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 | 2001 |
Certificate of Limited Partnership
Certificate of Limited Partnership (1K)
Doc #246878: Click preview link for longer preview.
{DOCUMENT}
{TYPE}EX-3.3
{SEQUENCE}5
{FILENAME}dex33.txt
{DESCRIPTION}CERTIFICATE OF LIMITED PARTNERSHIP
{TEXT}
{PAGE}
EXHIBIT 3.3
CERTIFICATE OF LIMITED PARTNERSHIP
OF
HANOVER COMPRESSION LIMITED PARTNERSHIP
FIRST: The name of the limited partnership is Hanover Compression Limited
Partnership.
SECOND: The address of its registered office in the State of Delaware is
1209 Orange Street in the City of Wilmington, County of New Castle. The name of
its registered agent at such address is The Corporation Trust Company.
THIRD: The name and mailing address of the sole general partner of the
limited partnership is:
Hanover LLC 3, LLC
300 Delaware Avenue, Suite 900
Wilmington, DE 19805
Dated: December 7, 2000.
HANOVER LLC 3, LLC,
as sole general partner
By: /s/ William S. Goldberg
-------------------------------
William S. Goldberg
President
{/TEXT}
{/DOCUMENT}
246878
|
Hanover
As referenced in this Certificate of Limited Partnership:
HANOVER COMPRESSION LIMITED PARTNERSHIP
– EX-3.3
{SEQUENCE}5
{FILENAME}dex33.txt
{DESCRIPTION}CERTIFICATE OF LIMITED PARTNERSHIP
{TEXT}
{PAGE}
EXHIBIT 3.3
CERTIFICATE OF LIMITED PARTNERSHIP
OF
HANOVER COMPRESSION LIMITED PARTNERSHIP
FIRST: The name of the limited partnership is Hanover Compression Limited
Partnership.
SECOND: The address of its registered office in the State
_____________
Hanover Compression Limited
Partnership. – PARTNERSHIP
{TEXT}
{PAGE}
EXHIBIT 3.3
CERTIFICATE OF LIMITED PARTNERSHIP
OF
HANOVER COMPRESSION LIMITED PARTNERSHIP
FIRST: The name of the limited partnership is Hanover Compression Limited
Partnership.
SECOND: The address of its registered office in the State of Delaware is
1209 Orange Street in the City of Wilmington, County
_____________
dt 100573
;
| Hanover LLC 3, LLC
|
| Preview
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| 2001 |
Limited Partnership Agreement
Limited Partnership Agreement (63K)
Doc #246881: Click preview link for longer preview.
LIMITED PARTNERSHIP AGREEMENT
OF
HANOVER COMPRESSION LIMITED PARTNERSHIP
This Limited Partnership Agreement of Hanover Compression L.P. is made and
entered into to be effective as of the 8th day of December, 2000, by and among
Hanover LLC 3, LLC, a Delaware limited liability company, as general partner,
and Hanover Compression Limited Holdings, LLC, a Delaware limited liability
company, as limited partner. All capitalized terms used herein shall have the
meaning set forth in Section 1.08 hereof and Exhibit A hereto unless the context
------------ ---------
clearly indicates otherwise.
WITNESSETH:
For and in consideration of the mutual covenants set forth herein and for
other good and valuable consideration, the adequacy, receipt and sufficiency of
which are hereby acknowledged, the Partners hereby agree as follows:
ARTICLE I.
ORGANIZATION AND PURPOSE
------------------------
Section 1.01 Formation of Limited Partnership. The Partners hereby agree
--------------------------------
to form a limited partnership pursuant to the Act.
Section 1.02 Name. The name of the Partnership shall be Hanover
----
Compression Limited Partnership or such other name as shall be selected by the
General Partner. All business and affairs of the Partnership shall be conducted
solely under, and all Partnership Assets shall be held solely in, such name
unless otherwise determined by the General Partner.
Section 1.03 Effective Date and Term. The Partnership shall be in effect
-----------------------
for a term beginning on the Effective Date and shall continue under this
Agreement (as amended from time to time) until dissolved upon the occurrence of
an event that causes the dissolution of the Partnership in accordance with the
provisions of this Agreement, and thereafter to the extent provided by
applicable law, until wound up and terminated as provided herein.
Section 1.04 Business and Purpose. The business and purpose of the
--------------------
Partnership is to engage in any and all business activities that may be lawfully
conducted under the Act.
Section 1.05 Documents. The Partners hereby ratify and approve the actions
---------
of the General Partner in executing the Certificate in accordance with the Act
and causing the same to be filed in the office of the Secretary of State of the
State of Delaware on December __, 2000.
Section 1.06 Principal Place of Business. The principal place of business
---------------------------
of the Partnership shall be 12001 North Houston Rosslyn, Houston, Texas, 77806
or at such other place or places as the General Partner may designate from time
to time. The General Partner shall be
{PAGE}
responsible for maintaining at the Partnership's principal place of business
those records required by the Act to be maintained there.
Section 1.07 Registered Agent and Office. The registered agent for service
---------------------------
of process on the Partnership in the State of Delaware or any other jurisdiction
shall be The Corporation Trust Company or such other Person or Persons as the
General Partner may designate from time to time. The registered office of the
Partnership in the State of Delaware shall be at 1209 Orange Street, Wilmington,
Delaware 19801 or such other place as the General Partner may designate from
time to time.
Section 1.08 Certain Definitions. As used in this Agreement, the following
-------------------
terms shall have the meanings specified as follows:
"Act" shall mean the Delaware Revised Uniform Limited Partnership Act, Del.
Code Ann., (S)(S)17-101, et seq., or, from and after the date any successor
statute becomes, by its terms, applicable to the Partnership, such successor
statute, in each case as amended at such time by amendments that are, at that
time, applicable to the Partnership. All references to sections of the Act
include any corresponding provision or provisions of any such successor statute.
"Affiliate" shall mean, with respect to any specified Person, (i) any
Person that directly or indirectly, through one or more intermediaries,
controls, is controlled by, or is under common control with the specified Person
or (ii) any Person that is an officer or director of, partner in, or trustee of,
or serves in a similar capacity with respect to, the specified Person or of
which the specified Person is an officer, director, partner or trustee, or with
respect to which the specified Person serves in a similar capacity. As used in
this definition of "Affiliate", the terms "controls", "controlled by" and "under
common control with" shall mean the possession, directly or indirectly, of the
power to direct or cause the direction of the management and policies of a
Person, whether through the ownership of voting securities, by contract or
otherwise.
"Agreement" shall mean this Limited Partnership Agreement, as from time to
time amended, supplemented or restated.
"Capital Contributions" shall mean, with respect to any Partner, such
Partner's total contributions to the capital of the Partnership pursuant to this
Agreement.
"Certificate" shall mean the Partnership's Certificate of Limited
Partnership, as such Certificate may from time to time be amended or restated.
"Corporation Election" shall have the meaning set forth in Section 4.01
hereof.
"Covered Person" shall have the meaning set forth in Article VII hereof.
-----------
"Effective Date" shall mean the date set forth in the opening paragraph of
this Agreement.
"Entity" shall mean any corporation, general partnership, limited
partnership, limited liability company, joint venture, trust, business trust,
cooperative, association or other entity.
246881
|
Hanover
As referenced in this Limited Partnership Agreement:
HANOVER COMPRESSION LIMITED PARTNERSHIP
– DOCUMENT}
{TYPE}EX-3.6
{SEQUENCE}8
{FILENAME}dex36.txt
{DESCRIPTION}LIMITED PARTNERSHIP AGREEMENT
{TEXT}
{PAGE}
EXHIBIT 3.6
LIMITED PARTNERSHIP AGREEMENT
OF
HANOVER COMPRESSION LIMITED PARTNERSHIP
This Limited Partnership Agreement of Hanover Compression L.P. is made and
entered into to be effective as of the 8th day
_____________
Hanover
----
Compression Limited Partnership – Partners hereby agree
--------------------------------
to form a limited partnership pursuant to the Act.
Section 1.02 Name. The name of the Partnership shall be Hanover
----
Compression Limited Partnership or such other name as shall be selected by the
General Partner. All business and affairs of the Partnership shall be conducted
solely
_____________
Hanover Compression Limited Partnership, – Partner" and "Partners" shall mean, as the context requires, each or all
of the General Partner and the Limited Partners.
"Partnership" shall mean Hanover Compression Limited Partnership, a
Delaware limited partnership, and its successors.
"Partnership Assets" shall mean all assets, whether tangible or intangible
and whether real, personal or
_____________
HANOVER COMPRESSION LIMITED PARTNERSHIP
– a Delaware
limited liability company
By: _______________________________________
William C. Bryant
Vice President
S-1
{PAGE}
SCHEDULE A
TO THE
LIMITED PARTNERSHIP AGREEMENT
OF
HANOVER COMPRESSION LIMITED PARTNERSHIP
{TABLE}
{CAPTION}
------------------------------------------------------------------------------------------------------------------
General Partner Percentage Interest Initial Capital
Contributions
------------------------------------------------------------------------------------------------------------------
{S} {C} {C}
Hanover LLC 3, LLC 1.0% $ 10
------------------------------------------------------------------------------------------------------------------
------------------------------------------------------------------------------------------------------------------
Limited Partner
------------------------------------------------------------------------------------------------------------------
Hanover
_____________
HANOVER COMPRESSION, LIMITED PARTNERSHIP
– LLC 1.0% $ 10
------------------------------------------------------------------------------------------------------------------
------------------------------------------------------------------------------------------------------------------
Limited Partner
------------------------------------------------------------------------------------------------------------------
Hanover Compression Limited Holdings 99.0% $990
------------------------------------------------------------------------------------------------------------------
{/TABLE}
{PAGE}
EXHIBIT A
TO THE
LIMITED PARTNERSHIP AGREEMENT
OF
HANOVER COMPRESSION, LIMITED PARTNERSHIP
CAPITAL ACCOUNTS; ALLOCATIONS OF PROFITS AND LOSSES;
----------------------------------------------------
TAX AND ACCOUNTING MATTERS; CERTAIN OTHER PROVISIONS
----------------------------------------------------
ARTICLE I
---------
CAPITAL ACCOUNTS
Section 1.1 Definitions.
_____________
dt 100576
;
| |
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Exchange and Registration Rights Agreement
Exchange and Registration Rights Agreement (73K)
Doc #246883: Click preview link for longer preview.
HANOVER EQUIPMENT TRUST 2001A
$300,000,000
8.50% Senior Secured Securities Due 2008
EXCHANGE AND REGISTRATION RIGHTS AGREEMENT
------------------------------------------
August 30, 2001
Goldman, Sachs & Co.
As representative of the several Purchasers
Named in Schedule I hereto
85 Broad Street
New York, New York 10004
Ladies and Gentlemen:
Hanover Equipment Issuer 2001A, a special purpose Delaware business
trust (the "Issuer"), proposes to issue and sell to Goldman, Sachs & Co., J.P.
------
Morgan Securities Inc., Salomon Smith Barney Inc. and Credit Suisse First Boston
Corporation (the "Purchasers"), upon the terms and subject to the conditions set
----------
forth in a purchase agreement dated August 16, 2001 (the "Purchase Agreement"),
------------------
$300,000,000 million aggregate principal amount of its 8.50% Senior Secured
Securities Due 2008 (the "Securities") to be jointly and severally guaranteed on
----------
a senior subordinated basis by Hanover Compressor Company, a Delaware
corporation ("Hanover") and the subsidiaries of Hanover listed on Schedule I
hereto (Hanover and such subsidiaries collectively, the "Guarantors").
----------
Capitalized terms used but not defined herein shall have the meanings given to
such terms in the Purchase Agreement.
As an inducement to the Purchasers to enter into the Purchase Agreement
and in satisfaction of a condition to the obligations of the Purchasers
thereunder, the Issuer and the Guarantors agree with the Purchasers, for the
benefit of the holders (including the Purchasers) of the Securities and the
Exchange Securities (as defined herein) (collectively, the "Holders"), as
-------
follows:
1. Registered Exchange Offer. The Issuer shall (i) prepare and, not
-------------------------
later than 120 days following the date of original issuance of the Securities
(the "Issue Date"), file with the Commission a registration statement (the
----------
"Exchange Offer Registration Statement") on an appropriate form under the
-------------------------------------
Securities Act with respect to a proposed offer to the Holders of the Securities
(the "Registered Exchange Offer") to issue and deliver to such Holders, in
-------------------------
exchange for the Securities, a like aggregate principal amount of debt
securities of the Issuer (the "Exchange Securities") that are identical in all
-------------------
material respects to the Securities, except for the
{PAGE}
2
transfer restrictions relating to the Securities, (ii) use its reasonable
best efforts to cause the Exchange Offer Registration Statement to become
effective under the Securities Act no later than 150 days after the Issue Date
and the Registered Exchange Offer to be consummated no later than 180 days after
the Issue Date and (iii) keep the Exchange Offer Registration Statement
effective for not less than 20 business days (or longer, if required by
applicable law) after the date on which notice of the Registered Exchange Offer
is mailed to the Holders (such period being called the "Exchange Offer
--------------
Registration Period"). The Exchange Securities will be issued under the
-------------------
Indenture or an indenture (the "Exchange Securities Indenture") among the
-----------------------------
Issuer, the Guarantors and the Trustee or such other bank or trust company that
is reasonably satisfactory to the Purchasers, as trustee (the "Exchange
--------
Securities Trustee"), such indenture to be identical in all material respects to
------------------
the Indenture, except for the transfer restrictions relating to the Securities
(as described above).
Upon the effectiveness of the Exchange Offer Registration
Statement, the Issuer shall promptly commence the Registered Exchange Offer, it
being the objective of such Registered Exchange Offer to enable each Holder
electing to exchange Securities for Exchange Securities (assuming that such
Holder (a) is not an affiliate of the Issuer or an Exchanging Dealer (as defined
herein) not complying with the requirements of the next sentence, (b) is not a
Purchaser holding Securities that have, or that are reasonable likely to have,
the status of an unsold allotment in an initial distribution, (c) acquires the
Exchange Securities in the ordinary course of such Holder's business and (d) has
no arrangements or understandings with any person to participate in the
distribution of the Exchange Securities) and to trade such Exchange Securities
from and after their receipt without any limitations or restrictions under the
Securities Act and without material restrictions under the securities laws of
the several states of the United States. The Issuer, the Guarantors, the
Purchasers and each Exchanging Dealer acknowledge that, pursuant to current
interpretations by the Commission's staff of Section 5 of the Securities Act,
each Holder that is a broker-dealer electing to exchange Securities, acquired
for its own account as a result of market-making activities or other trading
activities, for Exchange Securities (an "Exchanging Dealer"), is required to
-----------------
deliver a prospectus containing substantially the information set forth in Annex
A hereto on the cover, in Annex B hereto in the "Exchange Offer Procedures"
section and the "Purpose of the Exchange Offer" section and in Annex C hereto in
the "Plan of Distribution" section of such prospectus in connection with a sale
of any such Exchange Securities received by such Exchanging Dealer pursuant to
the Registered Exchange Offer.
In connection with the Registered Exchange Offer, the Issuer
shall:
(a) mail to each Holder a copy of the prospectus forming part
of the Exchange Offer Registration Statement, together with an
appropriate letter of transmittal and related documents;
(b) keep the Registered Exchange Offer open for not less than
20 business days (or longer, if required by applicable law) after the
date on which notice of the Registered Exchange Offer is mailed to the
Holders;
246883
|
Hanover
As referenced in this Exchange and Registration Rights Agreement:
HANOVER COMPRESSION LIMITED PARTNERSHIP
– 2001A
By: WILMINGTON TRUST COMPANY, not
individually but solely as trustee
of the Issuer
By__________________________________
Name:
Title:
HANOVER COMPRESSOR COMPANY
By__________________________________
Name:
Title:
HANOVER COMPRESSION LIMITED PARTNERSHIP
By__________________________________
Name:
Title:
HANOVER COMPRESSOR LIMITED HOLDINGS, LLC
By__________________________________
Name:
Title:
{PAGE}
19
HANOVER LAND LIMITED PARTNERSHIP
By__________________________________
Name:
Title:
HANOVER/SMITH
_____________
Hanover Compression Limited Partnership
– SALOMON SMITH BARNEY INC.
CREDIT SUISSE FIRST BOSTON CORPORATION
By: Goldman, Sachs & Co.
By__________________________________
Authorized Signatory
{PAGE}
SCHEDULE I
GUARANTORS
Hanover Compressor Company
Hanover Compression Limited Partnership
Hanover Compressor Limited Holdings, LLC
Hanover Land Limited Partnership
Hanover/Smith Limited Partnership
Hanover Maintech Limited Partnership
Hanover Acquisition Limited Partnership
Eureka
_____________
dt 100578
;
Applied Process
As referenced in this Exchange and Registration Rights Agreement:
APPLIED PROCESS SOLUTIONS, – MAINTECH LIMITED PARTNERSHIP
By__________________________________
Name:
Title:
HANOVER ACQUISITION LIMITED PARTNERSHIP
By__________________________________
Name:
Title:
EUREKA ENERGY LIMITED PARTNERSHIP
By__________________________________
Name:
Title:
{PAGE}
20
HANOVER APPLIED PROCESS SOLUTIONS, INC.
By__________________________________
Name:
Title:
HANOVER OEC COMPRESSION CORPORATION
By__________________________________
Name:
Title:
Accepted:
GOLDMAN, SACHS & CO.
J.P. MORGAN SECURITIES INC.
SALOMON SMITH
_____________
Applied Process Solutions, – Holdings, LLC
Hanover Land Limited Partnership
Hanover/Smith Limited Partnership
Hanover Maintech Limited Partnership
Hanover Acquisition Limited Partnership
Eureka Energy Limited Partnership
Hanover Applied Process Solutions, Inc.
Hanover OEC Compression Corporation
{PAGE}
ANNEX A
Each broker-dealer that receives Exchange Securities for its own account
pursuant to the
_____________
dt 101481
;
HCC
As referenced in this Exchange and Registration Rights Agreement:
Hanover Compressor – 2008 (the "Securities") to be jointly and severally guaranteed on
----------
a senior subordinated basis by Hanover Compressor Company, a Delaware
corporation ("Hanover") and the subsidiaries of Hanover listed on Schedule I
hereto (
_____________
Hanover Compressor – person other than that
certain Registration Rights Agreement dated December 15, 1999 by and among
Hanover Compressor Capital Trust (the "Trust"), Hanover Compressor Company and
the other parties named therein relating to
_____________
Hanover Compressor – Rights Agreement dated December 15, 1999 by and among
Hanover Compressor Capital Trust (the "Trust"), Hanover Compressor Company and
the other parties named therein relating to the Trust's 7.25% Convertible
_____________
HANOVER COMPRESSOR – WILMINGTON TRUST COMPANY, not
individually but solely as trustee
of the Issuer
By__________________________________
Name:
Title:
HANOVER COMPRESSOR COMPANY
By__________________________________
Name:
Title:
HANOVER COMPRESSION LIMITED PARTNERSHIP
By__________________________________
Name:
Title:
HANOVER COMPRESSOR LIMITED HOLDINGS,
_____________
HANOVER COMPRESSOR – Name:
Title:
HANOVER COMPRESSOR COMPANY
By__________________________________
Name:
Title:
HANOVER COMPRESSION LIMITED PARTNERSHIP
By__________________________________
Name:
Title:
HANOVER COMPRESSOR LIMITED HOLDINGS, LLC
By__________________________________
Name:
Title:
{PAGE}
19
HANOVER LAND LIMITED PARTNERSHIP
By__________________________________
Name:
Title:
_____________
dt 75011
;
|
 Goldman, Sachs
As referenced in this Exchange and Registration Rights Agreement:
Goldman, Sachs – 8.50% Senior Secured Securities Due 2008
EXCHANGE AND REGISTRATION RIGHTS AGREEMENT
------------------------------------------
August 30, 2001
Goldman, Sachs & Co.
As representative of the several Purchasers
Named in Schedule I hereto
85 Broad
_____________
Goldman, Sachs – 2001A, a special purpose Delaware business
trust (the "Issuer"), proposes to issue and sell to Goldman, Sachs & Co., J.P.
------
Morgan Securities Inc., Salomon Smith Barney Inc. and Credit Suisse First
_____________
Goldman, Sachs – Holder maintained by the Registrar under the Indenture, with a copy in
like manner to Goldman, Sachs & Co., J.P. Morgan Securities Inc., Salomon
Smith Barney Inc. and Credit Suisse First
_____________
GOLDMAN, SACHS – APPLIED PROCESS SOLUTIONS, INC.
By__________________________________
Name:
Title:
HANOVER OEC COMPRESSION CORPORATION
By__________________________________
Name:
Title:
Accepted:
GOLDMAN, SACHS & CO.
J.P. MORGAN SECURITIES INC.
SALOMON SMITH BARNEY INC.
CREDIT SUISSE FIRST BOSTON
_____________
Goldman, Sachs – J.P. MORGAN SECURITIES INC.
SALOMON SMITH BARNEY INC.
CREDIT SUISSE FIRST BOSTON CORPORATION
By: Goldman, Sachs & Co.
By__________________________________
Authorized Signatory
{PAGE}
SCHEDULE I
GUARANTORS
Hanover Compressor Company
Hanover Compression Limited
_____________
dt 73448
;
More... |
| Preview
Full Doc
| 2001 |
Exchange and Registration Rights Agreement
Exchange and Registration Rights Agreement (73K)
Doc #349932: Click preview link for longer preview.
HANOVER EQUIPMENT TRUST 2001A
$300,000,000
8.50% Senior Secured Securities Due 2008
EXCHANGE AND REGISTRATION RIGHTS AGREEMENT
------------------------------------------
August 30, 2001
Goldman, Sachs & Co.
As representative of the several Purchasers
Named in Schedule I hereto
85 Broad Street
New York, New York 10004
Ladies and Gentlemen:
Hanover Equipment Issuer 2001A, a special purpose Delaware business
trust (the "Issuer"), proposes to issue and sell to Goldman, Sachs & Co., J.P.
------
Morgan Securities Inc., Salomon Smith Barney Inc. and Credit Suisse First Boston
Corporation (the "Purchasers"), upon the terms and subject to the conditions set
----------
forth in a purchase agreement dated August 16, 2001 (the "Purchase Agreement"),
------------------
$300,000,000 million aggregate principal amount of its 8.50% Senior Secured
Securities Due 2008 (the "Securities") to be jointly and severally guaranteed on
----------
a senior subordinated basis by Hanover Compressor Company, a Delaware
corporation ("Hanover") and the subsidiaries of Hanover listed on Schedule I
hereto (Hanover and such subsidiaries collectively, the "Guarantors").
----------
Capitalized terms used but not defined herein shall have the meanings given to
such terms in the Purchase Agreement.
As an inducement to the Purchasers to enter into the Purchase Agreement
and in satisfaction of a condition to the obligations of the Purchasers
thereunder, the Issuer and the Guarantors agree with the Purchasers, for the
benefit of the holders (including the Purchasers) of the Securities and the
Exchange Securities (as defined herein) (collectively, the "Holders"), as
-------
follows:
1. Registered Exchange Offer. The Issuer shall (i) prepare and, not
-------------------------
later than 120 days following the date of original issuance of the Securities
(the "Issue Date"), file with the Commission a registration statement (the
----------
"Exchange Offer Registration Statement") on an appropriate form under the
-------------------------------------
Securities Act with respect to a proposed offer to the Holders of the Securities
(the "Registered Exchange Offer") to issue and deliver to such Holders, in
-------------------------
exchange for the Securities, a like aggregate principal amount of debt
securities of the Issuer (the "Exchange Securities") that are identical in all
-------------------
material respects to the Securities, except for the
{PAGE}
2
transfer restrictions relating to the Securities, (ii) use its reasonable
best efforts to cause the Exchange Offer Registration Statement to become
effective under the Securities Act no later than 150 days after the Issue Date
and the Registered Exchange Offer to be consummated no later than 180 days after
the Issue Date and (iii) keep the Exchange Offer Registration Statement
effective for not less than 20 business days (or longer, if required by
applicable law) after the date on which notice of the Registered Exchange Offer
is mailed to the Holders (such period being called the "Exchange Offer
--------------
Registration Period"). The Exchange Securities will be issued under the
-------------------
Indenture or an indenture (the "Exchange Securities Indenture") among the
-----------------------------
Issuer, the Guarantors and the Trustee or such other bank or trust company that
is reasonably satisfactory to the Purchasers, as trustee (the "Exchange
--------
Securities Trustee"), such indenture to be identical in all material respects to
------------------
the Indenture, except for the transfer restrictions relating to the Securities
(as described above).
Upon the effectiveness of the Exchange Offer Registration
Statement, the Issuer shall promptly commence the Registered Exchange Offer, it
being the objective of such Registered Exchange Offer to enable each Holder
electing to exchange Securities for Exchange Securities (assuming that such
Holder (a) is not an affiliate of the Issuer or an Exchanging Dealer (as defined
herein) not complying with the requirements of the next sentence, (b) is not a
Purchaser holding Securities that have, or that are reasonable likely to have,
the status of an unsold allotment in an initial distribution, (c) acquires the
Exchange Securities in the ordinary course of such Holder's business and (d) has
no arrangements or understandings with any person to participate in the
distribution of the Exchange Securities) and to trade such Exchange Securities
from and after their receipt without any limitations or restrictions under the
Securities Act and without material restrictions under the securities laws of
the several states of the United States. The Issuer, the Guarantors, the
Purchasers and each Exchanging Dealer acknowledge that, pursuant to current
interpretations by the Commission's staff of Section 5 of the Securities Act,
each Holder that is a broker-dealer electing to exchange Securities, acquired
for its own account as a result of market-making activities or other trading
activities, for Exchange Securities (an "Exchanging Dealer"), is required to
-----------------
deliver a prospectus containing substantially the information set forth in Annex
A hereto on the cover, in Annex B hereto in the "Exchange Offer Procedures"
section and the "Purpose of the Exchange Offer" section and in Annex C hereto in
the "Plan of Distribution" section of such prospectus in connection with a sale
of any such Exchange Securities received by such Exchanging Dealer pursuant to
the Registered Exchange Offer.
In connection with the Registered Exchange Offer, the Issuer
shall:
(a) mail to each Holder a copy of the prospectus forming part
of the Exchange Offer Registration Statement, together with an
appropriate letter of transmittal and related documents;
(b) keep the Registered Exchange Offer open for not less than
20 business days (or longer, if required by applicable law) after the
date on which notice of the Registered Exchange Offer is mailed to the
Holders;
{PAGE}
3
(c) utilize the services of a depositary for the Registered
Exchange Offer with an address in the Borough of Manhattan, The City
of New York;
(d) permit Holders to withdraw tendered Securities at any time
prior to the close of business, New York City time, on the last
business day on which the Registered Exchange Offer shall remain open;
349932
|
Hanover
As referenced in this Exchange and Registration Rights Agreement:
HANOVER COMPRESSION LIMITED – Purchasers.
Very truly yours,
HANOVER EQUIPMENT TRUST 2001A
By: WILMINGTON TRUST COMPANY, not
individually but solely as trustee
of the Issuer
By__________________________________
Name:
Title:
HANOVER COMPRESSOR COMPANY
By__________________________________
Name:
Title:
HANOVER COMPRESSION LIMITED PARTNERSHIP
By__________________________________
Name:
Title:
HANOVER COMPRESSOR LIMITED HOLDINGS, LLC
By__________________________________
Name:
Title:
{PAGE}
19
HANOVER LAND LIMITED PARTNERSHIP
By__________________________________
Name:
Title:
HANOVER/SMITH LIMITED PARTNERSHIP
By__________________________________
Name:
Title:
HANOVER MAINTECH
_____________
Hanover Compression Limited – SACHS & CO.
J.P. MORGAN SECURITIES INC.
SALOMON SMITH BARNEY INC.
CREDIT SUISSE FIRST BOSTON CORPORATION
By: Goldman, Sachs & Co.
By__________________________________
Authorized Signatory
{PAGE}
SCHEDULE I
GUARANTORS
Hanover Compressor Company
Hanover Compression Limited Partnership
Hanover Compressor Limited Holdings, LLC
Hanover Land Limited Partnership
Hanover/Smith Limited Partnership
Hanover Maintech Limited Partnership
Hanover Acquisition Limited Partnership
Eureka Energy Limited Partnership
Hanover Applied Process Solutions,
_____________
dt 1540429
;
Applied Process
As referenced in this Exchange and Registration Rights Agreement:
APPLIED PROCESS SOLUTIONS, INC – SMITH LIMITED PARTNERSHIP
By__________________________________
Name:
Title:
HANOVER MAINTECH LIMITED PARTNERSHIP
By__________________________________
Name:
Title:
HANOVER ACQUISITION LIMITED PARTNERSHIP
By__________________________________
Name:
Title:
EUREKA ENERGY LIMITED PARTNERSHIP
By__________________________________
Name:
Title:
{PAGE}
20
HANOVER APPLIED PROCESS SOLUTIONS, INC .
By__________________________________
Name:
Title:
HANOVER OEC COMPRESSION CORPORATION
By__________________________________
Name:
Title:
Accepted:
GOLDMAN, SACHS & CO.
J.P. MORGAN SECURITIES INC.
SALOMON SMITH BARNEY INC.
CREDIT SUISSE FIRST BOSTON CORPORATION
By:
_____________
Applied Process Solutions, Inc – Hanover Compression Limited Partnership
Hanover Compressor Limited Holdings, LLC
Hanover Land Limited Partnership
Hanover/Smith Limited Partnership
Hanover Maintech Limited Partnership
Hanover Acquisition Limited Partnership
Eureka Energy Limited Partnership
Hanover Applied Process Solutions, Inc .
Hanover OEC Compression Corporation
{PAGE}
ANNEX A
Each broker-dealer that receives Exchange Securities for its own account
pursuant to the Registered Exchange Offer must acknowledge that it will
_____________
dt 733314
;
Goldman, Sachs
As referenced in this Exchange and Registration Rights Agreement:
Goldman, Sachs & Co. – REGISTRATION RIGHTS AGREEMENT
{TEXT}
{PAGE}
EXHIBIT 4.2
HANOVER EQUIPMENT TRUST 2001A
$300,000,000
8.50% Senior Secured Securities Due 2008
EXCHANGE AND REGISTRATION RIGHTS AGREEMENT
------------------------------------------
August 30, 2001
Goldman, Sachs & Co.
As representative of the several Purchasers
Named in Schedule I hereto
85 Broad Street
New York, New York 10004
Ladies and Gentlemen:
Hanover Equipment Issuer 2001A, a special purpose
_____________
Goldman, Sachs & Co. – hereto
85 Broad Street
New York, New York 10004
Ladies and Gentlemen:
Hanover Equipment Issuer 2001A, a special purpose Delaware business
trust (the "Issuer"), proposes to issue and sell to Goldman, Sachs & Co. , J.P.
------
Morgan Securities Inc., Salomon Smith Barney Inc. and Credit Suisse First Boston
Corporation (the "Purchasers"), upon the terms and subject to the conditions set
----------
forth in a
_____________
Goldman, Sachs & Co. – 10(b),
which address initially is, with respect to each Holder, the address of
such Holder maintained by the Registrar under the Indenture, with a copy in
like manner to Goldman, Sachs & Co. , J.P. Morgan Securities Inc., Salomon
Smith Barney Inc. and Credit Suisse First Boston Corporation.
(2) if to an Purchaser, initially at its address set forth in the
Purchase
_____________
GOLDMAN, SACHS & CO. – LIMITED PARTNERSHIP
By__________________________________
Name:
Title:
EUREKA ENERGY LIMITED PARTNERSHIP
By__________________________________
Name:
Title:
{PAGE}
20
HANOVER APPLIED PROCESS SOLUTIONS, INC.
By__________________________________
Name:
Title:
HANOVER OEC COMPRESSION CORPORATION
By__________________________________
Name:
Title:
Accepted:
GOLDMAN, SACHS & CO.
J.P. MORGAN SECURITIES INC.
SALOMON SMITH BARNEY INC.
CREDIT SUISSE FIRST BOSTON CORPORATION
By: Goldman, Sachs & Co.
By__________________________________
Authorized Signatory
{PAGE}
SCHEDULE I
GUARANTORS
Hanover Compressor Company
Hanover
_____________
Goldman, Sachs & Co. – INC.
By__________________________________
Name:
Title:
HANOVER OEC COMPRESSION CORPORATION
By__________________________________
Name:
Title:
Accepted:
GOLDMAN, SACHS & CO.
J.P. MORGAN SECURITIES INC.
SALOMON SMITH BARNEY INC.
CREDIT SUISSE FIRST BOSTON CORPORATION
By: Goldman, Sachs & Co.
By__________________________________
Authorized Signatory
{PAGE}
SCHEDULE I
GUARANTORS
Hanover Compressor Company
Hanover Compression Limited Partnership
Hanover Compressor Limited Holdings, LLC
Hanover Land Limited Partnership
Hanover/Smith Limited Partnership
Hanover Maintech
_____________
dt 756271
;
|
J.P. Morgan
As referenced in this Exchange and Registration Rights Agreement:
J.P.
------
Morgan Securities Inc – Street
New York, New York 10004
Ladies and Gentlemen:
Hanover Equipment Issuer 2001A, a special purpose Delaware business
trust (the "Issuer"), proposes to issue and sell to Goldman, Sachs & Co., J.P.
------
Morgan Securities Inc ., Salomon Smith Barney Inc. and Credit Suisse First Boston
Corporation (the "Purchasers"), upon the terms and subject to the conditions set
----------
forth in a purchase agreement dated August 16,
_____________
J.P. Morgan Securities Inc – address initially is, with respect to each Holder, the address of
such Holder maintained by the Registrar under the Indenture, with a copy in
like manner to Goldman, Sachs & Co., J.P. Morgan Securities Inc ., Salomon
Smith Barney Inc. and Credit Suisse First Boston Corporation.
(2) if to an Purchaser, initially at its address set forth in the
Purchase Agreement;
(3) if to the
_____________
J.P. MORGAN SECURITIES INC – Name:
Title:
EUREKA ENERGY LIMITED PARTNERSHIP
By__________________________________
Name:
Title:
{PAGE}
20
HANOVER APPLIED PROCESS SOLUTIONS, INC.
By__________________________________
Name:
Title:
HANOVER OEC COMPRESSION CORPORATION
By__________________________________
Name:
Title:
Accepted:
GOLDMAN, SACHS & CO.
J.P. MORGAN SECURITIES INC .
SALOMON SMITH BARNEY INC.
CREDIT SUISSE FIRST BOSTON CORPORATION
By: Goldman, Sachs & Co.
By__________________________________
Authorized Signatory
{PAGE}
SCHEDULE I
GUARANTORS
Hanover Compressor Company
Hanover Compression Limited Partnership
Hanover Compressor
_____________
dt 732533
;
Salomon
As referenced in this Exchange and Registration Rights Agreement:
Salomon Smith Barney Inc – 10004
Ladies and Gentlemen:
Hanover Equipment Issuer 2001A, a special purpose Delaware business
trust (the "Issuer"), proposes to issue and sell to Goldman, Sachs & Co., J.P.
------
Morgan Securities Inc., Salomon Smith Barney Inc . and Credit Suisse First Boston
Corporation (the "Purchasers"), upon the terms and subject to the conditions set
----------
forth in a purchase agreement dated August 16, 2001 (the "Purchase Agreement"),
------------------
$
_____________
Salomon
Smith Barney Inc – to each Holder, the address of
such Holder maintained by the Registrar under the Indenture, with a copy in
like manner to Goldman, Sachs & Co., J.P. Morgan Securities Inc., Salomon
Smith Barney Inc . and Credit Suisse First Boston Corporation.
(2) if to an Purchaser, initially at its address set forth in the
Purchase Agreement;
(3) if to the Issuer, initially at the
_____________
SALOMON SMITH BARNEY INC – PARTNERSHIP
By__________________________________
Name:
Title:
{PAGE}
20
HANOVER APPLIED PROCESS SOLUTIONS, INC.
By__________________________________
Name:
Title:
HANOVER OEC COMPRESSION CORPORATION
By__________________________________
Name:
Title:
Accepted:
GOLDMAN, SACHS & CO.
J.P. MORGAN SECURITIES INC.
SALOMON SMITH BARNEY INC .
CREDIT SUISSE FIRST BOSTON CORPORATION
By: Goldman, Sachs & Co.
By__________________________________
Authorized Signatory
{PAGE}
SCHEDULE I
GUARANTORS
Hanover Compressor Company
Hanover Compression Limited Partnership
Hanover Compressor Limited Holdings, LLC
Hanover
_____________
dt 728613
;
Smith Barney
As referenced in this Exchange and Registration Rights Agreement:
Smith Barney Inc – a special purpose Delaware business
trust (the "Issuer"), proposes to issue and sell to Goldman, Sachs & Co., J.P.
------
Morgan Securities Inc., Salomon Smith Barney Inc . and Credit Suisse First Boston
Corporation (the "Purchasers"), upon the terms and subject to the conditions set
----------
forth in a purchase agreement
_____________
Smith Barney Inc – maintained by the Registrar under the Indenture, with a copy in
like manner to Goldman, Sachs & Co., J.P. Morgan Securities Inc., Salomon
Smith Barney Inc . and Credit Suisse First Boston Corporation.
(2) if to an Purchaser, initially at its address set forth in the
Purchase Agreement;
(3)
_____________
SMITH BARNEY INC – PROCESS SOLUTIONS, INC.
By__________________________________
Name:
Title:
HANOVER OEC COMPRESSION CORPORATION
By__________________________________
Name:
Title:
Accepted:
GOLDMAN, SACHS & CO.
J.P. MORGAN SECURITIES INC.
SALOMON SMITH BARNEY INC .
CREDIT SUISSE FIRST BOSTON CORPORATION
By: Goldman, Sachs & Co.
By__________________________________
Authorized Signatory
{PAGE}
SCHEDULE I
GUARANTORS
Hanover Compressor Company
Hanover Compression Limited
_____________
dt 716694
|
| Preview
Full Doc
| 2001 |
Exchange and Registration Rights Agreement
Exchange and Registration Rights Agreement (74K)
Doc #1501945: Click preview link for longer preview.
HANOVER EQUIPMENT TRUST 2001B
$250,000,000
8.75% Senior Secured Securities Due 2011
EXCHANGE AND REGISTRATION RIGHTS AGREEMENT
------------------------------------------
August 30, 2001
Goldman, Sachs & Co.
As representative of the several Purchasers
Named in Schedule I hereto
85 Broad Street
New York, New York 10004
Ladies and Gentlemen:
Hanover . . .
1501945
|
Hanover
As referenced in this Exchange and Registration Rights Agreement:
HANOVER COMPRESSION LIMITED
– Purchasers.
Very truly yours,
HANOVER EQUIPMENT TRUST 2001B
By: WILMINGTON TRUST COMPANY,
not individually but
solely as trustee of the
Issuer
By________________________
Name:
Title:
HANOVER COMPRESSOR COMPANY
By______________________________
Name:
Title:
HANOVER COMPRESSION LIMITED
PARTNERSHIP
By______________________________
Name:
Title:
HANOVER COMPRESSOR LIMITED
HOLDINGS, LLC
By _____________________________
Name:
Title:
<PAGE>
19
HANOVER LAND LIMITED PARTNERSHIP
By ______________________________
Name:
Title:
HANOVER/SMITH LIMITED PARTNERSHIP
_____________
Hanover Compression Limited – P. MORGAN SECURITIES INC.
SALOMON SMITH BARNEY INC.
CREDIT SUISSE FIRST BOSTON CORPORATION
By: Goldman, Sachs & Co.
By____________________________
Authorized Signatory
<PAGE>
SCHEDULE I
GUARANTORS
Hanover Compressor Company
Hanover Compression Limited Partnership
Hanover Compressor Limited Holdings, LLC
Hanover Land Limited Partnership
Hanover/Smith Limited Partnership
Hanover Maintech Limited Partnership
Hanover Acquisition Limited Partnership
Eureka Energy Limited Partnership
Hanover Applied Process Solutions,
_____________
dt 1540439
;
Applied Process
As referenced in this Exchange and Registration Rights Agreement:
APPLIED PROCESS
SOLUTIONS, INC – Title:
HANOVER MAINTECH LIMITED
PARTNERSHIP
By ______________________________
Name:
Title:
HANOVER ACQUISITION LIMITED
PARTNERSHIP
By ______________________________
Name:
Title:
EUREKA ENERGY LIMITED PARTNERSHIP
By ______________________________
Name:
Title:
<PAGE>
20
HANOVER APPLIED PROCESS
SOLUTIONS, INC .
By ________________________
Name:
Title:
HANOVER OEC COMPRESSION
CORPORATION
By ________________________
Name:
Title:
Accepted:
GOLDMAN, SACHS & CO.
J.P. MORGAN SECURITIES INC.
SALOMON SMITH BARNEY INC.
CREDIT SUISSE FIRST
_____________
Applied Process Solutions, Inc – Hanover Compression Limited Partnership
Hanover Compressor Limited Holdings, LLC
Hanover Land Limited Partnership
Hanover/Smith Limited Partnership
Hanover Maintech Limited Partnership
Hanover Acquisition Limited Partnership
Eureka Energy Limited Partnership
Hanover Applied Process Solutions, Inc .
Hanover OEC Compression Corporation
<PAGE>
ANNEX A
Each broker-dealer that receives Exchange Securities for its
own account pursuant to the Registered Exchange Offer must acknowledge that
_____________
dt 1545156
;
|
J.P. Morgan
As referenced in this Exchange and Registration Rights Agreement:
J.P. Morgan Securities Inc – New York, New York 10004
Ladies and Gentlemen:
Hanover Equipment Issuer 2001B, a special purpose Delaware
business trust (the "Issuer"), proposes to issue and sell to Goldman, Sachs &
------
Co., J.P. Morgan Securities Inc ., Salomon Smith Barney Inc. and Credit Suisse
First Boston Corporation (the "Purchasers"), upon the terms and subject to the
----------
conditions set forth in a purchase agreement dated August 16,
_____________
J.P. Morgan Securities Inc – initially is, with respect to each Holder, the address of
such Holder maintained by the Registrar under the Indenture, with a copy in
like manner to Goldman, Sachs & Co., J.P. Morgan Securities Inc ., Salomon
Smith Barney Inc. and Credit Suisse First Boston Corporation.
(2) if to an Purchaser, initially at its address set forth in the
Purchase Agreement;
(3) if to the
_____________
J.P. MORGAN SECURITIES INC – By ______________________________
Name:
Title:
<PAGE>
20
HANOVER APPLIED PROCESS
SOLUTIONS, INC.
By ________________________
Name:
Title:
HANOVER OEC COMPRESSION
CORPORATION
By ________________________
Name:
Title:
Accepted:
GOLDMAN, SACHS & CO.
J.P. MORGAN SECURITIES INC .
SALOMON SMITH BARNEY INC.
CREDIT SUISSE FIRST BOSTON CORPORATION
By: Goldman, Sachs & Co.
By____________________________
Authorized Signatory
<PAGE>
SCHEDULE I
GUARANTORS
Hanover Compressor Company
Hanover Compression Limited
_____________
dt 1494447
;
Salomon
As referenced in this Exchange and Registration Rights Agreement:
Salomon Smith Barney Inc – Ladies and Gentlemen:
Hanover Equipment Issuer 2001B, a special purpose Delaware
business trust (the "Issuer"), proposes to issue and sell to Goldman, Sachs &
------
Co., J.P. Morgan Securities Inc., Salomon Smith Barney Inc . and Credit Suisse
First Boston Corporation (the "Purchasers"), upon the terms and subject to the
----------
conditions set forth in a purchase agreement dated August 16, 2001 (the
"Purchase Agreement"), $
_____________
Salomon
Smith Barney Inc – each Holder, the address of
such Holder maintained by the Registrar under the Indenture, with a copy in
like manner to Goldman, Sachs & Co., J.P. Morgan Securities Inc., Salomon
Smith Barney Inc . and Credit Suisse First Boston Corporation.
(2) if to an Purchaser, initially at its address set forth in the
Purchase Agreement;
(3) if to the Issuer, initially at the
_____________
SALOMON SMITH BARNEY INC – PAGE>
20
HANOVER APPLIED PROCESS
SOLUTIONS, INC.
By ________________________
Name:
Title:
HANOVER OEC COMPRESSION
CORPORATION
By ________________________
Name:
Title:
Accepted:
GOLDMAN, SACHS & CO.
J.P. MORGAN SECURITIES INC.
SALOMON SMITH BARNEY INC .
CREDIT SUISSE FIRST BOSTON CORPORATION
By: Goldman, Sachs & Co.
By____________________________
Authorized Signatory
<PAGE>
SCHEDULE I
GUARANTORS
Hanover Compressor Company
Hanover Compression Limited Partnership
Hanover Compressor Limited
_____________
dt 1349758
;
Smith Barney
As referenced in this Exchange and Registration Rights Agreement:
Smith Barney Inc – and Gentlemen:
Hanover Equipment Issuer 2001B, a special purpose Delaware
business trust (the "Issuer"), proposes to issue and sell to Goldman, Sachs &
------
Co., J.P. Morgan Securities Inc., Salomon Smith Barney Inc . and Credit Suisse
First Boston Corporation (the "Purchasers"), upon the terms and subject to the
----------
conditions set forth in a purchase agreement dated August 16, 2001 (the
"Purchase Agreement"), $
_____________
Smith Barney Inc – Holder, the address of
such Holder maintained by the Registrar under the Indenture, with a copy in
like manner to Goldman, Sachs & Co., J.P. Morgan Securities Inc., Salomon
Smith Barney Inc . and Credit Suisse First Boston Corporation.
(2) if to an Purchaser, initially at its address set forth in the
Purchase Agreement;
(3) if to the Issuer, initially at the
_____________
SMITH BARNEY INC – gt;
20
HANOVER APPLIED PROCESS
SOLUTIONS, INC.
By ________________________
Name:
Title:
HANOVER OEC COMPRESSION
CORPORATION
By ________________________
Name:
Title:
Accepted:
GOLDMAN, SACHS & CO.
J.P. MORGAN SECURITIES INC.
SALOMON SMITH BARNEY INC .
CREDIT SUISSE FIRST BOSTON CORPORATION
By: Goldman, Sachs & Co.
By____________________________
Authorized Signatory
<PAGE>
SCHEDULE I
GUARANTORS
Hanover Compressor Company
Hanover Compression Limited Partnership
Hanover Compressor Limited
_____________
dt 1429146
|
| Preview
Full Doc
| 2001 |
Exchange and Registration Rights Agreement
Exchange and Registration Rights Agreement (74K)
Doc #1523770: Click preview link for longer preview.
HANOVER EQUIPMENT TRUST 2001A
$300,000,000
8.50% Senior Secured Securities Due 2008
EXCHANGE AND REGISTRATION RIGHTS AGREEMENT
------------------------------------------
August 30, 2001
Goldman, Sachs & Co.
As representative of the several Purchasers
Named in Schedule I hereto
85 Broad Street
New York, New York 10004
Ladies and Gentlemen:
Hanover Equipment Issuer . . .
1523770
|
Hanover
As referenced in this Exchange and Registration Rights Agreement:
HANOVER COMPRESSION LIMITED – Purchasers.
Very truly yours,
HANOVER EQUIPMENT TRUST 2001A
By: WILMINGTON TRUST COMPANY, not
individually but solely as trustee
of the Issuer
By__________________________________
Name:
Title:
HANOVER COMPRESSOR COMPANY
By__________________________________
Name:
Title:
HANOVER COMPRESSION LIMITED PARTNERSHIP
By__________________________________
Name:
Title:
HANOVER COMPRESSOR LIMITED HOLDINGS, LLC
By__________________________________
Name:
Title:
<PAGE>
19
HANOVER LAND LIMITED PARTNERSHIP
By__________________________________
Name:
Title:
HANOVER/SMITH LIMITED PARTNERSHIP
By__________________________________
Name:
Title:
_____________
Hanover Compression Limited – P. MORGAN SECURITIES INC.
SALOMON SMITH BARNEY INC.
CREDIT SUISSE FIRST BOSTON CORPORATION
By: Goldman, Sachs & Co.
By__________________________________
Authorized Signatory
<PAGE>
SCHEDULE I
GUARANTORS
Hanover Compressor Company
Hanover Compression Limited Partnership
Hanover Compressor Limited Holdings, LLC
Hanover Land Limited Partnership
Hanover/Smith Limited Partnership
Hanover Maintech Limited Partnership
Hanover Acquisition Limited Partnership
Eureka Energy Limited Partnership
Hanover Applied Process Solutions,
_____________
dt 1540440
;
Applied Process
As referenced in this Exchange and Registration Rights Agreement:
APPLIED PROCESS SOLUTIONS, INC – PARTNERSHIP
By__________________________________
Name:
Title:
HANOVER MAINTECH LIMITED PARTNERSHIP
By__________________________________
Name:
Title:
HANOVER ACQUISITION LIMITED PARTNERSHIP
By__________________________________
Name:
Title:
EUREKA ENERGY LIMITED PARTNERSHIP
By__________________________________
Name:
Title:
<PAGE>
20
HANOVER APPLIED PROCESS SOLUTIONS, INC .
By__________________________________
Name:
Title:
HANOVER OEC COMPRESSION CORPORATION
By__________________________________
Name:
Title:
Accepted:
GOLDMAN, SACHS & CO.
J.P. MORGAN SECURITIES INC.
SALOMON SMITH BARNEY INC.
CREDIT SUISSE FIRST BOSTON CORPORATION
_____________
Applied Process Solutions, Inc – Hanover Compression Limited Partnership
Hanover Compressor Limited Holdings, LLC
Hanover Land Limited Partnership
Hanover/Smith Limited Partnership
Hanover Maintech Limited Partnership
Hanover Acquisition Limited Partnership
Eureka Energy Limited Partnership
Hanover Applied Process Solutions, Inc .
Hanover OEC Compression Corporation
<PAGE>
ANNEX A
Each broker-dealer that receives Exchange Securities for its own account
pursuant to the Registered Exchange Offer must acknowledge that
_____________
dt 1545157
;
|
J.P. Morgan
As referenced in this Exchange and Registration Rights Agreement:
J.P.
------
Morgan Securities Inc – New York, New York 10004
Ladies and Gentlemen:
Hanover Equipment Issuer 2001A, a special purpose Delaware business
trust (the "Issuer"), proposes to issue and sell to Goldman, Sachs & Co., J.P.
------
Morgan Securities Inc ., Salomon Smith Barney Inc. and Credit Suisse First Boston
Corporation (the "Purchasers"), upon the terms and subject to the conditions set
----------
forth in a purchase agreement dated August 16,
_____________
J.P. Morgan Securities Inc – initially is, with respect to each Holder, the address of
such Holder maintained by the Registrar under the Indenture, with a copy in
like manner to Goldman, Sachs & Co., J.P. Morgan Securities Inc ., Salomon
Smith Barney Inc. and Credit Suisse First Boston Corporation.
(2) if to an Purchaser, initially at its address set forth in the
Purchase Agreement;
(3) if to the
_____________
J.P. MORGAN SECURITIES INC – ENERGY LIMITED PARTNERSHIP
By__________________________________
Name:
Title:
<PAGE>
20
HANOVER APPLIED PROCESS SOLUTIONS, INC.
By__________________________________
Name:
Title:
HANOVER OEC COMPRESSION CORPORATION
By__________________________________
Name:
Title:
Accepted:
GOLDMAN, SACHS & CO.
J.P. MORGAN SECURITIES INC .
SALOMON SMITH BARNEY INC.
CREDIT SUISSE FIRST BOSTON CORPORATION
By: Goldman, Sachs & Co.
By__________________________________
Authorized Signatory
<PAGE>
SCHEDULE I
GUARANTORS
Hanover Compressor Company
Hanover Compression Limited
_____________
dt 1494567
;
|