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EXHIBIT 4.9

EXECUTION COPY




INSTRUMENT OF RESIGNATION OF TRUSTEE, APPOINTMENT AND

ACCEPTANCE OF SUCCESSOR TRUSTEE




     INSTRUMENT OF RESIGNATION, APPOINTMENT AND ACCEPTANCE OF SUCCESSOR TRUSTEE
(“Instrument”), dated as of September 29, 2004, among HANOVER EQUIPMENT TRUST
2001B, a Delaware business trust (the “Issuer”), the Hanover Guarantors,
WILMINGTON TRUST FSB, a federal savings bank duly organized and existing under
the laws of the United States (the “Resigning Trustee”), and U.S. BANK TRUST
NATIONAL ASSOCIATION, a national banking corporation (the “Successor Trustee”).
Capitalized terms not defined herein shall have the meaning given to such
terms in the Indenture dated as of August 30, 2001, among the Issuer, the
Hanover Guarantors and the Resigning Trustee (the “Indenture”).



RECITALS




     Each party agrees as follows for the benefit of the other parties and for
the equal and ratable benefit of the holders of (i) the Issuer’s 8.75% Senior
Secured Notes due 2011 outstanding on the date hereof (the “Initial
Securities”) and (ii) if and when issued in exchange for the Initial Securities
as provided in the Exchange and Registration Rights Agreement or a similar
agreement relating to the Initial Securities, the Issuer’s 8.75% Senior Secured
Notes due 2011.



     The Resigning Trustee wishes to resign as Trustee, Collateral Agent,
Registrar and Paying Agent under the Indenture; the Issuer wishes to appoint
the Successor Trustee to succeed the Resigning Trustee as Trustee, Collateral
Agent, Registrar and Paying Agent under the Indenture; and the Successor
Trustee wishes to accept appointment as Trustee, Collateral Agent, Registrar
and Paying Agent under the Indenture.



     NOW, THEREFORE, in consideration of the mutual covenants and promises
herein, the receipt and sufficiency of which is hereby acknowledged, the
Issuer, the Resigning Trustee and the Successor Trustee agree as follows:



ARTICLE ONE




THE RESIGNING TRUSTEE




     Section 1.01. Pursuant to Section 7.8 of the Indenture, the Resigning
Trustee hereby notifies the Issuer that the Resigning Trustee is hereby
resigning as Trustee, Collateral Agent, Registrar and Paying Agent under the
Indenture.



     Section 1.02. The Resigning Trustee hereby represents and warrants to the
Successor Trustee that:



          (i) No covenant or condition contained in the Indenture has been waived by
the Resigning Trustee or by the holders of the Notes (as hereinafter defined).



 









 





          (ii) There is no action, suit or proceeding pending or, to the best of the
knowledge of the responsible officers of the Resigning Trustee assigned to its
corporate trust department, threatened against the Resigning Trustee before any
court or governmental authority arising out of any action or omission by the
Resigning Trustee as Trustee under the Indenture.



          (iii) To the best of the knowledge of the responsible officers of the
Resigning Trustee assigned to its corporate trust department, the Resigning
Trustee has lawfully discharged its duties as Trustee under the Indenture.



          (iv) The Resigning Trustee certifies that $250 million in aggregate
principal amount of the Issuer’s 8.75% Senior Secured Notes due 2011 are
outstanding (the “Notes”) and all interest due on the Notes has been paid to
the holders of the Notes through September 1, 2004.



          (v) The Resigning Trustee certifies that the amounts set forth in Schedule
A with respect to each Issuer trust account accurately set forth the amount
contained in such account as of the date hereof.



          (vi) To the best of the knowledge of the responsible officers of the
Resigning Trustee assigned to its corporate trust department, no default or
Event of Default currently exists or, that but for the passage of time or the
giving of notice, would exist under the Indenture.



          (vii) To the best of the knowledge of the responsible officers of the
Resigning Trustee assigned to its corporate trust department, the Indenture has
not been amended or modified and is in full force and effect.



          (viii) This Instrument has been duly authorized, executed and delivered on
behalf of the Resigning Trustee.



     Section 1.03. The Resigning Trustee hereby assigns, transfers, delivers
and confirms to the Successor Trustee all right, title and interest of the
Resigning Trustee in and to the trust under the Indenture, all the rights,
powers and trusts of the Trustee under the Indenture and all property and money
held by such Resigning Trustee under the Indenture. The Resigning Trustee
shall execute and deliver such further instruments and shall do such other
things as the Successor Trustee may reasonably require so as to more fully and
certainly vest and confirm in the Successor Trustee all the rights, powers and
trusts hereby assigned, transferred, delivered and confirmed to the Successor
Trustee.



     Section 1.04. The Resigning Trustee hereby resigns as Trustee, Collateral
Agent, Registrar and Paying Agent under the Indenture.



ARTICLE TWO




THE ISSUER




     Section 2.01. The Issuer hereby certifies that the Issuer is, and the
officer of the Issuer who has executed this Instrument is, duly authorized to:
(a) accept the Resigning Trustee’s



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resignation as Trustee under the Indenture; (b) appoint the Successor
Trustee as Trustee under the Indenture; and (c) execute and deliver such
agreements and other instruments as may be necessary or desirable to effectuate
the succession of the Successor Trustee as Trustee under the Indenture.



     Section 2.02. The Issuer hereby appoints the Successor Trustee as Trustee
under the Indenture and confirms to the Successor Trustee all the rights,
powers and trusts of the Trustee under the Indenture and with respect to all
property and money held or to be held under the Indenture. The Issuer shall
execute and deliver such further instruments and shall do such other things as
the Successor Trustee may reasonably require so as to more fully and certainly
vest and confirm in the Successor Trustee all the rights, powers and trusts
hereby assigned, transferred, delivered and confirmed to the Successor Trustee.



     Section 2.03. The Issuer hereby represents and warrants to the Successor
Trustee that:



          (i) The Issuer has no knowledge of the occurrence of any Event of Default
under the Indenture.



          (ii) No covenant or condition contained in the Indenture has been waived
by the holders of the Notes.



          (iii) The Indenture has not been amended or modified, and is in full force
and effect.



          (iv) The Notes are validly issued and outstanding securities of the
Issuer.



          (v) The Issuer is a Delaware business trust.



          (vi) There is no action, suit or proceeding pending or, to the best of the
Issuer’s knowledge, threatened against the Issuer before any court or any
governmental authority arising out of any action or omission by the Issuer
under the Indenture.



          (vii) This Instrument has been duly authorized, executed and delivered on
behalf of the Issuer.



          (viii) All conditions precedent relating to the appointment of the
Successor Trustee as successor Trustee under the Indenture have been complied
with by the Issuer.



     Section 2.04. The Issuer hereby appoints the Successor Trustee as
Collateral Agent, Registrar and Paying Agent under the Indenture.



ARTICLE THREE




THE SUCCESSOR TRUSTEE




     Section 3.01. The Successor Trustee hereby represents and warrants to the
Resigning Trustee and to the Issuer that the Successor Trustee is qualified and
eligible under the provisions of Section 7.10 of the Indenture to act as
Trustee under the Indenture. Successor Trustee is a




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national banking association duly organized and validly existing under the
laws of the United States and is subject to the supervision of the Comptroller
of the Currency of the United States as provided in the National Banking Act.
Annexed hereto as Exhibit A are true and correct copies of the certificates
evidencing the authority of the Successor Trustee to exercise trust powers.
The authorization evidenced by such certificates is in full force and effect on
the date hereof.




     Section 3.02. The Successor Trustee hereby accepts its appointment as
Trustee under the Indenture and shall hereby be vested with all the rights,
powers and trusts of the Trustee under the Indenture and with respect to all
property and money held or to be held under the Indenture.



     Section 3.03. The Successor Trustee hereby accepts its appointment as
Collateral Agent, Registrar and Paying Agent under the Indenture.



     Section 3.04. Promptly after the execution and delivery of this
Instrument, the Successor Trustee, on behalf of the Issuer, shall cause a
notice, a form of which is annexed hereto marked Exhibit B, to be sent to each
registered owner of the Notes.



ARTICLE FOUR




MISCELLANEOUS




     Section 4.01. This Instrument and the resignation, appointment and
acceptance effected hereby shall be effective as of the close of business on
the date first above written, upon the execution and delivery hereof by each of
the parties hereto.



     Section 4.02. Notwithstanding the resignation of the Resigning Trustee
effected hereby, the Issuer shall remain obligated under Section 7.7 of the
Indenture and Section 13 of the Participation Agreement to reimburse or cause
to be reimbursed and indemnify the Resigning Trustee in connection with its
prior trusteeship under the Indenture; provided, however, that the Resigning
Trustee shall assume responsibility for its own costs incurred in connection
with its resignation.



     Section 4.03. This Instrument shall be governed by and construed in
accordance with the laws of the jurisdiction which govern the Indenture and its
construction.



     Section 4.04. This Instrument may be executed in any number of
counterparts each of which shall be an original, but such counterparts shall
together constitute but one and the same instrument.



[Remainder of Page Intentionally Left Blank]




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     IN WITNESS WHEREOF, the parties hereto have caused this Instrument of
Resignation, Appointment and Acceptance of Successor Trustee to be duly
executed as of the day and year first above written.



	 	 	 	 	 	 	 	 	 
	 	 	HANOVER EQUIPMENT TRUST 2001B
	 
	 	 	 	 	 	 	 	 
	 	 	By:	 	WILMINGTON TRUST COMPANY, not
	 	 	 	 	individually but solely as trustee of the Issuer
	 
	 	 	 	 	 	 	 	 
	

	 	 	 	By:
	 	 	 	/s/ David A. Vanaskey, Jr.
	

	 	 	 	Name:
	 	David A. Vanaskey, Jr.
	

	 	 	 	Title:
	 	Vice President
	 
	 	 	 	 	 	 	 	 
	 	 	WILMINGTON TRUST FSB, as Resigning Trustee
	 
	 	 	 	 	 	 	 	 
	

	 	By:
	 	 	 	 	 	/s/ John M. Beeson, Jr.
	

	 	 	 	 	 	Name:
	 	John M. Beeson, Jr.
	

	 	 	 	 	 	Title:
	 	Vice President
	 
	 	 	 	 	 	 	 	 
	 	 	U.S. BANK TRUST NATIONAL ASSOCIATION,

as Successor Trustee
	 
	 	 	 	 	 	 	 	 
	

	 	By:
	 	 	 	 	 	/s/ Richard Prokosch
	

	 	 	 	 	 	Name:
	 	Richard Prokosch
	

	 	 	 	 	 	Title:
	 	Vice President
	 
	 	 	 	 	 	 	 	 
	 	 	HANOVER GUARANTORS
	 
	 	 	 	 	 	 	 	 
	 	 	HANOVER COMPRESSOR COMPANY
	 
	 	 	 	 	 	 	 	 
	

	 	By:
	 	 	 	 	 	/s/ John E. Jackson
	

	 	 	 	 	 	Name:
	 	John E. Jackson
	

	 	 	 	 	 	Title:
	 	Senior Vice President and Chief Financial Officer
	 
	 	 	 	 	 	 	 	 
	 	 	HANOVER COMPRESSION LIMITED PARTNERSHIP
	 
	 	 	 	 	 	 	 	 
	

	 	By:
	 	 	 	 	 	/s/ John E. Jackson
	

	 	 	 	 	 	Name:
	 	John E. Jackson
	

	 	 	 	 	 	Title:
	 	Senior Vice President and Chief Financial Officer







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EXHIBIT A




Trust Certificates (Attached)




 










 








COMPLIANCE CERTIFICATE




	 	 	 
	To:

	 	U.S. Bank Trust National Association
	

	 	300 Delaware Avenue
	

	 	Suite 812
	

	 	Wilmington, DE 19801







     Wilmington Trust Company, not in its individual capacity but solely as
trustee of the Hanover Equipment Trust 2001B (“Trustee”), pursuant to Section
3.25 of the Indenture, dated as of August 30, 2001, providing for the issuance
of an aggregate principal amount of 8.75% Senior Secured Notes due 2011 (the
“Indenture”) among Hanover Equipment Trust 2001B (“Issuer”), the Hanover
Guarantors and U.S. Bank Trust National Association, as successor trustee and
collateral agent, do hereby certify as follows:




	1.	 	In the course of the performance of the Trustee’s duties as
Trustee of the Issuer, the Trustee would normally have knowledge of
any Default or Event of Default which would have occurred under the
terms of the Indenture.
	 
	2.	 	To the best of the Trustee’s knowledge, no Default of Event
of Default has occurred and is continuing under the terms of the
Indenture.
	 
	3.	 	To the best of the Trustee’s knowledge, the Issuer is in
compliance with all applicable conditions and covenants under the
terms of the Indenture.
	 
	4.	 	Capitalized terms used but not defined herein shall have the
meanings ascribed to them in the Indenture.





     As of December 31, 2001



	 	 	 	 	 
	

	 	 	 	HANOVER EQUIPMENT TRUST 2001B
	 
	 	 	 	 
	

	 	By:
	 	WILMINGTON TRUST COMPANY, not
	

	 	 	 	individually but solely as trustee of the
	

	 	 	 	Hanover Equipment Trust 2001B
	 
	 	 	 	 
	

	 	By:
	 	/s/ David A. Vanaskey, Jr.
	

	 	 	 	David A. Vanaskey, Jr.
	

	 	 	 	Vice President
	 
	 	 	 	 
	

	 	Date:
	 	September 29, 2004







 









 






COMPLIANCE CERTIFICATE




	 	 	 
	To:

	 	U.S. Bank Trust National Association
	

	 	300 Delaware Avenue
	

	 	Suite 812
	

	 	Wilmington, DE 19801







     Wilmington Trust Company, not in its individual capacity but solely as
trustee of the Hanover Equipment Trust 2001B (“Trustee”), pursuant to Section
3.25 of the Indenture, dated as of August 30, 2001, providing for the issuance
of an aggregate principal amount of 8.75% Senior Secured Notes due 2011 (the
“Indenture”) among Hanover Equipment Trust 2001B (“Issuer”), the Hanover
Guarantors and U.S. Bank Trust National Association, as successor trustee and
collateral agent, do hereby certify as follows:




	1.	 	In the course of the performance of the Trustee’s duties as
Trustee of the Issuer, the Trustee would normally have knowledge of
any Default or Event of Default which would have occurred under the
terms of the Indenture.
	 
	2.	 	To the best of the Trustee’s knowledge, no Default of Event
of Default has occurred and is continuing under the terms of the
Indenture.
	 
	3.	 	To the best of the Trustee’s knowledge, the Issuer is in
compliance with all applicable conditions and covenants under the
terms of the Indenture.
	 
	4.	 	Capitalized terms used but not defined herein shall have the
meanings ascribed to them in the Indenture.





     As of December 31, 2002



	 	 	 	 	 
	

	 	 	 	HANOVER EQUIPMENT TRUST 2001B
	 
	 	 	 	 
	

	 	By:
	 	WILMINGTON TRUST COMPANY, not
	

	 	 	 	individually but solely as trustee of the
	

	 	 	 	Hanover Equipment Trust 2001B
	 
	 	 	 	 
	

	 	By:
	 	/s/ David A. Vanaskey, Jr.
	

	 	 	 	David A. Vanaskey, Jr.
	

	 	 	 	Vice President
	 
	 	 	 	 
	

	 	Date:
	 	September 29, 2004







 









 






COMPLIANCE CERTIFICATE




	 	 	 
	To:

	 	U.S. Bank Trust National Association
	

	 	300 Delaware Avenue
	

	 	Suite 812
	

	 	Wilmington, DE 19801







     Wilmington Trust Company, not in its individual capacity but solely as
trustee of the Hanover Equipment Trust 2001B (“Trustee”), pursuant to Section
3.25 of the Indenture, dated as of August 30, 2001, providing for the issuance
of an aggregate principal amount of 8.75% Senior Secured Notes due 2011 (the
“Indenture”) among Hanover Equipment Trust 2001B (“Issuer”), the Hanover
Guarantors and U.S. Bank Trust National Association, as successor trustee and
collateral agent, do hereby certify as follows:




	1.	 	In the course of the performance of the Trustee’s duties as
Trustee of the Issuer, the Trustee would normally have knowledge of
any Default or Event of Default which would have occurred under the
terms of the Indenture.
	 
	2.	 	To the best of the Trustee’s knowledge, no Default of Event
of Default has occurred and is continuing under the terms of the
Indenture.
	 
	3.	 	To the best of the Trustee’s knowledge, the Issuer is in
compliance with all applicable conditions and covenants under the
terms of the Indenture.
	 
	4.	 	Capitalized terms used but not defined herein shall have the
meanings ascribed to them in the Indenture.





     As of December 31, 2003



	 	 	 	 	 
	

	 	 	 	HANOVER EQUIPMENT TRUST 2001B
	 
	 	 	 	 
	

	 	By:
	 	WILMINGTON TRUST COMPANY, not
individually but solely as trustee of the
Hanover Equipment Trust 2001B
	 
	 	 	 	 
	

	 	By:
	 	/s/ David A. Vanaskey, Jr.


David A. Vanaskey, Jr.


Vice President
	 
	 	 	 	 
	

	 	Date:
	 	September 29, 2004







 









 






EXHIBIT B




     Notice to Registered Owners of Hanover Equipment Trust 2001B’s 8.75%
Senior Secured Notes due 2011 (the “Notes”):



     We hereby notify you of the resignation of Wilmington Trust FSB as Trustee
under the Indenture, dated as of August 30, 2001 (the “Indenture”), pursuant to
which your Notes were issued and are outstanding.



     U.S. Bank Trust National Association, whose Delaware trust office is
located at 300 Delaware Avenue, Suite 812, Wilmington, DE 19801, has been
appointed as successor Trustee under the Indenture, which appointment has been
accepted and has become effective as of September 29, 2004.



	 	 	 	 	 	 	 
	 	 	HANOVER EQUIPMENT TRUST 2001B
	 
	 	 	 	 	 	 
	 	 	By: U.S. BANK TRUST NATIONAL
	 	 	ASSOCIATION, not individually but
	 	 	solely as trustee of the Hanover
	 	 	Equipment Trust 2001B
	 
	 	 	 	 	 	 
	

	 	By:	 	 	 	 
	

	 	 	 	
	 	 
	

	 	Name:	 	 	 	 
	

	 	Title:	 	 	 	 







Date: September 29, 2004




 









 








Schedule A




Hanover Equipment Trust 2001B Trust Accounts




	 	 	 
	Account No. 56011-0 (as of September 29, 2004)
	 	$0