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-4.5 — Form of Letter Agreement to the Stockholders Agmt.
EX-4.5 | 1st Page of 2 | TOC | ↑Top | Previous | Next | ↓Bottom | Just 1st |
---|
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 March 21, 1996 (the
"Memorandum"), (ii) 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.
March 21, 1996
Page 2
Very truly yours,
HANOVER COMPRESSOR COMPANY,
By:
-----------------------------------
Curtis Bedrich, Chief Financial
Officer and Treasurer
Accepted and Agreed to as
of the date first written above.
--------------------------------
Name:
Dates Referenced Herein
| Referenced-On Page |
---|
This ‘S-1’ Filing | | Date | | First | | Last | | | Other Filings |
---|
| | |
Filed on: | | 4/11/97 | | | | | | | None on these Dates |
| | 3/21/96 | | 1 | | 2 |
| | 8/7/95 | | 1 |
| List all Filings |
↑Top
Filing Submission 0000950129-97-001512 – Alternative Formats (Word / Rich Text, HTML, Plain Text, et al.)
Copyright © 2024 Fran Finnegan & Company LLC – All Rights Reserved.
About — Privacy — Redactions — Help —
Thu., Mar. 28, 7:41:16.1am ET