EXHIBIT 99.2
FORM OF NOTICE OF GUARANTEED DELIVERY
With Respect to Tender of
Unregistered 8.75% Senior Secured Notes Due 2011
In Exchange For
8.75% Senior Secured Notes Due 2011
of
Hanover Equipment Trust 2001B
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 TENDERS MAY BE WITHDRAWN AT ANY TIME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 THE EXPIRATION DATE.
The Exchange Agent is:
WILMINGTON TRUST FSB
By Registered or Certified Mail: By Facsimile: By Hand or Overnight Courier:
Corporate Trust Reorg Services (302) 636-4145 Corporate Trust Reorg Services
Wilmington Trust FSB Wilmington Trust FSB
As Exchange Agent As Exchange Agent
Mail Drop 1615 Rodney Square North
P.O. Box 8861 Confirm by Telephone: 1100 North Market Street
Wilmington, DE 19899-8861 Wilmington, DE 19890-1615
Re: Hanover Equipment Trust 2001B (302) 636-6472 Re: Hanover Equipment Trust 2001B
DELIVERY OF THIS NOTICE OF GUARANTEED DELIVERY TO AN ADDRESS OTHER THAN AS
SET FORTH ABOVE OR TRANSMISSION TO A FACSIMILE NUMBER OTHER THAN AS SET FORTH
ABOVE WILL NOT CONSTITUTE A VALID DELIVERY.
As set forth in the prospectus (the "Prospectus") dated , 2002 of
Hanover Equipment Trust 2001B, a special purpose Delaware business trust (the
"Issuer"), Hanover Compression Limited Partnership, a Delaware limited
partnership ("HCLP"), and Hanover Compressor Company, a Delaware corporation
("Hanover"), and in the accompanying Letter of Transmittal and instructions
thereto (the "Letter of Transmittal"), this form or one substantially
equivalent thereto must be used to accept the Issuer's offer (the "Exchange
Offer") to exchange any and all of the Issuer's outstanding unregistered 8.75%
Senior Secured Notes due 2011 (the "Old Notes") for $250,000,000 principal
amount of the Issuer's 8.75% Senior Secured Notes due 2011 (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, if the Letter of Transmittal or any other documents required thereby
cannot be delivered
to the Exchange Agent, or the Old Notes cannot be delivered or if the
procedures for book-entry transfer cannot be completed prior to the Expiration
Date. This form may be delivered by an Eligible Institution (as defined in the
Prospectus) by mail or hand delivery or transmitted via facsimile to the
Exchange Agent as set forth above. Capitalized terms used but not defined
herein shall have the meaning given to them in the Prospectus.
This form is not to be used to guarantee signatures. If a signature on the
Letter of Transmittal is required to be guaranteed by an Eligible Institution
under the instructions thereto, such signature guarantee must appear in the
applicable space provided in the Letter of Transmittal.
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PLEASE READ THE ACCOMPANYING INSTRUCTIONS CAREFULLY
Ladies and Gentlemen:
The undersigned hereby tenders to Hanover Equipment Trust 2001B upon the
terms and subject to the conditions set forth in the Prospectus and the related
Letter of Transmittal, receipt of which is hereby acknowledged, the principal
amount of Old Notes specified below pursuant to the guaranteed delivery
procedures set forth in the Prospectus and in Instruction 2 of the Letter of
Transmittal. By so tendering, the undersigned does hereby make, at and as of
the date hereof, the representations and warranties of a tendering holder of
Old Notes set forth in the Letter of Transmittal.
The undersigned understands that tenders of Old Notes may be withdrawn if
the Exchange Agent receives at one of its addresses specified on the cover of
this Notice of Guaranteed Delivery, prior to the Expiration Date, a facsimile
transmission or letter setting forth the name of the holder, the aggregate
principal amount of Old Notes the holder delivered for exchange, the
certificate number(s) (if any) of the Old Notes and a statement that such
holder is withdrawing his election to have such Old Notes or any portion
thereof exchanged, which facsimile transmission or letter is signed in the same
manner as the original signature on the Letter of Transmittal by which the Old
Notes were tendered, including any signature guarantees, all in accordance with
the procedures set forth in the Prospectus.
All authority conferred or agreed to be conferred by this Notice of
Guaranteed Delivery shall not be affected by, and shall survive, the death,
incapacity, or dissolution of the undersigned, and every obligation of the
undersigned hereunder shall be binding upon the heirs, executors,
administrators, trustees in bankruptcy, personal and legal representatives,
successors and assigns of the undersigned.
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PLEASE SIGN AND COMPLETE
Certificate Numbers of
Old Notes Principal Amount of Old
(if Available) Notes Tendered
- ----------------------------------------------------
- ----------------------------------------------------
- ----------------------------------------------------
- ----------------------------------------------------
Signature(s) of If Old Notes will be
registered holder(s) or tendered by
Authorized Signatory: __ book-entry transfer,
check below:
________________________
________________________ [_] The Depository Trust
Company
Date:___________________
Name(s) of registered holders:__
Depository Account No.___
________________________
________________________
Address:________________
________________________
________________________
Area Code and Telephone No.__
This Notice of Guaranteed Delivery must be signed by the registered
holder(s) of the Old Notes exactly as their name(s) appear on certificate(s) for
the Old Notes or, if tendered by a participant in one of the book-entry transfer
facilities, exactly as such participant's name appears on a security position
listing as the owner of the Old Notes, or by person(s) authorized to become
registered holder(s) by endorsements and documents transmitted with this Notice
of Guaranteed Delivery. If the signature above is by a trustee, executor,
administrator, guardian, attorney-in-fact, officer or other person acting in a
fiduciary or representative capacity, such person must provide the following
information:
PLEASE PRINT NAME(S) AND ADDRESS(ES)
Name(s):
Capacity:
Address(es):
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GUARANTEE
(Not to be used for signature guarantee)
The undersigned, a participant in a recognized Signature Guarantee
Medallion Program, (i) represents that the above-named persons are deemed to
own the Old Notes tendered hereby within the meaning of Rule 14e-4
promulgated under the Securities Exchange Act of 1934, as amended ("Rule
14e-4"), (ii) represents that such tender of Old Notes complies with Rule
14e-4 and (iii) guarantees deposit with the Exchange Agent of the Letter of
Transmittal (or facsimile thereof), together with the Old Notes tendered
hereby in proper form for transfer, or confirmation of the book-entry
transfer of such Old Notes into the Exchange Agent's account at The
Depository Trust Company, pursuant to the procedure for book-entry transfer
set forth in the Prospectus, and any other required documents, all by 5:00
p.m., New York City time, on the third New York Stock Exchange trading day
following the Expiration Date (as defined in the Prospectus).
The undersigned institution must communicate the guarantee to the Exchange
Agent and must deliver the Letter of Transmittal and Old Notes to the
Exchange Agent within the time period shown herein. Failure to do so could
result in a financial loss to the undersigned institution.
SIGN HERE
Name of Firm: _______________________________________________________________
Authorized Signature: _______________________________________________________
Name (please type or print): ________________________________________________
Address: ____________________________________________________________________
_____________________________________________________________________________
_____________________________________________________________________________
Area Code and Telephone No.: ________________________________________________
Date: _______________________________________________________________________
DO NOT SEND OLD NOTES WITH THIS FORM. OLD NOTES SHOULD BE SENT TO THE EXCHANGE
AGENT TOGETHER WITH A PROPERLY COMPLETED AND DULY EXECUTED LETTER OF
TRANSMITTAL.
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INSTRUCTIONS
1. Delivery of this Notice of Guaranteed Delivery. A properly completed and
duly executed copy of this Notice of Guaranteed Delivery and any other
documents required by this Notice of Guaranteed Delivery must be received by
the Exchange Agent at one of its addresses set forth on the cover hereof prior
to the Expiration Date. The method of delivery of this Notice of Guaranteed
Delivery and all other required documents to the Exchange Agent is at the
election and risk of the holder but, except as otherwise provided below, the
delivery will be deemed made only when actually received by the Exchange Agent.
Instead of delivery by mail, it is recommended that holders use an overnight or
hand delivery service, properly insured. If such delivery is by mail, it is
recommended that the holder use properly insured, registered mail with return
receipt requested. For a full description of the guaranteed delivery
procedures, see the Prospectus and Instruction 2 to the Letter of Transmittal.
In all cases, sufficient time should be allowed to assure timely delivery. No
Notice of Guaranteed Delivery should be sent to the Issuer.
2. Signature on this Notice of Guaranteed Delivery; Guarantee of Signatures.
If this Notice of Guaranteed Delivery is signed by the holder(s) referred to
herein, then the signature must correspond with the name(s) as written on the
face of the Old Notes without alteration, enlargement or any change whatsoever.
If this Notice of Guaranteed Delivery is signed by a person other than the
holder(s) listed, this Notice of Guaranteed Delivery must be accompanied by a
properly completed bond power signed as the name of the holder(s) appear(s) on
the face of the Old Notes without alteration, enlargement or any change
whatsoever. If this Notice of Guaranteed Delivery is signed by a trustee,
executor, administrator, guardian, attorney-in-fact, officer of a corporation
or other person acting in a fiduciary or representative capacity, such person
should so indicate when signing, and, unless waived by the Issuer, evidence
satisfactory to the Issuer of their authority so to act must be submitted with
this Notice of Guaranteed Delivery.
3. Requests for Assistance or Additional Copies. Questions relating to the
Exchange Offer or the procedure for consenting and tendering as well as
requests for assistance or for additional copies of the Prospectus, the Letter
of Transmittal and this Notice of Guaranteed Delivery, may be directed to the
Exchange Agent at the address set forth on the cover hereof or to your broker,
dealer, commercial bank or trust company.
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