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EXHIBIT 10.6
LEASE SUPPLEMENT NO. 1
THIS LEASE SUPPLEMENT NO. 1 (this "Lease Supplement") dated as
of July 22, 1998, between HANOVER EQUIPMENT TRUST 1998A, a Delaware business
trust, as lessor (the "Lessor"), and HANOVER COMPRESSOR COMPANY, a Delaware
corporation, as lessee (the "Lessee").
WHEREAS, the Lessor is the owner of the Equipment described on
Schedule I hereto (the "Leased Equipment") and wishes to lease the same to the
Lessee;
NOW, THEREFORE, in consideration of the premises and the
mutual agreements herein contained and other good and valuable consideration,
the receipt and sufficiency of which are hereby acknowledged, the parties hereto
agree as follows:
1. Definitions; Rules of Usage. For purposes of this Lease
Supplement, capitalized terms used herein and not otherwise herein shall have
the meanings assigned to them in Annex A to the Participation Agreement, dated
as of July 22, 1998, among the Lessee, the Lessor, the Investors, the Agent, and
the Lenders, as it may be amended, supplemented or otherwise modified from time
to time.
2. The Equipment. Attached hereto as Schedule I is the
description of the Leased Equipment. Effective upon the execution and delivery
of this Lease Supplement by the Lessor and the Lessee, the Leased Equipment
shall be subject to the terms and provisions of the Lease.
3. Ratification. Except as specifically modified hereby, the
terms and provisions of the Lease are hereby ratified and confirmed and remain
in full force and effect.
4. Original Lease Supplement. The single executed original of
this Lease Supplement marked "THIS COUNTERPART IS THE ORIGINAL EXECUTED
COUNTERPART" on the signature page thereof and containing the receipt of the
Agent therefor on or following the signature page thereof shall be the Original
Executed Counterpart of this Lease Supplement (the "Original Executed
Counterpart"). To the extent that this Lease Supplement constitutes chattel
paper, as such term is defined in the Uniform Commercial Code as in effect in
any applicable jurisdiction, no security interest in this Lease Supplement may
be created through the transfer or possession of any counterpart other than the
Original Executed Counterpart.
5. GOVERNING LAW. THIS LEASE HAS BEEN DELIVERED IN, AND SHALL
IN ALL RESPECTS BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF
THE STATE OF NEW YORK APPLICABLE TO AGREEMENTS MADE AND TO BE PERFORMED ENTIRELY
WITHIN SUCH STATE.
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6. Counterpart Execution. This Lease Supplement may be
executed in any number of counterparts and by each of the parties hereto in
separate counterparts, all such counterparts together constituting but one and
the same instrument.
7. Recordation. The Lessor and the Lessee agree that a
memorandum of this Lease Supplement No. 1 shall be recorded at the Lessee's sole
cost and expense as required by the Lease.
IN WITNESS WHEREOF, the parties have caused this Lease
Supplement No. 1 be duly executed and delivered as of the date first above
written.
HANOVER COMPRESSOR COMPANY
By: /s/ XXXXXX XXXXXXX
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Name: Xxxxxx Xxxxxxx
Title: Treasurer
By: Wilmington Trust Company,
not in its individual capacity
but solely as Trustee
By: /s/ XXXXXX X. XXXXXXXXX
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Name: Xxxxxx X. XxxXxxxxx
Title: Assistant Vice President
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Receipt of this original counterpart of the foregoing Lease
Supplement is hereby acknowledged on this 22nd day of July, 1998.
THE CHASE MANHATTAN BANK, as the Agent
for the Lenders
By: /s/ XXXXX X. XXXX
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Name: Xxxxx X. Xxxx
Title: Vice President
