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-10.17 — Lease Agreement With Option to Purchase 5/8/93
Exhibit Table of Contents
EXHIBIT 10.17
FIRST AMENDMENT OF LEASE AGREEMENT
WITH OPTION TO PURCHASE
This First Amendment of Lease Agreement with Option to Purchase (this
"First Amendment") is made and entered into effective as of August 12, 1993, by
and between C & M LAND ACCOUNT, a Louisiana partnership ("Lessor"), and HANOVER
COMPRESSOR COMPANY, a Delaware corporation ("Lessee").
R E C I T A L S
A. On or before June 8, 1993, Lessor and Lessee entered into a
Lease Agreement with Option to Purchase (the "Lease") concerning all of that
certain tract or parcel of land located in Lafayette, Louisiana being described
in Exhibit "A" attached hereto, together with any and all improvements now
located thereon or hereafter constructed.
B. Simultaneously with the execution of the Lease, Lessor and
Lessee entered into that certain Workletter (the "Workletter") dated June 8,
1993, relative to the construction and completion of the Leased Premises
described in the Lease.
C. Lessor and Lessee desire to execute this First Amendment to
amend the "Term of Lease" and "Delayed Possession" provisions of the Lease and
to make certain agreements concerning the Final Plans (as defined in the
Workletter).
A G R E E M E N T S
NOW THEREFORE, for and in consideration of the mutual promises and
covenants set forth herein and for other good and valuable consideration,
Lessor and Lessee hereby agree as follows:
1. Section 2 of the Lease is hereby deleted in its entirety and
the following is hereby substituted in lieu thereof:
"2. TERM OF LEASE
Subject to the terms, covenants, agreements, and conditions
herein, the lease term shall be for ten (10) years commencing on
August 12, 1993, and expiring on August 11, 2003."
2. Section 6 of the Lease is hereby deleted in its entirety and
the following is hereby substituted in lieu thereof:
"6. DELAYED POSSESSION
Notwithstanding anything to the contrary herein, in the event
Lessor is not able to tender possession of the Leased Premises to
Lessee with all Leasehold Improvements (as defined in the Workletter)
fully completed on or before February 28, 1994, Lessee shall have the
option to terminate this Lease on or before March 31, 1994."
3. Notwithstanding the terms and provisions of Section 1 of the
Workletter, Lessor and Lessee hereby agree that those certain architectural
drawings dated July 22, 1993, prepared for Hanover Compressor Company by Edmond
E. Dupre, Inc. consisting of eight (8) pages shall constitute the Final Plans
as defined in the Workletter. In addition, Lessor and Lessee hereby agree to
amend the Final Plans as follows:
a. Gas drop lines will be located in the main shop and
the paint shop as required by Lessee.
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b. A Gardner/Denver Model APOQ 30 horsepower (233 Phase)
air compressor will be installed in the Leased
Premises in a manner and location acceptable to
Lessee, and air "hook-up" lines will be located in
the main shop and the paint shop as required by
Lessee.
c. Overhead doors will be installed with high lift
manufacturing as required by Lessee. In the event
high lift doors will not be able to clear the fifty
(50) foot span of the crane, canister doors
acceptable to Lessee will be installed.
d. Lessee will assure that the crane to be installed in
the Leased Premises will accept 230 three phase
power.
4. Lessor and Lessee specifically acknowledge and agree that,
except as modified and amended herein, the Lease and Workletter are hereby
ratified and affirmed in their entirely and remain in full force and effect as
though set forth herein.
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EXECUTED as of the date set forth first above.
LESSOR:
C & M LAND ACCOUNT
By:
---------------------------
Name:
-------------------------
Title:
------------------------
LESSEE:
HANOVER COMPRESSOR COMPANY
By:
---------------------------
Name:
-------------------------
Title:
------------------------
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LEASE AGREEMENT
WITH OPTION TO PURCHASE
This Lease Agreement (hereinafter this "Lease"), dated June _, 19_,
between C & M LAND ACCOUNT, a Louisiana partnership whose address is P.O. Box
51808, Lafayette, Louisiana 70505-1808, and/or assigns (hereinafter referred to
as "Lessor"), and HANOVER COMPRESSOR COMPANY, a Delaware corporation, whose
address is 4245 North Central Expressway, Suite 350, Dallas, Texas 75205
(hereinafter referred to as "Lessee").
1. LEASED PREMISES
The "Leased Premises" consists of that certain tract or parcel of land
located in Lafayette, Louisiana being described in Exhibit "A" and made a part
hereof for all intents and purposes, together with any and all improvements now
located thereon or hereafter constructed.
2. TERM OF LEASE
Subject to the terms, covenants, agreements and conditions herein,
lease term shall be for ten (10) years commencing on the date Lessee
acknowledges in writing to Lessor approval of the plans and specifications for
all improvements to be constructed by Lessor pursuant to that certain
workletter (the "Workletter") of even date herewith between Lessor and Lessee
(the "Commencement Date").
3. RENT
Lessee shall pay to Lessor as rent during the term of this Lease Four
Thousand Nine Hundred Ninety-Five and No/100 Dollars ($4,995.00) per month
payable in advance. Notwithstanding the Commencement Date of the Lease set
forth in Paragraph 2 above Lessee shall not be obligated to commence rent
payments until the date Lessor tenders possession of the Leased Premises to
Lessee with all Leasehold Improvements (as defined in the Workletter) fully
completed pursuant to the Workletter and Lessee occupies the Leased Premises.
Rent shall be due and payable upon such occupancy by Tenant and rent for
subsequent months shall be payable on the first day of each calendar month
thereafter. Rent payments for any fractional month shall be prorated. All rent
payments shall be made by Lessee to Lessor at Lessor's address first designated
above, or such other place as the Lessor may designate in advance to Lessee in
writing.
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4. SECURITY DEPOSIT
On or before the Commencement Date, Lessee shall deposit with Lessor a
security deposit in the amount of Fourteen Thousand Nine Hundred Eight-Five and
No/100 Dollars ($14,985.00) which is pledged to secure the faithful performance
of all obligations of Lessee under this Lease. Said deposit shall be
non-interest bearing and shall not be considered rent under this Lease. Said
deposit shall not be released until this Lease has terminated and it has been
determined by Lessor that Lessee has complied with all of Lessee's obligations
under this Lease. If Lessee fails to pay rent or other charges due hereunder,
or otherwise defaults with respect to any provision of this Lease, Lessor may
use, apply, or retain all or any portion of said deposit for the payment of any
rent or other sum to which Lessor may become obligated by reason of Lessee's
default, or to compensate Lessor for any loss or damage which Lessor may suffer
thereby.
5. EARLY OCCUPANCY
If Lessee occupies the Leased Premises prior to the Commencement Date,
Lessee's occupancy of the Leased Premises shall be subject to all of the
provisions of this Lease Early occupancy of the Leased Premises shall not
advance the expiration date of this Lease. Lessee shall pay rent and all other
charges specified in this Lease for the early occupancy period.
6. DELAYED POSSESSION
Notwithstanding anything to the contrary herein, Lessee shall have the
option to terminate this Lease on or before January 31, 1994, if Lessor is not
able to tender possession of the Leased Premises to Lessee with all Leasehold
Improvements (as defined in the Workletter) fully completed on or before
December 31, 1993.
7. UTILITY CHARGES
Lessee shall pay all charges for water, electricity, gas, telephone,
and all other utility services furnished to the Leased Premises, and shall also
pay sewer charges and associated taxes.
8. USE, COMPLIANCE WITH LAWS, AND RESTRICTIONS
Lessee may use and the Leased Premises for any industrial purpose
permitted by law and for any other lawful purpose. Lessee shall have the
peaceful and quiet use of the Leased Premises for the previously stated purpose
without hindrance on the part of Lessor, and Lessor shall warrant and defend
Lessee in such peaceful and quiet use against the lawful claims of all persons.
Lessee shall not breach or suffer the breach of any of the conditions,
agreements, and current restrictions of record affecting the Leased Premises
and shall hold Lessor harmless from all consequences of any such breach.
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Lessee agrees at all pertinent times herein to comply with all city,
state, and federal environmental laws, rules, and regulations concerning but
not limited to the storage, removal, or use of hazardous materials or wastes,
and Lessee further agrees to allow annual inspections by Lessor or its agents
to determine if Lessee is in full compliance with this subpart.
Lessee further agrees to hold Lessor harmless and to indemnify it from
any and all claims or liability, plus reasonable attorney's fees, arising
solely from Lessee's use of the Leased Premises for any violation or damages
therefrom, whether such incident occurred prior to this Lease, during the term
of this Lease, or after the termination of this Lease of any environmental
laws, rules, and/or regulations of the city, state, or federal government,
including all punitive damages which may be awarded.
Lessee shall not violate or permit to be violated any of the
conditions of the policies of insurance described herein and shall perform and
satisfy all requirements of the insurers.
Lessee has Lessor's permission to erect a sign on the exterior of the
buildings on the Leased Premises and in the front of the Leased Premises, the
size of said signs to conform with governing code requirements. Lessee shall
remove such signs upon termination of this Lease.
9. REPAIRS
Lessee agrees, to take good care of the Leased Premises, and, at its
expense and within a reasonable period of time, to make all repairs, structural
and ordinary in and about the Leased Premises necessary to preserve and
maintain them in good order and condition as when received under this Lease,
except those rendered necessary by fire or other perils covered by the
insurance provided by Lessor. Notwithstanding anything to the contrary
contained within this Lease, Lessor shall enforce for the Lessee's benefit any
construction warranties or guarantees. The provisions of this paragraph are
subject to the provisions of the Workletter.
10. ALTERATIONS OR ADDITIONS BY LESSEE
Lessee shall not make any material alterations or additions to the
Leased Premises, without obtaining Lessor's prior written consent, which
consent shall not be unreasonably withheld or delayed, but any and all
alterations, additions, or other improvements made by Lessee, with or without
the consent of Lessor, regardless of how attached (except movable trade
fixtures and
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equipment), shall become the property of Lessor upon termination of this Lease,
without compensation thereof to Lessee, provided Lessor shall have the right to
require that Lessee, prior to the termination of this Lease, remove any or all
such alterations, additions, or improvements and restore the Leased Premises to
their condition at the time of the commencement of this Lease, normal wear and
tear excepted.
Any such alterations, additions, or other improvements made by Lessee
shall be made at Lessee's cost and Lessee warrants that such work shall be done
in a workmanlike manner, and Lessee shall provide adequate liability insurance
and workmen's compensation; Lessee further warrants that such work; shall be
free and clear of any liens for labor or materials furnished on or to the
herein Leased Premises.
11. LESSOR'S RIGHT TO INSPECT
Lessor or Lessor's duly appointed agent, upon advance written notice
to Lessee except in the case of an emergency, shall have the right to enter the
Leased Premises at all reasonable times for the purpose of inspecting the same.
12. INSPECTION BY PROSPECTS
Upon advance written notice to Lessee, Lessee agrees to allow persons
authorized by Lessor to inspect the Leased Premises during the term of this
Lease with the view of purchasing the same and during the last year of the term
of this Lease with the view of renting the same, such inspections to be at
reasonable hours.
13. GENERAL LIABILITY INSURANCE
During the term of this Lease, Lessee shall keep in effect, at its own
cost, public liability and property damage insurance covering any and all
claims for injuries to persons or property with a limit of at least $500,000.00
per occurrence. The policy shall name Lessor as an additional insured; and the
policy shall contain a clause providing for thirty (30) days written notice to
Lessor of cancellation or intent not to renew. A copy of the policy evidencing
such insurance shall be delivered to Lessor. After the first five years of the
term of this Lease, Lessor may require the aforementioned $500,000.00 policy
limit to be increased to $1,000,000.00 upon written notice to Lessee.
During the term of this Lease, Lessor shall keep in effects at its own
cost, public liability and property damage insurance covering any and all
claims for injuries to persons or property with a limit of at least $500,000.00
per occurrence. The policy shall name Lessee as an additional insured; and the
policy shall
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contain a clause providing for thirty (30) days written notice to Lessee of
cancellation or intent not to renew. A copy of the policy evidencing such
insurance shall be delivered to Lessee.
14. PROPERTY INSURANCE
a. Tenant agrees to carry insurance against fire and such other
perils as are included in a standard extended coverage endorsement in the
amount of $450,000.00.
b. Tenant shall insure the contents within the Leased Premises
against fire and the other standard perils in an amount not less than 80% of
its face value.
15. INDEMNIFICATION
At all times pertinent herein, Lessee shall have custody and control
of the building and the Leased Premises; however, in the event Lessor and/or
its agents, employees or contractors are on the Leased Premises and its actions
or inactions while on the Leased Premises occasion any claim, loss, cost and/or
damage then and in that event it shall be primarily liable for any such claim,
loss, cost, and/or damage and Lessor agrees to hold Tenant harmless for losses
occasioned by such acts notwithstanding anything to the contrary herein.
Otherwise, Lessee will at all times protect, indemnify and save and keep Lessor
harmless and indemnified against and from all claims, loss, cost, attorneys'
fees, damage or expenses arising out of or from any accident or other
occurrence in or about the Leased Premises causing injury to any person or
property whomsoever or whatsoever, and that they will protect, indemnify, save
and keep Lessor harmless against and from any and all claims, loss, cost,
attorneys' fees, damages or expense arising out of any failure of Lessee, its
agents, employees, licensees, contractors or persons and entities claiming or
holding under Lessee in any respect to comply with and perform any of the
requirements and provisions of this Lease.
16. SUBROGATION
Neither Lessor nor Lessee shall be liable (by way of subrogation or
otherwise) to the other party (or to any insurance company insuring the other
party) for any loss or damage to any of the property of Lessor or Lessee, as
the case may be, covered by insurance carried or required to be carried by a
party hereto even though such loss or damage might have been occasioned by the
negligence of Lessor or Lessee or their respective invitees.
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17. TAXES
Tenant shall be responsible for all property and ad valorem taxes
against the Leased Premises. Taxes shall be paid to the Sheriff of Lafayette
Parish and to the City of Lafayette on the later to occur of (a) December 31 of
each year, or (b) within fifteen (15) days of receipt of the tax notice from
the Lessor. Lessee shall not be responsible for the payment of any special
assessments against the Leased Premises which shall remain the obligation of
Lessor.
18. DAMAGE BY FIRE OR OTHER CASUALTY
If the Leased Premises are destroyed, or damaged to an extent so as to
render them wholly unfit for the purposes for which they are leased, by fire or
other casualty, this Lease shall automatically terminate, provided such
destruction or damage is not caused by the neglect or design of Lessee. If,
however, the Leased Premises are destroyed by fire or other casualty and can be
repaired within one hundred eighty (180) days after the date of such fire or
other casualty, this Lease shall not terminate and Lessor shall give notice to
Lessee within thirty (30) days after such fire or other casualty that Lessor
will repair such damage, at Lessor's cost, within said one hundred and eighty
(180) day period, in which case Lessee shall be entitled to a reduction or
remission of rent such as shall be just and proportionate, but shall not be
entitled to any other damages. If Lessor fails to complete such repairs within
said one hundred eighty (180) day period, Lessee shall have the right to
terminate this Lease. In the event the cause of the fire is casually related to
the acts or omissions of Tenant, rent during the reconstruction phase shall not
be abated.
19. SURRENDER OF POSSESSION
Upon the expiration or termination of this Lease, Lessee shall
surrender possession of the Leased Premises immediately to Lessor. Any holding
over by Lessee shall not operate, except by written agreement, to extend or
renew this Lease, but in such case, Lessor may terminate Lessee's occupancy at
once or may consider such occupancy to be from month to month, and Lessee, in
the event of such holding over without Lessor's consent shall pay twice the
rent stipulated in this Lease, together with such loss or damage as may be
caused to Lessor by such holding over. Notwithstanding anything to the
contrary herein, in the event Lessee becomes a holdover tenant, twice rent will
not be required during the holdover period unless adequate and timely demand is
made by Lessor for payment of twice rent, upon Lessee, and Lessee fails to
vacate within thirty (30) days thereafter.
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20. DEFAULT
If Lessee fails to pay any installment of rent due under this Lease or
fails to comply with any other provisions of this Lease, within ten (10) days
after notice by Lessor to Lessee demanding same, provided that said notice need
not be given with regard to nonpayment of rent after such notice has been given
twice during any consecutive twelve (12) month period of this Lease, or Lessee
removes from the Leased Premises any property against which Lessor is entitled
to a Lessor's lien after a default has occurred or Lessee is adjudged a
bankrupt in any involuntary bankruptcy proceeding or files any type of
proceeding or applies for any relief under the laws of the United States
relating to bankruptcy or state laws relating to insolvency or if a receiver or
other custodian is appointed for Lessee for any of Lessee's property by any
court, then in any such events, Lessor shall have the right, at Lessor's
option, without putting Lessee in default and without notice to vacate, notice
of default, (1) to cancel this Lease effective immediately or effective as of
any date Lessor may select or (2) to proceed one or more times for past due
installments or rent only, without prejudicing the right to proceed later for
additional installments or exercise any other remedy, or (3) to declare the
unpaid rent for the entire unexpired term of this Lease immediately due and
payable and at once demand and receive payment thereof or (4) to have recourse
to any other remedy or mode of redress to which Lessor may be entitled by law.
In the event Lessor exercises the right to cancel this Lease, then (a) Lessor
shall have the right, as soon as said cancellation is effective, to re-enter
the Leased Premises and to re-let the same for such price and on such terms as
may be immediately available, without notice or court proceedings, Lessee
hereby assenting thereto and expressly waiving any notice to vacate, and (b)
Lessee shall be and remain liable not only for rent payable to the date such
cancellation becomes effective, but also for all damage or loss suffered by
Lessor for the remaining term of this Lease resulting from such cancellation.
Failure of Lessor to exercise any right granted in this paragraph shall not be
construed as a waiver of the right and no indulgence by Lessor shall be
construed as a waiver of any right herein granted.
21. NOTICES
Any notice to be given under this Lease by Lessor to Lessee shall be
considered as duly given if made in writing and delivered to Lessee or
deposited in the mail (effective two days after deposit), postage prepaid, by
registered or certified mail, addressed to Lessee at the Leased Premises. Any
notice to be given under this Lease by Lessee to Lessor shall be considered as
duly given if made in writing and delivered to Lessor or deposited in the mail,
postage prepaid, by registered or certified mail, addressed to Lessor at the
place where rent is required to be paid under this Lease as above provided.
Either Lessor or Lessee may
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change the designated place to which written notice is to be sent by mail, by
so advising the other, in writing, by delivery of such advice or by registered
or certified mail addressed to the place designated in this Lease or such place
as may have been subsequently designated, in accordance with this paragraph.
22. SUBLEASING OR ASSIGNMENT
Tenant shall be permitted to sublease, subject to the conditions
stated below, but within fifteen (15) days after written notice of its intent
to sublease, Lessor has the option to cancel the lease provided that Lessor
fully releases Tenant from its obligations set forth in this Lease. No
subletting or assignment shall release Lessee of Lessee's obligation or alter
the primary liability of Lessee to pay the rent and to perform all other
obligations to be performed by Lessee hereunder. The acceptance of rent by
Lessor from any other person shall not be deemed to be a waiver by Lessor of
any provision hereof. In the event of default by any assignee of Lessee or any
successor of Lessee, if the performance of any of the terms hereof, Lessor may
proceed directly against Lessee without the necessity of exhausting remedies
against said assignee, Lessor may consent to subsequent assignments or
subletting of this Lease or amendments or modifications to this Lease with
assignee of Lessee, without notifying Lessee, or any successor of Lessee, and
without obtaining its or their consent thereto and such action shall not
relieve Lessee of liability under this Lease.
23. RELEASE OF LESSOR ON SALE
Upon a sale or transfer of the Leased Premises by Lessor or a
subsequent purchaser or transferor thereof, the purchaser or transferee by
virtue of such sale or transfer shall be bound for the performance of all
Lessor's agreements and obligations under this Lease and the vendor or
transferor shall thereupon be released from any and all liability thereafter
arising under this Lease. Lessor hereunder shall insure that a subsequent
purchaser or transferor assumes the obligations of this Lease in writing.
24. LATE CHARGES
Lessee hereby acknowledges that late payment by Lessee to Lessor of
rent and other sums due hereunder will cause Lessor to incur costs not
contemplated by this Lease, the exact amount of which will be extremely
difficult to ascertain. Such costs include but are not limited to processing
and accounting charges, and late charges which may be imposed on Lessor by the
terms of any mortgage or trust not covering the Leased Premises. Accordingly,
if any installment of rent or any other sum due from Lessee shall not be
received by Lessor or Lessor's design within ten (10) days after
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such amount shall be due, then, without any requirement for notice to Lessee,
Lessee shall pay to Lessor a late charge equal to six percent (6%) of such
overdue amount. The parties hereby agree that such late charge represents a
fair and reasonable estimate of the costs Lessor will incur by reason of late
payment by Lessee. Acceptance of such late charge by Lessor shall in no event
constitute a waiver of Lessee's default with respect to such overdue amount nor
prevent Lessor from exercising any of the other rights and remedies granted
hereunder.
25. PAST DUE OBLIGATIONS
Except as expressly herein provided, any amount due to Lessor not paid
when due shall bear interest at the maximum rate then allowable by law from the
date due. Payment of such interest shall not excuse or cure any default by
Lessee under this Lease provided, however, that interest shall not be payable
on late charges incurred by Lessee nor on any amounts upon which late charges
are paid by Lessee.
26. ATTORNEY'S FEES
If either party employs an attorney to enforce any provision hereof,
or to protect such party's interest in any manner arising under this Lease, the
nonprevailing party in any such action pursued in an alternative dispute
resolution format or in courts of competent jurisdiction, the finality of which
is not legally contestable, agrees to pay the prevailing party all reasonable
attorneys' fees expended or incurred by the prevailing party in connection
therewith. The provisions of this paragraph shall survive the termination of
this Lease.
27. ESTOPPEL CERTIFICATE
Lessee shall at any time upon not less than ten (10) days prior
written notice from Lessor execute, acknowledge, and deliver to Lessor a
statement in writing (i) certifying that this Lease is modified and in full
force and effect (or, if modified, stating the nature of such modification, and
certifying that this Lease, as so modified, is in full force and effect) and
the date to which the rent and other charges are paid in advance, if any, and
(ii) acknowledging that there are not, to Lessee's knowledge, any uncured
defaults on the part of Lessor hereunder, or specifying defaults if any are
claimed. Any such statement may be conclusively relied upon by any prospective
purchaser or encumbrancer of the Leased Premises. Lessor shall reimburse Lessee
for its reasonable attorney's fees incurred in connection with any request
under this paragraph.
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At Lessor's option Lessee's failure to deliver such statement within
such time shall be conclusive upon Lessee (i) that this Lease is in full force
and effect, without modification except as may be represented by Lessor, (ii)
that there are no uncured defaults in Lessor's performance, and (iii) that not
more than one month's rent has been paid in advance or such failure may be
considered by Lessor as a default by Lessee under this Lease.
28. SUBORDINATION
Lessee agrees that Lessee will at any time, upon demand of Lessor
subordinate this Lease to the lien of any mortgage or mortgages which Lessor
has placed or may hereafter place on the Leased Premises, provided that in any
such mortgage the mortgagee shall agree, for itself and for each and every
subsequent owner or holder of the mortgage and mortgage note and for any
receiver or purchaser of the Leased Premises the event of foreclosure, that
Lessee's peaceable and quite possession of the Leased Premises will not be
disturbed on account of such mortgage or by reason of anything done or caused
to be done thereunder, so long as Lessee pays the rents reserved under this
Lease and keeps the covenants, agreements, and stipulations of this Lease on
the part of Lessee to be kept.
29. WHOLE AGREEMENT
The whole agreement between the parties hereto is set forth in this
instrument and they shall not be bound by any agreements, conditions,
understandings, or representations other than are expressly stipulated and set
forth herein or in any amendments hereto.
30. CONFLICT
If there is any conflict between the printed portions and the
typewritten or handwritten portions of this Lease, the typewritten or
handwritten portions shall prevail.
31. LESSOR'S RIGHTS
Lessor reserves to itself the right, from time to time, to grant such
easements, rights, and dedications that Lessor deems necessary or desirable,
and to cause the recordation or servitudes and restrictions, so long as such
easements, rights, dedications, servitudes, and restrictions do not
unreasonably interfere with the use of the Leased Premises by Lessee. Lessee
shall sign any of the aforementioned documents upon request of Lessor and
failure to do so shall constitute a material breach of this Lease.
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32. STRICT PERFORMANCE
Failure of Lessor to require strict performance by Lessee of any of
the covenants, provisions, or conditions of this Lease, on one or more
occasions, shall not constitute a waiver by Lessor of the right thereafter to
require strict compliance with said covenants, provisions, and conditions.
33. RECORDATION
Lessor shall duly record a fully executed copy of this Lease (with
purchase option) within ten (10) days of execution by Lessee and delivery
hereof to Lessor.
34. BINDING AGREEMENT
All the provisions contained herein shall be binding upon and shall
inure to the benefit of the parties hereto, their heirs, executors,
administrators, successors, assigns, affiliates, nominees, and representatives.
35. DISCRIMINATION
Lessor promises, and it is a condition to the continuance of this
Lease, that there will be no discrimination against, or segregation of, any
person or group of persons on the basis of race, color, sex, religion, national
origin, or marital status in the leasing, subleasing, transferring, occupancy,
tenure, or use of the Leased Premises or any portion thereof.
36. GOVERNING LAWS
This Lease shall be deemed to be a contract made under the laws of the
State of Louisiana and shall be construed in accordance with and governed by
the laws of the State of Louisiana and ordinances of the municipality and
Parish where the Leased Premises are situated and the rules and regulations of
their duly constituted authorities.
37. AUTHORITY
The person signing this Lease on behalf of Lessee represents and
warrants that he has full authority to do so and that this Lease binds the
corporation. Within thirty (30) days after this Lease is signed, Lessee shall
deliver to Lessor a certified copy of a resolution of Lessee's Board of
Directors authorizing the execution of this Lease or other evidence of such
authority reasonably acceptable to Lessor. The person signing this Lease for
Lessor represents and warrants that he is a partner of the partnership, that he
has full authority to sign for the partnership and that this Lease binds the
partnership and all partners of the partnership. Lessor shall give written
notice to Lessee of any
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general partner's withdrawal or addition. Within thirty (30) days after this
Lease is signed, Lessor shall deliver to Lessee a copy of Lessor's recorded
statement of partnership or certificate of limited partnership.
38. LESSEE'S PURCHASE OPTION
Provided that Lessee has paid in full all rental then due hereunder
and is not then in default, at any time after seven (7) years from the date of
the first rental payment of this Lease to the end of the primary term, Lessee
shall have the option (the "Option") to purchase the Leased Premises, together
with any improvements or fixtures located thereon. Lessee may exercise the
Option by giving Lessor written notice of Lessee's election to exercise the
Option. Within twenty (20) days after the date (the "Exercise Date") Lessee
exercises the Option, Lessor shall, at Lessor's expense, deliver or cause to be
delivered to Lessee the following: (a) a title commitment (the "Title
Commitment") setting forth the status of the title to the Leased Premises, (b)
two (2) current original signed surveys of the Leased Premises (the "Survey")
with a certification reasonably acceptable to Lessee, and (c) any reports or
information regarding the Leased Premises in Lessor's possession. Lessee may
object to any matters reflected by, or omitted in, any such items by giving
Lessor written notice of such objection within fifteen (15) days after Lessee's
receipt of all such items. Lessor may attempt to cure such objectionable
matters within fifteen (15) days of the date of Lessee's notice. If Lessor
fails to timely cure such objectionable matters, Lessee may (a) terminate the
Option, in which event this Lease shall continue in full force and effect, or
(b) elect to purchase the Leased Premises subject to the objectionable matters.
The purchase price (the "Purchase Price") for the Leased Premises shall be Four
Hundred Eighty-Five Thousand and No/100 Dollars ($485,000.00).
If all obligations and conditions described above are satisfied, the
closing (the "Closing") of the purchase and sale of the Leased Premises shall
occur sixty (60) days after the Exercise Date. At the Closing, the matters
described below shall occur. The performance or tender of performance of such
matters are concurrent conditions and neither Lessor nor Lessee shall be
obligated to perform its obligations under this paragraph unless, coincident
therewith, the other party performs or tenders performance of its obligations
under this paragraph.
Lessor shall perform the following at the Closing:
(a) Lessor shall execute, have acknowledged, and deliver to Lessee
an Act of Cash Sale in reasonably acceptable form conveying to
Lessee good and indefeasible fee simple title to the Leased
Premises;
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(b) Lessor shall execute and deliver to Lessee a sworn certificate
stating Lessor's United States taxpayer identification number
and stating that Lessor is not a "foreign person" within the
meaning of Section 1445 of the United States Internal Revenue
Code of 1986, as amended, and otherwise complying with Section
T1.1445-2T of the regulations promulgated under Section 1445;
(c) Lessor, at Lessor's expense, shall cause an Owner's Policy of
Title Insurance, insuring fee simple title to the Leased
Premises in Lessee in the amount of the Purchase Price to be
delivered to Lessee; and
(d) Lessor shall execute and deliver to Lessee an assignment of
Lessor's interest in and to any contracts related to the
Leased Premises.
At the Closing, Lessee shall pay to Lessor the Purchase Price. All
rent due hereunder shall be prorated on a daily basis to the date of the
Closing. At the Closing the parties will execute and deliver such documents,
and take such other actions, as may be reasonable, necessary, or appropriate to
affect the sale of the Leased Premises to Lessee. At the Closing, Lessor and
Lessee shall execute, acknowledge, and deliver to one another a recordable
instrument evidencing the termination of this Lease with respect to the Leased
Premises. At the Closing, the other costs of Closing shall be allocated between
Lessor and Lessee in the manner customarily allocated between buyers and
sellers of real property in Lafayette, Louisiana.
Between the Exercise Date and the Closing, Lessor will not, without
the prior written consent of Lessee, (i) create any lien, security interest,
pledge, assignment, claim, charge, encumbrance, conditional sales contract,
option, lease, restrictive covenant, right of first refusal, preferential
purchase right, condition, easement, right-of- way, exception, encroachment,
overlay, title defect, or other outstanding right, title, interest, or estate
applicable to the Leased Premises or (ii) enter into any material contracts,
agreements, or understandings pertaining to the Leased Premises.
If Lessor fails to close the purchase and sale of the Leased Premises
or fails to satisfy any of its obligations under this Section 38, Lessee may,
at Lessee's option, (a) terminate this Lease and terminate Lessee's obligation
to purchase the Leased Premises, (b) terminate this Lease and seek specific
performance of Lessor's obligations under this Section 38, (c) terminate
Lessee's obligation to purchase the Leased Premises and maintain this Lease in
full force and effect, or (d) maintain this Lease in full force and effect and
seek specific performance of Lessor's obligations under this Section 38. If
Lessee fails to close the purchase and
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sale of the Leased Premises or fails to satisfy any of its obligations under
this Section 38, Lessor shall, as Lessor's sole and exclusive remedy, terminate
the Option, recover all costs incurred, including reasonable attorney's fees,
in satisfying its obligation to convey title, and either terminate or maintain
this Lease in full.
IN WITNESS WHEREOF, the parties have executed this Lease on the ____
day of _______________, 1993.
LESSOR:
C & M LAND ACCOUNT
By:
--------------------------- ----------------------------
Witness Don Carlin, Partner
LESSEE:
HANOVER COMPRESSOR COMPANY
By:
--------------------------- ----------------------------
Witness
Name:
-----------------------
Title:
----------------------
-18-
STATE OF TEXAS )
)
COUNTY OF HARRIS )
On this ______ day of _________________, 1993, before me personally
came ______________________________, to me known, who being by me duly sworn,
did depose and say that he is the ____________________ of HANOVER COMPRESSOR
COMPANY, the corporation described in and which executed the above instrument;
that he knows the seal of said corporation; that the seal affixed to said
instrument is such corporate seal; that it was so affixed by order of the Board
of Directors of said corporation, and that he signed his name thereto by like
order.
-------------------------------------
Notary Public
STATE OF LOUISIANA )
)
PARISH OF LAFAYETTE )
On this ______ day of _________________, 1993, before me personally
came ______________________________, to me known, who being by me duly sworn,
did depose and say that he is the Managing Partner of C & M LAND ACCOUNT, the
partnership described in and which executed the above instrument; that he
signed this document as the act of said partnership.
-------------------------------------
Notary Public
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EXHIBIT "A"
Those certain parcels of land situated in Section 97, T-10-S, R-5-E,
Lafayette Parish, Louisiana, and being further identified and
designated as Lot 40 and Lot 41, Thruway Park Annex 1A, as shown on a
Plat of Survey prepared by Richard A. Dupuis, Land Surveyor, dated May
22, 1975, and revised May 4, 1977, and June 13, 1977, which is
paraphed "Ne Varietur" for identification and attached to File No.
77-14391, attached hereto by reference thereto.
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WORKLETTER
THIS WORKLETTER (herein so called) is made and entered into this _____
day of June, 1993, in connection with a Lease Agreement (the "Lease"), executed
concurrently herewith by and between C & M LAND ACCOUNT ("Landlord") and
HANOVER COMPRESSOR COMPANY ("Tenant"), which together with the Lease
constitutes the entire agreement of Landlord and Tenant with respect to the
construction and completion of the Leased Premises described in the Lease.
1. Description of Work. Landlord is responsible for completing in a good
and workmanlike manner all work (the "Leasehold Improvements") described in the
plans and specifications (the "Final Plans") attached hereto as Exhibit "A" and
made a part hereof for all intents and purposes. Tenant shall not be
responsible for any work.
2. Building Permit; Certificate of Occupancy; Availability of Utilities.
Landlord is responsible for obtaining all necessary building and other permits
for construction of the Leasehold Improvements and for obtaining a certificate
of occupancy permitting unconditional occupancy and use of the Leased Premises
after completion of the Leasehold Improvements, and shall provide a true copy
to Tenant promptly upon Landlord's receipt thereof. Additionally Landlord shall
be responsible for insuring all necessary utilities are available at the Leased
Premises ready for connection by Tenant.
3. Construction. Construction of the Leasehold Improvements shall be
performed by Landlord and its contractors so long as Landlord's contractor is a
reputable, experienced commercial contractor and has been approved by Tenant,
as agreed in writing between Landlord and Tenant.
4. Ready for Occupancy. For the purpose of the Lease, the Leased Premises
are "ready for occupancy" on the first to occur of (1) the date that there is
delivered to Tenant a certificate of substantial completion from the Landlord's
architect, or (ii) on the date on which Tenant begins occupancy of the Leased
Premises.
EXECUTED as of the date and year first above written.
LANDLORD: TENANT:
C & M LAND ACCOUNT HANOVER COMPRESSOR COMPANY
By: By:
------------------------- -------------------------
Name: Name:
----------------------- -----------------------
Title: Title:
---------------------- ----------------------
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Dates Referenced Herein
| Referenced-On Page |
|---|
| This ‘S-1’ Filing | | Date | | First | | Last | | | Other Filings |
|---|
| |  |
| | 8/11/03 | | 2 | | | | | None on these Dates |
| Filed on: | | 4/11/97 |
| | 3/31/94 | | 2 |
| | 2/28/94 | | 2 |
| | 1/31/94 | | 6 |
| | 12/31/93 | | 6 |
| | 8/12/93 | | 1 | | 2 |
| | 7/22/93 | | 2 |
| | 6/8/93 | | 1 |
| List all Filings |
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