SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ---------- FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (date of earliest event reported): December 3, 2001 HANOVER COMPRESSOR COMPANY (Exact name of registrant as specified in charter) Delaware 1-3071 76-0625124 (State of Incorporation) (Commission File Number) (I.R.S. Employer Identification Number) 12001 N. Houston Rosslyn Houston, Texas 77086 (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code: (281) 447-8787 ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS (a) Financial Statements of Business Acquired. Not applicable. (b) Pro Forma Financial Information. Not applicable. (c) Exhibits. 10.79 Credit Agreement, dated as of December 15, 1997, as amended and restated as of December 3, 2001, among the Company, Hanover Compression Limited Partnership, JPMorgan Chase Bank, as agent, and several banks and other financial institutions that are parties thereto 10.80 Third Amendment to certain Guarantees, dated as of December 3, 2001, among the Company, certain of the Company's subsidiaries, JPMorgan Chase Bank, as agent, and several banks and other financial institutions that are parties thereto 10.81 Holdings Guarantee, dated as of December 3, 2001, made by the Company in favor of JPMorgan Chase Bank, as agent 10.82 Subsidiaries' Guarantee, dated as of December 3, 2001, made by certain of the Company's subsidiaries in favor of JPMorgan Chase Bank, as agent The exhibits and schedules to Exhibit 10.79, Exhibit 10.80, Exhibit 10.81 and Exhibit 10.82 have been omitted from such Exhibits. The registrant will furnish a copy of any omitted exhibit or schedule to the Commission upon request. SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. HANOVER COMPRESSOR COMPANY Dated: December 17, 2001 By: /s/ Michael J. McGhan ----------------------------------------- Name: Michael J. McGhan Its: President and Chief Executive Officer EXHIBIT INDEX Exhibit Number Description ------ ----------- 10.79 Credit Agreement, dated as of December 15, 1997, as amended and restated as of December 3, 2001, among the Company, Hanover Compression Limited Partnership, JPMorgan Chase Bank, as agent, and several banks and other financial institutions that are parties thereto 10.80 Third Amendment to certain Guarantees, dated as of December 3, 2001, among the Company, certain of the Company's subsidiaries, JPMorgan Chase Bank, as agent, and several banks and other financial institutions that are parties thereto 10.81 Holdings Guarantee, dated as of December 3, 2001, made by the Company in favor of JPMorgan Chase Bank, as agent 10.82 Subsidiaries' Guarantee, dated as of December 3, 2001, made by certain of the Company's subsidiaries in favor of JPMorgan Chase Bank, as agent