EXHIBIT 4.14
FORM OF FACE OF SECURITY
FOR UNITED STATES FEDERAL INCOME TAX PURPOSES, THIS SECURITY BEARS ORIGINAL
ISSUE DISCOUNT. INFORMATION INCLUDING THE ISSUE PRICE, AMOUNT OF ORIGINAL ISSUE
DISCOUNT, THE ISSUE DATE, AND THE YIELD TO MATURITY WILL BE MADE AVAILABLE TO
HOLDERS UPON REQUEST TO THE CHIEF FINANCIAL OFFICER OF THE COMPANY, AT (281)
447-8787.
UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("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 IN SUCH OTHER NAME AS IS
REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO
CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF 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 TRANSFER IN WHOLE, BUT NOT
IN PART, TO NOMINEES OF DTC OR TO A SUCCESSOR THEREOF OR SUCH SUCCESSOR'S
NOMINEE AND TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS SET FORTH IN THE
INDENTURE REFERRED TO ON THE REVERSE HEREOF.
HANOVER COMPRESSOR COMPANY
ZERO COUPON SUBORDINATED NOTE DUE MARCH 31, 2007
No. 2
Issue Date: May 14, 2003
Issue Price: $173,378,423
CUSIP: 410768 AD 7
Hanover Compressor Company, a Delaware corporation, promises to pay to
Cede & Co. or registered assigns, on March 31, 2007 the Principal Amount of Two
Hundred Sixty-Two Million, Six Hundred Twenty-One Thousand, Eight Hundred and
Ten Dollars ($262,621,810).
This Security shall not bear interest except as specified on the other
side of this Security. Original Issue Discount will accrue as specified on the
other side of this Security.
Additional provisions of this Security are set forth on the other side
of this Security.
IN WITNESS WHEREOF, Hanover Compressor 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
Dated: December 8, 2003
TRUSTEE'S CERTIFICATE OF AUTHENTICATION
Wachovia Bank, National Association, as Trustee, certifies that this is one of
the Securities referred to in the within-mentioned Indenture.
By_____________________________
Authorized Signatory
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REVERSE SIDE OF SECURITY
HANOVER COMPRESSOR COMPANY
ZERO COUPON SUBORDINATED NOTE DUE MARCH 31, 2007
1. INTEREST
This Security shall not bear interest except as specified in this
paragraph. If any Additional Interest accrues on this Security, then such
accrued Additional Interest shall be payable upon the Stated Maturity or upon
the earlier redemption pursuant to paragraph 5 hereof or acceleration thereof
pursuant to Section 6.02 of the Indenture. If the Principal Amount hereof and
accrued Additional Interest, if any, or any portion of such Principal Amount or
accrued Additional Interest, if any, is not paid when due (whether upon
acceleration pursuant to Section 6.02 of the Indenture, upon the date set for
payment of the Redemption Price pursuant to paragraph 5 hereof, or upon the
Stated Maturity of this Security), then in each such case the overdue amount
shall bear interest at the rate of 13.00% per annum, compounded semiannually (to
the extent that the payment of such interest shall be legally enforceable),
which interest shall accrue from the date such overdue amount was due to the
date payment of such amount, including interest thereon, has been made or duly
provided for. All such interest shall be payable on demand. The accrual of such
interest on overdue amounts shall be in lieu of, and not in addition to, the
continued accrual of Original Issue Discount and Additional Interest.
The Original Issue Discount (the difference between the Issue Price and
the Principal Amount of the Security) in the period during which a Security
remains outstanding, shall accrue at 11.00% per annum, on a semiannual bond
equivalent basis using a 360-day year composed of twelve 30-day months,
commencing on the Issue Date of this Security. Event of Default Interest shall
accrue at 2.0% per annum, on a semiannual bond equivalent basis using a 360-day
year composed of twelve 30-day months, commencing on the date an Event of
Default occurs and is continuing and automatically ceasing when all existing
Events of Default have been cured or waived. Excess Leverage Interest shall
accrue at 3.0% per annum, on a semiannual bond equivalent basis using a 360-day
year composed of twelve 30-day months, commencing upon the date that the
Consolidated Leverage Ratio has exceeded 5.18 to 1.0 throughout the two
consecutive fiscal quarters most recently then ended and is continuing and
automatically ceasing when the Consolidated Leverage Ratio no longer exceeds
5.18 to 1.0. In the event that the Company would be required to accrue Event of
Default Interest and Excess Leverage Interest, the Company shall accrue only
Excess Leverage Interest for as long as it is required. In no event shall the
Company accrue both Event of Default Interest and Excess Leverage Interest.
Original Issue Discount and, notwithstanding the foregoing, Additional Interest
shall cease to accrue on the earlier of (a) the date on which the Principal
Amount hereof or any portion of such Principal Amount becomes due and payable
and (b) any Redemption Date or other date on which such Original Issue Discount
shall cease to accrue in accordance with Section 2.08 of the Indenture.
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2. METHOD OF PAYMENT
Holders must surrender Securities to the Paying Agent to collect all
payments in respect of the Securities. The Company will pay cash amounts in
money of the United States that at the time of payment is legal tender for
payment of public and private debts.
3. PAYING AGENT AND REGISTRAR
Initially, Wachovia Bank, National Association (the "TRUSTEE"), will
act as Paying Agent and Registrar. The Company may appoint and change any Paying
Agent, Registrar or co-registrar without notice, other than notice to the
Trustee. The company or any of its Subsidiaries or any of their Affiliates may
act as Paying Agent, Registrar or co-registrar.
4. INDENTURE
The Company issued the Securities under an Indenture (the "INDENTURE"),
dated as of May 14, 2003, between the Company and the Trustee. 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 for a statement of those terms.
The Securities are general unsecured obligations of the Company limited
to $262,621,810 aggregate Principal Amount (subject to Section 2.07 of the
Indenture).
5. REDEMPTION AT THE OPTION OF THE COMPANY
No sinking fund is provided for the Securities. The Securities are
redeemable as a whole, or from time to time in part, at any time at the option
of the Company at the Redemption Price described below, provided that the
Securities are not redeemable prior to March 31, 2006.
The Redemption Price of a Security shall equal (i) 102.50% multiplied
by (ii) the Issue Price plus accrued Original Issue Discount and Additional
Interest, if any, as of the Redemption Date.
6. [INTENTIONALLY OMITTED]
7. NOTICE OF REDEMPTION AT THE OPTION OF THE COMPANY
Notice of redemption at the option of the Company 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 the Holder's registered address. If money
sufficient to pay the Redemption Price of all Securities (or portions thereof)
to be redeemed on the Redemption Date is deposited with the Paying Agent prior
to 11:00 a.m., New York City time, on the Redemption Date, on and after such
date Original Issue Discount and Additional Interest, if any, cease to accrue on
such Securities or portions thereof.
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8. RANKING
The Securities shall, to the extent set forth in Article 11 of the
Indenture, be subordinate and junior and subject in right of payment to the
prior payment in full in cash of all Senior Debt.
9. [INTENTIONALLY OMITTED]
10. [INTENTIONALLY OMITTED]
11. [INTENTIONALLY OMITTED]
12. DENOMINATIONS; TRANSFER; EXCHANGE
The Securities are in registered form, without coupons, but with no
limitation as to denominations. A Holder may transfer Securities in accordance
with the Indenture. The Registrar may require a Holder, among other things, to
furnish appropriate endorsements and transfer documents and to pay any transfer
taxes or other assessments required by law. The Registrar need not transfer or
exchange any Securities selected or called 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 for a period of 15 days before the mailing of notice
of Securities to be redeemed.
13. PERSONS DEEMED OWNERS
The registered holder of this Security may be treated as the owner of
this Security for all purposes.
14. UNCLAIMED MONEY OR SECURITIES
The Trustee and the Paying Agent shall return to the Company upon
written request any money or securities held by them for the payment of any
amount with respect to the Securities that remains unclaimed for two years,
PROVIDED, HOWEVER, that the Trustee or such Paying Agent, before being required
to make any such return, shall in the event that the Securities are no longer
held in global form, at the expense of the Company cause to be published once in
a newspaper of general circulation in The City of New York and the Wall Street
Journal (if such publication is then in circulation) or mail to each such Holder
notice that such money or securities remains unclaimed and that, after a date
specified therein, which shall not be less than 30 days from the date of such
publication or mailing, any unclaimed money or securities then remaining will be
returned to the Company. After return to the Company, Holders entitled to the
money or securities must look only to the Company for payment as general
creditors and all liability of the Trustee and the Paying Agent with respect to
such money, and all liabilities as trustee thereof, shall thereupon cease.
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15. 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 aggregate Principal Amount of the Securities
at the time outstanding and (ii) certain Defaults and Events of Defaults may be
waived with the written consent of the Holders of a majority in aggregate
Principal Amount of the Securities at the time outstanding. 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 cure any
ambiguity, defect or inconsistency, or to provide for the assumption of the
Company's obligations to the Holders of the Securities in case of a merger or
consolidation or sale of all or substantially all of the Company's assets; to
provide for uncertificated Securities in addition to or in place of certificated
Securities or to make any change that does not adversely affect the rights of
any Holder or to comply with any requirement of the SEC in connection with the
qualification of the Indenture under the TIA.
16. DEFAULTS AND REMEDIES
Under the Indenture, Events of Default include (i) except in the case
of a redemption, the Company defaults in the payment of the Principal Amount,
Issue Price, accrued Original Issue Discount or accrued Additional Interest on
any Security when the same becomes due and payable at its Stated Maturity, upon
declaration or otherwise; (ii) the Company defaults in the payment of the
Redemption Price on any Security for more than five days after the same becomes
due; (iii) the Company defaults in the performance of or compliance with any
term contained in Sections 4.08 and 5.01 of the Indenture; (iv) the Company
fails to comply with Section 4.09 and such failure continues for 30 days after
the earlier to occur of (x) a senior financial officer of the Company obtaining
knowledge of such failure to comply with Section 4.09 and (y) the Trustee
notifying the Company, or the Holders of at least 25% in aggregate Principal
Amount of the Securities at the time outstanding notifying the Company and the
Trustee, of such failure to comply with Section 4.09; (v) the Company fails to
comply with any of its agreements or covenants in the Securities or the
Indenture (other than those referred to in clauses (i) - (iv) above), and such
failure continues for 90 days after receipt by the Company of a Notice of
Default; (vi) the Company is in default under one or more Senior Debt Agreements
pursuant to which (a) Senior Debt in an aggregate principal amount of
$100,000,000 or more is outstanding or (b) there are commitments thereunder to
provide Senior Debt in an aggregate principal amount of $100,000,000 or more and
as a consequence of such default the Indebtedness under such Senior Debt
Agreements has become, or has been declared, due and payable before its
regularly scheduled dates of payment; and (vii) certain events of bankruptcy or
insolvency as set forth in the Indenture. If an Event of Default occurs and is
continuing, the Trustee, or the Holders of at least 25% in aggregate Principal
Amount of the Securities at the time outstanding, 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 declared due and
payable immediately upon the occurrence of such Events of Default. Acceleration
is subject to the subordination provisions of the Indenture.
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
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reasonable indemnity or security. Subject to certain limitations, Holders of no
less than a majority in aggregate Principal Amount of the Securities at the time
outstanding may direct the Trustee in its exercise of any trust or power. The
Trustee may withhold from Holders notice of any continuing Default for 30 days
or (except a Default in payment of amounts specified in clauses (i) and (ii)
above) if it determines that withholding notice is in their interests.
17. TRUSTEE DEALINGS WITH THE COMPANY
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.
18. NO RECOURSE AGAINST OTHERS
A director, officer, employee or stockholder, as such, of the Company
shall not have any liability for any obligations of the 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.
19. AUTHENTICATION
This Security shall not be valid until an authorized signatory of the
Trustee manually signs the Trustee's Certificate of Authentication on the other
side of this Security.
20. ABBREVIATIONS
Customary abbreviations may be used in the name of a Holder or an
assignee, such as TEN COM (=tenants in common), TENANT (=tenants by the
entireties), JT TEN (=joint tenants with right of survivorship and not as
tenants in common), CUST (=custodian), and U/G/M/A (=Uniform Gift to Minors
Act).
21. OFFSET RIGHTS
The aggregate Principal Amount of the Securities outstanding from time
to time may be reduced as a result of Offset Prepayments, which Offset
Prepayments terminate once the Schlumberger Holder owns less than all of the
Securities.
22. GOVERNING LAW
THE LAWS OF THE STATE OF NEW YORK SHALL GOVERN THE INDENTURE AND THIS
SECURITY.
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23. INDENTURE TO CONTROL
In case of any conflict between the provisions of this Security and the
Indenture, the provisions of the Indenture shall control.
The Company will furnish to any Holder upon written request and without
charge a copy of the Indenture. Requests may be made to:
Hanover Compressor Company
12001 North Houston Rosslyn Road
Houston, Texas 77086
Attention: Corporate Secretary
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TRANSFER NOTICE
This Transfer Notice relates to __________ Principal Amount (as defined in the
Indenture to which the referenced Securities are subject) of the Zero Coupon
Subordinated Notes due March 31, 2007 of Hanover Compressor Company, a Delaware
corporation, held by Schlumberger Technology Corporation (the "TRANSFEROR").
(I) or (we) assign and transfer this Security to
________________________________________________________________________________
(Print or type assignee's name, address and zip code)
________________________________________________________________________________
(Insert assignee's social security 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.
Your Signature:_________________________________________________________________
(Sign exactly as your name appears on the other side of this Security)
Date:__________________________________________________________________
Signature Guarantee:(1)________________________________________________
In connection with any transfer of any of the Securities evidenced by this
certificate occurring prior to the date that is two years after the later of the
date of original issuance of such Securities and the last date, if any, on which
such Securities were owned by the Company or any Affiliate of the Company, the
undersigned confirms that such Securities are being transferred:
CHECK ONE BOX BELOW
(1) [ ] to Hanover Compressor Company; or
(2) [ ] pursuant to and in compliance with Rule 144A under
the Securities Act of 1933; or
(3) [ ] pursuant to and in compliance with Regulation S under
the Securities Act of 1933; or
(4) [ ] pursuant to another available exemption from the
registration requirements of the Securities Act of 1933; or
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(1) Signature must be guaranteed by an "eligible guarantor institution"
meeting the requirements of the Registrar which requirements include membership
or participation in the Security Transfer Medallion Program ("STAMP") or such
other "signature guarantee program" as may be determined by the Registrar in
addition to or in substitution for, STAMP, all in accordance with the Securities
Exchange Act of 1934, as amended.
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(5) [ ] pursuant to an effective registration statement under
the Securities Act of 1933.
Unless one of the boxes is checked, the Trustee will refuse to
register any of the Securities evidenced by this certificate
in the name of any person other than the registered holder
thereof; PROVIDED, HOWEVER, that if box (3) or (4) is checked,
the Trustee may require, prior to registering any such
transfer of the Securities such legal opinions, certifications
and other information as it has reasonably requested
(including, if the transferee is an institutional accredited
investor as defined in Rule 501(a)(1), (2), (3) or (7) under
the Securities Act of 1933, a letter signed by such transferee
in the form of Exhibit B to the Indenture) to confirm that
such transfer is being made pursuant to an exemption from, or
in a transaction not subject to, the registration requirements
of the Securities Act of 1933.
Unless the box below is checked, the undersigned confirms that
such Security is not being transferred to an "affiliate" of
the Company as defined in Rule 144 under the Securities Act of
1933 (an "AFFILIATE"):
(6) [ ] The transferee is an Affiliate of the Company.
____________________________________
Signature
____________________________________
Date
____________________________________
Signature Guarantee(2)
- ----------------------------
(2) Signature must be guaranteed by a commercial bank, trust company or
member firm of the New York Stock Exchange.
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TO BE COMPLETED BY PURCHASER IF (2) ABOVE IS CHECKED.
The undersigned represents and warrants that it is purchasing this Note
for its own account or an account with respect to which it exercises sole
investment discretion and that it and any such account is a "qualified
institutional buyer" within the meaning of Rule 144A under the Securities Act of
1933, and is aware that the sale to it is being made in reliance on Rule 144A
and acknowledges that it has received such information regarding the Company as
the undersigned has requested pursuant to Rule 144A or has determined not to
request such information and that it is aware that the transferor is relying
upon the undersigned's foregoing representations in order to claim the exemption
from registration provided by Rule 144A.
Dated: __________________ _______________________________________________
[Signature of executive officer of purchaser]
Name:__________________________________________
Title:_________________________________________
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