SEC Info  
    Home      Search      My Interests      Help      Sign In      Please Sign In

Exterran Energy Corp. – IPO: ‘S-1’ on 4/11/97 – EX-4.5

As of:  Friday, 4/11/97   ·   Accession #:  950129-97-1512   ·   File #:  333-24953

Previous ‘S-1’:  None   ·   Next:  ‘S-1/A’ on 6/9/97   ·   Latest:  ‘S-1/A’ on 6/26/97

Find Words in Filings emoji
 
  in    Show  and   Hints

  As Of                Filer                Filing    For·On·As Docs:Size              Issuer               Agent

 4/11/97  Exterran Energy Corp.             S-1                   38:1.8M                                   Bowne - Houston/FA

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-4.51st Page of 2TOCTopPreviousNextBottomJust 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.
EX-4.5Last Page of 2TOC1stPreviousNextBottomJust 2nd
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:4/11/97None on these Dates
3/21/9612
8/7/951
 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.
AboutPrivacyRedactionsHelp — Thu., Mar. 28, 7:41:16.1am ET