<PAGE>
                                                                     EXHIBIT 4.2

                          HANOVER EQUIPMENT TRUST 2001B

                                  $250,000,000

                    8.75% Senior Secured Securities Due 2011

                   EXCHANGE AND REGISTRATION RIGHTS AGREEMENT
                   ------------------------------------------

                                                                 August 30, 2001


Goldman, Sachs & Co.
   As representative of the several Purchasers
   Named in Schedule I hereto
85 Broad Street
New York, New York  10004

Ladies and Gentlemen:

                  Hanover Equipment Issuer 2001B, a special purpose Delaware
business trust (the "Issuer"), proposes to issue and sell to Goldman, Sachs &
                     ------
Co., J.P. Morgan Securities Inc., Salomon Smith Barney Inc. and Credit Suisse
First Boston Corporation (the "Purchasers"), upon the terms and subject to the
                               ----------
conditions set forth in a purchase agreement dated August 16, 2001 (the
"Purchase Agreement"), $250,000,000 million aggregate principal amount of its
 ------------------
8.75% Senior Secured Securities Due 2011 (the "Securities") to be jointly and
                                               ----------
severally guaranteed on a senior subordinated basis by Hanover Compressor
Company, a Delaware corporation ("Hanover") and the subsidiaries of Hanover
listed on Schedule I hereto (Hanover and such subsidiaries collectively, the
"Guarantors"). Capitalized terms used but not defined herein shall have the
 ----------
meanings given to such terms in the Purchase Agreement.

                  As an inducement to the Purchasers to enter into the Purchase
Agreement and in satisfaction of a condition to the obligations of the
Purchasers thereunder, the Issuer and the Guarantors agree with the Purchasers,
for the benefit of the holders (including the Purchasers) of the Securities and
the Exchange Securities (as defined herein) (collectively, the "Holders"), as
                                                                -------
follows:

                  1. Registered  Exchange Offer.  The Issuer shall (i) prepare
                     --------------------------
and, not later than 120 days following the date of original issuance of the
Securities (the "Issue Date"), file with the Commission a registration statement
                 ----------
(the "Exchange Offer Registration Statement") on an appropriate form under the
      -------------------------------------
Securities Act with respect to a proposed offer to the Holders of the Securities
(the "Registered Exchange Offer") to issue and deliver to such Holders, in
      -------------------------
exchange for the Securities, a like aggregate principal amount of debt
securities of the Issuer (the "Exchange Securities")  that are identical in all
                               -------------------
material respects to the Securities, except for the

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                                                                               2

transfer restrictions relating to the Securities, (ii) use its reasonable best
efforts to cause the Exchange Offer Registration Statement to become effective
under the Securities Act no later than 150 days after the Issue Date and the
Registered Exchange Offer to be consummated no later than 180 days after the
Issue Date and (iii) keep the Exchange Offer Registration Statement effective
for not less than 20 business days (or longer, if required by applicable law)
after the date on which notice of the Registered Exchange Offer is mailed to the
Holders (such period being called the "Exchange Offer Registration Period"). The
                                       ----------------------------------
Exchange Securities will be issued under the Indenture or an indenture (the
"Exchange Securities Indenture") among the Issuer, the Guarantors and the
 -----------------------------
Trustee or such other bank or trust company that is reasonably satisfactory to
the Purchasers, as trustee (the "Exchange Securities Trustee"), such indenture
                                 ---------------------------
to be identical in all material respects to the Indenture, except for the
transfer restrictions relating to the Securities (as described above).

                  Upon the effectiveness of the Exchange Offer Registration
Statement, the Issuer shall promptly commence the Registered Exchange Offer, it
being the objective of such Registered Exchange Offer to enable each Holder
electing to exchange Securities for Exchange Securities (assuming that such
Holder (a) is not an affiliate of the Issuer or an Exchanging Dealer (as defined
herein) not complying with the requirements of the next sentence, (b) is not a
Purchaser holding Securities that have, or that are reasonable likely to have,
the status of an unsold allotment in an initial distribution, (c) acquires the
Exchange Securities in the ordinary course of such Holder's business and (d) has
no arrangements or understandings with any person to participate in the
distribution of the Exchange Securities) and to trade such Exchange Securities
from and after their receipt without any limitations or restrictions under the
Securities Act and without material restrictions under the securities laws of
the several states of the United States. The Issuer, the Guarantors, the
Purchasers and each Exchanging Dealer acknowledge that, pursuant to current
interpretations by the Commission's staff of Section 5 of the Securities Act,
each Holder that is a broker-dealer electing to exchange Securities, acquired
for its own account as a result of market-making activities or other trading
activities, for Exchange Securities (an "Exchanging Dealer"), is required to
                                         -----------------
deliver a prospectus containing substantially the information set forth in Annex
A hereto on the cover, in Annex B hereto in the "Exchange Offer Procedures"
section and the "Purpose of the Exchange Offer" section and in Annex C hereto in
the "Plan of Distribution" section of such prospectus in connection with a sale
of any such Exchange Securities received by such Exchanging Dealer pursuant to
the Registered Exchange Offer.

                  In connection with the Registered Exchange Offer, the Issuer
shall:

                  (a)     mail to each Holder a copy of the prospectus forming
         part of the Exchange Offer Registration Statement, together with an
         appropriate letter of transmittal and related documents;

                  (b)     keep the Registered Exchange Offer open for not less
         than 20 business days (or longer, if required by applicable law) after
         the date on which notice of the Registered Exchange Offer is mailed to
         the Holders;

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                                                                               3

                  (c)    utilize the services of a depositary for the Registered
         Exchange Offer with an address in the Borough of Manhattan, The City
         of New York;

                  (d)    permit Holders to withdraw tendered Securities at any
         time prior to the close of business, New York City time, on the last
         business day on which the Registered Exchange Offer shall remain open;
         and

                  (e)    otherwise comply in all respects with all laws that are
         applicable to the Registered Exchange Offer.

                  As soon as practicable after the close of the Registered
Exchange Offer, the Issuer shall:

                  (a)    accept for exchange all Securities tendered and not
         validly withdrawn pursuant to the Registered Exchange Offer;

                  (b)    deliver to the Trustee for cancellation all Securities
         so accepted for exchange; and

                  (c)    cause the Trustee or the Exchange Securities Trustee,
         as the case may be, promptly to authenticate and deliver to each
         Holder, Exchange Securities equal in principal amount to the Securities
         of such Holder so accepted for exchange.

                  The Issuer shall use its reasonable best efforts to keep the
Exchange Offer Registration Statement effective and to amend and supplement the
prospectus contained therein in order to permit such prospectus to be used by
all persons subject to the prospectus delivery requirements of the Securities
Act for such period of time as such persons must comply with such requirements
in order to resell the Exchange Securities; provided that (i) in the case where
such prospectus and any amendment or supplement thereto must be delivered by an
Exchanging Dealer, such period shall be the lesser of 180 days and the date on
which all Exchanging Dealers have sold all Exchange Securities held by them and
(ii) the Issuer shall make such prospectus and any amendment or supplement
thereto available to any broker-dealer for use in connection with any resale of
any Exchange Securities for a period of not less than 180 days after the
consummation of the Registered Exchange Offer.

                  The Indenture or the Exchange Securities Indenture, as the
case may be, shall provide that the Securities and the Exchange Securities shall
vote and consent together on all matters as one class and that none of the
Securities or the Exchange Securities will have the right to vote or consent as
a separate class on any matter.

                  Interest on each Exchange Security issued pursuant to the
Registered Exchange Offer will accrue from the last interest payment date on
which interest was paid on the Securities surrendered in exchange therefor or,
if no interest has been paid on the Securities, from the Issue Date.

                  Each Holder participating in the Registered Exchange Offer
shall be required to represent to the Issuer that at the time of the
consummation of the Registered Exchange Offer (i)

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                                                                               4

any Exchange Securities received by such Holder will be acquired in the ordinary
course of business, (ii) such Holder will have no arrangements or understanding
with any person to participate in the distribution of the Securities or the
Exchange Securities within the meaning of the Securities Act and (iii) such
Holder is not an affiliate of the Issuer or, if it is such an affiliate, such
Holder will comply with the registration and prospectus delivery requirements of
the Securities Act to the extent applicable.

                  Notwithstanding any other provisions hereof, the Issuer and
the Guarantors will ensure that (i) any Exchange Offer Registration Statement
and any amendment thereto and any prospectus forming part thereof and any
supplement thereto complies in all material respects with the Securities Act and
the rules and regulations of the Commission thereunder, (ii) any Exchange Offer
Registration Statement and any amendment thereto does not, when it becomes
effective, contain an untrue statement of a material fact or omit to state a
material fact required to be stated therein or necessary to make the statements
therein not misleading and (iii) any prospectus forming part of any Exchange
Offer Registration Statement, and any supplement to such prospectus, does not,
as of the consummation of the Registered Exchange Offer, include an untrue
statement of a material fact or omit to state a material fact necessary in order
to make the statements therein, in the light of the circumstances under which
they were made, not misleading.

                  2. Shelf Registration. If (i) because of any change in law or
                     ------------------
applicable interpretations thereof by the Commission's staff the Issuer is not
permitted to effect the Registered Exchange Offer as contemplated by Section 1
hereof, or (ii) for any other reason the Registered Exchange Offer is not
consummated within 180 days after the Issue Date, or (iii) any Securities
tendered pursuant to the Registered Exchange Offer are not exchanged for
Exchange Securities within 10 days of being accepted in the Registered Exchange
Offer, or (iv) any Purchaser so requests with respect to Securities not eligible
to be exchanged for Exchange Securities in the Registered Exchange Offer and
held by it following the consummation of the Registered Exchange Offer, or (v)
any applicable law or interpretations do not permit any Holder to participate in
the Registered Exchange Offer, then the following provisions shall apply:

                  (a)  The Issuer and the Guarantors shall file as promptly as
         practicable (but in no event more than 30 days after so required or
         requested pursuant to this Section 2 and not earlier than 120 days
         after the Issue Date) with the Commission (the "Shelf Filing
                                                         ------------
         Deadline"), and thereafter shall use its reasonable best efforts to
         --------
         cause to be declared effective, a shelf registration statement on an
         appropriate form under the Securities Act relating to the offer and
         sale of the Transfer Restricted Securities (as defined below) by the
         Holders thereof from time to time in accordance with the methods of
         distribution set forth in such registration statement (hereafter, a
         "Shelf Registration Statement" and, together with any Exchange Offer
          ----------------------------
         Registration Statement, a "Registration Statement").
                                    ----------------------

                  (b)  The Issuer and the Guarantors shall use their reasonable
         best efforts to keep the Shelf Registration Statement continuously
         effective in order to permit the prospectus forming part thereof to be
         used by Holders of Transfer Restricted Securities for a period ending
         on the earlier of (i) two years from the Issue Date or such shorter
         period that will terminate when all the Transfer Restricted Securities
         covered by the Shelf Registration

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                                                                               5


          Statement have been sold pursuant thereto and (ii) the date on which
          the Securities become eligible for resale without volume restrictions
          pursuant to Rule 144 under the Securities Act (in any such case, such
          period being called the "Shelf Registration Period").  Notwithstanding
                                   -------------------------
          the foregoing, if the Board of Directors of Hanover determines in good
          faith that is in the best interests of the Issuer and the Guarantors
          not to disclose the existence of facts surrounding any proposed or
          pending material corporate transaction or other material development
          involving the Issuer or the Guarantors, the Issuer and the Guarantors
          may allow the Shelf Registration Statement to fail to be effective or
          the  prospectus contained therein to be unusable as a result of such
          nondisclosure for up to 60 days in any year during the two-year period
          of effectiveness required by Section 2 hereof.

                  (c)  Notwithstanding any other provisions hereof, the Issuer
          and each of the Guarantors will ensure that (i) any Shelf Registration
          Statement and any amendment thereto and any prospectus forming part
          thereof and any supplement thereto complies in all material respects
          with  the  Securities Act and the rules and regulations of the
          Commission thereunder, (ii) any Shelf Registration Statement and any
          amendment thereto (in either case, other than with respect to
          information included therein in reliance upon or in conformity with
          written information furnished to the Issuer by or on behalf of any
          Holder specifically for use therein (the "Holders' Information")) does
                                                    --------------------
          not, when it becomes effective, contain an untrue statement of a
          material fact or omit to state a material fact required to be stated
          therein or necessary to make the statements therein not misleading and
          (iii) any prospectus forming part of any Shelf Registration Statement,
          and any supplement to such prospectus (in either case, other than with
          respect to Holders' Information), does not include an untrue statement
          of a material fact or omit to state a material fact necessary in order
          to make the statements therein, in the light of the circumstances
          under which they were made, not misleading.

                  (d)  In the absence of the events described in clauses (i)
          through (vi) of the first paragraph of this Section 2, the Issuer and
          the Guarantors shall not be permitted to discharge their obligations
          hereunder by means of the filing of a Shelf Registration Statement.

                  3.   Additional Interest. (e) The parties hereto agree that
                       -------------------
the Holders of Transfer Restricted Securities will suffer damages if the Issuer
and the Guarantors fail to fulfill their obligations under Section 1 or Section
2, as applicable, and that it would not be feasible to ascertain the extent of
such damages.  Accordingly, if (i) the Exchange Offer Registration Statement is
not filed with the Commission on or prior to 120 days after the Issue Date, (ii)
the Exchange Offer Registration Statement is not declared effective within 150
days after the Issue  Date, (iii) the Registered Exchange Offer is not
consummated on or prior to 180 days after the Issue Date, (iv) the Shelf
Registration Statement is not filed with the Commission on or by the Shelf
Filing Deadline and/or declared effective within 120 days after the Shelf Filing
Deadline, or (v) the Shelf Registration Statement is filed by the date of the
Shelf Filing Deadline and declared effective within 120 days after the Shelf
Filing Deadline but shall thereafter cease to be effective (at any time that the
Issuer and the Guarantors are obligated to maintain the effectiveness thereof)
without being succeeded within 30 days by an additional Registration

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                                                                               6

Statement filed and declared effective (each such event referred to in
clauses (i) through (v), a "Registration Default"), the Issuer and the
                            --------------------
Guarantors will jointly and severally be obligated to pay additional interest to
each Holder of Transfer Restricted Securities, during the period of one or more
such Registration Defaults, in an amount equal to $ 0.192 per week per $1,000
principal amount of Transfer Restricted Securities held by such Holder until (i)
the applicable Registration Statement is filed, (ii) the Exchange Offer
Registration Statement is declared effective and the Registered Exchange Offer
is consummated, (iii) the Shelf Registration Statement is declared effective or
(iv) the Shelf Registration Statement again becomes effective, as the case may
be. Following the cure of all Registration Defaults, the accrual of additional
interest will cease. As used herein, the term "Transfer Restricted Securities"
                                               ------------------------------
means each Security until the earliest to occur of (i) the date on which such
Security has been exchanged for a freely transferable Exchange Security in the
Registered Exchange Offer, (ii) the date on which it has been effectively
registered under the Securities Act and disposed of in accordance with the Shelf
Registration Statement or (iii) the date on which it is distributed to the
public pursuant to Rule 144 under the Securities Act or is saleable pursuant to
Rule 144(k) under the Securities Act. Notwithstanding anything to the contrary
in this Section 3(a), neither the Issuer nor the Guarantors shall be required to
pay additional interest to a Holder of Transfer Restricted Securities if such
Holder failed to comply with its obligations to make the representations set
forth in the second to last paragraph of Section 1 or failed to provide the
information required to be provided by it, if any, pursuant to Section 4(n).

              (b) The Issuer shall notify the Trustee and the Paying Agent under
the Indenture immediately upon the happening of each and every registration
Default.  The Issuer and the Guarantors shall pay the additional interest due on
the Transfer Restricted Securities by depositing  with the Paying Agent (which
may not be the Issuer for these purposes), in trust, for the benefit of the
Holders thereof, prior to 10:00 a.m., New York City time, on the next interest
payment date specified by the Indenture and the Securities, sums sufficient to
pay the additional interest then due.  The additional interest due shall be
payable on each interest payment date specified by the Indenture and the
Securities to the record holder entitled to receive the interest payment to be
made on such date. Each obligation to pay additional interest shall be deemed to
accrue from and including the date of the applicable Registration Default.

              (c) The parties hereto agree that the additional interest provided
for in this Section 3 constitute a reasonable estimate of and are intended to
constitute the sole damages that will be suffered by Holders of Transfer
Restricted Securities by reason of the failure of (i) the Shelf Registration
Statement or the Exchange Offer Registration Statement to be filed, (ii) the
Shelf Registration Statement to remain effective or (iii) the Exchange Offer
Registration Statement to be declared effective and the Registered Exchange
Offer to be consummated, in each case to the extent required by this Agreement.

              4.  Registration Procedures.  In connection with any Registration
                  -----------------------
Statement, the following provisions shall apply:

              (a) The Issuer shall (i) furnish to each Purchaser, prior to the
     filing thereof with the Commission, a copy of the Registration Statement
     and each amendment thereof and each supplement, if any, to the prospectus
     included therein and shall use its reasonable

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                                                                               7

best efforts to reflect in each such document, when so filed with the
Commission, such comments as any Purchaser may reasonably propose; (ii) include
the information set forth in Annex A hereto on the cover, in Annex B hereto in
the "Exchange Offer Procedures" section and the "Purpose of the Exchange Offer"
section and in Annex C hereto in the "Plan of Distribution" section of the
prospectus forming a part of the Exchange Offer Registration Statement, and
include the information set forth in Annex D hereto in the Letter of Transmittal
delivered pursuant to the Registered Exchange Offer; and (iii) if requested by
any Purchaser, include the information required by Items 507 or 508 of
Regulation S-K, as applicable, in the prospectus forming a part of the Exchange
Offer Registration Statement.

         (b)      The Issuer shall advise each Purchaser, each Exchanging Dealer
and the Holders (if applicable) and, if requested by any such person, confirm
such advice in writing (which advice pursuant to clauses (ii)-(v) hereof shall
be accompanied by an instruction to suspend the use of the prospectus until the
requisite changes have been made):

                        (i)    when any Registration Statement and any amendment
         thereto have been filed with the Commission and when such Registration
         Statement or any post-effective amendment thereto has become effective;

                        (ii)   of any request by the Commission for amendments
         or supplements to any Registration Statement or the prospectus included
         therein or for additional information;

                        (iii)  of the issuance by the Commission of any stop
         order suspending the effectiveness of any Registration Statement or the
         initiation of any proceedings for thatpurpose;

                        (iv)   of the receipt by the Issuer of any notification
         with respect to the suspension of the qualification of the Securities
         or the Exchange Securities for sale in any jurisdiction or the
         initiation or threatening of any proceeding for such purpose; and

                        (v)    of the happening of any event that requires the
         making of any changes in any Registration Statement or the prospectus
         included therein in order that the statements therein are not
         misleading and do not omit to state a material fact required to be
         stated therein or necessary to make the statements therein not
         misleading.

         (c)      The Issuer and the Guarantors will make every reasonable
effort to obtain the withdrawal at the earliest possible time of any order
suspending the effectiveness of any Registration Statement.

         (d)      The Issuer will furnish or make available to each Holder of
Transfer Restricted Securities included within the coverage of any Shelf
Registration Statement,

<PAGE>
                                                                               8


without charge, at least one conformed copy of such Shelf Registration Statement
and any post-effective amendment thereto, including financial statements and
schedules and, if any such Holder so requests in writing, all exhibits thereto
(including those, if any, incorporated by reference).

     (e) The Issuer will, during the Shelf Registration Period, promptly deliver
to each Holder of Transfer Restricted Securities included within the coverage of
any Shelf Registration Statement, without charge, as many copies of the
prospectus (including  each  preliminary prospectus) included in such Shelf
Registration Statement and any amendment or supplement thereto as such Holder
may reasonably request; and the Issuer consents to the use of such prospectus or
any amendment or supplement thereto by each of the selling Holders of Transfer
Restricted Securities in connection  with the offer and sale of the Transfer
Restricted Securities covered by such prospectus or any amendment or supplement
thereto.

     (f) The Issuer will furnish or make available to each Purchaser and each
Exchanging Dealer, and to any other Holder who so requests, without charge, at
least one conformed copy of the Exchange Offer Registration Statement and any
post-effective amendment thereto, including financial statements and schedules
and, if any Purchaser or Exchanging Dealer or any such Holder so requests in
writing, all exhibits thereto (including those, if any, incorporated by
reference).

     (g) The Issuer will, during the Exchange Offer Registration Period or the
Shelf Registration Period, as applicable, promptly deliver to each Purchaser,
each Exchanging Dealer and such other persons that are required to deliver a
prospectus following the Registered Exchange Offer, without charge, as many
copies of the final prospectus included in the Exchange Offer Registration
Statement or the Shelf Registration Statement and any amendment or supplement
thereto as such Purchaser, Exchanging Dealer or other persons may reasonably
request; and the Issuer and the Guarantors consent to the use of such prospectus
or any amendment or supplement thereto by any such Purchaser, Exchanging Dealer
or other persons, as applicable, as aforesaid.

     (h) Prior to the effective date of any Registration Statement, the Issuer
and the Guarantors will use their reasonable best efforts to register or
qualify, or cooperate with the Holders of Securities or Exchange Securities
included therein and their respective counsel in connection with the
registration or qualification of, such Securities or Exchange Securities for
offer and sale under the securities or blue sky laws of such jurisdictions as
any such Holder reasonably requests in writing and do any and all other acts or
things necessary or advisable to enable the offer and sale in such jurisdictions
of the Securities or Exchange Securities covered by such Registration Statement;
provided that the Issuer and the Guarantors will not be required to qualify
--------
generally to do business in any jurisdiction where it is not then so qualified
or to take any action which would subject it to general service of process or
to taxation in any such jurisdiction where it is not then so subject.

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                                                                               9

     (i) The Issuer and the Guarantors will cooperate with the Holders of
Securities or Exchange Securities to facilitate the timely preparation and
delivery of certificates representing Securities or Exchange Securities to be
sold pursuant to any Registration Statement free of any restrictive legends and
in such denominations and registered in such names as the Holders thereof may
request in writing prior to sales of Securities or Exchange Securities pursuant
to such Registration Statement.

     (j) If any event contemplated by Section 4(b)(ii) through (v) occurs during
the period for which the Issuer and the Guarantors are required to maintain an
effective Registration Statement, the Issuer will promptly prepare and file with
the Commission a post-effective amendment to the Registration Statement or a
supplement to the related prospectus or file any other required document so
that, as thereafter delivered to purchasers of the Securities or Exchange
Securities from a Holder, the prospectus will not include an untrue statement of
a material fact or omit to state a material fact necessary in order to make the
statements therein, in the light of the circumstances under which they were
made, not misleading.

     (k) Not later than the effective date of the applicable Registration
Statement, the Issuer will provide a CUSIP number for the Securities and the
Exchange Securities, as the case may be, and provide the applicable trustee with
printed certificates for the Securities or the Exchange Securities, as the case
may be, in a form eligible for deposit with The Depository Trust Company.

     (l) The Issuer and the Guarantors will comply with all applicable rules and
regulations of the Commission and will make generally available to its security
holders as soon as practicable after the effective date of the applicable
Registration Statement an earning statement satisfying the provisions of Section
11(a) of the Securities Act; provided that in no event shall such earning
                             --------
statement be delivered later than 45 days after the end of a 12-month period (or
90 days, if such period is a fiscal year) beginning with the first month of the
Issuer's first fiscal quarter commencing after the effective date of the
applicable Registration Statement, which statement shall cover such 12-month
period.

     (m) The Issuer and the Guarantors will cause the Indenture or the Exchange
Securities Indenture, as the case may be, to be qualified under the Trust
Indenture Act as required by applicable law in a timely manner.

     (n) The Issuer may require each Holder of Transfer Restricted Securities to
be  registered pursuant to any Shelf Registration Statement to furnish to the
Issuer such information concerning the Holder and the distribution of such
Transfer Restricted Securities as the Issuer may from time to time reasonably
require for inclusion in such Shelf Registration Statement, and the Issuer may
exclude from such registration the Transfer Restricted Securities of any Holder
that fails to furnish such information within a reasonable time after receiving
such request.

<PAGE>
                                                                              10

     (o) In the case of a Shelf Registration Statement, each Holder of Transfer
Restricted Securities to be registered pursuant thereto agrees by acquisition of
such Transfer Restricted Securities that, upon receipt of any notice from the
Issuer pursuant to Section 4(b)(ii) through (v), such Holder will discontinue
disposition of such Transfer Restricted Securities until such Holder's receipt
of copies of the supplemental or amended prospectus contemplated by Section 4(j)
or until advised in writing (the "Advice") by the Issuer that the use of the
                                  ------
applicable prospectus may be resumed. If the Issuer shall give any notice under
Section 4(b)(ii) through (v) during the period that the Issuer is required to
maintain an effective Registration Statement (the "Effectiveness Period"), such
                                                   --------------------
Effectiveness Period shall be extended by the number of days during such period
from and including the date of the giving of such notice to and including the
date when each seller of Transfer Restricted Securities  covered by such
Registration Statement shall have received (x) the copies of the supplemental or
amended prospectus contemplated by Section 4(j) (if an amended or supplemental
prospectus is required) or (y) the  Advice (if no amended or supplemental
prospectus is required).

     (p) In the case of a Shelf Registration Statement, the Issuer and the
Guarantors shall enter into such customary agreements (including, if requested,
an underwriting agreement in customary form) and take all such other action, if
any, as Holders of a majority in aggregate principal amount of the Securities
and Exchange Securities being sold or the managing underwriters (if any) shall
reasonably request in order to facilitate any disposition of Securities or
Exchange Securities pursuant to such Shelf Registration Statement.

     (q) In the case of a Shelf Registration Statement, the Issuer shall (i)
make reasonably available for inspection by a representative of, and Special
Counsel (as defined  below) acting for, Holders of a majority in aggregate
principal amount of the Securities and Exchange Securities being sold and any
underwriter participating in any disposition of Securities or Exchange
Securities pursuant to such Shelf Registration Statement, all relevant financial
and other records, pertinent corporate documents and properties of the Issuer
and its subsidiaries and (ii) use its reasonable best efforts to have its
officers, directors, employees, accountants and counsel supply all relevant
information reasonably requested by such representative, Special Counsel or any
such underwriter (an "Inspector") in connection with such Shelf Registration
                      ---------
Statement, in each case as shall be reasonably necessary to enable such persons
to conduct a reasonable investigation within the meaning of Section 11 of the
Securities Act.

     (r) In the case of a Shelf Registration Statement, the Issuer shall, if
requested by Holders of a majority in aggregate principal amount of the
Securities and Exchange Securitiesbeing sold, their Special Counsel or the
managing underwriters (if any) in connection with such Shelf Registration
Statement, use its reasonable best efforts to cause (i) its counsel to deliver
an opinion relating to the Shelf Registration Statement and the Securities or
Exchange Securities, as applicable, in customary form, (ii) its officers to
execute and deliver all customary documents and certificates requested by
Holders of a majority in aggregate principal amount of the Securities and
Exchange Securities being sold, their Special Counsel or the managing
underwriters (if any) and (iii) its independent

<PAGE>
                                                                              11


         public accountants to provide a comfort letter or letters in customary
         form, subject to receipt of appropriate documentation as contemplated,
         and only if permitted, by Statement of Auditing Standards No. 72.

               5. Registration Expenses. The Issuer and the Guarantors will bear
                  ---------------------
all expenses incurred in connection with the performance of their obligations
under Sections 1, 2, 3 and 4 and the Issuer will reimburse the Purchasers and
the Holders for the reasonable fees and disbursements of one firm of attorneys
(in addition to any local counsel) chosen by the Holders of a majority in
aggregate principal amount of the Securities and the Exchange Securities to be
sold pursuant to each Registration Statement (the "Special Counsel") acting for
                                                   ---------------
the Purchasers or Holders in connection therewith.

               6. Indemnification. (a) In the event of a Shelf Registration
                  ---------------
Statement or in connection with any prospectus delivery pursuant to an Exchange
Offer Registration Statement by any Purchaser or Exchanging Dealer, as
applicable, the Issuer and each of the Guarantors shall, jointly and severally,
indemnify and hold harmless each Holder (including, without limitation, any such
Purchaser or Exchanging  Dealer), its affiliates, their respective officers,
directors, employees, representatives and agents, and each person, if any, who
controls such Holder within the meaning of the Securities Act or the Exchange
Act(collectively referred to for purposes of this Section 6 and Section 7 as a
Holder) from and against any loss, claim, damage or liability, joint or several,
or any action in respect thereof (including, without limitation, any loss,
claim, damage, liability or action relating to purchases and sales of Securities
or Exchange Securities), to which that Holder may become subject, whether
commenced or threatened, under the Securities Act, the Exchange Act, any other
federal or state  statutory law or regulation, at common law or otherwise,
insofar as such loss, claim, damage, liability or action arises out of, or is
based upon, (i) any untrue statement or alleged untrue statement of a material
fact contained in any such Registration Statement or any prospectus forming part
thereof or in any amendment or supplement thereto or (ii) the omission or
alleged omission to state therein a material fact required to be stated therein
or necessary in order to make the statements therein, in the light of the
circumstances under which they were made, not misleading, and shall reimburse
each Holder promptly upon demand for any legal or other expenses reasonably
incurred  by that Holder in connection with investigating or defending or
preparing to defend against or appearing as a third party witness in connection
with any such loss, claim, damage, liability  or action as such expenses are
incurred;  provided, however, that the Issuer and the Guarantors shall not be
           --------  -------
liable  in any such case to the extent that any such loss, claim, damage,
liability or action arises out of, or is based upon, an untrue statement or
alleged untrue statement in or omission or alleged omission from any of such
documents in reliance upon and in conformity with any Holders' Information; and
provided, further, that with respect to any such untrue statement in or omission
--------  -------
from any related  preliminary  prospectus, the indemnity agreement contained in
this Section 6(a) shall not inure to the benefit of any Holder from whom the
person asserting any such loss, claim, damage, liability or action received
Securities or Exchange Securities to the extent that such loss, claim, damage,
liability or action of or with respect to such Holder results from the fact that
both (A) a copy of the final prospectus was not sent or given to such person at
or prior to the written confirmation of the sale of such Securities or Exchange
Securities to such person and (B) the untrue statement in or omission from the
related preliminary prospectus was corrected in the

<PAGE>
                                                                              12

final prospectus unless, in either case, such failure to deliver the final
prospectus was a result of non-compliance by the Issuer with Section 4(d), 4(e),
4(f) or 4(g).

     (b) In the event of a Shelf Registration Statement, each Holder shall
indemnify and hold harmless the Issuer, each Guarantor, their respective
affiliates, and their respective officers, directors, employees, representatives
and agents, and each person, if any, who controls the Issuer or any Guarantor
within the meaning of the Securities Act or the Exchange Act (collectively
referred to for purposes of this Section 6(b) and Section 7 as the Issuer), from
and against any loss, claim, damage or liability, joint or several, or any
action in respect thereof, to which the Issuer may become subject, whether
commenced or threatened, under the Securities Act, the Exchange Act, any other
federal or state statutory law or regulation, at common law or otherwise,
insofar as such loss, claim, damage, liability or action arises out of, or is
based upon, (i) any untrue statement or alleged untrue statement of a material
fact contained in any such Registration Statement or any prospectus forming part
thereof or in any amendment or supplement thereto or (ii) the omission or
alleged omission to state therein a material fact required to be stated therein
or necessary in order to make the statements therein, in the light of the
circumstances under which they were made, not misleading, but in each case only
to the extent that the untrue statement or alleged untrue statement or omission
or alleged omission  was made in reliance upon and in conformity with any
Holders' Information furnished to the Issuer by such Holder, and shall reimburse
the Issuer for any legal or other expenses reasonably incurred by the Issuer in
connection with investigating or defending or preparing to defend against or
appearing as a third party witness in connection with any such loss, claim,
damage, liability or action as such expenses are incurred; provided, however,
                                                           --------  -------
that no such Holder shall be liable for any indemnity claims hereunder in excess
of the amount of net proceeds received by such Holder from the sale of
Securities or Exchange Securities pursuant to such Shelf Registration Statement.

     (c) Promptly after receipt by an indemnified  party under this Section 6 of
notice of any claim or the commencement of any action, the indemnified party
shall, if a claim in respect thereof is to be made against the indemnifying
party pursuant to Section 6(a) or 6(b), notify the indemnifying party in writing
of the claim or the commencement of that action; provided, however, that the
                                                 --------  -------
failure to notify the indemnifying party shall not relieve it from any liability
which it may have under this Section 6 except to the extent that it has been
materially prejudiced (through the forfeiture of substantive rights or defenses)
by such failure; and provided, further, that the failure to notify the
                     --------  -------
indemnifying party shall not relieve it from any liability which it may have to
an indemnified party otherwise than under this Section 6. If any such claim or
action shall be brought against an indemnified party, and it shall notify the
indemnifying party thereof, the indemnifying party shall be entitled to
participate therein and, to the extent that it wishes, jointly with any other
similarly notified indemnifying party, to assume the defense thereof with
counsel reasonably satisfactory to the indemnified party. After notice from the
indemnifying party to the indemnified party of its election to assume the
defense of such claim or action, the indemnifying party shall not be liable to
the indemnified party under this Section 6 for any legal or other expenses
subsequently incurred by the indemnified party in connection with the defense
thereof other than the reasonable costs of investigation; provided, however,
                                                          --------  -------
that an indemnified party shall have the right to employ its own counsel in any
such

<PAGE>
                                                                              13

action, but the fees, expenses and other charges of such counsel for the
indemnified party will be at the expense of such indemnified party unless (1)
the employment of counsel by the indemnified party has been authorized in
writing by the indemnifying party, (2) the indemnified party has reasonably
concluded (based upon advice of counsel to the indemnified party) that there may
be legal defenses available to it or other indemnified parties that are
different from or in addition to those available to the indemnifying party, (3)
a conflict or potential conflict exists (based upon advice of counsel to the
indemnified party) between the indemnified party and the indemnifying party (in
which case the indemnifying party will not have the right to direct the defense
of such action on behalf of the indemnified party) or (4) the indemnifying party
has not in fact employed counsel reasonably satisfactory to the indemnified
party to assume the defense of such action within a reasonable time after
receiving notice of the commencement of the action, in each of which cases the
reasonable fees, disbursements and other charges of counsel will be at the
expense of the indemnifying party or parties. It is understood that the
indemnifying party or parties shall not, in connection with any proceeding or
related proceedings in the same jurisdiction, be liable for the reasonable fees,
disbursements and other charges of more than one separate firm of attorneys (in
addition to any local counsel) at any one time for all such indemnified party or
parties. Each indemnified party, as a condition of the indemnity agreements
contained in Sections 6(a) and 6(b), shall use all reasonable efforts to
cooperate with the indemnifying party in the defense of any such action or
claim. No indemnifying party shall be liable for any settlement of any such
action effected without its written consent (which consent shall not be
unreasonably withheld), but if settled with its written consent or if there be a
final judgment for the plaintiff in any such action, the indemnifying party
agrees to indemnify and hold harmless any indemnified party from and against any
loss or liability by reason of such settlement or judgment. No indemnifying
party shall, without the prior written consent of the indemnified party (which
consent shall not be unreasonably withheld), effect any settlement of any
pending or threatened proceeding in respect of which any indemnified party is or
could have been a party and indemnity could have been sought hereunder by such
indemnified party, unless such settlement includes an unconditional release of
such indemnified party from all liability on claims that are the subject matter
of such proceeding.

             7.  Contribution. If the indemnification provided for in Section 6
                 ------------
is unavailable or insufficient to hold harmless an indemnified party under
Section 6(a) or 6(b), then each indemnifying  party shall, in lieu of
indemnifying such indemnified party, contribute to the amount paid or payable by
such indemnified party as a result of such loss, claim, damage or liability, or
action in respect thereof, (i) in such  proportion as shall be appropriate to
reflect the relative benefits received by the Issuer and the Guarantors from the
offering and sale of the Securities, on the one hand, and a Holder with respect
to the sale by such Holder of Securities or Exchange Securities, on the other,
or (ii) if the allocation provided by clause (i) above is not  permitted  by
applicable law, in such proportion as is appropriate to reflect not only the
relative benefits referred to in clause (i) above but also the relative fault of
the Issuer and the Guarantors on the one hand and such Holder on the other with
respect to the statements or omissions that resulted in such loss, claim, damage
or liability, or action in respect thereof, as well as any other relevant
equitable considerations.  The relative benefits received by the Issuer and the
Guarantors on the one hand and a Holder on the other with respect to such
offering and such sale shall be deemed to be in the same proportion as the total
net proceeds from the offering of the Securities

<PAGE>
                                                                              14

(before deducting expenses) received by or on behalf of the Issuer as set
forth in the Purchase Agreement, on the one hand, bear to the total proceeds
received by such Holder with respect to its sale of Securities or Exchange
Securities, on the other. The relative fault shall be determined by reference
to, among other things, whether the untrue or alleged untrue statement of a
material fact or the omission or alleged omission to state a material fact
relates to the Issuer and the Guarantors or information supplied by the Issuer
and the Guarantors on the one hand or to any Holders' Information supplied by
such Holder on the other, the intent of the parties and their relative
knowledge, access to information and opportunity to correct or prevent such
untrue statement or omission. The parties hereto agree that it would not be just
and equitable if contributions pursuant to this Section 7 were to be determined
by pro rata allocation or by any other method of allocation that does not take
into account the equitable considerations referred to herein. The amount paid or
payable by an indemnified party as a result of the loss, claim, damage or
liability, or action in respect thereof, referred to above in this Section 7
shall be deemed to include, for purposes of this Section 7, any legal or other
expenses reasonably incurred by such indemnified party in connection with
investigating or defending or preparing to defend any such action or claim.
Notwithstanding the provisions of this Section 7, an indemnifying party that is
a Holder of Securities or Exchange Securities shall not be required to
contribute any amount in excess of the amount by which the total price at which
the Securities or Exchange Securities sold by such indemnifying party to any
purchaser exceeds the amount of any damages which such indemnifying party has
otherwise paid or become liable to pay by reason of any untrue or alleged untrue
statement or omission or alleged omission. No person guilty of fraudulent
misrepresentation (within the meaning of Section 11(f) of the Securities Act)
shall be entitled to contribution from any person who was not guilty of such
fraudulent misrepresentation.

           8. Rules 144 and 144A. The Issuer shall use its reasonable best
              ------------------
efforts to file the reports required to be filed by it under the Securities Act
and the Exchange Act in a timely manner and, if at any time the Issuer is not
required to file such reports, it will, upon the written request of any Holder
of Transfer Restricted Securities, make publicly available other information so
long as necessary to permit sales of such Holder's securities pursuant to Rules
144 and 144A. Each of the Issuer and the Guarantors covenant that it will take
such further action as any Holder of Transfer Restricted Securities may
reasonably request, all to the extent required from time to time to enable such
Holder to sell Transfer Restricted Securities without registration under the
Securities Act within the limitation of the exemptions provided by Rules 144 and
144A (including, without limitation, the requirements of Rule 144A(d)(4)). Upon
the written request of any Holder of Transfer Restricted Securities, each of the
Issuer and the Guarantors shall deliver to such Holder a written statement as to
whether it has complied with such requirements. Notwithstanding the foregoing,
nothing in this Section 8 shall be deemed to require the Issuer to register any
of its securities pursuant to the Exchange Act.

           9. Underwritten Registrations. If any of the Transfer Restricted
              --------------------------
Securities covered by any Shelf Registration Statement are to be sold in an
underwritten offering, the investment banker or investment bankers and manager
or managers that will administer the offering will be selected by the Holders of
a majority in aggregate principal amount of such Transfer Restricted Securities
included in such offering, subject to the consent of the Issuer

<PAGE>
                                                                              15

(which shall not be unreasonably withheld or delayed), and such Holders shall be
responsible for all underwriting commissions and discounts in connection
therewith.

          No person may participate in any underwritten registration hereunder
unless such person (i) agrees to sell such person's Transfer Restricted
Securities on the basis reasonably provided in any underwriting arrangements
approved by the persons entitled hereunder to approve such arrangements and (ii)
completes and executes all questionnaires, powers of attorney, indemnities,
underwriting agreements and other documents reasonably required under the terms
of such underwriting arrangements.

          10. Miscellaneous. (a) Amendments and Waivers. The provisions of this
              -------------      ----------------------
Agreement may not be amended, modified or supplemented, and waivers or consents
to departures from the provisions hereof may not be given, unless the Issuer has
obtained the written consent of Holders of a majority in aggregate principal
amount of the Securities and the Exchange Securities, taken as a single class.
Notwithstanding the foregoing, a waiver or consent to depart from the provisions
hereof with respect to a matter that relates exclusively to the rights of
Holders whose Securities or Exchange Securities are being sold pursuant to a
Registration Statement and that does not directly or indirectly affect the
rights of other Holders may be given by Holders of a majority in aggregate
principal amount of the Securities and the Exchange Securities being sold by
such Holders pursuant to such Registration Statement.

          (b) Notices. All notices and other communications provided for or
              -------
permitted hereunder shall be made in writing by hand-delivery, first-class mail,
telecopier or air courier guaranteeing next-day delivery:

          (1) if to a Holder, at the most current address given by such Holder
     to the Issuer in accordance with the provisions of this Section 10(b),
     which address initially is, with respect to each Holder, the address of
     such Holder maintained by the Registrar under the Indenture, with a copy in
     like manner to Goldman, Sachs & Co., J.P. Morgan Securities Inc., Salomon
     Smith Barney Inc. and Credit Suisse First Boston Corporation.

          (2) if to an Purchaser, initially at its address set forth in the
     Purchase Agreement;

          (3) if to the Issuer, initially at the address of the Issuer set forth
     in the Purchase Agreement; and

          (4) if to the Guarantors, initially at the address of the Guarantors
     set forth in the Purchase Agreement.

          All such notices and communications shall be deemed to have been duly
given: when delivered by hand, if personally delivered; one business day after
being delivered to a next-day air courier; five business days after being
deposited in the mail; and when receipt is acknowledged by the recipient's
telecopier machine, if sent by telecopier.

          (c) Successors And Assigns. This Agreement shall be binding upon the
              ----------------------
Issuer, the Guarantors and their respective successors and assigns.

<PAGE>
                                                                              16

     (d) Counterparts. This Agreement may be executed in any number of
         ------------
counterparts (which may be delivered in original form or by telecopier) and by
the parties hereto in separate counterparts, each of which when so executed
shall be deemed to be an original and all of which taken together shall
constitute one and the same agreement.

     (e) Definition of Terms. For purposes of this Agreement, (a) the term
         -------------------
"business day" means any day on which the New York Stock Exchange, Inc. is open
for trading, (b) the term "subsidiary" has the meaning set forth in Rule 405
under the Securities Act and (c) except where otherwise expressly provided, the
term "affiliate" has the meaning set forth in Rule 405 under the Securities Act.

     (f) Headings. The headings in this Agreement are for convenience of
         --------
reference only and shall not limit or otherwise affect the meaning hereof.

     (g) Governing Law. This Agreement shall be governed by and construed in
         -------------
accordance with the laws of the State of New York.

     (h) Remedies. In the event of a breach by the Issuer or any of the
         --------
Guarantors or by any Holder of any of their respective obligations under this
Agreement, each Holder or the Issuer or any Guarantor, as the case may be, in
addition to being entitled to exercise all rights granted by law, including
recovery of damages (other than the recovery of damages for a breach by the
Issuer or any Guarantor of their respective obligations under Sections 1 or 2
hereof for which additional interest has been paid pursuant to Section 3
hereof), will be entitled to specific performance of its rights under this
Agreement. The Issuer, each Guarantor and each Holder agree that monetary
damages would not be adequate compensation for any loss incurred by reason of a
breach by it of any of the provisions of this Agreement and hereby further agree
that, in the event of any action for specific performance in respect of such
breach, it shall waive the defense that a remedy at law would be adequate.

     (i) No Inconsistent Agreements. Each of the Issuer and each Guarantor
         --------------------------
represents, warrants and agrees that (i) it has not entered into, and shall not,
on or after the date of this Agreement, enter into any agreement that is
inconsistent with the rights granted to the Holders in this Agreement or
otherwise conflicts with the provisions hereof, (ii) it has not previously
entered into any agreement which remains in effect granting any registration
rights with respect to any of its debt securities to any person other than that
certain Registration Rights Agreement dated December 15, 1999 by and among
Hanover Compressor Capital Trust (the "Trust"), Hanover Compressor Company and
the other parties named therein relating to the Trust's 7.25% Convertible
Preferred Securities (TIDES), and (iii) without limiting the generality of the
foregoing, without the written consent of the Holders of a majority in aggregate
principal amount of the then outstanding Transfer Restricted Securities, it
shall not grant to any person the right to request the Issuer to register any
debt securities of the Issuer under the Securities Act unless the rights so
granted are not in conflict or inconsistent with the provisions of this
Agreement.

     (j) No Piggyback on Registrations. Neither the Issuer nor any of its
         -----------------------------
security holders (other than the Holders of Transfer Restricted Securities in
such capacity) shall have the

<PAGE>
                                                                              17

right to include any securities of the Issuer in any Shelf Registration or
Registered Exchange Offer other than Transfer Restricted Securities.

     (k) Severability. The remedies provided herein are cumulative and not
         ------------
exclusive of any remedies provided by law. If any term, provision, covenant or
restriction of this Agreement is held by a court of competent jurisdiction to be
invalid, illegal, void or unenforceable, the remainder of the terms, provisions,
covenants and restrictions set forth herein shall remain in full force and
effect and shall in no way be affected, impaired or invalidated, and the parties
hereto shall use their reasonable best efforts to find and employ an alternative
means to achieve the same or substantially the same result as that contemplated
by such term, provision, covenant or restriction. It is hereby stipulated and
declared to be the intention of the parties that they would have executed the
remaining terms, provisions, covenants and restrictions without including any of
such that may be hereafter declared invalid, illegal, void or unenforceable.

<PAGE>
                                                                              18


                  Please confirm that the foregoing correctly sets forth the
agreement among the Issuer, the Guarantors and the Purchasers.

                                                Very truly yours,



                                                HANOVER EQUIPMENT TRUST 2001B

                                                By:   WILMINGTON TRUST COMPANY,
                                                      not individually but
                                                      solely as trustee of the
                                                      Issuer


                                                      By________________________
                                                      Name:
                                                      Title:

                                                HANOVER COMPRESSOR COMPANY

                                                By______________________________
                                                  Name:
                                                  Title:


                                                HANOVER COMPRESSION LIMITED
                                                PARTNERSHIP


                                                By______________________________
                                                  Name:
                                                  Title:


                                                HANOVER COMPRESSOR LIMITED
                                                HOLDINGS, LLC


                                                By _____________________________
                                                   Name:
                                                   Title:

<PAGE>
                                                                             19

                                               HANOVER LAND LIMITED PARTNERSHIP

                                               By ______________________________
                                                  Name:
                                                  Title:

                                               HANOVER/SMITH LIMITED PARTNERSHIP


                                               By ______________________________
                                                  Name:
                                                  Title:


                                               HANOVER MAINTECH LIMITED
                                               PARTNERSHIP


                                               By ______________________________
                                                  Name:
                                                  Title:


                                               HANOVER ACQUISITION LIMITED
                                               PARTNERSHIP


                                               By ______________________________
                                                  Name:
                                                  Title:


                                               EUREKA ENERGY LIMITED PARTNERSHIP


                                               By ______________________________
                                                  Name:
                                                  Title:

<PAGE>
                                                                              20

                                                     HANOVER APPLIED PROCESS
                                                     SOLUTIONS, INC.

                                                     By ________________________
                                                         Name:
                                                         Title:



                                                     HANOVER OEC COMPRESSION
                                                     CORPORATION

                                                     By ________________________
                                                         Name:
                                                         Title:


Accepted:

GOLDMAN, SACHS & CO.
J.P. MORGAN SECURITIES INC.
SALOMON SMITH BARNEY INC.
CREDIT SUISSE FIRST BOSTON CORPORATION


By: Goldman, Sachs & Co.


By____________________________
    Authorized Signatory

<PAGE>

                                                                      SCHEDULE I

                                   GUARANTORS

Hanover Compressor Company
Hanover Compression Limited Partnership
Hanover Compressor Limited Holdings, LLC
Hanover Land Limited Partnership
Hanover/Smith Limited Partnership
Hanover Maintech Limited Partnership
Hanover Acquisition Limited Partnership
Eureka Energy Limited Partnership
Hanover Applied Process Solutions, Inc.
Hanover OEC Compression Corporation

<PAGE>

                                                                         ANNEX A

                  Each broker-dealer that receives Exchange Securities for its
own account pursuant to the Registered Exchange Offer must acknowledge that it
will deliver a prospectus in connection with any resale of such Exchange
Securities. The Letter of Transmittal states that by so acknowledging and by
delivering a prospectus, a broker-dealer will not be deemed to admit that it is
an "underwriter" within the meaning of the Securities Act. This Prospectus, as
it may be amended or supplemented from time to time, may be used by a
broker-dealer in connection with resales of Exchange Securities received in
exchange for Securities where such Securities were acquired by such
broker-dealer as a result of market-making activities or other trading
activities. The Issuer has agreed that, for a period of 180 days after the
Expiration Date (as defined herein), it will make this Prospectus available to
any broker-dealer for use in connection with any such resale. See "Plan of
Distribution."

<PAGE>

                                                                         ANNEX B

                  Each broker--dealer that receives Exchange Securities for its
own account in exchange for Securities, where such Securities were acquired by
such broker-dealer as a result of market-making activities or other trading
activities, must acknowledge that it will deliver a prospectus in connection
with any resale of such Exchange Securities. See "Plan of Distribution."

<PAGE>

                                                                         ANNEX C

                              PLAN OF DISTRIBUTION

                  Each broker-dealer that receives Exchange Securities for its
own account pursuant to the Registered Exchange Offer must acknowledge that it
will deliver a prospectus in connection with any resale of such Exchange
Securities. This Prospectus, as it may be amended or supplemented from time to
time, may be used by a broker-dealer in connection with resales of Exchange
Securities received in exchange for Securities where such Securities were
acquired as a result of market-making activities or other trading activities.
The Issuer has agreed that, for a period of 180 days after the Expiration Date,
it will make this prospectus, as amended or supplemented, available to any
broker-dealer for use in connection with any such resale. In addition, until
_______________, 2001, all dealers effecting transactions in the Exchange
Securities may be required to deliver a prospectus.1

                  The Issuer will not receive any proceeds from any sale of
Exchange Securities by broker-dealers. Exchange Securities received by
broker-dealers for their own account pursuant to the Registered Exchange Offer
may be sold from time to time in one or more transactions in the
over-the-counter market, in negotiated transactions, through the writing of
options on the Exchange Securities or a combination of such methods of resale,
at market prices prevailing at the time of resale, at prices related to such
prevailing market prices or at negotiated prices. Any such resale may be made
directly to purchasers or to or through brokers or dealers who may receive
compensation in the form of commissions or concessions from any such
broker-dealer or the purchasers of any such Exchange Securities. Any
broker-dealer that resells Exchange Securities that were received by it for its
own account pursuant to the Registered Exchange Offer and any broker or dealer
that participates in a distribution of such Exchange Securities may be deemed to
be an "underwriter" within the meaning of the Securities Act and any profit on
any such resale of Exchange Securities and any commission or concessions
received by any such persons may be deemed to be underwriting compensation under
the Securities Act. The Letter of Transmittal states that, by acknowledging that
it will deliver and by delivering a prospectus, a broker-dealer will not be
deemed to admit that it is an "underwriter" within the meaning of the Securities
Act.

                  For a period of 180 days after the Expiration Date the Issuer
will promptly send additional copies of this Prospectus and any amendment or
supplement to this Prospectus to any broker-dealer that requests such documents
in the Letter of Transmittal. The Issuer has agreed to pay all expenses incident
to the Registered Exchange Offer (including the expenses of one counsel for the
Holders of the Securities) other than commissions or concessions of any
broker-dealers and will indemnify the Holders of the Securities (including any
broker-dealers) against certain liabilities, including liabilities under the
Securities Act.



--------
1 /  In addition, the legend required by Item 502(e) of Regulation S-K will
     appear on the back cover page of the Registered Exchange Offer prospectus.

<PAGE>

                                                                         ANNEX D

                  CHECK HERE IF YOU ARE A BROKER-DEALER AND WISH TO RECEIVE 10
ADDITIONAL COPIES OF THE PROSPECTUS AND 10 COPIES OF ANY AMENDMENTS OR
SUPPLEMENTS THERETO.

                  Name:  _______________________________________________________

                  Address: _____________________________________________________




If the undersigned is not a broker-dealer, the undersigned represents that it is
not engaged in, and does not intend to engage in, a distribution of Exchange
Securities. If the undersigned is a broker-dealer that will receive Exchange
Securities for its own account in exchange for Securities that were acquired as
a result of market-making activities or other trading activities, it
acknowledges that it will deliver a prospectus in connection with any resale of
such Exchange Securities; however, by so acknowledging and by delivering a
prospectus, the undersigned will not be deemed to admit that it is an
"underwriter" within the meaning of the Securities Act.