**Exhibit 10.1****EXECUTION VERSION****FIRST AMENDMENT AND CONSENT**          FIRST AMENDMENT AND CONSENT, dated as of June 27, 2006 (this “Amendment”), withrespect to the Credit Agreement, dated as of November 21, 2005 (as amended, supplemented orotherwise modified from time to time, the “Credit Agreement”; unless otherwise definedherein, capitalized terms which are defined in the Credit Agreement are used herein as definedtherein), among Hanover Compressor Company, a Delaware corporation (“Hanover”), HanoverCompression Limited Partnership, a Delaware limited partnership (“HCLP”; and, together withHanover, the “Borrowers”), the several banks and other financial institutions or entitiesfrom time to time parties thereto (the “Lenders”), The Royal Bank of Scotland plc, assyndication agent and JPMorgan Chase Bank, N.A., as administrative agent (in such capacity, the“Administrative Agent”).WITNESSETH:          WHEREAS, pursuant to the Credit Agreement, the Lenders have agreed to make, and have made,certain loans and other extensions of credit to the Borrowers; and          WHEREAS, the Borrowers have requested, and, upon this Amendment becoming effective, theLenders have agreed, that certain provisions of the Credit Agreement be amended in the mannerprovided for in this Amendment;          NOW, THEREFORE, for valuable consideration, the receipt and sufficiency of which are herebyacknowledged, and in consideration of the premises contained herein, the parties hereto herebyagree as follows:SECTION I   AMENDMENTS     1.1.   Amendments to Section 1.1. (a) Section 1.1 of the Credit Agreement is herebyamended by inserting the following defined term in appropriate alphabetical order:     “Bridge Financing”: the collective reference to (i) any proposed interimborrowing by Hanover of senior unsecured loans from one or more banks or other financialinstitutions, the proceeds of which will be used to finance, in whole or in part, theredemption or purchase of other Indebtedness of Hanover or HCLP (the “OriginalRefinanced Indebtedness”), (ii) any senior unsecured debt securities of Hanover issuedto refinance such Original Refinanced Indebtedness, and (iii) any senior subordinatedGuarantee Obligations of the Indebtedness described in clauses (i) and (ii) above by HCLPand any one or more of the Subsidiary Guarantors; and which Indebtedness would not otherwiseconstitute “Refinancing Indebtedness” by virtue of clauses (i), (ii), (iv) or (vii) of thedefinition thereof, but which either (A) by its terms is convertible into Indebtedness thatwill constitute “Refinancing Indebtedness” of the Original Refinanced Indebtedness or (B) isrepaid within 365 days with the proceeds of Indebtedness that constitutes “RefinancingIndebtedness” of the Original Refinanced Indebtedness.     (b) Section 1.1 of the Credit Agreement is hereby further amended by deleting the term “HCLP”set forth in the definition of “Euro Revolving Commitment” and substituting in lieu thereof theterm “the Borrowers”.
 

 

2          (c) Section 1.1 of the Credit Agreement is hereby further amended by deleting the term “HCLP”set forth in the definition of “London Funding Office” and substituting in lieu thereof the term“the Borrowers”.          (d) Section 1.1 of the Credit Agreement is hereby further amended by inserting in clause (vi)of the definition of “Refinancing Indebtedness” immediately after the phrase “being refinanced” thephrase “(it being understood that such obligors may have different capacities (e.g., a borrower maybecome a guarantor)”.     1.2.   Amendment to Section 2.1. Section 2.1 of the Credit Agreement is herebyamended by deleting the term “HCLP” in both places where it appears in subsection 2.1(b) and ineach case substituting in lieu thereof the term “each Borrower”.     1.3.   Amendment to Section 2.2. Section 2.2 of the Credit Agreement is herebyamended by deleting subsection (b) thereof in its entirety and substituting in lieu thereof thefollowing:     “(b) Each Borrower may borrow Euro Revolving Loans during the RevolvingCommitment Period on any Business Day; provided, that the relevant Borrower shallgive the Administrative Agent irrevocable notice (which notice must be received by theAdministrative Agent prior to 11:00 A.M., London time three Business Days prior to therequested Borrowing Date), specifying (i) the amount to be borrowed, (ii) the requestedBorrowing Date and (iii) the length of the initial Interest Period therefor. Each borrowingof Euro Revolving Loans shall be in an amount equal to €500,000 or a whole multiple of€100,000 in excess thereof. Upon receipt of any such notice from the relevant Borrower, theAdministrative Agent shall promptly notify each Revolving Lender thereof. Each RevolvingLender will make the amount of its pro rata share of each Euro borrowing available to theAdministrative Agent for the account of the relevant Borrower at the London office of theAdministrative Agent specified in Section 11.2 prior to 12:00 noon, London time on theBorrowing Date requested by relevant Borrower in funds immediately available to theAdministrative Agent. Such borrowing will then be made available to the relevant Borrowerby the Administrative Agent crediting the account of the relevant Borrower on the books ofsuch office with the aggregate of the amounts made available to the Administrative Agent bythe Revolving Lenders and in like funds as received by the Administrative Agent.”     1.4.   Amendment to Section 3.2. Section 3.2 of the Credit Agreement is herebyamended by deleting the term “HCLP” set forth in subsection (b) thereof and substituting in lieuthereof the term “Each Borrower”.     1.5.   Amendment to Section 3.4. Section 3.4 of the Credit Agreement is herebyamended by deleting the term “HCLP” set forth in subsection (e) thereof and substituting in lieuthereof the term “the Borrowers”.     1.6.   Amendment to Section 3.9. Section 3.9 of the Credit Agreement is herebyamended by deleting the term “HCLP” in both places in which it appears in subsection 3.9(b) and ineach case substituting in lieu thereof the term “the relevant Borrower”.     1.7.   Amendment to Section 7.2. Section 7.2 of the Credit Agreement is herebyamended by deleting from paragraph (a) the phrase “8.3(u)” and substituting therefor the phrase“8.3(t)” and the phrase “8.6(g) and (j)” and substituting therefor the phrase “8.6(g) and (k)”.
 

 

3     1.8.   Amendment to Section 8.2. Section 8.2 of the Credit Agreement is herebyamended by inserting the words “any Bridge Financing or” prior to the phrase “RefinancingIndebtedness” each time such phrase appears in clauses (c), (h) and (j) of Section 8.2.     1.9.   Consent to Purchase/Redeem TIDES and TIDES Debentures. Hanover has notifiedthe Lenders that the TIDES Trust may consider issuing a notice of redemption to the holders of theTIDES in whole or in part, with the expectation that when any such notice is issued, as a resultthereof, the TIDES will be converted into common stock of Hanover. In connection therewith, Hanoverwould intend to concurrently issue a notice of redemption to the TIDES Trust to redeem the TIDESDebentures in whole or in part, with the expectation that, as a result thereof, the TIDESDebentures will be converted into common stock of Hanover (the foregoing, collectively, the “TIDESRedemption”). The Required Lenders hereby agree that, notwithstanding the foregoing or any otherrestriction in the Credit Agreement, Hanover may, as long as no Default or Event of Default thenexists, consummate the TIDES Redemption, or a series of TIDES Redemptions, and pay cashconsideration (including the proceeds of Revolving Loans) to finance the TIDES Redemption to theextent the holders of the TIDES do not elect to convert their TIDES into common stock of Hanoverand the TIDES Trust and correspondingly Hanover are then required to redeem the TIDES for cash, aslong as (a) the aggregate amount of TIDES to be redeemed does not exceed the maximum amountpermitted under applicable Contractual Obligations of Hanover and its Subsidiaries at the time ofthe commencement of such TIDES Redemptions, (b) at the commencement of such TIDES redemptions theper share price of common stock of Hanover is greater than 110% of the conversion price set forthin the TIDES Declaration of Trust and the TIDES Indenture and (c) immediately after giving effectto any such redemption, the sum of (i) aggregate Available Revolving Commitments of all RevolvingLenders plus (ii) the aggregate amount of cash then held by Hanover, HCLP and the RestrictedSubsidiaries is at least $50,000,000.SECTION II   MISCELLANEOUS     2.1.   Conditions to Effectiveness of Amendment. This Amendment shall becomeeffective as of the date first set forth above upon the Administrative Agent receiving counterpartsof this Amendment duly executed and delivered by the Borrowers, the other Guarantors, theAdministrative Agent, Required Lenders and, with respect to provisions of this Amendment thatpermit Hanover to become a Borrower under the Euro Revolving Facility, each Euro Revolving Lender.     2.2.   Representations and Warranties. Each Borrower represents and warrants to theAdministrative Agent and the Lenders that as of the effective date of this Amendment: (a) thisAmendment constitutes the legal, valid and binding obligation of such Credit Party, enforceableagainst it in accordance with its terms, except as such enforcement may be limited by bankruptcy,insolvency, fraudulent conveyance, reorganization, moratorium or similar laws affecting creditors’rights generally, by general equitable principles (whether enforcement is sought by proceedings inequity or at law) and an implied covenant of good faith and fair dealing; and (b) no Default orEvent of Default shall have occurred and be continuing as of the date hereof.     2.3.   Counterparts. This Amendment may be executed by one or more of the parties tothis Amendment on any number of separate counterparts (including by facsimile transmission), andall of said counterparts taken together shall be deemed to constitute one and the same instrument.A set of the copies of this Amendment signed by all the parties shall be lodged with the Borrowersand the Administrative Agent. The execution and delivery of the Amendment by any Lender shall bebinding upon each of its successors and assigns (including transferees of its commitments and Loansin whole or in part prior to effectiveness hereof) and binding in respect of all of its commitmentsand Loans, including any acquired subsequent to its execution and delivery hereof and prior to theeffectiveness hereof.
 

 

4     2.4.   Continuing Effect; No Other Amendments. Except to the extent the CreditAgreement is expressly modified hereby, all of the terms and provisions of the Credit Agreement andthe other Loan Documents are and shall remain in full force and effect. This Amendment shallconstitute a Loan Document.     2.5.   Payment of Expenses. Each of the Borrowers agrees to pay and reimburse theAdministrative Agent for all of its out-of-pocket costs and reasonable expenses incurred to date inconnection with this Amendment and the other Loan Documents, including, without limitation, thereasonable fees and disbursements of legal counsel to the Administrative Agent.     2.6.   GOVERNING LAW. THIS AMENDMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIESHEREUNDER SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAW OF THESTATE OF NEW YORK.[REST OF PAGE INTENTIONALLY LEFT BLANK]
 

 
     IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed anddelivered by their respective proper and duly authorized officers as of the day and year firstabove written.                HANOVER COMPRESSOR COMPANY           By: /S/ LEE E. BECKELMAN             Name: Lee E. Beckelman      Title: Vice President – Chief Financial Officer           HANOVER COMPRESSION LIMITED PARTNERSHIP           By: /S/ LEE E. BECKELMAN             Name: Lee E. Beckelman      Title: Vice President – Chief Financial Officer           JPMORGAN CHASE BANK, N.A., as Administrative Agent and as a Lender           By: /S/ ROBERT TRABAND             Name: Robert Traband      Title: Vice President           THE ROYAL BANK OF SCOTLAND PLC, as Syndication Agent and as a Lender           By: /S/ MATTHEW MAIN             Name: Matthew Main      Title: Managing Director  *Signature Page to Hanover First Amendment*
 

 
                BANK OF AMERICA, N.A., as US Revolving Lender and Euro Revolving Lender           By: /S/ CLAIRE LIU             Name: Claire Liu      Title: Senior Vice President           THE BANK OF NOVA SCOTIA, as US Revolving Lender and Euro Revolving Lender           By: /S/ V. H. GIBSON             Name: V. H. Gibson      Title: Assistant Manager           CALYON NEW YORK BRANCH, as US Revolving Lender and Euro Revolving Lender           By: /S/ MICHAEL WILLIS             Name: Michael Willis      Title: Vice President           By: /S/ DENNIS E. PETITO             Name: Dennis E. Petito      Title: Managing Director           CITICORP NORTH AMERICA, INC., as US Revolving Lender and Euro Revolving Lender           By: /S/ SHIRLEY BURROW             Name: Shirely Burrow      Title: Vice President           CREDIT SUISSE FIRST BOSTON, acting through its Cayman Islands Branch, as US Revolving Lender and Euro Revolving Lender           By: /S/ VANESSA GOMEZ             Name: Vanessa Gomez      Title: Vice President           By: /S/ NUPUR KUMAR             Name: Nupur Kumar      Title: Associate  *Signature Page to Hanover First Amendment*
 

 
                DEUTSCHE BANK AG, NEW YORK BRANCH, as US Revolving Lender and Euro Revolving Lender           By: /S/ SAAD IQBAL             Name: Saad Iqbal      Title: Vice President           By: /S/ EVELYN THIERRY             Name: Evelyn Thierry      Title: Vice President           FORTIS CAPITAL CORP., as US Revolving Lender and Euro Revolving Lender           By: /S/ JOHN W. DEEGAN             Name: John W. Deegan      Title: Senior Vice President           By: /S/ C. TOBIAS BACKER             Name: C. Tobias Backer      Title: Senior Vice President           MORGAN STANLEY BANK, as US Revolving Lender and Euro Revolving Lender           By: /S/ DANIEL TWENGE             Name: Daniel Twenge      Title: Vice President           NATEXIS BANQUES POPULARES, as US Revolving Lender           By: /S/ DANIEL PAYER             Name: Daniel Payer      Title: Vice President           By: /S/ TIMOTHY L. POLVADO             Name: Timothy L. Polvado      Title: Vice President and Group Manager           NATIONAL CITY BANK, as US Revolving Lender and Euro Revolving Lender           By: /S/ STEPHEN MONTO             Name: Stephen Monto      Title: Vice President  *Signature Page to Hanover First Amendment*
 

 
                SUNTRUST BANK, as US Revolving Lender and Euro Revolving Lender           By: /S/ JOSEPH M. MCCREERY             Name: Joseph M. McCreery      Title: Director           WACHOVIA BANK, NATIONAL ASSOCIATION, as US Revolving Lender and Euro Revolving Lender           By: /S/ CHRIS HEWITT             Name: Chris Hewitt      Title: Vice President       WELLS FARGO BANK, N.A., as US Revolving Lender and Euro Revolving Lender           By: /S/ PHILIP C. LAUINGER III             Name: Philip C. Lauinger III      Title: Vice President  *Signature Page to Hanover First Amendment*
 

 
          THE UNDERSIGNED GUARANTORS HEREBY CONSENT AND AGREE TO THE FOREGOING AMENDMENT AS OF THEDATE HEREOF.     EQUITY LEASING CORPORATION  ENERGY TRANSFER – HANOVER VENTURES L.P.  HANOVER ASIA, INC.  HANOVER AUSTRALIA, L.L.C.  HANOVER COLOMBIA LEASING, LLC  HANOVER COMPRESSED NATURAL GAS SERVICES, LLC  HANOVER COMPRESSOR NIGERIA, INC.  HANOVER COMPRESSION GENERAL HOLDINGS LLC  HANOVER ECUADOR L.L.C.  HANOVER GENERAL ENERGY TRANSFER, LLC  HANOVER IDR, INC.  HANOVER LIMITED ENERGY TRANSFER, LLC  HANOVER PARTNERS NIGERIA LLC  HANOVER SPE L.L.C.  HANOVER/TRINIDAD, L.L.C.  HC CAYMAN LLC  HC LEASING, INC.  HCL COLOMBIA, INC.  KOG, INC.  NIGERIAN LEASING, LLC  SOUTHWEST INDUSTRIES, INC.                By: /S/ LEE E. BECKELMAN             Name: Lee E. Beckelman      Title: Vice President & Treasurer           HANOVER HL HOLDINGS, LLC    HANOVER HL, LLC           By: /S/ CHARLES R. SCOTT             Name: Charles R. Scott      Title: Manager  *Signature Page to Hanover First Amendment*