EXHIBIT 4.20
REGISTRATION RIGHTS AGREEMENT
THIS REGISTRATION RIGHTS AGREEMENT (this "Agreement"), dated as of May
14, 2003 is by and between Schlumberger Technology Corporation, a Texas
corporation ("STC"), and Hanover Compressor Company, a Delaware corporation
("Hanover").
RECITALS
WHEREAS, STC, Schlumberger Oilfield Holdings Limited, Schlumberger
Surenco S.A., Hanover, Hanover Compression Limited Partnership and Hanover
Cayman Limited are parties to that certain PIGAP Settlement Agreement dated the
date hereof (the "Settlement Agreement");
WHEREAS, in connection with the Settlement Agreement, Hanover has
agreed to issue to STC $262,621,810 aggregate principal amount at maturity of
Hanover's Zero Coupon Subordinated Notes due 2007 (the "Notes"), which Notes are
being issued pursuant to an Indenture dated as of May 14, 2003 between Hanover
and Wachovia Bank, National Association, as trustee (the "Indenture");
WHEREAS, the parties are entering into this Agreement as a condition to
closing the Settlement Agreement;
AGREEMENTS
NOW, THEREFORE, in consideration of the premises, and of the mutual
covenants and agreements contained herein and other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, the
parties hereto hereby agree as follows:
1. Definitions. In addition to capitalized terms defined
elsewhere in this Agreement, the following capitalized terms shall have the
following meaning when used in this Agreement.
"Commission" means the Securities and Exchange Commission.
"Exchange Act" means the Securities Exchange Act of 1934, as amended,
together with all rules and regulations promulgated thereunder.
"Filing Deadline" means the 45th day after the date hereof.
"Holder" means STC and its Permitted Transferees.
"Permitted Transferee" has the meaning assigned to such term in Section
5.4.
"Person" means any person or entity, whether an individual, whether in
his capacity as a trustee, executor, administrator or other legal
representative, sole proprietorship, corporation, limited liability company,
general partnership, limited partnership, trust, unincorporated organization,
syndicate, business association, firm, joint venture, governmental agency or
authority or any similar entity.
"Registrable Securities" means all Notes upon original issuance thereof
and at all time subsequent thereto until the earliest to occur of (i) a Shelf
Registration Statement covering such Notes having been declared effective by the
Commission and such Notes having been disposed of by the Holder in accordance
with such effective Shelf Registration Statement, (ii) such Notes having been
sold by the Holder in compliance with Rule 144, (iii) such Notes are no longer
owned by the Holder, or (iv) such Notes ceasing to be outstanding.
"Rule 144" means Rule 144 promulgated under the Securities Act, as such
rule may be amended from time to time, or any similar rule (other than Rule
144A) or regulation hereafter adopted by the Commission providing for offers and
sales of securities made in compliance therewith resulting in offers and sales
by subsequent holders that are not affiliates of an issuer of such securities
being free from the registration and prospectus delivery requirements of the
Securities Act.
"Securities Act" means the Securities Act of 1933, as amended, together
with all rules and regulations promulgated thereunder.
"Selling Expenses" means all fees and expenses of underwriters that are
a party to an underwriting agreement or similar purchase agreement with the
Holder, including discounts, commissions or fees of underwriters, selling
brokers, dealer managers or similar securities industries professionals that are
a party to an underwriting agreement or similar purchase agreement with the
Holder relating to the distribution of the Registrable Securities.
"Subordinated Debt Offering" means an underwritten public offering of
subordinated debt securities of Hanover.
"TIA" means the Trust Indenture Act of 1939, as amended, and the rules
and regulations of the Commission promulgated thereunder.
"Trustee" has the meaning assigned to such term in the Indenture.
2. Shelf Registration.
2.1 Hanover shall prepare and file as promptly as practicable (but
in any event on or before the Filing Deadline) with the Commission, and
thereafter shall use all reasonable efforts to cause to be declared effective, a
shelf registration statement on Form S-3 or an appropriate form under the
Securities Act relating to the offer and sale of the Registrable Securities by
the Holder from time to time in accordance with the methods of distribution set
forth in such registration statement (hereafter, an "Initial Shelf
Registration"). Hanover agrees not to file any other registration statement
(other than a registration statement on Form S-4 or Form S-8) prior to filing
the Initial Shelf Registration. Hanover further agrees not to request that any
other registration statement (other than a registration statement on Form S-4 or
Form S-8) be declared effective prior to the time that Hanover requests for the
Initial Shelf Registration to be declared effective.
2.2 Hanover shall use all reasonable efforts to keep the Initial
Shelf Registration continuously effective under the Securities Act in order to
permit the prospectus forming part
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thereof to be used by the Holder until the Notes are no longer Registrable
Securities (the "Effectiveness Period").
2.3 If the Initial Shelf Registration or any Subsequent Shelf
Registration (as hereinafter defined) ceases to be effective for any reason at
any time during the Effectiveness Period (other than because of the sale of all
of the Registrable Securities registered thereunder), Hanover shall use all
reasonable efforts to obtain the prompt withdrawal of any order suspending the
effectiveness thereof, and in any event shall within 45 days of such cessation
of effectiveness (i) amend the Initial Shelf Registration in a manner to obtain
the withdrawal of the order suspending the effectiveness thereof, or (ii) file
an additional "shelf" Registration Statement covering all of the Registrable
Securities (a "Subsequent Shelf Registration"). If a Subsequent Shelf
Registration is filed, the Company shall use all reasonable efforts to cause the
Subsequent Shelf Registration to be declared effective under the Securities Act
as soon as practicable after such filing and to keep such Registration Statement
continuously effective during the Effectiveness Period. As used herein the term
"Shelf Registration" means the Initial Shelf Registration and any Subsequent
Shelf Registration and the term "Shelf Registration Statement" means any
registration statement filed in connection with a Shelf Registration.
2.4 Notwithstanding any other provisions hereof, Hanover will
ensure that (i) the Shelf Registration Statement and any amendment thereto and
any prospectus forming part thereof and any supplement thereto complies in all
material respects with the Securities Act, (ii) the Shelf Registration Statement
and any amendment thereto (other than with respect to information included
therein in reliance upon or in conformity with written information furnished to
Hanover by or on behalf of the Holder specifically for use therein (the "Holder
Information")) does not, when it becomes effective, contain an untrue statement
of a material fact or omit to state a material fact required to be stated
therein or necessary to make the statements therein not misleading, and (iii)
any prospectus forming part of the Shelf Registration Statement, and any
supplement to such prospectus (in either case, other than with respect to the
Holder Information), as of any time when such prospectus is required to be
delivered under the Securities Act does not contain an untrue statement of a
material fact or omit to state a material fact necessary in order to make the
statements therein, in the light of the circumstances under which they were
made, not misleading.
3. Registration Procedures. In connection with any Shelf
Registration Statement, the following provisions shall apply:
3.1 Hanover shall prepare and file with the Commission on or prior
to the Filing Deadline a Shelf Registration Statement as prescribed by Section 2
hereof, and use all reasonable efforts to cause such Shelf Registration
Statement to become effective and remain effective as provided herein; provided
that before filing a Shelf Registration Statement or prospectus, or any
amendments or supplements thereto, Hanover will furnish copies of all such
documents proposed to be filed to the Holder and the counsel for the Holder and
will reflect the reasonable comments of such Persons in the Shelf Registration
Statement. Hanover shall advise the Holder promptly after it shall file a Shelf
Registration Statement or prospectus, or any amendments or supplements thereto,
of such filing, and after it receives notice of the issuance of an order
declaring the Shelf Registration Statement effective.
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3.2 Hanover shall prepare and file with the Commission such
amendments and supplements to such Shelf Registration Statement and the
prospectus(es) used in connection therewith as may be necessary to keep such
Shelf Registration Statement effective during the Effectiveness Period and to
comply with the provisions of the Securities Act with respect to the disposition
of the Registrable Securities during such period in accordance with the intended
methods of disposition by the Holder set forth in the Shelf Registration
Statement.
3.3 Hanover shall furnish to the Holder such number of copies of
the Shelf Registration Statement, each amendment and supplement thereto, the
prospectus(es) included in the Shelf Registration Statement (including each
preliminary prospectus) and such other documents as the Holder may reasonably
request in order to facilitate the disposition of the Registrable Securities.
3.4 Hanover shall use all reasonable efforts to register or
qualify the Registrable Securities under such other securities or blue sky laws
of such jurisdictions as the Holder may reasonably request and do any and all
other acts and things which may be reasonably necessary or advisable to enable
the Holder to consummate the disposition in such jurisdictions of the
Registrable Securities; provided that Hanover will not be required to (i)
qualify generally to do business in any jurisdiction where it would not
otherwise be required to qualify but for this Section 3.4 or (ii) consent to
general service of process in any such jurisdiction.
3.5 Subject to Section 5.1, Hanover shall notify the Holder, at
any time when a prospectus relating to the Registrable Securities is required to
be delivered under the Securities Act, of the happening of any event as a result
of which the prospectus included in the Shelf Registration Statement contains an
untrue statement of a material fact or omits any fact necessary to make the
statements therein not misleading, and Hanover will promptly prepare a
supplement or amendment to such prospectus or a post-effective amendment to the
Shelf Registration Statement so that, as thereafter delivered to the purchasers
of the Registrable Securities, such prospectus will not contain any untrue
statement of a material fact or omit to state any fact necessary to make the
statements therein not misleading.
3.6 Hanover shall enter into such customary agreements (including
underwriting agreements in customary form) and take all such other customary
actions, including arranging for opinions of counsel and accountant's "comfort
letters," as the Holder or the underwriters, if any, reasonably requests in
order to expedite or facilitate the disposition of the Registrable Securities;
provided, however, Hanover shall not be required to enter into any agreement or
arrangement that prohibits Hanover from offering or selling any securities
issuable by Hanover for any period of time.
3.7 Hanover shall make reasonably available for inspection by the
Holder, any underwriter participating in any disposition pursuant to the Shelf
Registration Statement, and any attorney, accountant or other agent retained by
the Holder or any such underwriter, all financial and other records, pertinent
corporate documents and properties of Hanover, and cause Hanover's officers,
directors, employees and independent accountants to supply all information
reasonably requested by the Holder, any such underwriter, attorney, accountant
or agent in connection with the Shelf Registration Statement.
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3.8 Hanover shall advise the Holder promptly after it shall
receive notice or obtain knowledge thereof, of the issuance of any stop order by
the Commission suspending the effectiveness of the Shelf Registration Statement
or the initiation or threatening of any proceeding for such purpose and promptly
use all reasonable efforts to prevent the issuance of any stop order or to
obtain its withdrawal if such stop order should be issued as proscribed in
Section 2.3.
3.9 Hanover shall cooperate with the Holder to facilitate the
timely preparation and delivery of certificates representing Registrable
Securities to be sold, which certificates shall not bear any restrictive legends
and shall be in a form eligible for deposit with The Depository Trust Company.
Hanover shall also enable such Registrable Securities to be in such
denominations and registered in such names as the Holder may reasonably request.
3.10 Hanover shall, prior to the effective date of the Initial
Shelf Registration relating to the Registrable Securities, (i) provide the
Trustee with certificates for the Registrable Securities in a form eligible for
deposit with The Depository Trust Company and (ii) take such action to procure a
CUSIP number for the Registrable Securities.
3.11 Hanover shall cause the Indenture to be qualified under the
TIA not later than the effective date of the Initial Shelf Registration, and in
connection therewith, cooperate with the Trustee and the Holder to effect such
changes to the Indenture as may be required for the Indenture to be so qualified
in accordance with the terms of the TIA. Hanover shall execute, and use all
reasonable efforts to cause the Trustee to execute, all documents as may be
required to effect such changes and all other forms and documents required to be
filed with the Commission to enable the Indenture to be so qualified in a timely
manner.
3.12 Hanover shall, upon prior request from the Holder, participate
and make senior management reasonably available to participate, in any due
diligence and "roadshow" marketing efforts reasonably requested by the Holder or
any underwriter retained by the Holder.
3.13 Hanover shall use all reasonable efforts (and in no event less
than Hanover uses with respect to its own securities) to cause the Notes to be
rated by both Standard & Poor's Ratings Group, a division of the McGraw Hill
Companies, Inc. ("S&P"), and Xxxxx'x Investor Service, Inc. ("Moody's") and
Hanover shall use all reasonable efforts to cause the Notes to remain rated by
both S&P and Moody's during the Effectiveness Period.
4. Registration Expenses. All expenses incident to Hanover's
performance of or compliance with this Agreement, including, but not limited to,
all registration and filing fees, fees and expenses of compliance with
securities or blue sky laws, printing expenses, messenger and delivery expenses,
and fees and disbursements of counsel for Hanover and all independent certified
public accountants and other Persons retained by Hanover, will be borne by
Hanover, provided that in no event shall Hanover be required to pay any Selling
Expenses or transfer taxes. In addition, Hanover will pay its internal expenses
(including, but not limited to, all salaries and expenses of its officers and
employees performing legal or accounting duties), the expense of any annual
audit or quarterly review and the expense of any liability insurance obtained by
Hanover.
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5. Blackout Rights.
5.1 The Holder shall not offer, sell or otherwise dispose of the
Registrable Securities unless it has provided to Hanover a written notice of its
intent to offer and sell the Registrable Securities at least two (2) business
days prior to the offer or sale of the Registrable Securities (the "Offer
Notice"). Hanover shall have two (2) business days following delivery of such
Offer Notice by the Holder to provide written notice (a "Blackout Notice") to
the Holder objecting to such offering or sale if the Board of Directors of
Hanover (or any authorized committee thereof) determines in good faith that it
is in the best interests of Hanover not to disclose the existence of facts
surrounding any proposed or pending material corporate transaction or other
material development involving Hanover at the time of the proposed offering (the
"Blackout Right"). If Hanover exercises its Blackout Right, the Holder shall not
offer or sell the Registrable Securities for a period of up to forty-five (45)
days (as specified in the Blackout Notice) from the date of the Blackout Notice.
Furthermore, Hanover shall be entitled to exercise the Blackout Right no more
than two (2) times and with respect to no more than ninety (90) days during any
365-day period (including any deemed exercise of the Blackout Right pursuant to
Section 5.3). If the Holder provides written notice of its intent to offer and
sell the Registrable Securities as provided above and if Hanover does not timely
provide a Blackout Notice in response thereto, then the Holder may offer and
sell the Registrable Securities during the thirty (30) days following the
expiration of the applicable two (2) business day period in which the Holder
could have given a Blackout Notice. If the Holder decides to conduct such
offering and sale of the Registrable Securities pursuant to an underwritten
public offering, the Holder agrees to make the appropriate officers reasonably
available during the two (2) business days following the delivery of the Offer
Notice to confer with Hanover to negotiate in good faith to agree on the
selection of the underwriters in the underwriting group and the legal counsel to
the underwriting group in connection with such offering and sale of the
Registrable Securities; provided, however, that the Holder ultimately has the
sole authority to select such underwriters and legal counsel. If the Registrable
Securities are not sold during such thirty (30) day period, the Holder shall not
thereafter offer or sell the Registrable Securities unless a subsequent notice
is given to Hanover as provided above. Notwithstanding anything in this Section
5.1 to the contrary, one (1) time during calendar year 2004 and one (1) time
during calendar year 2005, Hanover may, at any time other than during the two
(2) business day period during which Hanover may exercise a Blackout Notice as
set forth above or during the thirty (30) day period following the expiration of
such two (2) day period, give the Holder written notice that Hanover desires to
have 30 calendar days beginning the day after the date of delivery of such
notice in which to sell debt securities and the Holder agrees not to deliver an
Offer Notice or to otherwise offer, sell or otherwise dispose of Registrable
Securities during such 30 calendar day period.
5.2 No later than the date that is two (2) business days after the
date that the Initial Shelf Registration is declared effective by the
Commission, the Holder shall give Hanover a written notice stating that either
(i) the Holder shall have a 30-day period beginning on the first business day
after such notice is delivered in which to sell Registrable Securities and
Hanover shall not offer, sell or otherwise dispose of any debt securities
issuable by Hanover or its subsidiaries (other than the offer or sale to a bank
or bank syndicate in connection with any revolving or term bank credit facility)
during such 30-day period or (ii) Hanover shall have a 30-day period beginning
on the first business day after such notice is delivered in which to commence an
offering of debt securities issuable by Hanover or its subsidiaries and the
Holder
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shall not sell any Registrable Securities during such 30 day period. In
the event that the written notice described in clause (i) of the first sentence
of this Section 5.2 is given, Hanover shall have a 30-day period beginning on
the first business day after the earlier to occur of (a) the end of the 30-day
period described in such clause (i), or (b) the earlier to occur of (A) the date
that the Holder closes the sale of any Registrable Securities (excluding any
over-allotment option granted in connection therewith) or (B) four (4) trading
days after the date that the Holder prices the sale of any Registrable
Securities (excluding any over-allotment option granted in connection
therewith), in which to commence an offering of debt securities issuable by
Hanover or its subsidiaries and the Holder shall not sell any Registrable
Securities during such 30-day period (except to the extent such offering of debt
securities by Hanover closes during such 30-day period (excluding any
over-allotment option granted in connection therewith)). In the event that the
written notice described in clause (ii) of the first sentence of this Section
5.2 is given, the Holder shall have a 30-day period beginning on the first
business day after the earlier to occur of (a) the end of the 30-day period
described in such clause (ii), or (b) the earlier to occur of (A) the date that
Hanover closes an offering of debt securities issued by Hanover or its
subsidiaries (excluding any over-allotment option granted in connection
therewith) or (B) four (4) trading days after the date that Hanover prices an
offering of debt securities issued by Hanover or its subsidiaries (excluding any
over-allotment option granted in connection therewith), in which to sell the
Registrable Securities and Hanover shall not offer, sell or otherwise dispose of
any debt securities issuable by the Company or its subsidiaries (other than the
offer or sale to a bank or bank syndicate in connection with any revolving or
term bank credit facility) during such 30-day period (except to the extent such
offering of Registrable Securities closes during such 30-day period (excluding
any over-allotment option granted in connection therewith)). In no case may
Hanover exercise its Blackout Right in a manner that prohibits the Holder from
selling Registrable Securities during the periods described in this Section 5.2.
5.3 During the Effectiveness Period, any failure of a Shelf
Registration Statement to be effective when the Holder notifies Hanover of its
intent to sell Registrable Securities shall count as the exercise of a Blackout
Right by Hanover for as long as such Shelf Registration Statement is not
effective following such notice.
5.4 Notwithstanding anything in this Section 5 to the contrary,
the Holder shall be permitted to transfer the Registrable Securities (provided
that such transfer is exempt from registration under the Securities Act),
together with the rights granted to the Holder under this Agreement, only to a
Permitted Transferee who delivers to Hanover, in connection with such transfer,
a written instrument by which such transferee agrees to be bound by the
applicable terms of this Agreement. A "Permitted Transferee" shall mean any
direct or indirect subsidiary of Schlumberger Limited or any entity that merges
or consolidates with or owns or acquires all of the equity securities or all or
substantially all of the assets of the Holder or any direct or indirect
subsidiary of such entity.
6. Indemnification.
6.1 Hanover agrees to indemnify, to the extent permitted by law,
the Holder, each Person who controls the Holder (within the meaning of the
Securities Act), any agent, underwriter, legal counsel or other representative
retained by the Holder, and with respect to each such Person, its officers,
employees, partners and directors against all losses, claims,
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damages, liabilities and expenses (including, but not limited to, reasonable
attorneys' fees and expenses) caused by (i) any untrue or alleged untrue
statement of material fact contained in any Shelf Registration Statement,
prospectus or preliminary prospectus, or any amendment thereof or supplement
thereto or (ii) any omission or alleged omission of a material fact required to
be stated therein or necessary to make the statements therein not misleading,
except insofar as the same are caused by or contained in any information
furnished, or caused to be furnished, in writing to Hanover by the Holder or its
Affiliates (or with respect to indemnification claims by an underwriter, except
insofar as the same are caused by or contained in any information furnished, or
caused to be furnished, in writing to Hanover by that underwriter or its legal
counsel or representatives), expressly for use therein or by the Holder's
failure to deliver a copy of the prospectus or any amendments or supplements
thereto after Hanover has furnished the Holder with a sufficient number of
copies of the same. The payments required by this Section 6.1 will be made
periodically during the course of the investigation or defense, as and when
bills are received or expenses incurred.
6.2 In connection with any Shelf Registration Statement in which
the Holder is participating, the Holder will furnish to Hanover such information
as Hanover reasonably requests for use in connection with any such Shelf
Registration Statement or prospectus and, to the extent permitted by law, will
indemnify Hanover, its directors, employees and officers and each Person who
controls Hanover (within the meaning of the Securities Act) against any losses,
claims, damages, liabilities and expenses (including, but not limited to,
reasonable attorneys' fees and expenses) resulting from any untrue or alleged
untrue statement of material fact contained in the Shelf Registration Statement,
prospectus or preliminary prospectus, or any amendment thereof or supplement
thereto, or any omission or alleged omission of a material fact required to be
stated therein or necessary to make the statements therein not misleading, but
only to the extent that such untrue statement or omission is contained in or
omitted from any information so furnished in writing by the Holder for the
acknowledged purpose of inclusion in such registration statement, prospectus or
preliminary prospectus; provided that the liability of the Holder will be
limited in all events to the net amount received by the Holder from the sale of
Registrable Securities pursuant to the Shelf Registration Statement.
6.3 Any Person entitled to indemnification hereunder will (a) give
prompt written notice to the indemnifying Person of any claim with respect to
which it seeks indemnification and (b) permit such indemnifying Person to assume
the defense of such claim with counsel reasonably satisfactory to the
indemnified Person. If such defense is assumed, the indemnifying Person will not
be subject to any liability for any settlement made by the indemnified Person
without its consent. An indemnifying Person who is not entitled to, or elects
not to, assume the defense of a claim will not be obligated to pay the fees and
expenses of more than one counsel for all parties indemnified by such
indemnifying Person with respect to such claim. No indemnifying Person, in the
defense of any claim, shall, except with the prior written consent of the
indemnified Person, consent to entry of any judgment or enter into any
settlement (i) that does not include as an unconditional term thereof the giving
by the claimant to such indemnified Person a release from all liability in
respect to such claim in form and substance reasonable satisfactory to such
indemnified Person, or (ii) that imposes any equitable remedies, conduct
restrictions or affirmative obligations whatsoever on such indemnified Person
other than financial obligations for which such indemnified Person will be
indemnified hereunder.
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6.4 The indemnification provided for under this Agreement will
remain in full force and effect regardless of any investigation made by or on
behalf of the indemnified Person or any officer, director or controlling Person
of such indemnified Person and will survive the transfer of the Registrable
Securities. Hanover and the Holder also agree to make such provisions as are
reasonably requested by any indemnified Person for contribution to such Person
in the event the indemnifying Person's indemnification is unavailable for any
reason.
7. Compliance with Rule 144. So long as Hanover files reports
under Section 13 or 15(d) of the Exchange Act and any Registrable Securities
remain outstanding, then at the request of the Holder, Hanover will (a)
forthwith furnish to the Holder a written statement of compliance with the
filing requirements of the Commission as set forth in Rule 144, and (b) make
available to the public and the Holder such information as will enable the
Holder to make sales pursuant to Rule 144.
8. Miscellaneous.
8.1 No Inconsistent Agreements. Hanover will not hereafter enter
into any agreement with respect to its securities which is inconsistent with or
which otherwise materially limits, restricts or interferes with the rights
granted to the Holder in this Agreement.
8.2 Amendments and Waivers. Except as otherwise expressly provided
herein, the provisions of this Agreement may be amended or waived at any time
only by the written agreement of Hanover and the Holder. Any waiver, permit,
consent or approval of any kind or character on the part of any of the parties
hereto of any provision or condition of this Agreement must be made in writing
and shall be effective only to the extent specifically set forth in writing.
8.3 Successors and Assigns. Except as otherwise expressly provided
herein, all covenants and agreements contained in this Agreement by or on behalf
of any of the parties hereto will bind and inure to the benefit of the
respective successors and assigns of the parties hereto. Except as set forth in
Section 5.4, this Agreement may not be assigned (and any purported assignment
shall be null and void) without the prior written consent of the non-assigning
Person.
8.4 Descriptive Headings. The descriptive headings of this
Agreement are inserted for convenience of reference only and do not constitute a
part of and shall not be utilized in interpreting this Agreement.
8.5 Notices. Any notices required or permitted to be sent
hereunder shall be delivered personally or mailed, certified mail, return
receipt requested, or delivered by overnight courier service to the following
addresses, or such other address as the Holder designates by written notice to
Hanover, and shall be deemed to have been given upon delivery, if delivered
personally, two (2) business days after mailing, if mailed, or one (1) business
day after delivery to the courier, if delivered by overnight courier service:
If to Hanover, to:
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Hanover Compressor Company
00000 Xxxxx Xxxxxxx Xxxxxxx Xxxx
Xxxxxxx, Xxxxx 00000
Attn: General Counsel
Fax: (000) 000-0000
If to the Holder, to:
Schlumberger Technology Corporation
000 Xxxxxxxxxxxx Xxxxx MD:23
Xxxxx Xxxx, Xxxxx 00000
Attn: General Counsel
Fax: (000) 000-0000
with a copy to (which shall not constitute notice):
Xxxx Xxxx Xxxx & Freidenrich
0000 Xxxxx XxXxx, Xxxxx 000
Xxxxxx, Xxxxx 00000-0000
Attn: Xxxxx X. Xxxxxx, Esq.
Fax: (000) 000-0000
8.6 Execution in Counterparts. This Agreement may be executed in
any number of counterparts, each of which when so executed and delivered shall
be deemed an original, and such counterparts together shall constitute one
instrument.
8.7 Governing Law. This Agreement and the transactions
contemplated hereby shall be construed in accordance with, and governed by, the
laws of the State of New York.
8.8 Consent to Jurisdiction. Each of the parties hereto (i)
consents to submit itself to the personal jurisdiction of any federal court
located in the Borough of Manhattan in the City of New York, New York or any New
York state court in the event any dispute arises out of this Agreement or any of
the transactions contemplated hereby, (ii) agrees that it will not attempt to
deny or defeat such personal jurisdiction by motion or other request for leave
from any such court, and (iii) agrees that it will not bring any action relating
to this Agreement in any court other than a federal court sitting in the Borough
of Manhattan in the City of New York, New York or a New York state court.
8.9 WAIVER OF JURY TRIAL. EACH OF THE PARTIES HERETO HEREBY WAIVES
ITS RESPECTIVE RIGHT TO A JURY TRIAL OF ANY PERMITTED CLAIM OR CAUSE OF ACTION
ARISING OUT OF THIS AGREEMENT, ANY OF THE TRANSACTIONS CONTEMPLATED HEREBY, OR
ANY DEALINGS BETWEEN ANY OF THE PARTIES HERETO RELATING TO THE SUBJECT MATTER OF
THIS AGREEMENT OR ANY OF THE TRANSACTIONS CONTEMPLATED HEREBY. THE SCOPE OF THIS
WAIVER IS INTENDED TO BE ALL ENCOMPASSING OF ANY AND ALL DISPUTES THAT MAY BE
FILED IN ANY COURT AND THAT RELATE TO THE SUBJECT MATTER OF THIS AGREEMENT OR
ANY OF THE TRANSACTIONS CONTEMPLATED
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HEREBY, INCLUDING, WITHOUT LIMITATION, CONTRACT CLAIMS, TORT CLAIMS, AND ALL
OTHER COMMON LAW AND STATUTORY CLAIMS. THIS WAIVER IS IRREVOCABLE, MEANING THAT
IT MAY NOT BE MODIFIED EITHER ORALLY OR IN WRITING, AND THIS WAIVER SHALL APPLY
TO ANY SUBSEQUENT AMENDMENTS, SUPPLEMENTS OR OTHER MODIFICATIONS TO THIS
AGREEMENT, ANY OF THE TRANSACTIONS CONTEMPLATED HEREBY OR TO ANY OTHER DOCUMENT
OR AGREEMENT RELATING TO THE TRANSACTIONS CONTEMPLATED HEREBY.
8.10 Service of Process. Each of the parties hereto irrevocably
consents to the service of any process, pleading, notices or other papers by the
mailing of copies thereof by registered, certified or first class mail, postage
prepaid, to such party at such party's address set forth herein, or by any other
method provided or permitted under New York law; provided that if either party
hereto effects such service of process by any method other than transmittal
thereof via overnight courier, charges prepaid, such party shall simultaneously
transmit a copy thereof via overnight courier, charges prepaid.
8.11 Reproduction of Documents. This Agreement and all documents
relating hereto, including, but not limited to, (a) consents, waivers,
amendments and modifications which may hereafter be executed and (b)
certificates and other information previously or hereafter furnished, may be
reproduced by any photographic, photostatic, microfilm, optical disk,
micro-card, miniature photographic or other similar process. The parties agree
that any such reproduction shall be admissible in evidence as the original
itself in any judicial or administrative proceeding, whether or not the original
is in existence and whether or not such reproduction was made by a party in the
regular course of business, and that any enlargement, facsimile or further
reproduction of such reproduction shall likewise be admissible in evidence.
8.12 Remedies. Each of the parties to this Agreement will be
entitled to enforce its rights under this Agreement specifically, to recover
damages by reason of any breach of any provision of this Agreement and to
exercise all other rights existing in its favor. The parties hereto agree and
acknowledge that money damages may not be an adequate remedy for any breach of
the provisions of this Agreement and that any party shall be entitled to
immediate injunctive relief or specific performance without bond or the
necessity of showing actual monetary damages in order to enforce or prevent any
violations of the provisions of this Agreement.
8.13 Severability. Whenever possible, each provision of this
Agreement will be interpreted in such manner as to be effective and valid under
applicable law, but if any provision of this Agreement is held to be prohibited
by or invalid under applicable law, such provision will be ineffective only to
the extent of such prohibition or invalidity, without invalidating the remainder
of this Agreement.
8.14 Final Agreement. This Agreement constitutes the complete and
final agreement of the parties concerning the matters referred to herein, and
supersedes all prior agreements and understandings.
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8.15 No Strict Construction. The language used in this Agreement
will be deemed to be the language chosen by the parties hereto to express their
mutual intent, and no rule of strict construction will be used against any
Person.
* * * * *
[Signature Page Follows]
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The parties hereto have executed this Agreement as of the date first set forth
above.
HANOVER COMPRESSOR COMPANY
By: /s/ Xxxx X. Xxxxxxx
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Name: Xxxx X. Xxxxxxx
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Title: Senior Vice President and
Chief Financial Officer
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SCHLUMBERGER TECHNOLOGY
CORPORATION
By: /s/ Xxxx Xxxxxx
----------------------------------------
Name: Xxxx Xxxxxx
--------------------------------------
Title: Assistant Secretary
-------------------------------------
SIGNATURE PAGE
REGISTRATION RIGHTS AGREEMENT
