EXHIBIT 10.42
EXECUTION COPY
FIRST AMENDMENT
FIRST AMENDMENT, dated as of January 31, 2001 (this "Amendment"),
to (i) the Guarantee (the "2000B Guarantee"), as defined in the Participation
Agreement, dated as of October 27, 2000 (as the same may be, and may have been,
amended, supplemented or otherwise modified from time to time, the "2000B
Participation Agreement"), among Hanover Compression Limited Partnership
(formerly known as Hanover Compression Inc., "HCC"), Hanover Equipment Trust
2000B, (the "2000B Lessor"), Bank Hapoalim B.M. and FBTC Leasing Corp., as
investors, the lenders parties thereto (the "2000B Lenders") and The Chase
Manhattan Bank, a New York banking corporation, as the agent for the 2000B
Lenders (the "Agent"), (ii) the Guarantee (the "2000A Guarantee"), as defined in
the Participation Agreement, dated as of March 13, 2000 (as the same may be, and
may have been, amended, supplemented or otherwise modified from time to time,
the "2000A Participation Agreement"), among HCC, Hanover Equipment Trust 2000A
(the "2000A Lessor"), First Union National Bank and Scotiabanc Inc., as
investors, the lenders parties thereto (the '2OOOA Lenders") and the Agent, as
agent for the 2000A Lenders, (iii) the Guarantee (the "1999 Guarantee"), as
defined in the Participation Agreement, dated as of June 15, 1999 (as the same
may be, and may have been, amended, supplemented or otherwise modified from time
to time, the "1999 Participation Agreement"), among HCC, Hanover Equipment
Trust 1999A (the "1999 Lessor"), Societe Generale Financial Corporation and FBTC
Leasing Corp., as investors, the lenders parties thereto (the "1999 Lenders")
and the Agent, as agent for the 1999 Lenders, (iv) the Guarantee (the "1998
Guarantee"), as defined in the Participation Agreement, dated as of July 22,
1998 (as the same may be, and may have been, amended, supplemented or otherwise
modified from time to time, the "1998 Participation Agreement"), among HCC,
Hanover Equipment Trust 1998A (the "1998 Lessor"), Societe Generale Financial
Corporation, as investor, the lenders parties thereto (the "1998 Lenders") and
the Agent, as agent for the 1998 Lenders, and (v) the Amended and Restated
Senior Credit Agreement (as the same may be, and may have been, amended,
supplemented or otherwise modified from time to time, the "Senior Credit
Agreement"), dated March 13, 2000, among Hanover Compressor Company
("Holdings"), HCC, the Agent and the lenders parties thereto (the "Senior Credit
Lenders"). The 2000B Participation Agreement, the 2000A Participation Agreement,
the 1999 Participation Agreement and the 1998 Participation Agreement are
collectively hereinafter referred to as the "Participation Agreements". The
2000B Guarantee, the 2000A Guarantee, the 1999 Guarantee and the 1998 Guarantee
are collectively hereinafter referred to as the "Synthetic Guarantees".
W I T N E S S E T H:
WHEREAS, Holdings and HCC have requested that the Agent and the
Required Lenders under each of the Synthetic Guarantees and the Senior Credit
Agreement amend certain covenants in and add a defined term to each of the
Synthetic Guarantees and the Senior Credit Agreement; and
WHEREAS, the Agent and the Required Lenders under each of the
Synthetic Guarantees and the Senior Credit Agreement are agreeable to the
requested amendments, but only on the terms and subject to the conditions set
forth herein;
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NOW THEREFORE, in consideration of the premises herein contained
and for other good and valuable consideration, the receipt of which is hereby
acknowledged, the parties hereto hereby agree as follows:
I. Defined Terms. As used in this Amendment, terms defined in
the preamble hereof and the recitals hereto are used herein as so defined, terms
defined in any of the Participation Agreements and the Senior Credit Agreement
and not defined herein are used herein as therein defined and the following
terms shall have the following meanings:
"Guarantor" shall mean a Guarantor under any of the Synthetic
Guarantees or the Senior Credit Agreement.
II. Amendments to the Senior Credit Agreement and the Synthetic
Guarantees.
1. Amendment to Subsection 1.1 of the Senior Credit Agreement
and Subsection 1(b) of each of the Synthetic Guarantees. (a) Each of Subsection
1.1 of the Senior Credit Agreement and Subsection l(b) of each of the Synthetic
Guarantees is hereby amended by inserting therein in alphabetical order the
following defined term and definition:
"2008 Notes": convertible notes to be offered and issued by
Holdings in an aggregate principal amount not to exceed
$172,500,000, due 2008 and having terms substantially
similar to those reflected in the draft term sheet attached
hereto as Annex A.
(b) Subsection 1.1 of the Senior Credit Agreement is hereby
amended by deleting therefrom the definition of the following defined term in
its entirety and substituting in place thereof the following:
"Qualified Subsidiary": each Subsidiary of HCC organized
under a jurisdiction of the United States and having assets
located primarily in the United States.
2. Amendment to Subsection 8.2 of the Senior Credit Agreement
and Subsection 11.2 of each of the Synthetic Guarantees. Each of Subsection 8.2
of the Senior Credit Agreement and Subsection 11.2 of each of the Synthetic
Guarantees is hereby amended by (w) deleting the word "and" that appears at the
end of paragraph (i) thereof, (x) replacing the "(i)" that appears in the middle
of paragraph (j) with "(j)", (y) replacing "(j)" as the label for paragraph (j)
with "(k)" and (z) inserting the following after paragraph (i):
(j) Indebtedness in respect of the 2008 Notes; and
3. Amendment to Subsection 8.5 of the Senior Credit Agreement
and Subsection 11.5 of each of the Synthetic Guarantees. (a) Each of Subsection
8.5(b) of the Senior Credit Agreement and Subsection 11.5(b) of each of the
Synthetic Guarantees is hereby amended by inserting the following immediately
after the word "Person" therein: "other than HCC".
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(b) Each of Subsection 8.5(c) of the Senior Credit Agreement and
Subsection 11.5(c) of each of the Synthetic Guarantees is hereby amended by
deleting "Holdings or" therefrom.
(c) Each of Subsection 8.5(d) of the Senior Credit Agreement and
Subsection 11.5(d) of each of the Synthetic Guarantees is hereby amended by
inserting the following immediately after each occurrence of the word "Person"
therein: "other than Holdings".
4. Amendment to Subsection 8.8 of the Senior Credit Agreement
and Subsection 11.8 of each of the Synthetic Guarantees. Each of Subsection 8.8
of the Senior Credit Agreement and Subsection 11.8 of each of the Synthetic
Guarantees is hereby amended by (x) deleting the word "and" that appears before
clause (vi) thereof and (y) adding the following new clause (vii) to the end
thereof:
and (vii) Subsidiaries of Holdings may declare and pay
dividends, or make distributions, to Holdings to the extent
necessary to allow Holdings to pay interest on, or redeem,
the 2008 Notes.
5. Amendment to Subsection 8.11 of the Senior Credit Agreement
and Subsection 11.11 of each of the Synthetic Guarantees. Each of Subsection
8.11 of the Senior Credit Agreement and Subsection 11.11 of each of the
Synthetic Guarantees is hereby amended by deleting clause (ii) in its entirety
therefrom and inserting in place thereof the following:
(ii) make any optional payment or prepayment in excess of
$10,000,000 during any calendar year on or redemption of any
Indebtedness other than (a) redemptions of any portion of
the 2008 Notes pursuant to the terms thereof, including,
without limitation, the terms of any indenture in respect
thereof, (b) redemptions of any portion of the TIDES
Debentures pursuant to the TIDES Indenture or redemptions of
any portion of the TIDES pursuant to the TIDES Declaration
of Trust or (c) any optional payment, prepayment or
redemption of any Indebtedness pursuant to the Corporate
Credit Agreement or the Equipment Lease Credit Agreements or
6. Amendment to Subsection 8.16 of the Senior Credit Agreement
and Subsection 11.16 of each of the Synthetic Guarantees. (a) Subsection 8.16
of the Senior Credit Agreement is hereby amended by (x) deleting the entire
portion of such subsection that follows the period immediately after the
subsection heading ("Nature of Business") and (y) substituting in place thereof
the following:
(A) In the case of any Subsidiary, engage in any business other
than (a) the leasing, maintenance, purchase, sale and operation
of natural gas compressor units and oil and gas production
equipment, (b) the design, engineering and fabrication of natural
gas compressor units, (c) the design, engineering and fabrication
of oil and gas production equipment, (d) the provision of
contract compression and related services, (e) the provision of
gas metering services as contemplated under the HMS Transactions,
(f) the provision of gas measurement and related services, (g)
the design, engineering, fabrication, maintenance, leasing,
purchase and sale of 0- to 50-megawatt skid-mounted,
engine-driven generators, together with services related thereto
and (h) any activities related thereto which are consistent with
past practice and conducted in the ordinary course of business;
and (B) in the
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case of Holdings, notwithstanding anything to the contrary
contained herein, engage in any business other than (a) the
direct or indirect ownership of HCC together with any activities
related thereto, (b) the performance of its obligations under the
Loan Documents, (c) the performance of its obligations under the
2008 Notes, (d) the performance of its obligations in connection
with the TIDES, including, without limitation, its obligations
under the TIDES Indenture, the TIDES Guarantees and the TIDES
Declaration of Trust, (e) the formation and ownership of
Subsidiaries for the purpose of making acquisitions to the extent
permitted under the Loan Documents and (f) any actions required
by law or the rules of any securities exchange on which its
securities are listed and/or traded.
(b) Subsection 11.16 of each of the Synthetic Guarantees is
hereby amended by (x) deleting the entire portion of such subsection that
follows the period immediately after the subsection heading ("Nature of
Business") and (y) substituting in place thereof the following:
(A) In the case of any Subsidiary, engage in any business other
than (a) the leasing, maintenance, purchase, sale and operation
of natural gas compressor units and oil and gas production
equipment, (b) the design, engineering and fabrication of natural
gas compressor units, (c) the design, engineering and fabrication
of oil and gas production equipment, (d) the provision of
contract compression and related services, (e) the provision of
gas metering services as contemplated under the HMS Transactions,
(f) the provision of gas measurement and related services, (g)
the design, engineering, fabrication, maintenance, leasing,
purchase and sale of 0- to 50-megawatt skid-mounted,
engine-driven generators, together with services related and (h)
any activities related thereto which are consistent with past
practice and conducted in the ordinary course of business; and
(B) in the case of Holdings, notwithstanding anything to the
contrary contained herein, engage in any business other than (a)
the direct or indirect ownership of HCC together with any
activities related thereto, (b) the performance of its
obligations under the Operative Agreements, (c) the performance
of its obligations under the 2008 Notes, (d) the performance of
its obligations in connection with the TIDES, including, without
limitation, its obligations under the TIDES Indenture, the TIDES
Guarantees and the TIDES Declaration of Trust, (e) the formation
and ownership of Subsidiaries for the purpose of making
acquisitions to the extent permitted under the Operative
Agreements and (f) any actions required by law or the rules of
any securities exchange on which its securities are listed and/or
traded.
7. Amendment to Section 9 of the Senior Credit Agreement.
Section 9 of the Senior Credit Agreement is hereby amended by deleting the word
"Holdings" from paragraph (a) of such Section 9 and inserting "HCC" in place
thereof.
8. Amendment to the Senior Credit Agreement and each of the
Synthetic Guarantees. The Senior Credit Agreement and each of the Synthetic
Guarantees are hereby amended by substituting each of the schedules attached
hereto under Annex B, which schedules are satisfactory to the Agent, for its
counterpart schedule to the Senior Credit Agreement or each of the Synthetic
Guarantees, as the case may be.
III. Change in Name and Form of HCC. Holdings and HCC hereby
represent and warrant that, pursuant to the Restructuring, on December 29, 2000,
the successor in interest
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to Hanover Compression Inc., a Delaware corporation, merged with and into
Hanover Compression Limited Partnership, a Delaware limited partnership, and
that such limited partnership succeeded to all of HCC's assets and obligations.
IV. General.
1. Effectiveness. This Amendment shall become effective upon
fulfillment of the following conditions precedent: (a) Holdings and HCC shall
have delivered to the Agent duly executed copies of this Amendment, (b) the
Guarantors (other than Holdings or HCC) shall have delivered to the Agent duly
executed copies of this Amendment, (c) the Agent shall have received duly
executed copies of this Amendment from the Required Lenders, and (d) no Default
or Event of Default shall have occurred and be continuing on the date hereof
after giving effect to this Amendment.
2. Representations and Warranties. Holdings, HCC and each of
the other Guarantors hereby represent and warrant that the representations and
warranties contained in each of the Participation Agreements and the Operative
Agreements will be, after giving effect to this Amendment, true and correct in
all material respects, as if made on and as of the date hereof (except those
which expressly speak as of a certain date).
3. Continuing Effect of the Senior Credit Agreement,
Participation Agreements and Operative Agreements. This Amendment shall not
constitute an amendment or waiver of any other provision of the Senior Credit
Agreement, the Loan Documents or the Operative Agreements (as defined in each of
the Synthetic Guarantees) not expressly referred to herein and shall not be
construed as a waiver or consent to any further or future action on the part of
HCC, Holdings, the 2000B Lessor, the 2000A Lessor, the 1999 Lessor, the 1998
Lessor or the other Guarantors that would require a waiver or consent of the
Agent and/or the 2000B Lenders, the 2000A Lenders, the 1999 Lenders or the 1998
Lenders. Except as expressly amended hereby, the provisions of each of the
Senior Credit Agreement, the Loan Documents and the Operative Agreements (as
defined in each of the Synthetic Guarantees) are and shall remain in full force
and effect.
4. Counterparts. This Amendment may be executed in counterparts
and all of the said counterparts taken together shall be deemed to constitute
one and the same instrument. Delivery of an executed signature page of this
Amendment by facsimile transmission shall be effective as delivery of a manually
executed counterpart hereof.
5. GOVERNING LAW. THIS AMENDMENT SHALL BE GOVERNED BY, AND
CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.
6. Expenses. Holdings and HCC agree to pay or reimburse the
Agent for all of its reasonable out-of-pocket costs and expenses incurred in
connection with the preparation, negotiation and execution of this Amendment,
including, without limitation, the fees and disbursements of counsel to the
Agent.
IN WITNESS WHEREOF, the parties hereto have caused this Amendment
to be duly executed by their respective officers thereunto duly authorized as of
the day and year first above written.
HANOVER COMPRESSOR COMPANY, as a signatory to
the Senior Credit Agreement and as a Guarantor
By: /s/ Xxxxxxx X. Xxxxxxxx
--------------------------------------
Name: Xxxxxxx X. Xxxxxxxx
Title: Executive Vice President
HANOVER COMPRESSION LIMITED PARTNERSHIP
(formerly known as Hanover Compression Inc.), as a
signatory to the Senior Credit Agreement and as a
Guarantor
By: Hanover Compression General Holdings, LLC,
its general partner
By: /s/ Xxxxxxx X. Xxxxxxxx
--------------------------------------
Name: Xxxxxxx X. Xxxxxxxx
Title: President
HANOVER/XXXXX LIMITED PARTNERSHIP, as a
Guarantor
By: Hanover General Holdings, Inc.,
its general partner
By: /s/ Xxxxxxx X. Xxxxxxxx
--------------------------------------
Name: Xxxxxxx X. Xxxxxxxx
Title: Executive Vice President
HANOVER MAINTECH LIMITED PARTNERSHIP, as a
Guarantor
By: Hanover General Holdings, Inc.,
its general partner
By: /s/ Xxxxxxx X. Xxxxxxxx
--------------------------------------
Name: Xxxxxxx X. Xxxxxxxx
Title: Executive Vice President
HANOVER LAND LIMITED PARTNERSHIP, as a
Guarantor
By: Hanover General Holdings, Inc.,
its general partner
By: /s/ Xxxxxxx X. Xxxxxxxx
--------------------------------------
Name: Xxxxxxx X. Xxxxxxxx
Title: Executive Vice President
HANOVER COMPRESSOR LIMITED HOLDINGS, LLC
By: Hanover General Holdings, Inc., as sole
member
By: /s/ Xxxxxxx X. Xxxxxxxx
--------------------------------------
Name: Xxxxxxx X. Xxxxxxxx
Title: President
THE CHASE MANHATTAN BANK, as Agent, a 2000B
Lender, 2000A Lender, 1999 Lender, 1998 Lender, and
Senior Credit Lender
By: /s/ Xxxx X. Xxxx
---------------------------------
Name: XXXX X. XXXX
Title: MANAGING DIRECTOR
THE BANK OF TOKYO MITSUBISHI LIMITED, as a
2000B Lender
By: /s/ Xxxxxx Xxxxxxxxx
-----------------------------------
Name: Xx. Xxxxxx Xxxxxxxxx
Title: Vice President & Manager
CITIBANK, N.A., as a 2000B Lender
By: /s/ Xxxxxxx X. Morzanq
--------------------------------------
Name: XXXXXXX X. MORZANQ
Title: Vice President
FIRST UNION NATIONAL BANK, as a 2000A Lender,
1998 Lender, and Senior Credit Lender
By: /s/ Xxxxxx X. Xxxxxxxxx
--------------------------------------
Name: XXXXXX X. XXXXXXXXX
Title: SENIOR VICE PRESIDENT
GUARANTY FEDERAL BANK, F.S.B., as a 2000B
Lender and Senior Credit Lender
By: /s/ Xxx X. Xxxxxxxx
--------------------------------------
Name: Xxx X. Xxxxxxxx
Title: Vice President
NATIONAL WESTMINSTER BANK Plc, NASSAU
BRANCH, as a 2000B Lender
By: /s/ Xxxxx X. Xxxxxx
----------------------------------
Name: XXXXX X. XXXXXX
Title: MANAGING DIRECTOR
NATIONAL WESTMINSTER BANK Plc, NEW YORK
BRANCH, as a 2000B Lender
By: /s/ Xxxxx X. Xxxxxx
-----------------------------------
Name: XXXXX X. XXXXXX
Title: MANAGING DIRECTOR
BANK OF SCOTLAND, as a 1999 Lender
By: /s/ Xxxxxx Xxxxxx
-------------------------
Name: XXXXXX XXXXXX
Title: VICE PRESIDENT
BNP PARIBAS, as a 2000A Lender, 1999 Lender, and
Senior Credit Lender
By: /s/ Xxxxxx Xxxxxxxxxx
-----------------------------------------
Name: Xxxxxx Xxxxxxxxxx
Title: Vice President
By: /s/ Xxxxx Xxxxxx
-----------------------------------------
Name: Xxxxx Xxxxxx
Title: Vice President
CREDIT LYONNAIS NEW YORK BRANCH, as a 1999
Lender, 1998 Lender, and Senior Credit Lender
By: /s/ Philippe Soustra
-----------------------------------
Name: Philippe Soustra
Title: Senior Vice President
DG BANK DEUTSCHE GENOSSENSCHAFTSBANK
AG, as a 2000A Lender and 1999 Lender
By: /s/ [ILLEGIBLE]
-------------------------------
Name: [ILLEGIBLE]
Title: Vice President
By: /s/ Xxxxxxx X. Xxxxxxx
------------------------------
Name: XXXXXXX X. XXXXXXX
Title: Vice President
SUNTRUST BANK, as a 2000B Lender, 2000A Lender,
1999 Lender and 1998 Lender
By: /s/ Xxxxxx X. Xxxxx
-------------------------------------
Name: Xxxxxx X. Xxxxx
Title: Vice President
DRESDNER BANK AG, NEW YORK AND GRAND
CAYMAN BRANCHES, as a 1998 Lender
By: /s/ Xxxxxxx Xxxxxxxxxx
--------------------------------------
Name: XXXXXXX XXXXXXXXXX
Title: ASSISTANT VICE PRESIDENT
By: /s/ B. Xxxxx Xxxxxxxx
---------------------------------------
Name: B. XXXXX XXXXXXXX
Title: Vice President
BANK ONE, N.A. (formerly known as The First National
Bank of Chicago), as a 1998 Lender, 1999 Lender, and
2000A Lender
By: /s/ [ILLEGIBLE]
----------------------------------------
Name: [ILLEGIBLE]
Title: VICE PRESIDENT
THE INDUSTRIAL BANK OF JAPAN, LTD., NEW YORK BRANCH,
as a 2000B Lender, 2000A Lender and 1999 Lender
By: /s/ Ryusuke Aya
---------------------------------------------
Name: Ryusuke Aya
Title: Senior Vice President, Houston Office
SOCIETE GENERALE, SOUTHWEST AGENCY, as a
1999 Lender and 1998 Lender
By: /s/ Xxxx X. Xxx
-----------------------------------
Name: XXXX X. XXX
Title: DIRECTOR
XXXXX FARGO BANK (TEXAS) N.A., as a 1999 Lender
and Senior Credit Lender
By: /s/ Xxxxxxx X. Xxxxx
-----------------------------------
Name: Xxxxxxx X. Xxxxx
Title: Vice President
CREDIT SUISSE FIRST BOSTON, as a 2000B Lender and
2000A Lender
By: /s/ Xxxxx X. Xxxxx
------------------------------------
Name: XXXXX X. XXXXX
Title: DIRECTOR
By: /s/ Xxxxxx X. Xxxxxx
------------------------------------
Name: Xxxxxx X. Xxxxxx
Title: Managing Director
NATEXIS BANQUES POPULAIRES, as a 2000A Lender
By: /s/ Xxxxxxx X. Xxxxxxxxx
------------------------------------
Name: Xxxxxxx X. Xxxxxxxxx
Title: Vice President
By: /s/ Xxxxx X. Xxxxxxx, III
------------------------------------
Name: Xxxxx X. Xxxxxxx, III
Title: Vice President and Group Manager
NATIONAL CITY BANK, as a 2000A Lender
By: /s/ Xxx Xxxxxxx
------------------------------------
Name: Xxx Xxxxxxx
Title: Vice President
ARAB BANKING CORPORATION (B.S.C.), as a 2000B
Lender
By: /s/ [ILLEGIBLE]
---------------------------------------
Name: [ILLEGIBLE]
Title: Vice President
ANNEX A
SUMMARY TERMS OF $150,000,000 CONVERTIBLE NOTE OFFERING (DRAFT)
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Securities offered $150,000,000 aggregate principal amount of ___%
convertible notes due _____, 2008. We have also
granted the underwriters an over-allotment option
to purchase up to an additional $22,500,000
aggregate principal amount of convertible notes.
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Offering price 100% of the principal amount of the convertible
notes, plus accrued interest, if any, from the
date of original issuance of the convertible
notes, which we expect to be ________, 2001.
--------------------------------------------------------------------------------
Interest payable We will pay interest on the convertible notes
semi-annually on ________ and ________ of each
year, commencing ________, 2001.
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Conversion The convertible notes are convertible at the
option of the holder into shares of our common
stock, at any time before the close of business on
the business day immediately preceding the
maturity date, unless we have previously redeemed
or repurchased the notes, at a conversion rate of
________ shares of common stock per $1,000
principal amount of convertible notes. The
conversion rate is subject to anti-dilution
adjustment in certain events.
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Optional redemption by the On or after ________, 2004, we have the right at
issuer any time to redeem some or all of the convertible
notes, unless we have previously converted the
notes, at the redemption prices set forth in this
prospectus plus accrued and unpaid interest to the
redemption date.
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Repurchase at the option of If we experience a change in control, a holder of
holders upon a change in convertible notes will have the right, subject to
control certain conditions and restrictions, to require us
to repurchase some or all of the convertible notes
at a price equal to 100% of the principal amount
plus accrued and unpaid interest to the repurchase
date.
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Ranking The convertible notes are our general unsecured
obligations and will rank equally in right of
payment will all of our other unsecured senior
debt. The convertible notes will be effectively
subordinated to all existing and future
liabilities of our subsidiaries. As of September
30, 2000, our subsidiaries had approximately
$________ of debt outstanding.
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Use of proceeds We intend to use the net proceeds from
this offering and our concurrent offering of
common stock to repay [a portion of] the
indebtedness outstanding under our bank credit
agreement and for working capital and other
general purposes.
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Events of default Events of default include:
. failure to pay principal of or premium,
if any, on any of the convertible notes
when due;
. failure to pay interest on any of the
convertible notes within 30 days after
payment becomes due;
. failure to perform or comply with
certain covenants in the indenture with
respect to the convertible notes, and
such failure is not cured within 60 days
after we are given notice of such
failure;
. failure by us or any of our subsidiaries
to pay when due, or the acceleration of
the due date of, more than $10 million
of indebtedness for money borrowed, and
such failure continues for 60 days after
we are given notice of such failure as
provided in the indenture;
. certain events of bankruptcy, insolvency
or reorganization of our company;
. failure to provide the required notice
of any change in control or to pay the
repurchase price in connection with a
change in control; and
. failure to convert any portion of the
principal amount of a convertible note
following exercise by its holder of the
right to convert such convertible note.
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Listing of convertible The convertible notes will not be listed on any
notes securities exchange or any automated quotation
system. The underwriters have advised us that they
currently intend to make a market in the
convertible notes. However, the underwriters are
not obligated to do so, and any such market making
may be discontinued at any time at the sole
discretion of the underwriters without notice.
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Global note; book-entry We will issue the convertible notes only in book-
system entry form, registered in the name of DTC or its
nominee. Purchasers will not receive individually
certificated notes. Instead, the convertible notes
will be evidenced by a global note, in fully
registered form and without coupons, and deposited
with the trustee, as custodian for DTC. The
interest of any holder in the global note will be
shown on, and transfers of that interest will be
effected only through, records maintained by DTC
and its direct and indirect participants.
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Governing law The indenture and the convertible notes will
be governed by the laws of the State of New York.
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Risk factors You should read the "Risk Factors" section,
beginning on page__, as well as the other
cautionary statements described in this prospectus
so that you understand the risks associated with
an investment in the convertible notes.
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ANNEX B
HANOVER COMPRESSION LIMITED PARTNERSHIP
AMENDED DISCLOSURE SCHEDULES
SCHEDULE 5.16 AND 9.15: ENVIRONMENTAL
(1) Bryan, Texas (0000 Xxxxxxx 00 X, Xxxxx, Xxxxx): Preliminary Phase II
surface soil and water testing revealed elevated levels of TPH and metals in the
soils from the operations of a prior owner/operator. Hanover Compression Limited
Partners ("HCLP") alerted the lessor to these test results.
(2) Columbus, Texas (Rt. 0, Xxx 000, Xxxxxxxx, Xxxxx): A prior
owner/operator of this facility released TPH and metals into the soil at the
property. HCLP conducted remedial activities at the property pursuant to the
State of Texas voluntary cleanup program.
(3) Corpus Christi, Texas (455 Lantana, Corpus Christi, TX): Soil staining
exists on the property from the operations of a neighboring business.
(4) Davis, Oklahoma (100 Halliburton Road, Xx. 0, Xxx 000, Xxxxx,
Xxxxxxxx): Phase I and II testing at the property revealed chlorinated
hydrocarbons in both the soil and groundwater. The prior property owner engaged
in remedial activities at the facility.
(5) Edmonton, Alberta (0000 00xx Xx., Xxxxxxxx, Xxxxxxx): An underground
storage tank is being utilized at this facility for the storage of hydro-test
water. There may be some associated leakage from this tank and it may not be in
full compliance with environmental laws.
(6) Houston, Texas (825 Xxxxx Xxxx Xxxx, Xxxxxxx, Xxxxx): A preliminary
Phase II investigation at the property revealed limited soil and groundwater
contamination. The lessor accepted responsibility for the contamination and has
submitted a Voluntary Cleanup Plan Application to the State of Texas.
(7) Lakewood, NY (4477 Xxxxxxx Xx., Lakewood, NY): The previous owner,
Columbia Gas, was bound by a Consent Decree to remedy certain environmental
contamination at this facility.
(8) Xxxxxxxx, XX (0000 Industrial Park, Victoria, TX): A Phase I revealed
several areas of contaminated soil at this facility. HCLP removed and disposed
of such materials at a licensed disposal facility.
(9) Limited hydrocarbon contamination exists around some of the
compressors currently owned/operated by HCLP. The compressor packages and/or
production equipment can impact environmental conditions either through air
emissions and/or soil contamination.
(10) Several of HCLP's operations generate hazardous wastes via parts
washing vats, caustic vats, packaging, cleaning and/or paint operations.
(11) HCLP may not be in full compliance with Environmental Laws at
newly-acquired facilities. HCLP's practice is to evaluate and address
non-compliance issues promptly after acquiring new properties or leases.
SCHEDULE 8.3(n) AND 11.3(n): ADDITIONAL EXISTING LIENS
HANOVER COMPRESSION INC. (n/k/a Hanover Compression Limited Partnership)
1. Liens in favor of Xxxxx Fargo granted pursuant to the Xxxxx Fargo
Credit Agreement.
2. Hanover Compression Inc. ("HCI") granted Houston Pipe Line Company an
option to repurchase all or a portion of the property that it sold to
HCI pursuant to Purchase Agreement, dated as of September 29, 1997,
between HCI and Houston Pipe Line Company. Under this Purchase
Agreement, HCI cannot transfer the property prior to the date on which
Houston Pipe Line Company's option right to repurchase may be
exercised without its prior written consent.
3. HCI granted Houston Pipe Line Company an option to repurchase all or a
portion of the property that it sold to HCI pursuant to Purchase
Agreement, dated as of March 1, 1998, between HCI and Houston Pipe
Line Company. Under this Purchase Agreement, HCI cannot transfer the
property prior to the date on which Houston Pipe Line Company's option
right to repurchase may be exercised without its prior written
consent.
4. HCI granted Houston Pipe Line Company an option to repurchase all or a
portion of the property that it sold to HCI pursuant to Purchase
Agreement, dated as of June 24, 1999, between HCI and Houston Pipe
Line Company. Under this Purchase Agreement, HCI cannot transfer the
property prior to the date on which Houston Pipe Line Company's o
option right to repurchase may be exercised without its prior written
consent.
5. HCI granted Houston Pipe Line Company an option to repurchase all or a
portion of the property that it sold to HCI pursuant to Purchase
Agreement, dated as of March 31, 2000, between HCI and Houston Pipe
Line Company. Under this Purchase Agreement, HCI cannot transfer the
property prior to the date on which Houston Pipe Line Company's option
right to repurchase may be exercised without its prior written
consent.
6. Certain natural gas compression units are subject to purchase options
in accordance with the terms of the respective leases pursuant to
which HCI leases each such unit to third parties.
HANOVER COMPRESSOR COMPANY (n/k/a Hanover Compression Limited Partnership)
1. True lease filing evidenced by Financing Statement No. 058574 filed
with the Oklahoma County, Oklahoma Clerk listing GECC as secured party
and the Hanover Compressor Company as debtor filed pursuant to the
lease by Hanover Compressor Company of Gas Compressors from GECC.
2. True lease filing evidenced by Financing Statement No. 0004920 filed
with the Oklahoma County, Oklahoma Clerk listing Xxx Xxxxxx, as
secured party, Snap On Tool, as assignee, and Hanover Compressor
Company as debtor against a PBC-55 Washer.
3. Lien evidenced by Financing Statement No. 97-00071781 filed with the
Secretary of State of Texas listing Ikon Office Solutions as secured
party and Hanover Compressor Company as debtor filed against one Sharp
fax machine.
4. Lease evidenced by Financing Statement No. 98-103465 filed with the
Secretary of State of Texas listing Ikon Office Solutions as secured
party and Hanover Compressor Company as debtor filed against one Canon
L9000.
5. True lease filing evidenced by Financing Statement No. 97-00085459
filed with the Secretary of State of Texas listing Associate Leasing,
Inc. as secured party and Hanover Compressor Company as debtor filed
against all Motorola equipment and all equipment leased by Associate
Leasing, Inc.
6. Lease evidenced by Financing Statement No. 99-237802 filed with the
Secretary of State of Texas listing General Electric Capital
Corporation as secured party and Hanover Compressor Company as debtor
filed against four Caterpillar gas compressors and one Waukesha gas
compressor.
7. Lease evidenced by Financing Statement No. 99-218408 filed with the
Secretary of State of Texas listing Minolta Business Systems as
secured party and Hanover Compressor Company as debtor filed against
three Minolta DI 350 Copiers and two Minolta DI 250 Copiers.
8. Lease evidenced by Financing Statement No. 99-225986 filed with the
Secretary of State of Texas listing Minolta Business Systems as
secured party and Hanover Compressor Company as debtor filed against
one Minolta DI 620 Digital Copier.
9. Lease evidenced by Financing Statement No. 99-226584 filed with the
Secretary of State of Texas listing Minolta Business Systems as
secured party and Hanover Compressor Company as debtor filed against
one Minolta CF 910 Color Copier, one Minolta Fiery X2E Controller.
10. Lease evidenced by Financing Statement No. 00-533200 filed with the
Secretary of State listing Minolta Business Systems as secured party
and Hanover Compressor Company as debtor filed against one Minolta DI
520 Copier, one Minolta DI 350 Copier.
THE HANOVER COMPANY a/k/a HANOVER COMPRESSION INC. (n/k/a Hanover Compression
Limited Partnership)
1. True lease filing evidenced by Financing Statement No. 98-258479 filed
with the Secretary of State of Texas listing Minolta Business Systems,
Inc. as secured party and The Hanover Company as debtor filed pursuant
to the lease by The Hanover Company of equipment from Minolta.
2. True lease filing evidenced by Financing Statement No. 95-00055240
filed with the Secretary of State of Texas listing Pitney Xxxxx Credit
Corp. as secured party and The Hanover Company as debtor filed
pursuant to the lease by The Hanover Company of equipment from Pitney
Xxxxx.
3. True lease filing evidenced by Financing Statement No. 96-00162832
filed with the Secretary of State of Texas listing Pitney Xxxxx Credit
Corp. as secured party and The Hanover Company as debtor filed
pursuant to the lease by The Hanover Company of equipment from Pitney
Xxxxx.
4. Lien evidenced by Financing Statement No. 96-00012471 filed with the
Secretary of State of Texas listing Global Services, Inc. as secured
party and The Hanover Company as debtor filed against a Canon color
copier.
MAINTECH ENTERPRISES, INC. (n/k/a Hanover Maintech Limited Partnership).
1. Lien evidenced by Financing Statement No. 95-00096087 filed with the
Secretary of State of Texas listing C. Xxx Xxxxxxx & Xxxxxxxxx, Inc.
as secured party and Maintech
Enterprises, Inc. ("MEI") as debtor filed against a forklift and an
order-picker.
2. Lien evidenced by Financing Statement No. 95-00153342 filed with the
Secretary of State of Texas listing C. Xxx Xxxxxxx & Xxxxxxxxx, Inc.
as secured party and MEI as debtor filed against two lift trucks.
3. Lien evidenced by Financing Statement No. 95-00167108 filed with the
Secretary of State of Texas listing Safeco Credit Company as secured
party and MEI as debtor filed against a forklift.
HANOVER MAINTECH, INC. (n/k/a Hanover Maintech Limited Partnership)
1. True lease filing evidenced by Financing Statement No. 96-0044340
filed with the Secretary of State of Texas listing Pitney Xxxxx Credit
Corp. as secured party and Hanover Maintech, Inc. ("HMI") as debtor
filed pursuant to the lease by HMI of equipment from Pitney Xxxxx.
2. True lease filing evidenced by Financing Statement No. 96-0061451
filed with the Secretary of State of Texas listing Pitney Xxxxx Credit
Corp. as secured party and HMI as debtor filed pursuant to the lease
by HMI of equipment from Pitney Xxxxx.
3. True lease filing evidenced by Financing Statement No. 95-00167108
filed with the Secretary of State of Texas listing Safeco Credit
Company, Inc. d/b/a Safeline Leasing as secured party and HMI as
debtor pursuant to the lease by HMI from Safeline Leasing.
HANOVER/XXXXX, INC. (n/k/a Hanover/Xxxxx Limited Partnership)
1. Lien evidenced by Financing Statement No. 95-00105634 filed with the
Secretary of State of Texas listing Southwestern Xxxx
Telecommunications as secured party and Hanover/Xxxxx, Inc. as debtor
filed against a telecommunications system.
