INC.
By:
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Name:
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Title:
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