| Preview
Full Doc
 | 2004 |
Zero Coupon Subordinated Note
Zero Coupon Subordinated Note (24K)
Doc #246733: Click preview link for longer preview.
{DOCUMENT}
{TYPE}EX-4.14
{SEQUENCE}8
{FILENAME}h12863exv4w14.txt
{DESCRIPTION}FORM OF ZERO COUPON SUBORDINATED NOTES
{TEXT}
{PAGE}
EXHIBIT 4.14
FORM OF FACE OF SECURITY
FOR UNITED STATES FEDERAL INCOME TAX PURPOSES, THIS SECURITY BEARS ORIGINAL
ISSUE DISCOUNT. INFORMATION INCLUDING THE ISSUE PRICE, AMOUNT OF ORIGINAL ISSUE
DISCOUNT, THE ISSUE DATE, AND THE YIELD TO MATURITY WILL BE MADE AVAILABLE TO
HOLDERS UPON REQUEST TO THE CHIEF FINANCIAL OFFICER OF THE COMPANY, AT (281)
447-8787.
UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE COMPANY OR ITS
AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE
ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS
REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO
CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER
HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.
TRANSFERS OF THIS GLOBAL SECURITY SHALL BE LIMITED TO TRANSFER IN WHOLE, BUT NOT
IN PART, TO NOMINEES OF DTC OR TO A SUCCESSOR THEREOF OR SUCH SUCCESSOR'S
NOMINEE AND TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS SET FORTH IN THE
INDENTURE REFERRED TO ON THE REVERSE HEREOF.
{PAGE}
HANOVER COMPRESSOR COMPANY
ZERO COUPON SUBORDINATED NOTE DUE MARCH 31, 2007
No. 2
Issue Date: May 14, 2003
Issue Price: $173,378,423
CUSIP: 410768 AD 7
Hanover Compressor Company, a Delaware corporation, promises to pay to
Cede & Co. or registered assigns, on March 31, 2007 the Principal Amount of Two
Hundred Sixty-Two Million, Six Hundred Twenty-One Thousand, Eight Hundred and
Ten Dollars ($262,621,810).
This Security shall not bear interest except as specified on the other
side of this Security. Original Issue Discount will accrue as specified on the
other side of this Security.
Additional provisions of this Security are set forth on the other side
of this Security.
IN WITNESS WHEREOF, Hanover Compressor Company has caused this
instrument to be duly executed.
HANOVER COMPRESSOR COMPANY
By:_________________________________
Name: John E. Jackson
Title: Senior Vice President and
Chief Financial Officer
Dated: December 8, 2003
TRUSTEE'S CERTIFICATE OF AUTHENTICATION
Wachovia Bank, National Association, as Trustee, certifies that this is one of
the Securities referred to in the within-mentioned Indenture.
By_____________________________
Authorized Signatory
2
{PAGE}
REVERSE SIDE OF SECURITY
HANOVER COMPRESSOR COMPANY
ZERO COUPON SUBORDINATED NOTE DUE MARCH 31, 2007
1. INTEREST
This Security shall not bear interest except as specified in this
paragraph. If any Additional Interest accrues on this Security, then such
accrued Additional Interest shall be payable upon the Stated Maturity or upon
the earlier redemption pursuant to paragraph 5 hereof or acceleration thereof
pursuant to Section 6.02 of the Indenture. If the Principal Amount hereof and
accrued Additional Interest, if any, or any portion of such Principal Amount or
accrued Additional Interest, if any, is not paid when due (whether upon
acceleration pursuant to Section 6.02 of the Indenture, upon the date set for
payment of the Redemption Price pursuant to paragraph 5 hereof, or upon the
Stated Maturity of this Security), then in each such case the overdue amount
shall bear interest at the rate of 13.00% per annum, compounded semiannually (to
the extent that the payment of such interest shall be legally enforceable),
which interest shall accrue from the date such overdue amount was due to the
date payment of such amount, including interest thereon, has been made or duly
provided for. All such interest shall be payable on demand. The accrual of such
interest on overdue amounts shall be in lieu of, and not in addition to, the
continued accrual of Original Issue Discount and Additional Interest.
The Original Issue Discount (the difference between the Issue Price and
the Principal Amount of the Security) in the period during which a Security
remains outstanding, shall accrue at 11.00% per annum, on a semiannual bond
equivalent basis using a 360-day year composed of twelve 30-day months,
commencing on the Issue Date of this Security. Event of Default Interest shall
accrue at 2.0% per annum, on a semiannual bond equivalent basis using a 360-day
year composed of twelve 30-day months, commencing on the date an Event of
Default occurs and is continuing and automatically ceasing when all existing
Events of Default have been cured or waived. Excess Leverage Interest shall
accrue at 3.0% per annum, on a semiannual bond equivalent basis using a 360-day
year composed of twelve 30-day months, commencing upon the date that the
Consolidated Leverage Ratio has exceeded 5.18 to 1.0 throughout the two
consecutive fiscal quarters most recently then ended and is continuing and
automatically ceasing when the Consolidated Leverage Ratio no longer exceeds
5.18 to 1.0. In the event that the Company would be required to accrue Event of
Default Interest and Excess Leverage Interest, the Company shall accrue only
Excess Leverage Interest for as long as it is required. In no event shall the
Company accrue both Event of Default Interest and Excess Leverage Interest.
Original Issue Discount and, notwithstanding the foregoing, Additional Interest
shall cease to accrue on the earlier of (a) the date on which the Principal
Amount hereof or any portion of such Principal Amount becomes due and payable
and (b) any Redemption Date or other date on which such Original Issue Discount
shall cease to accrue in accordance with Section 2.08 of the Indenture.
3
{PAGE}
2. METHOD OF PAYMENT
Holders must surrender Securities to the Paying Agent to collect all
payments in respect of the Securities. The Company will pay cash amounts in
money of the United States that at the time of payment is legal tender for
payment of public and private debts.
3. PAYING AGENT AND REGISTRAR
246733
|
Schlumberger
As referenced in this Zero Coupon Subordinated Note:
Schlumberger Technology Corp – referenced Securities are subject) of the Zero Coupon
Subordinated Notes due March 31, 2007 of Hanover Compressor Company, a Delaware
corporation, held by Schlumberger Technology Corp oration (the "TRANSFEROR").
(I) or (we) assign and transfer this Security to
________________________________________________________________________________
(Print or type assignee's name, address and zip code)
_____________
dt 99943
;
HCC
As referenced in this Zero Coupon Subordinated Note:
HANOVER COMPRESSOR – WITH THE RESTRICTIONS SET FORTH IN THE
INDENTURE REFERRED TO ON THE REVERSE HEREOF.
{PAGE}
HANOVER COMPRESSOR COMPANY
ZERO COUPON SUBORDINATED NOTE DUE MARCH 31, 2007
No. 2
Issue Date: May 14,
_____________
Hanover Compressor – 2
Issue Date: May 14, 2003
Issue Price: $173,378,423
CUSIP: 410768 AD 7
Hanover Compressor Company, a Delaware corporation, promises to pay to
Cede & Co. or registered assigns, on March
_____________
Hanover Compressor – this Security are set forth on the other side
of this Security.
IN WITNESS WHEREOF, Hanover Compressor Company has caused this
instrument to be duly executed.
HANOVER COMPRESSOR COMPANY
By:_________________________________
Name:
_____________
HANOVER COMPRESSOR – Security.
IN WITNESS WHEREOF, Hanover Compressor Company has caused this
instrument to be duly executed.
HANOVER COMPRESSOR COMPANY
By:_________________________________
Name: John E. Jackson
Title: Senior Vice President and
Chief Financial Officer
_____________
HANOVER COMPRESSOR – to in the within-mentioned Indenture.
By_____________________________
Authorized Signatory
2
{PAGE}
REVERSE SIDE OF SECURITY
HANOVER COMPRESSOR COMPANY
ZERO COUPON SUBORDINATED NOTE DUE MARCH 31, 2007
1. INTEREST
This Security shall not
_____________
dt 74877
;
|
 Cede
As referenced in this Zero Coupon Subordinated Note:
CEDE & CO – OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE
ISSUED IS REGISTERED IN THE NAME OF CEDE & CO . OR IN SUCH OTHER NAME AS IS
REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (
_____________
CEDE & CO – AS IS
REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO
CEDE & CO . OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC),
_____________
CEDE & CO – OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER
HEREOF, CEDE & CO ., HAS AN INTEREST HEREIN.
TRANSFERS OF THIS GLOBAL SECURITY SHALL BE LIMITED TO TRANSFER
_____________
Cede & Co – 423
CUSIP: 410768 AD 7
Hanover Compressor Company, a Delaware corporation, promises to pay to
Cede & Co . or registered assigns, on March 31, 2007 the Principal Amount of Two
Hundred Sixty-
_____________
dt 72899
;
Wachovia Bank
As referenced in this Zero Coupon Subordinated Note:
Wachovia Bank, – By:_________________________________
Name: John E. Jackson
Title: Senior Vice President and
Chief Financial Officer
Dated: December 8, 2003
TRUSTEE'S CERTIFICATE OF AUTHENTICATION
Wachovia Bank, National Association, as Trustee, certifies that this is one of
the Securities referred to in the within-mentioned Indenture.
By_____________________________
Authorized Signatory
_____________
Wachovia Bank, – States that at the time of payment is legal tender for
payment of public and private debts.
3. PAYING AGENT AND REGISTRAR
Initially, Wachovia Bank, National Association (the "TRUSTEE"), will
act as Paying Agent and Registrar. The Company may appoint and change any Paying
Agent, Registrar or
_____________
dt 89377
|
| Preview
Full Doc
| 2003 |
Supplemental Indenture [No. 1]
Supplemental Indenture [No. 1] (265K)
Doc #246764: Click preview link for longer preview.
FIRST SUPPLEMENTAL INDENTURE, dated as of December 15, 2003 (this Supplemental Indenture), among Hanover Compressor Company, a Delaware corporation (the Company), having its principal office at 12001 North Houston Rosslyn, Houston, Texas 77086, Hanover Compression Limited Partnership, a Delaware limited partnership (HCLP), and Wachovia Bank, National Association, a national banking association, as trustee (the Trustee), having its Corporate Trust Office at 5847 San Felipe, Suite 1050, Houston, Texas 77057.
RECITALS
WHEREAS, the Company deems it necessary to issue from time to time for its lawful purposes unsecured debt securities evidencing its indebtedness, including the 8.625% Senior Notes due 2010 issued hereunder (the Securities), and has duly authorized the execution and delivery of this Supplemental Indenture;
WHEREAS, the Company has heretofore entered into a Senior Indenture, dated as of December 15, 2003, among the Company, the Subsidiary Guarantors party thereto and the Trustee (the Original Indenture, as may be amended and supplemented in respect of provisions relating to the Securities, and as further supplemented by this Supplemental Indenture, the Indenture);
WHEREAS, the Original Indenture provides for the issuance from time to time of a new series of securities, unlimited as to principal amount, to bear such rates of interest, to mature at such times and to have such other provisions as shall be fixed in accordance with the provisions of the Original Indenture, and the form and terms of such series may be described by a supplemental indenture executed by the Company, the Subsidiary Guarantors and the Trustee;
WHEREAS, the Company hereby proposes to create under the Indenture a series of securities;
WHEREAS, additional securities of other series hereafter established, except as may be limited in the Original Indenture as at the time supplemented and modified, may be issued from time to time pursuant to the Original Indenture as at the time supplemented and modified;
WHEREAS, the Indenture is subject to the provisions of the Trust Indenture Act of 1939, as amended, that are required to be part of the Indenture and shall, to the extent applicable, be governed by such provisions; and
WHEREAS, all things necessary to make this Supplemental Indenture a valid agreement of the Company and HCLP, and a valid amendment and supplement to the Original Indenture, have been done.
NOW, THEREFORE, THIS SUPPLEMENTAL INDENTURE WITNESSETH:
For and in consideration of the premises and the purchase of the Securities by the Holders thereof, it is mutually covenanted and agreed, for the equal and proportionate benefit of all Holders of the Securities, as follows:
ARTICLE ONE.
DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION
SECTION 101. Definitions.
For all purposes of this Supplemental Indenture and any Securities issued under the Indenture, except as otherwise expressly provided or unless the context otherwise requires:
(a) capitalized terms used herein without definition shall have the meanings specified in the Original Indenture;
(b) each reference to Indenture in this Supplemental Indenture shall mean the provisions of the Original Indenture and future amendments and supplements to the Original Indenture, including this Supplemental Indenture, applicable to the Securities and exclusive of amendments and supplements that relate to future issuances of the series of securities issued at a later date under the Original Indenture and, for the avoidance of doubt, the Second Supplemental Indenture, dated as of December 15, 2003, between the Company and the Trustee shall have no force and effect for the Securities;
(c) all references in this Supplemental Indenture to Articles and Sections, unless otherwise specified, refer to the corresponding Articles and Sections of this Supplemental Indenture and, where so specified, to the Articles and Sections of the Original Indenture as supplemented, amended or modified by this Supplemental Indenture;
(d) all references in the Original Indenture to Articles and Sections in the Original Indenture shall for purposes of the Securities be deemed references to the Articles and Sections of the Original Indenture as supplemented, amended or modified by this Supplemental Indenture, including a deemed reference to a different Section number in this Supplemental Indenture that supplements, amends or modifies a Section in the Original Indenture;
(e) the terms defined in this Article have the meanings assigned to them in this Article which shall supersede any such definitions of the same terms in the Original Indenture, and words in the singular include the plural as well as the singular, and words in the plural include the singular as well as the plural;
(f) all other terms used herein which are defined in the Trust Indenture Act, either directly or by reference therein, or defined by Commission rule and not otherwise defined herein have the meanings assigned to them therein, and the terms cash
246764
|
Schlumberger
As referenced in this Supplemental Indenture [No. 1]:
Schlumberger Technology Corp – SCHEDULE 706
Existing Agreements Governing Affiliate Transaction
1. Most Favored Supplier and Alliance Agreement, dated August 31, 2001, among Schlumberger Oilfield Holdings Limited, Schlumberger Technology Corp oration and Hanover Compression Limited Partnership.
2. Lock-Up, Standstill and Registration Rights Agreement, dated as of August 31, 2001, by and among
_____________
Schlumberger Technology Corp – Corporation and Hanover Compression Limited Partnership.
2. Lock-Up, Standstill and Registration Rights Agreement, dated as of August 31, 2001, by and among Schlumberger Technology Corp oration, Camco International, Inc., Schlumberger Oilfield Holdings Ltd., Schlumberger Surenco S.A., Operational Services, Inc. and the Company.
EXHIBIT A
FORM OF SECURITY
[
_____________
dt 99934
;
Hanover
As referenced in this Supplemental Indenture [No. 1]:
HANOVER COMPRESSION LIMITED PARTNERSHIP, – 15, 2003
EX-4.2 4 dex42.htm FIRST SUPPLEMENTAL INDENTURE DATED DECEMBER 15, 2003
EXHIBIT 4.2
HANOVER COMPRESSOR COMPANY,
as Issuer
HANOVER COMPRESSION LIMITED PARTNERSHIP,
as Subsidiary Guarantor
and
WACHOVIA BANK, NATIONAL ASSOCIATION,
as Trustee
First Supplemental Indenture
Dated as of December 15, 2003
to
Senior Indenture
_____________
Hanover Compression Limited Partnership, – Supplemental Indenture), among Hanover Compressor Company, a Delaware corporation (the Company), having its principal office at 12001 North Houston Rosslyn, Houston, Texas 77086, Hanover Compression Limited Partnership, a Delaware limited partnership (HCLP), and Wachovia Bank, National Association, a national banking association, as trustee (the Trustee), having its Corporate Trust
_____________
HANOVER COMPRESSION LIMITED PARTNERSHIP, – first above written.
HANOVER COMPRESSOR COMPANY
By
/s/ John E. Jackson
Name:
John E. Jackson
Title:
Senior Vice President and Chief Financial Officer
HANOVER COMPRESSION LIMITED PARTNERSHIP, as a Subsidiary Guarantor
By
/s/ John E. Jackson
Name:
John E. Jackson
Title:
Senior Vice President and Chief Financial Officer
WACHOVIA
_____________
Hanover Compression Limited Partnership
– as Trustee
By
/s/ R. Douglas Milner
Name:
R. Douglas Milner
Title:
Vice President
78
SCHEDULE A
SUBSIDIARY GUARANTORS
Subsidiary
Jurisdiction of Incorporation
Hanover Compression Limited Partnership
Delaware
SCHEDULE 101
Permitted Investments Pursuant to Existing Joint Ventures
1. Participation Agreement by and between Williams International PIGAP Limited and Hanover
_____________
Hanover Compression Limited Partnership. – Governing Affiliate Transaction
1. Most Favored Supplier and Alliance Agreement, dated August 31, 2001, among Schlumberger Oilfield Holdings Limited, Schlumberger Technology Corporation and Hanover Compression Limited Partnership.
2. Lock-Up, Standstill and Registration Rights Agreement, dated as of August 31, 2001, by and among Schlumberger Technology Corporation, Camco International,
_____________
dt 100550
;
HCC
As referenced in this Supplemental Indenture [No. 1]:
HANOVER COMPRESSOR – 4.2 4 dex42.htm FIRST SUPPLEMENTAL INDENTURE DATED DECEMBER 15, 2003
EXHIBIT 4.2
HANOVER COMPRESSOR COMPANY,
as Issuer
HANOVER COMPRESSION LIMITED PARTNERSHIP,
as Subsidiary Guarantor
and
WACHOVIA BANK, NATIONAL ASSOCIATION,
_____________
Hanover Compressor – Subsidiary Guarantee
FIRST SUPPLEMENTAL INDENTURE, dated as of December 15, 2003 (this Supplemental Indenture), among Hanover Compressor Company, a Delaware corporation (the Company), having its principal office at 12001 North Houston Rosslyn,
_____________
HANOVER COMPRESSOR – Supplemental Indenture to be duly executed as of the day and year first above written.
HANOVER COMPRESSOR COMPANY
By
/s/ John E. Jackson
Name:
John E. Jackson
Title:
Senior Vice President and
_____________
HANOVER COMPRESSOR – and the Company.
EXHIBIT A
FORM OF SECURITY
[Global Legend, if applicable]
No. [ ]
$[ ]
CUSIP NO.
HANOVER COMPRESSOR COMPANY
8.625% SENIOR NOTE DUE 2010
Hanover Compressor Company, a corporation duly organized and
_____________
Hanover Compressor – Legend, if applicable]
No. [ ]
$[ ]
CUSIP NO.
HANOVER COMPRESSOR COMPANY
8.625% SENIOR NOTE DUE 2010
Hanover Compressor Company, a corporation duly organized and existing under the laws of Delaware (herein called the
_____________
dt 74906
;
|
McGraw-Hill Companies
As referenced in this Supplemental Indenture [No. 1]:
McGraw-Hill Companies, Inc – Company, including, without limitation, any Subordinated Obligations; or
(5)
any Capital Stock.
S&P means Standard & Poors Ratings Service, a division of The McGraw-Hill Companies, Inc ., and its successors.
Standard Securitization Undertakings means representations, warranties, covenants and indemnities entered into by the Company or any Restricted Subsidiary which
_____________
dt 311499
;
Willbros Group
As referenced in this Supplemental Indenture [No. 1]:
Willbros Group, Inc. – hereof.
3. Shareholders Agreement among John Wood Group Holdings B.V., John Wood Group PLC; Hanover Cayman Limited (successor in interest to Schulmberger Oilfield Services, Inc.), Willbros Financial Services, Inc., Willbros Group, Inc. , Corporacin Marques, S.A. Venezolana de Proyectos Integrados Vepica, C.A.; Maduro & Curiels Trust Company, N.V. and Harwat International Finance Corporation N.V., dated July 30, 1999,
_____________
dt 1320167
;
More... |
| Preview
Full Doc
| 2003 |
Underwriting Agreement
Underwriting Agreement (99K)
Doc #246778: Click preview link for longer preview.
Hanover Compressor Company
Zero Coupon Subordinated Notes due March 31, 2007
Underwriting Agreement
[ ], 2003
Goldman, Sachs & Co.
85 Broad Street
New York, New York 10004
As the Representatives of the several
Underwriters named in the respective
Pricing Agreements hereinafter described
Ladies and Gentlemen:
From time to time Schlumberger Technology Corporation (the Selling Securityholder), a Texas company, proposes, to enter into one or more Pricing Agreements (each a Pricing Agreement) in the form of Annex I hereto, with such additions and deletions as the parties thereto may determine, and, subject to the terms and conditions stated herein, to sell to the firms named in Schedule I to the applicable Pricing Agreement (such firms constituting the Underwriters with respect to such Pricing Agreement and the securities specified therein) a certain aggregate principal amount it owns of Zero Coupon Subordinated Notes due March 31, 2007 (the Securities) of Hanover Compressor Company (the Company) specified in Schedule II to such Pricing Agreement (with respect to such Pricing Agreement, the Designated Securities).
The terms and rights of any particular issuance of Designated Securities shall be as specified in the Pricing Agreement relating thereto.
1. Particular sales of Designated Securities may be made from time to time to the Underwriters of such Securities, for whom the firms designated as representatives of the Underwriters of such Securities in the Pricing Agreement relating thereto will act as representatives (the Representatives). The term Representatives also refers to a single firm acting as sole representative of the Underwriters and to Underwriters who act without any firm being designated as their representative. This Underwriting Agreement shall not be construed as an obligation of the Selling Securityholder to sell any of the Securities or as an obligation of any of the Underwriters to purchase any of the Securities. None of this Agreement, any Pricing Agreement, or anything contained herein or therein shall be construed as an obligation of the Company to sell any Securities. The obligation of the Selling Securityholder to sell any of the Securities and the obligation of any of the Underwriters to
purchase any of the Securities shall be evidenced by the Pricing Agreement with respect to the Designated Securities specified therein. Each Pricing Agreement shall specify the aggregate principal amount of the Designated Securities, the initial public offering price of such Designated Securities or the manner of determining such price, the purchase price to the Underwriters of such Designated Securities, the names of the Underwriters of such Designated Securities, the names of the Representatives of such Underwriters, the aggregate principal amount of such Designated Securities to be purchased by each Underwriter and the commission, if any, payable to the Underwriters with respect thereto and shall set forth the date, time and manner of delivery of such Designated Securities, if any, and payment therefor. The Pricing Agreement shall also specify (to the extent not set forth in the Indenture and the registration statement and prospectus with respect thereto) the terms of such Designated Securities. A Pricing Agreement shall be in the form of an executed writing (which may be in counterparts), and may be evidenced by an exchange of telegraphic communications or any other rapid transmission device designed to produce a written record of communications transmitted. The obligations of the Underwriters under this Agreement and each Pricing Agreement shall be several and not joint.
2. (a) The Company represents and warrants to, and agrees with, each of the Underwriters that:
(i) A registration statement on Form S-3 as amended (File No. 333-106384 (the Initial Shelf Registration Statement) in respect of the Securities has been filed with the Securities and Exchange Commission (the Commission); the Initial Shelf Registration Statement and any post effective amendment thereto, each in the form heretofore delivered to the Representatives, and, excluding exhibits thereto but including all documents incorporated by reference in the prospectus contained therein, have been declared effective by the Commission in such form; no other document with respect to the Initial Shelf Registration Statement or document incorporated by reference therein has heretofore been filed with the Commission, other than the Prospectus (as defined below); and no stop order suspending the effectiveness of the Initial Shelf Registration Statement or any post-effective amendment thereto has been issued and no proceeding for that purpose has been initiated or, to the knowledge of the Company, threatened by the Commission (any preliminary prospectus included in the Initial Shelf Registration Statement or filed with the Commission pursuant to Rule 424(a) of the rules and regulations of the Commission under the Securities Act of 1933, as amended (the Securities Act) is hereinafter called a Preliminary Prospectus); the various parts of the Initial Shelf Registration Statement, including all exhibits thereto but excluding Form T-1 and including (i) the information contained in the form of final prospectus filed with the Commission pursuant to Rule 424(b) under the Securities Act in accordance with Section 5(a) hereof and deemed by virtue of Rule 430A under the Securities Act to be part of the Initial Shelf Registration Statement at the time it was declared effective and (ii) the documents incorporated by reference in the prospectus contained in the Initial Shelf Registration Statement at the time such part of the Initial Shelf Registration Statement became effective, each as amended at the time such part of the Initial Shelf Registration Statement became effective are hereinafter collectively called the Registration Statement; such final prospectus, in
246778
|
Schlumberger
As referenced in this Underwriting Agreement:
Schlumberger Technology Corp – 10004
As the Representatives of the several
Underwriters named in the respective
Pricing Agreements hereinafter described
Ladies and Gentlemen:
From time to time Schlumberger Technology Corp oration (the Selling Securityholder), a Texas company, proposes, to enter into one or more Pricing Agreements (each a Pricing Agreement) in the form
_____________
Schlumberger Technology Corp – hereof, shall constitute a binding agreement between you, the Selling Securityholder and the Company.
Very truly yours,
Hanover Compressor Company
By:
Name:
Title:
Schlumberger Technology Corp oration
By:
Name:
Title:
Accepted as of the date hereof
Goldman, Sachs & Co.
(Goldman, Sachs & Co.)
28
ANNEX I
Pricing Agreement
[ , 20 ]
Goldman,
_____________
Schlumberger Technology Corp – 85 Broad Street
New York, New York 10004
As the Representatives of the several
Underwriters named in Schedule I hereto
Ladies and Gentlemen:
Schlumberger Technology Corp oration, a Texas corporation, as the selling securityholder (the Selling Securityholder) of Zero Coupon Subordinated Notes due March 31, 2007 (the Securities) of
_____________
Schlumberger Technology Corp – on the part of the Representatives as to the authority of the signers thereof.
Very truly yours,
Hanover Compressor Company
By:
Name:
Title:
Schlumberger Technology Corp oration
By:
Name:
Title:
Accepted as of the date hereof
Goldman, Sachs & Co.
[Name(s) of Co Representatives, if any]
(Goldman, Sachs & Co.)
_____________
dt 99946
;
Hanover
As referenced in this Underwriting Agreement:
Hanover Compression Limited Partnership – Delaware, with corporate power and authority to own its properties and conduct its business as described in the Prospectus as amended or supplemented; Hanover Compression Limited Partnership (HCLP) has been duly formed and is validly existing in good standing under the laws of the State of Delaware, with organizational
_____________
dt 100552
;
HCC
As referenced in this Underwriting Agreement:
Hanover Compressor –
Underwriting Agreement
EX-1.1 3 dex11.htm UNDERWRITING AGREEMENT
Hanover Compressor Company
Zero Coupon Subordinated Notes due March 31, 2007
Underwriting Agreement
[ ], 2003
Goldman, Sachs & Co.
_____________
Hanover Compressor – amount it owns of Zero Coupon Subordinated Notes due March 31, 2007 (the Securities) of Hanover Compressor Company (the Company) specified in Schedule II to such Pricing Agreement (with respect to such
_____________
Hanover Compressor – constitute a binding agreement between you, the Selling Securityholder and the Company.
Very truly yours,
Hanover Compressor Company
By:
Name:
Title:
Schlumberger Technology Corporation
By:
Name:
Title:
Accepted as of the date
_____________
Hanover Compressor – the Selling Securityholder) of Zero Coupon Subordinated Notes due March 31, 2007 (the Securities) of Hanover Compressor Company, a Delaware corporation (the Company), proposes, subject to the terms and conditions stated herein
_____________
Hanover Compressor – part of the Representatives as to the authority of the signers thereof.
Very truly yours,
Hanover Compressor Company
By:
Name:
Title:
Schlumberger Technology Corporation
By:
Name:
Title:
Accepted as of the date
_____________
dt 74914
;
|
Wachovia Bank
As referenced in this Underwriting Agreement:
Wachovia Bank, – of the Company entitled to the benefits provided by the Indenture, dated as of May 14, 2003, by and between the Company and Wachovia Bank, National Association, as Trustee (the Indenture), under which they have been issued; the Indenture has been duly authorized by the Company and
_____________
Wachovia Bank, – that are substantially similar to the Securities, without the Representatives prior written consent.
INDENTURE:
Indenture dated May 14, 2003, between the Company and Wachovia Bank, National Association, as Trustee.
MATURITY
March 31, 2007
ORIGINAL ISSUE DISCOUNT
The original issue discount on the Securities shall accrue at a
_____________
dt 89391
;
 Simpson Thacher
As referenced in this Underwriting Agreement:
Simpson Thacher – 85 Broad Street
New York, New York 10004
Attn: Pam Torres
with a copy to:
Simpson Thacher & Bartlett LLP
425 Lexington Avenue
New York, New York 10017
Attn: Gary Sellers
33
_____________
dt 73809
|