##### Table of Contents



UNITED STATES SECURITIES AND EXCHANGE COMMISSION
 Washington, D.C. 20549
 Form 10-K/A
 (Amendment No. 1)
  þ
    
    ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 For 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. 333-75814-1
 Hanover Compression Limited Partnership
 (Exact name of registrant as specified in its charter)
 Delaware(State or Other Jurisdiction of
Incorporation or Organization)
    
    75-2344249(I.R.S. Employer
Identification No.)
 12001 North Houston Rosslyn, Houston, Texas 77086
 (Address of principal executive offices, zip code)
 Registrants telephone number, including area code:
 (281) 447-8787
 Securities registered pursuant to Section 12(b) of the Act:
 NONE
 Securities registered pursuant to 12(g) of the Act:
 Title of class: None
 o þ
 o þ
 þ o
 Form 10-K þ
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 o þ




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TABLE OF CONTENTS
 Item 15. Exhibits, Financial Statement Schedule
    
    3Consent of PricewaterhouseCoopers LLPConsent of Ernst & Young LLPConsent of Ernst & Young LLPCertificate of CEO Pursuant to Rule 13a-14(a)Certificate of CFO Pursuant to Rule 13a-14(a)Certificate of CEO Pursuant to Section 1350Certificate of CFO Pursuant to Section 1350Financial Statements - December 31, 2005Financial Statements - December 31, 2005Financial Statements - December 31, 2004Financial Statements - December 31, 2004
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EXPLANATORY NOTE
   
 Item 15. Exhibits, Financial Statement Schedule
 The following documents are filed as part of this report or incorporated herein by
reference:
 1.
    
    The consolidated financial statements of the Company listed
on page 39 of our Form 10-K incorporated herein by reference.2.
    
    The financial schedule on page 9 of this report.3.
    
    The exhibits of the Company listed below.
  ExhibitNumber
    
    Description3.1
    
    Certificate of Limited Partnership of Hanover Compression
Limited Partnership, incorporated by reference to Exhibit
3.3 to the Registration Statement on Form S-4 (Registration
No. 333-75814).3.2
    
    Certificate of Amendment to Certificate of Limited
Partnership of Hanover Compression Limited Partnership,
dated as of January 2, 2001, incorporated by reference to
Exhibit 3.4 to the Registration Statement on Form S-4
(Registration No. 333-75814).3.3
    
    Certificate of Amendment to Certificate of Limited
Partnership of Hanover Compression Limited Partnership,
dated as of August 20, 2001, incorporated by reference to
Exhibit 3.5 to the Registration Statement on Form S-4
(Registration No. 333-75814).3.4
    
    Limited Partnership Agreement of Hanover Compression Limited
Partnership, dated December 8, 2000, by and among Hanover
LLC 3, LLC, a Delaware limited liability company, as general
partner, and Hanover Compression Limited Holdings, LLC, a
Delaware limited liability company, as limited partner,
incorporated by reference to Exhibit 3.1 to the Companys
Annual Report on Form 10-K for the year ended December 31,
2003.3.5
    
    Amendment to the Limited Partnership Agreement of Hanover
Compression Limited Partnership, dated December 29, 2000, by
and among Hanover Compression General Holdings, LLC, a
Delaware limited liability company, as general partner, and
Hanover Compression Limited Holdings, LLC, a Delaware
limited liability company, as limited partner, incorporated
by reference to Exhibit 3.2 to the Companys Annual Report
on Form 10-K for the year ended December 31, 2003.3.6
    
    Amendment to the Limited Partnership Agreement of Hanover
Compression Limited Partnership, dated December 30, 2002, by
and among Hanover Compression General Holdings, LLC, a
Delaware limited liability company, as general partner, and
Hanover HL, LLC, a Delaware limited liability company, as
limited partner, incorporated by reference to Exhibit 3.3 to
the Companys Annual Report on Form 10-K for the year ended
December 31, 2003.4.1
    
    Form of Hanover Compressor Capital Trust 7 1/4% Convertible
Preferred Securities, incorporated by reference to Exhibit
4.8 to Hanovers Registration Statement (File No. 333-30344)
on Form S-3 as filed with the SEC on February 14, 2000.4.2
    
    Indenture for the Convertible Junior Subordinated Debentures
due 2029, dated as of December 15, 1999, among Hanover, as
issuer, and Wilmington Trust Company, as trustee,
incorporated by reference to Exhibit 4.6 to Hanovers
Registration Statement (File No. 333-30344) on Form S-3
filed with the SEC on February 14, 2000.
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##### Table of Contents



ExhibitNumber
    
    Description4.3
    
    Form of Hanover Compressor Company Convertible Subordinated
Junior Debentures due 2029, incorporated by reference to
Exhibit 4.9 to Hanovers Registration Statement (File No.
333-30344) on Form S-3 as filed with the SEC on February 14,
2000.4.4
    
    Indenture for the 4.75% Convertible Senior Notes due 2008,
dated as of March 15, 2001, between Hanover and Wilmington
Trust Company, as trustee, incorporated by reference to
Exhibit 4.7 to Hanovers Annual Report on Form 10-K for the
year ended December 31, 2003.4.5
    
    Form of 4.75% Convertible Senior Notes due 2008,
incorporated by reference to Exhibit 4.8 to Hanovers Annual
Report on Form 10-K for the year ended December 31, 2003.4.6
    
    Indenture for the 8.50% Senior Secured Notes due 2008, dated
as of August 30, 2001, among the 2001A Trust, as issuer,
Hanover Compression Limited Partnership and certain
subsidiaries, as guarantors, and Wilmington Trust FSB, as
Trustee, incorporated by reference to Exhibit 10.69 to
Hanovers Quarterly Report on Form 10-Q for the quarter
ended September 30, 2001.4.7
    
    Form of 8.50% Senior Secured Notes due 2008, incorporated by
reference to Exhibit 4.10 to Hanovers Annual Report on Form
10-K for the year ended December 31, 2003.4.8
    
    Indenture for the 8.75% Senior Secured Notes due 2011, dated
as of August 30, 2001, among the 2001B Trust, as issuer,
Hanover Compression Limited Partnership and certain
subsidiaries, as guarantors, and Wilmington Trust FSB, as
Trustee, incorporated by reference to Exhibit 10.75 to
Hanovers Quarterly Report on Form 10-Q for the quarter
ended September 30, 2001.4.9
    
    Form of 8.75% Senior Secured Notes due 2011, incorporated by
reference to Exhibit 4.12 to Hanovers Annual Report on Form
10-K for the year ended December 31, 2003.4.10
    
    Indenture for the Zero Coupon Subordinated Notes due March
31, 2007, dated as of May 14, 2003, between Hanover and
Wachovia Bank, National Association, as trustee,
incorporated by reference to Exhibit 4.1 to Hanovers
Registration Statement (File No. 333-106384) on Form S-3, as
filed with the SEC on June 23, 2003.4.11
    
    Form of Zero Coupon Subordinated Notes due March 31, 2007,
incorporated by reference to Exhibit 4.14 to Hanovers
Annual Report on Form 10-K for the year ended December 31,
2003.4.12
    
    Senior Indenture, dated as of December 15, 2003, among
Hanover, Subsidiary Guarantors named therein and Wachovia
Bank, National Association, as trustee, incorporated by
reference to Exhibit 4.1 to Hanovers Registration Statement
on Form 8-A, as filed with the SEC on December 15, 2003.4.13
    
    First Supplemental Indenture to the Senior Indenture dated
as of December 15, 2003, relating to the 8.625% Senior Notes
due 2010, dated as of December 15, 2003, among Hanover
Compressor Company, Hanover Compression Limited Partnership
and Wachovia Bank, National Association, as trustee,
incorporated by reference to Exhibit 4.2 to Hanovers
Registration Statement on Form 8-A, as filed with the SEC on
December 15, 2003.4.14
    
    Form of 8.625% Senior Notes due 2010, incorporated by
reference to Exhibit 4.17 to Hanovers Annual Report on Form
10-K for the year ended December 31, 2003.4.15
    
    Second Supplemental Indenture to the Senior Indenture dated
as of December 15, 2003, relating to the 4.75% Convertible
Senior Notes due 2014, dated as of December 15, 2003,
between Hanover and Wachovia Bank, National Association, as
trustee, incorporated by reference to Exhibit 4.4 to
Hanovers Current Report on Form 8-K, as filed with the SEC
on December 16, 2003.4.16
    
    Form of 4.75% Convertible Senior Notes due 2014,
incorporated by reference to Exhibit 4.19 to Hanovers
Annual Report on Form 10-K for the year ended December 31,
2003.4.17
    
    Third Supplemental Indenture to the Senior Indenture dated
as of December 15, 2003, relating to the 9.0% Senior Notes
due 2014, dated as of June 1, 2004, among Hanover Compressor
Company, Hanover Compression Limited Partnership and
Wachovia Bank, National Association, as trustee,
incorporated by reference to Exhibit 4.2 to the Registration
Statement of Hanover Compressor Company and Hanover
Compression Limited Partnership on Form 8-A under the
Securities Act of 1934, as filed on June 2, 2004.
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##### Table of Contents



ExhibitNumber
    
    Description4.18
    
    Form of 9% Senior Notes due 2014, incorporated by reference
to Exhibit 4.3 to the Registration Statement of Hanover
Compressor Company and Hanover Compression Limited
Partnership on Form 8-A under the Securities Act of 1934, as
filed on June 2, 2004.10.1
    
    Stipulation and Agreement of Settlement, dated as of October
23, 2003, incorporated by reference to Exhibit 10.1 to
Hanovers Quarterly Report on Form 10-Q for the quarter
ended September 30, 2003.10.2
    
    PIGAP Settlement Agreement, dated as of May 14, 2003, by and
among Schlumberger Technology Corporation, Schlumberger
Oilfield Holdings Limited, Schlumberger Surenco S.A.,
Hanover and Hanover Compression Limited Partnership,
incorporated by reference to Exhibit 10.2 to Hanovers
Annual Report on Form 10-K for the year ended December 31,
2003.10.3
    
    Credit Agreement, dated as of November 21, 2005, among
Hanover, Hanover Compression Limited Partnership, The Royal
Bank of Scotland plc as Syndication Agent, JPMorgan Chase
Bank, N.A. as Administrative Agent, and the several lenders
parties thereto, incorporated by reference to Exhibit 10.3 to
Hanovers Annual Report on Form 10-K for the year ended
December 31, 2005.10.4
    
    Guarantee and Collateral Agreement, dated as of November 21,
2005, among Hanover, Hanover Compression Limited Partnership
and certain of their subsidiaries in favor of JPMorgan Chase
Bank, N.A. as Collateral Agent, incorporated by reference to
Exhibit 10.4 to Hanovers Annual Report on Form 10-K for the
year ended December 31, 2005.10.5
    
    Lease, dated as of August 31, 2001, between Hanover
Equipment Trust 2001A (the 2001A Trust) and Hanover
Compression Limited Partnership, incorporated by reference
to Exhibit 10.64 to Hanovers Quarterly Report on Form 10-Q
for the quarter ended September 30, 2001.10.6
    
    Guarantee, dated as of August 31, 2001, made by Hanover,
Hanover Compression Limited Partnership, and certain
subsidiaries, incorporated by reference to Exhibit 10.65 to
Hanovers Quarterly Report on Form 10-Q for the quarter
ended September 30, 2001.10.7
    
    Participation Agreement, dated as of August 31, 2001, among
Hanover Compression Limited Partnership, the 2001A Trust,
and General Electric Capital Corporation, incorporated by
reference to Exhibit 10.66 to Hanovers Quarterly Report on
Form 10-Q for the quarter ended September 30, 2001.10.8
    
    Security Agreement, dated as of August 31, 2001, made by the
2001A Trust in favor of Wilmington Trust FSB as collateral
agent, incorporated by reference to Exhibit 10.67 to
Hanovers Quarterly Report on Form 10-Q for the quarter
ended September 30, 2001.10.9
    
    Assignment of Leases, Rents and Guarantee from the 2001A
Trust to Wilmington Trust FSB, dated as of August 31, 2001,
incorporated by reference to Exhibit 10.68 to Hanovers
Quarterly Report on Form 10-Q for the quarter ended
September 30, 2001.10.10
    
    Lease, dated as of August 31, 2001, between Hanover
Equipment Trust 2001B (the 2001B Trust) and Hanover
Compression Limited Partnership, incorporated by reference
to Exhibit 10.70 to Hanovers Quarterly Report on Form 10-Q
for the quarter ended September 30, 2001.10.11
    
    Guarantee, dated as of August 31, 2001, made by Hanover,
Hanover Compression Limited Partnership, and certain
subsidiaries, incorporated by reference to Exhibit 10.71 to
Hanovers Quarterly Report on Form 10-Q for the quarter
ended September 30, 2001.10.12
    
    Participation Agreement, dated as of August 31, 2001, among
Hanover Compression Limited Partnership, the 2001B Trust,
and General Electric Capital Corporation, incorporated by
reference to Exhibit 10.72 to Hanovers Quarterly Report on
Form 10-Q for the quarter ended September 30, 2001.10.13
    
    Security Agreement, dated as of August 31, 2001, made by the
2001B Trust in favor of Wilmington Trust FSB as collateral
agent, incorporated by reference to Exhibit 10.73 to
Hanovers Quarterly Report on Form 10-Q for the quarter
ended September 30, 2001.10.14
    
    Assignment of Leases, Rents and Guarantee from the 2001B
Trust to Wilmington Trust FSB, dated as of August 31, 2001,
incorporated by reference to Exhibit 10.74 to Hanovers
Quarterly Report on Form 10-Q for the quarter ended
September 30, 2001.
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##### Table of Contents



ExhibitNumber
    
    Description10.15
    
    Amended and Restated Declaration of Trust of Hanover
Compressor Capital Trust, dated as of December 15, 1999,
among Hanover, as sponsor, Wilmington Trust Company, as
property trustee, and Richard S. Meller, William S. Goldberg
and Curtis A. Bedrich, as administrative trustees,
incorporated by reference to Exhibit 4.5 to Hanovers
Registration Statement (File No. 333-30344) on Form S-3
filed with the SEC on February 14, 2000.10.16
    
    Preferred Securities Guarantee Agreement, dated as of
December 15, 1999, between Hanover, as guarantor, and
Wilmington Trust Company, as guarantee trustee, incorporated
by reference to Exhibit 4.10 to Hanovers Registration
Statement (File No. 333-30344) on Form S-3 as filed with the
SEC on February 14, 2000.10.17
    
    Common Securities Guarantee Agreement, dated as of December
15, 1999, by Hanover, as guarantor, for the benefit of the
holders of common securities of Hanover Compressor Capital
Trust, incorporated by reference to Exhibit 4.11 to
Hanovers Registration Statement (File No. 333-30344) on
Form S-3 as filed with the SEC on February 14, 2000.10.18
    
    Purchase Agreement, dated June 28, 2001, among Schlumberger
Technology Corporation, Schlumberger Oilfield Holdings Ltd.,
Schlumberger Surenco S.A., Camco International Inc., Hanover
and Hanover Compression Limited Partnership, incorporated by
reference to Exhibit 10.63 to Hanovers Quarterly Report on
Form 10-Q for the quarter ended June 30, 2001.10.19
    
    Schedule 1.2(c) to Purchase Agreement, dated June 28, 2001,
among Schlumberger Technology Corporation, Schlumberger
Oilfield Holdings Limited, Schlumberger Surenco S.A., Camco
International Inc., Hanover and Hanover Compression Limited
Partnership, incorporated by reference to Exhibit 99.1 to
Hanovers Current Report on Form 8-K filed with the SEC on
February 6, 2003.10.20
    
    Amendment No. 1, dated as of August 31, 2001, to Purchase
Agreement among Schlumberger Technology Corporation,
Schlumberger Oilfield Holdings Ltd., Schlumberger Surenco
S.A., Camco International Inc., Hanover and Hanover
Compression Limited Partnership, incorporated by reference
to Exhibit 99.3 to Hanovers Current Report on Form 8-K
filed with the SEC on September 14, 2001.10.21
    
    Amendment No. 2, dated as of July 8, 2005 to Purchase
Agreement by and among Hanover, Hanover Compression Limited
Partnership and Schlumberger Technology Corporation, for
itself and as successor in interest to Camco International
Inc., Schlumberger Surenco S.A. and Schlumberger Oilfield
Holdings Ltd., incorporated by reference to Exhibit 10.1 to
Hanovers Current Report on Form 8-K filed with the SEC on
July 13, 2005.10.22
    
    Most Favored Supplier and Alliance Agreement, dated August
31, 2001, among Schlumberger Oilfield Holdings Limited,
Schlumberger Technology Corporation and Hanover Compression
Limited Partnership, incorporated by reference to Exhibit
99.4 to Hanovers Current Report on Form 8-K filed with the
SEC on September 14, 2001.10.23
    
    Agreement by and among SJMB, L.P., Charles Underbrink, John
L. Thompson, Belleli Energy S.r.l. and Hanover Compressor
Company and certain of its subsidiaries dated September 20,
2002, incorporated by reference to Exhibit 10.62 to
Hanovers Annual Report on Form 10-K for the fiscal year
ended December 31, 2002.10.24
    
    Hanover Compressor Company Stock Compensation Plan,
incorporated by reference to Exhibit 10.63 to Hanovers
Annual Report on Form 10-K for the fiscal year ended
December 31, 2002.10.25
    
    Hanover Compressor Company Senior Executive Stock Option
Plan, incorporated by reference to Exhibit 10.4 to Hanovers
Registration Statement (File No. 333-24953) on Form S-1, as
amended.10.26
    
    Hanover Compressor Company 1993 Management Stock Option
Plan, incorporated by reference to Exhibit 10.5 to Hanovers
Registration Statement (File No. 333-24953) on Form S-1, as
amended.10.27
    
    Hanover Compressor Company Incentive Option Plan,
incorporated by reference to Exhibit 10.6 to Hanovers
Registration Statement (File No. 333-24953) on Form S-1, as
amended.10.28
    
    Amendment and Restatement of the Hanover Compressor Company
Incentive Option Plan, incorporated by reference to Exhibit
10.7 to Hanovers Registration Statement (File No.
333-24953) on Form S-1, as amended.10.29
    
    Hanover Compressor Company 1995 Employee Stock Option Plan,
incorporated by reference to Exhibit 10.8 to Hanovers
Registration Statement (File No. 333-24953) on Form S-1, as
amended.10.30
    
    Hanover Compressor Company 1995 Management Stock Option
Plan, incorporated by reference to Exhibit 10.9 to
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##### Table of Contents



ExhibitNumber
    
    DescriptionHanovers Registration Statement (File No. 333-24953) on Form S-1, as
amended.10.31
    
    Form of Stock Option Agreement for DeVille and Mcneil,
incorporated by reference to Exhibit 10.70 to Hanovers
Annual Report on Form 10-K for the fiscal year ended
December 31, 2002.10.32
    
    Form of Stock Option Agreements for Wind Bros, incorporated
by reference to Exhibit 10.71 to Hanovers Annual Report on
Form 10-K for the fiscal year ended December 31, 2002.10.33
    
    Hanover Compressor Company 1996 Employee Stock Option Plan,
incorporated by reference to Exhibit 10.10 to Hanovers
Registration Statement (File No. 333-24953) on Form S-1, as
amended.10.34
    
    Hanover Compressor Company 1997 Stock Option Plan, as
amended, incorporated by reference to Exhibit 10.23 to
Hanovers Registration Statement (File No. 333-24953) on
Form S-1, as amended.10.35
    
    1997 Stock Purchase Plan, incorporated by reference to
Exhibit 10.24 to Hanovers Registration Statement (File No.
333-24953) on Form S-1, as amended.10.36
    
    Hanover Compressor Company 1998 Stock Option Plan,
incorporated by reference to Exhibit 10.7 to Hanovers
Quarterly Report on Form 10-Q for the quarter ended
September 30, 1998.10.37
    
    First Amendment to the Hanover Compressor Company 1998 Stock
Option Plan, incorporated by reference to Exhibit 10.2 to
Hanovers Current Report on Form 8-K filed with the SEC on
July 13, 2005.10.38
    
    Hanover Compressor Company December 9, 1998 Stock Option
Plan, incorporated by reference to Exhibit 10.33 to
Hanovers Annual Report on Form 10-K for the fiscal year
ended December 31, 1998.10.39
    
    Hanover Compressor Company 1999 Stock Option Plan,
incorporated by reference to Exhibit 4.1 to Hanovers
Registration Statement (File No. 333-32092) on Form S-8
filed with the SEC on March 10, 2000.10.40
    
    First Amendment to the Hanover Compressor Company 1999 Stock
Option Plan, incorporated by reference to Exhibit 10.3 to
Hanovers Current Report on Form 8-K filed with the SEC on
July 13, 2005.10.41
    
    Hanover Compressor Company 2001 Equity Incentive Plan,
incorporated by reference to Exhibit 4.1 to Hanovers
Registration Statement (File No. 333-73904) on Form S-8
filed with the SEC on November 21, 2001.10.42
    
    First Amendment to the Hanover Compressor Company 2001
Equity Incentive Plan, incorporated by reference to Exhibit
10.4 to Hanovers Current Report on Form 8-K filed with the
SEC on July 13, 2005.10.43
    
    Hanover Compressor Company 2003 Stock Incentive Plan,
incorporated by reference to Hanovers Definitive Proxy
Statement on Schedule 14A, as filed with the SEC on April
15, 2003.10.44
    
    First Amendment to the Hanover Compressor Company 2003 Stock
Incentive Plan, incorporated by reference to Exhibit 10.5 to
Hanovers Current Report on Form 8-K filed with the SEC on
July 13, 2005.10.45
    
    Employment Letter with Peter Schreck, dated August 22, 2000,
incorporated by reference to Exhibit 10.1 to Hanovers
Quarterly Report on Form 10-Q for the quarter ended March
31, 2003.10.46
    
    Employment Letter with Stephen York, dated March 6, 2002,
incorporated by reference to Exhibit 10.2 to Hanovers
Quarterly Report on Form 10-Q for the quarter ended March
31, 2003.10.47
    
    Promissory Note and Indenture dated April 21, 2004 relating
to $6,650,000 payable to Milberg, Weiss, Bershad, Hynes &
Lerach LLP as Escrow Agent with respect to the settlement
fund as defined in that certain Stipulation and Agreement
and Settlement dated as of October 23, 2003, incorporated by
reference to Exhibit 10.1 to Hanovers Quarterly Report on
Form 10-Q for the quarter ended March 31, 2004.10.48
    
    Employment Letter with Gary M. Wilson dated April 9, 2004,
incorporated by reference to Exhibit 10.1 to Hanovers
Quarterly Report on Form 10-Q for the quarter ended June 30,
2004.10.49
    
    Employment Letter with John E. Jackson dated October 5,
2004, incorporated by reference to Exhibit 10.1 to Hanovers
Current Report on Form 8-K, as filed with the SEC on October
6, 2004.10.50
    
    Change of Control and Severance Agreement dated July 29,
2005 between John E. Jackson and Hanover,
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##### Table of Contents



ExhibitNumber
    
    Descriptionincorporated by
reference to Exhibit 10.1 to Hanovers Quarterly Report on
Form 10-Q for the quarter ended June 30, 2005.10.51
    
    Employment Letter with Lee E. Beckelman dated January 31,
2005, incorporated by reference to Exhibit 10.1 to Hanovers
Current Report on Form 8-K, as filed with the SEC on
February 1, 2005.10.52
    
    Employment Letter with Anita H. Colglazier dated April 4,
2002 with explanatory note, incorporated by reference to
Exhibit 10.61 to Hanovers Annual Report on Form 10-K for
the year ended December 31, 2005. 10.53
    
    Letter to Brian Matusek regarding employment terms,
incorporated by reference to Exhibit 10.1 to Hanovers
Current Report on Form 8-K filed with the SEC on April 18,
2005. 10.54
    
    Employment Letter with Norrie Mckay effective as of May 16,
2005, incorporated by reference to Exhibit 10.1 to Hanovers
Quarterly Report on Form 10-Q for the quarter ended March
31, 2005.10.55
    
    Form of Change of Control Agreement dated July 29, 2005
between Hanover and each of Messrs. Lee E. Beckelman, Brian
A. Matusek, Gary M. Wilson, Steven W. Muck, Norman A. Mckay,
Stephen P. York and Peter G. Schreck and Ms. Anita H.
Colglazier, incorporated by reference to Exhibit 10.2 to
Hanovers Quarterly Report on Form 10-Q For the quarter
ended June 30, 2005.14.1
    
    P.R.I.D.E. in Performance  Hanovers Guide to Ethical
Business Conduct (the Code of Ethics), incorporated by
reference to Exhibit 14.1 to Hanovers Annual Report on Form
10-K for the year ended December 31, 2003.14.2
    
    Amendment to the Code of Ethics, incorporated by reference
to Exhibit 14.1 to Hanovers Current Report on Form 8-K, as
filed with the SEC on January 20, 2005.23.1
    
    Consent of PricewaterhouseCoopers
LLP.**23.2
    
    Consent of Ernst & Young LLP.**23.3
    
    Consent of Ernst & Young LLP.**31.1
    
    Certification of the Chief Executive Officer pursuant to
Rule 13a-14(a)/15d-14(a) of the Securities Exchange Act of
1934.**31.2
    
    Certification of the Chief Financial Officer pursuant to
Rule 13a-14(a)/15d-14(a) of the Securities Exchange Act of
1934.**32.1
    
    Certification of the Chief Executive Officer pursuant to 18
U.S.C. Section 1350, as adopted pursuant to Section 906 of
the Sarbanes-Oxley Act of 2002.**32.2
    
    Certification of the Chief Financial Officer pursuant to 18
U.S.C. Section 1350, as adopted pursuant to Section 906 of
the Sarbanes-Oxley Act of 2002.**99.1
    
    Letter from GKH partners regarding wind-up of GKH
Investments, L.P. and GKH Private Limited, dated October 15,
2001, incorporated by reference to Exhibit 99.1 to Hanovers
Current Report on Form 8-K filed with the SEC on October 18,
2001.99.2
    
    Letter from GKH Partners, L.P. to Mark S. Berg, Senior Vice
President and General Counsel of Hanover, dated November 12,
2002, incorporated by reference to Exhibit 99.1 to Hanovers
Current Report on Form 8-K filed with the SEC on November
15, 2002.99.3
    
    Letter from GKH Partners, L.P. to Mark S. Berg, Senior Vice
President and General Counsel of Hanover, dated March 11,
2004, incorporated by reference to Exhibit 99.1 to Hanovers
Current Report on Form 8-K filed with the SEC on March 12,
2004.99.4
    
    Financial Statements of WilPro Energy Services (PIGAP II) Limited for the fiscal year ended
December 31, 2005.**99.5
    
    Financial Statements of WilPro Energy Services (El Furrial) Limited for the fiscal year ended
December 31, 2005.**99.6
    
    Financial Statements of WilPro Energy Services (PIGAP II) Limited for the fiscal year ended
December 31, 2004.**99.7
    
    Financial Statements of WilPro Energy Services (El Furrial) Limited for the fiscal year ended
December 31, 2004.**
 
 *
    
    Filed on March 15, 2006 as an exhibit to the Registrants Annual Report
on From 10-K for the fiscal year ended December 31, 2005.**
    
    Filed herewith
    
    Management contract or compensatory plan or arrangement 8




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##### Table of Contents



SCHEDULE II
 HANOVER COMPRESSION LIMITED PARTNERSHIP
VALUATION AND QUALIFYING ACCOUNTS
 AdditionsBalance at
    
    Charged to
    
    
    
    
    
    Balance atBeginning
    
    Costs and
    
    
    
    
    
    End ofDescription
    
    of Period
    
    Expenses
    
    Deductions
    
    Period(In thousands)Allowance for doubtful accounts deducted from accounts
receivable in the balance sheet2005
    
    $
    7,573
    
    
    $
    1,955
    
    
    $
    4,777
    (1)
    
    $
    4,7512004
    
    
    5,460
    
    
    
    2,658
    
    
    
    545
    (1)
    
    
    7,5732003
    
    
    5,162
    
    
    
    4,028
    
    
    
    3,730
    (1)
    
    
    5,460Allowance for obsolete and slow moving inventory deducted from
inventories in the balance sheet2005
    
    $
    11,699
    
    
    $
    148
    
    
    $
    50
    (2)
    
    $
    11,7972004
    
    
    12,729
    
    
    
    1,062
    
    
    
    2,092
    (2)
    
    
    11,6992003
    
    
    14,211
    
    
    
    1,536
    
    
    
    3,018
    (2)
    
    
    12,729Allowance for deferred tax assets not expected to be realized2005
    
    $
    39,662
    
    
    $
    4,974
    
    
    $
    3,036
    (3)
    
    $
    41,6002004
    
    
    29,269
    
    
    
    23,396
    
    
    
    13,003
    (3)
    
    
    39,6622003
    
    
    23,371
    
    
    
    20,409
    
    
    
    14,511
    (3)
    
    
    29,269Allowance for employee loans2003
    
    $
    6,021
    
    
    $
    
    
    
    $
    6,021
    (4)
    
    $
    
 
 (1)
    
    Uncollectible accounts written off, net of recoveries.(2)
    
    Obsolete inventory written off at cost, net of value received.(3)
    
    Reflects utilization of tax assets that previously had a valuation allowance.(4)
    
    During 2003, the notes receivable for loans to employees who were not executive officers were forgiven. 9




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##### Table of Contents



SIGNATURES
  Hanover
Compression Limited PartnershipBy: /s/ John E. JacksonJohn E. JacksonPresident and Chief Executive Officer(Principal Executive Officer)Date:
June 12, 2006
 10




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##### Table of Contents



ExhibitNumber
    
    Description23.1
    
    Consent of PricewaterhouseCoopers LLP.23.2
    
    Consent of Ernst & Young LLP.23.3
    
    Consent of Ernst & Young LLP.31.1
    
    Certificate of the Chief Executive Officer pursuant to Rule 13a-14(a)/15d-14(a) of the Securities Exchange Act of 1934.31.2
    
    Certificate of the Chief Financial Officer pursuant to Rule 13a-14(a)/15d-14(a) of the Securities Exchange Act of 1934.32.1
    
    Certificate of the Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of
the Sarbanes-Oxley Act of 2002.32.2
    
    Certificate of the Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of
the Sarbanes-Oxley Act of 2002.99.4
    
    Financial Statements of WilPro Energy Services (PIGAP II) Limited for the fiscal year ended December 31, 2005.99.5
    
    Financial Statements of WilPro Energy Services (El Furrial) Limited for the fiscal year ended December 31, 2005.99.6
    
    Financial Statements of WilPro Energy Services (PIGAP II) Limited for the fiscal year ended
December 31, 2004.99.7
    
    Financial Statements of WilPro Energy Services (El Furrial) Limited for the fiscal year ended
December 31, 2004.
 11