EXHIBIT 99.3
Form of Letter to DTC Participants Regarding the Offer to Exchange
Unregistered 8.50% Senior Secured Notes Due 2008
for
8.50% Senior Secured Notes Due 2008
which have been registered under the Securities Act of 1933
of
Hanover Equipment Trust 2001A
payable from lease obligations of and guaranteed by
Hanover Compression Limited Partnership
which lease obligations and notes are guaranteed by
Hanover Compressor Company
Pursuant to the Prospectus dated , 2002
THE EXCHANGE OFFER WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME, ON ,
2002, UNLESS EXTENDED (SUCH TIME AND DATE, AS THE SAME MAY BE EXTENDED FROM
TIME TO TIME, THE "EXPIRATION DATE"). TENDERS MAY BE WITHDRAWN AT ANY TIME
PRIOR TO THE EXPIRATION DATE.
, 2002
To Brokers, Dealers, Commercial Banks
Trust Companies and Other Nominees:
Enclosed for your consideration is a Prospectus, dated , 2002, of
Hanover Equipment Trust 2001A (the "Issuer"), Hanover Compression Limited
Partnership ("HCLP"), and Hanover Compressor Company ("Hanover"), and a related
Letter of Transmittal (which together constitute the "Exchange Offer") relating
to the offer by the Issuer to exchange any and all of the Issuer's outstanding
unregistered 8.50% Senior Secured Notes due 2008 (the "Old Notes") for
$300,000,000 principal amount of the Issuer's 8.50% Senior Secured Notes due
2008 (the "New Notes") that have been registered under the Securities Act of
1933, as amended (the "Securities Act"), which New Notes are payable from lease
obligations of and guaranteed by HCLP, which lease obligations and New Notes
are guaranteed by Hanover, upon the terms and subject to the conditions set
forth in the Prospectus and the Letter of Transmittal. The Prospectus and
Letter of Transmittal more fully describe the Exchange Offer. Capitalized terms
used but not defined herein have the meanings given to them in the Prospectus.
We are asking you to contact your clients for whom you hold Old Notes
registered in your name or in the name of your nominee. In addition, we ask you
to contact your clients who, to your knowledge, hold Old Notes registered in
their own name.
Enclosed are copies of the following documents:
1. The Prospectus;
2. The Letter of Transmittal for your use in connection with the tender
of Old Notes and for the information of your clients;
3. The Notice of Guaranteed Delivery to be used to accept the Exchange
Offer if the Old Notes and all other required documents cannot be delivered
to the Exchange Agent prior to the Expiration Date;
4. A form of letter that may be sent to your clients for whose accounts
you hold Old Notes registered in your name or the name of your nominee, with
space provided for obtaining such clients' instructions with regard to the
Exchange Offer; and
5. Guidelines for Certification of Taxpayer Identification Number on
Substitute Form W-9.
DTC participants will be able to execute tenders through the DTC Automated
Tender Offer Program.
PLEASE NOTE THAT THE EXCHANGE OFFER WILL EXPIRE AT 5:00 P.M., NEW YORK CITY
TIME, ON , 2002, UNLESS EXTENDED BY THE COMPANY. WE URGE YOU TO CONTACT YOUR
CLIENTS AS PROMPTLY AS POSSIBLE.
You will be reimbursed by the Issuer for customary mailing and handling
expenses incurred by you in forwarding any of the enclosed materials to your
clients.
Additional copies of the enclosed material may be obtained from the Exchange
Agent, at the address and telephone numbers set forth in the Prospectus and the
Letter of Transmittal.
Very truly yours,
HANOVER EQUIPMENT TRUST 2001A
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NOTHING HEREIN OR IN THE ENCLOSED DOCUMENTS SHALL CONSTITUTE YOU OR ANY PERSON
AS AN AGENT OF THE ISSUER, HCLP, HANOVER OR THE EXCHANGE AGENT, OR AUTHORIZE
YOU OR ANY OTHER PERSON TO MAKE ANY STATEMENTS ON BEHALF OF EITHER OF THEM WITH
RESPECT TO THE EXCHANGE OFFER, EXCEPT FOR STATEMENTS EXPRESSLY MADE IN THE
PROSPECTUS AND THE LETTER OF TRANSMITTAL.
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