EXHIBIT 4.8
THIS SECURITY IS IN GLOBAL FORM WITHIN THE MEANING of THE INDENTURE HEREINAFTER
REFERRED TO AND IS REGISTERED IN THE NAME OF A COMMON DEPOSITARY OR A U.S.
DEPOSITARY. UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR SECURITIES
IN CERTIFICATED FORM, THIS SECURITY MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY
THE COMMON DEPOSITARY OR A U.S. DEPOSITARY OR BY A NOMINEE OF THE COMMON
DEPOSITARY OR A NOMINEE OF THE U.S. DEPOSITARY AS THE CASE MAY BE.
HANOVER COMPRESSOR COMPANY
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CUSIP No. 410768 AC 9
Reg. No. 0001 $192,000,000
HANOVER COMPRESSOR COMPANY, a corporation duly organized and
existing under the laws of the State of Delaware (herein called the "Company,"
which term includes any successor corporation under the Indenture hereinafter
referred to), for value received, hereby promises to pay to CEDE & CO., or
registered assigns, the principal sum of One Hundred Ninety Two Million Dollars
($192,000,000) on March 15, 2008, and to pay interest thereon from March 21,
2001 or from the most recent Interest Payment Date to which interest has been
paid or duly provided for, semi-annually on March 15 and September 15 in each
year, commencing September 15, 2001, at the rate of 4.75% per annum, until the
principal hereof is paid or made available for payment. The interest so payable,
and punctually paid or duly provided for, on any Interest Payment Date will, as
provided in such Indenture, be paid to the Person in whose name this Security
(or one or more Predecessor Securities) is registered at the close of business
on the Regular Record Date for such interest, which shall be the March 1 or
September 1 (whether or not a Business Day), as the case may be, next preceding
such Interest Payment Date. Any such interest not so punctually paid or duly
provided for will forthwith cease to be payable to the Holder on such Regular
Record Date and may either be paid to the Person in whose name this Security (or
one or more Predecessor Securities) is registered at the close of business on a
Special Record Date for the payment of such Defaulted Interest to be fixed by
the Trustee, notice whereof shall be given to Holders of Securities of this
series not less than 10 days prior to such Special Record Date, or be paid at
any time in any other lawful manner not inconsistent with the requirements of
any securities exchange on which the Securities of this series may be listed,
and upon such notice as may be required by such exchange, all as more fully
provided in said Indenture.
Payment of the principal of (and premium, if any) on this
Security may be made at the office or agency of the Company maintained for that
purpose in the Borough of Manhattan, the City of New York, in Dollars, by Dollar
check mailed to the address of the Per\son entitled thereto as such address
shall appear in the Security Register or by transfer to a Dollar account.
Payment of interest on this Security may be made at the office or agency of the
Company maintained for that purpose in the Borough of Manhattan, the City of New
York, in Dollars, by Dollar check mailed to the address of the Person entitled
there to as such address shall
appear in the Security Register or, upon written application by the Holder to
the Security Registrar setting forth wire instructions not later than the
relevant Regular Record Date or Special Record Date, as the case may be, by
transfer to a Dollar account; provided, however, that transfers to Dollar
accounts will be made only to Holders of an aggregate principal amount of
Securities in excess of $2,000,000.
Reference is hereby made to the further provisions of this
Security set forth on the reverse hereof, which further provisions shall for all
purposes have the same effect as if set forth at this place.
Unless the certificate of authentication hereon has been
executed by the Trustee referred to on the reverse hereof by manual signature,
this Security shall not be entitled to any benefit under the Indenture or be
valid or obligatory for any purpose.
IN WITNESS WHEREOF, the Company has caused this instrument to
be duly executed under its corporate seal.
Dated: March 21,2001
HANOVER COMPRESSOR COMPANY
[SEAL]
By:
-------------------------
Name:
Title:
Attest:
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Name:
Title:
This is one of the Securities of the series designated therein
referred to in the within-mentioned Indenture.
Wilmington Trust Company,
As Trustee
By:
-------------------------
Authorized Signatory
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[Reverse of Security]
This Security is one of a duly authorized issue of securities
of the company (herein called the "Securities"), issued and to be issued in one
or more Series under [ILLEGIBLE] dated as of March 15, 2001 (herein called the
"Indenture"), between the Company and Wilmington Trust Company, as Trustee
(herein called the "Trustee," which term [ILLEGIBLE] successor trustee under the
Indenture), to which Indenture and all indentures [ILLEGIBLE] thereto Reference
is hereby made for a statement of the respective rights, limitations of
[ILLEGIBLE] duties and immunities thereunder of the Company, the Trustee and the
Holders of the [ILLEGIBLE] and of the terms upon which the Securities are, and
are to be, authenticated and delivered. This Security is one of the series
designated on the face hereof, limited in aggregate principal amount to
$192,000,000.
The Securities of this series are subject to redemption upon
not less than 30 nor more than 60 days' notice by first class mail, at any time
on or after March 15, 2004, as a whole or in part, at the election of the
Company, at the following Redemption Prices (expressed as percentages of the
principal amount):
If redeemed during the 12-month period beginning on:
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Year Redemption price
----------------------------------
March l5, 2004 102.714%
March 15, 2005 102.036%
March 15, 2006 101.357%
March 15, 2007 100.679%
and thereafter at a Redemption Price equal to 100% of the principal amount,
together in the case of any such redemption with accrued and unpaid interest to
the Redemption Date, but interest installments whose Stated Maturity is on or
prior to such Redemption Date will be payable to the Holders of such Securities,
or one or more Predecessor Securities, of record at the close of business on the
relevant Record Dates referred to on the face hereof, all as provided in the
Indenture.
Subject to and upon compliance with the provisions of the
Indenture, the Holder of this Security is entitled, at such Holder's option, at
any time following the original issue date of the Securities of this series and
on or before the close of business on the Business Day immediately preceding
March 15, 2008, or in case this Security or a portion hereof is called for
redemption or the Holder hereof has exercised his or her right to require the
Company to repurchase this Security or such portion hereof, then in respect of
this Security until but (unless the Company defaults in making the payment due
upon redemption or repurchase, as the case may be) not after, the close of
business on Business Day immediately preceding the Redemption Date or the
Repurchase Date, as the case may be, to convert this Security (or any portion of
the principal amount hereof that is an integral multiple of $1,000, provided
that the unconverted portion of such principal amount is at least $1,000) into
fully paid and nonassessable shares of Common Stock of the Company at an initial
Conversion Rate of 22.7596 shares of Common Stock for each $1,000 principal
amount of Securities of this series (or at the current adjusted Conversion Rate
if an adjustment has been made as provided in the Indenture, including pursuant
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to Section 14.03(2)) by surrender of this Security, duly endorsed or assigned to
the Company or in blank and, in case such surrender shall be made during the
period from the close of business on any Regular Record Date next preceding any
Interest Payment Date to the opening of business on such Interest Payment Date
[(except if this Security or portion thereof has been called for redemption on a
Redemption Date or is repurchasable on a Repurchase Date and the conversion
rights of this Security, or such portion thereof, would terminate during the
period between such Regular Record Date and the close of business on such
Interest Payment Date), also accompanied by payment in New York Clearing House
or other funds acceptable to the Company of an amount equal to the interest
payable on such Interest Payment Date on the principal amount of this Security
then being converted, and also the conversion notice hereon duly executed, to
the Company at the Corporate Trust Office of the Trustee, or at such other
office or agency of the Company, subject to any laws or regulations applicable
thereto and subject to the right of the Company to terminate the appointment of
any Conversion Agent as may be designated by it for such purpose, in the Borough
of Manhattan, The City of New York, or at such other offices or agencies as the
Company may designate; provided however, that if this Security or portion hereof
has been called for redemption on a Redemption Date or is repurchasable on a
Repurchase Date and the conversion rights of this Security, or such portion
thereof, would terminate during the period between such Regular Record Date and
the close of business on such Interest Payment Date, then the Holder of this
Security on such Regular Record Date will be entitled to receive the interest
accruing hereon from the Interest Payment Date next preceding the date of such
conversion to such succeeding Interest Payment Date and the Holder of this
Security who converts this Security or a portion hereof during such period shall
not be required to pay such interest upon surrender of this Security for
conversion. Subject to the provisions of the preceding sentence and, in the case
of a conversion after the close of business on the Regular Record Date next
preceding any Interest Payment Date and on or before the close of business on
such Interest Payment Date, to the right of the Holder of this Security (or any
Predecessor Security of record as of such Regular Record Date) to receive the
related installment of interest to the extent and under the circumstances
provided in the Indenture, no cash payment or adjustment is to be made on
conversion for interest accrued hereon from the Interest Payment Date next
preceding the day of conversion, or for dividends on the Common Stock issued on
conversion hereof. The Company shall thereafter deliver to the Holder the fixed
number of shares of Common Stock (together with any cash adjustment, as provided
in the Indenture) into which this Security is convertible and such delivery will
be deemed to satisfy the Company's obligation to pay the principal amount of
this Security. No fractions of shares or scrip representing fractions of shares
will be issued on conversion, but instead of any fractional interest (calculated
to the nearest l/100th of a share) the Company shall pay a cash adjustment as
provided in the Indenture.
The Conversion Rate is subject to adjustment as provided in
the Indenture. In addition, the Indenture provides that in case of certain
consolidations or mergers to which the Company is a party (other than a
consolidation or merger that does not result in any reclassification,
conversion, exchange or cancellation of the Common Stock) or the conveyance,
transfer, sale or lease of all or substantially all of the property and assets
of the Company, the Indenture shall be amended, without the consent of any
Holders of Securities of this series, so that this Security, if then
Outstanding, will be convertible thereafter, during the period this Security
shall be convertible as specified above, only into the kind and amount of
securities, cash and other property receivable upon such consolidation, merger,
conveyance transfer, sale or
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lease by a holder of the number of shares of Common Stock of the Company into
which this Security could have been converted immediately prior to such
consolidation, merger, conveyance, transfer, sale or lease (assuming such holder
of Common Stock failed to exercise any rights of election and received per share
the kind and amount received per share by a plurality of non-electing shares and
further assuming, if such consolidation, merger, conveyance, transfer, sale or
lease occurs prior to the original issue date of the Securities of this series,
that this Security was convertible at the time of such occurrence at the
Conversion Rate specified above as adjusted from the issue date of such Security
to such time as provided in the Indenture). No adjustment in the Conversion Rate
will be made until such adjustment would require an increase or decrease of at
least 1% of such price, provided that any adjustment that would Otherwise be
made, but for the application of the foregoing, will be carried forward and
taken into account in the computation of any subsequent adjustment.
If a Change in Control occurs, the Holder of this Security, at
the Holder's option, shall have the right, in accordance with the provisions of
the Indenture, to require the Company to repurchase this Security (or any
portion of the principal amount hereof that is equal to $1,000 or an integral
multiple of $1,000 in excess thereof) for cash at a Repurchase Price equal to
100% of the principal amount thereof plus interest accrued to the Repurchase
Date. At the option of the company, the Repurchase Price may be paid in cash or,
subject to the conditions provided in the Indenture, by delivery of shares of
Common Stock having a fair market value equal to the Repurchase Price. For
purposes of this paragraph, the fair market value of shares of Common Stock
shall be determined by the Company and shall be equal to 95% of the average of
the Closing Prices Per Share for the five consecutive Trading Days immediately
preceding and including the third Trading Day prior to the Repurchase Date.
Whenever in this Security there is a reference, in any context, to the principal
of any Security as of any time, such reference shall be deemed to include
reference to the Repurchase Price payable in respect of such Security to the
extent that such Repurchase Price is, was or would be so payable at such time,
and express mention of the Repurchase Price in any provision of this Security
shall not be construed as excluding the Repurchase Price so payable in those
provisions of this Security when such express mention is not made; provided,
however, that, for the purposes of the second succeeding paragraph, such
reference shall be deemed to include reference to the Repurchase Price only to
the extent the Repurchase Price is payable in cash.
In the event of redemption, repurchase or conversion of this
Security in part only, a new Security or Securities of this series for the
unredeemed, unrepurchased or unconverted portion hereof will be issued in the
name of the Holder hereof upon the cancellation hereof.
If any Event of Default with respect to Securities of this
series shall occur and be continuing, the principal of the Securities of this
series may be declared due and payable in the manner and with the effect
provided in the Indenture.
This Security is not subject to defeasance as described in the
Indenture.
The Indenture may be modified by the Company and the Trustee
without consent of any Holder with respect to certain matters as described in
the Indenture, in addition, the Indenture permits, with certain exceptions as
therein provided. the amendment thereof and the modification of the rights and
obligations of the Company and the rights of the Holders of the
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Securities of each series to be affected under the Indenture at any time by the
Company and the Trustee with the consent of the Holders of a majority in
principal amount of the Securities at the time Outstanding of each series to be
affected. The Indenture also contains provisions permitting the Holders of a
majority in principal amount of the Securities of each series at the time
Outstanding, on behalf of the Holders of all Securities of such series, to waive
compliance by the Company with certain provisions of the Indenture and certain
past defaults under the Indenture and their consequences. Any such consent or
waiver by the Holder of this Security shall bind such Holder and all future
Holders of this Security and of any Security issued upon the registration of
transfer hereof or in exchange hereof or in lieu hereof, whether or not notation
of such consent or waiver is made upon this Security.
No reference herein to the Indenture and no provision of this
Security or of the Indenture shall alter or impair the obligation of the
Company, which is absolute and unconditional, to pay the principal of (and
premium, if any) and interest on this Security at the times, place and rate, and
in the coin or currency, herein prescribed.
As provided in the Indenture and subject to certain
limitations therein set forth, the transfer of this Security is registrable in
the Security Register, upon surrender of this Security for registration of
transfer at the office or agency of the Company in any place where the principal
of (and premium, if any) and interest on this Security are payable, duly
endorsed by, or accompanied by a written instrument of transfer in form
satisfactory to the Company and the Security Registrar duly executed by the
Holder hereof or his attorney duly authorized in writing, and thereupon one or
more new Securities of this series, of authorized denominations and for the
same Stated Maturity and aggregate principal amount, will be issued to the
designated transferee or transferees.
The Securities of this series are issuable only in registered
form without coupons in denominations of $1,000 and any integral multiple
thereof. As provided in the Indenture and subject to certain limitations therein
set forth, Securities of this series are exchangeable for a like aggregate
principal amount of Securities of this series of a different authorized
denomination, as requested by the Holder surrendering the same.
No service charge shall be made for any such registration of
transfer or exchange, but the Company may require payment of a sum sufficient to
cover any tax or other governmental charge payable in connection therewith.
Prior to due presentment of this Security for registration of
transfer, the Company, the Trustee and any agent of the Company or the Trustee
may treat the Person in whose name this Security is registered as the owner
hereof for all purposes, whether or not this Security be overdue, and neither
the Company, the Trustee nor any such agent shall be affected by notice to the
contrary.
The Indenture imposes certain limitations on the ability of
the Company to, among other things, merge or consolidate with any other Person
or sell, assign, transfer or lease all or substantially all of its properties or
assets. All such covenants and limitations are subject to a number of important
qualifications and exceptions. The Company must report periodically to the
Trustee on compliance with the covenants in the Indenture.
6
A director, officer, employee or stockholder, as such, of the
Company shall not have any liability for any obligations of the Company under
this Security or the Indenture or for any claim based on, in respect of or by
reason of, such obligations or their creation. Each Holder, by accepting a
Security, waives and releases all such liability. The waiver and release are
part of the consideration for the issuance of this Security.
Pursuant to a recommendation promulgated by the Committee on
Uniform Security Identification Procedures ("CUSIP"), the Company has caused
CUSIP numbers to be printed on the Securities of this series as a convenience to
the Holders of the Securities of this series. No representation is made as to
the correctness or accuracy of such numbers as printed on the Securities of
this series and reliance may be placed only on the other identification numbers
printed hereon.
All terms used in this Security which are defined in the
Indenture shall have the meanings assigned to them in the Indenture.
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ASSIGNMENT FORM
To assign this Security, fill in the form below: (I) or (we)
assign and transfer this Security to:
________________________________________________________________________________
(Insert assignee's social security or tax I.D. number)
________________________________________________________________________________
________________________________________________________________________________
________________________________________________________________________________
(Print or type assignee's name, address and zip code)
and irrevocably appoint_________________________________________________________
____________ agent to transfer this Security on the books of the Company. The
agent may substitute another to act for him.
Dated: _________ Your Signature: _________________________________________
(Sign exactly as your name appears on the other side
of this Security)
Signature Guaranty: ____________________________________________________________
[Signatures must be guaranteed by an "eligible guarantor
institution" meeting the requirements of the Transfer Agent,
which requirements will include membership or participation
in STAMP or such other "signature guarantee program" as may
be determined by the Transfer Agent in addition to, or in
substitution for, STAMP, all in accordance with the Exchange
Act.]
Social Security Number or Taxpayer Identification Number:
_________________________________________________
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FORM OF CONVERSION NOTICE
The undersigned Holder of this Security hereby irrevocably
exercises the option to convert this Security, or any portion of the principal
amount hereof (which is $1,000 or an integral multiple of $1,000 in excess
thereof, provided that the unconverted portion of such principal amount is at
least $1,000) below designated, into shares of Common Stock in accordance with
the terms of the Indenture referred to in this Security, and directs that such
shares, together with a check in payment for any fractional share and any
Securities representing any unconverted principal amount hereof, be delivered to
and be registered in the name of the undersigned unless a different name has
been indicated below. If shares of Common Stock or Securities are to be
registered in the name of a Person other than the undersigned, (a) the
undersigned will pay all applicable transfer taxes payable with respect thereto
and (b) signature(s) must be guaranteed by an Eligible Guarantor Institution
with membership in an approved signature guarantee program pursuant to Rule
17Ad-15 under the Securities Exchange Act of 1934. Any amount required to be
paid by the undersigned on account of interest accompanies this Security.
Dated: ____________________ ________________________________
________________________________
Signature(s)
If shares or Securities are to be registered in the name of a Person other
than the Holder, please print such Person's name and address:
Name
Address
Social Security or other Identification Number, if any ________________________
Signature Guaranteed
If only a portion of the Securities is to be converted, please indicate:
1. Principal amount to be converted: $ __________________
2. Principal amount and denomination of Securities representing
unconverted principal amount to be issued: $________________
($1,000 or any integral multiple of $1,000 in excess thereof, provided
that the unconverted portion of such principal amount is at least
$1,000)
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FORM OF ELECTION OF HOLDER TO REQUIRE REPURCHASE.
Pursuant to Article XII of the Indenture, the undersigned
hereby elects to have this Security repurchased by the Company.
The undersigned hereby directs the Trustee or the Company to
pay to the undersigned an amount in cash or, at the Company's election, Common
Stock valued as set forth in the Indenture, equal to 100% of the principal
amount to be repurchased (as set forth below), plus interest accrued to the
Repurchase Date, as provided in the Indenture.
Dated:___________________ ________________________________
________________________________
Signature(s)
Signature(s) must be
guaranteed by an Eligible
Guarantor Institution with
membership in an approved
signature guarantee program
pursuant to Rule 17Ad-l5
under the Securities Exchange
Act of 1934.
________________________________
Signature Guaranteed
Principal amount to be repurchased (at least $1,000 or an integral multiple
$l,000 in excess thereof):_____________________________________
Remaining principal amount following such repurchase (not less than $1,000):
______________________________________
NOTICE: The signature to the foregoing Election must correspond to the Name as
written upon the face of this Note in every particular, without alteration or
any change whatsoever.
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