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-10.15 — Lease Agreement 12/4/90 W/Hanover & Ricardo Guerra
Exhibit Table of Contents
EXHIBIT 10.15
November 30, 1993
Mr. Mike McGhan
Hanover Compressor Company
P.O. Box 690349
Houston, Texas 77269
Re: Lone Tree Road Shop/Office Complex
Victoria County, Texas
Lease Agreement Extension
Dear Mike:
In accordance with our previous conversations, and per your request,
we propose the following revised Articles II, III, and XIX to our agreement of
lease dated December 4, 1990 as follows:
Article II
2.01 Term. The term of this lease extension (the "Term"), unless
sooner terminated as provided in this Lease, shall commence on December 4th,
1993, and shall expire one (1) year from said date.
Article III
Rent
Tenant shall pay to Landlord at Landlord's address for notice, an
annual fixed rent ("Rental") of Forty Seven Thousand Eight Hundred Eighty and
No/100 Dollars ($47,800.00), to be paid, without deduction or set-off of any
kind (unless expressly permitted herein), in advance on the first day of each
calendar month, in equal consecutive monthly installments of Three Thousand
Nine Hundred Ninety and No/100 Dollars ($3990.00) each, with the first such
monthly installment to be paid on the Commencement Date. Rental for any
fractional month at the beginning or end of the Term shall be prorated.
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Page 2
Article XIX
Notices
All notices provided for in this Lease shall be in writing and shall
be delivered personally, by overnight messenger service, by telecopy or
facsimile transmission, or deposited in the United States mail, registered or
certified, postage pre-paid, addressed as follows:
Lease Agreement Revisions
If to Landlord: San Rafael Corporation
4726 Merwin Street
Houston, Texas 77027
If to Tenant: Hanover Compressor Company
7503 Chippewa
Houston, Texas 77086
It is understood that the balance of the lease agreement terms and
conditions remain the same as agreed to in the original agreement, dated
December 4, 1990 (copy attached). If the aforegoing is agreeable to you please
indicate by signing in the space provided below.
Sincerely,
R.J. Guerra, PE
Tenant: Landlord:
By:____________________ By:____________________
Title:_________________ Date:__________________
Date:__________________
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AGREEMENT OF LEASE
THIS AGREEMENT OF LEASE ("Lease") made and entered by and between
Ricardo J. Guerra and Luis A. Guerra (hereinafter collectively referred to as
"Landlord"), and Guerra Engineering, Inc., a Texas corporation ("Tenant").
W I T N E S S E T H
WHEREAS, the Landlord has terminated the lease agreement, with respect
to its Lone Tree Road Shop/Office Complex, Victoria County, Texas, dated
January 1, 1987 by and between Landlord and Tenant and desires to lease the
same property to Tenant on the terms provided herein; and
WHEREAS, Tenant desires to lease the same property from Landlord; and
THAT, in consideration of the mutual covenants and agreements
hereinafter set forth in this Lease, Landlord and Tenant agree, as follows:
ARTICLE I
PREMISES
Landlord does hereby lease, let and demise to Tenant, and Tenant does
hereby lease, let and demise from Landlord the following premises (the
"Premises"):
1. The exclusive use of that certain tract of land situated in
and lying in Victoria County, Texas, more particularly
described on Exhibit "A" attached hereto and incorporated
herein for all purposes (the "Land"); and,
2. All buildings and improvements now located on the Land (the
"Buildings"); and,
3. All roadways, rights-of-ways, easements, privileges,
servitudes and appurtenances thereunto pertaining to the Land
(the "Appurtenances").
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ARTICLE II
TERM OF LEASE AND POSSESSION OF PREMISES
2.1 Term. The term of this Lease (the "Term"), unless sooner
terminated as provided in this Lease, shall commence on December 4, 1990 (the
"Commencement Date"), and shall expire three (3) years from and after the
Commencement Date.
2.2 Surrender of Premises and Holding Over. On or before the
expiration of the Term of the Lease, Tenant shall remove from the Premises all
of Tenant's property and repair any damage caused by such removal. Any
personal property which shall remain in or on the Premises for more than
fifteen (15) days following the termination of this Lease or the termination of
Tenant's right of possession of the Premises following Tenant's default
hereunder shall, at Landlord's option, become the property of Landlord. If
Tenant fails to remove any of Tenant's property prior to the expiration of
fifteen (15) days from the expiration or earlier termination of this Lease,
Landlord may remove the same at Tenant's cost and Tenant shall pay Landlord on
demand all reasonable costs incurred in removing, storing and/or disposing of
such property. In the event of holding over by Tenant after expiration or
earlier termination of this Lease or in the event Tenant continues to occupy
the Premises after the termination of Tenant's right of possession, Tenant
shall, throughout the entire hold over period, pay rent equal to one hundred
fifty percent (150%) of the sum of the Rental which would have been applicable
had the term of this Lease continued throughout the period of such holding over
by Tenant. No holding over by Tenant or payments of money by Tenant to
Landlord after the expiration of the term of this Lease shall be construed to
extend the term of this Lease or prevent Landlord from recovery of immediate
possession of the Premises by summary proceedings or otherwise unless Landlord
has sent written notice to Tenant that Landlord has elected to extend the term
of this Lease. Tenant shall be liable to Landlord for damages, including
reasonably foreseeable consequential damages, which Landlord may suffer by
reason of any holding over by Tenant and Tenant shall indemnify Landlord
against any and all claims by any other tenant or prospective tenant against
Landlord for delay by Landlord in delivering possession of the Premises to such
other tenant or prospective tenant.
2.3 Peaceful Possession. Tenant shall, and may peacefully have,
hold and enjoy the Premises subject to the other terms hereof, provided that
Tenant pays the Rental, hereinafter defined, and other sums herein recited to
be paid by Tenant and performs all Tenant's covenants and agreements herein
contained. This covenant and any and all other covenants of Landlord shall be
binding upon Landlord and its successors only with respect to breaches
occurring
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during its or their respective periods of ownership of the Landlord's interest
hereunder.
2.4 Acceptance of Premises. Subject to Landlord's representation
and warranty contained in Sections 4.2 and 4.3, Tenant hereby agrees to accept
the Premises in its "as is, where is," condition, with all faults. The taking
possession of the Premises by Tenant shall be conclusive evidence as against
Tenant (i) that Tenant accepts the Premises as suitable for the purposes for
which the same are leased, (ii) that it accepts the Premises and each and every
part and appurtenance thereof as being in a good and satisfactory condition,
and (iii) that, as of the date of such acceptance, Landlord has fully complied
with Landlord's obligations contained in this Lease.
ARTICLE III
RENT
Tenant shall pay to Landlord at Landlord's address for Notice, an
annual fixed rent ("Rental") of Fifty Thousand Four Hundred and No/100 Dollars
($50,400.00), to be paid, without deduction or set-off of any kind (unless
expressly permitted herein), in advance on the first day of each calendar
month, in equal consecutive monthly installments of Four Thousand Two Hundred
and No/100 Dollars ($4,200.00) each, with the first such monthly installment to
be paid on the Commencement Date. Rental for any fractional month at the
beginning or end of the Term shall be prorated.
ARTICLE IV
CONDITION AND MAINTENANCE OF PREMISES
4.1 Delivery of Premises. On the Commencement Date, Landlord
shall deliver the Premises to Tenant in broom clean condition and in good
repair, free of all occupants and all of Landlord's personal property,
excluding fixtures.
4.2 Condition and Maintenance of Premises. The structural parts
of the roof, the foundation, the walls, the floors and all other structural
members of the Building (collectively, the "Structural Members") and all
building service fixtures installed or located on or about the Premises as of
the Commencement Date which are used in the operation, maintenance or
protection of the Premises (such as, but not limited to, heating, air
conditioning, ventilating, electrical and plumbing systems, (collectively, the
"Service Fixtures"), to the knowledge of Landlord are in good condition and
fully operational and usable without need of repair or replacement on the
Commencement Date and Tenant hereby agrees to surrender same to Landlord in
good condition and fully operational and usable without need of repair or
replacement on the expiration or earlier termination of the Term of this Lease.
In the event the Structural Members or any part thereof are in need of repair
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or replacement, in whole or in part, during the Term of the Lease, Landlord
shall promptly repair any such item, at Landlord's expense. Landlord shall not
be liable to Tenant for any damage to merchandise, trade fixtures or personal
property of Tenant in the Premises caused by water leakage from roof, water
lines, sprinkler, heating and air condition equipment, unless such damages
results from Landlord's gross negligence or willful misconduct. Tenant agrees,
at Tenant's expense, to keep the Premises in good order and repair, clean,
sanitary and safe. Tenant will maintain the interior of the Premises, and the
Service Systems (except that Landlord will reimburse Tenant for costs incurred
by Tenant to replace any Major Components, hereinafter defined, of the Service
Systems). The term "Major Components" shall mean any component or part which
costs in excess of $1000.00. In no event will Tenant be required to make any
repair otherwise required to be performed by Tenant by this Section if such
repair is covered by any product warranty of Landlord. If Tenant fails to make
repairs and/or maintain the Premises or any part thereof, as required in this
Lease, Landlord may, following notice to Tenant of such failure and the
continuation of such failure for thirty (30) days following such notice, make
such repairs or perform such maintenance on behalf of and for the account of
Tenant. In such event, Landlord's reasonable expenses incurred in connection
therewith shall be promptly payable by Tenant, as additional rental, following
Tenant's receipt of a bill therefor.
4.3 Landlord's Warranties Re: Zoning and Compliance with Laws.
Landlord represents and warrants to Tenant that as of the Commencement Date,
the Premises will be in compliance with all laws, including, but not limited
to, building, zoning, environmental, and other ordinances and codes of all
state, federal, and local authorities having or claiming to have jurisdiction
of the Premises; provided, however, that any breach of a representation or
warranty contained herein shall be exclusively enforced pursuant to the terms
of that certain Stock and Assets Purchase Agreement of even date hereof,
including but not limited to those provisions contained in Article XIII
thereof.
4.4 Compliance as to Premises. Tenant will comply with all laws,
ordinances, rules, regulations and orders of all duly constituted authorities
which affect the carrying on of the business being conducted in the Premises,
as distinguished from the physical facilities in which such business is being
conducted. Landlord will bear the expense of any alterations or improvements
or repairs to the Premises ordered by any governmental authority unless such
alterations or improvements or repairs relate solely to
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the manner in which Tenant is carrying on Tenant's business in the Premises.
4.5 Crane. Tenant hereby acknowledges and agrees that the crane
located in the Building has been delivered to Tenant in good condition, fully
operational and usable and that Tenant shall maintain the same in good
condition, fully operational and usable throughout the Term and shall surrender
the same in good condition, fully operational and usable, ordinary wear and
tear expected. If, during the final twelve (12) months of the Term, Tenant is
required to replace any major component of the crane (provided such replacement
is not necessitated by Tenant's negligence or misuse, in which case, Tenant
shall bear the full expense of such repair or replacement), Landlord will,
within thirty (30) days after receipt of an invoice therefor, pay Tenant fifty
percent (50%) of the cost of such Major Component. In no event will Tenant be
required to make any repair otherwise required to be performed by Tenant by
this Section if such repair is covered by any product warranty of Landlord, or
if caused by or necessitated by shifting or settling of the Building. Tenant
hereby acknowledges and agrees that the crane is Landlord's property and shall
remain with the Building upon the expiration or earlier termination of the Term
of the Lease.
ARTICLE V
USE OF PREMISES
5.1 Use of Premises. Landlord understands and acknowledges that
Tenant is desirous of taking and leasing the Premises only if the Premises may
be used throughout the Term for the operation of a compressor repair and
refurbishing business and for related use as office space, ancillary to such
business, or for any other lawful purpose, consented to by Landlord in writing,
which consent shall not be unreasonably withheld; and Landlord does hereby
grant to Tenant during the Term of the Lease, the right to use the Premises for
the foregoing purposes.
5.2 Signs. Tenant shall have the right to construct signs and
other identification bearing its trade name and corporate name on or about the
Premises and Tenant shall determine in its discretion, subject to compliance
with all Laws. All signs placed on or about the Premises by Tenant shall be
removed by Tenant at the expiration of the term, at Tenant's sole cost and
expense.
5.3 Tenant's Property. All furniture, furnishings, trade
fixtures, removable equipment, machinery, inventory and other items of personal
property located on or about the Premises, owned by Tenant or in the care,
custody and control of Tenant, shall at all
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times for purposes of this Lease be considered the property of Tenant
(collectively "Tenant's Property"). Tenant shall have the right to install,
replace and remove items of Tenant's Property at any time and from time to time
during the term of this Lease. Tenant at Tenant's expense will immediately
repair any damage occasioned to the Premises by reason of the removal of any
Tenant's Property. All other improvements made by Tenant to the Premises,
including, but not limited to, floor coverings, carpeting, and partitions, will
become the property of Landlord upon expiration or earlier termination of this
Lease, unless otherwise provided herein.
ARTICLE VI
ALTERATIONS OR IMPROVEMENTS
Tenant may make non-structural alterations or improvements to the
Building, without the prior written consent of Landlord, but shall not make
structural alterations or improvements to the Building without the prior
written consent of Landlord. Any alterations or improvements made by the
Tenant to the Building shall be made in accordance with all applicable laws and
building codes, in a good and workmanlike manner. Tenant shall promptly pay
all costs attributable to such alterations and improvements. Tenant shall
ensure that all persons who perform any work in connection with any alterations
or improvements to the Building procure and maintain insurance coverage against
such risks, in such amounts and with such companies, as Landlord may reasonably
require, including, but not limited to, Builder's Risk and Worker's
Compensation insurance. In the event any mechanics' lien is filed against the
Premises, or any part thereof, for work claimed to have been done for, or
material claimed to have been furnished to, Tenant, Tenant shall cause such
mechanics' lien to be discharged of record within forty (40) days after filing
by bonding or as provided or required by law or in any other lawful manner.
Tenant will indemnify and save Landlord harmless from all costs, losses,
expenses and attorneys' fees in connection with any such mechanics' lien.
ARTICLE VII
TAXES, ASSESSMENTS AND UTILITIES
Tenant shall pay any personal property taxes and assessments, levies,
fees and charges in respect to Tenant's property in the Premises. All charges
for water, gas, heat and electricity rendered to or used on or about the
Premises shall be the
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responsibility of Tenant and Tenant shall pay the same prior to delinquency.
ARTICLE VIII
PROPERTY INSURANCE, CASUALTY, AND LIABILITY INSURANCE
8.1 Property Insurance. Landlord, at its sole cost and expense,
shall keep in force throughout the Term of the Lease, a policy or policies of
insurance covering loss or damage to the Building, in at least the same amounts
as and with an insurance company rated equivalent to or better in "Best's
Insurance Guide," as Landlord's currently existing policy or policies.
Landlord shall provide Tenant with a certificate of insurance which provides
that no less than thirty (30) days prior written notice shall be given to
Tenant before such policy may be canceled or changed to reduce the insurance
provided thereby.
8.2 Damage; Termination of Lease. If any substantial portion of
the Building is substantially destroyed by fire or other casualty, such that,
in the reasonable judgment of Landlord's contractor (certified in writing to
Tenant prior to the 15th day following such casualty) repair cannot be
substantially completed within (90) days after the date of such casualty,
Tenant shall, for a period of ten (10) days after receipt of such certification
from Landlord's contractor, have the right to terminate this Lease upon written
notice to Landlord, effective as of the date of such casualty.
8.3 Damage; Continuation of Lease. If the Building is damaged by
fire or other casualty, such that, in the reasonable judgment of Landlord's
contractor (certified in writing to Tenant prior to the 15th day following such
casualty) repair can be substantially completed within ninety (90) days after
the date of such casualty, Tenant shall not have the right to terminate this
Lease and Landlord shall proceed with diligence to repair the Building to
substantially the same condition in which it existed immediately prior to such
casualty. If the Building is untenantable in whole or in part following such
casualty, the Rental shall abate in an equitable manner. If Landlord fails to
substantially complete such repairs and rebuilding within ninety (90) days
after the date of such casualty, Tenant may, at its option, terminate this
Lease by delivering written notice to Landlord.
8.4 Liability Insurance. Tenant shall maintain throughout the
Term, a Commercial General Liability Insurance Policy for claims arising in or
on the Premises, with the premiums therefor paid on or before the due date.
Such policy shall include coverage
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for personal injuries with limits of not less than $1,000,000.00 combined
single limit for death, personal injury and property damage, per occurrence,
shall name Landlord as an "additional insured" and shall require not less than
thirty (30) days prior written notice to the other party prior to cancellation
or reduction in coverage. Each such policy shall be issued by an insurance
company rated equivalent to or better than Reliance Insurance Company of
Illinois, in "Best's Insurance Guide" and authorized to carry on business in
the State of Texas. On or before fifteen (15) days following the date of this
Lease, Tenant will cause its insurer(s) to issue and deliver to Landlord
certificate(s) of insurance evidencing the existence and coverage of insurance
required hereunder.
8.5 Waiver of Subrogation. Each party expressly waives any and
every claim which arises or may arise in such party's favor against the other
party for any and all loss of or damage to any of such party's property located
within or upon, or constituting a part of the Premises, which loss or damage is
caused by a peril required by this Lease to be covered by the insurance of the
party incurring the loss.
ARTICLE IX
EMINENT DOMAIN
If the whole or any substantial portion of the Premises shall be taken
for any public quasi-public use under governmental law, ordinance, or
regulation, or by right of eminent domain, or by private purchase in lieu
thereof (any such event shall hereinafter be referred to as a "Taking"), such
that in Tenant's reasonable judgment, the operation of Tenant's business within
the Premises shall be adversely affected, Tenant shall have the option to
continue this Lease as provided in the following sentence, or terminate this
Lease, on the date upon which the Taking occurs. If Tenant elects to continue
the Lease following a Taking, the Rental payable hereunder by Tenant during the
unexpired portion of the Term shall be reduced in an equitable manner. In the
event of any condemnation or taking, whether partial or total, all compensation
awarded for any such taking or condemnation, or sale proceeds in lieu thereof,
shall be the property of Landlord and Tenant shall have no claim thereto, the
same being hereby expressly waived by Tenant, except for any portions of such
award or proceeds which are specifically allocated by the condemning or
purchasing party for the taking of or damage to trade fixtures of Tenant, which
Tenant specifically reserves to itself.
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ARTICLE X
ASSIGNMENT AND SUBLETTING
Tenant shall have the right to assign this Lease or sublease the
Premises, in whole or in part, with the prior written consent of Landlord,
which consent shall not be unreasonably withheld or delayed. Tenant shall have
the right to assign the Lease, or sublet the Premises without the prior written
consent of Landlord, to a person, firm, partnership, corporation or other
enterprise (i) which is an eighty percent (80%) or greater subsidiary or an
eighty percent (80%) or greater affiliate of Tenant, (ii) which is the result
of a merger or consolidation with Tenant, or (iii) which is a successor to
substantially all of the business and assets of Tenant. Tenant shall remain
liable to Landlord under the Lease, notwithstanding any assignment permitted in
the preceding sentence.
ARTICLE XI
NON-DISTURBANCE AGREEMENT
As promptly as practicable after the date hereof, Landlord shall use
its reasonable efforts (which efforts shall not include the payment of money)
to cause the holder of any mortgage, or other encumbrance against the Premises
to execute and deliver to Tenant, a non-disturbance agreement, in form and
substance reasonably acceptable to Tenant.
ARTICLE XII
EVENTS OF DEFAULT AND REMEDIES
The following events (herein referred to individually as an "Event of
Default") will be deemed to be events of default by Tenant under the Lease:
(i) Failure by Tenant to pay Rental and such failure continues for five (5)
days after the date such Rental is due under this Lease, (a "Monetary
Default"), provided during each calendar year of the term, Tenant shall be
given two (2) notices of Monetary Default and not less than three (3) days
opportunity to cure each such Monetary Default following each such notice, and
thereafter, for the remainder of such calendar year a failure by Tenant to pay
Rental on or before the date due under this Lease shall be deemed a Monetary
Default, (ii) failure by Tenant to perform or observe any of the nonmonetary
covenants contained in this Lease to be performed or observed by Tenant within
ten (10) days after receipt by Tenant of written notice from Landlord
specifying the failure (or within such additional period, if any, as may be
reasonably required to cure the failure if the failure cannot be cured within a
ten (10) day period), (iii) Tenant or any guarantor of this Lease shall become
insolvent, or shall
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make a transfer in fraud of creditors, or shall commit an act of bankruptcy or
shall make an assignment for the benefit of creditors, or Tenant or any
guarantor shall admit in writing its inability to pay its debts as they become
due, or (iv) a receiver or trustee shall be appointed for all or substantially
all of the assets of Tenant or any guarantor or of any of Tenant's property
located thereon in any proceeding brought by Tenant or any guarantor, or any
such receiver or trustee shall be appointed in any proceeding brought by Tenant
or any guarantor and shall not be discharged within sixty (60) days after such
appointment or Tenant or such guarantor shall consent to or acquiesce in such
appointment. On the occurrence of any Event of Default, Landlord will have the
option to terminate this Lease or terminate Tenant's right of possession of the
Premises, in either of which events, Tenant will immediately surrender the
Premises to Landlord. If Landlord terminates Tenant's right of possession of
the Premises, Tenant will be liable to Landlord for the present value of the
Rental to accrue under the Lease for the unexpired portion of the Term, reduced
by the present value of the reasonable cash market value of the Lease for the
unexpired portion of the Term. If Tenant fails to surrender possession of the
Premises to Landlord prior to the expiration of fifteen (15) days following the
termination of Tenant's right of possession, Landlord may enter upon and take
possession of the Premises and expel or remove Tenant and any other person who
may be occupying the Premises or any part thereof. Except as otherwise herein
provided, no repossession or re-entering on the Premises or any part thereof
shall relieve Tenant or any guarantor of its liabilities and obligations
hereunder, all of which shall survive such repossession or re-entering. In
determining the amount of loss which Landlord suffers by reason of termination
of this Lease, or a termination of Tenant's right of possession of the
Premises, allowance will be made for the expense of repossession and any
necessary repairs, but not for any remodeling undertaken by Landlord following
repossession. In addition to other remedies provided in this Lease, Landlord
shall be entitled, to the extent permitted by applicable law, to injunctive
relief in case of the violation, or attempted or threatened violation, of any
of the covenants, agreements, conditions or provisions of this Lease, or to a
decree compelling performance of any of the other covenants, agreement,
conditions or provisions of this Lease, or to any other remedy allowed to
Landlord at law or in equity unless prohibited herein. Forbearance by Landlord
to enforce one or more of the remedies herein provided upon an event of default
shall not be deemed or construed to constitute a waiver of such default.
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ARTICLE XIII
ENTRY BY LANDLORD
Provided Landlord gives Tenant reasonable advance notice and exercises
reasonable efforts to minimize interference with Tenant's business, Tenant
agrees to permit Landlord or its agents or representatives to enter into and
upon any part of the Premises at all reasonable hours (and emergencies at all
times, by any means Landlord may deem proper, and without liability therefore,
except for damages resulting from the gross negligence or willful misconduct of
Landlord or its agents or representatives) to inspect the same, or to show the
Premises to purchasers, mortgagees, tenants or insurers, or to claim or make
repairs, alterations or additions thereto, as otherwise permitted hereunder,
and Tenant shall not be entitled to any abatement or reduction of Rental by
reason thereof.
ARTICLE XIV
ENVIRONMENTAL LAWS
In respect to the operation of Tenant's business in the Premises (but
not in respect to the physical condition of the Premises unless non-compliance
is caused by Tenant or Tenant's employees, agents, assignees, sublessees or
guests) Tenant hereby covenants and agrees to comply with any and all federal,
state or local laws, statutes, ordinances, or regulations, or any utility
district, federal or state agency regulation, ruling or standard, or any
private agreement pertaining to health, industrial hygiene, or any
environmental condition on, under or about the Premises, including without
limitation, air, water, soil, noise or chemical pollution, and including
without limitation, the Comprehensive Environmental Response, Compensation, and
Liability Act of 1980 ("CERCLA") as amended, 42 U.S.C. Section 9601 et seq.,
and the Resource Conservation and Recovery Act of 1976 ("RCRA"), 42 U.S.C.
Section 6901 et seq. Tenant hereby indemnifies Landlord from and against any
and all costs, liabilities or expenses (including, but not limited to
reasonable attorney's fees) that Landlord may incur as a result of Tenant's
failure to comply with the above covenant and agreement. Landlord shall
indemnify, defend and hold Tenant harmless from and against all costs and
liabilities of Tenant which arise during or after the lease Term as a result of
the contamination of the Premises by any hazardous waste, hazardous substance
or pollutant, or non-compliance with the above referenced laws, statutes,
ordinances or regulations, but only to the extent that Landlord is determined
by any governmental authority to be responsible for the presence of such
hazardous waste, hazardous substance or pollutant or for the non-compliance
with such laws, statutes, ordinances or regulations.
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ARTICLE XV
INDEMNITY
15.1 Tenant's Indemnity. Tenant agrees to indemnify, defend and
hold Landlord and Landlord's agents (and employees harmless from and against
any and all claims, action, damages, liabilities and expenses allegedly or
actually occasioned by any act or omission of Tenant, or Tenant's agents,
employees, contractors, sublessees, invitees, licensees, and any other person
entering the Premises under the invitation of Tenant, excepting, however, in
each case, any claims arising out of the gross negligence (but not the ordinary
negligence) or willful misconduct of Landlord, or Landlord's agents, employees
or contractors or any other person entering the Premises under the invitation
of Landlord.
15.2 Landlord's Indemnity. Landlord agrees to indemnify, defend,
and hold Tenant and Tenant's shareholders, officers, employees and sublessees
harmless from and against any and all claims, actions, damages, liabilities and
expenses allegedly or actually occasioned by any act or omission of Landlord,
or Landlord's agents, employees, contractors, or any other person entering the
Premises under the invitation of Landlord, excepting, however, in each case,
any claims arising out of the gross negligence (but not the ordinary
negligence) or willful misconduct of Tenant, or Tenant's officers, employees,
contractors, agents, sublessees or any other person entering the Premises under
the invitation of Tenant.
ARTICLE XVI
NO WAIVER
Failure of Landlord to declare any default immediately upon its
occurrence, or delaying taking any action in connection with an Event of
Default, shall not be considered a waiver of such default, nor shall it
constitute an estoppel against the Landlord, but Landlord shall have the right
to declare the default at any time so long as same is continuing and take such
action as is lawful or authorized under this Lease. Failure by Landlord to
enforce such rights with respect to any one default shall not constitute a
waiver of its right with respect to any subsequent default. Receipt by
Landlord of Tenant's keys to the Premises shall not constitute acceptance or
surrender of the Premises.
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ARTICLE XVII
ATTORNEY'S FEES
In the event that at any time either Landlord or Tenant institutes any
action or proceeding against the other relating to the provisions of this
Lease, or any default hereunder, the prevailing party in such action or
proceeding will be entitled to recover from the other party reasonable and
necessary costs and attorneys' fees.
ARTICLE XVIII
AUTHORITY
In the event Tenant is a corporation (including any form of
professional association), partnership (general or limited), or other form of
organization other than an individual, then each individual executing or
testing in this Lease on behalf of Tenant hereby covenants, warrants and
represents:
(i) that such individual is duly authorized to execute or
attest and deliver this Lease on behalf of Tenant in
accordance with the organizational documents of
Tenant;
(ii) that this Lease is binding upon Tenant;
(iii) that Tenant is duly organized and legally existing
in the state of its organization, and is qualified
to do business in the State of Texas;
(iv) that the execution and delivery of this Lease by
Tenant will not result in any breach of, or
constitute a default under, any mortgage, deed of
trust, lease, loan, credit agreement, partnership
agreement, or other contract or instrument to which
Tenant is a party or by which Tenant may be bound.
If Tenant is a corporation, Tenant will, prior to
Commencement Date, deliver to Landlord a copy of a
resolution of Tenant's board of directors authorizing
or ratifying the execution and delivery of this
Lease, which resolution will be duly certified to
Landlord's satisfaction by the secretary or assistant
secretary of Tenant.
ARTICLE XIX
NOTICES
All notices provided for in this Lease shall be in writing and shall
be delivered personally, by overnight messenger service, by
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telecopy or facsimile transmission, or deposited in the United States mail,
registered or certified, postage pre-paid, addressed as follows:
If to Landlord: Rick Guerra Enterprises
5007 Pine Street
Bellaire, Texas 77401
Attention: Mr. Ricardo J. Guerra
If to Tenant: Guerra Engineering, Inc.
c/o Hanover Compressor Company
2911 Turtle Creek, Suite 500
Dallas, Texas 75219
Attention: President
or to Landlord or Tenant at such other address or addresses as may be
designated by them by notice during given and in accordance with this Article.
All notices shall have been deemed to have been given, served or delivered at
the time the same shall have been received in case of notices personally
served, sent by overnight messenger service, or sent by telecopy or facsimile
transmission, or one (1) day following the post-mark date if the same shall
have been deposited in the United States mail, addressed and postage pre-paid
as described above.
ARTICLE XX
MISCELLANEOUS AND GENERAL PROVISIONS
20.1 Consents and Approvals. Whenever in this Lease, Landlord or
Tenant is entitled to exercise some right or option with the prior consent or
approval of Landlord or Tenant, such consent or approval shall not be
unreasonably withheld or delayed by Landlord or Tenant as the case may be.
20.2 Recording of Memorandum of Lease. Tenant may record a short
form memorandum of this Lease in reasonable form, prepared by Tenant's counsel,
subject to Landlord's approval, such approval not to be unreasonably withheld
or delayed.
20.3 Complete Agreement; Amendments. This Lease, including all
Exhibits attached hereto, constitutes the entire agreement between the parties
with respect to the subject matter hereof, and supersedes all previous
understandings and agreements, oral or written, between the parties or their
respective representatives, with respect to the subject matter hereof. This
Lease, or any of the provisions hereof, may not be amended, modified or waived
in any way (including without limitations, by the parties' course of
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conduct), except in a writing executed by duly authorized officers and partners
of the parties hereto.
20.4 Successors and Assigns. This Lease and the respective rights
and obligations of the parties hereto shall inure to the benefit of and be
binding upon the successors and assigns of the parties hereto.
20.5 Severability of Invalid Provisions. If any provision of this
Lease shall be held to be invalid, void or unenforceable, the remaining
provisions hereof shall not be affected or impaired, and such remaining
provisions shall remain in full force and effect.
20.6 Definition of the Relationship Between the Parties. Landlord
shall not, by virtue of the execution of this Lease become or be deemed a
partner or a joint venturer with Tenant in the conduct of Tenant's business on
the Premises, or otherwise, and their relationship is nothing more than
landlord and tenant.
20.7 Headings. The topical headings of the articles and sections
of this Lease are inserted only as a matter of convenience and reference, and
do not affect, define or limit or describe the scope or intent of the parties
to this Lease.
20.8 Brokers. Each party hereto represents and warrants to the
other that it is under no obligation to pay any broker, finder, middleman, or
other person a commission or fee, or any other amount, with respect to the
transactions contemplated by this Lease.
20.9 Uncontrollable Delays. If either party is prevented or
delayed from performing an obligation under this Lease due to strikes,
lockouts, labor disputes, acts of God, inability to obtain labor or materials
or reasonable substitutes therefor (provided such inability does not arise from
the inability of the applicable party to pay for same), war, civil commotion or
other cause beyond the reasonable control of the party obligated to perform
(collectively "Uncontrollable Delays"), the time for performance by such party
shall be extended for a period of time equal to the period of any
Uncontrollable Delay, provided that in order for a party to avail itself of an
extension for Uncontrollable Delay, such party must notify the other party of
the nature and status of such Uncontrollable Delay within five (5) days of the
beginning and end of such Uncontrollable Delay and further provided that unless
expressly permitted in another Section of this Lease, no Uncontrollable Delay
shall excuse Tenant's obligation to timely pay Rentals under this Lease.
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IN WITNESS WHEREOF, the parties hereto by their duly authorized
partners and officers, have executed and delivered this Lease as of the ___ day
of _____________, 19__.
LANDLORD:
---------------------------------------
Ricardo J. Guerra
---------------------------------------
Luis A. Guerra
TENANT:
GUERRA ENGINEERING, INC.
By:
------------------------------------
Its:
-----------------------------------
GUARANTY BY HANOVER COMPRESSOR COMPANY
Hanover Compressor Company ("Hanover"), as the parent corporation of
Tenant, executes this Lease for the purpose of unconditionally guaranteeing to
Landlord the full and timely performance and observance of all the covenants,
conditions and agreements contained in this Lease to be performed and observed
by Tenant. Hanover further covenants and agrees that no assignment or other
transfer of this Lease, or any interest herein, from Tenant shall operate to
extinguish or diminish the liability of Hanover hereunder. This guaranty is a
guaranty of payment and not a guaranty of collection.
HANOVER COMPRESSOR COMPANY
By:
------------------------------------
Its:
-----------------------------------
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Dates Referenced Herein
| Referenced-On Page |
|---|
| This ‘S-1’ Filing | | Date | | First | | Last | | | Other Filings |
|---|
| |  |
| Filed on: | | 4/11/97 | | | | | | | None on these Dates |
| | 11/30/93 | | 1 |
| List all Filings |
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