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 | 2001 |
Convertible Senior Notes
Convertible Senior Notes (373K)
Doc #246932: Click preview link for longer preview.
$170,000,000
[LOGO]
HANOVER COMPRESSOR COMPANY
4.75% Convertible Senior Notes due March 15, 2008
----------------
You may convert the convertible notes into shares of common stock of
Hanover Compressor Company at any time prior to their maturity or their
redemption by us. The conversion rate is 22.7596 shares per each $1,000
principal amount of convertible notes, subject to adjustment in certain
circumstances. This is equivalent to a conversion price of approximately
$43.94 per share. On March 15, 2001, the last reported sale price for the
common stock on the New York Stock Exchange was $35.26 per share. The common
stock is listed under the symbol "HC".
We will pay interest on the convertible notes on March 15 and September 15
of each year. The first such payment will be made on September 15, 2001. The
convertible notes are equal in right of payment to all of our senior
indebtedness. The convertible notes will be issued only in denominations of
$1,000 and integral multiples of $1,000.
On or after March 15, 2004, we have the option to redeem all or a portion
of the convertible notes which have not been previously converted, at the
redemption prices set forth in the prospectus. You have the option, subject to
certain conditions, to require us to repurchase any convertible note held by
you in the event of a change in control, as described in the prospectus, at a
price equal to 100% of its principal amount plus accrued interest to the date
of repurchase.
Concurrent with this offering of convertible notes, we and certain selling
stockholders are offering 10,000,000 shares of common stock. Neither offering
is contingent on the other.
See "Risk Factors" beginning on page 14 to read about factors you should
consider before buying the convertible notes.
----------------
Neither the Securities and Exchange Commission nor any other regulatory
body has approved or disapproved of these securities or passed upon the
accuracy or adequacy of this prospectus. Any representation to the contrary is
a criminal offense.
----------------
{TABLE}
{CAPTION}
Per Note Total
-------- -----
{S} {C} {C}
Initial public offering price............................ 100.0% $170,000,000
Underwriting discount.................................... 3.0% $ 5,100,000
Proceeds, before expenses, to Hanover.................... 97.0% $164,900,000
{/TABLE}
The initial public offering price set forth above does not include accrued
interest, if any. Interest on the convertible notes will accrue from the date
of original issuance of the notes, expected to be March 21, 2001.
To the extent that the underwriters sell more than $170,000,000 principal
amount of convertible notes, the underwriters have the option to purchase up
to an additional $22,000,000 principal amount of convertible notes at the
initial public offering price less the underwriting discount.
----------------
The underwriters expect to deliver the convertible notes in book-entry
form only through the facilities of The Depository Trust Company against
payment in New York, New York on March 21, 2001.
Goldman, Sachs & Co. Salomon Smith Barney
Credit Suisse First Boston JPMorgan
----------------
Prospectus dated March 15, 2001.
{PAGE}
----------------
You should rely only on this prospectus. We have not authorized any other
person to provide you with different information. If anyone provides you with
different or inconsistent information, you should not rely on it. We are not
making an offer to sell these securities in any jurisdiction where the offer of
sale is not permitted. You should assume that the information appearing in this
prospectus is accurate only as of the date on the front cover of this
prospectus. Our business, financial condition, results of operations and
prospects may have changed since that date.
----------------
2
{PAGE}
PROSPECTUS SUMMARY
This summary highlights information contained elsewhere in this prospectus.
You should read this entire prospectus carefully. The information provided in
this prospectus gives effect to a two-phase restructuring of Hanover Compressor
Company (the "Restructuring") completed in 1999 and 2000. The sole purpose of
the Restructuring was to create a holding company, and the Restructuring has
had no effect on our business. Pursuant to the Restructuring, substantially all
of our assets and operations are now at a subsidiary level. Share numbers and
per share amounts reflect a 2-for-1 split of our common stock effected in June
2000. Except as described in this paragraph and unless the context requires
otherwise, "Hanover," "we," "us," "our" or similar terms in this prospectus
refer to "new" Hanover Compressor Company and its subsidiaries following
completion of the Restructuring.
The Company
We are a leading provider of a broad array of natural gas compression, gas
handling and related services in the United States and select international
markets. Founded in 1990 and publicly held since 1997, we operate the largest
compressor rental fleet, in terms of horsepower, in the gas compression
industry and provide our services on a rental, contract compression,
maintenance and acquisition leaseback basis. Our maintenance business supplies
parts and services to customers that own their own compression equipment but
want to outsource their compression operations. Our compression services are
complemented by our compressor and oil and gas production equipment fabrication
operations and gas processing, gas treatment, gas measurement and power
generation services, which broaden our customer relationships both domestically
and internationally. Our products and services are essential to the production,
gathering, processing, transportation and storage of natural gas and are
provided primarily to independent and major producers and distributors of
natural gas.
As of December 31, 2000, we had a fleet of 4,840 compression rental units
with an aggregate capacity of 2,151,000 horsepower, up from 117,000 horsepower
in 1992, which represents a 44% compound annual growth rate ("CAGR"). From 1992
through 1999, revenues have grown from $33.1 million to $317.0 million, or a
CAGR of 38%; earnings before interest, leasing expense, taxes, distributions on
mandatorily redeemable convertible preferred securities, and depreciation and
amortization ("EBITDA") have grown from $7.3 million to $132.1 million, or a
CAGR of 51%; net income has grown from $1 million to $40.4 million, or a CAGR
of 70%; and earnings per share have grown from $0.06 to $0.66, or a CAGR of
35%. From the nine months ended September 30, 1999 to the nine months ended
September 30, 2000, revenues grew from $227.8 million to $370.2 million, or by
63%; EBITDA grew from $94.8 million to $139.4 million, or by 47%; net income
grew from $27.5 million to $39.3 million, or by 43%; and earnings per share
grew from $0.45 to $0.61, or by 35%. Further, we have maintained average
horsepower utilization of approximately 93% from 1994 to 2000, compared to
industry rates that we believe have been 80% to 85% for this period.
Through internal growth and a series of strategic acquisitions, we have
become the largest operator of rental compression horsepower capacity in the
United States. We began international operations in 1995 and have become one of
the largest providers of compression services in the rapidly growing Latin
American and Canadian markets. As of December 31, 2000, our compression rental
fleet included the following:
246932
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Hanover
As referenced in this Convertible Senior Notes:
Hanover Compression Limited Partnership – operations other than equity interests in our subsidiaries, the
convertible notes are effectively subordinated to all existing and future
indebtedness and obligations of Hanover Compression Limited Partnership and our
other direct and indirect subsidiaries. This means that in the event of the
bankruptcy, dissolution or liquidation of a subsidiary, that
_____________
dt 100607
;
Applied Process
As referenced in this Convertible Senior Notes:
Applied Process Solutions, – to acquire OEC Compression Corporation, a transaction
we expect to close in March 2001. We also pursue acquisitions, such as
our acquisition of Applied Process Solutions, Inc. in June 2000, to
expand our offerings of related products and services and geographic
scope. We continue to actively seek additional
_____________
Applied Process Solutions, – December 31, 1999
included in this prospectus. The pro forma financial data does not reflect the
pro forma effect of our acquisitions of Applied Process Solutions, Inc.,
completed in June 2000, PAMCO Services International, completed in July 2000,
or OEC Compression Corporation, which we expect to complete in
_____________
Applied Process Solutions, – common stock to
certain Janus funds, which shares were registered on Form S-3, effective
January 16, 2001; we completed the acquisition of Applied Process Solutions,
Inc. in an all stock transaction for an aggregate of 2,303,294 shares of common
stock, which shares were registered on
_____________
Applied Process Solutions, – assets acquired. In July 2000, we acquired
PAMCO Services International for approximately $58 million in cash and notes.
In June 2000, we acquired Applied Process Solutions, Inc. for 2,303,294 newly
issued shares of our common stock. These acquisitions were included in the
results of operations from
_____________
Applied Process Solutions, – 30, 2000 from $21.2 million during the nine months ended September 30, 1999.
The increase is due primarily to the acquisition of Applied Process Solutions,
Inc. in June 2000.
We recognized gains on sales of other assets of $4.2 million during the
nine months ended September
_____________
dt 101494
;
HCC
As referenced in this Convertible Senior Notes:
HANOVER COMPRESSOR – RULE 424(b)(4)
REGISTRATION NUMBERS 333-54942 and 333-57150
$170,000,000
[LOGO]
HANOVER COMPRESSOR COMPANY
4.75% Convertible Senior Notes due March 15, 2008
----------------
You may convert the convertible
_____________
Hanover Compressor – March 15, 2008
----------------
You may convert the convertible notes into shares of common stock of
Hanover Compressor Company at any time prior to their maturity or their
redemption by us. The conversion
_____________
Hanover Compressor
– carefully. The information provided in
this prospectus gives effect to a two-phase restructuring of Hanover Compressor
Company (the "Restructuring") completed in 1999 and 2000. The sole purpose of
the Restructuring
_____________
Hanover Compressor – requires
otherwise, "Hanover," "we," "us," "our" or similar terms in this prospectus
refer to "new" Hanover Compressor Company and its subsidiaries following
completion of the Restructuring.
The Company
We are a leading
_____________
Hanover Compressor – 1996 and 1995, respectively.
(2) The historical financial information includes the results of operations of
Hanover Compressor Company and its wholly-owned subsidiaries. During 1995,
we acquired Astra Resources Compression, Inc., a
_____________
dt 75055
;
|
OEC Compression
As referenced in this Convertible Senior Notes:
OEC Compression Corp – acquisitions of compression companies, PAMCO Services International and
the compression services division of Dresser-Rand Company, and entered
into an agreement to acquire OEC Compression Corp oration, a transaction
we expect to close in March 2001. We also pursue acquisitions, such as
our acquisition of Applied Process Solutions, Inc.
_____________
OEC Compression Corp – pro forma effect of our acquisitions of Applied Process Solutions, Inc.,
completed in June 2000, PAMCO Services International, completed in July 2000,
or OEC Compression Corp oration, which we expect to complete in March 2001. The
pro forma financial data does not purport to be indicative of the results
_____________
OEC Compression Corp – were registered on
17
{PAGE}
Form S-3, effective February 7, 2001. In addition we have entered into a
definitive agreement to acquire OEC Compression Corp oration in an all stock
transaction. Upon consummation of the OEC transaction, which we expect to occur
in March 2001, the shares of
_____________
OEC Compression Corp – at the prime rate or
a negotiated rate. We intend to borrow under our supplemental bank credit
agreement to fund our acquisition of OEC Compression Corp oration, which we
expect to complete in March 2001. Pending these uses, we intend to invest the
proceeds of this offering and the
_____________
OEC Compression Corp – at the prime rate or
a negotiated rate. We intend to borrow under our supplemental bank credit
agreement to fund our acquisition of OEC Compression Corp oration, which we
expect to complete in March 2001.
23
{PAGE}
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
_____________
dt 101462
;
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| 2003 |
Guarantee and Collateral Agreement
Guarantee and Collateral Agreement (109K)
Doc #173021: Click preview link for longer preview.
GUARANTEE AND COLLATERAL AGREEMENT
GUARANTEE AND COLLATERAL AGREEMENT, dated as of December 15, 2003, made by each of the signatories hereto (together with any other entity that may become a party hereto as provided herein, the Grantors), in favor of JPMorgan Chase Bank, as Collateral Agent (in such capacity, the Collateral Agent) for the Secured Parties (as hereinafter defined).
W I T N E S S E T H:
WHEREAS, pursuant to the Senior Credit Agreement (as hereinafter defined), the Lenders have severally agreed to make extensions of credit to HCLP upon the terms and subject to the conditions set forth therein;
WHEREAS, Hanover and HCLP are parties to the Synthetic Credit Agreements, the Synthetic Guarantees, each Lease (as defined in each Synthetic Guarantee), the Participation Agreements and the Derivatives Agreements (each as hereinafter defined), as the same may be amended from time to time;
WHEREAS, the parties to this Agreement desire to (i) include the Synthetic Guarantee Obligations (as hereinafter defined) as obligations which are secured and guaranteed hereunder and (ii) cause JPMorgan Chase Bank to agree to act as collateral agent for the benefit of the Secured Parties (as hereinafter defined);
WHEREAS, Hanover is a member of an affiliated group of companies that includes each other Grantor;
WHEREAS, the proceeds of the extensions of credit under the Transaction Documents (as hereinafter defined) have been and will continue to be used in part to enable HCLP to make valuable transfers to one or more of the other Grantors in connection with the operation of their respective businesses; and
WHEREAS, HCLP and the other Grantors are engaged in related businesses, and each Grantor will derive substantial direct and indirect benefit from the continued making of the extensions of credit under the Transaction Documents;
NOW, THEREFORE, in consideration of the premises and to induce the Collateral Agent and the Lenders to make and continue to make their respective extensions of credit to HCLP under the Transaction Documents, each Grantor hereby agrees with the Collateral Agent, for the ratable benefit of the Secured Parties, as follows:
SECTION 1. DEFINED TERMS
1.1 Definitions. (a) Unless otherwise defined herein, terms defined in the Senior Credit Agreement are used herein as therein defined, and the following terms are used herein as defined in the New York UCC: Accounts, Certificated Security, Chattel Paper, Commercial Tort Claims, Documents, Equipment, Farm Products, General Intangibles, Instruments, Inventory, Letter-of-Credit Rights and Supporting Obligations.
(b) The following terms shall have the following meanings:
Agreement: this Guarantee and Collateral Agreement, as the same may be further amended, supplemented or otherwise modified from time to time.
Collateral: as defined in Section 3.
Collateral Account: any collateral account established by the Collateral Agent as provided in Section 6.1 or 6.4.
Copyright Licenses: any written agreement naming any Grantor as licensor or licensee, granting any right under any Copyright, including, without limitation, the grant of rights to manufacture, distribute, exploit and sell materials derived from any Copyright.
Copyrights: (i) all copyrights arising under the laws of the United States, any other country or any political subdivision thereof, whether registered or unregistered and whether published or unpublished, all registrations and recordings thereof, and all applications in connection therewith, including, without limitation, all registrations, recordings and applications in the United States Copyright Office, and (ii) the right to obtain all renewals thereof.
Default: any default or event of default under any Transaction Document.
Deposit Account: as defined in the Uniform Commercial Code of any applicable jurisdiction and, in any event, including, without limitation, any demand, time, savings, passbook or like account maintained with a depositary institution.
Derivatives Agreements: any agreement entered into by Hanover or any of its Subsidiaries with a Senior Credit Agreement Lender pursuant to Section 8.9 of the Senior Credit Agreement or pursuant to Section 11.9 of any Synthetic Guarantee.
Event of Default: as defined in the Senior Credit Agreement.
Excluded Equipment Lease Property: any property or assets of any Grantor that is subject to a Lien created under a Synthetic Security Agreement. Notwithstanding anything to the contrary contained herein, it is intended that the Excluded Equipment Lease Property shall in no event be pledged hereunder or required to be pledged hereunder, regardless of whether or not the Synthetic Guarantees are in effect.
Excluded Foreign Subsidiary Stock: any shares of Capital Stock of Foreign Subsidiaries exceeding 66% of the outstanding voting Capital Stock of each Foreign Subsidiary. Notwithstanding anything to the contrary contained herein, it is intended that such Excluded Foreign Subsidiary Stock shall in no event be pledged hereunder or required to be pledged hereunder. Notwithstanding anything herein to the contrary, (a) the shares of Capital Stock of Production Operators Cayman Inc. and Hanover Cayman, Limited, (b) the shares of Capital Stock of Subsidiaries of Production Operators Cayman Inc. and Hanover Cayman, Limited that are directly owned by HCLP to the extent these shares do not exceed 1% of the outstanding voting Capital Stock of any such Subsidiary, (c) the shares of Capital Stock of HCC Mantova S.r.l. that are directly owned by HCLP to the extent these shares do not exceed 0.01% of the outstanding voting Capital Stock of such Subsidiary, (d) the shares of Capital Stock of Foreign Subsidiaries that are not directly owned by Hanover, HCLP or any Qualified Subsidiaries and (e) the shares of Capital Stock of Post-Closing Pledged Subsidiaries shall also be deemed to be Excluded Foreign Subsidiary Stock.
173021
|
Hanover
As referenced in this Guarantee and Collateral Agreement:
HANOVER COMPRESSION LIMITED PARTNERSHIP – Agreement
EX-10.2 8 dex102.htm GUARANTEE AND COLLATERAL AGREEMENT
Exhibit 10.2
GUARANTEE AND COLLATERAL AGREEMENT
made by
HANOVER COMPRESSOR COMPANY
HANOVER COMPRESSION LIMITED PARTNERSHIP
and certain of their Subsidiaries
in favor of
JPMORGAN CHASE BANK,
as Collateral Agent
Dated as of December 15, 2003,
TABLE OF
_____________
HANOVER COMPRESSION LIMITED
PARTNERSHIP
– first above written.
HANOVER COMPRESSOR COMPANY
By:
/s/ John E. Jackson
Name: John E. Jackson
Title: Senior Vice President and
Chief Financial Officer
HANOVER COMPRESSION LIMITED
PARTNERSHIP
By:
/s/ John E. Jackson
Name: John E. Jackson
Title: Senior Vice President and
Chief Financial Officer
ENERGY TRANSFER HANOVER VENTURES, L.
_____________
Hanover Compression Limited Partnership – ascribed to them in such Senior Credit Agreement.
W I T N E S S E T H :
WHEREAS, Hanover Compressor Company (Hanover), Hanover Compression Limited Partnership (HCLP) and the Secured Parties have entered into the Transaction Documents (as defined in the Guarantee and Collateral Agreement referred to below);
_____________
dt 100535
;
Citibank
As referenced in this Guarantee and Collateral Agreement:
Citibank, N.A. – time parties thereto (the 2000B Lenders, and together with the 2000A Lenders, the Synthetic Lease Lenders), National Westminster Bank PLC, as managing agent, Citibank, N.A. , Credit Suisse First Boston and The Industrial Bank of Japan, Ltd., as co-agents and JPMorgan Chase Bank (f/k/a The
_____________
dt 146126
;
HCC
As referenced in this Guarantee and Collateral Agreement:
HANOVER COMPRESSOR – dex102.htm GUARANTEE AND COLLATERAL AGREEMENT
Exhibit 10.2
GUARANTEE AND COLLATERAL AGREEMENT
made by
HANOVER COMPRESSOR COMPANY
HANOVER COMPRESSION LIMITED PARTNERSHIP
and certain of their Subsidiaries
in favor of
JPMORGAN CHASE
HANOVER COMPRESSOR – Collateral Agreement to be duly executed and delivered as of the date first above written.
HANOVER COMPRESSOR COMPANY
By:
/s/ John E. Jackson
Name: John E. Jackson
Title: Senior Vice President and
HANOVER COMPRESSOR – HANOVER AUSTRALIA, L.L.C.
HANOVER COLOMBIA LEASING LLC
HANOVER COMPRESSED NATURAL GAS SERVICES, LLC
HANOVER COMPRESSOR NIGERIA, INC.
HANOVER COMPRESSION GENERAL HOLDINGS, LLC
HANOVER ECUADOR L.L.C.
HANOVER GENERAL ENERGY
Hanover Compressor – such Senior Credit Agreement.
W I T N E S S E T H :
WHEREAS, Hanover Compressor Company (Hanover), Hanover Compression Limited Partnership (HCLP) and the Secured Parties have entered into the
dt 69534
;
|
 Nova Scotia
As referenced in this Guarantee and Collateral Agreement:
Bank of Nova Scotia, – time parties thereto (the 2000A Lenders), Industrial Bank of Japan, LTD., as syndication agent, The Bank of Nova Scotia, as documentation agent and JPMorgan Chase Bank (f/k/a The Chase Manhattan Bank),
dt 50291
;
Bank One
As referenced in this Guarantee and Collateral Agreement:
Bank One, NA – time to time), among Hanover, HCLP, the banks and other financial institutions parties thereto from time to time (the Senior Credit Agreement Lenders), Bank One, NA , as syndication agent and JPMorgan Chase Bank as administrative agent, and any credit agreement refinancing, refunding, replacing, or increasing the same, whether
_____________
dt 100111
;
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Full Doc
| 2003 |
Guarantee and Collateral Agreement [Amended and Restated]
Guarantee and Collateral Agreement [Amended and Restated] (121K)
Doc #246811: Click preview link for longer preview.
AMENDED AND RESTATED GUARANTEE AND COLLATERAL AGREEMENT
made by
HANOVER COMPRESSOR COMPANY
HANOVER COMPRESSION LIMITED PARTNERSHIP
and certain of their Subsidiaries
in favor of
JPMORGAN CHASE BANK,
as Collateral Agent
Dated as of January 31, 2003,
as amended and restated as of February 14, 2003
{PAGE}
Table of Contents
{TABLE}
{CAPTION}
Page
----
{S} {C}
SECTION 1. DEFINED TERMS 2
1.1 Definitions 2
1.2 Other Definitional Provisions 6
SECTION 2. GUARANTEE 6
2.1 Guarantee 6
2.2 Right of Contribution 7
2.3 No Subrogation 7
2.4 Amendments, etc. with respect to HCC Obligations 7
2.5 Guarantee Absolute and Unconditional 8
2.6 Reinstatement 9
2.7 Payments 9
SECTION 3. GRANT OF SECURITY INTEREST 9
SECTION 4. REPRESENTATIONS AND WARRANTIES 10
4.1 Title; No Other Liens 10
4.2 Perfected First Priority Liens 10
4.3 Jurisdiction of Organization; Chief Executive Office 10
4.4 [Intentionally Reserved] 10
4.5 Farm Products 11
4.6 Investment Property 11
4.7 Receivables 11
4.8 Intellectual Property 11
SECTION 5. COVENANTS 11
5.1 Delivery of Instruments, Certificated Securities and Chattel Paper 11
5.2 Maintenance of Insurance 12
5.3 [Intentionally Reserved] 12
5.4 Maintenance of Perfected Security Interest; Further Documentation 12
5.5 Changes in Locations, Name, etc 12
5.6 Notices 13
5.7 Investment Property 13
5.8 Receivables 14
5.9 Intellectual Property 14
5.10 Vehicles 15
SECTION 6. REMEDIAL PROVISIONS 15
6.1 Certain Matters Relating to Receivables 15
6.2 Communications with Obligors; Grantors Remain Liable 15
6.3 Pledged Stock 16
6.4 Proceeds to be Turned Over To Collateral Agent 17
6.5 Application of Proceeds 17
6.6 Code and Other Remedies 17
6.7 Private Sales 18
6.8 Deficiency 18
{/TABLE}
i
{PAGE}
SECTION 7. THE COLLATERAL AGENT 18
7.1 Collateral Agent's Appointment as Attorney-in-Fact, etc 18
7.2 Duty of Collateral Agent 20
7.3 Execution of Financing Statements 20
7.4 Authority of Collateral Agent 20
7.5 Appointment of Collateral Agent 20
SECTION 8. MISCELLANEOUS 22
8.1 Amendments in Writing 22
8.2 Notices 22
8.3 No Waiver by Course of Conduct; Cumulative Remedies 23
8.4 Enforcement Expenses; Indemnification 23
8.5 Successors and Assigns 23
8.6 Set-Off 23
8.7 Counterparts 24
8.8 Severability 24
8.9 Section Headings 24
8.10 Integration 24
8.11 GOVERNING LAW 24
8.12 Submission To Jurisdiction; Waivers 24
8.13 Acknowledgements 25
8.14 Additional Grantors 25
8.15 Releases 25
8.16 WAIVER OF JURY TRIAL 25
SCHEDULES
Schedule 1 Notice Addresses
Schedule 2 Perfection Matters
Schedule 3 Jurisdictions of Organization and Chief Executive Offices
ii
{PAGE}
GUARANTEE AND COLLATERAL AGREEMENT
GUARANTEE AND COLLATERAL AGREEMENT, dated as of January 31, 2003, as
amended and restated as of February 14, 2003, made by each of the signatories
hereto (together with any other entity that may become a party hereto as
provided herein, the "Grantors"), in favor of JPMorgan Chase Bank, as Collateral
Agent (in such capacity, the "Collateral Agent") for the Secured Parties (as
hereinafter defined)
W I T N E S S E T H:
WHEREAS, certain of the Grantors and JPMorgan Chase Bank, as administrative
agent, are parties to the Guarantee and Collateral Agreement dated as of January
31, 2003 (the "Original Guarantee and Collateral Agreement");
WHEREAS, the parties to the Original Guarantee and Collateral Agreement
desire to amend and restate the Original Guarantee and Collateral Agreement
pursuant to this Agreement in order to, among other things (i) include the
Synthetic Guarantee Obligations (as hereinafter defined) as obligations which
are secured and guaranteed hereunder and (ii) cause JPMorgan Chase Bank to agree
to act as collateral agent for the benefit of the Secured Parties (as
hereinafter defined);
WHEREAS, pursuant to the Amendment dated as of January 31, 2003 the
Guarantors are required to enter into this Agreement on or before February 14,
2003;
WHEREAS, Hanover Compressor Company ("Holdings") and Hanover Compression
Limited Partnership (formerly known as Hanover Compression Inc.) ("HCC") are
parties to the Transaction Documents (as hereinafter defined), pursuant to which
the Secured Parties have made extensions of credit to HCC upon the terms and
subject to the conditions set forth therein;
WHEREAS, the Grantors have requested that the Secured Parties continue
making loans and other financial accommodations available to HCC;
WHEREAS, Holdings is a member of an affiliated group of companies that
includes each other Grantor;
WHEREAS, the proceeds of the extensions of credit under the Transaction
Documents have been and will continue to be used in part to enable HCC to make
valuable transfers to one or more of the other Grantors in connection with the
operation of their respective businesses;
WHEREAS, HCC and the other Grantors are engaged in related businesses, and
each Grantor will derive substantial direct and indirect benefit from the
continued making of the extensions of credit under the Transaction Documents;
and
NOW, THEREFORE, in consideration of the premises and to induce the
Collateral Agent and the Lenders to continue to make their respective extensions
of credit to HCC under the Transaction Documents and to satisfy the requirements
of the Amendment, the Original Guarantee and Collateral Agreement is hereby
amended and restated, as follows:
{PAGE}
SECTION 1. DEFINED TERMS
1.1 Definitions. (a) Unless otherwise defined herein, terms defined in the
Senior Credit Agreement are used herein as therein defined, and the following
terms are used herein as defined in the New York UCC: Accounts, Certificated
Security, Chattel Paper, Commercial Tort Claims, Documents, Equipment, Farm
Products, General Intangibles, Instruments, Inventory, Letter-of-Credit Rights
and Supporting Obligations.
(b) The following terms shall have the following meanings:
"Agreement": the Original Guarantee and Collateral Agreement, as
amended and restated by this Guarantee and Collateral Agreement, as the
same may be further amended, supplemented or otherwise modified from time
to time.
"Collateral": as defined in Section 3.
"Collateral Account": any collateral account established by the
Collateral Agent as provided in Section 6.1 or 6.4.
"Copyrights": (i) all copyrights arising under the laws of the United
States, any other country or any political subdivision thereof, whether
registered or unregistered and whether published or unpublished, all
registrations and recordings thereof, and all applications in connection
therewith, including, without limitation, all registrations, recordings and
applications in the United States Copyright Office, and (ii) the right to
obtain all renewals thereof.
"Copyright Licenses": any written agreement naming any Grantor as
licensor or licensee, granting any right under any Copyright, including,
without limitation, the grant of rights to manufacture, distribute, exploit
and sell materials derived from any Copyright.
"Event of Default": as defined n the Senior Credit Agreement.
"Excluded Equipment Lease Property": any property or assets of any
Grantor that is subject to a Lien that secures any Equipment Lease
Transaction. Notwithstanding anything to the contrary contained herein, it
is intended that the Excluded Equipment Lease Property shall in no event be
pledged hereunder or required to be pledged hereunder as long as such
Property secures an Equipment Lease Transaction.
"Excluded Foreign Subsidiary Stock": any shares of Capital Stock of
Foreign Subsidiaries exceeding 66% of the outstanding voting Capital Stock
of each Foreign Subsidiary. Notwithstanding anything to the contrary
contained herein, it is intended that such Excluded Foreign Subsidiary
Stock shall in no event be pledged hereunder or required to be pledged
hereunder.
"Default": any default or event of default under any Transaction
Document.
"Deposit Account": as defined in the Uniform Commercial Code of any
applicable jurisdiction and, in any event, including, without limitation,
any demand, time, savings, passbook or like account maintained with a
depositary institution.
"Derivatives Agreements": any agreement entered into by Holdings or
any of its Subsidiaries pursuant to Subsection 8.9 of the Senior Credit
Agreement or pursuant to Subsection 11.9 of any Synthetic Guarantee.
246811
|
Hanover
As referenced in this Guarantee and Collateral Agreement [Amended and Restated]:
HANOVER COMPRESSION LIMITED PARTNERSHIP
– dex106.txt
{DESCRIPTION}GUARANTEE & COLLATERAL AGREEMENT
{TEXT}
{PAGE}
Exhibit 10.6
AMENDED AND RESTATED GUARANTEE AND COLLATERAL AGREEMENT
made by
HANOVER COMPRESSOR COMPANY
HANOVER COMPRESSION LIMITED PARTNERSHIP
and certain of their Subsidiaries
in favor of
JPMORGAN CHASE BANK,
as Collateral Agent
Dated as of January 31, 2003,
as amended
_____________
Hanover Compression
Limited Partnership – 31, 2003 the
Guarantors are required to enter into this Agreement on or before February 14,
2003;
WHEREAS, Hanover Compressor Company ("Holdings") and Hanover Compression
Limited Partnership (formerly known as Hanover Compression Inc.) ("HCC") are
parties to the Transaction Documents (as hereinafter defined), pursuant to which
the Secured Parties
_____________
HANOVER COMPRESSION LIMITED PARTNERSHIP
– of the date first
above written.
HANOVER COMPRESSOR COMPANY
By: /s/ John E. Jackson
Name: John E. Jackson
Title: Senior Vice President & CFO
HANOVER COMPRESSION LIMITED PARTNERSHIP
By: /s/ John E. Jackson
Name: John E. Jackson
Title: Senior Vice President & CFO
{PAGE}
ENERGY TRANSFER - HANOVER VENTURE L.P.
GULF
_____________
Hanover Compression
Limited Partnership – ascribed to them in such Senior Credit
Agreement.
W I T N E S S E T H :
WHEREAS, Hanover Compressor Company ("Holdings"), Hanover Compression
Limited Partnership ("HCC") and the Secured Parties have entered into the
Transaction Documents (as defined in the Guarantee and Collateral Agreement
referred to below);
_____________
dt 100554
;
Citibank
As referenced in this Guarantee and Collateral Agreement [Amended and Restated]:
Citibank, N.A. – 2000B Lenders, and together with the 1999A
Lenders and the 2000A Lenders, the "Synthetic Lease Lenders"), National
Westminster Bank PLC, as managing agent, Citibank, N.A. , Credit Suisse
First Boston and The Industrial Bank of Japan, Ltd., as co-agents and The
Chase Manhattan Bank, as agent (each
_____________
dt 146626
;
HCC
As referenced in this Guarantee and Collateral Agreement [Amended and Restated]:
HANOVER COMPRESSOR – AGREEMENT
{TEXT}
{PAGE}
Exhibit 10.6
AMENDED AND RESTATED GUARANTEE AND COLLATERAL AGREEMENT
made by
HANOVER COMPRESSOR COMPANY
HANOVER COMPRESSION LIMITED PARTNERSHIP
and certain of their Subsidiaries
in favor of
JPMORGAN CHASE
_____________
Hanover Compressor – Guarantors are required to enter into this Agreement on or before February 14,
2003;
WHEREAS, Hanover Compressor Company ("Holdings") and Hanover Compression
Limited Partnership (formerly known as Hanover Compression Inc.) ("HCC") are
_____________
HANOVER COMPRESSOR – Collateral Agreement to be duly executed and delivered as of the date first
above written.
HANOVER COMPRESSOR COMPANY
By: /s/ John E. Jackson
Name: John E. Jackson
Title: Senior Vice President & CFO
_____________
HANOVER COMPRESSOR – INC.
HANOVER ASIA, INC.
HANOVER AUSTRALIA, L.L.C.
HANOVER COMPRESSED NATURAL GAS SERVICES, LLC
HANOVER COMPRESSOR NIGERIA, INC.
HANOVER COMPRESSION GENERAL HOLDINGS LLC
HANOVER COMPRESSOR CAPITAL TRUST
[HANOVER ECUADOR L.L.
_____________
HANOVER COMPRESSOR – HANOVER COMPRESSED NATURAL GAS SERVICES, LLC
HANOVER COMPRESSOR NIGERIA, INC.
HANOVER COMPRESSION GENERAL HOLDINGS LLC
HANOVER COMPRESSOR CAPITAL TRUST
[HANOVER ECUADOR L.L.C.]
HANOVER GENERAL ENERGY TRANSFER, LLC
HANOVER HL HOLDINGS,
_____________
dt 74946
;
|
Nova Scotia
As referenced in this Guarantee and Collateral Agreement [Amended and Restated]:
Bank of Nova Scotia, – time parties thereto (the
"2000A Lenders"), Industrial Bank of Japan, LTD., as syndication agent, The
Bank of Nova Scotia, as documentation agent and The Chase Manhattan Bank,
as agent and (iii) the Credit
. . .
dt 72370
;
Chase Manhattan
As referenced in this Guarantee and Collateral Agreement [Amended and Restated]:
Chase Manhattan Bank, – Equipment Trust 1999A, as borrower, the several
lenders from time to time parties thereto (the "1999A Lenders"), the
managing agents thereto and The Chase Manhattan Bank, as agent, (ii) the
Credit Agreement dated as of March 13, 2000 (as amended, supplemented or
otherwise modified from time to time),
_____________
Chase Manhattan Bank, – parties thereto (the
"2000A Lenders"), Industrial Bank of Japan, LTD., as syndication agent, The
Bank of Nova Scotia, as documentation agent and The Chase Manhattan Bank,
as agent and (iii) the Credit Agreement dated as of October 27, 2000 (as
amended, supplemented or otherwise modified from time to
_____________
Chase Manhattan Bank, – PLC, as managing agent, Citibank, N.A., Credit Suisse
First Boston and The Industrial Bank of Japan, Ltd., as co-agents and The
Chase Manhattan Bank, as agent (each a "Synthetic Credit Agreement" and,
collectively, the "Synthetic Credit Agreements").
"Synthetic Guarantee Obligations": all obligations and liabilities of
HCC (
_____________
Chase Manhattan Bank, – time), made by Holdings,
HCC, and certain of their subsidiaries listed on the signature pages, in
favor of Hanover Equipment Trust 1999A, The Chase Manhattan Bank, as agent,
and certain lenders and investors, (ii) the Guarantee dated as of March 13,
2000 (as amended, supplemented or otherwise modified
_____________
Chase Manhattan Bank, – made by Holdings, HCC and certain of their subsidiaries listed on the
signature pages thereto, in favor of Hanover Equipment Trust 2000A, The
Chase Manhattan Bank, as agent, and certain lenders and investors and (iii)
the Guarantee dated as of October 27, 2000 (as amended, supplemented or
otherwise
_____________
dt 102524
;
More... |
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Guarantee and Collateral Agreement
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Doc #246839: Click preview link for longer preview.
GUARANTEE AND COLLATERAL AGREEMENT
made by
HANOVER COMPRESSOR COMPANY
HANOVER COMPRESSION LIMITED PARTNERSHIP
and certain of their Subsidiaries
in favor of
JPMORGAN CHASE BANK,
as Administrative Agent
Dated as of January 31, 2003
TABLE OF CONTENTS
Page
SECTION 1.
DEFINED TERMS
1
1.1
Definitions
1
1.2
Other . . .
246839
|
Hanover
As referenced in this Guarantee and Collateral Agreement:
HANOVER COMPRESSION LIMITED PARTNERSHIP – Agreement
EX-10.81 4 dex1081.htm GUARANTEE AND COLLATERAL AGREEMENT
Exhibit 10.81
GUARANTEE AND COLLATERAL AGREEMENT
made by
HANOVER COMPRESSOR COMPANY
HANOVER COMPRESSION LIMITED PARTNERSHIP
and certain of their Subsidiaries
in favor of
JPMORGAN CHASE BANK,
as Administrative Agent
Dated as of January 31, 2003
TABLE OF
_____________
Hanover Compression Limited Partnership – 2001 (as may be further amended, supplemented or otherwise modified from time to time, the Senior Credit Agreement), among Hanover Compressor Company (Holdings), Hanover Compression Limited Partnership (formerly known as Hanover Compression Inc.) (HCC), the Lenders and the Administrative Agent.
WITNESSETH:
WHEREAS, pursuant to the Senior Credit Agreement, the
_____________
HANOVER COMPRESSION LIMITED PARTNERSHIP
– as of the date first above written.
HANOVER COMPRESSOR COMPANY
By:
/s/ Mark S. Berg
Name: Mark S. Berg
Title: Senior Vice President
HANOVER COMPRESSION LIMITED PARTNERSHIP
By:
/s/ Mark S. Berg
Name: Mark S. Berg
Title: Senior Vice President
GULF COAST DISMANTLING, INC.
HANOVER ASIA, INC.
HANOVER AUSTRALIA,
_____________
dt 100563
;
HCC
As referenced in this Guarantee and Collateral Agreement:
HANOVER COMPRESSOR – dex1081.htm GUARANTEE AND COLLATERAL AGREEMENT
Exhibit 10.81
GUARANTEE AND COLLATERAL AGREEMENT
made by
HANOVER COMPRESSOR COMPANY
HANOVER COMPRESSION LIMITED PARTNERSHIP
and certain of their Subsidiaries
in favor of
JPMORGAN CHASE
_____________
Hanover Compressor – further amended, supplemented or otherwise modified from time to time, the Senior Credit Agreement), among Hanover Compressor Company (Holdings), Hanover Compression Limited Partnership (formerly known as Hanover Compression Inc.) (HCC), the Lenders
_____________
HANOVER COMPRESSOR – Collateral Agreement to be duly executed and delivered as of the date first above written.
HANOVER COMPRESSOR COMPANY
By:
/s/ Mark S. Berg
Name: Mark S. Berg
Title: Senior Vice President
HANOVER
_____________
HANOVER COMPRESSOR – INC.
HANOVER ASIA, INC.
HANOVER AUSTRALIA, L.L.C.
HANOVER COMPRESSED NATURAL GAS SERVICES, LLC
HANOVER COMPRESSOR NIGERIA, INC.
HANOVER ECUADOR L.L.C.
HANOVER GENERAL ENERGY TRANSFER, LLC
HANOVER IDR, INC.
_____________
Hanover Compressor – MARK S. BERG
Name: Mark S. Berg
Title: Senior Vice President
HANOVER SPE, LLC
By:
Hanover Compressor Company, the managing member
By:
/S/ MARK S. BERG
Name: Mark S. Berg
Title: Senior
_____________
dt 74974
;
|
JPMorgan Chase
As referenced in this Guarantee and Collateral Agreement:
JPMORGAN CHASE – HANOVER COMPRESSOR COMPANY
HANOVER COMPRESSION LIMITED PARTNERSHIP
and certain of their Subsidiaries
in favor of
JPMORGAN CHASE BANK,
as Administrative Agent
Dated as of January 31, 2003
TABLE OF CONTENTS
Page
SECTION
_____________
JPMorgan Chase – entity that may become a party hereto as provided herein, the Grantors), in favor of JPMorgan Chase Bank, as Administrative Agent (in such capacity, the Administrative Agent) for the banks and other
_____________
dt 73838
|
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Guarantee and Collateral Agreement
Guarantee and Collateral Agreement (92K)
Doc #1006433: Click preview link for longer preview.
exv10w4
Exhibit
10.4
GUARANTEE AND COLLATERAL AGREEMENT
made by
HANOVER COMPRESSOR COMPANY
HANOVER COMPRESSION LIMITED PARTNERSHIP
and certain of their Subsidiaries
in favor of
JPMORGAN CHASE BANK, N.A.,
as Administrative Agent
Dated as of November 21, 2005
TABLE OF CONTENTS
. . .
1006433
|
Hanover
As referenced in this Guarantee and Collateral Agreement:
HANOVER COMPRESSION LIMITED –
exv10w4
Exhibit
10.4
GUARANTEE AND COLLATERAL AGREEMENT
made by
HANOVER COMPRESSOR COMPANY
HANOVER COMPRESSION LIMITED PARTNERSHIP
and certain of their Subsidiaries
in favor of
JPMORGAN CHASE BANK, N.A.,
as Administrative Agent
Dated as of November 21, 2005
TABLE OF CONTENTS
Page
SECTION 1.
DEFINED
_____________
Hanover Compression Limited – dated as of November 21, 2005 (as may be amended,
supplemented or otherwise modified from time to time, the “Credit Agreement”), among
Hanover Compressor Company (“Hanover”), Hanover Compression Limited Partnership
(“HCLP”; Hanover and HCLP being collectively referred to herein as the
“Borrowers”), the banks and other financial institutions parties thereto from time to time
(the &#
_____________
HANOVER COMPRESSION LIMITED
– executed and delivered as of the date first above written.
HANOVER COMPRESSOR COMPANY
By:
/s/ LEE E. BECKELMAN
Name: Lee E. Beckelman
Title: Senior Vice President and Chief Financial Officer
HANOVER COMPRESSION LIMITED
PARTNERSHIP
By:
/s/ LEE E. BECKELMAN
Name: Lee E. Beckelman
Title: Senior Vice President and
Chief Financial Officer
Signature Page to
Guarantee and Collateral Agreement
EQUITY LEASING CORPORATION
ENERGY
_____________
Hanover Compression Limited
– defined herein shall have the meaning
ascribed to them in such Credit Agreement.
W I T N E S S E T H
:
WHEREAS, Hanover Compressor Company (“Hanover”), Hanover Compression Limited
Partnership (“HCLP”) and the Secured Parties have entered into the Loan Documents (as
defined in the Guarantee and Collateral Agreement referred to below);
WHEREAS, in connection with the
_____________
dt 1540437
;
Royal Bank
As referenced in this Guarantee and Collateral Agreement:
Royal Bank of Scotland plc, – Hanover and HCLP being collectively referred to herein as the
“Borrowers”), the banks and other financial institutions parties thereto from time to time
(the “Lenders”), The Royal Bank of Scotland plc, as syndication agent and JPMorgan Chase
Bank, N.A. as administrative agent, whether or not with the same parties, the Lenders have
severally agreed to make extensions of credit
_____________
dt 1500306
;
|
JPMorgan Chase
As referenced in this Guarantee and Collateral Agreement:
JPMORGAN CHASE BANK, –
exv10w4
Exhibit
10.4
GUARANTEE AND COLLATERAL AGREEMENT
made by
HANOVER COMPRESSOR COMPANY
HANOVER COMPRESSION LIMITED PARTNERSHIP
and certain of their Subsidiaries
in favor of
JPMORGAN CHASE BANK, N.A.,
as Administrative Agent
Dated as of November 21, 2005
TABLE OF CONTENTS
Page
SECTION 1.
DEFINED TERMS
1
1.1
Definitions
1
1.2
Other Definitional Provisions
_____________
JPMorgan Chase Bank, – 21, 2005, made by each of the
signatories hereto (together with any other entity that may become a party hereto as provided
herein, the “Grantors”), in favor of JPMorgan Chase Bank, N.A., as Administrative Agent (in
such capacity, the “Administrative Agent”) for the Secured Parties (as hereinafter
defined).
W I T N E S S E T
_____________
JPMorgan Chase
Bank, – the
“Borrowers”), the banks and other financial institutions parties thereto from time to time
(the “Lenders”), The Royal Bank of Scotland plc, as syndication agent and JPMorgan Chase
Bank, N.A. as administrative agent, whether or not with the same parties, the Lenders have
severally agreed to make extensions of credit to the Borrowers upon the terms and
_____________
JPMorgan Chase Bank, – receipt of a copy of the Guarantee and Collateral
Agreement dated as of November 21, 2005 (the “Agreement”), made by the Grantors parties
thereto for the benefit of JPMorgan Chase Bank, N.A., as Administrative Agent. The undersigned
agrees for the benefit of the Administrative Agent and the Secured Parties as follows:
1. The undersigned will be bound by the
_____________
JPMorgan Chase Bank, – 95;_____________________(the “Additional Grantor”), in favor of JPMorgan Chase Bank,
N.A., as Administrative Agent (in such capacity, the “Administrative Agent”) for the banks
and other financial institutions or entities (the “Secured Parties”) parties to
_____________
dt 1405971
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Guarantee
Guarantee (25K)
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HANOVER GUARANTEE
HANOVER GUARANTEE, dated as of December 15, 2003, made by HANOVER
COMPRESSOR COMPANY (the "Guarantor"), in favor of JPMORGAN CHASE BANK, as (in
such capacity, the " ") for the lenders (the "Lenders") parties to the Credit
Agreement, dated as of December 15, 2003 (as may be amended, supplemented or
otherwise modified from time to time, the "Credit Agreement"), among the
Guarantor, Hanover Compression Limited Partnership, a Delaware limited
partnership ("HCLP"), the Lenders, Bank One, NA, as syndication agent and the
Administrative Agent.
W I T N E S S E T H:
WHEREAS, pursuant to the Credit Agreement, the Lenders have severally
agreed to make Loans to HCLP upon the terms and subject to the conditions set
forth therein, to be evidenced by the Notes issued by HCLP under the Credit
Agreement;
WHEREAS, it is a condition precedent to the obligation of the Lenders
to continue to make their respective Loans to HCLP under the Credit Agreement
that the Guarantor shall have executed and delivered this Guarantee to the
Administrative Agent for the ratable benefit of the Lenders.
NOW, THEREFORE, in consideration of the premises and to induce the
Administrative Agent and the Lenders to enter into the Credit Agreement and to
induce the Lenders to make their respective loans to HCLP under the Credit
Agreement, the Guarantor hereby agrees with the Administrative Agent, for the
ratable benefit of the Lenders, as follows:
1. Defined Terms. (a) Unless otherwise defined herein, terms
defined in the Credit Agreement and used herein shall have the meanings given to
them in the Credit Agreement.
(b) As used herein, "Obligations" means the collective reference
to the unpaid principal of and interest on the Notes and all other obligations
and liabilities of HCLP to the Administrative Agent or the Lenders (including,
without limitation, interest accruing at the then applicable rate provided in
the Credit Agreement after the maturity of the Loans and interest accruing at
the then applicable rate provided in the Credit Agreement after the filing of
any petition in bankruptcy, or the commencement of any insolvency,
reorganization or like proceeding, relating to HCLP, whether or not a claim for
post-filing or post-petition interest is allowed in such proceeding), whether
direct or indirect, absolute or contingent, due or to become due, now existing
or hereafter incurred, which may arise under, out of, or in connection with, the
Credit Agreement, the Notes, the Letters of Credit, the other Loan Documents or
any other document made, delivered or given in connection therewith, whether on
account of principal, interest, reimbursement obligations, fees, indemnities,
costs, expenses or otherwise (including, without limitation, all fees and
disbursements of counsel to the Administrative Agent or to the
{PAGE}
2
Lenders that are required to be paid by HCLP or the Guarantor pursuant to the
terms of the Credit Agreement or this Agreement or any other Loan Document).
(c) The words "hereof," "herein" and "hereunder" and words of
similar import when used in this Guarantee shall refer to this Guarantee as a
whole and not to any particular provision of this Guarantee, and section and
paragraph references are to this Guarantee unless otherwise specified.
(d) The meanings given to terms defined herein shall be equally
applicable to both the singular and plural forms of such terms.
2. Guarantee. (a) Subject to the provisions of paragraph
2(b), the Guarantor hereby, unconditionally and irrevocably, guarantees to the
Administrative Agent, for the ratable benefit of the Lenders and their
respective successors, indorsees, transferees and assigns, the prompt and
complete payment and performance by HCLP when due (whether at the stated
maturity, by acceleration or otherwise) of the Obligations.
(b) Anything herein or in any other Loan Document to the contrary
notwithstanding, the maximum liability of the Guarantor hereunder and under the
other Loan Documents shall in no event exceed the amount which can be guaranteed
by the Guarantor under applicable federal and state laws relating to the
insolvency of debtors.
(c) The Guarantor further agrees to pay any and all expenses
(including, without limitation, all fees and disbursements of counsel) which may
be paid or incurred by the Administrative Agent or any Lender in enforcing, or
obtaining advice of counsel in respect of, any rights with respect to, or
collecting, any or all of the Obligations and/or enforcing any rights with
respect to, or collecting against, the Guarantor under this Guarantee. This
Guarantee shall remain in full force and effect until the Obligations are paid
in full and the Commitments are terminated, notwithstanding that from time to
time prior thereto HCLP may be free from any Obligations.
(d) The Guarantor agrees that the Obligations may at any time and
from time to time exceed the amount of the liability of the Guarantor hereunder
without impairing this Guarantee or affecting the rights and remedies of the
Administrative Agent or any Lender hereunder.
(e) No payment or payments made by HCLP, the Guarantor, any other
guarantor or any other Person or received or collected by the Administrative
Agent or any Lender from HCLP, the Guarantors, any other guarantor or any other
Person by virtue of any action or proceeding or any set-off or appropriation or
application at any time or from time to time in reduction of or in payment of
the Obligations shall be deemed to modify, reduce, release or otherwise affect
the liability of the Guarantor hereunder which shall, notwithstanding any such
payment or payments other than payments made by the Guarantor in respect of the
Obligations or payments received or collected from the Guarantor in respect of
the Obligations, remain liable for the Obligations up to the maximum liability
of the Guarantor hereunder until the Obligations are paid in full and the
Commitments are terminated.
3. Right of Set-off. Upon the occurrence and during the
continuance of any Event of Default, the Guarantor hereby irrevocably authorizes
each Lender at any time and from time to
246739
|
Hanover
As referenced in this Guarantee:
Hanover Compression Limited Partnership, – as of December 15, 2003 (as may be amended, supplemented or
otherwise modified from time to time, the "Credit Agreement"), among the
Guarantor, Hanover Compression Limited Partnership, a Delaware limited
partnership ("HCLP"), the Lenders, Bank One, NA, as syndication agent and the
Administrative Agent.
W I T N E
_____________
dt 100543
;
HCC
As referenced in this Guarantee:
HANOVER
COMPRESSOR – EXHIBIT 10.6
HANOVER GUARANTEE
HANOVER GUARANTEE, dated as of December 15, 2003, made by HANOVER
COMPRESSOR COMPANY (the "Guarantor"), in favor of JPMORGAN CHASE BANK, as (in
such capacity, the " ") for
_____________
HANOVER COMPRESSOR – delivered by its duly authorized officer as of the day
and year first above written.
HANOVER COMPRESSOR COMPANY
By: /S/ John E. Jackson
------------------------------------
Name: John E. Jackson
Title: Senior Vice President and
_____________
dt 74883
;
|
Bank One
As referenced in this Guarantee:
Bank One, NA – otherwise modified from time to time, the "Credit Agreement"), among the
Guarantor, Hanover Compression Limited Partnership, a Delaware limited
partnership ("HCLP"), the Lenders, Bank One, NA , as syndication agent and the
Administrative Agent.
W I T N E S S E T H:
WHEREAS, pursuant to the Credit
_____________
dt 100416
;
JPMorgan Chase
As referenced in this Guarantee:
JPMORGAN CHASE – as of December 15, 2003, made by HANOVER
COMPRESSOR COMPANY (the "Guarantor"), in favor of JPMORGAN CHASE BANK, as (in
such capacity, the " ") for the lenders (the "Lenders") parties to the Credit
_____________
dt 73824
|
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Guarantee
Guarantee (47K)
Doc #246903: Click preview link for longer preview.
GUARANTEE
GUARANTEE dated as of August 31, 2001, made by HANOVER COMPRESSION
LIMITED PARTNERSHIP, a Delaware limited partnership; HANOVER COMPRESSOR COMPANY,
a Delaware corporation; HANOVER APPLIED PROCESS SOLUTIONS, INC., a Delaware
corporation; EUREKA ENERGY LIMITED PARTNERSHIP, a Delaware limited partnership;
HANOVER ACQUISITION LIMITED PARTNERSHIP, a Delaware limited partnership; HANOVER
COMPRESSOR LIMITED HOLDINGS LLC, a Delaware limited liability company; HANOVER
LAND LIMITED PARTNERSHIP, a Delaware limited partnership; HANOVER MAINTECH
LIMITED PARTNERSHIP, a Delaware limited partnership; HANOVER/SMITH LIMITED
PARTNERSHIP, a Delaware limited partnership; HANOVER OEC COMPRESSION
CORPORATION, an Oklahoma corporation; PRODUCTION OPERATORS CORPORATION, a
Delaware corporation; and PRODUCTION OPERATORS, INC., a Florida corporation
(individually, a "Guarantor" and collectively, the "Guarantors"), in favor of
the Beneficiaries (as hereinafter defined).
Preliminary Statement
---------------------
The Guarantors wish to induce (i) Hanover Equipment Trust 2001A (the
"Lessor") to enter into this Guarantee and the other Operative Agreements to
which it is a party; (ii) the Securityholders to purchase the Securities; and
(iii) the Certificate Holders to make the Certificate Holder Contributions and
to enter into the Trust Agreement, the Participation Agreement (as hereinafter
defined) and the other Operative Agreements to which they are a party.
NOW, THEREFORE, in consideration of the premises contained herein and
to induce (i) the Lessor to enter into this Guarantee and the other Operative
Agreements to which it is a party; (ii) the Securityholders to purchase the
Securities; and (iii) the Certificate Holders to make the Certificate Holder
Contributions and to enter into the Trust Agreement, the Participation Agreement
and the other Operative Agreements to which it is a party, the Guarantors hereby
agree for the benefit of the Lessor, the Collateral Agent, the Securityholders,
the Indenture Trustee and the Certificate Holders, and their respective
successors and assigns (individually a "Beneficiary" and collectively, the
"Beneficiaries"), as follows:
1. Defined Terms. (a) Capitalized terms not otherwise defined herein
(including in the Preliminary Statement) shall have the meanings ascribed to
them in Annex A to the Participation Agreement dated as of the date hereof among
Hanover Compression Limited Partnership (the "Lessee"), the Lessor, the
Certificate Holders, the Guarantors, Indenture Trustee, Collateral Agent and the
Trust Company, as the same may from time to time be amended, supplemented or
otherwise modified (the "Participation Agreement").
(b) As used herein, the following terms shall have the following
meanings:
"Contribution Obligations" means the collective reference to the
outstanding amount of the Certificate Holder Contributions and the Certificate
Holder Yield with respect thereto and all rights of the Certificate Holders to
receive payments under the Trust Agreement and any of the other Operative
Agreements.
{PAGE}
2
"Guaranteed Obligations" means the collective reference to (i) the
Security Obligations, (ii) the Contribution Obligations and (iii) the Lease
Obligations and, with respect to each such obligation, interest accruing thereon
at the applicable rate provided in the Operative Agreements before and after
maturity and interest accruing at the then applicable rate provided in the
Operative Agreements after the filing of any petition in bankruptcy, or the
commencement of an insolvency, reorganization or like proceeding, whether or not
a claim for post-filing or post-petition interest is allowed in such proceeding
and whether such obligations are direct or indirect, absolute or contingent, due
or to become due, or now existing or hereinafter incurred, which may arise,
under, out of or in connection with any of the Operative Agreements, any other
document made, delivered or given in connection therewith, in each case whether
on account of principal, interest, Certificate Holder Contributions or
Certificate Holder Yield, reimbursement obligations, fees, indemnities, costs,
expenses, or payment obligations (including, without limitation, all fees and
disbursements of counsel to any of the Beneficiaries that are required to be
paid by Hanover pursuant to the terms of the Operative Agreements).
"Lease Obligations" means the collective reference to the payment
obligations and undertakings applicable to the Lessee contained in or arising
under the Lease or any of the other Operative Agreements to which the Lessee is
a party, including, but not limited to, the full and punctual payment by the
Lessee, when due, of any and all Rent, the payments required pursuant to Section
17.2 and 17.3 of the Lease, the Purchase Option Price and the Final Rent
Payment.
"Security Obligations" means the c |