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--------------------------------------------------------------------------------
LEASE
between
HANOVER EQUIPMENT TRUST 2001A
as Lessor,
and
HANOVER COMPRESSION LIMITED PARTNERSHIP
as Lessee
---------------------------
Dated as of August 31, 2001
---------------------------
--------------------------------------------------------------------------------
THIS LEASE IS SUBJECT TO A SECURITY INTEREST IN FAVOR OF WILMINGTON TRUST FSB,
AS COLLATERAL AGENT (THE "COLLATERAL AGENT") UNDER AN INDENTURE, DATED AS OF
AUGUST 30, 2001 AMONG HANOVER EQUIPMENT TRUST 2001A AND THE INDENTURE TRUSTEE,
AS AMENDED OR SUPPLEMENTED. THIS LEASE HAS BEEN EXECUTED IN SEVERAL
COUNTERPARTS. TO THE EXTENT, IF ANY, THAT THIS LEASE CONSTITUTES CHATTEL PAPER
(AS SUCH TERM IS DEFINED IN THE UNIFORM COMMERCIAL CODE AS IN EFFECT IN ANY
APPLICABLE JURISDICTION), NO SECURITY INTEREST IN THIS LEASE MAY BE CREATED
THROUGH THE TRANSFER OR POSSESSION OF ANY COUNTERPART OTHER THAN THE ORIGINAL
COUNTERPART CONTAINING THE RECEIPT THEREFOR EXECUTED BY THE COLLATERAL AGENT ON
THE SIGNATURE PAGE HEREOF.
{PAGE}
TABLE OF CONTENTS
Page
SECTION 1. DEFINITIONS
1.1 Defined Terms..................................................... 1
SECTION 2. EQUIPMENT AND TERM
2.1 Equipment......................................................... 1
2.2 Lease Term........................................................ 1
2.3 Title............................................................. 1
SECTION 3. RENT
3.1 Rent.............................................................. 2
3.2 Supplemental Rent................................................. 2
SECTION 4. WARRANTIES
4.1 Warranties........................................................ 2
SECTION 5. QUIET ENJOYMENT
5.1 Quiet Enjoyment................................................... 3
SECTION 6. NET LEASE
6.1 Net Lease; No Setoff; Etc......................................... 3
6.2 No Termination or Abatement....................................... 4
SECTION 7. OWNERSHIP OF EQUIPMENT
7.1 Ownership of the Equipment........................................ 4
SECTION 8. CONDITION OF EQUIPMENT
8.1 Disclaimer of Warranties.......................................... 6
8.2 Possession and Use of the Equipment............................... 7
SECTION 9. COMPLIANCE
9.1 Compliance with Legal Requirements and Insurance Requirements..... 7
9.2 Environmental Matters............................................. 7
SECTION 10. MAINTENANCE, REPAIR AND RETURN REQUIREMENTS
i
{PAGE}
10.1 Maintenance and Repair............................................ 8
10.2 Return Requirements............................................... 9
10.3 Right of Inspection and Location.................................. 10
SECTION 11. MODIFICATIONS
11.1 Modifications..................................................... 10
SECTION 12. TITLE
12.1 Warranty of Title................................................. 11
12.2 Identification.................................................... 11
SECTION 13. PERMITTED CONTESTS
13.1 Permitted Contests Other Than in Respect of Impositions........... 11
SECTION 14. INSURANCE
14.1 Public Liability and Workers' Compensation Insurance.............. 12
14.2 Hazard and Other Insurance........................................ 12
14.3 Coverage.......................................................... 12
SECTION 15. CONDEMNATION AND CASUALTY
15.1 Casualty and Condemnation......................................... 13
SECTION 16. LEASE TERMINATION
16.1 Termination upon Certain Events................................... 15
16.2 Procedures........................................................ 15
SECTION 17. DEFAULT
17.1 Lease Events of Default........................................... 16
17.2 Final Liquidated Damages.......................................... 17
17.3 Remedies.......................................................... 17
17.4 Additional Remedies............................................... 19
17.5 Proceeds of Sale; Deficiency...................................... 19
17.6 Waiver of Certain Rights.......................................... 19
17.7 Assignment of Rights Under Contracts.............................. 19
SECTION 18. LESSOR'S RIGHT TO CURE
18.1 Lessor's Right to Cure Lessee's Lease Defaults.................... 20
SECTION 19. LEASE TERMINATION
19.1 Provisions Relating to Lessee's Termination of this Lease or
Exercise of Purchase Option....................................... 20
ii
{PAGE}
SECTION 20. PURCHASE OPTION
20.1 Purchase Option................................................... 20
20.2 Expiration Date Purchase Option................................... 22
20.3 Obligation to Purchase All Equipment.............................. 22
SECTION 21. SALE OF EQUIPMENT
21.1 Sale Procedure.................................................... 23
21.2 Application of Proceeds of Sale................................... 23
21.3 Indemnity for Excessive Wear...................................... 24
21.4 Appraisal Procedure............................................... 24
21.5 Certain Obligations Continue...................................... 24
SECTION 22. HOLDING OVER
22.1 Holding Over...................................................... 24
SECTION 23. RISK OF LOSS
23.1 Risk of Loss...................................................... 25
SECTION 24. SUBLETTING AND ASSIGNMENT
24.1 Subletting and Assignment......................................... 25
24.2 Subleases or Licenses............................................. 25
SECTION 25. ESTOPPEL CERTIFICATES
25.1 Estoppel Certificates............................................. 25
SECTION 26. NO WAIVER
26.1 No Waiver......................................................... 26
SECTION 27. ACCEPTANCE OF SURRENDER
27.1 Acceptance of Surrender........................................... 26
SECTION 28. OWNERSHIP, GRANT OF SECURITY INTEREST AND FURTHER ASSURANCES
28.1 Grant of Security Interest........................................ 26
28.2 UCC Remedies...................................................... 27
28.3 Deficiency........................................................ 28
28.4 Trustee's Appointment as Attorney-in-Fact; Trustee's
Performance of Lessee's Obligations............................... 28
iii
{PAGE}
SECTION 29. NOTICE
29.1 Notices........................................................... 29
SECTION 30. SUBSTITUTION
30.1 Substitution...................................................... 31
SECTION 31. SUBORDINATION
31.1 Agreement to Subordinate.......................................... 32
31.2 Liquidation, Dissolution, Bankruptcy.............................. 32
31.3 Default on Guarantor Senior Indebtedness of Lessee................ 33
31.4 Acceleration of Payment of Rent................................... 34
31.5 When Rents Must be Paid Over...................................... 34
31.6 Subrogation....................................................... 35
31.7 Relative Rights................................................... 35
31.8 Subordination May Not Be Impaired by Lessee....................... 35
31.9 Distribution or Notice to Representative.......................... 35
31.10 Section 31 Not to Prevent Events of Default or Limit Right to
Accelerate........................................................ 35
31.11 Reliance by Holders of Guarantor Senior Indebtedness on
Subordination Provisions.......................................... 35
SECTION 32. MISCELLANEOUS
32.1 Miscellaneous..................................................... 35
32.2 Amendments and Modifications...................................... 35
32.3 Successors and Assigns............................................ 35
32.4 Headings and Table of Contents.................................... 36
32.5 Counterparts...................................................... 36
32.6 GOVERNING LAW..................................................... 36
32.7 Limitations on Recourse........................................... 36
32.8 Priority.......................................................... 36
Description of Equipment............................................ Schedule A
Form of Lease Supplement............................................. Exhibit A
iv
{PAGE}
LEASE (this "Lease"), dated as of August 31, 2001, between HANOVER
EQUIPMENT TRUST 2001A, a Delaware business trust, having its principal office at
c/o Wilmington Trust Company, Rodney Square North, 1100 North Market Street,
Wilmington, Delaware 19890-0001, as lessor (the "Lessor"), and HANOVER
COMPRESSION LIMITED PARTNERSHIP, a Delaware limited partnership, having its
principal office at 12001 North Houston Rosslyn, Houston, Texas 77806, as lessee
(the "Lessee").
In consideration of the mutual agreements herein contained, and of
other good and valuable consideration, the receipt and sufficiency of which are
hereby acknowledged, the parties hereto agree as follows:
Section 1. DEFINITIONS
1.1 Defined Terms. Capitalized terms used herein but not otherwise
defined in this Lease shall have the respective meanings specified in Annex A to
the Participation Agreement dated as of the date hereof among Lessee, Lessor,
Wilmington Trust FSB, the Indenture Trustee, the Collateral Agent, the Trust
Company, the Certificate Holders, and the Guarantors, as such Participation
Agreement may be amended, supplemented or otherwise modified from time to time.
Section 2. EQUIPMENT AND TERM
2.1 Equipment. Subject to the terms and conditions hereinafter set
forth, Lessor hereby leases to Lessee, and Lessee hereby leases from Lessor,
each Unit described on Schedule A attached hereto. Schedule A shall be revised
from time to time to add each Replacement Equipment and delete each Unit
released from this Lease.
2.2 Lease Term. The Equipment is leased for the Term, unless earlier
terminated in accordance with the provisions of this Lease.
2.3 Title. Except as otherwise expressly set forth in the Operative
Agreements, the Equipment is leased to Lessee without any representation or
warranty, express or implied, by Lessor and subject to the rights of parties in
possession, the existing state of title (including, without limitation, the
Permitted Exceptions) and all applicable Legal Requirements. Lessee shall in no
event have any recourse against Lessor for any defect in title to the Equipment
unless such defect was the result of an act or omission of Lessor or its
Affiliates giving rise to a Lessor Lien. Lessor and Lessee hereby declare that
it is their mutual intent that the Equipment is to be considered movable
(personal) property, severable from the improvements in which it may be located,
and not immovables or components of immovables, for all purposes of this Lease.
1
{PAGE}
Section 3. RENT
3.1 Rent. (a) On each applicable Scheduled Interest Payment Date
after the Release Date, Lessee shall pay the Basic Rent.
(b) Basic Rent shall be due and payable in Dollars and shall be paid
by wire transfer of immediately available funds on the due date therefor to such
account or accounts at such bank or banks or to such other Person or in such
other manner as Lessor shall from time to time direct.
(c) Lessee's inability or failure to take possession of all, or any
Unit, of the Equipment when delivered by Lessor shall not delay or otherwise
affect Lessee's obligation to pay Rent in accordance with the terms of this
Lease.
3.2 Supplemental Rent. Lessee shall pay to Lessor or the Person
entitled thereto any and all Supplemental Rent timely (subject to Section 13
hereof) as the same shall become due and payable, and if Lessee fails to pay any
Supplemental Rent, Lessor shall have all rights, powers and remedies provided
for herein or by law or equity or otherwise in the case of nonpayment of Basic
Rent. The expiration or other termination of Lessee's obligations to pay Basic
Rent hereunder shall not limit or modify the obligations of Lessee with respect
to Supplemental Rent. Unless expressly provided otherwise in this Lease or any
other Operative Agreement, in the event of any failure on the part of Lessee to
pay and discharge any Supplemental Rent as and when due, Lessee shall also
promptly pay and discharge any fine, penalty, interest or cost which may be
assessed or added for nonpayment or late payment of such Supplemental Rent, all
of which shall also constitute Supplemental Rent.
3.3 Legal Holiday. A "Legal Holiday" is a Saturday, a Sunday, or
other day on which commercial banking institutions are authorized or required to
be closed in New York City. If any payment is required hereunder to be made on a
Legal Holiday, payment shall be made on the next succeeding day that is not a
Legal Holiday.
Section 4. WARRANTIES
4.1 Warranties. So long as no Lease Event of Default shall have
occurred and be continuing (or if a Lease Event of Default shall have occurred
and is continuing, if Lessee has timely delivered a Purchase Notice or
Substitution Notice and the purchase or substitution thereby would cure such
Lease Event of Default), Lessor agrees to take all such actions as may be
reasonably necessary to insure that Lessee is the beneficiary of any and all
warranties with respect to the Equipment, provided, however, the reasonable
costs of any such actions shall be borne by Lessee.
2
{PAGE}
Section 5. QUIET ENJOYMENT
5.1 Quiet Enjoyment. So long as no Lease Event of Default shall have
occurred and be continuing, Lessee shall peaceably and quietly have, hold and
enjoy the Equipment for the Term, free of any claim or other action by Lessor or
anyone claiming by, through or under Lessor.
Section 6. NET LEASE
6.1 Net Lease; No Setoff; Etc. This Lease shall constitute a net
lease and, except as otherwise provided herein or in the other Operative
Agreements, it is intended that Basic Rent and Supplemental Rent shall be paid
without counterclaim, setoff, deduction or defense of any kind and without
abatement, suspension, deferment, diminution or reduction of any kind, and
Lessee's obligation to pay all such amounts is absolute and unconditional,
provided that if at any time the Lessee is required to make a payment of (i)
Termination Value or (ii) an indemnity payment pursuant to Section 13 of the
Participation Agreement to the Certificate Holders, and there shall exist any
Lessor Liens attributable to the Certificate Holders (and the Lessee shall have
previously incurred a charge to discharge any Lessor Liens attributable to the
Certificate Holders), then the Lessee shall be entitled to deduct from the
portion required to be paid to the Certificate Holders of Termination Value or
payment of indemnity, as the case may be, an amount sufficient to so reimburse
the Lessee for the cost of discharging such Lessor Liens, as the case may be.
The obligations and liabilities of Lessee hereunder shall in no way be released,
discharged or otherwise affected for any reason, including, without limitation,
to the maximum extent permitted by law: (a) any defect in the condition,
merchantability, design, quality or fitness for use of any portion of any
Equipment, or any failure of any Equipment to comply with all Legal
Requirements, including any inability to use any Equipment by reason of such
non-compliance; (b) any damage to, abandonment, loss, contamination of or
Release from or destruction of or any requisition or taking of any Equipment or
any part thereof; (c) any restriction, prevention or curtailment of or
interference with any use of any Equipment or any part thereof; (d) any defect
in title to or rights to any Equipment or any Lien on such title or rights or on
any Equipment; (e) any change, waiver, extension, indulgence or other action or
omission or breach in respect of any obligation or liability of or by Lessor,
Certificate Holders, Trustee, Indenture Trustee or any Securityholder; (f) any
bankruptcy, insolvency, reorganization, composition, adjustment, dissolution,
liquidation or other like proceedings relating to Lessee, Lessor, Certificate
Holders, the Trust Company, Trustee, Indenture Trustee, any Securityholder or
any other Person, or any action taken with respect to this Lease by any trustee
or receiver of Lessee, Lessor, Certificate Holders, the Trust Company, Trustee,
Indenture Trustee, any Securityholder or any other Person, or by any court, in
any such proceeding; (g) any claim that Lessee has or might have against any
Person, including, without limitation, Lessor, Certificate Holders, the Trust
Company, Trustee, Indenture Trustee or any Securityholder; (h) any failure on
the part of Lessor to perform or comply with any of the terms of this Lease, any
other Operative Agreement or of any other agreement; (i) any invalidity or
unenforceability or disaffirmance against or by Lessee of this Lease or any
provision hereof or any of the other Operative Agreements or any provision of
any thereof; (j) the impossibility of performance by Lessee, Lessor or both; (k)
any action by any court, administrative agency or
246902
|
Hanover
As referenced in this Lease:
HANOVER COMPRESSION LIMITED PARTNERSHIP
– FILENAME}dex1064.txt
{DESCRIPTION}LEASE DATED AUGUST 31, 2001
{TEXT}
{PAGE}
Exhibit 10.64
--------------------------------------------------------------------------------
LEASE
between
HANOVER EQUIPMENT TRUST 2001A
as Lessor,
and
HANOVER COMPRESSION LIMITED PARTNERSHIP
as Lessee
---------------------------
Dated as of August 31, 2001
---------------------------
--------------------------------------------------------------------------------
THIS LEASE IS SUBJECT TO A SECURITY INTEREST IN FAVOR OF WILMINGTON TRUST FSB,
_____________
HANOVER
COMPRESSION LIMITED PARTNERSHIP, – office at
c/o Wilmington Trust Company, Rodney Square North, 1100 North Market Street,
Wilmington, Delaware 19890-0001, as lessor (the "Lessor"), and HANOVER
COMPRESSION LIMITED PARTNERSHIP, a Delaware limited partnership, having its
principal office at 12001 North Houston Rosslyn, Houston, Texas 77806, as lessee
(the "Lessee").
In consideration
_____________
Hanover Compression Limited Partnership
– or registered, postage prepaid or (d) in the
case of facsimile notice, when received, addressed to such Person as indicated:
If to Lessee: Hanover Compression Limited Partnership
12001 North Houston Rosslyn
Houston, Texas 77806
Attention: Chief Financial Officer
Telecopy: (281) 447-0821
29
{PAGE}
With a copy to: Latham &
_____________
HANOVER COMPRESSION LIMITED
PARTNERSHIP
– 36
{PAGE}
IN WITNESS WHEREOF, the parties have caused this Lease be duly executed
and delivered as of the date first above written.
HANOVER COMPRESSION LIMITED
PARTNERSHIP
By: _________________________________
Name:
Title:
HANOVER EQUIPMENT TRUST 2001A
By: Wilmington Trust Company, not
individually but solely as Trustee
By: _________________________________
Name:
Title:
_____________
HANOVER COMPRESSION LIMITED PARTNERSHIP, – NO. __ (this "Lease Supplement") dated as of
_______________, between HANOVER EQUIPMENT TRUST 2001A, a Delaware business
trust, as lessor (the "Lessor"), and HANOVER COMPRESSION LIMITED PARTNERSHIP, a
[ ], as lessee (the "Lessee").
WHEREAS, the Lessor is the owner of the Equipment described on Schedule
I hereto (the "Leased Equipment")
_____________
dt 100585
;
|
 Wilmington Trust
As referenced in this Lease:
Wilmington Trust Co – Lease"), dated as of August 31, 2001, between HANOVER
EQUIPMENT TRUST 2001A, a Delaware business trust, having its principal office at
c/o Wilmington Trust Co mpany, Rodney Square North, 1100 North Market Street,
Wilmington, Delaware 19890-0001, as lessor (the "Lessor"), and HANOVER
COMPRESSION LIMITED PARTNERSHIP, a Delaware
_____________
Wilmington Trust Co – Illinois 60606
Attention: Richard S. Meller and
Michael A. Pucker
Telecopy: (312) 993-9767
If to Lessor: Hanover Equipment Trust 2001A
c/o Wilmington Trust Co mpany
Rodney Square North
1100 North Market Street
Wilmington, Delaware 19890
Attention: Corporate Trust Administration
Telecopy: (302) 651-8882
With a copy to
_____________
Wilmington Trust Co – executed
and delivered as of the date first above written.
HANOVER COMPRESSION LIMITED
PARTNERSHIP
By: _________________________________
Name:
Title:
HANOVER EQUIPMENT TRUST 2001A
By: Wilmington Trust Co mpany, not
individually but solely as Trustee
By: _________________________________
Name:
Title:
The undersigned agrees to the provisions of Section 28.4 and
acknowledges
_____________
Wilmington Trust Co – executed and delivered as of the date first above written.
HANOVER COMPRESSION LIMITED
PARTNERSHIP
By: ___________________________________
Name:
Title:
HANOVER EQUIPMENT TRUST 2001A
By: Wilmington Trust Co mpany, not in its
individual capacity but solely as
Trustee
By: ___________________________________
Name:
Title:
3
{PAGE}
Receipt of this original counterpart of the
_____________
dt 99893
;
 Latham & Watkins
As referenced in this Lease:
Latham & Watkins – 77806
Attention: Chief Financial Officer
Telecopy: (281) 447-0821
29
{PAGE}
With a copy to: Latham & Watkins
Sears Tower, Suite 5800
233 South Wacker Drive
Chicago, Illinois 60606
Attention: Richard S.
_____________
dt 73536
|
| Preview
Full Doc
| 2001 |
Lease
Lease (141K)
Doc #246908: Click preview link for longer preview.
================================================================================
LEASE
between
HANOVER EQUIPMENT TRUST 2001B
as Lessor,
and
HANOVER COMPRESSION LIMITED PARTNERSHIP
as Lessee
---------------------------
Dated as of August 31, 2001
---------------------------
================================================================================
THIS LEASE IS SUBJECT TO A SECURITY INTEREST IN FAVOR OF WILMINGTON TRUST FSB,
AS COLLATERAL AGENT (THE "COLLATERAL AGENT") UNDER AN INDENTURE, DATED AS OF
AUGUST 30, 2001 AMONG HANOVER EQUIPMENT TRUST 2001B AND THE INDENTURE TRUSTEE,
AS AMENDED OR SUPPLEMENTED. THIS LEASE HAS BEEN EXECUTED IN SEVERAL
COUNTERPARTS. TO THE EXTENT, IF ANY, THAT THIS LEASE CONSTITUTES CHATTEL PAPER
(AS SUCH TERM IS DEFINED IN THE UNIFORM COMMERCIAL CODE AS IN EFFECT IN ANY
APPLICABLE JURISDICTION), NO SECURITY INTEREST IN THIS LEASE MAY BE CREATED
THROUGH THE TRANSFER OR POSSESSION OF ANY COUNTERPART OTHER THAN THE ORIGINAL
COUNTERPART CONTAINING THE RECEIPT THEREFOR EXECUTED BY THE COLLATERAL AGENT ON
THE SIGNATURE PAGE HEREOF.
{PAGE}
{TABLE}
{CAPTION}
TABLE OF CONTENTS
Page
----
SECTION 1. DEFINITIONS
{S} {C} {C}
1.1 Defined Terms........................................................................1
SECTION 2. EQUIPMENT AND TERM
2.1 Equipment............................................................................1
2.2 Lease Term...........................................................................1
2.3 Title................................................................................1
SECTION 3. RENT
3.1 Rent.................................................................................2
3.2 Supplemental Rent....................................................................2
SECTION 4. WARRANTIES
4.1 Warranties...........................................................................2
SECTION 5. QUIET ENJOYMENT
5.1 Quiet Enjoyment......................................................................3
SECTION 6. NET LEASE
6.1 Net Lease; No Setoff; Etc............................................................3
6.2 No Termination or Abatement..........................................................4
SECTION 7. OWNERSHIP OF EQUIPMENT
7.1 Ownership of the Equipment...........................................................4
SECTION 8. CONDITION OF EQUIPMENT
8.1 Disclaimer of Warranties.............................................................6
8.2 Possession and Use of the Equipment..................................................7
SECTION 9. COMPLIANCE
9.1 Compliance with Legal Requirements and Insurance Requirements........................7
9.2 Environmental Matters................................................................7
SECTION 10. MAINTENANCE, REPAIR AND RETURN REQUIREMENTS
i
{/TABLE}
{PAGE}
{TABLE}
{CAPTION}
{S} {C} {C}
10.1 Maintenance and Repair...............................................................8
10.2 Return Requirements..................................................................9
10.3 Right of Inspection and Location....................................................10
SECTION 11. MODIFICATIONS
11.1 Modifications.......................................................................10
SECTION 12. TITLE
12.1 Warranty of Title...................................................................11
12.2 Identification......................................................................11
SECTION 13. PERMITTED CONTESTS
13.1 Permitted Contests Other Than in Respect of Impositions.............................12
SECTION 14. INSURANCE
14.1 Public Liability and Workers' Compensation Insurance................................12
14.2 Hazard and Other Insurance..........................................................12
14.3 Coverage............................................................................13
SECTION 15. CONDEMNATION AND CASUALTY
15.1 Casualty and Condemnation...........................................................14
SECTION 16. LEASE TERMINATION
16.1 Termination upon Certain Events.....................................................15
16.2 Procedures..........................................................................15
SECTION 17. DEFAULT
17.1 Lease Events of Default.............................................................16
17.2 Final Liquidated Damages............................................................17
17.3 Remedies............................................................................17
17.4 Additional Remedies.................................................................19
17.5 Proceeds of Sale; Deficiency........................................................19
17.6 Waiver of Certain Rights............................................................19
17.7 Assignment of Rights Under Contracts................................................19
SECTION 18. LESSOR'S RIGHT TO CURE
18.1 Lessor's Right to Cure Lessee's Lease Defaults......................................20
SECTION 19. LEASE TERMINATION
19.1 Provisions Relating to Lessee's Termination of this
Lease or Exercise of Purchase Option................................................20
ii
{/TABLE}
{PAGE}
{TABLE}
{CAPTION}
{S} {C} {C}
SECTION 20. PURCHASE OPTION
20.1 Purchase Option.....................................................................20
20.2 Expiration Date Purchase Option.....................................................22
20.3 Obligation to Purchase All Equipment................................................22
SECTION 21. SALE OF EQUIPMENT
21.1 Sale Procedure......................................................................23
21.2 Application of Proceeds of Sale.....................................................23
21.3 Indemnity for Excessive Wear........................................................24
21.4 Appraisal Procedure.................................................................24
21.5 Certain Obligations Continue........................................................24
SECTION 22. HOLDING OVER
22.1 Holding Over........................................................................24
SECTION 23. RISK OF LOSS
23.1 Risk of Loss........................................................................25
SECTION 24. SUBLETTING AND ASSIGNMENT
24.1 Subletting and Assignment...........................................................25
24.2 Subleases or Licenses...............................................................25
SECTION 25. ESTOPPEL CERTIFICATES
25.1 Estoppel Certificates...............................................................25
SECTION 26. NO WAIVER
26.1 No Waiver...........................................................................26
SECTION 27. ACCEPTANCE OF SURRENDER
27.1 Acceptance of Surrender.............................................................26
SECTION 28. OWNERSHIP, GRANT OF SECURITY INTEREST
AND FURTHER ASSURANCES
28.1 Grant of Security Interest..........................................................26
28.2 UCC Remedies........................................................................27
28.3 Deficiency..........................................................................28
28.4 Trustee's Appointment as Attorney-in-Fact; Trustee's
Performance of Lessee's Obligations.................................................28
iii
{/TABLE}
{PAGE}
{TABLE}
{CAPTION}
Page
----
{S} {C} {C}
SECTION 29. NOTICES
29.1 Notices.............................................................................29
SECTION 30. SUBSTITUTION
30.1 Substitution........................................................................31
SECTION 31. SUBORDINATION
31.1 Agreement to Subordinate............................................................33
31.2 Liquidation, Dissolution, Bankruptcy................................................33
31.3 Default on Guarantor Senior Indebtedness of Lessee..................................34
31.4 Acceleration of Payment of Rent.....................................................34
31.5 When Rents Must be Paid Over........................................................34
31.6 Subrogation.........................................................................35
31.7 Relative Rights.....................................................................35
31.8 Subordination May Not Be Impaired by Lessee.........................................35
31.9 Distribution or Notice to Representative............................................35
31.10 Section 31 Not to Prevent Events of Default or Limit Right to Accelerate............35
31.11 Reliance by Holders of Guarantor Senior Indebtedness on Subordination
Provisions..........................................................................35
SECTION 32. MISCELLANEOUS
32.1 Miscellaneous.......................................................................36
32.2 Amendments and Modifications........................................................36
32.3 Successors and Assigns..............................................................36
32.4 Headings and Table of Contents......................................................36
32.5 Counterparts........................................................................36
32.6 GOVERNING LAW.......................................................................36
32.7 Limitations on Recourse.............................................................36
32.8 Priority............................................................................37
Description of Equipment............................................................Schedule A
Form of Lease Supplement.............................................................Exhibit A
iv
{/TABLE}
{PAGE}
LEASE (this "Lease"), dated as of August 31, 2001, between
HANOVER EQUIPMENT TRUST 2001B, a Delaware business trust, having its principal
office at c/o Wilmington Trust Company, Rodney Square North, 1100 North Market
Street, Wilmington, Delaware 19890-0001, as lessor (the "Lessor"), and HANOVER
COMPRESSION LIMITED PARTNERSHIP, a Delaware limited partnership, having its
principal office at 12001 North Houston Rosslyn, Houston, Texas 77806, as lessee
(the "Lessee").
In consideration of the mutual agreements herein contained, and
of other good and valuable consideration, the receipt and sufficiency of which
are hereby acknowledged, the parties hereto agree as follows:
Section 1. DEFINITIONS
1.1. Defined Terms. Capitalized terms used herein but not
otherwise defined in this Lease shall have the respective meanings specified in
Annex A to the Participation Agreement dated as of the date hereof among Lessee,
Lessor, Wilmington Trust FSB, the Indenture Trustee, the Collateral Agent, the
Trust Company, the Certificate Holders, and the Guarantors, as such
Participation Agreement may be amended, supplemented or otherwise modified from
time to time.
Section 2. EQUIPMENT AND TERM
2.1 Equipment. Subject to the terms and conditions hereinafter
set forth, Lessor hereby leases to Lessee, and Lessee hereby leases from Lessor,
each Unit described on Schedule A attached hereto. Schedule A shall be revised
from time to time to add each Replacement Equipment and delete each Unit
released from this Lease.
2.2 Lease Term. The Equipment is leased for the Term, unless
earlier terminated in accordance with the provisions of this Lease.
2.3 Title. Except as otherwise expressly set forth in the
Operative Agreements, the Equipment is leased to Lessee without any
representation or warranty, express or implied, by Lessor and subject to the
rights of parties in possession, the existing state of title (including, without
limitation, the Permitted Exceptions) and all applicable Legal Requirements.
Lessee shall in no event have any recourse against Lessor for any defect in
title to the Equipment unless such defect was the result of an act or omission
of Lessor or its Affiliates giving rise to a Lessor Lien. Lessor and Lessee
hereby declare that it is their mutual intent that the Equipment is to be
considered movable (personal) property, severable from the improvements in which
it may be located, and not immovables or components of immovables, for all
purposes of this Lease.
246908
|
Hanover
As referenced in this Lease:
HANOVER COMPRESSION LIMITED PARTNERSHIP
– FILENAME}dex1070.txt
{DESCRIPTION}LEASE DATED AUGUST 31, 2001
{TEXT}
{PAGE}
Exhibit 10.70
================================================================================
LEASE
between
HANOVER EQUIPMENT TRUST 2001B
as Lessor,
and
HANOVER COMPRESSION LIMITED PARTNERSHIP
as Lessee
---------------------------
Dated as of August 31, 2001
---------------------------
================================================================================
THIS LEASE IS SUBJECT TO A SECURITY INTEREST IN FAVOR OF WILMINGTON TRUST FSB,
_____________
HANOVER
COMPRESSION LIMITED PARTNERSHIP, – office at c/o Wilmington Trust Company, Rodney Square North, 1100 North Market
Street, Wilmington, Delaware 19890-0001, as lessor (the "Lessor"), and HANOVER
COMPRESSION LIMITED PARTNERSHIP, a Delaware limited partnership, having its
principal office at 12001 North Houston Rosslyn, Houston, Texas 77806, as lessee
(the "Lessee").
In consideration
_____________
Hanover Compression Limited Partnership
– or registered, postage prepaid or (d) in the
case of facsimile notice, when received, addressed to such Person as indicated:
If to Lessee: Hanover Compression Limited Partnership
12001 North Houston Rosslyn
Houston, Texas 77806
Attention: Chief Financial Officer
Telecopy: (281) 447-0821
29
{PAGE}
With a copy to: Latham &
_____________
HANOVER COMPRESSION LIMITED PARTNERSHIP
– 37
{PAGE}
IN WITNESS WHEREOF, the parties have caused this Lease be duly
executed and delivered as of the date first above written.
HANOVER COMPRESSION LIMITED PARTNERSHIP
By: _________________________________
Name:
Title:
HANOVER EQUIPMENT TRUST 2001B
By: Wilmington Trust Company, not individually
but solely as Trustee
By: _________________________________
Name:
Title:
_____________
HANOVER COMPRESSION LIMITED PARTNERSHIP, – NO. __ (this "Lease Supplement") dated as
of _______________, between HANOVER EQUIPMENT TRUST 2001B, a Delaware business
trust, as lessor (the "Lessor"), and HANOVER COMPRESSION LIMITED PARTNERSHIP, a
[ ], as lessee (the "Lessee").
WHEREAS, the Lessor is the owner of the Equipment described on
Schedule I hereto (the "Leased Equipment")
_____________
dt 100591
;
|
Wilmington Trust
As referenced in this Lease:
Wilmington Trust Co – Lease"), dated as of August 31, 2001, between
HANOVER EQUIPMENT TRUST 2001B, a Delaware business trust, having its principal
office at c/o Wilmington Trust Co mpany, Rodney Square North, 1100 North Market
Street, Wilmington, Delaware 19890-0001, as lessor (the "Lessor"), and HANOVER
COMPRESSION LIMITED PARTNERSHIP, a Delaware
_____________
Wilmington Trust Co – Illinois 60606
Attention: Richard S. Meller and
Michael A. Pucker
Telecopy: (312) 993-9767
If to Lessor: Hanover Equipment Trust 2001B
c/o Wilmington Trust Co mpany
Rodney Square North
1100 North Market Street
Wilmington, Delaware 19890
Attention: Corporate Trust
Administration
Telecopy: (302) 651-8882
With a copy to
_____________
Wilmington Trust Co – executed and delivered as of the date first above written.
HANOVER COMPRESSION LIMITED PARTNERSHIP
By: _________________________________
Name:
Title:
HANOVER EQUIPMENT TRUST 2001B
By: Wilmington Trust Co mpany, not individually
but solely as Trustee
By: _________________________________
Name:
Title:
The undersigned agrees to the provisions of Section 28.4 and
acknowledges
_____________
Wilmington Trust Co – executed and delivered as of the date first above written.
HANOVER COMPRESSION LIMITED PARTNERSHIP
By: ___________________________________
Name:
Title:
HANOVER EQUIPMENT TRUST 2001B
By: Wilmington Trust Co mpany, not in its
individual capacity but solely as Trustee
By: _____________________________
Name:
Title:
3
{PAGE}
Receipt of this original counterpart of the
_____________
dt 99898
;
Latham & Watkins
As referenced in this Lease:
Latham & Watkins – 77806
Attention: Chief Financial Officer
Telecopy: (281) 447-0821
29
{PAGE}
With a copy to: Latham & Watkins
Sears Tower, Suite 5800
233 South Wacker Drive
Chicago, Illinois 60606
Attention: Richard S.
_____________
dt 73538
|
| Preview
Full Doc
| 2001 |
Assignment of Lease, Rents and Guarantee
Assignment of Lease, Rents and Guarantee (44K)
Doc #120486: Click preview link for longer preview.
ASSIGNMENT OF LEASE, RENTS AND GUARANTEE
from
HANOVER EQUIPMENT TRUST 2001A, Assignor
to
WILMINGTON TRUST FSB, as Collateral Agent, Assignee
August 31, 2001
{PAGE}
ASSIGNMENT OF LEASE, RENTS AND GUARANTEE
THIS ASSIGNMENT OF LEASE, RENTS AND GUARANTEE dated as of August 31,
2001 (this "Assignment"), made by HANOVER EQUIPMENT TRUST 2001A, a Delaware
business trust (the "Assignor"), to WILMINGTON TRUST FSB, a federal savings
bank, in its capacity as Collateral Agent (in such capacity, "Assignee") under
the Indenture dated as of the date hereof (as amended, supplemented or otherwise
modified from time to time, the "Indenture") among the Assignor, Wilmington
Trust FSB, as Indenture Trustee, and the Hanover Guarantors, and under the
Participation Agreement (as defined below), for the first priority benefit of
the Securityholders and the second priority benefit of the Certificate Holders.
Preliminary Statement
---------------------
A. On the date hereof, the Assignor and Hanover Compression Limited
Partnership (the "Lessee") entered in a Lease whereby the Assignor agreed to
lease certain Equipment to the Lessee. Simultaneously with the execution of the
Lease, the Guarantors entered into the Hanover Guarantee which, among other
obligations, guarantees all of the Lessee's obligations under the Lease.
B. Pursuant to the Indenture, the Securityholders have agreed to
advance to the Assignor in an aggregate amount not to exceed $300,000,000 upon
the terms and subject to the conditions set forth therein, to be evidenced by
the Securities issued by the Assignor under the Indenture.
C. Pursuant to the Trust Agreement and the Participation Agreement,
the Certificate Holders have agreed to make the Certificate Holder Contributions
to the Assignor in an aggregate amount not to exceed $9,300,000 upon the terms
and subject to the conditions set forth therein, to be evidenced by Certificates
issued by Assignor under the Trust Agreement.
D. It is a condition, among others, to the obligation of the
Securityholders to purchase Securities and the Certificate Holders to make
Certificate Holder Contributions to the Assignor that the Assignor shall have
executed and delivered, and the Lessee and the Guarantors shall have consented
to, this Assignment to the Assignee for the ratable benefit of, first, the
Securityholders and thereafter the Certificate Holders.
NOW, THEREFORE, in consideration of the foregoing, the parties hereto
agree as follows:
1. Defined Terms. Capitalized terms used but not otherwise defined in
this Assignment shall have the respective meanings specified in Annex A to the
Participation Agreement dated as of the date hereof among the Lessor, the
Lessee, the Certificate Holders, the Hanover Guarantors, the Indenture Trustee
and the Trust Company, as such Participation Agreement may be amended,
supplemented or otherwise modified from time to time. A copy of the
Participation Agreement or of the other agreements referenced herein or therein
may be obtained from any of the parties hereto at the addresses set forth
herein.
120486
|
Hanover
As referenced in this Assignment of Lease, Rents and Guarantee:
Hanover Compression Limited
Partnership – benefit of
the Securityholders and the second priority benefit of the Certificate Holders.
Preliminary Statement
---------------------
A. On the date hereof, the Assignor and Hanover Compression Limited
Partnership (the "Lessee") entered in a Lease whereby the Assignor agreed to
lease certain Equipment to the Lessee. Simultaneously with the execution of
_____________
HANOVER COMPRESSION LIMITED PARTNERSHIP, – Name:
Title:
{PAGE}
LESSEE'S AND GUARANTOR'S CONSENT
As of this 31st day of August, 2001, HANOVER COMPRESSOR COMPANY, a
Delaware corporation, HANOVER COMPRESSION LIMITED PARTNERSHIP, a Delaware
limited partnership ("Lessee"), and certain of their Subsidiaries listed on the
signature pages hereto (collectively the "Guarantors", individually a
"Guarantor"),
_____________
HANOVER COMPRESSION LIMITED PARTNERSHIP, – IN WITNESS WHEREOF, the Lessee and the Guarantors have caused this
Consent to be duly executed as of the date first written above.
HANOVER COMPRESSION LIMITED PARTNERSHIP,
as Lessee
By: ____________________________________
Name:
Title:
HANOVER COMPRESSOR COMPANY, as a
Guarantor
By: ____________________________________
Name:
Title:
HANOVER APPLIED PROCESS SOLUTIONS,
INC., as
_____________
dt 100528
;
Applied Process
As referenced in this Assignment of Lease, Rents and Guarantee:
APPLIED PROCESS SOLUTIONS, – written above.
HANOVER COMPRESSION LIMITED PARTNERSHIP,
as Lessee
By: ____________________________________
Name:
Title:
HANOVER COMPRESSOR COMPANY, as a
Guarantor
By: ____________________________________
Name:
Title:
HANOVER APPLIED PROCESS SOLUTIONS,
INC., as a Guarantor
By: ____________________________________
Name:
Title:
EUREKA ENERGY LIMITED PARTNERSHIP,
as a Guarantor
By: ____________________________________
Name:
Title:
HANOVER ACQUISITION LIMITED
_____________
dt 101477
;
HCC
As referenced in this Assignment of Lease, Rents and Guarantee:
HANOVER COMPRESSOR – PAGE}
LESSEE'S AND GUARANTOR'S CONSENT
As of this 31st day of August, 2001, HANOVER COMPRESSOR COMPANY, a
Delaware corporation, HANOVER COMPRESSION LIMITED PARTNERSHIP, a Delaware
limited partnership ("Lessee"), and certain
HANOVER COMPRESSOR – the date first written above.
HANOVER COMPRESSION LIMITED PARTNERSHIP,
as Lessee
By: ____________________________________
Name:
Title:
HANOVER COMPRESSOR COMPANY, as a
Guarantor
By: ____________________________________
Name:
Title:
HANOVER APPLIED PROCESS SOLUTIONS,
INC., as a
HANOVER COMPRESSOR – Name:
Title:
HANOVER ACQUISITION LIMITED
PARTNERSHIP, as a Guarantor
By: ____________________________________
Name:
Title:
{PAGE}
6
HANOVER COMPRESSOR LIMITED HOLDINGS
LLC, as a Guarantor
By: ____________________________________
Name:
Title:
HANOVER LAND LIMITED PARTNERSHIP, as
dt 69532
;
|
OEC Compression
As referenced in this Assignment of Lease, Rents and Guarantee:
OEC COMPRESSION
CORP – HANOVER MAINTECH LIMITED
PARTNERSHIP, as a Guarantor
By: ____________________________________
Name:
Title:
HANOVER/SMITH LIMITED PARTNERSHIP, as
a Guarantor
By: ____________________________________
Name:
Title:
HANOVER OEC COMPRESSION
CORP ORATION, as a Guarantor
By: ____________________________________
Name:
Title:
PRODUCTION OPERATORS CORPORATION,
as a Guarantor
By: ____________________________________
Name:
Title:
{PAGE}
7
PRODUCTION OPERATORS, INC.,
_____________
dt 101443
;
GE Capital
As referenced in this Assignment of Lease, Rents and Guarantee:
GENERAL ELECTRIC CAPITAL
CORP – this Assignment (provided,
however, that the Certificate Holders shall not be liable for any of the
obligations of the Assignor under this Agreement).
GENERAL ELECTRIC CAPITAL
CORP ORATION, as a Certificate Holder
By:
-------------------------------------
Name:
Title:
{PAGE}
LESSEE'S AND GUARANTOR'S CONSENT
As of this 31st day of August, 2001,
_____________
dt 100991
;
Wilmington Trust
As referenced in this Assignment of Lease, Rents and Guarantee:
Wilmington Trust Co – Assignor has caused this Assignment to be duly
executed as of the day and year first above written.
HANOVER EQUIPMENT TRUST 2001A
By: Wilmington Trust Co mpany,
not in its individual capacity but
solely as Trustee
By:
-------------------------------------
Name:
Title:
{PAGE}
9
By execution of this Assignment, the Certificate Holders
_____________
Wilmington Trust Co – PAGE}
7
PRODUCTION OPERATORS, INC., as a
Guarantor
By: ____________________________________
Name:
Title:
For purposes of Section 5 hereof:
HANOVER EQUIPMENT TRUST 2001A
By: Wilmington Trust Co mpany, not in
its individual capacity but solely
as Trustee
By: ______________________________
Name:
Title:
_____________
dt 99533
|
| Preview
Full Doc
| 2001 |
Assignment of Lease, Rents and Guarantee
Assignment of Lease, Rents and Guarantee (44K)
Doc #246906: Click preview link for longer preview.
{DOCUMENT}
{TYPE}EX-10.68
{SEQUENCE}7
{FILENAME}dex1068.txt
{DESCRIPTION}ASSIGNMENT OF LEASES, RENTS, AND GUARANTEE
{TEXT}
{PAGE}
Exhibit 10.68
ASSIGNMENT OF LEASE, RENTS AND GUARANTEE
from
HANOVER EQUIPMENT TRUST 2001A, Assignor
to
WILMINGTON TRUST FSB, as Collateral Agent, Assignee
August 31, 2001
{PAGE}
ASSIGNMENT OF LEASE, RENTS AND GUARANTEE
THIS ASSIGNMENT OF LEASE, RENTS AND GUARANTEE dated as of August 31,
2001 (this "Assignment"), made by HANOVER EQUIPMENT TRUST 2001A, a Delaware
business trust (the "Assignor"), to WILMINGTON TRUST FSB, a federal savings
bank, in its capacity as Collateral Agent (in such capacity, "Assignee") under
the Indenture dated as of the date hereof (as amended, supplemented or otherwise
modified from time to time, the "Indenture") among the Assignor, Wilmington
Trust FSB, as Indenture Trustee, and the Hanover Guarantors, and under the
Participation Agreement (as defined below), for the first priority benefit of
the Securityholders and the second priority benefit of the Certificate Holders.
Preliminary Statement
---------------------
A. On the date hereof, the Assignor and Hanover Compression Limited
Partnership (the "Lessee") entered in a Lease whereby the Assignor agreed to
lease certain Equipment to the Lessee. Simultaneously with the execution of the
Lease, the Guarantors entered into the Hanover Guarantee which, among other
obligations, guarantees all of the Lessee's obligations under the Lease.
B. Pursuant to the Indenture, the Securityholders have agreed to
advance to the Assignor in an aggregate amount not to exceed $300,000,000 upon
the terms and subject to the conditions set forth therein, to be evidenced by
the Securities issued by the Assignor under the Indenture.
C. Pursuant to the Trust Agreement and the Participation Agreement,
the Certificate Holders have agreed to make the Certificate Holder Contributions
to the Assignor in an aggregate amount not to exceed $9,300,000 upon the terms
and subject to the conditions set forth therein, to be evidenced by Certificates
issued by Assignor under the Trust Agreement.
D. It is a condition, among others, to the obligation of the
Securityholders to purchase Securities and the Certificate Holders to make
Certificate Holder Contributions to the Assignor that the Assignor shall have
executed and delivered, and the Lessee and the Guarantors shall have consented
to, this Assignment to the Assignee for the ratable benefit of, first, the
Securityholders and thereafter the Certificate Holders.
NOW, THEREFORE, in consideration of the foregoing, the parties hereto
agree as follows:
1. Defined Terms. Capitalized terms used but not otherwise defined in
this Assignment shall have the respective meanings specified in Annex A to the
Participation Agreement dated as of the date hereof among the Lessor, the
Lessee, the Certificate Holders, the Hanover Guarantors, the Indenture Trustee
and the Trust Company, as such Participation Agreement may be amended,
supplemented or otherwise modified from time to time. A copy of the
Participation Agreement or of the other agreements referenced herein or therein
may be obtained from any of the parties hereto at the addresses set forth
herein.
{PAGE}
2
2. Assignment. The Assignor hereby irrevocably assigns, transfers,
sets over and conveys to the Assignee, all the following-described property
relating to or arising in connection with the Equipment, whether now owned or
held or hereafter acquired, exclusively and without any reservation thereof unto
the Assignor:
(a) Subject to Section 7 hereof, all of the estate, right, title,
interest, benefits, powers and privileges of the Assignor, as lessor, under the
Lease, as the Lease is supplemented from time to time pursuant to one or more
Lease Supplements, including, without limitation, (i) the immediate and
continuing right to make claim for, receive, collect and receipt for all rents,
income, revenues, issues, profits, insurance proceeds, sales proceeds and other
sums payable to or receivable by the Assignor under the Lease, or pursuant to
any provisions thereof, whether as rent or as the purchase price or termination
payment for any interest in the Equipment or otherwise (including, without
limitation, the Final Rent Payment, the Purchase Option Price, Equity Proceeds
Purchase Price, Control Purchase Price, Excess Proceeds Purchase Price,
Termination Value, Basic Rent, Supplemental Rent, Certificate Holder Yield and
any sales proceeds payable to the Assignor pursuant to the Lease) (collectively,
the "Lease Rents"), including all cash, securities or letters of credit, if any,
delivered or deposited pursuant thereto to secure performance by the Lessee of
its obligations thereunder, (ii) the right and power (which right and power are
coupled with an interest) upon the purchase by the Lessee of the interest of the
Assignor in the Equipment in accordance with the Lease to execute and deliver as
irrevocable agent and attorney-in-fact of the Assignor an appropriate instrument
necessary to convey the interest of the Assignor therein, or to pay over or
assign to the Assignee those sums to which it is entitled if the Lessee becomes
obligated to purchase the interest of the Assignor in the Equipment and to
perform all other necessary or appropriate acts as said agent and
attorney-in-fact with respect to any such purchase and conveyance, (iii) the
right to perform all other necessary or appropriate acts as said agent and
attorney-in-fact with respect to any purchase or conveyance referred to in
clause (ii) above, (iv) the right to declare the Lease to be in default under
Section 17.1 thereof, (v) the right to exercise remedies under or with respect
to the Lease, (vi) the right to make all waivers and agreements on behalf of the
Assignor under the Lease provided for or permitted under the Lease, (vii) the
right to give all notices, consents, releases and other instruments provided
under the Lease, (viii) the right to give all notices of default and to take all
action upon the happening of a Lease Default or a Lease Event of Default,
including the commencement, conduct and consummation of proceedings as shall be
permitted under any provision of the Lease, or by law or in equity, (ix) the
right to receive all notices, certificates, financial statements and other
documents sent to the Assignor under the Lease, (x) the Assignor's interest
under the Lease in the Lessee's tangible and intangible property used or arising
in connection with the Equipment, including, but not limited to, permits,
licenses, contract rights and prepaid expenses, (xi) the grant of lien and
security interest by the Lessee pursuant to the Lease; and (xii) the right to do
any and all other things whatsoever which the Assignor is or any lessor or
mortgagor or secured party is, or may be entitled to do under the Lease;
provided that the Assignor shall retain, and the Lease Rents shall not include,
the Excepted Payments and the Lessor shall retain, and the rights and powers
assigned herein shall in no event include, the Excepted Rights and shall be
subject to the Shared Rights.
(b) All of the estate, right, title, interest, benefits, powers and
privileges of the Assignor in, to and under all other leases, subleases or
licenses of the Equipment, any license,
246906
|
Hanover
As referenced in this Assignment of Lease, Rents and Guarantee:
Hanover Compression Limited
Partnership – benefit of
the Securityholders and the second priority benefit of the Certificate Holders.
Preliminary Statement
---------------------
A. On the date hereof, the Assignor and Hanover Compression Limited
Partnership (the "Lessee") entered in a Lease whereby the Assignor agreed to
lease certain Equipment to the Lessee. Simultaneously with the execution of
_____________
HANOVER COMPRESSION LIMITED PARTNERSHIP, – Name:
Title:
{PAGE}
LESSEE'S AND GUARANTOR'S CONSENT
As of this 31st day of August, 2001, HANOVER COMPRESSOR COMPANY, a
Delaware corporation, HANOVER COMPRESSION LIMITED PARTNERSHIP, a Delaware
limited partnership ("Lessee"), and certain of their Subsidiaries listed on the
signature pages hereto (collectively the "Guarantors", individually a
"Guarantor"),
_____________
HANOVER COMPRESSION LIMITED PARTNERSHIP, – IN WITNESS WHEREOF, the Lessee and the Guarantors have caused this
Consent to be duly executed as of the date first written above.
HANOVER COMPRESSION LIMITED PARTNERSHIP,
as Lessee
By: ____________________________________
Name:
Title:
HANOVER COMPRESSOR COMPANY, as a
Guarantor
By: ____________________________________
Name:
Title:
HANOVER APPLIED PROCESS SOLUTIONS,
INC., as
_____________
dt 100589
;
Applied Process
As referenced in this Assignment of Lease, Rents and Guarantee:
APPLIED PROCESS SOLUTIONS, – written above.
HANOVER COMPRESSION LIMITED PARTNERSHIP,
as Lessee
By: ____________________________________
Name:
Title:
HANOVER COMPRESSOR COMPANY, as a
Guarantor
By: ____________________________________
Name:
Title:
HANOVER APPLIED PROCESS SOLUTIONS,
INC., as a Guarantor
By: ____________________________________
Name:
Title:
EUREKA ENERGY LIMITED PARTNERSHIP,
as a Guarantor
By: ____________________________________
Name:
Title:
HANOVER ACQUISITION LIMITED
_____________
dt 101487
;
HCC
As referenced in this Assignment of Lease, Rents and Guarantee:
HANOVER COMPRESSOR – PAGE}
LESSEE'S AND GUARANTOR'S CONSENT
As of this 31st day of August, 2001, HANOVER COMPRESSOR COMPANY, a
Delaware corporation, HANOVER COMPRESSION LIMITED PARTNERSHIP, a Delaware
limited partnership ("Lessee"), and certain
_____________
HANOVER COMPRESSOR – the date first written above.
HANOVER COMPRESSION LIMITED PARTNERSHIP,
as Lessee
By: ____________________________________
Name:
Title:
HANOVER COMPRESSOR COMPANY, as a
Guarantor
By: ____________________________________
Name:
Title:
HANOVER APPLIED PROCESS SOLUTIONS,
INC., as a
_____________
HANOVER COMPRESSOR – Name:
Title:
HANOVER ACQUISITION LIMITED
PARTNERSHIP, as a Guarantor
By: ____________________________________
Name:
Title:
{PAGE}
6
HANOVER COMPRESSOR LIMITED HOLDINGS
LLC, as a Guarantor
By: ____________________________________
Name:
Title:
HANOVER LAND LIMITED PARTNERSHIP, as
_____________
dt 75031
;
|
Wilmington Trust
As referenced in this Assignment of Lease, Rents and Guarantee:
Wilmington Trust Co – Assignor has caused this Assignment to be duly
executed as of the day and year first above written.
HANOVER EQUIPMENT TRUST 2001A
By: Wilmington Trust Co mpany,
not in its individual capacity but
solely as Trustee
By:
-------------------------------------
Name:
Title:
{PAGE}
9
By execution of this Assignment, the Certificate Holders
_____________
Wilmington Trust Co – PAGE}
7
PRODUCTION OPERATORS, INC., as a
Guarantor
By: ____________________________________
Name:
Title:
For purposes of Section 5 hereof:
HANOVER EQUIPMENT TRUST 2001A
By: Wilmington Trust Co mpany, not in
its individual capacity but solely
as Trustee
By: ______________________________
Name:
Title:
{/TEXT}
{/DOCUMENT}
_____________
dt 99896
;
Hanover Equipment Trust 2001A;
Wilmington Trust FSB
|
| Preview
Full Doc
| 2001 |
Assignment of Lease, Rents and Guarantee
Assignment of Lease, Rents and Guarantee (54K)
Doc #246912: Click preview link for longer preview.
{DOCUMENT}
{TYPE}EX-10.74
{SEQUENCE}13
{FILENAME}dex1074.txt
{DESCRIPTION}ASSIGNMENT OF LEASES, RENTS, AND GUARANTEE
{TEXT}
{PAGE}
Exhibit 10.74
ASSIGNMENT OF LEASE, RENTS AND GUARANTEE
from
HANOVER EQUIPMENT TRUST 2001B, Assignor
to
WILMINGTON TRUST FSB, as Collateral Agent, Assignee
August 31, 2001
{PAGE}
TABLE OF CONTENTS
Page
SECTION 1. DEFINITIONS
1.1 Defined Terms......................................................... 1
SECTION 2. EQUIPMENT AND TERM
2.1 Equipment............................................................. 1
2.2 Lease Term............................................................ 1
2.3 Title................................................................. 1
SECTION 3. RENT
3.1 Rent.................................................................. 2
3.2 Supplemental Rent..................................................... 2
SECTION 4. WARRANTIES
4.1 Warranties............................................................ 2
SECTION 5. QUIET ENJOYMENT
5.1 Quiet Enjoyment....................................................... 3
SECTION 6. NET LEASE
6.1 Net Lease; No Setoff; Ect............................................. 3
6.2 No Termination or Abatement........................................... 4
SECTION 7. OWNERSHIP OF EQUIPMENT
7.1 Ownership of the Equipment............................................ 4
SECTION 8. CONDITION OF EQUIPMENT
8.1 Disclaimer of Warranties.............................................. 6
8.2 Possession and Use of the Equipment................................... 7
SECTION 9. COMPLIANCE
9.1 Compliance with Legal Requirements and Insurance Requirements......... 7
9.2 Environmental Matters................................................. 7
SECTION 10. MAINTENANCE, REPAIR AND RETURN REQUIREMENTS
i
{PAGE}
10.1 Maintenance and Repair............................................... 8
10.2 Return Requirements.................................................. 9
10.3 Right of Inspection and Location..................................... 10
SECTION 11. MODIFICATIONS
11.1 Modifications........................................................ 10
SECTION 12. TITLE
12.1 Warranty of Title.................................................... 11
12.2 Indentification...................................................... 11
SECTION 13. PERMITTED CONTESTS
13.1 Permitted Contests Other Than in Respect of Impositions.............. 12
SECTION 14. INSURANCE
14.1 Public Liability and Worker's Compensation Insurance................. 12
14.2 Hazard and Other Insurance........................................... 12
14.3 Coverage............................................................. 13
SECTION 15. CONDEMNATION AND CASUALTY
15.1 Casualty and Condemnation............................................ 14
SECTION 16. LEASE TERMINATION
16.1 Termination upon Certain Events...................................... 15
16.2 Procedures........................................................... 15
SECTION 17. DEFAULT
17.1 Lease Events of Default.............................................. 16
17.2 Final Liquidated Damages............................................. 17
17.3 Remedies............................................................. 17
17.4 Additional Remedies.................................................. 19
17.5 Proceeds of Sale; Deficiency......................................... 19
17.6 Waiver of Certain Rights............................................. 19
17.7 Assignment of Rights Under Contracts................................. 19
SECTION 18. LESSOR'S RIGHT TO CURE
18.1 Lessor's Right to Cure Lessee's Lease Defaults....................... 20
SECTION 19. LEASE TERMINATION
19.1 Provisions Relating to Lessee's Termination of this Lease or
Exercise of Purchase Option.......................................... 20
iii
{PAGE}
SECTION 20. PURCHASE OF OPTION
20.1 Purchase Option...................................................... 20
20.2 Expiration Date Purchase Option...................................... 22
20.3 Obligation to Purchase All Equipment................................. 22
246912
|
Hanover
As referenced in this Assignment of Lease, Rents and Guarantee:
Hanover Compression
Limited Partnership – benefit of the Securityholders and the second priority benefit of the
Certificate Holders.
Preliminary Statement
A. On the date hereof, the Assignor and Hanover Compression
Limited Partnership (the "Lessee") entered in a Lease whereby the Assignor
agreed to lease certain Equipment to the Lessee. Simultaneously with the
execution of
_____________
HANOVER COMPRESSION LIMITED PARTNERSHIP, – Name:
Title:
{PAGE}
LESSEE'S AND GUARANTOR'S CONSENT
As of this 31st day of August, 2001, HANOVER COMPRESSOR
COMPANY, a Delaware corporation, HANOVER COMPRESSION LIMITED PARTNERSHIP, a
Delaware limited partnership ("Lessee"), and certain of their Subsidiaries
listed on the signature pages hereto (collectively the "Guarantors",
individually a "Guarantor"),
_____________
HANOVER COMPRESSION LIMITED PARTNERSHIP, – IN WITNESS WHEREOF, the Lessee and the Guarantors have caused
this Consent to be duly executed as of the date first written above.
HANOVER COMPRESSION LIMITED PARTNERSHIP,
as Lessee
By:
--------------------------------------
Name:
Title:
HANOVER COMPRESSOR COMPANY, as a
Guarantor
By:
--------------------------------------
Name:
Title:
HANOVER APPLIED PROCESS SOLUTI |