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                                                                  EXECUTION COPY



                                                                   Exhibit 10.44

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                                   GUARANTEE


                                    made by


                          HANOVER COMPRESSOR COMPANY


                           HANOVER COMPRESSION INC.


                       and certain of their Subsidiaries


                          Dated as of March 13, 2000


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                               TABLE OF CONTENTS


1.   Defined Terms...........................................................  1

2.   Guaranty................................................................  2

     Right of Set-off........................................................  3

4.   No Subrogation..........................................................  3

5.   Amendments, etc. with respect to the Guaranteed Obligations; Waiver
     of Rights...............................................................  4

6.   Guarantee Absolute and Unconditional....................................  4

7.   Reinstatement...........................................................  5

8.   Payments................................................................  5

9.   Representations, Warranties.............................................  5
     9.1   Financial Condition...............................................  5
     9.2   No Change.........................................................  6
     9.3   Corporate Existence; Compliance with Law..........................  6
     9.4   Corporate Power; Authorization; Enforceable Obligations...........  7
     9.5   No Legal Bar......................................................  7
           No Material Litigation............................................  7
     9.7   No Default........................................................  7
     9.8   Ownership of Property; Liens; Leases of Equipment.................  7
     9.9   Intellectual Property.............................................  8
     9.10  Taxes.............................................................  8
     9.11  Federal Regulations...............................................  8
     9.12  ERISA.............................................................  8
     9.13  Investment Company Act; Other Regulations.........................  9
     9.14  Subsidiaries......................................................  9
     9.15  Environmental Matters.............................................  9
     9.16  Accuracy and Completeness of Information.......................... 10
     9.17  Year 2000......................................................... 10
     9.18  Senior Indebtedness............................................... 10
     9.19  Representations and Warranties in Existing Guarantee.............. 11

10.  Affirmative Covenants of the Guarantor.................................. 11
     10.1  Financial Statements.............................................. 11
     10.2  Certificates; Other Information................................... 12
     10.3  Payment of Obligations............................................ 13
     10.4  Conduct of Business and Maintenance of Existence.................. 13
     10.5  Maintenance of Property; Insurance................................ 13

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     10.6  Inspection of Property; Books and Records; Discussions............ 13
     10.7  Notices........................................................... 13
     10.8  Environmental Laws................................................ 14
     10.9  Subsequent Guarantees............................................. 15

11.  Negative Covenants...................................................... 15
     11.1  Financial Condition Covenants..................................... 15
     11.2  Limitation on Indebtedness........................................ 16
     11.3  Limitation on Liens............................................... 17
     11.4  Limitation on Guarantee Obligations............................... 19
     11.5  Limitations on Fundamental Changes................................ 19
     11.6  Limitation on Sale or Lease of Assets............................. 20
     11.7  Limitation on Leases.............................................. 21
     11.8  Limitation on Dividends........................................... 21
     11.9  Limitation on Derivatives......................................... 22
     11.10 Limitation on Investments, Loans and Advances..................... 22
     11.11 Limitation on Optional Payments and Modifications of Debt
           Instruments....................................................... 23
     11.12 Transactions with Affiliates...................................... 23
     11.13 Sale and Leaseback................................................ 23
     11.14 Corporate Documents............................................... 24
     11.15 Fiscal Year....................................................... 24
     11.16 Nature of Business................................................ 24
     11.17 Unqualified Subsidiaries.......................................... 24

12.  Notices................................................................. 24

13.  Severability............................................................ 25

14.  Integration............................................................. 25

     Amendments in Writing; No Waiver; Cumulative Remedies................... 25

16.  Section Headings........................................................ 25

17.  Successors and Assigns.................................................. 25

18.  SUBMISSION TO JURISDICTION; WAIVERS..................................... 25

19.  GOVERNING LAW........................................................... 26

20.  Survival of Representations, Warranties, etc............................ 26

21.  Authority of Agent...................................................... 26

22.  Third Party Beneficiaries............................................... 27

23.  Right of Contribution................................................... 27

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24.  WAIVER OF JURY TRIAL.................................................... 27

Schedules

Schedule   9.2   Material Changes
Schedule   9.4   Required Consents
Schedule   9.14     Subsidiaries
Schedule   9.15     Environmental
Schedule   11.2(c)  Existing Indebtedness
Schedule   11.3(l)  Existing Liens
Schedule   11.3(n)  Additional Existing Liens
Schedule   11.3(t)  Additional Liens
Schedule   11.6(i)  Lease of Assets
Schedule   11.12    Affiliate Transactions
Schedule   11.13    Sale and Leaseback Transactions

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EXECUTION COPY

                                 GUARANTEE

    GUARANTEE dated as of March 13, 2000, made by HANOVER COMPRESSOR COMPANY, a
Delaware corporation, HANOVER COMPRESSION INC., a Delaware corporation, and each
of their Subsidiaries that are signatories hereto (individually, a "Guarantor",
collectively, the "Guarantors"), in favor of the Beneficiaries (as hereinafter
defined).

                                 Preliminary Statement

    The Guarantors wish to induce (i) Hanover Equipment Trust 2000A (the
"Lessor") to enter into the Lease and the other Operative Agreements to which it
is a party; (ii) the Lenders to enter into the Credit Agreement and the other
Operative Agreements to which they are party; and (iii) First Union National
Bank and ScotiaBanc Inc. (the "Investors") to enter into the Participation
Agreement (as hereinafter defined) and the other Operative Agreements to which
they are a party.

    NOW, THEREFORE, in consideration of the premises contained herein and to
induce (i) the Lessor to enter into the Lease and the other Operative Agreements
to which it is a party; (ii) the Lenders to enter into the Credit Agreement and
the other Operative Agreements to which it is a party; and (iii) the Investors
to enter into the Participation Agreement and the other Operative Agreements to
which it is a party, the Guarantors hereby agree for the benefit of the Lessor,
the Agent, for the ratable benefit of the Lenders and the Investors and their
respective successors and assigns (individually a "Beneficiary", collectively,
the "Beneficiaries"), as follows:

    1.  Defined Terms.  (a)  Capitalized terms not otherwise defined herein
(including in the Preliminary Statement) shall have the meanings ascribed to
them in Annex A to the Participation Agreement dated as of the date hereof among
Hanover Compression Inc. ("HCC"), the Lessor, the Investors, The Chase Manhattan
Bank, as agent (the "Agent") and the several banks and financial institutions
from time to time party thereto (the "Lenders"), as the same may from time to
time be amended, supplemented or otherwise modified (the "Participation
Agreement").

    (b) As used herein, the following terms shall have the following meanings:

        "Agreement" means this Guarantee, as the same may be amended,
supplemented or otherwise modified from time to time.

        "Contribution Obligations" means the collective reference to the
outstanding amount of the Investor Contributions and the Investor Yield with
respect thereto and all rights of the Investors to receive distributions under
the Trust Agreement and any of the other Operative Agreements.
<PAGE>

        "Guaranteed Obligations" means the collective reference to (i) the Note
Obligations, (ii) the Contribution Obligations and (iii) the Lease Obligations
and, with respect to each such obligation, interest accruing thereon at the
applicable rate provided in the Operative Agreements after maturity and interest
accruing at the then applicable rate provided in the Operative Agreements after
the filing of any petition in bankruptcy, or the commencement of an insolvency,
reorganization or like proceeding, whether or not a claim for post-filing or
post-petition interest is allowed in such proceeding and whether such
obligations are direct or indirect, absolute or contingent, due or to become
due, or now existing or hereinafter incurred, which may arise, under, out of or
in connection with any of the Operative Agreements, any other document made,
delivered or given in connection therewith, in each case whether on account of
principal, interest, Investor Contributions or Investor Yield, reimbursement
obligations, fees, indemnities, costs, expenses, or payment obligations
(including, without limitation, all fees and disbursements of counsel to any of
the Beneficiaries that are required to be paid by HCC pursuant to the terms of
the Operative Agreements).

        "Lease Obligations" means the collective reference to the payment
obligations and undertakings applicable to HCC contained in or arising under the
Lease or any of the other Operative Agreements to which HCC is a party,
including, but not limited to, the full and punctual payment by HCC, when due,
of any and all Rent, the payments required pursuant to Section 17.2 and 17.3 of
the Lease, the Purchase Option Price and the Maximum Residual Guarantee Amount.

        "Note Obligations" means the collective reference to the unpaid
principal of and interest on the Notes and all other payment obligations and
liabilities of the Lessor to the Agent and the Lenders under the Notes, the
Credit Agreement and any of the other Operative Agreements.

        2.  Guaranty.  (a)  Subject to the provisions of paragraph 2(b) and
(c), the Guarantors hereby, jointly and severally, unconditionally and
irrevocably guaranty to the Beneficiaries and their respective successors,
endorsees, transferees and assigns the prompt and complete payment when due
(whether at the stated maturity, by acceleration or otherwise) of the Guaranteed
Obligations.

        (b)  Anything to the contrary notwithstanding, the Guarantors shall not
at anytime be required to make any payment with regard to the Tranche B Loans or
with respect to the Contribution Obligations unless at such time a Lease Event
of Default has occurred and is continuing.

        (c)  Anything herein or in any other Operative Agreement to the contrary
notwithstanding, the maximum liability of each Guarantor (other than HCC)
hereunder and under the other Operative Agreement shall in no event exceed the
amount which can be guaranteed by such Guarantor under applicable federal and
state laws relating to the insolvency of debtors.

        (d)  The Guarantors further agree, jointly and severally, to pay any
and all costs, expenses (including all fees and disbursements of counsel) and
damages which may be paid or incurred in enforcing, or obtaining advice of
counsel in respect of, any rights with respect to, or collecting from the
Guarantors, any or all of the Guaranteed Obligations and/or enforcing any rights
with respect to, or collecting against, the Guarantors under this Guarantee.

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        3.  Right of Set-off.  In addition to any rights now or hereafter
granted under applicable law or otherwise, and not by way of limitation of any
such rights, upon the occurrence and during the continuance of an Event of
Default, each of the Investors, Agent and each Lender is hereby authorized at
any time or from time to time, without presentment, demand, protest or other
notice of any kind to the Borrower, the Guarantors or to any other Person, any
such notice being hereby expressly waived, to set off and to appropriate and
apply any and all deposits (general or special) and any other Indebtedness at
any time held or owing by such Investor, Agent or such Lender (including,
without limitation, by branches and agencies of such Investor, Agent or such
Lender wherever located) to or for the credit or the account of the Guarantors
against and on account of the obligations and liabilities of the Guarantors
hereunder or under any of the other Operative Agreements, and all other claims
of any nature or description arising out of or connected with this Guarantee or
any other Operative Agreement, irrespective of whether such Investor, Agent or
such Lender shall have made any demand hereunder and although said obligations,
liabilities or claims, or any of them, shall be contingent or unmatured. Each of
the Investors, Agent and each Lender shall notify such Guarantor promptly of any
such set-off and the application made by such Investor, Agent or such Lender;
provided, that the failure to give such notice shall not affect the validity of
such set-off and application.

        4.  No Subrogation.  Notwithstanding any payment or payments made by the
Guarantors hereunder or any set-off or application of funds of the Guarantors by
any Lender, the Guarantors shall not be entitled to exercise or enforce any
subrogation rights of the Investors, Agent or any Lender against the Borrower or
any other Person or any collateral security or guarantee or right of offset held
by the Investors, Agent or any Lender for the payment of the Guaranteed
Obligations, nor shall the Guarantors seek or be entitled to seek any
contribution or reimbursement from the Borrower or any other Person in respect
of payments made by the Guarantors hereunder, until all amounts owing to the
Investors, Agent and the Lenders by the Borrower on account of the Guaranteed
Obligations and all amounts owing hereunder are paid in full and the Commitments
are terminated.  If any amount shall be paid to the Guarantors on account of
such subrogation rights at any time when all of the Guaranteed Obligations and
all amounts owing hereunder shall not have been paid in full or the Commitments
shall not have been terminated, such amount shall be held by the Guarantors in
trust for the Investors, Agent and the Lenders, segregated from other funds of
the Guarantors, and shall, forthwith upon receipt by the Guarantors, be turned
over to the Agent in the exact form received by the Guarantors (duly indorsed by
the Guarantors to the Agent, if required), to be applied against the Guaranteed
Obligations, whether matured or unmatured, in such order as the Agent may
determine.

        5.  Amendments, etc. with respect to the Guaranteed Obligations; Waiver
of Rights. The Guarantors shall remain obligated hereunder notwithstanding that,
without any reservation of rights against the Guarantors and without notice to
or further assent by the Guarantors, any demand for payment of any of the
Guaranteed Obligations made by the Investors, Agent or any Lender may be
rescinded by such party and any of the Guaranteed Obligations continued, and the
Guaranteed Obligations, or the liability of any other party upon or for any part
thereof, or any collateral security or guarantee therefor or right of offset
with respect thereto, may, from time to time, in whole or in part, be renewed,
extended, amended, modified, accelerated, compromised, waived, surrendered or
released by the Investors, Agent or any Lender, and the Credit Agreement, the
Participation Agreement and the other Operative Agreements may be amended,
modified, supplemented or terminated, in whole or in part, as the Agent (or the
Required Lenders, as the case may be) may deem advisable from time to time in

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accordance with the terms thereof, and any collateral security, guarantee or
right of offset at any time held by the Investors, Agent or any Lender for the
payment of the Guaranteed Obligations may be sold, exchanged, waived,
surrendered or released.  Neither the Investors, Agent nor any Lender shall have
any obligation to protect, secure, perfect or insure any Lien at any time held
by it as security for the Guaranteed Obligations or for this Guarantee or any
property subject thereto.  When making any demand hereunder against the
Guarantors, the Investors, Agent or any Lender may, but shall be under no
obligation to, make a similar demand on the Borrower or any other guarantor, and
any failure by the Investors, Agent or any Lender to make any such demand or to
collect any payments from the Borrower or any other guarantor or any release of
the Borrower or such other guarantor shall not relieve the Guarantors from their
obligations under this Guarantee, and shall not impair or affect the rights and
remedies, express or implied, or as a matter of law, of the Investors, Agent or
any Lender against the Guarantors.  For the purposes hereof "demand" shall
include the commencement and continuance of any legal proceedings.

        6.  Guarantee Absolute and Unconditional.  Each Guarantor waives any
and all notice of the creation, renewal, extension or accrual of any of the
Guaranteed Obligations and notice of or proof of reliance by the Investors,
Agent or any Lender upon this Guarantee or acceptance of this Guarantee, the
Guaranteed Obligations, and any of them, shall conclusively be deemed to have
been created, contracted or incurred, or renewed, extended, amended or waived,
in reliance upon this Guarantee; and all dealings between the Borrower and such
Guarantor, on the one hand, and the Agent and the Lenders, on the other hand,
likewise shall be conclusively presumed to have been had or consummated in
reliance upon this Guarantee. Each Guarantor waives diligence, presentment,
protest, demand for payment and notice of default or nonpayment to or upon the
Borrower or such Guarantor with respect to the Guaranteed Obligations. Each
Guarantor understands and agrees that this Guarantee shall be construed as a
continuing, absolute and unconditional guarantee and surety of payment without
regard to (a) the validity, regularity or enforceability of the Credit Agreement
or any other Operative Agreement, any of the Guaranteed Obligations or any other
collateral security therefor or guarantee or right of offset with respect
thereto at any time or from time to time held by the Investors, Agent or any
Lender, (b) any defense, set-off or counterclaim (other than a defense of
payment or performance) which may at any time be available to or be asserted by
the Borrower or such Guarantor against the Investors, Agent or any Lender, or
(c) any other circumstance whatsoever (with or without notice to or knowledge of
the Borrower or such Guarantor) which constitutes, or might be construed to
constitute, an equitable or legal discharge of the Borrower for the Guaranteed
Obligations, or of such Guarantor under this Guarantee, in bankruptcy or in any
other instance. When pursuing its rights and remedies hereunder against any
Guarantor, the Investors, the Agent and any Lender may, but shall be under no
obligation to, pursue such rights and remedies as it may have against the
Borrower or any other Person or against any collateral security or guarantee for
the Guaranteed Obligations or any right of offset with respect thereto, and any
failure by the Investors, Agent or any Lender to pursue such other rights or
remedies or to collect any payments from the Borrower or any such other Person
or to realize upon any such collateral security or guarantee or to exercise any
such right of offset, or any release of the Borrower or any such other Person or
any such collateral security, guarantee or right of offset, shall not relieve
such Guarantor of any liability hereunder, and shall not impair or affect the
rights and remedies, whether express, implied or available as a matter of law,
of the Investors, the Agent and the Lenders against such Guarantor. This
Guarantee shall remain in full force and effect and be binding in accordance
with and to the extent of its terms upon such Guarantor and the successors and
assigns thereof, and shall inure to the benefit of the Investors, the Lessor,
the Agent and the Lenders, and their respective successors, indorsees,
transferees and assigns, until all the

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<PAGE>

Guaranteed Obligations and the obligations of such Guarantor under this
Guarantee shall have been satisfied by payment in full and the Commitments shall
be terminated, notwithstanding that from time to time during the term of the
Credit Agreement the Borrower may be free from any Guaranteed Obligations.

        7.  Reinstatement.  This Guarantee shall continue to be effective, or be
reinstated, as the case may be, if at any time payment, or any part thereof, of
any of the Guaranteed Obligations is rescinded or must otherwise be restored or
returned by the Investors, Agent or any Lender upon the insolvency, bankruptcy,
dissolution, liquidation or reorganization of the Borrower or the Guarantors, or
upon or as a result of the appointment of a receiver, intervenor or conservator
of, or trustee or similar officer for, the Borrower or the Guarantors or any
substantial part of its property, or otherwise, all as though such payments had
not been made.

        8.  Payments.  The Guarantors hereby guarantee that payments hereunder
will be paid to the Agent without set-off or counterclaim in Dollars at the
office of the Agent located at 270 Park Avenue, New York, New York 10017.

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<PAGE>

        9.  Representations, Warranties.  In order to induce the Lenders to
enter into the Credit Agreement and to make the Loans, the Investors to enter
into the Participation Agreement and make the Investor Contribution and the
Lessor to enter into the Lease, Holdings and HCC hereby jointly and severally
represent and warrant to the Beneficiaries as follows, all of which shall
survive the execution and delivery of this Guarantee and the Credit Agreement
and the making of the Loans:

        9.1  Financial Condition.  (a) The unaudited pro forma consolidated
balance sheet of HCC and its consolidated Subsidiaries as at September 30, 1999
(including the notes thereto) (the "Pro Forma Balance Sheet"), copies of which
have heretofore been furnished to each Lender, has been prepared giving effect
(as if such events had occurred on such date) to the consummation of the TIDES
issuance. The Pro Forma Balance Sheet has been prepared based on the best
information available to Holdings and HCC as of the date of delivery thereof,
and presents fairly in all material respects on a pro forma basis the estimated
financial position of HCC and its consolidated Subsidiaries as at September 30,
1999, assuming that the events specified in the preceding sentence had actually
occurred at such date.

        (b)  The audited consolidated balance sheets of HCC as at December 31,
1997 and December 31, 1998, and the related consolidated statements of income
and of cash flows for the fiscal years ended on such dates, reported on by and
accompanied by an unqualified report from PricewaterhouseCoopers LLP, present
fairly in all material respects the consolidated financial condition of HCC as
at such date, and the consolidated results of its operations and its
consolidated cash flows for the respective fiscal years then ended. The
unaudited consolidated balance sheet of HCC as at March 31, 1999 and June 30,
1999, and the related unaudited consolidated statements of income and cash flows
for the three and six-month periods ended on such date, present fairly in all
material respects the consolidated financial condition of HCC as at such date,
and the consolidated results of its operations and its consolidated cash flows
for the three and six-month periods then ended (subject to normal year-end audit
adjustments). All such financial statements, including the related schedules and
notes thereto, have been prepared in accordance with GAAP applied consistently
throughout the periods involved (except as approved by the aforementioned firm
of accountants and disclosed therein). Holdings, HCC and its Subsidiaries do not
have any material Guarantee Obligations, contingent liabilities and liabilities
for taxes, or any long-term leases or unusual forward or long-term commitments,
including any interest rate or foreign currency swap or exchange transaction or
other obligation in respect of derivatives, that are not reflected in the most
recent financial statements referred to in this paragraph. During the period
from September 30, 1999 to and including the date hereof there has been no
Disposition by Holdings or any of its Subsidiaries, as applicable, of any
material part of their business or property (other than to Holdings or any of
its Subsidiaries).

        9.2  No Change.  Since September 30, 1999 (a) there has been no
development or event nor any prospective development or event, which has had or
would reasonably be expected to have a Material Adverse Effect and (b) except as
disclosed on Schedule 9.2 to this Agreement, as of the date of this Agreement,
no dividends or other distributions have been declared, paid or made upon the
Capital Stock of Holdings or HCC nor has any of the Capital Stock of Holdings or
HCC (other than in connection with the Restructuring) been redeemed, retired,
purchased or otherwise acquired for value by Holdings or any of its respective
Subsidiaries.

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<PAGE>

        9.3  Corporate Existence; Compliance with Law.  Each Guarantor
(a) is duly organized, validly existing and in good standing under the laws of
the jurisdiction of its organization, (b) has the corporate power and authority,
and the legal right, to own and operate its property, to lease the property it
operates as lessee and to conduct the business in which it is currently engaged,
(c) is duly qualified as a foreign corporation and in good standing under the
laws of each jurisdiction where its ownership, lease or operation of property or
the conduct of its business requires such qualification, except where the
failure to be so qualified would not reasonably be expected to have a Material
Adverse Effect, and (d) is in compliance with all Requirements of Law except to
the extent that the failure to comply therewith would not, in the aggregate,
reasonably be expected to have a Material Adverse Effect.

        9.4  Corporate Power; Authorization; Enforceable Obligations.  Each
Guarantor has the corporate power and authority, and the legal right, to make,
deliver and perform the Operative Agreements to which it is a party.  HCC has
the corporate power and authority, and the legal right, to perform the Operative
Agreements and has taken all necessary corporate action to authorize the
performing under the Operative Agreements on the terms and conditions of the
Operative Agreements.  Each Guarantor has taken all necessary corporate action
to authorize the execution, delivery and performance of this Guarantee.  No
consent or authorization of, filing with or other act by or in respect of, any
Governmental Authority or any other Person (other than consents that have been
obtained and consents or authorizations the failure to obtain would not, in the
aggregate, reasonably be expected to have a Material Adverse Effect) is required
in connection with the Loans or with the execution, delivery, performance,
validity or enforceability of this Guarantee or any of the other Operative
Agreements, except consents, authorizations, filings and notices described in
Schedule 9.4, which consents, authorizations, filings and notices have been
obtained or made and are in full force and effect.  This Guarantee has been duly
executed and delivered on behalf of the Guarantors party hereto.  This Guarantee
constitutes, each Operative Agreement when executed and delivered will
constitute, a legal, valid and binding obligation of the Guarantors party
thereto enforceable against such Guarantors in accordance with their respective
terms, except as enforceability may be limited by applicable bankruptcy,
insolvency, reorganization, moratorium or similar laws affecting the enforcement
of creditors' rights generally and by general equitable principles (whether
enforcement is sought by proceedings in equity or at law).

        9.5  No Legal Bar.  The execution, delivery and performance of this
Guarantee and the other Operative Agreements, the Loans and the use of the
proceeds thereof will not violate any Requirement of Law or Contractual
Obligation of any Guarantor party thereto and will not result in, or require,
the creation or imposition of any Lien on any of their respective properties or
revenues pursuant to any such Requirement of Law or Contractual Obligation,
except as contemplated hereby or thereby and except to the extent any such
violation or creation or imposition of a Lien would not reasonably be expected
to have a Material Adverse Effect.

        9.6  No Material Litigation.  Except as set forth in HCC's Form 10-Q,
filed with respect to the period ending September 30, 1999, no litigation,
investigation or proceeding of or before any arbitrator or Governmental
Authority is pending or, to the knowledge of HCC, threatened by or against any
Guarantor or against any of their respective properties or revenues (a) with
respect to this Guarantee or the other Operative Agreements or any of the
transactions contemplated hereby, or (b) which would reasonably be expected to
have a Material Adverse Effect.

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<PAGE>

        9.7  No Default.  None of the Guarantors nor any of their respective
Subsidiaries is in default under or with respect to any of their respective
Contractual Obligations in any respect which if not cured would reasonably be
expected to have a Material Adverse Effect.  No Default or Event of Default has
occurred and is continuing.

        9.8  Ownership of Property; Liens; Leases of Equipment.  Each of the
Guarantors has good record and marketable title in fee simple (except for
exceptions to title as will not in the aggregate materially interfere with the
present or contemplated use of the property affected thereby) to, or a valid
leasehold interest in, all its real property, and good title to all its other
property, and none of such property is subject to any Lien except as permitted
by Section 11.3.  None of the Equipment or Inventory (as defined in the Uniform
Commercial Code) owned by any Guarantor has been leased by such Guarantor as
lessor, except pursuant to operating leases (which do not constitute Financing
Leases).  As used herein, Equipment or Inventory leased by a Guarantor under a
Financing Lease shall be deemed "owned" by such Guarantor.

        9.9  Intellectual Property.  Each Guarantor owns, or is licensed to
use, all trademarks, tradenames, trade secrets, copyrights, technology, know-how
and processes necessary for the conduct of its business as currently conducted
except for those the failure to own or license which would not reasonably be
expected to have a Material Adverse Effect (the "Intellectual Property"). To the
knowledge of each Guarantor, no claim has been asserted and is pending by any
Person challenging or questioning the use of any such Intellectual Property or
the validity or effectiveness of any such Intellectual Property, nor does each
Guarantor know of any valid basis for any such claim, which would reasonably be
expected to have a Material Adverse Effect. The use of such Intellectual
Property by the Guarantors does not infringe on the rights of any Person, except
for such claims and infringements that, in the aggregate, would not reasonably
be expected to have a Material Adverse Effect.

        9.10  Taxes.  Each of the Guarantors has filed or caused to be filed
all tax returns which, to the knowledge of each Guarantor, are required to be
filed and has paid all taxes shown to be due and payable on said returns or on
any assessments made against it or any of its property and all other taxes, fees
or other charges imposed on it or any of its property by any Governmental
Authority (other than any the amount or validity of which are currently being
contested in good faith by appropriate proceedings and with respect to which
reserves in conformity with GAAP have been provided on the books of any of the
Guarantors, as the case may be); no tax Lien has been filed against the property
of any Guarantor, and, to the knowledge of each Guarantor, no claim is being
asserted, with respect to any such tax, fee or other charge.

        9.11  Federal Regulations.  No part of the proceeds of any Loans will
be used for "purchasing" or "carrying" any "margin stock" within the respective
meanings of each of the quoted terms under Regulation U of the Board of
Governors of the Federal Reserve System as now and from time to time hereafter
in effect or for any purpose which violates the provisions of the Regulations of
such Board of Governors. If requested by any Lender or the Agent, HCC will
furnish to the Agent and each Lender a statement to the foregoing effect in
conformity with the requirements of FR Form U-1 referred to in said Regulation
U.

                                                                               8
<PAGE>

        9.12  ERISA.  Neither a Reportable Event nor an "accumulated funding
deficiency" (within the meaning of Section 412 of the Code or Section 302 of
ERISA) has occurred during the five-year period prior to the date on which this
representation is made or deemed made with respect to any Plan, and each Plan
has complied in all material respects with the applicable provisions of ERISA
and the Code.  No termination of a Single Employer Plan has occurred and no lien
in favor of the PBGC or a Plan has arisen during the five-year period prior to
the date as of which this representation is deemed made.  The present value of
all accrued benefits under each Single Employer Plan maintained by HCC, or any
Commonly Controlled Entity (based on those assumptions used to fund the Plans)
did not, as of the last annual valuation date prior to the date on which this
representation is made or deemed made, exceed the value of the assets of such
Plan allocable to such accrued benefits.  Neither HCC nor any Commonly
Controlled Entity has had a complete or partial withdrawal from any
Multiemployer Plan, and neither HCC nor any Commonly Controlled Entity would
become subject to any liability under ERISA if HCC or any such Commonly
Controlled Entity were to withdraw completely from all Multiemployer Plans as of
the valuation date most closely preceding the date on which this representation
is made or deemed made.  No such Multiemployer Plan is in Reorganization or
Insolvent.  The present value (determined using actuarial and other assumptions
which are reasonable in respect of the benefits provided and the employees
participating) of the liability of HCC and each Commonly Controlled Entity for
post retirement benefits to be provided to their current and former employees
under Plans which are welfare benefit plans (as defined in Section 3(1) of
ERISA) does not, in the aggregate, exceed the assets under all such Plans
allocable to such benefits.

        9.13  Investment Company Act; Other Regulations.  None of the
Guarantors is an "investment company", or a company "controlled" by an
"investment company", within the meaning of the Investment Company Act of 1940,
as amended. None of the Guarantors is subject to regulation under any Federal or
State statute or regulation which limits its ability to incur Indebtedness or
change rates or change tariffs. None of the Guarantors are "holding companies"
or "subsidiary companies" of a "holding company" or a "subsidiary company" of a
"holding company" within the meaning of the Public Utility Holding Company Act
of 1935, as amended.

        9.14  Subsidiaries.  As of the Initial Closing Date, Holdings has no
Subsidiaries other than as set forth on Schedule 9.14.  Except if a Guarantor,
other than cash or Cash Equivalents located in bank accounts at the Agent, none
of the assets owned by any Unqualified Subsidiary as of the date hereof are
located within the United States of America or any territory thereof.

        9.15  Environmental Matters.  Each of the representations and
warranties set forth in paragraphs (a) through (e) of this subsection is true
and correct with respect to each parcel of real property owned or operated by
any of the Guarantors (the "Properties"), except to the extent that the facts
and circumstances giving rise to any such failure to be so true and correct
would not reasonably be expected to have a Material Adverse Effect:

        (a)  Except as set forth on Schedule 9.15, the Properties do not
     contain, and have not previously contained, in, on, or under, including,
     without limitation, the soil and groundwater thereunder, any Hazardous
     Substances in concentrations which violate Environmental Laws.

                                                                               9
<PAGE>

        (b)  Except as set forth on Schedule 9.15, the Properties and all
     operations and facilities at the Properties are in compliance with all
     Environmental Laws, and there is no Hazardous Substances contamination or
     violation of any Environmental Law which would reasonably be expected to
     interfere with the continued operation of any of the Properties or impair
     the fair saleable value of any thereof.

        (c)  Except as set forth on Schedule 9.15, none of the Guarantors has
     received any complaint, notice of violation, alleged violation,
     investigation or advisory action or of potential liability or of potential
     responsibility regarding environmental protection matters or environmental
     permit compliance with regard to the Properties which have not been
     resolved, nor is HCC aware that any Governmental Authority is contemplating
     delivering to any Guarantor any such notice.

        (d)  Hazardous Substances have not been generated, treated, stored,
     disposed of, at, on or under any of the Properties in concentrations that
     violate Environmental Laws, nor have any Hazardous Substances been
     transferred to any other location, in violation of any Environmental Laws
     from the Properties or as a result of the sale or lease of any equipment or
     inventory of any Guarantor.

        (e)  There are no governmental, administrative actions or judicial
     proceedings pending or contemplated under any Environmental Laws to which
     any Guarantor is or to HCC's knowledge will be named as a party with
     respect to the Properties, nor to HCC's knowledge are there any consent
     decrees or other decrees, consent orders, administrative orders or other
     orders, or other administrative or judicial requirements outstanding under
     any Environmental Law with respect to any of the Properties.

        9.16  Accuracy and Completeness of Information.  The factual statements
contained in the Operative Agreements and each other agreement, instrument,
certificate and document related thereto and any other certificates or documents
furnished or to be furnished to the Investors, the Agent or the Lenders by any
Guarantor from time to time in connection with this Guarantee (in any case
excluding any of the financial statements referred to in Section 9.1(a) and 10.1
hereof), taken as a whole, and taking into consideration all corrections or
substituted documents, do not and will not, as of the date when made, contain
any untrue statement of a material fact or omit to state a material fact
necessary in order to make the statements contained therein not misleading in
light of the circumstances in which the same were made, all except as otherwise
qualified herein or therein.

        9.17  Year 2000.    The Year 2000 date change has not resulted in
disruption of Holdings' and its Subsidiaries' computer hardware, software,
databases, systems and other equipment containing embedded microchips (including
systems and equipment supplied by others or with which Holdings' or its
Subsidiaries' systems interface), or to Holdings' or its Subsidiaries'
operations or business systems, or to the best of Holdings' and its
Subsidiaries' knowledge, to the operations or business systems of Holdings'
major vendors, customers, suppliers and counterparties. Holdings has no reason
to believe that liabilities and expenditures related to the Year 2000 date-
change (including, without limitation, costs caused by reprogramming errors, the
failure of others' systems or equipment, and the potential liability, if any, of
Holdings or its Subsidiaries for Year 2000 related costs incurred or disruption
experienced by others) will result in a Default or a Material Adverse Effect.

                                                                              10
<PAGE>

        9.18  Senior Indebtedness.  The Guaranteed Obligations constitute
"Senior Indebtedness" of HCC under and as defined in the Shareholder
Subordinated Loan Agreement. The obligations of the Guarantors under the
Agreement constitute "Senior Indebtedness" of such applicable Guarantors under
and as defined in the Shareholder Subordinated Loan Agreement.

        9.19  Representations and Warranties in Existing Guarantee.  The
representations and warranties contained in Section 9 of the Existing Guarantee
and in any amendment, consent or waiver thereto were true and correct in all
material respects on and as of the dates when made pursuant to the Existing
Guarantee.

        10.  Affirmative Covenants of the Guarantor.  Each Guarantor hereby
covenants and agrees that so long as this Guarantee is in effect and until the
Commitments have terminated and the Guaranteed Obligations and all amounts owing
hereunder are paid in full such Guarantor will:

        10.1 Financial Statements.  Furnish to each Lender and each of the
Investors:

        (a)  as soon as available for distribution to shareholders and creditors
     generally, but in any event within 120 days after the end of each fiscal
     year of Holdings, a copy of the consolidated balance sheet of Holdings and
     its consolidated Subsidiaries, as at the end of such year and the related
     consolidated statements of income and retained earnings and of cash flows
     for such year, setting forth in each case in comparative form the figures
     for the previous year, reported on without a "going concern" or like
     qualification or exception, or qualification arising out of the scope of
     the audit, by PricewaterhouseCoopers LLP or other independent certified
     public accountants of nationally recognized standing not unacceptable to
     the Required Lenders;

        (b)  as soon as available for distribution to shareholders and creditors
     generally, but in any event within 90 days after the end of each fiscal
     year of Holdings, a copy of the unaudited consolidated balance sheet of
     Holdings and its consolidated Subsidiaries, as at the end of such year, and
     the related unaudited consolidated statements of income and retained
     earnings and of cash flows for such year, in each case setting forth in
     comparative form the figures for the corresponding period of the previous
     year and the figures for such period as shown on the budgets of Holdings
     for such year; and

        (c)  as soon as available, but in any event not later than 45 days
     after the end of each of the first three quarterly periods of each fiscal
     year of Holdings, the unaudited consolidated balance sheet of Holdings and
     its consolidated Subsidiaries, as at the end of such quarter, and the
     related unaudited consolidated statements of income and retained earnings
     and of cash flows of Holdings and its consolidated Subsidiaries, for such
     quarter and the portion of the fiscal year through the end of such quarter,
     setting forth in each case in comparative form the figures for the
     corresponding period of the previous year, certified by a Responsible
     Officer as being fairly stated in all material respects when considered in
     relation to the consolidated financial statements of Holdings and its
     consolidated Subsidiaries, (subject to normal year-end audit adjustments),
     and in each case setting forth in comparative form the figures for such
     periods as shown on the budgets of such Person for such year;

                                                                              11
<PAGE>

all such financial statements to be complete and correct in all material
respects and to be prepared in reasonable detail and in accordance with GAAP
applied consistently throughout the periods reflected therein and with prior
periods (except as approved by such accountants or officer, as the case may be,
and disclosed therein).

        10.2  Certificates; Other Information.  Furnish to each Lender and each
of the Investors:

        (a)  concurrently with the delivery of the financial statements
     referred to in subsection 10.1(a), a certificate of the independent
     certified public accountants reporting on such financial statements stating
     that in making the examination necessary therefor no knowledge was obtained
     of any Default or Event of Default, except as specified in such
     certificate;

        (b)  concurrently with the delivery of the financial statements
     referred to in subsections 10.1(a) and 10.1(c), a certificate of a
     Responsible Officer stating that, to the best of such Responsible Officer's
     knowledge, Holdings during such period has observed or performed all of its
     covenants and other agreements, and satisfied every material condition,
     contained in this Guarantee and the other Operative Agreements to which it
     is a party to be observed, performed or satisfied by it, and that such
     Responsible Officer has obtained no knowledge of any Default or Event of
     Default except as specified in such certificate;

        (c)  not later than 45 days following the end of each fiscal year of
     Holdings, a copy of the projections by Holdings of the operating budget and
     cash flow budget of Holdings and its Subsidiaries for the succeeding fiscal
     year, such projections to be accompanied by a certificate of a Responsible
     Officer to the effect that such projections have been prepared on the basis
     of reasonable assumptions and that such Officer has no reason to believe
     they are incorrect or misleading in any material respect;

        (d)(i) within five days after the same are sent, copies of all financial
     statements and reports which Holdings, if at such time any class of
     Holding's securities are held by the public, sends to its stockholders
     generally, or, if otherwise, such financial statements and reports as are
     made generally available to the public, and (ii) within five days after the
     same are filed, copies of all financial statements and reports which
     Holdings may make to, or file with, the Securities and Exchange Commission
     or any successor or analogous Governmental Authority;

        (e)  concurrently with the delivery of the financial statements
     referred to in subsections 10.1(b) and (c), a management summary describing
     and analyzing the performance of Holdings and its Subsidiaries during the
     periods covered by such financial statements;

        (f)  within 45 days after the end of each quarter in each fiscal year of
     Holdings, a certificate of the principal financial officer of Holdings
     showing both the Applicable Margin for the next quarter and the detailed
     computations necessary to calculate the Applicable Margin (an "Applicable
     Margin Certificate"); and

        (g)  promptly, such additional financial and other information as any
     Lender or

                                                                              12
<PAGE>

     either of the Investors may from time to time reasonably request.

        10.3  Payment of Obligations.  Pay, discharge or otherwise satisfy at or
before maturity or before they become delinquent, as the case may be, all its
obligations of whatever nature, except where the amount or validity thereof is
currently being contested in good faith by appropriate proceedings and reserves
in conformity with GAAP with respect thereto have been provided on the books of
Holdings or any Subsidiary of Holdings, as the case may be.

        10.4  Conduct of Business and Maintenance of Existence.  Continue to
engage in business of the same general type as now conducted by it and preserve,
renew and keep in full force and effect its corporate existence and take all
reasonable action to maintain all rights, privileges and franchises necessary or
desirable in the normal conduct of its business except as otherwise permitted
pursuant to Section 11.5; comply with all Contractual Obligations and
Requirements of Law except to the extent that failure to comply therewith would
not, in the aggregate, reasonably be expected to have a Material Adverse Effect.

        10.5  Maintenance of Property; Insurance. (a) Keep and maintain all
property material to the conduct of its business in good working order and
condition, ordinary wear and tear excepted, and (b) maintain, with financially
sound and reputable insurance companies, insurance in such amounts and against
such risks as are customarily maintained by companies engaged in the same or
similar businesses operating in the same or similar locations.

        10.6  Inspection of Property; Books and Records; Discussions.  Keep
proper books of records and account in which full, true and correct entries in
conformity with GAAP and all Requirements of Law shall be made of all dealings
and transactions in relation to its business and activities; and permit
representatives of either of the Investors or any Lender to visit and inspect
any of its properties and examine and make abstracts from any of its books and
records at any reasonable time and as often as may reasonably be desired and to
discuss the business, operations, properties and financial and other condition
of Holdings and Subsidiaries of Holdings with officers and employees of Holdings
and Subsidiaries of Holdings and with its independent certified public
accountants; provided, however, that no such visit, inspection or examination or
discussion shall unreasonably disrupt or interfere with normal operations of
Holdings or any of its Subsidiaries and any such representatives of such
Investor, Agent and the Lenders shall be accompanied by a Responsible Officer of
Holdings. No failure to comply with any request for the exercise of rights
hereunder shall be cause for any Event of Default unless such request is
submitted in writing to Holdings with reference to this Section 10.6.

        10.7  Notices.  Promptly give notice to the Investors, Agent and each
Lender of:

        (a)  the occurrence of any Default or Event of Default of which any
     Guarantor has actual knowledge;

        (b)  any (i) default or event of default by any Guarantor or any of its
     Subsidiaries under or with respect to any of their respective Contractual
     Obligations in any respect which, if not cured, would reasonably be
     expected to have a Material Adverse Effect, or to Guarantor's knowledge any
     default or event of default by any third party under or with respect to any
     Contractual Obligation of said third party with any Guarantor or any of its
     Subsidiaries in a respect which, if not cured, would reasonably be expected
     to have a Material Adverse Effect or (ii) litigation, investigation or
     proceeding of which

                                                                              13
<PAGE>

     any Guarantor has actual knowledge which may exist at any time between any
     Guarantor or any Subsidiary of such Guarantor and any Governmental
     Authority, which in either case, if not cured or if adversely determined,
     as the case may be, would reasonably be expected to have a Material Adverse
     Effect;

        (c)  any litigation or proceeding affecting any Guarantor or any
     Subsidiary of such Guarantor of which such Guarantor has actual knowledge
     in which the amount involved is $5,000,000 or more and not covered by
     insurance or in which injunctive or similar relief is sought and which if
     adversely determined would reasonably be expected to have a Material
     Adverse Effect;

        (d)  the following events, as soon as possible and in any event within
     30 days after any Guarantor has actual knowledge thereof: (i) the
     occurrence or expected occurrence of any Reportable Event with respect to
     any Plan, or any withdrawal from, or the termination, Reorganization or
     Insolvency of any Multiemployer Plan or (ii) the institution of proceedings
     or the taking of any other action by the PBGC or such Guarantor, any
     Commonly Controlled Entity with respect to the termination of any Single
     Employer Plan; and

        (e)  a development or event which has had or would reasonably be
     expected to have a Material Adverse Effect.

Each notice pursuant to this subsection shall be accompanied by a statement of a
Responsible Officer setting forth details of the occurrence referred to therein
and stating what action the applicable Guarantor proposes to take with respect
thereto.

        10.8  Environmental Laws.

        (a)  Comply in all material respects with, and undertake all reasonable
     efforts to ensure compliance by all tenants and subtenants, if any, with,
     all Environmental Laws and obtain and comply in all material respects with
     and maintain, and undertake all reasonable efforts to ensure that all
     tenants and subtenants obtain and comply with and maintain, any and all
     licenses, approvals, registrations or permits required by Environmental
     Laws, and upon discovery of any non-compliance or suspected non-compliance,
     undertake all reasonable efforts to attain full compliance;

        (b)  Conduct and complete all investigations, studies, sampling and
     testing, and all remedial, removal and other actions required under
     Environmental Laws and promptly comply in all material respects with all
     lawful orders and directives of all Governmental Authorities respecting
     Environmental Laws, except to the extent that the failure to so conduct,
     complete or take such actions, or to comply with such orders and
     directives, would not in the aggregate reasonably be expected to have a
     Material Adverse Effect; and

        (c)  Defend, indemnify and hold harmless the Investors, the Lessor,
     the Agent and the Lenders, and their respective employees, agents, officers
     and directors, from and against any claims, demands, penalties, fines,
     liabilities, settlements, damages, costs and expenses of whatever kind or
     nature known or unknown, contingent or otherwise, arising out of, or in any
     way relating to the violation of or noncompliance with any

                                                                              14
<PAGE>

     Environmental Laws applicable to the real property owned or operated by any
     Guarantor or any Subsidiary of such Guarantor, or any orders, requirements
     or demands of Governmental Authorities related thereto, including, without
     limitation, reasonable attorney's and consultant's fees, investigation and
     laboratory fees, court costs and litigation expenses, except to the extent
     that any of the foregoing arise out of the gross negligence or willful
     misconduct of the party seeking indemnification therefor.

        (d)  Maintain a program to identify and promote substantial compliance
     with and to minimize prudently any liabilities or potential liabilities
     under any Environmental Law that may affect any Guarantor or any of its
     Qualified Subsidiaries.

        10.9  Subsequent Guarantees.  Each Guarantor shall cause each Qualified
Subsidiary (other than the TIDES Trust, HMS, MAC and Collicut) of such Guarantor
for which the aggregate value of all assets owned by such Qualified Subsidiary
is or becomes greater than $20,000,000, to execute an amendment to this
Guarantee, substantially in the form of Exhibit A hereto within one-year after
the later of (i) the date on which such Qualified Subsidiary becomes a
Subsidiary of such Guarantor and (ii) the date on which such Qualified
Subsidiary's assets attain an aggregate value in excess of $20,000,000;
provided, however, that if during such one-year period the aggregate value of
such Qualified Subsidiary's assets is or becomes $20,000,000 or less, such
Qualified Subsidiary shall not be required to become a party to this Guarantee.

        11.  Negative Covenants.  Each Guarantor hereby agrees that so long as
this Guarantee is in effect and until the Commitments have terminated and the
Guaranteed Obligations and all amounts owing hereunder are paid in full, the
Guarantor shall not, directly or indirectly:

        11.1  Financial Condition Covenants.  (a)  Maintenance of Consolidated
Indebtedness to Consolidated Capitalization.  Permit the ratio (expressed as a
percentage) of Consolidated Indebtedness to Consolidated Capitalization of
Holdings as at the end of any of Holdings' fiscal quarters to be greater than
 .65 to 1.0; provided that for purposes of calculating the numerator of the
foregoing ratio, Consolidated Indebtedness shall exclude seventy percent (70%)
of the Indebtedness in respect of the TIDES Debentures.

        (b)  Current Ratio.  Permit the Current Ratio of Holdings at the end
of any of Holdings' fiscal quarters to be less than 1.0 to 1.0.

        (c)  Consolidated Indebtedness to Consolidated Adjusted EBITDA.  Permit
the ratio of Consolidated Indebtedness of Holdings to Consolidated Adjusted
EBITDA for the four consecutive fiscal quarters of Holdings most recently ended
to be greater than 5.25 to 1.0; provided that for purposes of calculating the
numerator of the foregoing ratio, Consolidated Indebtedness of Holdings shall
exclude seventy percent (70%) of the Indebtedness in respect of the TIDES
Debentures.

        (d)  Consolidated Indebtedness to Consolidated EBITDA.  Permit the
ratio of Consolidated Indebtedness to Consolidated EBITDA of Holdings for the
four consecutive fiscal quarters of Holdings most recently ended ("Consolidated
Indebtedness Ratio") to be greater than 4.0 to 1.0; provided that for purposes
of calculating the numerator of the foregoing ratio, Consolidated Indebtedness
of Holdings shall exclude seventy percent (70%) of the Indebtedness in respect
of the TIDES Debentures.

                                                                              15
<PAGE>

        (e)  Interest Coverage Ratio.  Permit the ratio of Consolidated EBITDA
to Consolidated Interest Expense of Holdings for the period of four consecutive
fiscal quarters of Holdings most recently ended to be less than 2.5 to 1.0.;
provided that for purposes of calculating the foregoing ratio, Consolidated
Interest Expense of Holdings shall exclude any accrued but unpaid interest to
the TIDES or TIDES Debentures.

        11.2  Limitation on Indebtedness.  Create, incur, assume or suffer to
exist any Indebtedness, except:

        (a)  Indebtedness in respect of the loans, and other obligations of the
     Guarantors under the Corporate Credit Agreement and the other Loan
     Documents as defined in the Corporate Credit Agreement;

        (b)  Indebtedness of HCC to any of its Subsidiaries and of any such
     Subsidiary which is a Guarantor to HCC or any other Subsidiary of HCC;

        (c)  Indebtedness outstanding on the Initial Closing Date and listed on,
     Schedule 11.2 and all extensions, renewals, replacements, refinancings and
     modifications thereof permitted hereunder;

        (d)  Indebtedness of Holdings and any of its Subsidiaries in an
     aggregate amount not to exceed $10,000,000 at any time outstanding which is
     recourse only to the assets of HCC or any Subsidiaries acquired or financed
     with the proceeds of such Indebtedness;

        (e)  Indebtedness in respect of Financing Leases provided that, after
     giving effect thereto, subsection 11.7 is not contravened;

        (f)  Indebtedness in respect of Subordinated Debt, the terms and
     conditions of which have been approved in writing by the Required Lenders
     and Investors and all extensions, renewals, replacements, refinancings and
     modifications thereof permitted hereunder;

        (g)  Indebtedness of Unqualified Subsidiaries of Holdings; provided
     that any such Indebtedness is Non-Recourse Indebtedness;

        (h)  Indebtedness of a Person which becomes a Subsidiary after the date
     hereof in an aggregate principal amount not exceeding as to Holdings and
     its Subsidiaries $10,000,000 at any time outstanding, provided that (i)
     such indebtedness existed at the time such Person became a Subsidiary and
     was not created in anticipation thereof and (ii) immediately after giving
     effect to the acquisition of such Person by Holdings or any of its
     Subsidiaries no Default or Event of Default shall have occurred and be
     continuing;

        (i)  Indebtedness in respect of Equipment Lease Tranche A Loans; and

        (j)  Indebtedness not contemplated by clauses (a)-(i) above not
     exceeding $5,000,000 in the aggregate at any time outstanding.

        11.3  Limitation on Liens.  Create, incur, assume or suffer to exist
any Lien upon

                                                                              16
<PAGE>

any of its property, assets or revenues, whether now owned or hereafter
acquired, except for:

        (a)  Liens for taxes not yet due or which are being contested in good
     faith by appropriate proceedings, provided that adequate reserves with
     respect thereto are maintained on the books of Holdings or any Subsidiary
     of Holdings, as the case may be, in conformity with GAAP;

        (b)  carriers', warehousemen's, mechanics', materialmen's, repairmen's
     or other like Liens arising in the ordinary course of business which are
     not overdue for a period of more than 60 days or which are being contested
     in good faith by appropriate proceedings;

        (c)  pledges or deposits in connection with workers' compensation,
     unemployment insurance and other social security legislation and deposits
     securing liability to insurance carriers under insurance or self insurance
     arrangements;

        (d)  deposits to secure the performance of bids, trade contracts
     (other than for borrowed money), leases, statutory obligations, surety and
     appeal bonds, performance bonds and other obligations of a like nature
     incurred in the ordinary course of business;

        (e)  easements, rights-of-way, restrictions and other similar
     encumbrances incurred in the ordinary course of business which, in the
     aggregate, are not substantial in amount and which do not in any case
     materially detract from the value of the property subject thereto or
     materially interfere with the ordinary conduct of the business of Holdings
     or any of its Subsidiaries;

        (f)  leases or subleases granted to third Persons not interfering in any
     material respect with the business of Holdings or any of its Subsidiaries;

        (g)  Liens arising from UCC financing statements regarding leases
     permitted by this Agreement or the Equipment Leases;

        (h)  any interest or title of a lessor or sublessor under any lease
     permitted by the Corporate Credit Agreement or the Equipment Leases;

        (i)  Liens in favor of customs and revenue authorities arising as a
     matter of law to secure payment of custom duties in connection with the
     importation of goods so long as such Liens attach only to the imported
     goods;

        (j)  Liens arising out of consignment or similar arrangements for the
     sale of goods entered into by Holdings or any of its Subsidiaries in the
     ordinary course of business;

        (k)  Liens created pursuant to Financing Leases permitted pursuant to
     Section 11.2(e);

        (l)  Liens in existence on the Initial Closing Date listed on, Schedule
     11.3(l), securing Indebtedness permitted by subsection 11.2(c), provided
     that no such Lien is spread to cover any additional property after the
     Initial Closing Date and that the amount of Indebtedness secured thereby is
     not increased;

                                                                              17
<PAGE>

        (m)  Liens on (i) natural gas compressors and related equipment, and
     usual accessories and improvements and proceeds thereof (other than the
     Equipment), and (ii) oil and gas production equipment, in each case, the
     acquisition of which were financed with the proceeds of the Indebtedness
     permitted by subsection 11.2(e) and which secures only such Indebtedness,
     provided that any such Lien is placed upon such natural gas compressor or
     related equipment or such oil and gas production equipment at the time of
     the acquisition of such natural gas compressors or related equipment or
     such oil and gas production equipment by Holdings or any of its
     Subsidiaries and the Lien extends to no other property, and provided,
     further, that no such Lien is spread to cover any additional property after
     the date such Lien attaches and that the amount of Indebtedness secured
     thereby is not increased;

        (n)  Liens on assets of the Guarantors listed on Schedule 11.3(n),
     provided that no such Lien is spread to cover any additional property after
     the Initial Closing Date and that the amount of Indebtedness secured
     thereby is not increased;

        (o)  Liens on the assets of Unqualified Subsidiaries of Holdings
     securing Indebtedness of such Unqualified Subsidiaries permitted under
     Section 11.2(g);

        (p)  Liens securing Derivatives entered into by Holdings and its
     Subsidiaries which are permitted hereunder;

        (q)  Liens securing Indebtedness of Holdings or any Subsidiary
     permitted under subsection 11.2(d) so long as such Liens attach only to the
     assets acquired or financed pursuant to such subsection;

        (r)  Liens on the property or assets of a Person which becomes a
     Subsidiary after the date hereof securing Indebtedness permitted by
     subsection 11.2(h), provided that (i) such Liens existed at the time such
     Person became a Subsidiary and were not created in anticipation thereof,
     (ii) any such Lien is not spread to cover any property or assets of such
     Person after the time such Person becomes a Subsidiary, and (iii) the
     amount of Indebtedness secured thereby is not increased;

        (s)  Liens that arise in connection with the Equipment Lease
     Transactions;

        (t)  Liens listed on Schedule 11.3(t); and


        (u)  Liens not otherwise permitted in clauses (a)-(t) above securing
     Indebtedness not exceeding $2,500,000 in the aggregate.

        11.4  Limitation on Guarantee Obligations.  Create, incur, assume or
suffer to exist any Guarantee Obligation except:

        (a)  the Corporate Guarantees and the Equipment Lease Guarantees;

        (b)  up to $5,000,000 in the aggregate of Guarantee Obligations of HCC
     or any of its Subsidiaries in connection with indebtedness incurred by
     customers of HCC or any of its Subsidiaries; provided, that the proceeds of
     any such indebtedness shall be used by such customers to purchase natural
     gas compressors or oil and gas production equipment

                                                                              18
<PAGE>

     from HCC or any of its Subsidiaries;

        (c)  Guarantee Obligations (in respect of obligations not constituting
     Indebtedness) arising under agreements entered into by HCC or any of its
     Subsidiaries in the ordinary course of business;

        (d)  guarantees in respect of Indebtedness (other than Subordinated
     Debt) permitted under the Corporate Credit Agreement;

        (f)  Guarantee Obligations of Holdings and any of its Subsidiaries
     arising pursuant to the Equipment Lease Transactions;

        (g)  the Guarantee Obligations of HCC in the nature of a guarantee or
     in demnification for, in each case, performance obligations (and not
     Indebtedness) as contemplated by the HMS Transactions; and

        (h)  the Subordinated Guarantee Obligations of Holdings arising under
     the TIDES Guarantees.

        11.5  Limitations on Fundamental Changes.  Enter into any merger,
consolidation or amalgamation, or liquidate, wind up or dissolve itself (or
suffer any liquidation or dissolution), or convey, sell, lease, assign, transfer
or otherwise dispose of, all or substantially all of its property, business or
assets, or make any material change in its present method of conducting
business, except:

        (a)  any Qualified Subsidiary may be merged or consolidated with or
     into any other Qualified Subsidiary; provided, that a Qualified Subsidiary
     shall be the continuing or surviving corporation;

        (b)  Holdings or any Qualified Subsidiary may be merged or consolidated
     with any other Person organized under a jurisdiction of the United States
     with assets held primarily in the United States; provided, that Holdings or
     such Qualified Subsidiary shall be the continuing or surviving corporation;
     the Agent is provided with written notice, and after giving effect thereto
     no Default or Event of Default would exist or reasonably be expected to be
     caused thereby;

        (c)  any Qualified Subsidiary may sell, lease, assign, transfer or
     otherwise dispose of any or all of its assets to Holdings or any Qualified
     Subsidiary;

        (d)  any Unqualified Subsidiary may be merged or consolidated with or
     into any other Person and/or may sell, lease, assign, transfer or otherwise
     dispose of any of its assets (upon voluntary liquidation or otherwise) to
     any other Person provided that, if merged or consolidated with or into a
     Qualified Subsidiary, the Qualified Subsidiary will remain as a "Qualified
     Subsidiary" after the merger;

        (e)  pursuant to the Equipment Lease Transactions;

        (f)  the TIDES Trust may wind up or dissolve itself (or suffer a
     liquidation or dissolution), or convey, assign, transfer or otherwise
     dispose of, all or substantially all of

                                                                              19
<PAGE>

     its property, business or assets, as contemplated by the TIDES Declaration
     of Trust;

        (g)  any of the HMS Entities may wind up, dissolve (or suffer a
     liquidation or dissolution), or convey, assign, transfer or otherwise
     dispose of, all or substantially all of its property, business or assets;
     and

        (h)  HCC may merge with another Subsidiary of Holdings in connection
     with the Restructuring.

        11.6  Limitation on Sale or Lease of Assets.  Convey, sell, lease,
assign, transfer or otherwise dispose of any of its property, business or assets
(including, without limitation, receivables and leasehold interests), whether
now owned or hereafter acquired, except:

        (a)  obsolete or worn out property disposed of in the ordinary course of
     business, provided that the aggregate value of obsolete or worn out natural
     gas compressors and oil and gas production equipment disposed of in the
     ordinary course of business does not exceed $5,000,000 during any fiscal
     year of Holdings;

        (b)  the sale of inventory in the ordinary course of business, provided
     that if such inventory is comprised of natural gas compressors or oil and
     gas production equipment, such natural gas compressors or oil and gas
     production equipment were never part of the natural gas compressors or oil
     and gas production equipment leased or held for lease by HCC or any of its
     Subsidiaries;

        (c)  the lease or sublease by HCC or any of its Subsidiaries as lessor
     of natural gas compressors and oil and gas production equipment in the
     ordinary course of business under operating leases (which do not constitute
     Financing Leases);

        (d)  the sale or discount without recourse of defaulted accounts
     receivable arising in the ordinary course of business in connection with
     the compromise or collection thereof;

        (e)  as permitted by subsection 11.5;

        (f)  the sale of natural gas compressors and oil and gas production
     equipment, other than disposals and sales covered by clauses (a) and (b)
     above, provided that the fair market value of natural gas compressors and
     oil and gas production equipment sold during the term of this Agreement
     does not exceed ten percent of the aggregate fair market value of all
     natural gas compressors and oil and gas production equipment owned by HCC
     and its Qualified Subsidiaries; provided further that if the proceeds are
     reinvested in natural gas compressors or oil and gas production equipment
     to be owned by HCC or its Qualified Subsidiaries within nine months after
     the sale of the assets which produced such proceeds, such proceeds shall
     not be included for purposes of this covenant;

        (g)  the lease by the Real Estate Subsidiary or any other Qualified
     Subsidiary as lessor of real estate properties to HCC or any Qualified
     Subsidiary of HCC for use by HCC or such Qualified Subsidiary as the site
     of its offices and facilities;

                                                                              20
<PAGE>

        (h)  the sale of natural gas compressors to the Lessor in connection
     with the Equipment Lease Transactions; and

        (i)  the lease of assets as listed on Schedule 11.6(i).

        11.7  Limitation on Leases.  Permit Consolidated Lease Expense for any
fiscal year of Holdings to exceed $10,000,000.

        11.8  Limitation on Dividends.  Declare or pay any dividend (other than
dividends payable solely in common stock of such Person) on, or make any payment
on account of, or set apart assets for a sinking or other analogous fund for,
the purchase, redemption, defeasance, retirement or other acquisition of, any
shares of any class of Capital Stock of such Person or any warrants or options
to purchase any such Stock, whether now or hereafter outstanding, or make any
other distribution in respect thereof, either directly or indirectly, whether in
cash or property or in obligations of Holdings or any Subsidiary of Holdings,
except that if no Default or Event of Default exists or would reasonably be
expected to be caused thereby (i) Subsidiaries of Holdings may declare and pay
dividends to Holdings (to the extent necessary to pay interest on, or redeem,
the TIDES Debentures or to cover operating expenses of Holdings) and other
shareholders of such Subsidiaries and the TIDES Trust may redeem the TIDES as
contemplated by the TIDES Declaration of Trust, (ii) Holdings may repurchase or
redeem shares of Holdings common stock from its employees and former employees
so long as the aggregate amount of all such repurchases since the Closing Date
does not exceed $7,500,000, (iii) Holdings may make open market repurchases of
shares of Holdings common stock so long as the aggregate amount of all such
repurchases since the Closing Date does not exceed $25,000,000, (iv) Holdings
may declare or pay dividends on and make mandatory stock repurchases (pursuant
to the terms of the applicable certificate of designation) of its preferred
stock, if any, and (v) Holdings may declare or pay dividends on shares of
Holdings common stock, provided that the aggregate amount of such declarations
or payments pursuant to this clause (v) above does not exceed 25% of the
Consolidated Net Income of Holdings for the period (taken as one accounting
period) from the beginning of the first fiscal quarter commencing after the
Closing Date to the end of Holdings' most recently ended fiscal quarter for
which financial statements have been delivered to the Agent and the Lenders
pursuant to subsection 10.1 at or prior to the time of such declaration or
payment.

        11.9  Limitation on Derivatives.  Enter into or assume any obligations
with respect to any Derivatives except for Derivatives used by Holdings or any
of its Subsidiaries in reducing the interest rate risk exposure or foreign
currency risk exposure of Holdings and its Subsidiaries which have been provided
by a lender under the Corporate Credit Agreement or the Equipment Lease
Transactions; provided, that the aggregate notional amounts of such Derivatives
shall not exceed the aggregate amount of loans outstanding under the Corporate
Credit Agreement and the Equipment Lease Transactions.

        11.10  Limitation on Investments, Loans and Advances.  Make any
advance, loan, extension of credit or capital contribution to, or purchase any
stock, bonds, notes, debentures or other securities of or any assets
constituting a business unit of, or make any other investment in (all of the
foregoing being herein collectively referred to as "Investments"), any Person,
except:

        (a)  extensions of trade credit in the ordinary course of business;

                                                                              21
<PAGE>

        (b)  Investments in Cash Equivalents;

        (c)  loans and advances to employees of such Person or its Subsidiaries
     for travel, entertainment and relocation expenses in the ordinary course of
     business in an aggregate amount for Holdings and its Subsidiaries not to
     exceed $250,000 at any one time outstanding;

        (d)  Investments by Holdings in its Subsidiaries which are or become
     Guarantors and investments by such Subsidiaries which are or become
     Guarantors in Holdings and in other Subsidiaries of Holdings which are or
     become Guarantors;

        (e)  Investments by Holdings in the Real Estate Subsidiary in an
     aggregate amount not to exceed $5,000,000 plus amounts necessary to
     maintain and operate the real property and improvements thereon owned by
     the Real Estate Subsidiary;

        (f)  Investments in Unqualified Subsidiaries of Holdings not to exceed
     $20,000,000 in the aggregate;

        (g)  Investments constituting Permitted Business Acquisitions so long
     as, after giving effect to the consummation of the transactions
     contemplated by each Permitted Business Acquisition and the Loans, and the
     loans to be made and the Letters of Credit to be issued in connection with
     the Corporate Credit Agreement, the sum of (i) the cash and Cash
     Equivalents then held by Holdings and (ii) an amount equal to the
     difference between (A) the aggregate Commitments under the Corporate Credit
     Agreement, the aggregate Commitments and the aggregate Investor Commitments
     under the Equipment Lease Participation Agreements in effect at such time
     and (B) the Aggregate Outstanding Extensions of Credit under the Corporate
     Credit Agreement, the Available Commitments and the Available Investor
     Commitments under the Equipment Lease Participation Agreements at such
     time, equals at least $20,000,000;

        (h)  Investments or acquisitions by Holdings or its Subsidiaries in
     (i) up to 50% of the shares of capital stock, partnership interests, joint
     venture interests, limited liability company interests or other similar
     equity interests in, a Person (other than a Subsidiary), or (ii) loans or
     advances to a Person (other than a Subsidiary), provided that the aggregate
     amount of all such loans, advances, investments or acquisitions does not
     exceed $25,000,000 in any fiscal year;

        (i)  Loans to employees, officers and directors of Holdings and its
     Subsidiaries to acquire shares of capital stock of Holdings not to exceed
     $20,000,000; and

        (j)  the purchase by the TIDES Trust of the TIDES Debentures, as
     contemplated under the TIDES Declaration of Trust.

        11.11  Limitation on Optional Payments and Modifications of Debt
Instruments.
(i) Make any optional payment or prepayment on or redemption, purchase or
defeasance of any portion of the Shareholder Subordinated Debt,  (ii) make any
optional payment or prepayment in excess of $10,000,000 during any calendar year
on or redemption of any Indebtedness other than (a) redemptions of any portion
of the TIDES Debentures pursuant to the TIDES Indenture or redemptions of any
portion of the TIDES pursuant to the TIDES Declaration of Trust or (b) any

                                                                              22
<PAGE>

optional payment, prepayment or redemption of any Indebtedness pursuant to the
Corporate Credit Agreement, the Equipment Lease Credit Agreements or (iii)
amend, modify or change, or consent or agree to any amendment, modification or
change to any of the terms of any Indebtedness other than (a) any Indebtedness
pursuant to the Corporate Credit Agreement, the Equipment Lease Credit
Agreements or (b) any amendment, modification or change which would extend the
maturity or reduce the amount of any payment of principal thereof or which would
reduce the rate or extend the date for payment of interest thereon, or any
amendment or waiver which would render the terms of such Indebtedness less
restrictive.

        11.12  Transactions with Affiliates.  Except for transactions of a type
set forth on Schedule 11.12, enter into any transaction, including, without
limitation, any purchase, sale, lease or exchange of property or the rendering
of any service, with any Affiliate unless such transaction is otherwise
permitted under this Agreement, is in the ordinary course of Holdings' or such
Subsidiary's business and is upon fair and reasonable terms no less favorable to
Holdings or such Subsidiary, as the case may be, than it would obtain in a
comparable arm's length transaction with a Person not an Affiliate.

        11.13  Sale and Leaseback.  Except for the transactions of a type set
forth on Schedule 11.13, enter into any arrangement with any Person where
Holdings or any of the Subsidiaries of Holdings is the lessee of real or
personal property which has been or is to be sold or transferred by Holdings or
such Subsidiary to such Person or to any other Person to whom funds have been or
are to be advanced by such Person on the security of such property or rental
obligations of Holdings or such Subsidiary (any of such arrangements, a "Sale
and Leaseback Transaction"), except that (i) HCC and its Subsidiaries may enter
into Financing Leases as lessee for natural gas compressors and oil and gas
production equipment if after giving effect thereto subsection 11.2 is not
contravened and (ii) HCC may enter into Sale and Leaseback Transactions as
lessee for natural gas compressors in connection with the Equipment Lease
Transactions.

        11.14  Corporate Documents.  Amend its Certificate of Incorporation in
any way adverse to the interests of the Agent and the Lenders.

        11.15  Fiscal Year.  Permit the fiscal year of Holdings to end on a day
other than December 31.

        11.16  Nature of Business.  Engage in any business other than (a) the
leasing, maintenance, purchase, sale and operation of natural gas compressor
units and oil and gas production equipment, (b) the design, engineering and
fabrication of natural gas compressor units, (c) the design, engineering and
fabrication of oil and gas production equipment, (d) the provision of contract
compression and related services, (e) the provision of gas metering services as
contemplated under the HMS Transactions, and (f) any activities related thereto
which are consistent with past practice and conducted in the ordinary course of
business.

        11.17  Unqualified Subsidiaries.  Permit any Unqualified Subsidiary to
directly or indirectly own any assets (other than cash or Cash Equivalents
located in bank accounts at Chase) which are located in the United States of
America or any territory thereof.

        12.  Notices.  All notices, requests and demands to or upon the
respective
parties hereto to be effective shall be in writing (including by facsimile
transmission), and, unless

                                                                              23
<PAGE>

otherwise expressly provided herein, shall be deemed to have been duly given or
made (a) when delivered by hand, (b) one Business Day after delivery to a
nationally recognized courier service specifying overnight delivery, (c) three
Business Days after being deposited in the mail, certified or registered,
postage prepaid, or (d) in the case of facsimile notice, when sent and receipt
has been confirmed, addressed as follows:

        (a)  if to the Agent or any Lender, at its address or transmission
     number for notices provided in Section 9.2 of the Credit Agreement; and

        (b)  if to any Guarantor, at its address or transmission number for
     notices set forth on the signature page below.

        (c)  if to the Investors, at their address or transmission number for
     notices provided in Section 13.3 of the Participation Agreement.

        The Investors, Agent, each Lender and each Guarantor may change its
address and transmission numbers for notices by notice in the manner provided in
this Section 12.

        13.  Severability.  Any provision of this Guarantee which is prohibited
or unenforceable in any jurisdiction shall, as to such jurisdiction, be
ineffective to the extent of such prohibition or unenforceability without
invalidating the remaining provisions hereof, and any such prohibition or
unenforceability in any jurisdiction shall not invalidate or render
unenforceable such provision in any other jurisdiction.

        14.  Integration.  This Guarantee and the other Operative Agreements
represents the agreement of the Guarantors with respect to the subject matter
hereof and there are no promises or representations by the Investors, Agent, any
Lender or any Guarantor relative to the subject matter hereof not reflected
herein or in the other Operative Agreements.

        15.  Amendments in Writing; No Waiver; Cumulative Remedies (a) None of
the terms or provisions of this Guarantee may be waived, amended, supplemented
or otherwise modified except as provided in Section 9.1 of the Credit Agreement.

        (b)  Neither the Investors, Agent nor any Lender shall not by any act
(except by a written instrument pursuant to Section 15(a) hereof), delay,
indulgence, omission or otherwise be deemed to have waived any right or remedy
hereunder or to have acquiesced in any Default or Event of Default or in any
breach of any of the terms and conditions hereof. No failure to exercise, nor
any delay in exercising, on the part of the Investors, Agent or any Lender, any
right, power or privilege hereunder shall operate as a waiver thereof. No single
or partial exercise of any right, power or privilege hereunder shall preclude
any other or further exercise thereof or the exercise of any other right, power
or privilege. A waiver by both Investors, Agent or any Lender of any right or
remedy hereunder on any one occasion shall not be construed as a bar to any
right or remedy which the Investors, Agent or such Lender would otherwise have
on any future occasion.

        (c)  The rights and remedies herein provided are cumulative, may be
exercised singly or concurrently and are not exclusive of any other rights or
remedies provided by law.

        16.  Section Headings.  The section headings used in this Guarantee are
for

                                                                              24
<PAGE>

convenience of reference only and are not to affect the construction hereof or
be taken into consideration in the interpretation hereof.

        17.  Successors and Assigns.  This Guarantee shall be binding upon the
successors and assigns of the Guarantors and shall inure to the benefit of the
Investors, Agent and the Lenders and their successors and assigns.

        18.  SUBMISSION TO JURISDICTION; WAIVERS.  (a)  EACH GUARANTOR HEREBY
IRREVOCABLY AND UNCONDITIONALLY:

               (i)   SUBMITS FOR ITSELF AND ITS PROPERTY IN ANY LEGAL ACTION OR
     PROCEEDING RELATING TO THIS GUARANTEE AND THE OTHER OPERATIVE AGREEMENTS TO
     WHICH IT IS A PARTY, OR FOR RECOGNITION AND ENFORCEMENT OF ANY JUDGEMENT IN
     RESPECT THEREOF, TO THE NON-EXCLUSIVE GENERAL JURISDICTION OF THE COURTS OF
     THE STATE OF NEW YORK, THE COURTS OF THE UNITED STATES OF AMERICA FOR THE
     SOUTHERN DISTRICT OF NEW YORK, AND APPELLATE COURTS FROM ANY THEREOF;

               (ii)  CONSENTS THAT ANY SUCH ACTION OR PROCEEDING MAY BE BROUGHT
     IN SUCH COURTS AND WAIVES ANY OBJECTION THAT IT MAY NOW OR HEREAFTER HAVE
     TO THE VENUE OF ANY SUCH ACTION OR PROCEEDING IN ANY SUCH COURT OR THAT
     SUCH ACTION OR PROCEEDING WAS BROUGHT IN AN INCONVENIENT COURT AND AGREES
     NOT TO PLEAD OR CLAIM THE SAME;

               (iii) AGREES THAT SERVICE OF PROCESS IN ANY SUCH ACTION OR
     PROCEEDING MAY BE EFFECTED BY MAILING A COPY THEREOF BY REGISTERED OR
     CERTIFIED MAIL (OR ANY SUBSTANTIALLY SIMILAR FORM OF MAIL), POSTAGE
     PREPAID, TO SUCH PERSON AT ITS ADDRESS SET FORTH IN SECTION 12 OR AT SUCH
     OTHER ADDRESS OF WHICH THE AGENT SHALL HAVE BEEN NOTIFIED PURSUANT THERETO;

               (iv)  AGREES THAT NOTHING HEREIN SHALL AFFECT THE RIGHT TO EFFECT
     SERVICE OF PROCESS IN ANY OTHER MANNER PERMITTED BY LAW OR SHALL LIMIT THE
     RIGHT TO SUE IN ANY OTHER JURISDICTION; AND

               (v)   WAIVES, TO THE MAXIMUM EXTENT NOT PROHIBITED BY LAW, ANY
     RIGHT IT MAY HAVE TO CLAIM OR RECOVER IN ANY LEGAL ACTION OR PROCEEDING
     REFERRED TO IN THIS SUBSECTION ANY SPECIAL, EXEMPLARY, PUNITIVE, INDIRECT
     OR CONSEQUENTIAL DAMAGES.

        19.  GOVERNING LAW.  THIS GUARANTEE SHALL BE GOVERNED BY, AND CONSTRUED
AND INTERPRETED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK.

        20.  Survival of Representations, Warranties, etc.  All representations,

                                                                              25
<PAGE>

warranties, covenants and agreements made herein and in statements or
certificates delivered pursuant hereto shall survive any investigation or
inspection made by or on behalf of the Lessor and shall continue in full force
and effect until all of the obligations of the Guarantors under this Guaranty
shall be fully performed in accordance with the terms hereof, and until the
payment in full of all the Guaranteed Obligations, and until performance in full
of all obligations of HCC in accordance with the terms and provisions of such
agreements.

        21.  Authority of Agent.  Each Guarantor acknowledges that the rights
and responsibilities of the Agent under this Guarantee with respect to any
action taken by the Agent or the exercise or non-exercise by the Agent of any
option, right, request, judgment or other right or remedy provided for herein or
resulting or arising out of this Guarantee shall, as between the Investors,
Agent and the Lenders, be governed by the Credit Agreement and by such other
agreements with respect thereto as may exist from time to time among them, but,
as between the Agent and each Guarantor, the Agent shall be conclusively
presumed to be acting as agent for the Lenders with full and valid authority so
to act or refrain from acting, and no Guarantor shall be under any obligation,
or entitlement, to make any inquiry respecting such authority.

        22.  Third Party Beneficiaries.  Each Guarantor expressly acknowledges
and agrees that each Indemnified Person shall be a third party beneficiary of
this Guaranty.

        23.  Right of Contribution.  Each Guarantor hereby agrees that to the
extent that a Guarantor shall have paid more than its proportionate share of any
payment made hereunder, such Guarantor shall be entitled to seek and receive
contribution from and against any other Guarantor hereunder who has not paid its
proportionate share of such payment. Each Guarantor's right of contribution
shall be subject to the terms and conditions of Section 4 hereof. The provisions
of this Section shall in no respect limit the obligations and liabilities of any
Guarantor to Beneficiaries and each Guarantor shall remain liable to the
Beneficiaries for the full amount guaranteed by such Guarantor hereunder.

        24.  WAIVER OF JURY TRIAL.  THE GUARANTORS EACH HEREBY IRREVOCABLY AND
UNCONDITIONALLY WAIVE TRIAL BY JURY IN ANY LEGAL ACTION OR PROCEEDING RELATING
TO THIS GUARANTY AND FOR ANY COUNTERCLAIM THEREIN.

                                                                              26
<PAGE>

  IN WITNESS WHEREOF, the undersigned has caused this Guarantee to be duly
executed and delivered by its duly authorized officer as of the day and year
first above written.


                                    HANOVER COMPRESSOR COMPANY

                                    By:
                                         -----------------------------------
                                         Name:
                                         Title:



                                    HANOVER COMPRESSION INC.

                                    By:
                                        ------------------------------------
                                         Name:
                                         Title:

                                                                              27
<PAGE>

                                    HANOVER COMPRESSOR LIMITED
                                    HOLDINGS, LLC

                                    by Hanover General Holdings, Inc.,
                                    as sole member


                                    By:
                                        ------------------------------------
                                         Name:
                                         Title:
<PAGE>

                                    HANOVER MAINTECH LIMITED
                                    PARTNERSHIP

                                    by Hanover General Holdings, Inc.,
                                    as sole member


                                    By:
                                        ------------------------------------
                                         Name:
                                         Title:
<PAGE>

                                    HANOVER/SMITH LIMITED
                                    PARTNERSHIP


                                    by Hanover General Holdings, Inc.,
                                    as general partner


                                    By:
                                        ------------------------------------
                                         Name:
                                         Title:
<PAGE>

                                    HANOVER LAND LIMITED PARTNERSHIP


                                    by Hanover General Holdings, Inc.,
                                    general partner


                                    By:
                                        ------------------------------------
                                         Name:
                                         Title:




Address for Notices for all Guarantors:

12001 North Houston Rosslyn
Houston, Texas 77806
Attention: Chief Financial Officer
Telecopy: 281-477-0821



with a copy to:

Latham & Watkins
Sears Tower, Suite 5800
233 South Wacker Drive
Chicago, Illinois 60606
Attention: Richard S. Meller and Michael A. Pucker
Telecopy: 312-993-9767