Hanover Compression Lp Sample Contracts

Exterran Energy Solutions, L.P. – Page ARTICLE I. IDENTIFICATION; OFFICES 1 Section 1. NAME 1 Section 2. PRINCIPAL AND BUSINESS OFFICES 1 Section 3. REGISTERED AGENT AND OFFICE 1 Section 4. PLACE OF KEEPING CORPORATE RECORDS 1 ARTICLE II. STOCKHOLDERS 1 Section 1. ANNUAL MEETING 1 Section 2. SPECIAL MEETING 1 Section 3. PLACE OF STOCKHOLDER MEETINGS 2 Section 4. NOTICE OF MEETINGS 2 Section 5. QUORUM AND ADJOURNED MEETINGS 2 Section 6. FIXING OF RECORD DATE 3 Section 7. VOTING LIST 3 Section 8. VOTING 4 Section 9. PROXIES 4 Section 10. RATIFICATlON OF ACTS OF DIRECTORS AND OFFICERS 4 Section 11. INFORMAL ACTION OF STOCKHOLDERS (March 12th, 2018)
Exterran Energy Solutions, L.P. – CERTIFICATE OF LIMITED PARTNERSHIP OF HANOVER COMPRESSION LIMITED PARTNERSHIP (March 12th, 2018)

SECOND: The address of its registered office in the State of Delaware is 1209 Orange Street in the City of Wilmington, County of New Castle. The name of its registered agent at such address is The Corporation Trust Company.

Exterran Energy Solutions, L.P. – CERTIFICATE OF INCORPORATION OF EES FINANCE CORP. (March 12th, 2018)

The undersigned, a natural person (the “Sole Incorporator”), for the purpose of organizing a corporation to conduct the business and promote the purposes hereinafter stated, under the provisions and subject to the requirements of the laws of the State of Delaware hereby certifies that:

Exterran Energy Solutions, L.P. – LIMITED PARTNERSHIP AGREEMENT OF HANOVER COMPRESSION LIMITED PARTNERSHIP (March 12th, 2018)

This Limited Partnership Agreement of Hanover Compression L.P. is made and entered into to be effective as of the 8 day of December, 2000, by and among Hanover LLC 3, LLC, a Delaware limited liability company, as general partner, and Hanover Compression Limited Holdings, LLC, a Delaware limited liability company, as limited partner. All capitalized terms used herein shall have the meaning set forth in Section 1.08 hereof and Exhibit A hereto unless the context clearly indicates otherwise.

Exterran Energy Solutions, L.P. – INDENTURE EXTERRAN ENERGY SOLUTIONS, L.P. and EES FINANCE CORP., as Issuers, EXTERRAN CORPORATION, as Parent, and EACH OF THE SUBSIDIARY GUARANTORS PARTY HERETO TO WELLS FARGO BANK, NATIONAL ASSOCIATION TRUSTEE Dated as of [●] (March 12th, 2018)

INDENTURE, dated as of [●], among Exterran Energy Solutions, L.P., a Delaware limited partnership, EES Finance Corp., a Delaware corporation, Exterran Corporation, a Delaware corporation, the Subsidiary Guarantors (as defined below) party hereto and Wells Fargo Bank, National Association, a national banking association, as Trustee (as defined below).

Exterran Energy Solutions, L.P. – OFFICE LEASE AGREEMENT BY AND BETWEEN RFP LINCOLN GREENSPOINT, LLC, AS LANDLORD AND EXTERRAN ENERGY SOLUTIONS, L.P., AS TENANT (August 30th, 2007)
Exterran Energy Solutions, L.P. – CERTIFICATE OF AMENDMENT of CERTIFICATE OF LIMITED PARTNERSHIP of HANOVER COMPRESSION LIMITED PARTNERSHIP a Delaware limited partnership (to be renamed EXTERRAN ENERGY SOLUTIONS, L.P.) (August 23rd, 2007)

The undersigned, an authorized person of Hanover Compression Limited Partnership (the “Partnership”), a limited partnership organized and existing under and by virtue of the Delaware Revised Uniform Limited Partnership Act, hereby certifies that:

Hanover Compression Lp – NOTICE OF TRADING RESTRICTION PERIOD (August 15th, 2006)

This notice is given pursuant to Section 306(a) of the Sarbanes-Oxley Act of 2002 and Rule 104 of SEC Regulation BTR. Due to The Hanover Companies Retirement Savings Plan (the “401(k) Plan”) conversion of its recordkeeper to Prudential Retirement, there will be a trading blackout period for all executive officers and directors beginning on September 15, 2006, and ending when the conversion is complete, which is anticipated to be the week of October 15, 2006.

Hanover Compression Lp – HANOVER COMPRESSOR COMPANY AWARD NOTICE PERFORMANCE-VESTED RESTRICTED STOCK (July 27th, 2006)

Hanover Compressor Company (the “Company”), has granted to you, [NAME] (“the Participant”), shares of restricted stock under the Hanover Compressor Company 2006 Stock Incentive Plan (the “Plan”). All capitalized terms in this Notice have the same meaning ascribed to them in the Plan.

Hanover Compression Lp – HANOVER COMPRESSOR COMPANY AWARD NOTICE TIME-VESTED RESTRICTED STOCK (July 27th, 2006)

Hanover Compressor Company (the “Company”), has granted to you, [NAME] (“the Participant”), shares of restricted stock under the Hanover Compressor Company 2006 Stock Incentive Plan (the “Plan”). All capitalized terms in this Notice have the same meaning ascribed to them in the Plan.

Hanover Compression Lp – HANOVER COMPRESSOR COMPANY AWARD NOTICE TIME-VESTED RESTRICTED STOCK UNIT (Stock-Settled) (July 27th, 2006)

Hanover Compressor Company (the “Company”), has granted to you, [NAME] (“the Participant”), restricted stock units under the Hanover Compressor Company 2006 Stock Incentive Plan (the “Plan”). All capitalized terms in this Notice have the same meaning ascribed to them in the Plan.

Hanover Compression Lp – HANOVER COMPRESSOR COMPANY 2006 LONG-TERM CASH INCENTIVE PLAN (July 27th, 2006)

Effective as of July 1, 2006, the Company has established the HANOVER COMPRESSOR COMPANY 2006 LONG-TERM CASH INCENTIVE PLAN. The purpose of the Plan is to award cash bonuses to employees as an incentive to remain with the Company or its Affiliates over the long term.

Hanover Compression Lp – HANOVER COMPRESSOR COMPANY AWARD NOTICE PERFORMANCE-VESTED RESTRICTED STOCK UNIT (Stock-Settled) (July 27th, 2006)

Hanover Compressor Company (the “Company”), has granted to you, [NAME] (“the Participant”), restricted stock units under the Hanover Compressor Company 2006 Stock Incentive Plan (the “Plan”). All capitalized terms in this Notice have the same meaning ascribed to them in the Plan.

Hanover Compression Lp – HANOVER COMPRESSOR COMPANY AWARD NOTICE CASH INCENTIVE AWARD (July 27th, 2006)

Hanover Compressor Company (the “Company”), has awarded you, [NAME] (“the Participant”), a cash incentive award under the Hanover Compressor Company 2006 Long-Term Cash Incentive Plan (the “Plan”). All capitalized terms in this Notice have the same meaning ascribed to them in the Plan.

Hanover Compression Lp – Annual Retainer $30,000 Committee Chairman Annual Retainer Audit Committee $15,000 Compensation Committee $15,000 Finance Committee $10,000 Governance Committee $10,000 Board Chairman Annual Retainer $120,000 Attendance Fee $1,500 paid for all in-person and telephonic board and committee meetings. Restricted Stock Time-vested restricted stock valued at approximately $105,000 on the date of grant and subject to the terms of 2006 Stock Incentive Plan. The shares vest one-third per year over a three-year period, subject however, to immediate vesting in the event of a change in control. Directors (July 27th, 2006)
Hanover Compression Lp – HANOVER COMPRESSOR COMPANY, as Issuer HANOVER COMPRESSION LIMITED PARTNERSHIP, as Subsidiary Guarantor and WACHOVIA BANK, NATIONAL ASSOCIATION, as Trustee Fourth Supplemental Indenture Dated as of March 31, 2006 to Senior Indenture Dated as of December 15, 2003 71/2% Senior Notes due 2013 (March 31st, 2006)

FOURTH SUPPLEMENTAL INDENTURE, dated as of March 31, 2006 (this “Supplemental Indenture”), among Hanover Compressor Company, a Delaware corporation (the “Company”), having its principal office at 12001 North Houston Rosslyn, Houston, Texas 77086, Hanover Compression Limited Partnership, a Delaware limited partnership (“HCLP”), and Wachovia Bank, National Association, a national banking association, as trustee (the “Trustee”), having its Corporate Trust Office at 5847 San Felipe, Suite 1050, Houston, Texas 77057.

Hanover Compression Lp – March 31, 2006 Hanover Compressor Company 12001 North Houston Rosslyn Road Houston, Texas 77086 Re: 71/2% Senior Notes due 2013 Ladies and Gentlemen: (March 31st, 2006)

We have acted as counsel for Hanover Compressor Company, a Delaware corporation (the “Company”), and Hanover Compression Limited Partnership, a Delaware limited partnership (“HCLP”), with respect to certain legal matters in connection with the registration by the Company and HCLP under the Securities Act of 1933 (the “Securities Act”) of the offer and sale by the Company from time to time pursuant to Rule 415 under the Securities Act of $150,000,000 aggregate principal amount of 71/2% Senior Notes due 2013, which are fully and unconditionally guaranteed by HCLP (the “Securities”).

Hanover Compression Lp – HANOVER COMPRESSOR COMPANY 71/2% Senior Notes due 2013 Underwriting Agreement March 27, 2006 (March 28th, 2006)