EXHIBIT 4.19
FORM OF GLOBAL SECURITY
UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY ("DTC") TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF
TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE
NAME OF CEDE & CO. OR SUCH OTHER REPRESENTATIVE OF DTC AS IS REQUESTED BY AN
AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT HEREON IS MADE TO CEDE & CO.
OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO
ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS
AN INTEREST HEREIN.
TRANSFERS OF THIS GLOBAL SECURITY SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT
NOT IN PART, TO NOMINEES OF CEDE & CO. OR TO A SUCCESSOR THEREOF OR SUCH
SUCCESSOR'S NOMINEE AND TRANSFERS OF PORTIONS OF THIS GLOBAL SECURITY SHALL BE
LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS SET FORTH IN THE
INDENTURE.
No. R-1 $143,750,000
CUSIP NO. 410768 AE 5
HANOVER COMPRESSOR COMPANY
4.75% CONVERTIBLE SENIOR NOTE DUE 2014
Hanover Compressor Company, a corporation duly organized and
existing under the laws of Delaware (herein called the "Company", which term
includes any successor Person under the Indenture hereinafter referred to), for
value received, hereby promises to pay to Cede & Co., or registered assigns, the
principal sum of One Hundred Forty-Three Million Seven Hundred Fifty Thousand
Dollars on January 15, 2014, and to pay interest thereon from December 15, 2003
or from the most recent Interest Payment Date to which interest has been paid or
duly provided for, semiannually on January 15 and July 15 in each year,
commencing July 15, 2004, at the rate of 4.75% per annum, until the principal
hereof is paid or made available for payment, provided that any principal, and
any such installment of interest, which is overdue shall bear interest at the
rate of 4.75% per annum (to the extent that the payment of such interest shall
be legally enforceable), from the dates such amounts are due until they are paid
or made available for payment, and such interest shall be payable on demand. The
interest so payable, and punctually paid or duly provided for, on any Interest
Payment Date will, as provided in such Indenture, be paid to the Person in whose
name this Security (or one or more Predecessor Securities) is registered at the
close of business on the Regular Record Date for such interest, which shall be
the January 1 or July 1 (whether or not a Business Day), as the case may be,
next preceding such Interest Payment Date. Any such interest not so punctually
paid or duly provided for will forthwith cease to be payable to the Holder on
such Regular Record Date and may either be paid to the Person in whose name this
Security (or one or more Predecessor Securities) is registered at the close of
business on a Special Record Date for the payment of such Defaulted Interest to
be fixed by the Trustee, notice whereof shall be given to Holders of Securities
not less than 10 days prior to such Special Record Date, or be paid at any time
in any other lawful manner not inconsistent with the requirements of any
securities exchange on which the Securities may be listed, and upon such notice
as may be required by such exchange, all as more fully provided in said
Indenture.
Payment of the principal of and interest on this Security will
be made at the office or agency of the Company maintained for that purpose in
the Borough of Manhattan, The City of New York, in such coin or currency of the
United States of America as at the time of payment is
legal tender for payment of public and private debts; provided, however, that at
the option of the Company payment of interest on Securities in definitive form
may be made by check mailed to the address of the Person entitled thereto as
such address shall appear in the Security Register.
Reference is hereby made to the further provisions of this
Security set forth on the reverse hereof, which further provisions shall for all
purposes have the same effect as if set forth at this place.
Unless the certificate of authentication hereon has been
executed by the Trustee referred to on the reverse hereof by manual signature,
this Security shall not be entitled to any benefit under the Indenture or be
valid or obligatory for any purpose.
IN WITNESS Whereof, the Company has caused this instrument to
be duly executed.
HANOVER COMPRESSOR COMPANY
By:____________________________________
Name: John E. Jackson
Title: Senior Vice President and
Chief Financial Officer
TRUSTEE'S CERTIFICATE OF AUTHENTICATION.
This is one of the Securities of the series designated therein
referred to in the within-mentioned Indenture.
WACHOVIA BANK, NATIONAL
ASSOCIATION, as Trustee
By:____________________________________
Authorized Signatory
Dated: December 15, 2003
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[REVERSE SIDE OF SECURITY]
4.75% CONVERTIBLE SENIOR NOTE DUE 2014
1. Interest
Hanover Compressor Company, a Delaware corporation (such
corporation, and its successors and assigns under the Indenture hereinafter
referred to, being herein called the "Company"), promises to pay interest on the
principal amount of this Security at the rate per annum shown above.
The Company will pay interest semiannually in cash and in
arrears to Holders of record at the close of business on the January 1 and July
1 immediately preceding the Interest Payment Date on January 15 and July 15 of
each year, commencing on July 15, 2004. Interest on the Securities will accrue
from the most recent date to which interest has been paid on the Securities or,
if no interest has been paid, from December 15, 2003. The Company shall pay
interest on overdue principal (plus interest on such interest to the extent
lawful), at the rate borne by the Securities to the extent lawful. Interest will
be computed on the basis of a 360-day year of twelve 30-day months.
2. Method of Payment
By at least 11:00 a.m. (New York City time) on the date on
which any principal of or interest on the Securities is due and payable, the
Company shall irrevocably deposit with the Trustee or the Paying Agent money
sufficient to pay such principal and/or interest. The Company will pay interest
(except Defaulted Interest) to the Persons who are registered Holders of
Securities at the close of business on the January 1 or July 1 next preceding
the Interest Payment Date even if the Securities are cancelled, repurchased or
redeemed after the record date and on or before the Interest Payment Date.
Holders must surrender Securities to a Paying Agent to collect principal
payments. The Company will pay principal and interest in money of the United
States that at the time of payment is legal tender for payment of public and
private debts. However, the Company may pay interest on any Security in
definitive form by check payable in such money. It may mail an interest check to
a Holder's registered address. Upon written application by the Holder of
Securities aggregating more than $2.0 million in principal amount to the Paying
Agent not later than the relevant record date, the Company will pay interest on
such Securities by transfer of immediately available funds to a Dollar account
maintained by such Holder with a bank in the United States.
3. Trustee, Paying Agent, Conversion Agent and Security Registrar
Initially, Wachovia Bank, National Association, a national
banking association (the "Trustee"), will act as Trustee, Paying Agent,
Conversion Agent and Security Registrar. The Company may appoint and change any
Paying Agent, Conversion Agent, Security Registrar or co-registrar without
notice to any Holder. The Company may act as Paying Agent, Security Registrar or
co-registrar.
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4. Indenture
The Company issued the Securities under the Second
Supplemental Indenture dated as of December 15, 2003 (as it may be amended or
supplemented from time to time in accordance with the terms thereof, the
"Supplemental Indenture"), between the Company and the Trustee to the Senior
Indenture dated as of December 15, 2003 (as it may be amended or supplemented
from time to time in accordance with the terms thereof, the "Original Indenture"
and, as amended and supplemented by the Supplemental Indenture, the
"Indenture"). For the sake of clarity, each reference to the Indenture shall
mean the Original Indenture as amended by the Supplemental Indenture, and future
amendments and supplements, the provisions of which relate to the Securities and
not future issuances of debt securities under the Original Indenture other than
these Securities. The terms of the Securities include those stated in the
Indenture and those made part of the Indenture by reference to the Trust
Indenture Act of 1939 (15 U.S.C. Sections 77aaa-77bbbb) as in effect on the date
of the Indenture (the "Act"). Capitalized terms used herein and not defined
herein have the meanings ascribed thereto in the Indenture. The Securities are
subject to all such terms, and Holders are referred to the Indenture and the Act
for a statement of those terms.
The Securities are general unsecured senior obligations of the
Company and are limited to an aggregate principal amount of $143,750,000.
5. Optional Redemption
At any time on or after January 15, 2011 and prior to January
15, 2013, the Company may, at its option, redeem the Securities, in whole at any
time or in part from time to time, at a Redemption Price equal to 100% of the
principal amount of the Securities to be redeemed, plus accrued and unpaid
interest, if any, to but excluding the Redemption Date, if the Last Reported
Sale Price of the Common Stock has exceeded 135% of the Conversion Price then in
effect for at least 20 Trading Days within a period of 30 consecutive Trading
Days ending on the Trading Day prior to the date on which the Company mails the
notice of redemption pursuant to Section 1104 of the Original Indenture.
Except as set forth in the previous paragraph, the Securities
may not be redeemed at the option of the Company prior to January 15, 2013. On
and after January 15, 2013, the Company may, at its option, redeem the
Securities, in whole at any time or in part from time to time, on any date prior
to the Stated Maturity, at a Redemption Price equal to 100% of the principal
amount of the Securities to be redeemed, plus accrued and unpaid interest, if
any, to but excluding Redemption Date.
If a Redemption Date is an Interest Payment Date, the
semiannual interest on the Securities payable on such Interest Payment Date will
be payable to the Holder of record as of the relevant Regular Record Date, and
the Redemption Price will not include such interest payment.
6. Notice of Redemption
Notice of redemption will be mailed at least 20 days but not
more than 60 days before the Redemption Date to each Holder of Securities to be
redeemed at his registered
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address. Securities in denominations of principal amount larger than $1,000 may
be redeemed in part but only in whole multiples of $1,000. If money sufficient
to pay the Redemption Price of and accrued and unpaid interest on all Securities
(or portions thereof) to be redeemed on the Redemption Date is deposited with
the Paying Agent on or before the Redemption Date and certain other conditions
are satisfied, on and after such date interest ceases to accrue on such
Securities (or such portions thereof) called for redemption.
7. Put Provisions
Upon a Change in Control, any Holder of Securities will have
the right to cause the Company to repurchase all or any part of the Securities
of such Holder at a Repurchase Price equal to 100% of the principal amount
thereof plus accrued and unpaid interest to the Repurchase Date as provided in,
and subject to the terms of, the Indenture.
8. Conversion
A Holder may convert its Securities, at any time following the
Issue Date and before the close of business on the Business Day immediately
preceding the Stated Maturity, in whole or in part (in a denomination of $1,000
in principal amount or any integral multiple thereof), into shares of Common
Stock at the Conversion Rate; provided that in the case of a Security all or
part of which has been called for redemption as described in paragraph 5 above
or delivered for repurchase pursuant to paragraph 7 above, such conversion right
in respect to such Security or portion thereof so called or delivered shall
expire at the close of business on the Business Day immediately preceding the
Redemption Date or Repurchase Date, as the case may be (unless the Company shall
default in the payment of the Redemption Price or Repurchase Price, as
applicable, in which case such conversion right shall not terminate at such
time).
The Conversion Rate is initially equal to 66.6667 shares of
Common Stock per $1,000 principal amount of Securities, subject to adjustment in
certain events described in the Indenture. In addition the Company may increase
the Conversion Rate for any period of at least 20 days upon at least 15 days'
notice. The Company shall deliver cash or a check in lieu of any fractional
share of Common Stock.
If the Company is a party to a consolidation, merger or sale
of assets, then at the effective time of such transaction the right to convert a
Security into Common Stock may be changed into a right to convert it into
securities, cash or other assets of the Company or another Person.
9. Denominations; Transfer; Exchange
The Securities are in registered form without coupons in
denominations of principal amount of $1,000 and whole multiples of $1,000. A
Holder may transfer or exchange Securities in accordance with the Indenture. The
Security Registrar may require a Holder, among other things, to furnish
appropriate endorsements or transfer documents and to pay any taxes required by
law. The Security Registrar need not register the transfer of or exchange of any
Security selected for redemption (except, in the case of a Security to be
redeemed in part, the portion of the Security not to be redeemed) or any
Securities during a period beginning 15 days before a selection of Securities to
be redeemed and ending on the date of such selection.
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10. Persons Deemed Owners
The registered holder of this Security may be treated as the
owner of it for all purposes.
11. Unclaimed Money
If money for the payment of principal or interest remains
unclaimed for two years, the Trustee or Paying Agent shall pay the money back to
the Company at its request unless an abandoned property law designates another
Person. After any such payment, Holders entitled to the money must look only to
the Company and not to the Trustee for payment.
12. Defeasance
Subject to certain conditions set forth in the Indenture, the
Company at any time may terminate some or all of its obligations under the
Securities and the Indenture if the Company deposits with the Trustee money or
U.S. Government Obligations for the payment of principal and interest on the
Securities to redemption or Stated Maturity, as the case may be.
13. Amendment, Waiver
Subject to certain exceptions set forth in the Indenture, (i)
the Indenture or the Securities may be amended with the written consent of the
Holders of at least a majority in principal amount of the Outstanding Securities
and (ii) any default or noncompliance with any provision may be waived with the
written consent of the Holders of a majority in principal amount of the
Outstanding Securities. Subject to certain exceptions set forth in the
Indenture, without the consent of any Holder, the Company and the Trustee may
amend the Indenture or the Securities to, among other things, cure any
ambiguity, omission, defect or inconsistency, or to comply with Article Four of
the Supplemental Indenture, or to provide for uncertificated Securities in
addition to or in place of certificated Securities, or to add guarantees with
respect to the Securities or to secure the Securities, or to add additional
covenants or Events of Default or surrender rights and powers conferred on the
Company, or to comply with any requirement of the Commission in connection with
qualifying the Indenture under the Trust Indenture Act, or to make any other
change that does not adversely affect the rights of any Holder.
14. Defaults and Remedies
Under the Indenture, Events of Default include (i) a default
in any payment of interest on any Security when due, continued for 30 days, (ii)
a default in the payment of principal of any Security when due at its Stated
Maturity, upon optional redemption, upon required repurchase, upon declaration
or otherwise, (iii) the failure by the Company to comply with its obligations
under Section 501 of the Supplemental Indenture, (iv) the failure by the Company
(A) to give away notice required by Section 902 of the Supplemental Indenture,
(B) to make any required Change of Control Payment or (C) to comply for 60 days
after notice with its other agreements contained in the Securities or the
Indenture, (v) the failure by the Company or any Subsidiary to pay any
indebtedness for money borrowed within any applicable grace period after final
maturity or the acceleration of any such indebtedness by the holders thereof
because of a default if the total amount of such indebtedness unpaid or
accelerated exceeds $20.0 million,
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(vi) certain events of bankruptcy, insolvency or reorganization of the Company,
a Significant Subsidiary or any group of Subsidiaries that, taken together (as
of the latest audited consolidated financial statements of the Company and its
Subsidiaries), would constitute a Significant Subsidiary, or (vii) the rendering
of any judgment or decree for the payment of money in an amount (net of any
insurance or indemnity payments actually received in respect thereof prior to or
within 90 days from the entry thereof, or to be received in respect thereof in
the event any appeal thereof shall be unsuccessful) in excess of $20.0 million
against the Company or a Significant Subsidiary that is not discharged, bonded
or insured by a third Person if (A) an enforcement proceeding thereon is
commenced or (B) such judgment or decree remains outstanding for a period of 60
days following such judgment or decree and is not discharged, waived or stayed.
If an Event of Default occurs and is continuing, the Trustee or the Holders of
at least 25% in principal amount of the Outstanding Securities may declare all
the Securities to be due and payable immediately. Certain events of bankruptcy
or insolvency are Events of Default which will result in the Securities being
due and payable immediately upon the occurrence of such Events of Default.
Holders may not enforce the Indenture or the Securities except
as provided in the Indenture. The Trustee may refuse to enforce the Indenture or
the Securities unless it receives reasonable indemnity or security. Subject to
certain limitations, Holders of a majority in principal amount of the Securities
may direct the Trustee in its exercise of any trust or power. The Trustee may
withhold from Holders notice of any continuing default or Event of Default
(except a default or Event of Default in payment of principal or interest) if it
determines that withholding notice is in their interests.
15. Trustee Dealings with the Company
Subject to certain limitations set forth in the Indenture, the
Trustee under the Indenture, in its individual or any other capacity, may become
the owner or pledgee of Securities and may otherwise deal with and collect
obligations owed to it by the Company or its affiliates and may otherwise deal
with the Company or its affiliates with the same rights it would have if it were
not Trustee.
16. Calculations in Respect of the Securities
The Company shall be responsible for making all calculations
called for under the Securities. These calculations shall include, without
limitation, determination of accrued interest payable, the Last Reported Sale
Price of Common Stock and the Conversion Price or Rate. The Company shall make
such calculations in good faith and, absent manifest error, such calculations
shall be final and binding on the Holders. The Company shall provide a schedule
of such calculations to the Trustee, Paying Agent and Conversion Agent, who may
conclusively rely on such calculations without independent verification. The
Trustee will forward such calculations to any Holder upon its request.
17. No Recourse Against Others
A director, officer, employee, incorporator, limited partner,
member or stockholder, as such, of the Company shall not have any liability for
any obligations of the
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Company under the Securities or the Indenture or for any claim based on, in
respect of or by reason of such obligations or their creation. By accepting a
Security, each Holder waives and releases all such liability. The waiver and
release are part of the consideration for the issue of the Securities.
18. Authentication
This Security shall not be valid until an authorized signatory
of the Trustee (or an authenticating agent acting on its behalf) manually signs
the certificate of authentication on the other side of this Security.
19. Abbreviations
Customary abbreviations may be used in the name of a Holder or
an assignee, such as TEN COM (=tenants in common), TEN ENT (=tenants by the
entirety), JT TEN (=joint tenants with rights of survivorship and not as tenants
in common), CUST (=custodian) and U/G/M/A (=Uniform Gift to Minors Act).
20. CUSIP Numbers
Pursuant to a recommendation promulgated by the Committee on
Uniform Security Identification Procedures, the Company has caused CUSIP numbers
to be printed on the Securities and has directed the Trustee to use CUSIP
numbers in notices of redemption as a convenience to Holders. No representation
is made as to the accuracy of such numbers either as printed on the Securities
or as contained in any notice of redemption and reliance may be placed only on
the other identification numbers placed thereon.
21. Governing Law
THIS SECURITY SHALL BE GOVERNED BY, AND CONSTRUED IN
ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.
The Company will furnish to any Holder upon written request
and without charge to the Holder a copy of the Indenture. Requests may be made
to:
Hanover Compressor Company
12001 North Houston Rosslyn
Houston, Texas 77086
Attention: Treasurer
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ASSIGNMENT FORM
To assign this Security, fill in the form below:
I or we assign and transfer this Security to
(Print or type assignee's name, address and zip code)
(Insert assignee's soc. sec. or tax I.D. No.)
and irrevocably appoint ________________ agent to transfer this Security on
the books of the Company. The agent may substitute another to act for him.
________________________________________________________________________________
Date:____________________ Your Signature:___________________
Signature Guarantee:_____________________________________
(Signature must be guaranteed)
________________________________________________________________________________
Sign exactly as your name appears on the other side of this Security.
The signature(s) should be guaranteed by an eligible guarantor institution
(banks, stockbrokers, savings and loan associations and credit unions with
membership in the Securities Transfer Agents Medallion Program ("STAMP") or such
other signature guarantee medallion program as may be approved by the Security
Registrar in addition to or substitution for, STAMP), pursuant to S.E.C. Rule
17Ad-15.
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SCHEDULE OF INCREASES OR DECREASES IN GLOBAL SECURITY
The following increases or decreases in this Global Security
have been made:
Principal Amount of this Signature of authorized
Date of Amount of decrease in Principal Amount of increase in Principal Global Security following signatory of Trustee or
Exchange Amount of this Global Security Amount of this Global Security such decrease or increase Securities Custodian
- -------- ------------------------------ ------------------------------ ------------------------- ------------------------
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OPTION OF HOLDER TO ELECT PURCHASE
If you want to elect to have this Security purchased by the
Company pursuant to Article Nine of the Supplemental Indenture, check the box:
[ ]
If you want to elect to have only part of this Security
purchased by the Company pursuant to Article Nine of the Supplemental Indenture,
state the amount in principal amount (must be integral multiple of $1,000):
$-------------------
Date: __________ Your Signature ______________________________________________
(Sign exactly as your name appears on the
other side of the Security)
Signature Guarantee: _______________________________________
(Signature must be guaranteed)
The signature(s) should be guaranteed by an eligible guarantor institution
(banks, stockbrokers, savings and loan associations and credit unions) with
membership in the Securities Transfer Agents Medallion Program ("STAMP") or such
other signature guarantee medallion program as may be approved by the Security
Registrar in addition to or substitution for STAMP, pursuant to S.E.C. Rule
17Ad-15.
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CONVERSION NOTICE
To: Hanover Compressor Company
The undersigned owner of this Security hereby: (i) irrevocably
exercises the option to convert this Security, or the portion hereof below
designated, for shares of Common Stock of Hanover Compressor Company in
accordance with the terms of the Indenture referred to in this Security and (ii)
directs that such shares of Common Stock deliverable upon the conversion,
together with any check in payment for fractional shares and any Security(ies)
representing any unconverted principal amount hereof, be issued and delivered to
the registered holder hereof unless a different name has been indicated below.
If shares are to be delivered registered in the name of a person other than the
undersigned, the undersigned will pay all transfer taxes payable with respect
thereto. Any amount required to be paid by the undersigned on account of
interest accompanies this Security.
Dated _________________ _______________________________________
Signature
Fill in for registration of shares if to be delivered, and of
Securities if to be issued, otherwise than to and in the name of the registered
holder.
________________________________
Social Security or other
Taxpayer Identification Number
__________________________________
(Name)
__________________________________
(Street Address)
__________________________________
(City, State and Zip Code)
(Please print name and address)
Principal amount to be converted:
(if less than all)
$___________________
Signature Guarantee*
___________________
*Participant in a recognized Signature Guarantee Medallion Program (or other
signature acceptable to the Trustee).
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