**Exhibit 10.1****EXECUTION VERSION****SECOND AMENDMENT**               SECOND AMENDMENT, dated as of March 29, 2007 (this “Amendment”), with respect to theCredit Agreement, dated as of November 21, 2005 (as amended, supplemented or otherwise modifiedfrom time to time, the “Credit Agreement”; unless otherwise defined herein, capitalizedterms which are defined in the Credit Agreement are used herein as defined therein), among HanoverCompressor Company, a Delaware corporation (“Hanover”), Hanover Compression LimitedPartnership, a Delaware limited partnership (“HCLP”; and, together with Hanover, the“Borrowers”), the several banks and other financial institutions or entities from time totime parties thereto (the “Lenders”), The Royal Bank of Scotland plc, as syndication agentand JPMorgan Chase Bank, N.A., as administrative agent (in such capacity, the “AdministrativeAgent”).W I T N E S S E T H:               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, theRequired Lenders have agreed, that certain provisions of the Credit Agreement be amended in themanner provided 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. Consent to New Holdings. Hanover has notified the Lenders that it intends to enterinto a series of transactions pursuant to the Agreement and Plan of Merger dated as of February 5,2007, as amended from time to time (the “Merger Agreement”), among Hanover, UniversalCompressor Holdings, Inc. and others pursuant to which, interalia, Hanover willbecome a wholly-owned Subsidiary of a new holding company, Iliad Holdings, Inc., a Delawarecorporation (“New Holdings”) described in the Merger Agreement. The Lenders hereby waveany Default or Event of Default that might arise under paragraph (k) of Section 9 of the CreditAgreement solely as a result of the ownership of all of the Capital Stock of Hanover by NewHoldings. The Lenders hereby further acknowledge that, after giving effect to the foregoingconsent, the representation contained in Section 5.17 and the negative covenant contained inSection 8.5(b)(i) will not be breached by the consummation of the mergers contemplated in theMerger Agreement.               2. Amendments to Section 1.1.     (a) Section 1.1 of the Credit Agreement is hereby amended by deleting the amount“$300,000,000” from the definition of “Incremental Amount” and substituting therefor theamount “$425,000,000”.     (b) Section 1.1 of the Credit Agreement is hereby amended by deleting the amount“$350,000,000” from the definition of “L/C Commitment” and substituting therefor the phrase“an amount equal to the total US Revolving Commitments in effect from time to time.”
 

 
     (c) Section 1.1 of the Credit Agreement is hereby further amended by deleting the phrase“Section 3.17” set forth in the definition of “US Revolving Commitment” and substitutingtherefor the phrase “Sections 2.1(d) and 3.17”.          3. Amendment to Section 2.1. Section 2.1 of the Credit Agreement is hereby amended byadding the following at the end thereof:          (d) The US Revolving Commitments may be increased after March  , 2007 in anaggregate principal amount of up to $100,000,000 upon written request of Hanover tothe Administrative Agent. No increase in the US Revolving Commitments shall becomeeffective until (i) the existing or new US Revolving Lender(s) (which, if not anexisting US Revolving Lender, shall be approved the Administrative Agent and theIssuing Lenders, such approval not to be unreasonably withheld or delayed) extendingsuch incremental commitment amount, (ii) the Borrowers shall have executed anddelivered to the Administrative Agent an agreement in form and substance reasonablyacceptable to the Administrative Agent pursuant to which such US Revolving Lenderstates its commitment amount in respect thereof and agrees to assume and accept theobligations and rights of a US Revolving Lender hereunder and (iii) the Borrowershave provided the Administrative Agent with such related Notes, certificates,opinions and amendments to Security Documents as the Administrative Agent mayreasonably request. No Lender shall be obligated to provide any such incrementalcommitment amount. In conjunction with such increase, the US Revolving Lenders (newor existing) shall accept and shall be deemed to have accepted (and the existing USRevolving Lenders shall make and shall be deemed to have made) an assignment at parof an interest in the US Revolving Loans and the Letters of Credit outstanding atthe time of such increase in US Revolving Commitments such that, after giving effectthereto, all US Revolving Loans and Letters of Credit are held by the US RevolvingLenders on a pro-rata basis based on the respective amounts of the US RevolvingCommitments. Appropriate adjustments shall be made in payments of interest,commitment fees, letter of credit commissions and similar amounts to reflect thedates of any such increases in US Revolving Commitments and extensions of creditthereunder and corresponding re-allocations among the US Revolving Lenders.Notwithstanding anything to the contrary in Section 11.1, this Agreement and theother Loan Documents may be amended from time to time with the written consent ofonly the Administrative Agent and the Borrowers to the extent necessary to implementthe provisions of this paragraph (including to reflect such increased US RevolvingCommitments and the initial fundings thereof).               4. Amendment to Section 5.15. Section 5.15 of the Credit Agreement is hereby amendedby adding the following at the end thereof:          (c) Notwithstanding the foregoing, up to $425,000,000 of the proceeds of theIncremental Term Loans and Revolving Loans may be used to defease, purchase, prepayor redeem the 2001A Equipment Lease Transaction and/or the 2001B Equipment LeaseTransaction.               5. Amendment to Section 8.8. Section 8.8 of the Credit Agreement is hereby amended byadding the following at the end thereof:          “and (iii) Hanover may make cash distributions and pay cash dividends to itsshareholders in an aggregate amount not to exceed $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 and Required Lenders.     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) after givingeffect to the consent conferred in Section 1 of this Amendment, no Default or Event of Defaultshall 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.     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: Senior Vice President and ChiefFinancial Officer       HANOVER COMPRESSION LIMITED PARTNERSHIP       By: /S/ LEE E. BECKELMAN         Name: Lee E. Beckelman    Title: Senior Vice President and ChiefFinancial Officer       JPMORGAN CHASE BANK, N.A., as Administrative Agentand as a Lender       By: /S/ ROBERT W. TRABAND         Name: Robert W. Traband    Title: Executive Director       THE ROYAL BANK OF SCOTLAND PLC, as Syndication Agentand as a Lender       By: /S/ MATTHEW MAIN         Name: Matthew Main    Title: Managing Director*Signature Page to Hanover Second Amendment*
 

 
       BANK OF AMERICA, N.A., as US Revolving Lender andEuro Revolving Lender       By: /S/ RONALD E. MCKAIG         Name: Ronald E. McKaig    Title: Senior Vice President       THE BANK OF NOVA SCOTIA, as US Revolving Lender andEuro Revolving Lender       By: /S/ GREGORY E. GEORGE         Name: Gregory E. George    Title: Managing Director & Execution Head       CALYON NEW YORK BRANCH, as US Revolving Lender andEuro Revolving Lender       By: /S/ PAGE DILLEHUNT         Name: Page Dillehunt    Title: Managing Director       By: /S/ MICHAEL D. WILLIS         Name: Michael D. Willis    Title: Director       CITICORP NORTH AMERICA, INC., as US Revolving Lenderand Euro Revolving Lender       By: /S/ SHIRLEY BURROW         Name: Shirley Burrow    Title: Vice President       CREDIT SUISSE, CAYMAN ISLANDS BRANCH (f/k/a CREDITSUISSE FIRST BOSTON), as US Revolving Lender and EuroRevolving Lender       By: /S/ VANESSA GOMEZ       Name: Vanessa Gomez    Title: Vice President       By: /S/ KARIM BLASETTI         Name: Karim Blasetti    Title: Vice President*Signature Page to Hanover Second Amendment*
 

 
       DEUTSCHE BANK AG, NEW YORK BRANCH, as US RevolvingLender and Euro Revolving Lender       By: /S/ OMAYRA LAUCELLA         Name: Omayra Laucella    Title: Vice President       By: /S/ SUSAN LEFEVRE         Name: Susan LeFevre    Title: Director       FORTIS BANK, as US Revolving Lender and EuroRevolving Lender       By: /S/ SVEIN ENGH         Name: Svein Engh    Title: Managing Director       By: /S/ CHR. TOBIAS BACKER         Name: Chr. Tobias Backer    Title: Senior Vice President       MORGAN STANLEY BANK, as US Revolving Lender and EuroRevolving Lender       By:           Name:      Title: Manager Director       NATIXIS, as US Revolving Lender       By: /S/ TIMOTHY L. POLVADO         Name: Timothy L. Polvado    Title: Manager Director       By: /S/ DANIEL PAYER         Name: Daniel Payer    Title: Director       NATIONAL CITY BANK, as US Revolving Lender and EuroRevolving Lender       By: /S/ STEPHEN MONTO         Name: Stephen Monto    Title: Vice President*Signature Page to Hanover Second Amendment*
 

 
       RAYMOND JAMES BANK, FSB, as US Revolving Lender       By: /S/ THOMAS F. MACINA         Name: Thomas F. Macina    Title: Senior Vice President       SUNTRUST BANK, as US Revolving Lender and EuroRevolving Lender       By: /S/ JOE MCCREERY         Name: Joe McCreery    Title: Director       WACHOVIA BANK, NATIONAL ASSOCIATION, as US RevolvingLender and Euro Revolving Lender       By: /S/ PAUL PRITCHETT         Name: Paul Prichett    Title: Vice President       WELLS FARGO BANK, N.A., as US Revolving Lender andEuro Revolving Lender       By: /S/ CARSON M. VOMAC         Name: Carson M. Vomac    Title: Assistant Vice President*Signature Page to Hanover Second Amendment*
 

 
          THE UNDERSIGNED GUARANTORS HEREBY CONSENT AND AGREE TO THE FOREGOING AMENDMENT AS OF THE DATEHEREOF.       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.  HC CAYMAN LLC  HC LEASING, INC.  HCL COLOMBIA, INC.  KOG, INC.  NIGERIAN LEASING, LLC       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: Vice President*Signature Page to Hanover Second Amendment*