<PAGE>

                                                                     EXHIBIT 4.2

                          HANOVER EQUIPMENT TRUST 2001A

                                  $300,000,000

                    8.50% Senior Secured Securities Due 2008


                   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 2001A, 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"),
                                                          ------------------
$300,000,000 million aggregate principal amount of its 8.50% Senior Secured
Securities Due 2008 (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

<PAGE>

                                                                               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 it 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

<PAGE>

                                                                               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 that purpose;

               (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.

<PAGE>
                                                                               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 Securities being 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 2001A

                                      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.