<PAGE>

                                                                   EXHIBIT 10.43

                                                                  EXECUTION COPY

                                SECOND AMENDMENT

          SECOND AMENDMENT, dated as of July 27, 2001 (this "Amendment"), to (i)
the Guarantee (the "2000B Guarantee"), as defined in the Participation
Agreement, dated as of October 27, 2000 (as the same may have been, amended,
supplemented or otherwise modified from time to time, the "2000B Participation
Agreement"), among Hanover Compression Limited Partnership (formerly known as
Hanover Compression Inc, "HCC"), Hanover Equipment Trust 2000B, (the "2000B
Lessor"), Bank Hapoalim B.M. and FBTC Leasing Corp., as investors, the lenders
parties thereto (the "2000B Lenders") and The Chase Manhattan Bank, a New York
banking corporation, as the administrative agent for the 2000B Lenders (the
"Administrative Agent"), (ii) the Guarantee (the "2000A Guarantee"), as defined
in the Participation Agreement, dated as of March 13, 2000 (as the same may have
been, amended, supplemented or otherwise modified from time to time, the "2000A
Participation Agreement"), among HCC, Hanover Equipment Trust 2000A (the "2000A
Lessor"), First Union National Bank and Scotiabanc Inc., as investors, the
lenders parties thereto (the "2000A Lenders") and the Administrative Agent, as
agent for the 2000A Lenders, (iii) the Guarantee (the "1999 Guarantee"), as
defined in the Participation Agreement, dated as of June 15, 1999 (as the same
may have been, amended, supplemented or otherwise modified from time to time,
the "1999 Participation Agreement"), among HCC, Hanover Equipment Trust 1999A
(the "1999 Lessor"), Societe Generale Financial Corporation and FBTC Leasing
Corp., as investors, the lenders parties thereto (the "1999 Lenders") and the
Administrative Agent, as agent for the 1999 Lenders, (iv) the Guarantee (the
"1998 Guarantee"), as defined in the Participation Agreement, dated as of July
22, 1998 (as the same may have been, amended, supplemented or otherwise modified
from time to time, the "1998 Participation Agreement"), among HCC, Hanover
Equipment Trust 1998A (the "1998 Lessor"), Societe Generale Financial
Corporation, as investor, the lenders parties thereto (the "1998 Lenders") and
the Administrative Agent, as agent for the 1998 Lenders, and (v) the Credit
Agreement (as the same may have been, amended, supplemented or otherwise
modified from time to time, the "Senior Credit Agreement"), dated as of December
15, 1997, as amended and restated on March 13, 2000, among Hanover Compressor
Company ("Holdings"), HCC, the Administrative Agent and the lenders parties
thereto (the "Senior Credit Lenders"). The 2000B Participation Agreement, the
2000A Participation Agreement, the 1999 Participation Agreement and the 1998
Participation Agreement are collectively hereinafter referred to as the
"Participation Agreements". The 2000B Guarantee, the 2000A Guarantee, the 1999
Guarantee and the 1998 Guarantee are collectively hereinafter referred to as the
"Synthetic Guarantees".

                              W I T N E S S E T H:

          WHEREAS, Holdings and HCC have requested that the Administrative Agent
and the Required Lenders under each of the Synthetic Guarantees and the Senior
Credit Agreement amend certain of the provisions of each of the Synthetic
Guarantees and the Senior Credit Agreement; and

          WHEREAS, the Administrative Agent and the Required Lenders under each
of the Synthetic Guarantees and the Senior Credit Agreement are agreeable to the
requested amendments, but only on the terms and subject to the conditions set
forth herein;

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          NOW THEREFORE, in consideration of the premises herein contained and
for other good and valuable consideration, the receipt of which is hereby
acknowledged, the parties hereto hereby agree as follows:

          I.   Defined Terms. As used in this Amendment, terms defined in the
preamble hereof and the recitals hereto are used herein as so defined, terms
defined in any of the Participation Agreements, the Synthetic Guarantees and the
Senior Credit Agreement and not defined herein are used herein as therein
defined.

                   II.  Amendments to the Senior Credit Agreement, the Synthetic
Guarantees and Annex A of the Participation Agreements.

          1.   Amendments to Subsection 1.1 of the Senior Credit Agreement. (a)
Subsection 1.1 of the Senior Credit Agreement is hereby amended by adding the
following defined terms in proper alphabetical order;

                  "Consolidated Senior Indebtedness": at a particular date, as
      to any Person, Consolidated Indebtedness of such Person and its
      Subsidiaries other than (i) the aggregate principal amount of the 2001
      Senior Subordinated Bridge Loans, (ii) subordinated guarantees of the
      2001A Equipment Lease Securities, (iii) any New Subordinated Notes, (iv)
      any convertible notes of Holdings, (v) the TIDES Debentures (and any
      subordinated debt securities issued in connection with a structured equity
      financing similar to the TIDES) and (vi) any unsecured subordinated debt
      or any subordinated guarantees not included in clauses (i)-(v) above and
      otherwise permitted herein.

                  "Joint Venture": any Person in which Holdings or one or more
      Subsidiaries own equity interests representing 1% or more but 50% or less
      of the aggregate equity interests of such Person.

                  "New Convertible Notes": convertible notes to be offered and
      issued by Holdings in an aggregate principal amount not to exceed
      $150,000,000 which will not have any scheduled principal payments prior to
      2008 and which will have terms and conditions either (i) at least as
      favorable to the Lenders, Holdings and HCC as are contained in the 2008
      Notes or (ii) approved by the Required Lenders. The proceeds of the New
      Convertible Notes will be used first to repay the Seller Note, second to
      pay fees and expenses of issuance of the New Convertible Notes and third,
      for general corporate purposes.

                  "New Subordinated Notes": notes to be offered and issued by
      Holdings or HCC in an aggregate principal amount not to exceed
      $320,000,000 in a Rule 144A or other private placement on terms and
      conditions then customary for high-yield subordinated debt securities
      issued in a public offering or a Rule 144A offering.

                  "POC": the collective reference to Production Operators
      Corporation, a Delaware corporation, and its direct and indirect
      subsidiaries and in joint ventures in which it directly or indirectly owns
      an interest, which are being acquired by Holdings and its Subsidiaries.

                  "POC Acquisition": the acquisition by HCC of the capital stock
      of POC in accordance with subsection 8.10(k).

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                  "Seller Note": as defined in subsection 8.2(k).

                  "2001 Senior Subordinated Bridge Loans": as defined in
      subsection 8.2(l).

                  "2001A Equipment Lease Securities": as defined in the
      definition of "2001A Equipment Lease Transaction".

                  "2001A Equipment Lease Transaction": the synthetic off-balance
      sheet lease financing to be consummated in 2001 consisting of the
      following: (i) natural gas compressors owned by POC and/or by the 1998
      Lessor and presently leased to HCC having an aggregate value not to exceed
      $600,000,000 will be sold to a Lessor; (ii) HCC and/or POC will lease such
      natural gas compressors (and such lease will be deemed to be an Equipment
      Lease); (iii) the Lessor will enter into a participation agreement having
      terms and conditions satisfactory to the Administrative Agent with respect
      to the financing of its acquisition of such natural gas compressors (and
      such participation agreement will be deemed to be an Equipment Lease
      Participation Agreement); (iv) a portion (not to exceed $582,000,000) of
      the funding for the acquisition (representing up to 97% of the value of
      such compressors) will be financed by the issuance by the Lessor of its
      senior debt securities in a public offering or in a Rule 144A or other
      private placement (the "2001A Equipment Lease Securities") on terms and
      conditions satisfactory to the Administrative Agent (and such securities
      and the related Indenture will be deemed to be an Equipment Lease Credit
      Agreement); and (v) Holdings, HCC and their Subsidiaries that are
      Guarantors may guarantee the obligations of the Lessee under the Lease and
      certain other obligations in connection with the transaction described
      herein on terms and conditions satisfactory to the Administrative Agent
      (and such guarantee shall be deemed to be an Equipment Guarantee) (and the
      2001A Equipment Lease Transaction will be deemed to be an Equipment Lease
      Transaction).

                  "Unrestricted Subsidiary": (i) any Subsidiary of HCC that
      exists on July 27, 2001 and is so designated as an Unrestricted Subsidiary
      by HCC in writing to the Administrative Agent, (ii) any Subsidiary of HCC
      that at the time of determination shall be an Unrestricted Subsidiary (as
      designated by the Board of Directors of HCC, as provided below), and (iii)
      any Subsidiary of an Unrestricted Subsidiary. The Board of Directors may
      designate any Subsidiary of HCC (including any newly acquired or newly
      formed Subsidiary) to be an Unrestricted Subsidiary if all of the
      following conditions apply and continue to apply following such
      designation: (a) neither HCC nor any of its Subsidiaries (other than
      another Unrestricted Subsidiary) provides credit support for Indebtedness
      or other obligations of such Unrestricted Subsidiary (including any
      undertaking, agreement or instrument evidencing such Indebtedness or
      obligations) except as permitted by subsection 8.10 and (b) any Investment
      by HCC or the Restricted Subsidiaries in such Unrestricted Subsidiary made
      as a result of designating such subsidiary an Unrestricted Subsidiary
      shall not violate the provisions described under subsection 8.10 and such
      Unrestricted Subsidiary is not party to any agreement, contract,
      arrangement or understanding at such time with HCC or any other Subsidiary
      (other than another Unrestricted Subsidiary) of HCC unless the terms of
      any such agreement, contract, arrangement or understanding are no less
      favorable to HCC or such other Subsidiary than those that might be
      obtained at the time from Persons who are not Affiliates of HCC or, in the
      event such condition is not satisfied, the value of such agreement,
      contract, arrangement or understanding to such Unrestricted Subsidiary
      shall be deemed an Investment. Any such designation by the Board of
      Directors shall be

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         evidenced to the Administrative Agent by filing with the
         Administrative Agent a resolution of the Board of Directors of HCC
         giving effect to such designation and an officer's certificate
         certifying that such designation complies with the foregoing conditions
         and any Investment by HCC in such Unrestricted Subsidiary shall be
         deemed the making of an Investment on the date of designation in an
         amount equal to the greater of (1) the net book value of such
         Investment or (2) the fair market value of such Investment as
         determined in good faith by the Board of Directors (and evidenced by a
         resolution of the Board of Directors). The Board of Directors may
         designate any Unrestricted Subsidiary as a Subsidiary; provided (i)
         that, if such Unrestricted Subsidiary has any Indebtedness, immediately
         after giving effect to such designation, no Default or Event of Default
         would result, and (ii) that all Indebtedness of such Subsidiary shall
         be deemed to be incurred on the date such Unrestricted Subsidiary
         becomes a Subsidiary. Unrestricted Subsidiaries shall be deemed to be
         Affiliates of Holdings, HCC and their Subsidiaries. Any Subsidiary of
         an Unrestricted Subsidiary shall also be deemed to be an Unrestricted
         Subsidiary. Any Subsidiary of Holdings that is not an Unrestricted
         Subsidiary shall be a "Restricted Subsidiary".

          (b)  Subsection 1.1 of the Senior Credit Agreement is hereby
amended by deleting therefrom the definitions of the following defined terms and
substituting in place thereof the following new definitions:

                  "Commitment": as to any Lender, the obligation of such Lender
      to make Loans to and/or issue or participate in Letters of Credit issued
      on behalf of HCC hereunder in an aggregate principal and/or stated amount
      at any one time outstanding not to exceed the amount set forth opposite
           such Lender's name on Schedule 1.1A, as such amount may be reduced or
      increased from time to time in accordance with the terms of this
      Agreement; collectively, as to all of the Lenders, the "Commitments".

                  "L/C Commitment": $75,000,000.

          2.   Amendment to Subsection 1.1 of the Senior Credit Agreement and
Annex A of the Participation Agreements. (a) Subsection 1.1 of the Senior Credit
Agreement and Annex A of each of the Participation Agreements is hereby amended
by deleting therefrom the following defined terms and substituting in place
thereof the following new definitions:

                  "Consolidated EBITDA": for any period, with respect to any
      Person, the sum of, without duplication, (a) Consolidated Earnings Before
      Interest and Taxes for such Person for such period plus (b) all amounts
      attributable to depreciation and amortization, determined in accordance
      with GAAP (to the extent such amounts have been deducted in determining
      Consolidated Earnings Before Interest and Taxes for such period) plus (c)
      all amounts classified as extraordinary charges for such period (to the
      extent such amounts have been deducted in determining Consolidated
      Earnings Before Interest and Taxes for such period) plus (d) cash
      dividends received by Holdings or any Restricted Subsidiary from any Joint
      Venture or Unrestricted Subsidiary minus (e) all amounts classified as
      extraordinary income for such period (to the extent such amounts have been
      included in determining Consolidated Earnings Before Interest and Taxes
      for such period); provided that, if during such period such Person shall
      have made a Material Acquisition, Consolidated EBITDA for such period
      shall be calculated after giving pro forma effect to such Material
      Acquisition as if such Material Acquisition had occurred on the first day
      of such period; provided further that, the foregoing proviso shall have
      effect only if the

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      Agent has been furnished with unaudited, or, if available, audited,
      consolidated financial statements of the acquired property for such
      period, such financial statements to include the balance sheet and
      statements of income and cash flows reflecting the historical performance
      of the acquired property for such period to the extent applicable. As used
      in this definition, "Material Acquisition" means any acquisition of
      property or series of related acquisitions of property that (a)
      constitutes assets or constitutes all or substantially all of the equity
      interests of a Person and (b) involves the payment of consideration of at
      least $15,000,000. In calculating Consolidated EBITDA, the financial
      performance of Joint Ventures and Unrestricted Subsidiaries shall be
      disregarded except as provided in clause (d) above.

                  "Consolidated Indebtedness": at a particular date, as to any
     Person, the sum of (without duplication) (a) all Indebtedness of such
     Person and its Subsidiaries determined on a consolidated basis in
     accordance with GAAP, excluding (i) Indebtedness in respect of Financing
     Leases, and (ii) the Seller Note plus the principal amount of any
     additional notes issued in payment of interest thereon plus (b)(i)
     Guarantee Obligations of Holdings and its Subsidiaries in respect of
     obligations of Joint Ventures and Unrestricted Subsidiaries, (ii) the
     Equipment Lease Tranche A Loans and (iii) the Tranche A Portion of the
     2001A Equipment Lease Transaction.

                  "Subsidiary": as to any Person, a corporation, partnership or
     other entity of which shares of stock or other ownership interests having
     ordinary voting power (other than stock or such other ownership interests
     having such power only by reason of the happening of a contingency) to
     elect a majority of the board of directors or other managers of such
     corporation, partnership or other entity are at the time owned, or the
     management of which is otherwise controlled, directly or indirectly through
     one or more intermediaries, or both, by such Person. Unless otherwise
     qualified (i) all references to a "Subsidiary" or to "Subsidiaries" in this
     Agreement shall refer to a Subsidiary or Subsidiaries of Holdings and (ii)
     all references to a "Subsidiary" or to "Subsidiaries" in this Agreement
     shall exclude Unrestricted Subsidiaries unless Unrestricted Subsidiaries
     are expressly included.

                  "Tranche A Portion of the 2001A Equipment Lease Transaction"
     shall mean the product of (i) the "Tranche A Percentage" determined for
     purposes of, and prior to closing of, the 2001A Equipment Lease Transaction
     (which is currently expected to be approximately 82-87%) and (ii) the
     aggregate outstanding principal amount of the 2001A Equipment Lease
     Securities plus the aggregate outstanding principal amount of the equity
     financing for the 2001A Equipment Lease Transaction.

          (b) Subsection 1.1 of the Senior Credit Agreement and Annex A of each
     of the Participation Agreements is hereby further amended by adding the
     following new sentence at the end of the definition for "Indebtedness":

                  For purposes of clarification, the obligations with respect to
          the Equipment Leases shall not be deemed to constitute Indebtedness
          under the preceding clause (d) solely by virtue of the grant by HCC
          thereunder of a Lien and its interest in the Equipment subject to such
          Equipment Lease to secure HCC's and the Guarantor's obligations in
          connection therewith.

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          3.   Amendments to Subsection 1(b) of each of the Synthetic
Guarantees. Subsection 1(b) of each of the Synthetic Guarantees is hereby
amended by adding the following defined terms in proper alphabetical order:

                  "Consolidated Senior Indebtedness": at a particular date, as
      to any Person, Consolidated Indebtedness of such Person and its
      Subsidiaries other than (i) the aggregate principal amount of the 2001
      Senior Subordinated Bridge Loans, (ii) subordinated guarantees of the
      2001A Equipment Lease Securities, (iii) any New Subordinated Notes, (iv)
      any convertible notes of Holdings, (v) the TIDES Debentures (and any
      subordinated debt securities issued in connection with a structured equity
      financing similar to the TIDES) and (vi) any unsecured subordinated debt
      or any subordinated guarantees not included in clauses (i)-(v) above and
      otherwise permitted herein.

                  "Guarantee Obligations": shall have the meaning set forth in
      subsection 1.1 of the Corporate Credit Agreement.

                  "Joint Venture": any Person in which Holdings or one or more
      Subsidiaries own equity interests representing 1% or more but 50% or less
      of the aggregate equity interests of such Person.

                  "New Convertible Notes": convertible notes to be offered and
      issued by Holdings in an aggregate principal amount not to exceed
      $150,000,000 which will not have any scheduled principal payments prior to
      2008 and which will have terms and conditions either (i) at least as
      favorable to the Lenders, Holdings and HCC as are contained in the 2008
      Notes or (ii) approved by the Required Lenders. The proceeds of the New
      Convertible Notes will be used first, to repay the Seller Note, second to
      pay fees and expenses of issuance of the New Convertible Notes and third,
      for general corporate purposes.

                  "New Subordinated Notes": notes to be offered and issued by
      Holdings or HCC in an aggregate principal amount not to exceed
      $320,000,000 in a Rule 144A or other private placement on terms and
      conditions then customary for high-yield subordinated debt securities
      issued in a public offering or a Rule 144A offering.

                  "POC": the collective reference to Production Operators
      Corporation, a Delaware corporation, and its direct and indirect
      subsidiaries and joint ventures in which it directly or indirectly owns an
      interest, which are being acquired by Holdings and its Subsidiaries.

                  "POC Acquisition": the acquisition by HCC of the capital stock
      of POC in accordance with subsection 11.10(k).

                  "Seller Note": as defined in subsection 11.2(k).

                  "2001 Senior Subordinated Bridge Loans": as defined in
      subsection 11.2(l)

                  "2001A Equipment Lease Securities": as defined in the
      definition of "2001A Equipment Lease Transaction".

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                  "2001A Equipment Lease Transaction": the synthetic off-balance
      sheet lease financing to be consummated in 2001 consisting of the
      following; (i) natural gas compressors owned by POC and/or by the 1998
      Lessor and presently leased to HCC having an aggregate value not to exceed
      $600,000,000 will be sold to a Lessor, (ii) HCC and/or POC will lease such
      natural gas compressors (and such lease will be deemed to be an Equipment
      Lease); (iii) the Lessor will enter into a participation agreement having
      terms and conditions satisfactory to the Administrative Agent with respect
      to the financing of its acquisition of such natural gas compressors (and
      such participation agreement will be deemed to be an Equipment Lease
      Participation Agreement); (iv) a portion (not to exceed $582,000,000) of
      the funding for the acquisition (representing up to 97% of the value of
      such compressors) will be financed by the issuance by the Lessor of its
      senior debt securities in a public offering or in a Rule 144A or other
      private placement (the "2001A Equipment Lease Securities") on terms and
      conditions satisfactory to the Administrative Agent (and such securities
      and the related Indenture will be deemed to be an Equipment Lease Credit
      Agreement); and (v) Holdings, HCC and their Subsidiaries that are
      Guarantors may guarantee the obligations of the Lessee under the Lease and
      certain other obligations in connection with the transaction described
      herein on terms and conditions satisfactory to the Administrative Agent
      (and such guarantee shall be deemed to be an Equipment Guarantee) (and the
      2001A Equipment Lease Transaction will be deemed to be an Equipment Lease
      Transaction).

                  "Unrestricted Subsidiary": (i) any Subsidiary of HCC that
      exists on July 27, 2001 and is so designated as an Unrestricted Subsidiary
      by HCC in writing to the Administrative Agent, (ii) any Subsidiary of HCC
      that at the time of determination shall be an Unrestricted Subsidiary (as
      designated by the Board of Directors of HCC, as provided below), and (iii)
      any Subsidiary of an Unrestricted Subsidiary. The Board of Directors may
      designate any Subsidiary of HCC (including any newly acquired or newly
      formed Subsidiary) to be an Unrestricted Subsidiary if all of the
      following conditions apply and continue to apply following such
      designation: (a) neither HCC nor any of its Subsidiaries (other than
      another Unrestricted Subsidiary) provides credit support for Indebtedness
      or other obligations of such Unrestricted Subsidiary (including any
      undertaking, agreement or instrument evidencing such Indebtedness or
      obligations) except as permitted by subsection 11.10 and (b) any
      Investment by HCC or the Restricted Subsidiaries in such Unrestricted
      Subsidiary made as a result of designating such subsidiary an Unrestricted
      Subsidiary shall not violate the provisions described under subsection
      11.10 and such Unrestricted Subsidiary is not party to any agreement,
      contract, arrangement or understanding at such time with HCC or any other
      Subsidiary (other than another Unrestricted Subsidiary) of HCC unless the
      terms of any such agreement, contract, arrangement or understanding are no
      less favorable to HCC or such other Subsidiary than those that might be
      obtained at the time from Persons who are not Affiliates of HCC or, in the
      event such condition is not satisfied, the value of such agreement,
      contract, arrangement or understanding to such Unrestricted Subsidiary
      shall be deemed an Investment. Any such designation by the Board of
      Directors shall be evidenced to the Administrative Agent by filing with
      the Administrative Agent a resolution of the Board of Directors of HCC
      giving effect to such designation and an officer's certificate certifying
      that such designation complies with the foregoing conditions and any
      Investment by HCC in such Unrestricted Subsidiary shall be deemed the
      making of an Investment on the date of designation in an amount equal to
      the greater of (1) the net book value of such Investment or (2) the fair
      market value of such

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      Investment as determined in good faith by the Board of Directors (and
      evidenced by a resolution of the Board of Directors). The Board of
      Directors may designate any Unrestricted Subsidiary as a Subsidiary;
      provided (i) that, if such Unrestricted Subsidiary has any Indebtedness,
      immediately after giving effect to such designation, no Default or Event
      of Default would result, and (ii) that all Indebtedness of such Subsidiary
      shall be deemed to be incurred on the date such Unrestricted Subsidiary
      becomes a Subsidiary. Unrestricted Subsidiaries shall be deemed to be
      Affiliates of Holdings, HCC and their Subsidiaries. Any Subsidiary of an
      Unrestricted Subsidiary shall also be deemed to be an Unrestricted
      Subsidiary. Any Subsidiary of Holdings that is not an Unrestricted
      Subsidiary shall be a "Restricted Subsidiary".

          4.   Amendment to Section 2 of the Senior Credit Agreement. Section 2
of the Senior Credit Agreement is amended by adding the following new subsection
2.3:

               2.3 Increase of Commitments. (a) HCC shall have the right to
          increase the Commitments from time to time pursuant to this subsection
          2.3 by up to $200,000,000 in the aggregate as long as no Default or
          Event of Default has occurred and is continuing. In the event that HCC
          wishes to increase the aggregate Commitments at any time, it shall
          notify the Administrative Agent in writing of the amount (the "Offered
          Increase Amount") of such proposed increase (such notice, a
          "Commitment Increase Notice"); provided that the aggregate amount of
          any such increase in Commitments shall be at least $10,000,000. HCC
          may, at its election, (i) offer one or more of the Lenders the
          opportunity to participate in all or a portion of the Offered Increase
          Amount pursuant to paragraph (c) below and/or (ii) with the consent of
          the Administrative Agent (which consent shall not be unreasonably
          withheld), offer one or more additional banks, financial institutions
          or other entities the opportunity to participate in all or a portion
          of the Offered Increase Amount pursuant to paragraph (b) below. Each
          Commitment Increase Notice shall specify which Lenders and/or banks,
          financial institutions or other entities HCC desires to participate in
          such Commitment increase. HCC or, if requested by HCC, the
          Administrative Agent, will notify such Lenders and/or banks, financial
          institutions or other entities of such offer.

               (b) Any additional bank, financial institution or other entity
          which HCC selects to offer participation in the increased Commitments
          and which elects to become a party to this Agreement and provide a
          Commitment in an amount so offered and accepted by it pursuant to
          subsection 2.3(a)(ii) shall execute a New Lender Supplement (in the
          form specified by the Administrative Agent) with HCC and the
          Administrative Agent, whereupon such bank, financial institution or
          other entity (herein called a "New Lender") shall become a Lender for
          all purposes and to the same extent as if originally a party hereto
          and shall be bound by and entitled to the benefits of this Agreement,
          and Schedule 1.1A shall be deemed to be amended to add the name and
          Commitment of such New Lender, provided that the Commitment of any
          such new Lender shall be in an amount not less than $5,000,000,
          provided further that on the effective date of such New Lender
          Supplement, there shall be no outstanding Eurodollar Loans hereunder
          or, if any Eurodollar Loans would be outstanding on the effective date
          of any such New Lender

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          Supplement, HCC shall either (x) convert such Eurodollar Loans to ABR
          Loans, or (y) prepay, in accordance with the provisions of Section
          3,4, such Eurodollar Loans immediately prior to such New Lender
          Supplement becoming effective (subject, in either case, to the payment
          provisions hereof).

               (c) Any Lender which accepts an offer to it by HCC to increase
          its Commitment pursuant to subsection 2.3(a)(ii) shall, in each case,
          execute a Commitment Increase Supplement (in the form specified by the
          Administrative Agent) with HCC and the Administrative Agent whereupon
          such Lender shall be bound by and entitled to the benefits of this
          Agreement with respect to the full amount of its Commitment as so
          increased, and Schedule 1.1A shall be deemed to be amended to so
          increase the Commitment of such Lender.

               (d) Notwithstanding anything to the contrary in this subsection
          2.3(i) in no event shall any transaction effected pursuant to this
          subsection 2.3 cause the aggregate Commitments hereunder to exceed
          $400,000,000 and (ii) no Lender shall have any obligation to increase
          its Commitment unless it agrees to do so in its sole discretion.

          5.   Amendment to Subsection 3.13 of the Senior Credit Agreement.
Subsection 3.13 of the Senior Credit Agreement is hereby amendment by inserting
the phrase "conversion of or" immediately before the phrase "the making of" in
clause (d).

          6.   Amendment to Subsection 4.1 of the Senior Credit Agreement.
Subsection 4.1 of the Senior Credit Agreement is hereby amended by deleting
paragraph (b)(ii) of such subsection in its entirety and inserting in lieu
thereof the following:

                    (ii) expire at or prior to the close of business on the date
                    that is five Business Days prior to the Termination Date.

          7.   Amendment to Subsection 5.1 of the Senior Credit Agreement and
Subsection 9.1 of the 2000B Guarantee. (a) Subsection 5.1 of the Senior Credit
Agreement is hereby amended by deleting such subsection 5.1 in its entirety and
inserting in lieu thereof the following:

                         5.1 Financial Condition. (a) The unaudited pro forma
               consolidated balance sheet of Holdings and its consolidated
               Subsidiaries as at March 31, 2001 (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 POC
               Acquisition. The Pro Forma Balance Sheet has been prepared based
               on the best information available to Holdings as of the date of
               delivery thereof, and presents fairly in all material respects on
               a pro forma basis the estimated financial position of Holdings
               and its consolidated Subsidiaries as at March 31, 2001, assuming
               that the events specified in the preceding sentence had actually
               occurred at such date.

                         (b) The audited consolidated balance sheets of HCC and
               Production Operators Corporation as at December 31, 1999 and
               December 31, 2000, and

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               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 conditions of HCC and Production Operators Corporation,
               respectively, as at such date, and the consolidated results of
               their respective operations and their respective consolidated
               cash flows for the respective fiscal years then ended. The
               unaudited consolidated balance sheet of HCC and Production
               Operators Corporation as at March 31, 2001, and the related
               unaudited consolidated statements of income and cash flows for
               the three-month period ended on such date, present fairly in all
               material respects the consolidated financial conditions of HCC
               and Production Operators Corporation, respectively, as at such
               date, and the consolidated results of their respective operations
               and their respective consolidated cash flows for the three-month
               period 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 April 1, 2001 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).
               Notwithstanding the foregoing, all representations and warranties
               in this subsection 5.1 with respect to POC and its financial
               statements are made to the knowledge of HCC.

          (b)  Subsection 9.1 of the 2000B Guarantee is hereby amended by
deleting such Subsection 9.1 in its entirety and inserting in lieu thereof the
following:

                    9.1 Financial Condition. (a) The unaudited pro forma
               consolidated balance sheet of Holdings and its consolidated
               Subsidiaries as at March 31, 2001 (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 POC
               Acquisition. The Pro Forma Balance Sheet has been prepared based
               on the best information available to Holdings as of the date of
               delivery thereof, and presents fairly in all material respects on
               a pro forma basis the estimated financial position of Holdings
               and its consolidated Subsidiaries as at March 31, 2001, assuming
               that the events specified in the preceding sentence had actually
               occurred at such date.

                    (b) The audited consolidated balance sheets of Holdings and
               Production Operators Corporation as at December 31, 1999 and
               December 31, 2000, 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

<PAGE>

                                                                              11

               unqualified report from PricewaterhouseCoopers LLP, present
               fairly in all material respects the consolidated financial
               conditions of Holdings and Production Operators Corporation,
               respectively, as at such date, and the consolidated results of
               their respective operations and their respective consolidated
               cash flows for the respective fiscal years then ended. The
               unaudited consolidated balance sheet of Holdings and Production
               Operators Corporation as at March 31, 2001, and the related
               unaudited consolidated statements of income and cash flows for
               the three-month period ended on such date, present fairly in all
               material respects the consolidated financial conditions of
               Holdings and Production Operators Corporation, respectively, as
               at such date, and the consolidated results of their respective
               operations and their respective consolidated cash flows for the
               three-month period 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 April
               1, 2001 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).
               Notwithstanding the foregoing, all representations and warranties
               in this subsection 9.1 with respect to Production Operators
               Corporation and its financial statements are made to the
               knowledge of Holdings.

          8.   Amendment to Subsection 5.2 of the Senior Credit Agreement.
Subsection 5.2 of the Senior Credit Agreement is hereby amended by deleting the
phrase "September 30, 1999" where it appears in the first sentence and inserting
in lieu thereof the phrase "March 31, 2001".

          9.   Amendment to Subsection 9.2 of the 2000B Guarantee. Subsection
9.2 of the 2000B Guarantee is hereby amended by deleting the phrase "June 30,
2000" where it appears in the first sentence and inserting in lieu thereof the
phrase "March 31, 2001".

          10.  Amendment to Subsection 5.14 of the Senior Credit Agreement and
Subsection 9.14 of each of the Synthetic Guarantees. (a) Subsection 5.14 of the
Senior Credit Agreement is hereby amended by deleting the phrase "As of the
Closing Date" and inserting in lieu thereof the phrase "Immediately after giving
effect to the POC Acquisition,".

          (b)  Subsection 9.14 of each of the Synthetic Guarantees is hereby
amended by deleting the phrase "As of the Initial Closing Date" and inserting in
lieu thereof the phrase "Immediately after giving effect to the POC
Acquisition,".

          11.  Deletion of Subsection 5.18 of the Senior Credit Agreement.
Subsection 5.18 of the Senior Credit Agreement is hereby deleted its entirety
and the following is substituted therefore: "5.18 [INTENTIONALLY OMITTED]".

<PAGE>

                                                                              12

          12.  Amendment of Subsection 5.19 of the Senior Credit Agreement and
Subsection 9.18 of the 2000B Guarantee. (a) Subsection 5.19 of the Senior Credit
Agreement is hereby amended by adding the following at the end thereof:

                    The obligations of Holdings under the Holdings Guarantee
                    constitute "Senior Indebtedness" or "Senior Debt" under the
                    (i) if applicable, terms of the Seller Note, (ii) if
                    applicable, under the documentation relating to the 2001
                    Senior Subordinated Bridge Loans or the New Subordinated
                    Notes and (iii) if applicable, the documentation for the
                    2001A Equipment Lease Transaction. The Obligations of HCC
                    constitute "Senior Indebtedness" or "Guarantor Senior
                    Indebtedness" (i) if applicable, under the documentation
                    relating to the 2001 Senior Subordinated Bridge Loans or the
                    New Subordinated Notes and (ii) if applicable, under the
                    documentation for the 2001A Equipment Lease Transaction. The
                    obligations of each Subsidiary under the Guarantees
                    constitute "Guarantor Senior Indebtedness" under the
                    documentation relating to the 2001A Equipment Lease
                    Transaction (if applicable), under the documentation
                    relating to the 2001A Senior Subordinated Bridge Loans (if
                    applicable), and under the documentation relating to the New
                    Subordinated Notes (if applicable).

               (b) Subsection 9.18 of the 2000B Guarantee is hereby amended by
        adding the following at the end thereof:

                    The obligations of Holdings under the Guarantee constitute
                    "Senior Indebtedness" or "Senior Debt" under the (i) if
                    applicable, terms of the Seller Note, (ii) if applicable,
                    under the documentation relating to the 2001 Senior
                    Subordinated Bridge Loans or the New Subordinated Notes and
                    (iii) if applicable, the documentation for the 2001A
                    Equipment Lease Transaction. The obligations of HCC under
                    the Guarantee constitute "Senior Indebtedness" or "Guarantor
                    Senior Indebtedness" (i) if applicable, under the
                    documentation relating to the 2001 Senior Subordinated
                    Bridge Loans or the New Subordinated Notes and (ii) if
                    applicable, under the documentation for the 2001A Equipment
                    Lease Transaction. The obligations of each Subsidiary under
                    the Guarantee constitute "Senior Indebtedness" or "Guarantor
                    Senior Indebtedness" under the documentation relating to the
                    2001A Equipment Lease Transaction (if applicable), the
                    documentation relating to the 2001A Senior Subordinated
                    Bridge Loans (if applicable) and the documentation relating
                    to the New Subordinated Notes (if applicable).

          13.  Amendment of Subsection 8.1 of the Senior Credit Agreement and
Subsection 11.1 of each of the Synthetic Guarantees. (a) Subsection 8.1 of the
Senior Credit Agreement is hereby amended by inserting after paragraph (e) the
following new paragraph:

                         (f) Consolidated Senior Indebtedness to Consolidated
                    EBITDA. Permit the ratio of Consolidated Senior Indebtedness
                    to Consolidated EBITDA of Holdings for the four consecutive
                    fiscal quarters of Holdings

<PAGE>

                                                                              13

                    most recently ended ("Consolidated Senior Indebtedness
                    Ratio") to be greater than 3.0 to 1.0.

               (b)  Subsection 11.1 of each of the Synthetic Guarantees is
hereby amended by inserting after paragraph (e) the following new paragraph:

                         (f) Consolidated Senior Indebtedness to Consolidated
                    EBITDA. Permit the ratio of Consolidated Senior Indebtedness
                    to Consolidated EBITDA of Holdings for the four consecutive
                    fiscal quarters of Holdings most recently ended
                    ("Consolidated Senior Indebtedness Ratio") to be greater
                    than 3.0 to 1.0.

          14.  Amendment of Subsection 8.1(c) of the Senior Credit Agreement
and Subsection 11.1(c) of each of the Synthetic Guarantees. (a) Subsection
8.1(c) of the Senior Credit Agreement is hereby amended by deleting such
subsection 8.1(c) in its entirety and inserting in lieu thereof the following:

                         (c) Consolidated Senior Indebtedness to Consolidated
                    Adjusted EBITDA. Permit the ratio of Consolidated Senior
                    Indebtedness of Holdings to Consolidated Adjusted EBITDA for
                    the four consecutive fiscal quarters of Holdings most
                    recently ended to be greater than 4.0 to 1.0.

               (b) Subsection 11.1(c) of each of the Synthetic Guarantees is
hereby amended by deleting such Subsection 11.1(c) in its entirety and
inserting in lieu thereof the following:

                         (c) Consolidated Senior Indebtedness to Consolidated
                    Adjusted EBITDA. Permit the ratio of Consolidated Senior
                    Indebtedness of Holdings to Consolidated Adjusted EBITDA for
                    the four consecutive fiscal quarters of Holdings most
                    recently ended to be greater than 4.0 to 1.0.

          15.  Amendment of Subsection 8.1(d) of the Senior Credit Agreement
and Subsection 11.1(d) of each of the Synthetic Guarantees. Each of subsection
8.l(d) of the Senior Credit Agreement and subsection 11.1(d) of each of the
Synthetic Guarantees is hereby amended by (i) deleting the number "4.0" where it
appears in such subsection 8.l(d) of the Senior Credit Agreement and subsection
11.1(c) and (ii) inserting in lieu thereof the number "4.5".

          16.  Amendment of Subsection 8.2 of the Senior Credit Agreement
and Subsection 11.2 of each of the Synthetic Guarantees. (a)(i) Subsection 8.2
of the Senior Credit Agreement is hereby amended by (i) deleting from paragraph
(c) the phrase "Closing Date" and substituting therefor the phrase "date of
consummation of the POC Acquisition" and (ii) subsection 11.2 of each of the
Synthetic Guarantees is hereby amended by (i) deleting from paragraph (c) the
phrase "Initial Closing Date" and substituting therefor the phrase "date of
consummation of the POC Acquisition".

               (b) Each of subsection 8.2 of the Senior Credit Agreement and
subsection 11.2 of each of the Synthetic Guarantees is hereby further amended by
deleting paragraph (d) in its entirety therefrom and substituting in place
thereof the following:

<PAGE>

                                                                              14

               (d) [INTENTIONALLY OMITTED];

          (c)(i) Subsection 8.2 of the Senior Credit Agreement is hereby further
amended by deleting paragraph (k) in its entirety and inserting the following
new paragraphs:

               (k)  Indebtedness of Holdings evidenced by a subordinated
          promissory note issued by Holdings in a principal amount not to exceed
          $150,000,000 plus the principal amount of any additional notes issued
          in payment of interest thereon (plus, in each case, the amount of all
          accrued and unpaid interest thereon which is added to the principal
          amount thereof) in connection with the POC Acquisition provided that
          the terms and conditions thereof (including interest, payment dates,
          covenants, defaults and subordination) are substantially similar to
          those set forth on Schedule I and such note is unsecured and
          unguaranteed (all such notes collectively, the "Seller Note");

               (l)  Indebtedness of Holdings in respect of senior subordinated
          bridge loans (including Indebtedness evidenced by any exchange notes
          issued in exchange therefor, the "2001 Senior Subordinated Bridge
          Loans") in an aggregate principal amount not to exceed $320,000,000
          incurred in connection with the POC Acquisition provided that the
          terms and conditions thereof are substantially similar to those set
          forth on Schedule II, which Indebtedness will be repaid on the earlier
          of the consummation of the 2001A Equipment Lease Transaction and the
          issuance of the New Subordinated Notes;

               (m)  Indebtedness in respect of New Convertible Notes in an
          aggregate amount not to exceed $150,000,000; provided that the
          proceeds of such Indebtedness are used first, to repay the Seller
          Note, second, to pay fees and expenses of issuance of the New
          Convertible Notes and third, for general corporate purposes; and
          provided, further, the New Convertible Notes may be issued only if the
          Seller Note has been or is concurrently being issued;

               (n)  if the 2001A Equipment Lease Financing Transaction is not
          consummated, Indebtedness of Holdings or HCC in respect of New
          Subordinated Notes, if any;

               (o)  Indebtedness in respect of the increased Commitments
          permitted by subsection 2.3 of this Agreement and Indebtedness
          consisting of additional unsecured credit facilities entered into by
          HCC, provided that the aggregate principal amount of Indebtedness
          permitted by this paragraph (o) shall not exceed $200,000,000;

               (p)  Guarantee Obligations permitted by subsection 8.4; and

               (q)  unsecured Indebtedness not otherwise permitted by clauses
          (a)-(p) above not exceeding $100,000,000 in the aggregate at any time
          outstanding.

<PAGE>

                                                                              15

     (ii) Subsection 11.2 of each of the Synthetic Guarantees is hereby further
amended by deleting paragraph (k) in its entirety and inserting the following
new paragraphs:

               (k)  Indebtedness of Holdings evidenced by a subordinated
          promissory note issued by Holdings in a principal amount not to exceed
          $150,000,000 plus the principal amount of any additional notes issued
          in payment of interest thereon (plus, in each case, the amount of all
          accrued and unpaid interest thereon which is added to the principal
          amount thereof) in connection with the POC Acquisition provided that
          the terms and conditions thereof (including interest, payment dates,
          covenants, defaults and subordination) are substantially similar to
          those set forth on Schedule I and such note is unsecured and
          unguaranteed (all such notes collectively, the "Seller Note");

               (l)  Indebtedness of Holdings in respect of senior subordinated
          bridge loans (including Indebtedness evidenced by any exchange notes
          issued in exchange therefor, the "2001 Senior Subordinated Bridge
          Loans") in an aggregate principal amount not to exceed $320,000,000
          incurred in connection with the POC Acquisition provided that the
          terms and conditions thereof are substantially similar to those set
          forth on Schedule II, which Indebtedness will be repaid on the earlier
          of the consummation of the 2001A Equipment Lease Transaction and the
          issuance of the New Subordinated Notes;

               (m)  Indebtedness in respect of New Convertible Notes in an
          aggregate amount not to exceed $150,000,000; provided that the
          proceeds of such Indebtedness are used first, to repay the Seller
          Note, second, to pay fees and expenses of issuance of the New
          Convertible Notes and third, for general corporate purposes; and
          provided, further, the New Convertible Notes may be issued only if the
          Seller Note has been or is concurrently being issued;

               (n)  if the 2001A Equipment Lease Financing Transaction is not
          consummated, Indebtedness of Holdings or HCC in respect of New
          Subordinated Notes, if any;

               (o)  Indebtedness in respect of the increased Commitments
          permitted by subsection 2.3 of this Agreement and Indebtedness
          consisting of additional unsecured credit facilities entered into by
          HCC, provided that the aggregate principal amount of Indebtedness
          permitted by this paragraph (o) shall not exceed $200,000,000;

               (p)  Guarantee Obligations permitted by subsection 11.4; and

               (q)  unsecured Indebtedness not otherwise permitted by clauses
          (a)-(p) above not exceeding $100,000,000 in the aggregate at any time
          outstanding.

<PAGE>

                                                                              16

          17.  Amendment of Subsection 8.3 of the Senior Credit Agreement and
Subsection 11.3 of each of the Synthetic Guarantees. (a) Subsection 8.3 of the
Senior Credit Agreement is hereby amended by (i) deleting the "and" at then end
of paragraph (t),(ii) deleting the period from the end of paragraph (u) and
substituting therefore the phrase "; "and" and (iii) inserting the following
paragraph (v):

                         (v)  Liens on the property or assets of POC
                    securing Indebtedness permitted by subsection 8.2 and
                    Guarantee Obligations permitted by subsection 8.4(j),
                    provided that (i) such Liens existed at the time POC became
                    a Subsidiary and were not created in anticipation thereof,
                    (ii) any such Lien is not spread to cover any property or
                    assets of POC after the time POC becomes a Subsidiary, and
                    (iii) the amount of Indebtedness, Guarantee Obligations and
                    other obligations secured thereby is not increased.

               (b) Subsection 11.3 of each of the Synthetic Guarantees is hereby
        amended by (i) deleting the "and" at then end of paragraph (t), (ii)
        deleting the period from the end of paragraph (u) and substituting
        therefore the phrase "; and" and (iii) inserting the following paragraph
        (v):

                         (v) Liens on the property or assets of POC securing
                    Indebtedness permitted by subsection 11.2 and Guarantee
                    Obligations permitted by subsection 11.4(j), provided that
                    (i) such Liens existed at the time POC became a Subsidiary
                    and were not created in anticipation thereof, (ii) any such
                    Lien is not spread to cover any property or assets of POC
                    after the time POC becomes a Subsidiary, and (iii) the
                    amount of Indebtedness, Guarantee Obligations and other
                    obligations secured thereby is not increased.

          18.  Amendment of Subsection 8.4 of the Senior Credit Agreement and
Subsection 11.4 of each of the Synthetic Guarantees. (i) Subsection 8.4 of the
Senior Credit Agreement is hereby amended by (i) deleting the word "and" where
it appears at the end of subsection 8.4(g); (ii) replacing the period at the end
of subsection 8.4(h) with a semicolon; and (iii) inserting the following new
paragraphs immediately following paragraph (h):

                         (i) senior subordinated Guarantee Obligations of
                    Holdings and its Subsidiaries which are guarantors of the
                    Obligations in respect of the 2001 Senior Subordinated
                    Bridge Loans and the New Subordinated Notes;

                         (j) up to $70,000,000 in the aggregate of existing
                    Guarantee Obligations of POC and listed on Schedule 8.4,
                    provided that such Guarantee Obligations existed at the time
                    POC became a Subsidiary and were not created in anticipation
                    thereof;

                         (k) Guarantee Obligations of HCC and its Subsidiaries
                    in respect of the obligations of POC listed on Schedule 8.4,
                    provided that the aggregate principal amount of such
                    obligations for which HCC and its Subsidiaries shall be
                    liable shall not exceed $70,000,000;

<PAGE>

                                                                              17

                         (l) Guarantee Obligations of Holdings and its
                    Subsidiaries, which are guarantors of the Obligations, in
                    respect of the 2001A Equipment Lease Transaction; provided
                    that, (i) Guarantee Obligations in respect of the 2001A
                    Equipment Lease Securities (and related obligations) shall
                    be subordinated in right of payment to other Indebtedness
                    and Guarantee Obligations of the respective Loan Parties,
                    including Guarantee Obligations under the other Equipment
                    Guarantees and (ii) the proceeds of the 2001A Equipment
                    Lease Transaction are used to pay the purchase price for
                    POC, to pay obligations under and in connection with the
                    1998 Lease, to repay the 2001A Senior Subordinated Bridge
                    Loans (or, if applicable, the New Subordinated Notes) and to
                    pay other Indebtedness of HCC and its subsidiaries including
                    costs in connection with the POC Acquisition and the 2001A
                    Equipment Lease Transaction;

                         (m) Guarantee Obligations of Holdings and its
                    Subsidiaries which are guarantors of the Obligations in
                    respect of the Indebtedness permitted by subsection 8.2(o)
                    of this Agreement; and

                         (n) senior subordinated Guarantee Obligations of
                    Holdings and its Subsidiaries which are guarantors of the
                    Obligations in respect of New Subordinated Notes, if any.

            (ii) Subsection 11.4 of each of the Synthetic Guarantees is hereby
amended by (i) deleting the word "and" where it appears at the end of subsection
11.4(g); (ii) replacing the period at the end of subsection 11.4(h) with a
semicolon; and (iii) inserting the following new paragraphs immediately
following paragraph (h):

                         (i) senior subordinated Guarantee Obligations of
                    Holdings and its Subsidiaries which are guarantors of the
                    Obligations in respect of the 2001 Senior Subordinated
                    Bridge Loans and the New Subordinated Notes;

                         (j) up to $70,000,000 in the aggregate of existing
                    Guarantee Obligations of POC and listed on Schedule 11.4,
                    provided that such Guarantee Obligations existed at the time
                    POC became a Subsidiary and were not created in anticipation
                    thereof;

                         (k) Guarantee Obligations of HCC and its Subsidiaries
                    in respect of the obligations of POC listed on Schedule
                    11.4, provided that the aggregate principal amount of such
                    obligations for which HCC and its Subsidiaries shall be
                    liable shall not exceed $70,000,000;

                         (l) Guarantee Obligations of Holdings and its
                    Subsidiaries, which are guarantors of the Obligations, in
                    respect of the 2001A Equipment Lease Transaction; provided
                    that, (i) Guarantee Obligations in respect of the 2001A
                    Equipment Lease Securities (and related obligations) shall
                    be subordinated in right of payment to other Indebtedness
                    and Guarantee Obligations of the respective Loan Parties,
                    including Guarantee Obligations under the other Equipment
                    Guarantees and (ii) the proceeds of the 2001A Equipment
                    Lease Transaction are used to pay the purchase price for
                    POC, to pay obligations under and in connection with the
                    1998

<PAGE>

                                                                              18

                    Lease, to repay the 2001A Senior Subordinated Bridge
                    Loans (or, if applicable, the New Subordinated Notes) and to
                    pay other Indebtedness of HCC and its subsidiaries including
                    costs in connection with the POC Acquisition and the 2001A
                    Equipment Lease Transaction;

                         (m) Guarantee Obligations of Holdings and its
                    Subsidiaries which are guarantors of the Obligations in
                    respect of the Indebtedness permitted by subsection 11.2(o)
                    of this Agreement; and

                         (n) senior subordinated Guarantee Obligations of
                    Holdings and its Subsidiaries which are guarantors of the
                    Obligations in respect of New Subordinated Notes, if any.

          19.  Amendment to Subsection 8.6 of the Senior Credit Agreement and
Subsection 11.6 of each of the Synthetic Guarantees. Each of subsection 8.6 of
the Senior Credit Agreement and subsection 11.6 of each of the Synthetic
Guarantees is hereby amended by (x) deleting the amount "$5,000,000" where it
appears in paragraph (a) and inserting in lieu thereof the amount "$20,000,000"
and (y) inserting after the word "sale" in paragraph (h) the phrase "or
exchange".

          20.  Amendment to Subsection 8.8 of the Senior Credit Agreement and
Subsection 11.8 of each of the Synthetic Guarantees. Each of subsection 8.8 of
the Senior Credit Agreement and subsection 11.8 of each of the Synthetic
Guarantees is hereby amended by (x) deleting the word "and" which appears before
clause (vii) thereof and (y) adding the following new clause (viii) to the end
thereof:

                    and (viii) Subsidiaries of Holdings may declare and pay
                    dividends, or make distributions, to Holdings to the extent
                    necessary to allow Holdings to pay interest when due on the
                    New Convertible Notes, the 2001 Senior Subordinated Bridge
                    Loans and any New Subordinated Notes (in each case subject
                    to any applicable subordination provisions).

          21.  Amendment to Subsection 8.9 of the Senior Credit Agreement and
Subsection 11.9 of each of the Synthetic Guarantees. Each of subsection 8.9 of
the Senior Credit Agreement and subsection 11.9 of each of the Synthetic
Guarantees is hereby amended by deleting such subsection in its entirety and
inserting in lieu thereof the following:

                    Enter into or assume any obligations with respect
                    to any Derivatives except for (i) 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 this Agreement or the
                    Equipment Lease Transactions; provided that the
                    aggregate notional amounts of the Derivatives permitted
                    by this clause (i) shall not exceed the aggregate
                    amount of loans outstanding under this Agreement and
                    the Equipment Lease Transactions and (ii) existing
                    Derivatives of POC provided that such Derivatives exist
                    at the time POC became a Subsidiary and were not
                    created in anticipation thereof.

          22.  Amendment to Subsection 8.10 of the Senior Credit Agreement and
Subsection 11.10 of each of the Synthetic Guarantees. (a) Each of subsection
8.10 of the Senior Credit Agreement and subsection 11.10 of each of the
Synthetic Guarantees is hereby amended

<PAGE>

                                                                              19

by deleting the amount "$25,000,000" where it appears in paragraph (h) and
inserting in lieu thereof the amount "$50,000,000".

                  (b) Each of subsection 8.10 of the Senior Credit Agreement and
subsection 11.10 of each of the Synthetic Guarantees is hereby further amended
by (x) deleting the "and" at the end of paragraph (i),(y) deleting the period at
the end of paragraph (j) and inserting in lieu thereof a semi-colon, and (z)
adding new paragraphs (k) and (1) immediately after paragraph (j) as follows:

                         (k) HCC may consummate the POC Acquisition provided
                    that (i) the conditions set forth in clauses (a)-(e) of the
                    definition of "Permitted Business Acquisition" are satisfied
                    with respect to the POC Acquisition and (ii) the POC
                    Acquisition is consummated on terms and conditions
                    previously disclosed to the Administrative Agent; and

                         (l)(i) Investments in POC's Joint Ventures existing on
                    the date of consummation of the POC Acquisition and (ii)
                    Investments in POC's Joint Ventures pursuant to commitments
                    existing at the time of the POC Acquisition in an aggregate
                    amount not to exceed $30,000,000.

          23.  Amendment to Subsection 8.11 of the Senior Credit Agreement and
Subsection 11.11 of each of the Synthetic Guarantees. (a) Subsection 8.11 of the
Senior Credit Agreement is hereby amended by deleting such subsection in its
entirety and inserting in lieu thereof the following:

                    8.11 Limitation on Optional Payments and Modifications
                    of Debt Instruments. (i) Make any optional payment or
                    optional prepayment on or optional redemption, optional
                    purchase or optional defeasance of any portion of the
                    Shareholder Subordinated Debt, the 2008 Notes (other
                    than scheduled cash interest payments), New Convertible
                    Notes (other than scheduled cash interest payments),
                    the 2001 Senior Subordinated Bridge Loans (other than
                    scheduled cash interest payments and payments with the
                    proceeds from the 2001A Equipment Lease Securities and
                    New Subordinated Notes), the 2001A Equipment Lease
                    Securities (other than scheduled cash interest
                    payments, subject to applicable subordination
                    provisions), any New Subordinated Notes (other than
                    scheduled cash interest payments, subject to
                    subordination provisions, and payments with the
                    proceeds from the 2001A Equipment Lease Securities),
                    and lease and guarantee payments in respect of the
                    2001A Equipment Lease Transaction (other than scheduled
                    lease payments, subject to applicable subordination
                    provisions), (ii) make any optional payment or optional
                    prepayment in excess of $10,000,000 during any calendar
                    year on or redemption of any Indebtedness (excluding
                    the Seller Note for which no optional payments or
                    prepayments are permitted) or Guarantee Obligations
                    other than (a) as permitted in clause (i) above, (b)
                    redemptions of any portion of the 2008 Notes pursuant
                    to the terms thereof, including, without limitation,
                    the terms of any indenture in respect thereof, (c)
                    redemptions of any portion of the

<PAGE>

                                                                             20

                    TIDES Debentures pursuant to the TIDES Indenture or
                    redemptions of any portion of the TIDES pursuant to the
                    TIDES Declaration of Trust or (d) any optional payment,
                    prepayment or redemption of any Indebtedness or Guarantee
                    Obligations pursuant to the Corporate Credit Agreement or
                    the Equipment Lease Transactions (other than the 2001A
                    Equipment Lease Transaction) or (iii) amend, modify or
                    change, or consent or agree to any amendment, modification
                    or change to any of the terms of any Indebtedness or
                    Guarantee Obligations other than (a) any Indebtedness or
                    Guarantee Obligations pursuant to the Corporate Credit
                    Agreement or the Equipment Lease Transactions (other than
                    the 2001A Equipment Lease Transaction) 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 or Guarantee
                    Obligations less restrictive. In addition, Holdings and its
                    Subsidiaries will not (i) make any optional or voluntary
                    payment, prepayment, redemption or purchase of the Seller
                    Note or any other payment or distribution with respect to
                    the Seller Note unless such payment or distribution is
                    permitted by the subordination provisions of the Seller Note
                    or (ii) amend, waive, modify or terminate (or consent to any
                    amendment, waiver, modification or termination) of the
                    subordination provisions of the Seller Note or if such
                    amendment, waiver, modification or termination is adverse to
                    the interest of the Lenders.

               (b) Subsection 11.11 of each of the Synthetic Guarantees is
               hereby amended by deleting such Subsection 11.11 in its entirety
               and inserting in lieu thereof the following:

                    11.11 Limitation on Optional Payments and Modifications of
                    Debt Instruments. (i) Make any optional payment or optional
                    prepayment on or optional redemption, optional purchase or
                    optional defeasance of any portion of the Shareholder
                    Subordinated Debt, the 2008 Notes (other than scheduled cash
                    interest payments), New Convertible Notes, the 2001 Senior
                    Subordinated Bridge Loans (other than scheduled cash
                    interest payments and payments with the proceeds from the
                    2001A Equipment Lease Securities), the 2001A Equipment Lease
                    Securities (other than scheduled cash interest payments,
                    subject to applicable subordination provisions), any New
                    Subordinated Notes (other than scheduled cash interest
                    payments, subject to subordination provisions, and payments
                    with the proceeds from the 2001A Equipment Lease
                    Securities), and lease and guarantee payments in respect of
                    the 2001A Equipment Lease Transaction (other than scheduled
                    lease payments, subject to applicable subordination
                    provisions), (ii) make any optional payment or optional
                    prepayment in excess of $10,000,000 during any calendar year
                    on or redemption of any Indebtedness (excluding the Seller

<PAGE>

                                                                              21

                    Note for which no optional payments or prepayments are
                    permitted) or Guarantee Obligations other than (a) as
                    permitted by clause (i) above, (b) redemptions of any
                    portion of the 2008 Notes pursuant to the terms thereof,
                    including, without limitation, the terms of any indenture in
                    respect thereof, (c) 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 (d) any optional payment, prepayment or
                    redemption of any Indebtedness or Guarantee Obligations
                    pursuant to the Corporate Credit Agreement or the Equipment
                    Lease Transactions (other than the 2001A Equipment Lease
                    Transaction) or (iii) amend, modify or change, or consent or
                    agree to any amendment, modification or change to any of the
                    terms of any Indebtedness or Guarantee Obligations other
                    than (a) any Indebtedness pursuant to the Corporate Credit
                    Agreement or the Equipment Lease Transactions (other than
                    the 2001A Equipment Lease Transaction) 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 or Guarantee
                    Obligations less restrictive. In addition, Holdings and its
                    Subsidiaries will not (i) make any optional or voluntary
                    payment, prepayment, redemption or purchase of the Seller
                    Note or any other payment or distribution with respect to
                    the Seller Note unless such payment or distribution is
                    permitted by the subordination provisions of the Seller Note
                    or (ii) amend, waive, modify or terminate (or consent to any
                    amendment, waiver, modification or termination) of the
                    subordination provisions of the Seller Note or if such
                    amendment, waiver, modification or termination is adverse to
                    the interest of the Lenders.

          24.  Amendment to Subsection 8.13 of the Senior Credit Agreement
and Subsection 11.13 of each of the Synthetic Guarantees. Each of subsection
8.13 of the Senior Credit Agreement and subsection 11.13 of each of the
Synthetic Guarantees is hereby amended by (x) replacing the "and" that appears
before clause (ii) with a comma and (y) inserting at the end of clause (ii) the
following:

               and (iii) POC may remain party to and perform Sale and Leaseback
               Transactions existing at the time POC became a Subsidiary and
               which were not entered into in anticipation thereof.

          25.  Amendment to Section 9 of the Senior Credit Agreement. Section 9
of the Senior Credit Agreement is hereby amended by (i) deleting the word "or"
at the end of paragraph (i); (ii) inserting the word "or" at the end of
paragraph (j); and (iii) inserting immediately after paragraph (j) the following
new paragraph (k):

               (k)  a "change of control" (however denominated) with respect to
               Holdings or HCC shall have occurred under, or for purposes of,
               the 2001A Equipment Lease Securities, the 2001 Senior
               Subordinated Bridge Loans or the New Subordinated

<PAGE>

                                                                              22

               Notes and at least 50% of the Indebtedness then outstanding under
               the 2001A Equipment Lease Securities, the 2001 Senior
               Subordinated Bridge Loans, the New Subordinated Notes or the New
               Convertible Notes, as the case may be, shall be tendered to, or
               required to be purchased by, Holdings, HCC or any of their
               Subsidiaries as a result of such change of control;

          26.  Amendment to Subsection 11.6 of each of the Synthetic
Guarantees. Subsection 11.6 of each of the Synthetic Guarantees is hereby
amended by deleting the word "Lessor" where it appears in paragraph (h) of such
subsection 11.6 and inserting in lieu thereof the phrase "applicable lessor".

          27.  Amendment to the Senior Credit Agreement and each of the
Synthetic Guarantees. The Senior Credit Agreement and each of the Synthetic
Guarantees are hereby amended by substituting each of the schedules attached
hereto under Annex B, which schedules are satisfactory to the Administrative
Agent, for its counterpart schedule to the Senior Credit Agreement or each of
the Synthetic Guarantees, as the case may be.

          28.  Amendment to Subsection 30.1 of the Leases. Subsection 30.1
of each of the Leases is hereby amended by (a) inserting the phrase "in
substitution for Equipment in the ordinary course of business or" after the
words "Lessee hereunder" where it appears in such subsection 30.1 and (b)
inserting at the beginning of paragraph (f) the phrase "unless such replacement
is in the ordinary course of business."

          29.  Effectiveness. This Amendment shall become effective (the
"Effective Date") upon fulfillment of the following conditions precedent: (a)
the consummation of the POC Acquisition, (b) Holdings and HCC shall have
delivered to the Administrative Agent duly executed copies of this Amendment,
(c) the Guarantors (other than Holdings or HCC) shall have delivered to the
Administrative Agent duly executed copies of this Amendment, (d) the
Administrative Agent shall have received duly executed copies of this Amendment
from the Required Lenders, and (e) no Default or Event of Default shall have
occurred and be continuing on the date hereof after giving effect to this
Amendment.

          30.  Representations and Warranties. Holdings, HCC and each of the
other Guarantors hereby represent and warrant that the representations and
warranties contained in each of the Senior Credit Agreement, the Loan Documents
and the Operative Agreements will be, after giving effect to this Amendment,
true and correct in all material respects, as if made on and as of the date
hereof (except those which expressly speak as of a certain date).

          31.  Continuing Effect of the Senior Credit Agreement, Participation
Agreements and Operative Agreements. This Amendment shall not constitute an
amendment or waiver of any other provision of the Senior Credit Agreement, the
Loan Documents or the Operative Agreements (as defined in each of the Synthetic
Guarantees) not expressly referred to herein and shall not be construed as a
waiver or consent to any further or future action on the part of HCC, Holdings,
the 2000B Lessor, the 2000A Lessor, the 1999 Lessor, the 1998 Lessor or the
other Guarantors that would require a waiver or consent of the Administrative
Agent and/or the 2000B Lenders, the 2000A Lenders, the 1999 Lenders or the 1998
Lenders. Except as expressly amended hereby, the provisions of each of the
Senior Credit Agreement, the Loan Documents and the Operative Agreements (as
defined in each of the Synthetic Guarantees) are and shall remain in full force
and effect.

<PAGE>

                                                                              23

          32.  Counterparts. This Amendment may be executed in counterparts
and all of the said counterparts taken together shall be deemed to constitute
one and the same instrument. Delivery of an executed signature page of this
Amendment by facsimile transmission shall be effective as delivery of a manually
executed counterpart hereof.

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

          34.  Expenses. Holdings and HCC agree to pay or reimburse the
Administrative Agent for all of its reasonable out-of-pocket costs and expenses
incurred in connection with the preparation, negotiation and execution of this
Amendment, including, without limitation, the fees and disbursements of counsel
to the Administrative Agent.

<PAGE>

          IN WITNESS WHEREOF, the parties hereto have caused this Amendment to
be duly executed by their respective officers thereunto duly authorized as of
the day and year first above written.

                         HANOVER COMPRESSOR COMPANY, as a signatory to
                         the Senior Credit Agreement and as a Guarantor

                         By: /s/ [ILLEGIBLE]
                             ----------------------------------
                             Name:  [ILLEGIBLE]
                             Title: V.P. - Treasury & Planning

                         HANOVER COMPRESSION LIMITED PARTNERSHIP
                         (formerly known as Hanover Compression Inc.), as a
                         signatory to the Senior Credit Agreement and as a
                         Guarantor

                         By: Hanover Compression General Holdings, LLC, its
                             general partner

                         By: /s/ [ILLEGIBLE]
                             ----------------------------------
                             Name:  [ILEGIBLE]
                             Title: V.P. - Treasury & Planning

                         HANOVER/SMITH LIMITED PARTNERSHIP, as a
                         Guarantor

                         By: Hanover General Holdings, Inc., its general partner

                         By: /s/ [ILLEGIBLE]
                             ----------------------------------
                             Name:  [ILLEGIBLE]
                             Title: V.P. - Treasury & Planning

                         HANOVER MAINTECH LIMITED PARTNERSHIP, as a
                         Guarantor

                         By:  Hanover General Holdings, Inc., its general
                              partner

                         By: /s/ [ILLEGIBLE]
                             ----------------------------------
                             Name:  [ILLEGIBLE]
                             Title: V.P. - Treasury & Planning

<PAGE>

                         HANOVER LAND LIMITED PARTNERSHIP, as a Guarantor

                         By: Hanover General Holdings, Inc., its general partner

                         By: /s/ [ILLEGIBLE]
                             ----------------------------------
                             Name: [ILLEGIBLE]
                             Title: V.P. - Treasury & Planning


                         HANOVER COMPRESSOR LIMITED HOLDINGS, LLC

                         By: Hanover General Holdings, Inc., as sole member

                         By: /s/ [ILLEGIBLE]
                             ----------------------------------
                             Name:  [ILLEGIBLE]
                             Title: V.P. - Treasury & Planning

<PAGE>

                         THE CHASE MANHATTAN BANK, as Administrative
                         Agent, a 2000B Lender, 2000A Lender, 1999 Lender, 1998
                         Lender, and Senior Credit Lender

                         By: /s/ Beth Lawrence
                             ----------------------------------
                             Name:  BETH LAWRENCE
                             Title: MANAGING DIRECTOR

<PAGE>

                         SOCIETE GENERALE, SOUTHWEST AGENCY, as a 1999
                         Lender and 1998 Lender

                         By: /s/ Cary Hughes
                             ----------------------------------
                             Name:  Cary Hughes
                             Title: Director

<PAGE>

                         FBTC LEASING CORP, as a 2000B Lender and a 1999
                         Lender

                         By: /s/ [ILLEGIBLE]
                             ----------------------------------
                             Name:  [ILLEGIBLE]
                             Title:  Treasurer

<PAGE>

                         BANK ONE, N.A. (formerly known as The First National
                         Bank of Chicago), as a 1998 Lender, 1999 Lender, and
                         2000A Lender

                         By: /s/ Dianne L. Russell
                             ----------------------------------
                             Name:  DIANNE L. RUSSELL
                             Title: VICE PRESIDENT

<PAGE>

                         NATIONAL CITY BANK, as a 2000A Lender

                         By: /s/ Tom Gurbach
                             ----------------------------------
                             Name:  Tom Gurbach
                             Title: Vice President

<PAGE>

                         BNP PARIBAS, as a 2000A Lender, 1999 Lender, and
                         Senior Credit Lender

                         By: /s/ Betsy Jocher
                             ----------------------------------
                             Name:  Betsy Jocher
                             Title: Vice President

                         By: /s/ Larry Robinson
                             ----------------------------------
                             Name:  Larry Robinson
                             Title: Vice President

<PAGE>

                         CREDIT SUISSE FIRST BOSTON, as a 2000B Lender and 2000A
                         Lender


                         By: /s/ James P. Moran
                             ----------------------------------
                             Name:  JAMES P. MORAN
                             Title: DIRECTOR


                         By: /s/ David W. Kratovil
                             ----------------------------------
                             Name:  DAVID W. KRATOVIL
                             Title: DIRECTOR

<PAGE>

                         CITIBANK, N.A., as a 2000B Lender

                         By: /s/ J.Christopher Lyons
                             ----------------------------------
                             Name: J.CHRISTOPHER LYONS
                             Title: ATTORNEY-IN-FACT

<PAGE>

                         DG BANK DEUTSCHE GENOSSENSCHAFTSBANK
                         AG, as a 2000A Lender and 1999 Lender

                         By: /s/ William J. Procasky
                             ----------------------------------
                             Name:  WILLIAM J. PROCASKY
                             Title: Vice President

                         By: /s/ Richard W. Wilbert
                             ----------------------------------
                             Name:  RICHARD W. WILBERT
                             Title: Vice President

<PAGE>

                         CREDIT LYONNAIS NEW YORK BRANCH, as a 1999
                         Lender, 1998 Lender, and Senior Credit Lender

                         By: /s/ Attila Itoc
                             ----------------------------------
                             Name:  Attila Itoc
                             Title: Senior Vice President

<PAGE>

                         DRESDNER BANK AG, NEW YORK AND GRAND
                         CAYMAN BRANCHES, as a 1998 Lender

                         By: /s/ Joanna M. Solowski
                             ----------------------------------
                             Name:  JOANNA M. SOLOWSKI
                             Title: Vice President

                         By: /s/ [ILLEGIBLE]
                             ----------------------------------
                             Name:  [ILLEGIBLE]
                             Title: [ILLEGIBLE]

<PAGE>

                         COMERICA BANK, as a 2000B Lender and a 1999 Lender

                         By: /s/ T. Bancroft Mattei
                             ----------------------------------
                             Name:  T. BANCROFT MATTEI
                             Title: ACCOUNT OFFICER

<PAGE>

                         THE BANK OF TOKYO MITSUBISHI LIMITED, as a
                         2000B Lender

                         By: /s/ Relton Glasscock
                             ----------------------------------
                             Name:  Relton Glasscock
                             Title: Vice President & Manager

<PAGE>

                         FIRST UNION NATIONAL BANK, as a 2000A Lender,
                         1998 Lender, and Senior Credit Lender

                         By: /s/ [ILLEGIBLE]
                             ----------------------------------
                             Name:  [ILLEGIBLE]
                             Title: Vice President

<PAGE>

                         WELLS FARGO BANK (TEXAS) N.A., as a 1999 Lender
                         and Senior Credit Lender

                         By: /s/ Philip C. Lauinger III
                             ----------------------------------
                             Name:  Philip C. Lauinger III
                             Title: Vice President

<PAGE>

                         NATIONAL WESTMINSTER BANK Plc, NEW YORK BRANCH,
                         as a 2000B Lender

                         By: /s/ Patricia J. Dundee
                             ----------------------------------
                             Name:  PATRICIA J. DUNDEE
                             Title: SENIOR VICE PRESIDENT

<PAGE>

                         THE BANK OF NOVA SCOTIA, as a 2000A Lender, 1999
                         Lender, 1998 Lender, and Senior Credit Lender

                         By: /s/ F.C.H. Ashby
                             ------------------------------------------
                             Name:  F.C.H. Ashby
                             Title: Senior Manager, Loan Operations

<PAGE>

                         SUNTRUST BANK, as a 2000B Lender, 2000A Lender,
                         1999 Lender and 1998 Lender

                         By: /s/ John A. Flelda, Jr.
                             ----------------------------------
                             Name:  John A. Flelda, Jr.
                             Title: Managing Director

<PAGE>

                         THE FUJI BANK, LIMITED, as a 2000B Lender, 1999
                         Lender, and 1998 Lender

                         By: /s/ [ILLEGIBLE]
                             ----------------------------------
                             Name:  [ILLEGIBLE]
                             Title: SENIOR VICE PRESIDENT & MANAGER

<PAGE>

                         ARAB BANKING CORPORATION (B.S.C.), as a 2000B
                         Lender

                         By: /s/ Robert Ivosevich
                             ----------------------------------
                             Name:  ROBERT IVOSEVICH
                             Title: [ILLEGIBLE]

                         By: /s/ B. Sanderson
                             ----------------------------------
                             Name:  B. SANDERSON
                             Title: VP HEAD OF CREDIT

<PAGE>

                         BANKERS TRUST COMPANY, as a 1999 Lender and
                         Senior Credit Lender

                         By: /s/ Marcus M. Tarkington
                             ----------------------------------
                             Name:  Marcus M. Tarkington
                             Title: Director

<PAGE>

                          NATEXIS BANQUES POPULAIRES,
                          as a 2000A Lender

                          By: /s/ Timothy L. Polvado
                              ------------------------------
                              Name:  Timothy L. Polvado
                              Title: Vice President and
                                     Group Manager

                              /s/ Louis P. Laville, III
                              ------------------------------
                              Name:  Louis P. Laville, III
                              Title: Vice President and
                                     Group Manager

<PAGE>

                          ABN AMRO BANK N.V.,
                          as a 1999 Lender and 1998 Lender

                          By: /s/ Stuart Murray
                              ------------------------------
                              Name:  Stuart Murray
                              Title: Group Vice President

                          By: /s/ John D. Reed
                              ------------------------------
                              Name:  John D. Reed
                              Title: Vice President

<PAGE>

                          BANK HAPOALIM B.M., as a 2000B Lender

                          By: /s/ [ILLEGIBLE]
                              ------------------------------
                              Name:  [ILLEGIBLE]
                              Title: FIRST VICE PRESIDENT

                          By: /s/ Shaun Breidbart
                              ------------------------------
                              Name:  SHAUN BREIDBART
                              Title: VICE PRESIDENT

<PAGE>

                                        BANK OF SCOTLAND, as a 1999 Lender

                                        By: /s/ Joseph Fratus
                                            ------------------------------
                                            Name:  JOSEPH FRATUS
                                            Title: VICE PRESIDENT



<PAGE>




                                     ANNEX B

                     HANOVER COMPRESSION LIMITED PARTNERSHIP

                          AMENDED DISCLOSURE SCHEDULES

                      SCHEDULE 5.14 AND 9.14: SUBSIDIARIES

               SCHEDULE 8.2(c) AND 11.2(c): EXISTING INDEBTEDNESS

                   SCHEDULE 8.3(n) AND 11.3(n): EXISTING LIENS

                  SCHEDULE 8.4 AND 11.4: GUARANTEE OBLIGATIONS