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Subscribers | 2001 |
Exchange Agent Agreement [Form]
Exchange Agent Agreement [Form] (31K)
Doc #246892: Click preview link for longer preview.
Form of Exchange Agent Agreement
--------------------------------
Wilmington Trust FSB
1100 N. Market Street
Rodney Square North
Wilmington, Delaware 19890
Attention: Corporate Trust Administration
Re: Hanover Equipment Trust 2001A / 8.50% Senior Secured Notes due 2008
-------------------------------------------------------------------
Ladies and Gentlemen:
Hanover Equipment Trust 2001A, a Delaware business trust (the "Issuer"),
proposes to make an offer (the "Exchange Offer") to exchange an aggregate
principal amount of up to $300,000,000 of its outstanding 8.50% Senior Secured
Notes due 2008 (the "Old Notes"), for a like principal amount of the Issuer's
8.50% Senior Secured Notes due 2008, which have been registered under the
Securities Act of 1933, as amended (the "New Notes"). The New Notes are
guaranteed by Hanover Compressor Company, a Delaware corporation ("Hanover"),
and Hanover Compression Limited Partnership, a Delaware limited partnership
("HCLP"; we refer to HCLP and Hanover collectively as the "Guarantors"). The
terms and conditions of the Exchange Offer as currently contemplated are set
forth in a prospectus dated ___________, 2002 (the "Prospectus"), proposed to be
distributed to all record holders of the Old Notes as of __________, 2002. The
Old Notes and the New Notes are collectively referred to herein as the "Notes."
The Issuer hereby appoints Wilmington Trust FSB to act as exchange agent
(the "Exchange Agent") in connection with the Exchange Offer. References
hereinafter to "you" shall refer to Wilmington Trust FSB.
The Exchange Offer is expected to be commenced by the Issuer on or about
__________, 2002. The Letter of Transmittal accompanying the Prospectus or, in
the case of book-entry securities, the Automated Tender Offer Program of The
Depository Trust Company (the "Book-Entry Transfer Facility"), are to be used by
the holders of the Old Notes to accept the Exchange Offer, and the Letter of
Transmittal contains instructions with respect to the delivery of certificates
for Old Notes tendered.
The Exchange Offer shall expire at 5:00 P.M., New York City time, on
_________, 2002 or on such later date or time to which the Issuer may extend the
Exchange
{PAGE}
Offer (the "Expiration Date"). Subject to the terms and conditions set forth in
the Prospectus, the Issuer expressly reserves the right to extend the Exchange
Offer from time to time and may extend the Exchange Offer by giving oral
(promptly confirmed in writing) or written notice to you before 9:00 A.M., New
York City time, on the business day following the previously scheduled
Expiration Date.
The Issuer expressly reserves the right to amend or terminate the
Exchange Offer, and not to accept for exchange any Old Notes not theretofore
accepted for exchange. The Issuer will give oral (promptly confirmed in writing)
or written notice of any amendment, termination or nonacceptance to you as
promptly as practicable.
In carrying out your duties as Exchange Agent, you are to act in
accordance with the following instructions:
1. You will perform such duties and only such duties as are
specifically set forth in the section of the Prospectus entitled "The Exchange
Offer" and as specifically set forth herein and such duties which are
necessarily incidental thereto; provided, however, that in no way will your
-------- -------
general duty to act in good faith and without gross negligence or willful
misconduct be limited by the foregoing.
2. You will establish an account with respect to the Old Notes at
the Book-Entry Transfer Facility for purposes of the Exchange Offer within two
business days after the date of the Prospectus, or, if you already have
established an account with the Book-Entry Transfer Facility suitable for the
Exchange Offer, you will identify such pre-existing account to be used in the
Exchange Offer, and any financial institution that is a participant in the
Book-Entry Transfer Facility's systems may make book-entry delivery of the Old
Notes by causing the Book-Entry Transfer Facility to transfer such Old Notes
into your account in accordance with the Book-Entry Transfer Facility's
procedure for such transfer.
3. You are to examine each of the Letters of Transmittal and
certificates for Old Notes and each confirmation of book-entry transfer into
your account at the Book-Entry Transfer Facility and any other documents
delivered or mailed to you by or for holders of the Old Notes to ascertain
whether: (i) the Letters of Transmittal and any such other documents are duly
executed and properly completed in accordance with instructions set forth
therein and that such book-entry confirmations are in due and proper form and
contain the information required to be set forth therein and (ii) the Old Notes
have otherwise been properly tendered. In each case where the Letter of
Transmittal or any other document has been improperly completed or executed or
where such book-entry confirmations are not in due and proper form or omit
certain information, or where any of the certificates for Old Notes are not in
proper form for transfer or some other irregularity in connection with the
acceptance of the Exchange Offer exists, you will use commercially reasonable
and customary efforts to inform the presenters of the need (i) for fulfillment
of all requirements and (ii) to take any other action as may be necessary or
advisable to cause such irregularity to be corrected.
4. With the approval of the President and Chief Executive Officer,
the Executive Vice President, any Vice President or the Secretary of Hanover
(such approval, if given orally, to be promptly confirmed in writing) or any
other party designated by such officer
246892
|
Hanover
As referenced in this Exchange Agent Agreement [Form]:
Hanover Compression Limited Partnership, – Securities Act of 1933, as amended (the "New Notes"). The New Notes are
guaranteed by Hanover Compressor Company, a Delaware corporation ("Hanover"),
and Hanover Compression Limited Partnership, a Delaware limited partnership
("HCLP"; we refer to HCLP and Hanover collectively as the "Guarantors"). The
terms and conditions of the Exchange
_____________
Hanover Compression Limited Partnership
– 233 South Wacker Drive
Chicago, Illinois 60606
Attention: Richard S. Meller, Esq.
Telecopy No.: 312-993-9767
If to HCLP, to it at: Hanover Compression Limited Partnership
12001 North Houston Rosslyn
Houston, Texas 77806
Attention: Chief Financial Officer
Telecopy No.: 281-447-8781
8
{PAGE}
with a copy to:
_____________
HANOVER COMPRESSION LIMITED
PARTNERSHIP
– TRUST 2001A
By: Wilmington Trust Company, not
individually but solely as Trustee
By: ______________________________
Name:
Title:
HANOVER COMPRESSOR COMPANY
By: __________________________________
Name:
Title:
HANOVER COMPRESSION LIMITED
PARTNERSHIP
By: __________________________________
Name:
Title:
Accepted as of the date
first above written:
WILMINGTON TRUST FSB,
as Exchange Agent
By: ____________________________
Name:
Title:
_____________
dt 100580
;
HCC
As referenced in this Exchange Agent Agreement [Form]:
Hanover Compressor – Securities Act of 1933, as amended (the "New Notes"). The New Notes are
guaranteed by Hanover Compressor Company, a Delaware corporation ("Hanover"),
and Hanover Compression Limited Partnership, a Delaware limited partnership
("HCLP";
_____________
Hanover Compressor – Attention: Corporate Trust Administration
Telecopy No.: 302-651-8882
If to Hanover, to it at: Hanover Compressor Company
12001 North Houston Rosslyn
Houston, Texas 77806
Attention: Chief Financial Officer
Telecopy No.: 281-
_____________
HANOVER COMPRESSOR – 2001A
By: Wilmington Trust Company, not
individually but solely as Trustee
By: ______________________________
Name:
Title:
HANOVER COMPRESSOR COMPANY
By: __________________________________
Name:
Title:
HANOVER COMPRESSION LIMITED
PARTNERSHIP
By: __________________________________
Name:
Title:
Accepted as
_____________
dt 75019
;
 Wilmington Trust
As referenced in this Exchange Agent Agreement [Form]:
Wilmington Trust Co – it, at its address or
telecopy number set forth below:
If to the Issuer, to it at: Hanover Equipment Trust 2001A
c/o Wilmington Trust Co mpany
1100 North Market Street
Wilmington, Delaware 19890
Attention: Corporate Trust Administration
Telecopy No.: 302-651-8882
If to Hanover, to it at:
_____________
Wilmington Trust Co – acknowledge receipt of this Agreement and confirm the
arrangements herein provided by signing and returning the enclosed copy.
HANOVER EQUIPMENT TRUST 2001A
By: Wilmington Trust Co mpany, not
individually but solely as Trustee
By: ______________________________
Name:
Title:
HANOVER COMPRESSOR COMPANY
By: __________________________________
Name:
Title:
HANOVER COMPRESSION LIMITED
PARTNERSHIP
By:
_____________
dt 99891
;
|
 Latham & Watkins
As referenced in this Exchange Agent Agreement [Form]:
Latham &
Watkins – transmission or telephone, and
promptly thereafter confirm in writing to, Bradley C. Faris, Esq. of Latham &
Watkins , 233 South Wacker Drive, Suite 5800, Chicago, IL 60606, (312) 876-6514
(phone), (312)
_____________
Latham & Watkins – Texas 77806
Attention: Chief Financial Officer
Telecopy No.: 281-447-8781
with a copy to: Latham & Watkins
Sears Tower, Suite 5800
233 South Wacker Drive
Chicago, Illinois 60606
Attention: Richard S.
_____________
Latham & Watkins – Attention: Chief Financial Officer
Telecopy No.: 281-447-8781
8
{PAGE}
with a copy to: Latham & Watkins
Sears Tower, Suite 5800
233 South Wacker Drive
Chicago, Illinois 60606
Attention: Richard S.
_____________
dt 73533
;
Wilmington Trust FSB;
Hanover Equipment Trust 2001A
|
| Preview
Subscribers | 2001 |
Exchange Agent Agreement [Form]
Exchange Agent Agreement [Form] (31K)
Doc #349941: Click preview link for longer preview.
__________, 2002
Form of Exchange Agent Agreement
--------------------------------
Wilmington Trust FSB
1100 N. Market Street
Rodney Square North
Wilmington, Delaware 19890
Attention: Corporate Trust Administration
Re: Hanover Equipment Trust 2001A / 8.50% Senior Secured Notes due 2008
-------------------------------------------------------------------
Ladies and Gentlemen:
Hanover Equipment Trust 2001A, a Delaware business trust (the "Issuer"),
proposes to make an offer (the "Exchange Offer") to exchange an aggregate
principal amount of up to $300,000,000 of its outstanding 8.50% Senior Secured
Notes due 2008 (the "Old Notes"), for a like principal amount of the Issuer's
8.50% Senior Secured Notes due 2008, which have been registered under the
Securities Act of 1933, as amended (the "New Notes"). The New Notes are
guaranteed by Hanover Compressor Company, a Delaware corporation ("Hanover"),
and Hanover Compression Limited Partnership, a Delaware limited partnership
("HCLP"; we refer to HCLP and Hanover collectively as the "Guarantors"). The
terms and conditions of the Exchange Offer as currently contemplated are set
forth in a prospectus dated ___________, 2002 (the "Prospectus"), proposed to be
distributed to all record holders of the Old Notes as of __________, 2002. The
Old Notes and the New Notes are collectively referred to herein as the "Notes."
The Issuer hereby appoints Wilmington Trust FSB to act as exchange agent
(the "Exchange Agent") in connection with the Exchange Offer. References
hereinafter to "you" shall refer to Wilmington Trust FSB.
The Exchange Offer is expected to be commenced by the Issuer on or about
__________, 2002. The Letter of Transmittal accompanying the Prospectus or, in
the case of book-entry securities, the Automated Tender Offer Program of The
Depository Trust Company (the "Book-Entry Transfer Facility"), are to be used by
the holders of the Old Notes to accept the Exchange Offer, and the Letter of
Transmittal contains instructions with respect to the delivery of certificates
for Old Notes tendered.
The Exchange Offer shall expire at 5:00 P.M., New York City time, on
_________, 2002 or on such later date or time to which the Issuer may extend the
Exchange
{PAGE}
Offer (the "Expiration Date"). Subject to the terms and conditions set forth in
the Prospectus, the Issuer expressly reserves the right to extend the Exchange
Offer from time to time and may extend the Exchange Offer by giving oral
(promptly confirmed in writing) or written notice to you before 9:00 A.M., New
York City time, on the business day following the previously scheduled
Expiration Date.
The Issuer expressly reserves the right to amend or terminate the
Exchange Offer, and not to accept for exchange any Old Notes not theretofore
accepted for exchange. The Issuer will give oral (promptly confirmed in writing)
or written notice of any amendment, termination or nonacceptance to you as
promptly as practicable.
In carrying out your duties as Exchange Agent, you are to act in
accordance with the following instructions:
1. You will perform such duties and only such duties as are
specifically set forth in the section of the Prospectus entitled "The Exchange
Offer" and as specifically set forth herein and such duties which are
necessarily incidental thereto; provided, however, that in no way will your
-------- -------
general duty to act in good faith and without gross negligence or willful
misconduct be limited by the foregoing.
2. You will establish an account with respect to the Old Notes at
the Book-Entry Transfer Facility for purposes of the Exchange Offer within two
business days after the date of the Prospectus, or, if you already have
established an account with the Book-Entry Transfer Facility suitable for the
Exchange Offer, you will identify such pre-existing account to be used in the
Exchange Offer, and any financial institution that is a participant in the
Book-Entry Transfer Facility's systems may make book-entry delivery of the Old
Notes by causing the Book-Entry Transfer Facility to transfer such Old Notes
into your account in accordance with the Book-Entry Transfer Facility's
procedure for such transfer.
3. You are to examine each of the Letters of Transmittal and
certificates for Old Notes and each confirmation of book-entry transfer into
your account at the Book-Entry Transfer Facility and any other documents
delivered or mailed to you by or for holders of the Old Notes to ascertain
whether: (i) the Letters of Transmittal and any such other documents are duly
executed and properly completed in accordance with instructions set forth
therein and that such book-entry confirmations are in due and proper form and
contain the information required to be set forth therein and (ii) the Old Notes
have otherwise been properly tendered. In each case where the Letter of
Transmittal or any other document has been improperly completed or executed or
where such book-entry confirmations are not in due and proper form or omit
certain information, or where any of the certificates for Old Notes are not in
proper form for transfer or some other irregularity in connection with the
acceptance of the Exchange Offer exists, you will use commercially reasonable
and customary efforts to inform the presenters of the need (i) for fulfillment
of all requirements and (ii) to take any other action as may be necessary or
349941
|
Hanover
As referenced in this Exchange Agent Agreement [Form]:
Hanover Compression Limited – 2008, which have been registered under the
Securities Act of 1933, as amended (the "New Notes"). The New Notes are
guaranteed by Hanover Compressor Company, a Delaware corporation ("Hanover"),
and Hanover Compression Limited Partnership, a Delaware limited partnership
("HCLP"; we refer to HCLP and Hanover collectively as the "Guarantors"). The
terms and conditions of the Exchange Offer as currently contemplated are set
forth
_____________
Hanover Compression Limited – to: Latham & Watkins
Sears Tower, Suite 5800
233 South Wacker Drive
Chicago, Illinois 60606
Attention: Richard S. Meller, Esq.
Telecopy No.: 312-993-9767
If to HCLP, to it at: Hanover Compression Limited Partnership
12001 North Houston Rosslyn
Houston, Texas 77806
Attention: Chief Financial Officer
Telecopy No.: 281-447-8781
8
{PAGE}
with a copy to: Latham & Watkins
Sears Tower, Suite 5800
233
_____________
HANOVER COMPRESSION LIMITED
– and returning the enclosed copy.
HANOVER EQUIPMENT TRUST 2001A
By: Wilmington Trust Company, not
individually but solely as Trustee
By: ______________________________
Name:
Title:
HANOVER COMPRESSOR COMPANY
By: __________________________________
Name:
Title:
HANOVER COMPRESSION LIMITED
PARTNERSHIP
By: __________________________________
Name:
Title:
Accepted as of the date
first above written:
WILMINGTON TRUST FSB,
as Exchange Agent
By: ____________________________
Name:
Title:
10
{/TEXT}
{/DOCUMENT}
_____________
dt 1540430
;
|
Latham & Watkins
As referenced in this Exchange Agent Agreement [Form]:
Latham &
Watkins – Attention:
Secretary.
18. You shall advise by facsimile transmission or telephone, and
promptly thereafter confirm in writing to, Bradley C. Faris, Esq. of Latham &
Watkins , 233 South Wacker Drive, Suite 5800, Chicago, IL 60606, (312) 876-6514
(phone), (312) 993-9767 (fax), and such other person or
_____________
Latham & Watkins – Hanover Compressor Company
12001 North Houston Rosslyn
Houston, Texas 77806
Attention: Chief Financial Officer
Telecopy No.: 281-447-8781
with a copy to: Latham & Watkins
Sears Tower, Suite 5800
233 South Wacker Drive
Chicago, Illinois 60606
Attention: Richard S. Meller, Esq.
Telecopy No.: 312-993-9767
If
_____________
Latham & Watkins – Partnership
12001 North Houston Rosslyn
Houston, Texas 77806
Attention: Chief Financial Officer
Telecopy No.: 281-447-8781
8
{PAGE}
with a copy to: Latham & Watkins
Sears Tower, Suite 5800
233 South Wacker Drive
Chicago, Illinois 60606
Attention: Richard S. Meller, Esq.
Telecopy No.: 312-993-9767
If
_____________
dt 722993
|