Amendment to Agreement and Plan of Merger among Hanover Compressor Company, APSI Acquisition Corporation, Applied Process Solutions, Inc., and Hamilton Robinson LLC (May 31, 2000)

Summary

This amendment updates the original merger agreement between Hanover Compressor Company, APSI Acquisition Corporation, Applied Process Solutions, Inc., and Hamilton Robinson LLC. It revises certain definitions, adds new parties as distributees, and requires specific parties to sign a lock-up agreement. The amendment also adjusts the number of shares issued due to a 2-for-1 stock split by Hanover Compressor Company, ensuring all parties receive the correct number of shares. The changes are effective as of May 31, 2000.

EX-10.49 3 0003.txt PLAN OF MERGER-MAY 31, 2000 EXHIBIT 10.49 AMENDMENT TO AGREEMENT AND PLAN OF MERGER THIS AMENDMENT TO AGREEMENT AND PLAN OF MERGER (this "Amendment") is dated as of May 31, 2000 and is by and among Hanover Compressor Company, a Delaware corporation ("Parent"), APSI Acquisition Corporation, a Delaware corporation and a direct, wholly owned subsidiary of Parent ("Sub"), Applied Process Solutions, Inc., a Delaware corporation (the "Company"), and Hamilton Robinson, L.L.C., in its capacity as Stockholder Agent (the "Stockholder Agent"). Parent, Sub, the Company and the Stockholder Agent are sometimes referred to collectively as the "Parties." Terms used and not defined herein shall have the meanings assigned to them in the Agreement and Plan of Merger dated as of May 3, 2000 by and among the Parties (the "Merger Agreement"). RECITALS: A. The Parties entered into the Merger Agreement as of May 3, 2000; and B. The parties desire to amendment the Merger Agreement as set forth in this Amendment. AGREEMENT: NOW, THEREFORE, in consideration of the foregoing and the mutual covenants and agreements herein contained, and intending to be legally bound hereby, the Parties hereby agree as follows: 1. The first paragraph of the Merger Agreement is hereby amended to read in its entirety as follows: THIS AGREEMENT AND PLAN OF MERGER is dated as of May 3, 2000 (the "Agreement"), by and among Hanover Compressor Company, a Delaware corporation ("Parent"), APSI Acquisition Corporation, a Delaware corporation and a direct, wholly owned subsidiary of Parent ("Sub"), Applied Process Solutions, Inc., a Delaware corporation (the "Company"), and Hamilton Robinson, L.L.C., in its capacity as Stockholder Agent pursuant to Section 10.6 hereof (the "Stockholder Agent"). 2. The definition of "Registrable Shares" set forth in Section 1.1 of the Merger Agreement is hereby amended to read in its entirety as follows: "Registrable Shares" means (i) any shares of Parent Stock issued to any Stockholder or Distributee in accordance with the provisions of this Agreement and (ii) any other shares of capital stock or other securities of Parent into which such shares of Parent Stock shall be reclassified, converted, exchanged or changed. If the Parent Stock has been so reclassified or changed, or if Parent pays a dividend or makes a distribution on the Parent Stock in shares of capital stock or splits or subdivides (or combines) its outstanding shares of Parent Stock into a greater (or smaller) number of shares of Parent Stock, a share of Parent Stock shall be deemed to be such number of shares of stock and amount of other securities to which a holder of a share of Parent Stock outstanding immediately prior to such change, conversion, reclassification, exchange, dividend, distribution, subdivision, split or combination would be entitled. As to any particular Registrable Shares, once issued such shares shall cease to be Registrable Shares when (i) the Shelf Registration Statement with respect to such shares shall have become effective under the Securities Act and such shares shall have been disposed of in accordance with the Shelf Registration Statement, (ii) they shall have been distributed to the public pursuant to Rule 144 (or any successor provision) under the Securities Act, (iii) they shall have been otherwise transferred and new certificates for them not bearing any legend restricting further transfer shall have been delivered by the Company, (iv) they shall have ceased to be outstanding, or (v) prior to January 3, 2001, when sold, or otherwise transferred to, any Person who is not a Permitted Transferee. 3. Exhibit A to the Merger Agreement is amended to add the following persons as Distributees: ROC Partners Inc. c/oHamilton Robinson LLC 281 Tresser Blvd., 4th Floor Stamford, CT 06901 Phone: (203) 602-0011 Attention: Scott I. Oakford Fax: 203 ###-###-#### In its capacity as General Partner of Maloney Holding L.P. APS Partners LLC 281 Tresser Blvd., 4th Floor Stamford, CT 06901 Phone: (203) 602-0011 Attention: Scott I. Oakford Fax: 203 ###-###-#### In its capacity as General Partner of APS Growth L.P. 4. Exhibit D to the Merger Agreement is amended to provide that the following person will be required to execute and deliver a Lock-up Agreement pursuant to Section 8.9 of the Merger Agreement: ROC Partners Inc. c/oHamilton Robinson LLC 281 Tresser Blvd., 4th Floor Stamford, CT 06901 Phone: (203) 602-0011 Attention: Scott I. Oakford Fax: 203 ###-###-#### In its capacity as General Partner of Maloney Holding L.P. APS Partners LLC 281 Tresser Blvd., 4th Floor Stamford, CT 06901 Phone: (203) 602-0011 Attention: Scott I. Oakford Fax: 203 ###-###-#### In its capacity as General Partner of APS Growth L.P. 5. The parties hereto acknowledge that Parent has declared a 2-for-1 stock split for all holders of Parent Stock as of May 31, 2000, and the distribution date for such stock split will be June 13, 2000 (the "Split"). Pursuant to Section 2.7(g) of the Merger Agreement, the shares of Parent Stock issuable pursuant to the Merger Agreement will be adjusted to reflect the Split. The additional shares issuable to Stockholders and Distributees as a result of the Split will be issuable in the same manner and at the same time as shares of Parent Stock are issued to stockholders of Parent generally as a result of the Split. [Remainder of this page intentionally left blank; Signature page follows] IN WITNESS WHEREOF, each of the Parties has executed this Amendment or caused this Amendment to be duly executed on its behalf by its officer thereunto duly authorized, as of the day and year first above written. HANOVER COMPRESSOR COMPANY a Delaware corporation By: _____________________________ Name: Michael J. McGhan Title: Chief Executive Officer APSI ACQUISITION CORPORATION a Delaware corporation By: _____________________________ Name: Michael J. McGhan Title: Chief Executive Officer APPLIED PROCESS SOLUTIONS, INC. a Delaware corporation By: ______________________________ Name: ______________________________ Title: ______________________________ IN ITS CAPACITY AS THE STOCKHOLDER AGENT: ______________________________ HAMILTON ROBINSON LLC By:___________________________