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EXHIBIT 4.5
March 21, 1996
Dear Investor:
Reference is made to (i) the Confidential Offering Memorandum of
Hanover Compressor Company (the "Company"), dated as of Xxxxx 00, 0000 (xxx
"Xxxxxxxxxx"), (xx) that certain Amended and Restated Stockholders' Agreement
of the Company, dated as of August 7, 1995, between the Company and the
stockholders signatories thereto, attached to the Memorandum as Exhibit B (the
"Stockholders Agreement") and (iii) that certain 1996 Employee Stock Offering
Subscription Agreement, dated as of March 21, 1996, between the Company and
you, attached to the Memorandum as Exhibit A (the "Subscription Agreement").
All capitalized terms used herein but not otherwise defined shall have the
meaning assigned to them in the Stockholders' Agreement.
This is the letter agreement described in the Memorandum which is
required to be delivered to the Company in connection with your subscription
for shares of Common Stock pursuant to Section 3(b)(vi) of the Subscription
Agreement.
Under Section 3.5(d) of the Stockholders' Agreement, if your
employment with the Company is terminated by reason of your Voluntary
Termination without Good Reason, the Company has the right, but not the
obligation, to purchase all of the shares of Common Stock that you acquire
subject to the Stockholders' Agreement. Section 3.5(d) of the Stockholders'
Agreement also sets forth obligations of the Company in paying you for your
shares of Common Stock under such circumstances. By executing this agreement,
you agree that the payment provisions set forth in the third sentence of
Section 3.5(d) of the Stockholders' Agreement shall be determined by reference
to the date of your Subscription Agreement, March 21, 1996, rather than the
date of the Stockholders' Agreement.
Please acknowledge your agreement with the foregoing by signing this
letter and the extra copy of this letter in the space provided and returning
this letter agreement and both signature pages to the Company.
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March 21, 1996
Page 2
Very truly yours,
HANOVER COMPRESSOR COMPANY,
By:
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Xxxxxx Xxxxxxx, Chief Financial
Officer and Treasurer
Accepted and Agreed to as
of the date first written above.
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Name:
