##### Table of Contents



UNITED STATES SECURITIES AND EXCHANGE COMMISSION
 Washington, D.C. 20549
 
 FORM 10-K
 (Mark One)
 þ
    
    ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
 For the fiscal year ended December 31, 2005
 OR
 o
    
    TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
 For the transition period from to.
 Commission File No. 333-75814
 
 Hanover Equipment Trust 2001A
 (Exact name of registrant as specified in its charter)
 Delaware
(State or Other Jurisdiction of
Incorporation or Organization)
    
    51-6523441
(I.R.S. Employer
Identification No.)c/o Wilmington Trust Company
Rodney Square North
1100 North Market Street
Wilmington, Delaware
(Address of Principal Executive Offices)
    
    19890
(Zip Code)
 (302) 651-1000
 (Registrants telephone number, including area code)
 
 
 o þ
 o þ
 þ o
 þ
  o o þ
 o þ




---



##### Table of Contents



TABLE OF CONTENTS
  
 PART IITEM 1. Business
    
    5ITEM 1A. Risk Factors
    
    9ITEM 1B. Unresolved Staff Comments
    
    11ITEM 2. Properties
    
    11ITEM 3. Legal Proceedings
    
    11ITEM 4. Submission of Matters to a Vote of Security Holders
    
    11PART IIITEM 5. Market for Registrants Common Equity, Related Stockholder Matters
and Issuer Purchases of Equity Securities
    
    12ITEM 6. Selected Financial Data
    
    13ITEM 7. Managements Discussion and Analysis of Financial Condition and
Results of Operation
    
    14ITEM 7A. Quantitative and Qualitative Disclosures about Market Risk
    
    18ITEM 8. Financial Statements and Supplementary Data
    
    18ITEM 9. Changes in and Disagreements with Accountants on Accounting and
Financial Disclosure
    
    19ITEM 9A. Controls and Procedures
    
    19ITEM 9B. Other Information
    
    19PART IIIITEM 10. Directors and Executive Officers of Hanover Equipment Trust 2001A
    
    19ITEM 11. Executive Compensation
    
    19ITEM 12. Security Ownership of Certain Beneficial Owners and Management and
Related Stockholder Matters
    
    19ITEM 13. Certain Relationships and Related Transactions
    
    19ITEM 14. Principal Accountant Fees and Services
    
    20PART IVITEM 15. Exhibits and Financial Statement Schedules
    
    20SIGNATURES
    
    22Report of Independent Registered Public Accounting Firm
    
    F-1BALANCE SHEETS
    
    F-2STATEMENTS OF OPERATIONS
    
    F-3STATEMENTS OF CASH FLOWS
    
    F-4STATEMENTS OF CERTIFICATE HOLDERS EQUITY
    
    F-5NOTES TO FINANCIAL STATEMENTS
    
    F-6EXHIBIT INDEXCertification pursuant to Rule 13a-14a/15d-14aCertification pursuant to Section 906Risk Factors
 2




---



##### Table of Contents



PART I
 SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS
  
    
    Hanover and HCLP operate in a highly competitive industry that includes competition among the
various providers of contract compression services;
    
    reduced profit margins or the loss of market share resulting from competition, including pricing
pressure in Hanovers and HCLPs businesses;
    
    the introduction of competing technologies by Hanover and HCLPs competitors;
    
    a prolonged substantial reduction in oil and natural gas prices, which would cause a decline in
the demand for HCLPs compression and oil and natural gas production equipment;
    
    governmental safety, health and environmental regulations which could require Hanover and HCLP to
make significant expenditures;
    
    currency fluctuations (in countries including but not limited to Italy, Argentina and Venezuela)
and changes in interest rates;
    
    changes in economic or political conditions in the countries in which Hanover and HCLP do
business, including civil uprisings, riots, terrorism, kidnappings, the taking of property
without fair compensation and legislative changes;
    
    adverse results in litigation or regulatory proceedings to which Hanover and/or HCLP is a party;
    
    inability of Hanover or HCLP to comply with the financial and other covenants in or defaults
under, their debt agreements and the agreements related to their compression equipment lease
obligations which if not cured or waived could have a material adverse effect on Hanover and/or
HCLP and the decreased financial flexibility associated with Hanovers and HCLPs substantial
debt;
 3




---



##### Table of Contents




    
    Hanovers and/or HCLPs inability to implement certain business objectives including
international expansion;
    
    Hanovers and/or HCLPs inability to timely and cost-effectively execute projects in
international operating environments, which includes certain inherent risks in their
international business activities including the following:
 
 
 
 
 
 
 
 
 
    
    Hanovers and/or HCLPs ability to manage business effectively will be weakened if key personnel
are lost;
    
    liability for acquired facilities in the past which could subject Hanover and/or HCLP to future
environmental liabilities;
    
    Hanovers or HCLPs inability to generate the substantial amount of capital needed to expand
their compressor rental fleet and their complimentary businesses;
    
    Hanover and HCLP have a substantial amount of debt, including under their compression equipment
lease obligations, that could limit their ability to fund future growth and operations and
increase their exposure during adverse economic conditions and as a result of having a
significant amount of leverage as compared to their total capitalization which could result in a
change made in their credit rating or other adverse consequences if Hanover and HCLP do not
decrease their leverage;
    
    Hanovers or HCLPs inability to renew its short-term leases of equipment with its customers so
as to fully recoup the cost of the equipment;
    
    Hanover or HCLPs inability to generate the significant amount of cash needed to service their
debt, to fund working capital and to pay their debts when they become due;
    
    Hanovers or HCLPs future ability to refinance existing or incur additional indebtedness to fund
Hanovers and HCLPs businesses;
    
    losses incurred by Hanover and HCLP due to inherent risks associated with their natural gas
operations, including equipment defects, malfunctions and failures and natural disasters;
    
    war, social unrest, terrorist attacks, and/or the responses thereto;
    
    Hanovers and/or HCLPs inability to successfully integrate acquired businesses;
 4




---



##### Table of Contents




    
    risks associated with any significant failure or malfunction of Hanover and HCLPs enterprise
resource planning system;
    
    Hanovers and/or HCLPs inability to reduce debt relative to their total capitalization;
    
    Hanover and HCLP are still in the process of improving their infrastructure capabilities,
including their internal controls and procedures, which were strained by their rapid growth, to
decrease the risk of future accounting and financial reporting problems; and
    
    changes in federal bankruptcy or tax laws, comparable state laws or accounting principles.
  
 ITEM 1. Business
   5




---



##### Table of Contents




    
    issuing the old notes and the new notes;
    
    issuing the equity certificates to the equity certificate holder;
    
    investing the gross proceeds of the old notes and the equity certificates in the leased equipment;
    
    entering into the Lease, a participation agreement and other ancillary agreements relating to the
financing of the leased equipment (collectively, the Operative Agreements);
    
    distributing payments received under the Lease to the holders of the old notes or the new notes,
as the case may be, and the equity certificates; and
    
    engaging in only those other activities necessary or incidental to such purposes.
   6




---



##### Table of Contents



Financing
    Obligation
    
    Amount Due
    
    Date Due8.50% Senior Secured Notes due 2008
    
    $5,625,000
    
    Each March 1 and September 1 to maturityEquity Certificate
    
    Accrued return on approximately $4.1 million, based on the floating certificate holder yield rate of the Eurodollar rate or the prime rate, plus a spread in each  case of 7.95% (1)
    
    March 1, June 1, September 1 and December 1 to maturity
 
 (1)
    
    As of December 31, 2005, based upon the certificate holder yield rate
of 12.2%, the Trust would make payments to the equity certificate
holder of approximately $126,000 per quarter. 7




---



##### Table of Contents



Industry
 Natural Gas Compression Overview
        
    
    engineering, fabrication and assembly of the compressor unit;
    
    installation and testing of the unit;
 
    
    ongoing performance review to assess the need for a change in compression; and
    
    periodic maintenance and replacement parts supply.
 8




---



##### Table of Contents



Our Equipment
  Customers
  Environmental and Other Regulations
  Employees and Labor Relations
  
 ITEM 1A. Risk Factors
 The assets and source of revenue available to repay the Notes, satisfy the claims of holders of the
Notes and provide a yield to the equity certificate holder are limited, as we have no assets other
than our interests in the equipment, and no source of revenue other than the payments under the
Lease and the Hanover guarantee.
   Obligations under the Hanover guarantee are subordinated to Hanovers and HCLPs senior
indebtedness as well as all indebtedness and other liabilities of Hanovers and HCLPs
subsidiaries.
   9




---



##### Table of Contents



If at the end of the Lease term, HCLP fails to purchase the equipment, then HCLP is required to pay
an amount equal to the final rent payment with respect to the Lease plus the proceeds, if any,
from the sale of the equipment. This amount may be less than the amount due on the Notes.
  The value of the equipment securing the Notes may not be sufficient to cover the obligations owed
to holders of the Notes under the Notes.
   There are some limitations on the right to amend the participation agreement and the other
operative agreements and to accelerate payments under the Lease and to foreclose on the equipment.
  10




---



##### Table of Contents



If HCLP declares bankruptcy, our rights against HCLP and Hanover may be limited.
  In addition to the risks discussed above with respect to bankruptcy of HCLP, if we declare
bankruptcy, your rights against us may be limited.
  Other creditors may have prior liens on the collateral that could reduce or eliminate the amount of
collateral securing the Notes.
   
 ITEM 1B. Unresolved Staff Comments
  
 ITEM 2. Properties
  
 ITEM 3. Legal Proceedings
  
 ITEM 4. Submission of Matters to a Vote of Security Holders
  11




---



##### Table of Contents



PART II
 
 ITEM 5. Market for Registrants Common Equity, Related Stockholder Matters and Issuer Purchases of
Equity Securities
   12




---



##### Table of Contents



ITEM 6. Selected Financial Data
 SELECTED HISTORICAL FINANCIAL DATA OF HANOVER EQUIPMENT TRUST 2001A
   For thePeriod FromAugust 2, 2001(Inception)toYear Ended December 31,
    
    
    December 31,2005
    
    
    2004
    
    
    2003
    
    
    2002
    
    
    2001(in thousands)Rental revenue
    
    $
    29,856
    
    
    $
    26,506
    
    
    $
    27,064
    
    
    $
    30,095
    
    
    $
    9,279Interest expense on rental equipment
    
    
    21,556
    
    
    
    25,500
    
    
    
    26,027
    
    
    
    28,265
    
    
    
    8,571Debt extinguishment costs
    
    
    7,318
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Excess rental revenue over
interest expense on rental
equipment
    
    
    982
    
    
    
    1,006
    
    
    
    1,037
    
    
    
    1,830
    
    
    
    708Operating expense
    
    
    98
    
    
    
    120
    
    
    
    173
    
    
    
    917
    
    
    
    373Net income
    
    $
    884
    
    
    $
    886
    
    
    $
    864
    
    
    $
    913
    
    
    $
    335Balance Sheet Data (End of Period):Rental equipment
    
    $
    137,123
    
    
    $
    309,300
    
    
    $
    309,300
    
    
    $
    309,300
    
    
    $
    309,300Total assets
    
    
    141,030
    
    
    
    317,940
    
    
    
    317,915
    
    
    
    319,386
    
    
    
    318,5078.50% senior secured notes due 2008
    
    
    133,000
    
    
    
    300,000
    
    
    
    300,000
    
    
    
    300,000
    
    
    
    300,000Certificate holders equity
    
    
    4,123
    
    
    
    9,300
    
    
    
    9,300
    
    
    
    9,300
    
    
    
    9,300
 13




---



##### Table of Contents



ITEM 7. Managements Discussion and Analysis of Financial Condition and Results of Operation
 General
     Critical Accounting Policies and Estimates
  Revenue Recognition
  Concentrations of Credit Risk
  14




---



##### Table of Contents



Rental Equipment
  Long-Lived Assets
  RESULTS OF OPERATIONS
 YEAR ENDED DECEMBER 31, 2005 COMPARED TO YEAR ENDED DECEMBER 31, 2004
 Revenues
    Expenses
  15




---



##### Table of Contents



YEAR ENDED DECEMBER 31, 2004 COMPARED TO YEAR ENDED DECEMBER 31, 2003
 Revenues
     Expenses
   16




---



##### Table of Contents



LIQUIDITY AND CAPITAL RESOURCES
       RedemptionPriceAfter Sept 1, 2005
    
    
    104.250
    %After Sept 1, 2006
    
    
    102.125
    %After Sept 1, 2007
    
    
    100.000
    %
  17




---



##### Table of Contents



Total
    
    
    2006
    
    
    2007-2008
    
    
    2009-2010
    
    
    ThereafterCash Contractual Obligations:
    
    (In thousands)2001A equipment lease notes, due 2008
    
    $
    133,000
    
    
    $
    
    
    
    $
    133,000
    
    
    $
    
    
    
    $
    Interest on long-term debt
    
    
    31,493
    
    
    
    11,810
    
    
    
    19,683
    
    
    
    
    
    
    
    Total contractual cash obligations
    
    $
    164,493
    
    
    $
    11,810
    
    
    $
    152,683
    
    
    $
    
    
    
    $
    
 RECENT ACCOUNTING PRONOUNCEMENTS
   SEASONAL FLUCTUATIONS
  
 ITEM 7A. Quantitative and Qualitative Disclosures about Market Risk
  
 ITEM 8. Financial Statements and Supplementary Data
   
    
    Report of Independent Registered Public Accounting Firm
    
    F-1
    
    Balance Sheets
    
    F-2
    
    Statements of Operations
    
    F-3
    
    Statements of Cash Flows
    
    F-4
    
    Statements of Certificate Holders Equity
    
    F-5
    
    Notes to Financial Statements
    
    F-6
   18




---



##### Table of Contents



ITEM 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
  
 ITEM 9A. Controls and Procedures
  
 ITEM 9B. Other Information
  
 PART III
 
 ITEM 10. Directors and Executive Officers of Hanover Equipment Trust 2001A
  
 ITEM 11. Executive Compensation
  
 ITEM 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder
Matters
   
 ITEM 13. Certain Relationships and Related Transactions
  19




---



##### Table of Contents



ITEM 14. Principal Accountant Fees and Services
  Type of Fees
    
    2005
    
    
    2004(dollars in thousands)Audit Fees
    
    $
    29
    
    
    $
    27Audit-Related Services
    
    
    
    
    
    
    Tax Fees
    
    
    
    
    
    
    All Other Fees
    
    
    
    
    
    
    Total
    
    $
    29
    
    
    $
    27
 Form 10-Qs.
 
 PART IV
 
 ITEM 15. Exhibits and Financial Statement Schedules
   
    
    Report of Independent Registered Public Accounting Firm
    
    F-1
    
    Balance Sheets
    
    F-2
    
    Statements of Operations
    
    F-3
    
    Statements of Cash Flows
    
    F-4
    
    Statements of Certificate Holders Equity
    
    F-5
    
    Notes to Financial Statements
    
    F-6
    ExhibitNumbers
    
    Description3.1
    
    Certificate of Trust of Hanover Equipment Trust 2001A (incorporated by reference to Exhibit
3.1 to the Trusts Form S-4, filed with the Commission on December 21, 2001).3.2
    
    Amended and Restated Trust Agreement of Hanover Equipment Trust 2001A, dated as of August
30, 2001, between General Electric Capital Corporation, as Certificate Holder, and
Wilmington Trust Company, as Trustee (incorporated by reference to Exhibit 3.2 to Form S-4
filed with the Commission on December 21, 2001).4.1
    
    Indenture, dated as of August 30, 2001, between Hanover Equipment Trust 2001A, the Hanover
Guarantors parties thereto, and Wilmington Trust FSB, as Trustee and Collateral Agent, with
respect to the 8.50% Senior Secured Notes due 2008 (incorporated by reference to Exhibit
10.69
 20




---



##### Table of Contents



ExhibitNumbers
    
    Descriptionto Quarterly Report of Hanover Compressor Company on Form 10-Q, filed with the
Commission on November 15, 2001).4.2
    
    Exchange and Registration Rights Agreement with respect to the 8.50% Senior Secured Notes
due 2008, dated as of August 30, 2001, among Hanover Equipment Trust 2001A, Hanover
Compressor Company, certain Guarantors party thereto, Goldman, Sachs & Co., J.P. Morgan
Securities Inc., Salomon Smith Barney, Inc. and Credit Suisse First Boston Corporation
(incorporated by reference to Exhibit 4.2 to the Trusts Form S-4 filed with the Commission
on December 21, 2001).4.3
    
    Participation Agreement, dated as of August 31, 2001, among Hanover Compression Limited
Partnership, as Lessee, Hanover Equipment Trust 2001A, as Lessor, General Electric Capital
Corporation, as Certificate Holders, certain Guarantors party thereto, Wilmington Trust
FSB, as Indenture Trustee, Collateral Agent under the Indenture, and in its individual
capacity, only to the extent expressly set forth therein, and Wilmington Trust Company, in
its individual capacity, only to the extent expressly set forth therein (incorporated by
reference to Exhibit 10.66 to Quarterly Report of Hanover Compressor Company on Form 10-Q,
filed with the Commission on November 15, 2001).4.4
    
    Annex A to Participation Agreement and other Operative Agreements, containing certain Rules
of Usage and Definitions (incorporated by reference to Exhibit 4.4 to the Trusts Form S-4
filed with the Commission on December 21, 2001).4.5
    
    Lease, dated as of August 31, 2001, between Hanover Equipment Trust 2001A, as Lessor, and
Hanover Compression Limited Partnership, as Lessee (incorporated by reference to Exhibit
10.64 to Quarterly Report of Hanover Compressor Company on Form 10-Q, filed with the
Commission on November 15, 2001).4.6
    
    Guarantee, dated as of August 31, 2001, made by Hanover Compression Limited Partnership,
Hanover Compressor Company, certain Guarantors party thereto, and certain Beneficiaries
party thereto (incorporated by reference to Exhibit 10.65 to Quarterly Report of Hanover
Compressor Company on Form 10-Q, filed with the Commission on November 15, 2001).4.7
    
    Security Agreement, dated as of August 31, 2001, made by Hanover Equipment Trust 2001A in
favor of Wilmington Trust FSB, as Collateral Agent (incorporated by reference to Exhibit
10.67 to Quarterly Report of Hanover Compressor Company on Form 10-Q, filed with the
Commission on November 15, 2001).4.8
    
    Assignment of Lease, Rents and Guarantee, dated as of August 31, 2001, from Hanover
Equipment Trust 2001A to Wilmington Trust FSB, as Collateral Agent (incorporated by
reference to Exhibit 10.68 to Quarterly Report of Hanover Compressor Company on Form 10-Q,
filed with the Commission on November 15, 2001).4.9
    
    Instrument of Resignation of Trustee, Appointment and Acceptance of Successor Trustee dated
as of September 29, 2004, incorporated by reference to Exhibit 4.9 to Hanover Equipment
Trust 2001As Current Report on Form 8-K filed with the SEC on October 4, 2004.31.1
    
    Certification pursuant to Rule 13a-14(a)/ 15d-14(a) of the Securities Exchange Act of 1934.*32.1
    
    Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the
SarbanesOxley Act of 2002.**99.1
    
    Item 1A. Risk Factors from Hanover
Compressor Companys Form 10-K for the year ended December
31, 2005.*
 
 *
    
    Filed herewith**
    
    Furnished herewith 21




---



##### Table of Contents



SIGNATURES
  Hanover Equipment Trust 2001ABy: Wilmington Trust Company, not in its individualcapacity but solely as Trusteefor the Hanover Equipment Trust 2001A/s/ DAVID A. VANASKEY, JR.Name:
    
    David A. Vanaskey, Jr.Title:
    
    Vice President
   
  22




---



##### Table of Contents



Report of Independent Registered Public Accounting Firm
       F-1




---



##### Table of Contents



HANOVER EQUIPMENT TRUST 2001A
 
 BALANCE SHEETS
  December 31,
    
    
    December 31,2005
    
    
    2004ASSETSCurrent assets:Cash and cash equivalents
    
    $
    
    
    
    $
    Accounts receivablerents
    
    
    3,907
    
    
    
    8,640Total current assets
    
    
    3,907
    
    
    
    8,640Rental equipment
    
    
    137,123
    
    
    
    309,300Total assets
    
    $
    141,030
    
    
    $
    317,940LIABILITIES AND CERTIFICATE HOLDERS EQUITYCurrent liabilities:Accrued liabilities
    
    $
    62
    
    
    $
    59Interest payable
    
    
    3,768
    
    
    
    8,500Equity certificate yield payable
    
    
    77
    
    
    
    81Total current liabilities
    
    
    3,907
    
    
    
    8,640Notes payable
    
    
    133,000
    
    
    
    300,000Total liabilities
    
    
    136,907
    
    
    
    308,640Commitments and contingencies (Note 5)Certificate holders equity:Equity certificates
    
    
    4,123
    
    
    
    9,300Accumulated trust earnings
    
    
    
    
    
    
    Certificate holders equity
    
    
    4,123
    
    
    
    9,300Total liabilities and certificate holders equity
    
    $
    141,030
    
    
    $
    317,940
  F-2




---



##### Table of Contents



HANOVER EQUIPMENT TRUST 2001A
 
 STATEMENTS OF OPERATIONS
  Year Ended December 31,2005
    
    
    2004
    
    
    2003Rental revenue
    
    $
    29,856
    
    
    $
    26,506
    
    
    $
    27,064Interest expense on rental equipment
    
    
    21,556
    
    
    
    25,500
    
    
    
    26,027Debt extinguishment costs
    
    
    7,318
    
    
    
    
    
    
    
    Excess rental revenue over interest expense on rental equipment
    
    
    982
    
    
    
    1,006
    
    
    
    1,037Operating expense
    
    
    98
    
    
    
    120
    
    
    
    173Net income
    
    $
    884
    
    
    $
    886
    
    
    $
    864
  F-3




---



##### Table of Contents



HANOVER EQUIPMENT TRUST 2001A
 
 STATEMENTS OF CASH FLOWS
  Year Ended December 31,2005
    
    
    2004
    
    
    2003Cash flows from operating activities:Net income
    
    $
    884
    
    
    $
    886
    
    
    $
    864Changes in assets and liabilitiesAccounts receivablerents
    
    
    4,733
    
    
    
    (25
    )
    
    
    1,471Interest payable
    
    
    (4,732
    )
    
    
    
    
    
    
    (1,053
    )Accrued liabilities
    
    
    3
    
    
    
    17
    
    
    
    (188
    )Net cash provided by operating activities
    
    
    888
    
    
    
    878
    
    
    
    1,094Cash flows from investing activities:Proceeds from the sale of rental equipment
    
    
    172,177
    
    
    
    
    
    
    
    Net cash provided by investing activities
    
    
    172,177
    
    
    
    
    
    
    
    Cash flows from financing activities:Redemption of senior secured notes
    
    
    (167,000
    )
    
    
    
    
    
    
    Repayment of equity certificates
    
    
    (5,177
    )
    
    
    
    
    
    
    Equity certificates yield paid
    
    
    (888
    )
    
    
    (878
    )
    
    
    (1,094
    )Net cash used in financing activities
    
    
    (173,065
    )
    
    
    (878
    )
    
    
    (1,094
    )Net change in cash and cash equivalents
    
    
    
    
    
    
    
    
    
    
    Cash and cash equivalents at beginning of period
    
    
    
    
    
    
    
    
    
    
    Cash and cash equivalents at end of period
    
    $
    
    
    
    $
    
    
    
    $
    Supplemental disclosure of cash flow information:Interest paid
    
    $
    26,288
    
    
    $
    25,500
    
    
    $
    27,080
  F-4




---



##### Table of Contents



HANOVER EQUIPMENT TRUST 2001A
 
 STATEMENTS OF CERTIFICATE HOLDERS EQUITY
  Equity certificates:Balance at December 31, 2004, 2003 and 2002
    
    $
    9,300Repayment of equity certificates
    
    
    (5,177
    )Balance at December 31, 2005
    
    $
    4,123ACCUMULATED TRUST EARNINGSBalance at December 31, 2002
    
    
    Net income
    
    
    864Equity certificates yield
    
    
    (864
    )Balance at December 31, 2003
    
    
    Net income
    
    
    886Equity certificates yield
    
    
    (886
    )Balance at December 31, 2004
    
    
    Net income
    
    
    884Equity certificates yield
    
    
    (884
    )Balance at December 31, 2005
    
    $
    
  F-5




---



##### Table of Contents



HANOVER EQUIPMENT TRUST 2001A
 
 NOTES TO FINANCIAL STATEMENTS
 1. Basis of Presentation
  Use of Estimates in the Financial Statements
  Cash and Cash Equivalents
  Revenue Recognition
  Concentrations of Credit Risk
  F-6




---



##### Table of Contents



Rental Equipment
  Long-Lived Assets
  Income Taxes
  2. Notes Payable
  December 31,
    
    
    December 31,2005
    
    
    2004Senior Secured Notes-fixed rate of
8.5% due September 1, 2008, interest
payable semi-annually on March 1 and
September 1
    
    $
    133,000
    
    
    $
    300,000
   F-7




---



##### Table of Contents



Redemption priceAfter Sept 1, 2005
    
    
    104.250
    %After Sept 1, 2006
    
    
    102.125
    %After Sept 1, 2007
    
    
    100.000
    %
   3. Equity Certificates
  F-8




---



##### Table of Contents



4. Lease Transaction
   Period ending December 31:2006
    
    
    $11,8102007
    
    
    11,8102008
    
    
    7,873$31,493
  5. Commitments and Contingencies
  6. Recent Accounting Pronouncements
  F-9




---



##### Table of Contents



F-10




---



##### Table of Contents



HANOVER EQUIPMENT TRUST 2001A
 SELECTED QUARTERLY UNAUDITED FINANCIAL DATA
  1st
    
    2nd
    
    3rd
    
    4thquarter
    
    quarter
    
    quarter
    
    quarter(in thousands)2005:Rental revenue
    
    $
    6,650
    
    
    $
    6,647
    
    
    $
    13,579
    
    
    $
    2,980Gross profit
    
    
    275
    
    
    
    272
    
    
    
    281
    
    
    
    154Net income
    
    
    244
    
    
    
    258
    
    
    
    256
    
    
    
    1262004:Rental revenue
    
    $
    6,615
    
    
    $
    6,614
    
    
    $
    6,638
    
    
    $
    6,639Gross profit
    
    
    240
    
    
    
    239
    
    
    
    263
    
    
    
    264Net income
    
    
    213
    
    
    
    213
    
    
    
    224
    
    
    
    236
 F-11




---



##### Table of Contents



EXHIBIT INDEX
 ExhibitNumbers
    
    Description3.1
    
    Certificate of Trust of Hanover Equipment Trust 2001A
(incorporated by reference to Exhibit 3.1 to the Trusts Form
S-4, filed with the Commission on December 21, 2001).3.2
    
    Amended and Restated Trust Agreement of Hanover Equipment
Trust 2001A, dated as of August 30, 2001, between General
Electric Capital Corporation, as Certificate Holder, and
Wilmington Trust Company, as Trustee (incorporated by
reference to Exhibit 3.2 to Form S-4 filed with the Commission
on December 21, 2001).4.1
    
    Indenture, dated as of August 30, 2001, between Hanover
Equipment Trust 2001A, the Hanover Guarantors parties thereto,
and Wilmington Trust FSB, as Trustee and Collateral Agent,
with respect to the 8.50% Senior Secured Notes due 2008
(incorporated by reference to Exhibit 10.69 to Quarterly
Report of Hanover Compressor Company on Form 10-Q, filed with
the Commission on November 15, 2001).4.2
    
    Exchange and Registration Rights Agreement with respect to the
8.50% Senior Secured Notes due 2008, dated as of August 30,
2001, among Hanover Equipment Trust 2001A, Hanover Compressor
Company, certain Guarantors party thereto, Goldman, Sachs &
Co., J.P. Morgan Securities Inc., Salomon Smith Barney, Inc.
and Credit Suisse First Boston Corporation (incorporated by
reference to Exhibit 4.2 to the Trusts Form S-4 filed with
the Commission on December 21, 2001).4.3
    
    Participation Agreement, dated as of August 31, 2001, among
Hanover Compression Limited Partnership, as Lessee, Hanover
Equipment Trust 2001A, as Lessor, General Electric Capital
Corporation, as Certificate Holders, certain Guarantors party
thereto, Wilmington Trust FSB, as Indenture Trustee,
Collateral Agent under the Indenture, and in its individual
capacity, only to the extent expressly set forth therein, and
Wilmington Trust Company, in its individual capacity, only to
the extent expressly set forth therein (incorporated by
reference to Exhibit 10.66 to Quarterly Report of Hanover
Compressor Company on Form 10-Q, filed with the Commission on
November 15, 2001).4.4
    
    Annex A to Participation Agreement and other Operative
Agreements, containing certain Rules of Usage and Definitions
(incorporated by reference to Exhibit 4.4 to the Trusts Form
S-4 filed with the Commission on December 21, 2001).4.5
    
    Lease, dated as of August 31, 2001, between Hanover Equipment
Trust 2001A, as Lessor, and Hanover Compression Limited
Partnership, as Lessee (incorporated by reference to Exhibit
10.64 to Quarterly Report of Hanover Compressor Company on
Form 10-Q, filed with the Commission on November 15, 2001).4.6
    
    Guarantee, dated as of August 31, 2001, made by Hanover
Compression Limited Partnership, Hanover Compressor Company,
certain Guarantors party thereto, and certain Beneficiaries
party thereto (incorporated by reference to Exhibit 10.65 to
Quarterly Report of Hanover Compressor Company on Form 10-Q,
filed with the Commission on November 15, 2001).




---



##### Table of Contents



ExhibitNumbers
    
    Description4.7
    
    Security Agreement, dated as of August 31, 2001, made by Hanover Equipment Trust 2001A in
favor of Wilmington Trust FSB, as Collateral Agent (incorporated by reference to Exhibit
10.67 to Quarterly Report of Hanover Compressor Company on Form 10-Q, filed with the
Commission on November 15, 2001).4.8
    
    Assignment of Lease, Rents and Guarantee, dated as of August 31, 2001, from Hanover
Equipment Trust 2001A to Wilmington Trust FSB, as Collateral Agent (incorporated by
reference to Exhibit 10.68 to Quarterly Report of Hanover Compressor Company on Form 10-Q,
filed with the Commission on November 15, 2001).4.9
    
    Instrument of Resignation of Trustee, Appointment and Acceptance of Successor Trustee dated
as of September 29, 2004, incorporated by reference to Exhibit 4.9 to Hanover Equipment
Trust 2001As Current Report on Form 8-K filed with the SEC on October 4, 2004.31.1
    
    Certification pursuant to Rule 13a-14(a)/ 15d-14(a) of the Securities Exchange Act of 1934.*32.1
    
    Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the
SarbanesOxley Act of 2002.**99.1
    
    Item 1A. Risk Factors from Hanover
Compressor Companys Form 10-K for the year ended December
31, 2005.*
 
 *
    
    Filed herewith**
    
    Furnished herewith