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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. 333-75818
 Hanover Equipment Trust 2001B
 (Exact name of registrant as specified in its charter)
 Delaware
    
    51-6523442(State or Other Jurisdiction of
    
    (I.R.S. EmployerIncorporation or Organization)
    
    Identification No.)c/o Wilmington Trust CompanyRodney Square North1100 North Market StreetWilmington, Delaware
    
    19890(Address of Principal Executive Offices)
    
    (Zip Code)
 (302) 651-1000
(Registrants telephone number, including area code)
 
 
 o þ
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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
    
    
    11ITEM 6. Selected Financial Data
    
    
    12ITEM 7. Managements Discussion and Analysis of Financial Condition and
Results of Operation
    
    
    13ITEM 7A. Quantitative and Qualitative Disclosures about Market Risk
    
    
    17ITEM 8. Financial Statements and Supplementary Data
    
    
    17ITEM 9. Changes in and Disagreements with Accountants on Accounting and
Financial Disclosure
    
    
    17ITEM 9A. Controls and Procedures
    
    
    17ITEM 9B. Other Information
    
    
    17PART IIIITEM 10. Directors and Executive Officers of Hanover Equipment Trust 2001B
    
    
    18ITEM 11. Executive Compensation
    
    
    18ITEM 12. Security Ownership of Certain Beneficial Owners and Management and
Related Stockholder Matters
    
    
    18ITEM 13. Certain Relationships and Related Transactions
    
    
    18ITEM 14. Principal Accountant Fees and Services
    
    
    18PART IVITEM 15. Exhibits and Financial Statement Schedules
    
    
    19SIGNATURES
    
    
    21Report 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




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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;
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
    
    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:
 
    
    unexpected changes in regulatory requirements;
    
    tariffs and other trade barriers that may restrict their ability to enter into new markets;
    
    governmental actions that result in the deprivation of contract rights;
    
    changes in political and economic conditions in the countries in which they operate, including
civil uprisings, riots, kidnappings and terrorist acts, particularly with respect to their
operations in Nigeria;
    
    potentially adverse tax consequences;
    
    restrictions on repatriation of earnings or expropriation of property without fair compensation;
    
    difficulties in establishing new international offices and risks inherent in establishing new
relationships in foreign countries; and
    
    the burden of complying with the various laws and regulations in the countries in which they
operate.
 
    
    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s 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




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
    
    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




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
    
    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.
   Financing
  6




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Obligation
    
    Amount Due
    
    Date Due8.75% Senior
SecuredNotes due 2011
    
    $ 10,937,500
    
    
    
    Each March 1 and
September 1 to maturityEquity Certificate
    
    Accrued return on
approximately $7.8
    
    March 1, June 1, September 1 and December 1 to maturitymillion, based on the
floating certificateholder yield rate of
the Eurodollar rateor the prime rate,
plus a spread in eachcase of 8.375% (1)
 
 (1)
    
    As of December 31, 2005, based upon the certificate holder yield rate
of 12.7%, the Trust would make payments to the equity certificate
holder of approximately $246,000 per quarter. Industry
 Natural Gas Compression Overview
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
    
    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.
 Our Equipment
  Customers
  Environmental and Other Regulations
  8




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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.
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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.
   If HCLP declares bankruptcy, our rights against HCLP and Hanover may be limited.
  10




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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
  
 PART II
 
 ITEM 5. Market for Registrants Common Equity, Related Stockholder Matters and Issuer Purchases of
Equity Securities
   11




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ITEM 6. Selected Financial Data
 SELECTED HISTORICAL FINANCIAL DATA OF HANOVER EQUIPMENT TRUST 2001B
   For thePeriod FromAugust 16, 2001(Inception)toYear Ended December 31,
    
    
    December 31,2005
    
    
    2004
    
    
    2003
    
    
    2002
    
    
    2001(in thousands)Rental revenue
    
    $
    22,888
    
    
    $
    22,766
    
    
    $
    23,226
    
    
    $
    25,603
    
    
    $
    7,911Interest expense on rental equipment
    
    
    21,875
    
    
    
    21,875
    
    
    
    22,307
    
    
    
    24,186
    
    
    
    7,352Excess rental revenue over
interest expense on rental
equipment
    
    
    1,013
    
    
    
    891
    
    
    
    919
    
    
    
    1,417
    
    
    
    559Operating expense
    
    
    96
    
    
    
    119
    
    
    
    165
    
    
    
    623
    
    
    
    269Net income
    
    $
    917
    
    
    $
    772
    
    
    $
    754
    
    
    $
    794
    
    
    $
    290Balance Sheet Data (End of Period):Rental equipment
    
    $
    257,750
    
    
    $
    257,750
    
    
    $
    257,750
    
    
    $
    257,750
    
    
    $
    257,750Total assets
    
    
    265,187
    
    
    
    265,171
    
    
    
    265,147
    
    
    
    266,346
    
    
    
    265,6028.50% senior secured notes due 2008
    
    
    250,000
    
    
    
    250,000
    
    
    
    250,000
    
    
    
    250,000
    
    
    
    250,000Certificate holders equity
    
    
    7,750
    
    
    
    7,750
    
    
    
    7,750
    
    
    
    7,750
    
    
    
    7,750
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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
  Rental Equipment
  Long-Lived Assets
  13




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RESULTS OF OPERATIONS
 YEAR ENDED DECEMBER 31, 2005 COMPARED TO YEAR ENDED DECEMBER 31, 2004
 Revenues
    Expenses
  YEAR ENDED DECEMBER 31, 2004 COMPARED TO YEAR ENDED DECEMBER 31, 2003
 Revenues
   14




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Expenses
   LIQUIDITY AND CAPITAL RESOURCES
    15




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Redemption PriceAfter Sept 1, 2006
    
    
    104.375
    %After Sept 1, 2007
    
    
    102.917
    %After Sept 1, 2008
    
    
    101.458
    %After Sept 1, 2009
    
    
    100.000
    %
  Cash Contractual Obligations:
    
    Total
    
    
    2006
    
    
    2007-2008
    
    
    2009-2010
    
    
    Thereafter(In thousands)2001B equipment lease notes, due 2011
    
    $
    250,000
    
    
    $
    
    
    
    $
    
    
    
    $
    
    
    
    $
    250,000Interest on long-term debt
    
    
    130,229
    
    
    
    22,982
    
    
    
    45,964
    
    
    
    45,964
    
    
    
    15,319Total contractual cash obligations
    
    $
    380,229
    
    
    $
    22,982
    
    
    $
    45,964
    
    
    $
    45,964
    
    
    $
    265,319
 RECENT ACCOUNTING PRONOUNCEMENTS
   16




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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
   
 ITEM 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
  
 ITEM 9A. Controls and Procedures
  
 ITEM 9B. Other Information
  17




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PART III
 
 ITEM 10. Directors and Executive Officers of Hanover Equipment Trust 2001B
  
 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
  
 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
  18




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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
    ExhibitNumber
    
    Description3.1
    
    Certificate of Trust of Hanover Equipment Trust 2001B (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 2001B, 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 2001B, the Hanover
Guarantors parties thereto, and Wilmington Trust FSB, as Trustee and Collateral Agent, with
respect to the 8.75% Senior Secured Notes due 2011 (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 8.75% Senior Secured Notes
due 2011, dated as of August 30, 2001, among Hanover Equipment Trust 2001B, 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 2001B, 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 2001B, as Lessor, and
Hanover Compression Limited Partnership, as Lessee (incorporated by reference to Exhibit
10.64
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ExhibitNumber
    
    Descriptionto 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 2001B 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 2001B 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 2001B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 20




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SIGNATURES
  Hanover Equipment Trust 2001BBy: Wilmington Trust Company, not in itsindividual capacity but solely as Trusteefor the Hanover Equipment Trust 2001B/s/ DAVID A. VANASKEY, JR.Name:
    
    David A. Vanaskey, Jr.Title:
    
    Vice President
   
  21




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Report of Independent Registered Public Accounting Firm
 
   
 F-1




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HANOVER EQUIPMENT TRUST 2001B
 
 BALANCE SHEETS
  December 31,
    
    
    December 31,2005
    
    
    2004ASSETSCurrent assets:Cash and cash equivalents
    
    $
    
    
    
    $
    Accounts receivablerents
    
    
    7,437
    
    
    
    7,421Total current assets
    
    
    7,437
    
    
    
    7,421Rental equipment
    
    
    257,750
    
    
    
    257,750Total assets
    
    $
    265,187
    
    
    $
    265,171LIABILITIES AND CERTIFICATE HOLDERS EQUITYCurrent liabilities:Accrued liabilities
    
    $
    60
    
    
    $
    58Interest payable
    
    
    7,292
    
    
    
    7,292Equity certificate yield payable
    
    
    85
    
    
    
    71Total current liabilities
    
    
    7,437
    
    
    
    7,421Notes payable
    
    
    250,000
    
    
    
    250,000Total liabilities
    
    
    257,437
    
    
    
    257,421Commitments and contingencies (Note 5)Certificate holders equity:Equity certificates
    
    
    7,750
    
    
    
    7,750Accumulated trust earnings
    
    
    
    
    
    
    Certificate holders equity
    
    
    7,750
    
    
    
    7,750Total liabilities and certificate holders equity
    
    $
    265,187
    
    
    $
    265,171
  F-2




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HANOVER EQUIPMENT TRUST 2001B
 
 STATEMENTS OF OPERATIONS
  Year Ended December 31,2005
    
    
    2004
    
    
    2003Rental revenue
    
    $
    22,888
    
    
    $
    22,766
    
    
    $
    23,226Interest expense on rental equipment
    
    
    21,875
    
    
    
    21,875
    
    
    
    22,307Excess rental revenue over interest expense on rental equipment
    
    
    1,013
    
    
    
    891
    
    
    
    919Operating expense
    
    
    96
    
    
    
    119
    
    
    
    165Net income
    
    $
    917
    
    
    $
    772
    
    
    $
    754
  F-3




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HANOVER EQUIPMENT TRUST 2001B
 
 STATEMENTS OF CASH FLOWS
  Year Ended December 31,2005
    
    
    2004
    
    
    2003Cash flows from operating activities:Net income
    
    $
    917
    
    
    $
    772
    
    
    $
    754Changes in assets and liabilitiesAccounts receivablerents
    
    
    (16
    )
    
    
    (24
    )
    
    
    1,199Interest payable
    
    
    
    
    
    
    1
    
    
    
    (885
    )Accrued liabilities
    
    
    2
    
    
    
    16
    
    
    
    (115
    )Net cash provided by operating activities
    
    
    903
    
    
    
    765
    
    
    
    953Cash flows from investing activities:Purchase of rental equipment
    
    
    
    
    
    
    
    
    
    
    Net cash used in investing activities
    
    
    
    
    
    
    
    
    
    
    Cash flows from financing activities:Equity certificates yield paid
    
    
    (903
    )
    
    
    (765
    )
    
    
    (953
    )Net cash used in financing activities
    
    
    (903
    )
    
    
    (765
    )
    
    
    (953
    )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
    
    $
    21,875
    
    
    $
    21,874
    
    
    $
    23,192
  F-4




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HANOVER EQUIPMENT TRUST 2001B
 
 STATEMENTS OF CERTIFICATE HOLDERS EQUITY
  Equity certificates:Balance at inception
    
    $
    Issuance of equity certificates
    
    
    7,750Balance at December 31, 2005, 2004, 2003 and 2002
    
    $
    7,750ACCUMULATED TRUST EARNINGSBalance at December 31, 2002
    
    $
    Net income
    
    
    754Equity certificates yield
    
    
    (754
    )Balance at December 31, 2003
    
    
    Net income
    
    
    772Equity certificates yield
    
    
    (772
    )Balance at December 31, 2004
    
    
    Net income
    
    
    917Equity certificates yield
    
    
    (917
    )Balance at December 31, 2005
    
    $
    
  F-5




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HANOVER EQUIPMENT TRUST 2001B
 
 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




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Rental Equipment
  Long-Lived Assets
  Income Taxes
  2. Notes Payable
  Senior Secured Notesfixed rate of 8.75% due September 1, 2011,
interest payable semi-annually on March 1 and September 1
    
    $
    250,000
  F-7




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Redemption priceAfter Sept 1, 2006
    
    
    104.375
    %After Sept 1, 2007
    
    
    102.917
    %After Sept 1, 2008
    
    
    101.458
    %After Sept 1, 2009
    
    
    100.000
    %
   3. Equity Certificates
  4. Lease Transaction
  F-8




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Period ending December 31:2006
    
    $
    22,9822007
    
    
    22,9822008
    
    
    22,9822009
    
    
    22,9822010
    
    
    22,982Thereafter
    
    
    15,319$
    130,229
  5. Commitments and Contingencies
  6. Recent Accounting Pronouncements
   F-9




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F-10




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HANOVER EQUIPMENT TRUST 2001B
 SELECTED QUARTERLY UNAUDITED FINANCIAL DATA
  1st
    
    2nd
    
    3rd
    
    4thquarter
    
    quarter
    
    quarter
    
    quarter(in thousands)2005:Rental revenue
    
    $
    5,712
    
    
    $
    5,705
    
    
    $
    5,730
    
    
    $
    5,741Gross profit
    
    
    243
    
    
    
    236
    
    
    
    262
    
    
    
    272Net income
    
    
    212
    
    
    
    222
    
    
    
    236
    
    
    
    2472004:Rental revenue
    
    $
    5,681
    
    
    $
    5,681
    
    
    $
    5,702
    
    
    $
    5,702Gross profit
    
    
    212
    
    
    
    212
    
    
    
    234
    
    
    
    233Net income
    
    
    185
    
    
    
    186
    
    
    
    196
    
    
    
    205
 F-11




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EXHIBIT INDEX
 ExhibitNumber
    
    Description3.1
    
    Certificate of Trust of Hanover Equipment Trust 2001B
(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 2001B, 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 2001B, the Hanover Guarantors parties thereto,
and Wilmington Trust FSB, as Trustee and Collateral Agent,
with respect to the 8.75% Senior Secured Notes due 2011
(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
8.75% Senior Secured Notes due 2011, dated as of August 30,
2001, among Hanover Equipment Trust 2001B, 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 2001B, 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 2001B, 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 2001B 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).




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ExhibitNumber
    
    Description4.8
    
    Assignment of Lease, Rents and Guarantee, dated as of August 31, 2001, from Hanover
Equipment Trust 2001B 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 2001B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