CREDIT AGREEMENT among HANOVER COMPRESSOR COMPANY, HANOVER COMPRESSION LIMITED PARTNERSHIP, BANK ONE, NA as SYNDICATION AGENT JPMORGAN CHASE BANK as ADMINISTRATIVE AGENT and THE SEVERAL LENDERS PARTIES HERETO Dated as of December 15, 2003Credit Agreement • December 16th, 2003 • Hanover Compressor Co / • Services-equipment rental & leasing, nec • New York
CREDIT AGREEMENT, dated as of December 15, 2003 (as amended, supplemented or otherwise modified from time to time, this “Agreement”), among Hanover Compressor Company, a Delaware corporation (“Hanover”), Hanover Compression Limited Partnership (formerly known as Hanover Compression Inc., “HCLP”), Bank One, NA, as syndication agent, the several banks and other financial institutions from time to time parties to this Agreement (the “Lenders”) and JPMorgan Chase Bank, a New York banking corporation, as agent for the Lenders hereunder (in such capacity, the “Administrative Agent”).
HANOVER COMPRESSOR COMPANY Underwriting AgreementUnderwriting Agreement • December 16th, 2003 • Hanover Compressor Co / • Services-equipment rental & leasing, nec • New York
Hanover Compressor Company, a Delaware corporation (the “Company”), proposes to issue and sell to the several underwriters listed in Schedule 1 hereto (the “Underwriters”), for whom J.P. Morgan Securities Inc. is acting as representative (the “Representative”), $125,000,000 principal amount of its 4.75% Convertible Senior Notes due 2014 (the “Firm Securities”). The Securities will be issued pursuant to a supplemental indenture, to be dated as of December 15, 2003 (the “Supplemental Indenture”), between the Company and Wachovia Bank, National Association, as trustee (the “Trustee”), to the base indenture, to be dated as of December 15, 2003, between the Company and the Trustee (the “Base Indenture,” as supplemented and amended by the Supplemental Indenture, the “Indenture”).
HANOVER COMPRESSOR COMPANY, as Issuer and WACHOVIA BANK, NATIONAL ASSOCIATION, as TrusteeSecond Supplemental Indenture • December 16th, 2003 • Hanover Compressor Co / • Services-equipment rental & leasing, nec • New York
SECOND SUPPLEMENTAL INDENTURE, dated as of December 15, 2003 (this “Supplemental Indenture”), between Hanover Compressor Company, a Delaware corporation (the “Company”), having its principal office at 12001 North Houston Rosslyn, Houston, Texas 77086, 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 COMPRESSOR COMPANY Underwriting Agreement December 9, 2003Hanover Compressor Co / • December 16th, 2003 • Services-equipment rental & leasing, nec • New York
Hanover Compressor Company, a Delaware corporation (the “Company”), proposes to issue and sell to the several underwriters listed in Schedule 1 hereto (the “Underwriters”), for whom J.P. Morgan Securities Inc. is acting as representative (the “Representative”), $200,000,000 principal amount of its 8.625% Senior Notes due 2010 (the “Securities”). The Securities will be issued pursuant to a supplemental indenture, to be dated as of December 15, 2003 (the “Supplemental Indenture”), among the Company, Hanover Compression Limited Partnership, as guarantor (the “Guarantor”), and Wachovia Bank, National Association, as trustee (the “Trustee”), to the base indenture, to be dated as of December 15, 2003, among the Company, the Guarantor and the Trustee (the “Base Indenture,” as supplemented and amended by the Supplemental Indenture, the “Indenture”), and will be fully and unconditionally guaranteed by the Guarantor (the “Guarantee”).
GUARANTEE AND COLLATERAL AGREEMENT made by HANOVER COMPRESSOR COMPANY HANOVER COMPRESSION LIMITED PARTNERSHIP and certain of their Subsidiaries in favor of JPMORGAN CHASE BANK, as Collateral Agent Dated as of December 15, 2003,Guarantee and Collateral Agreement • December 16th, 2003 • Hanover Compressor Co / • Services-equipment rental & leasing, nec • New York
GUARANTEE AND COLLATERAL AGREEMENT, dated as of December 15, 2003, made by each of the signatories hereto (together with any other entity that may become a party hereto as provided herein, the “Grantors”), in favor of JPMorgan Chase Bank, as Collateral Agent (in such capacity, the “Collateral Agent”) for the Secured Parties (as hereinafter defined).
