Initial Public Offering (IPO): Registration Statement (General Form) — Form S-1
Filing Table of Contents
Document/Exhibit Description Pages Size
1: S-1 Hanover Compressor Company 90 504K
2: EX-2.1 Agreement and Plan of Merger Dated 10/13/95 83 321K
3: EX-3.1 Amended & Restated Certificate of Inc. of Hanover 5 22K
4: EX-3.2 Form of Amended & Restated By-Laws of Hanover 11 41K
5: EX-3.3 Certificate of Amend. of Certificate of Incorp. 2 15K
6: EX-4.1 3rd Amended & Restated Registration Agrmt. 12/5/95 21 74K
14: EX-4.10 Form of Warrant Agreement 19 73K
7: EX-4.3 Stockholders Agreement Dated 1/27/95 21 71K
8: EX-4.4 Amended & Restated Stockholders Agreement 8/7/95 22 91K
9: EX-4.5 Form of Letter Agreement to the Stockholders Agmt. 2 15K
10: EX-4.6 Stockholders Agreement as of 8/7/95 16 70K
11: EX-4.7 Stockholders Agreement as of 12/5/95 18 73K
12: EX-4.8 Pledge Agreement 12/19/95 by Hanover Acquisition 13 47K
13: EX-4.9 2nd Amended & Restated Pledge Agreement 12/19/95 15 55K
15: EX-10.1 2nd Amended & Restated Credit Agreement 12/19/95 114 399K
24: EX-10.10 Hanover Compressor Co. 1996 Employee Stock Options 18 48K
25: EX-10.11 Oem Sales & Purchase Agreement 7 21K
26: EX-10.12 Distribution Agreement 2/23/95 10 46K
27: EX-10.13 Exclusive Distribution Agreement Dated 2/23/95 11 43K
28: EX-10.14 Lease Agreement With Option to Purchase 2/24/95 10 40K
29: EX-10.15 Lease Agreement 12/4/90 W/Hanover & Ricardo Guerra 19 60K
30: EX-10.16 Lease Agreement 3/31/95 W/Hanover & Smith Ind.,Inc 21 73K
31: EX-10.17 Lease Agreement With Option to Purchase 5/8/93 21 65K
32: EX-10.18 Indemnification Agreement Dated 12/5/95 6 28K
33: EX-10.19 Put Agreement Dated 12/5/95 2 15K
16: EX-10.2 Loan Agreement 12/19/95 90 350K
34: EX-10.20 Exchange & Subordinated Loan Agreement 12/23/96 19 49K
17: EX-10.3 Management Fee Letter 11/14/95 6 30K
18: EX-10.4 Hanover Compressor Co. Senior Executive Stock Plan 19 48K
19: EX-10.5 1993 Hanover Compressor Co. Management Stock Plan 18 47K
20: EX-10.6 Hanover Compressor Co. Incentive Option Plan 16 43K
21: EX-10.7 Amend.& Restatement of the Incentive Option Plan 17 42K
22: EX-10.8 Hanover Compressor Co. 1995 Employee Stock Option 18 48K
23: EX-10.9 Hanover Compressor Co. 1995 Management Stock Plan 18 48K
35: EX-11.1 Statement Re Computation of Earnings Per Share 2± 14K
36: EX-23.1 Consent of Price Waterhouse LLP 1 11K
37: EX-23.2 Consent of Arthur Andersen LLP 1 11K
38: EX-27 Financial Data Schedule 1 14K
EX-10.19 — Put Agreement Dated 12/5/95
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EXHIBIT 10.19
AGREEMENT
WITNESS this agreement dated the 5th day of December, 1995 by and between Astra
Resources, Inc. ("Astra"), a Kansas corporation, Hanover Compressor Company
("Hanover"), a Delaware corporation and Astra Resources Compression, Inc.
("Compression"), a Texas corporation, collectively referred to as the
"Parties."
WHEREAS the Parties have entered into an Agreement and Plan of Merger of like
date which provides for the merger of Hanover Acquisition Corp., a wholly owned
subsidiary of Hanover, into ("Compression"), a wholly owned subsidiary of
Astra. Upon such combination Compression will become a wholly-owned subsidiary
of Hanover,
WHEREAS Compression is the owner of its shop facilities in East Bernard, Texas
(the "Facility"), and
WHEREAS Compression's predecessor(s) in title, including any Trustees or
Receivers of a predecessor, caused a portion of the Facility formerly used as a
solid waste landfill to be remediated by the removal of all, or substantially
all, of the solid waste from the site for disposal, and
WHEREAS Hanover has expressed concern over the marketability of the Facility
under the circumstances described above,
NOW THEREFORE the Parties agree as follows:
1. THE FACILITY: Pursuant to the terms and conditions contained in the
Agreement and Plan of Merger the Facility will continue as property of the
surviving entity, Compression. This Agreement provides for the possibility of
conveyance of the Facility from Compression to Astra within five years of the
date of this agreement (the "Hanover Option").
2. HANOVER OPTION: Astra agrees to the Hanover Option for conveyance of
the property to Astra under the following conditions:
(a) Hanover shall provide substantial evidence of its good faith
to market the Facility, which effort failed to result in a bona fide offer
resulting in a sale in excess of $150,000 from an entity capable of purchasing,
(i) primarily as a result of the perceived impact of the remediated solid waste
landfill, or (ii) the obligation for continued compliance by such transferee(s)
of paragraph 2(b) hereof as required by the Agreement and Plan of Merger, and
(b) Hanover shall provide evidence that it has not conducted any
of the following prohibited activities concerning the Facility:
(i) Hanover and Compression, their employees,
agents, representatives or contractors, have not conducted any Phase II
environmental audit review or drilling for purposes of taking soil or
groundwater samples at the Facility unless required to do so by a regulatory
agency having jurisdiction over soil and groundwater contamination,
(ii) Hanover and Compression, their employees,
agents, representatives or contractors have not operated the Facility or taken
any action subsequent to the date hereof which would reasonably be expected to
have a negative environmental impact on the Facility, and
(iii) Hanover and Compression, their employees,
agents, representatives or contractors have not initiated, nor caused to be
initiated any investigation of the Facility, for which Astra does not
reasonably believe the parties are legally obligated to initiate.
3. EXERCISE OF THE HANOVER OPTION: Hanover has the sole option to
convey, or cause to be conveyed from Compression, the Facility to Astra, or its
successor, at any time within five years from the date of this agreement if the
conditions specified above have all been met. Good and marketable title shall
be transferred by Special Warranty Deed.
4. CONSIDERATION: The total consideration to be paid by Astra for the
Facility upon exercise of the Hanover Option will be One Hundred, Fifty
Thousand Dollars ($150,000).
5. ENTIRE AGREEMENT: This Agreement constitutes the entire agreement
between the Parties relating to the Hanover Option and all prior discussions
and writings are superseded by this Agreement, which may not be amended except
in writing by the Parties.
6. APPLICABLE LAW: This Agreement shall be governed by the laws of the
State of Texas.
HANOVER COMPRESSOR COMPANY
BY:
----------------------------
ASTRA RESOURCES, INC.
BY
----------------------------
ASTRA RESOURCES COMPRESSION, INC.
BY:
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