<PAGE>

                                                                   EXHIBIT 10.80

                                 THIRD AMENDMENT

          THIRD AMENDMENT, dated as of November __, 2001 (this "Amendment"), to
(i) the Guarantee (the "2000B Guarantee"), as defined in the Participation
Agreement, dated as of October 27, 2000 (as the same may have been, amended,
supplemented or otherwise modified from time to time, the "2000B Participation
Agreement"), among Hanover Compression Limited Partnership (formerly known as
Hanover Compression Inc., "HCC"), Hanover Equipment Trust 2000B, (the "2000B
Lessor"), Bank Hapoalim B.M. and FBTC Leasing Corp., as investors, the lenders
parties thereto (the "2000B Lenders") and JPMorgan Chase Bank (formerly known as
The Chase Manhattan Bank), a New York banking corporation, as the administrative
agent for the 2000B Lenders (the "Administrative Agent"), (ii) the Guarantee
(the "2000A Guarantee"), as defined in the Participation Agreement, dated as of
March 13, 2000 (as the same may have been, amended, supplemented or otherwise
modified from time to time, the "2000A Participation Agreement"), among HCC,
Hanover Equipment Trust 2000A (the "2000A Lessor"), First Union National Bank
and Scotiabanc Inc., as investors, the lenders parties thereto (the "2000A
Lenders") and the Administrative Agent, as agent for the 2000A Lenders and (iii)
the Guarantee (the "1999 Guarantee"), as defined in the Participation Agreement,
dated as of June 15, 1999 (as the same may have been, amended, supplemented or
otherwise modified from time to time, the "1999 Participation Agreement"), among
HCC, Hanover Equipment Trust 1999A (the "1999 Lessor"), Societe Generale
Financial Corporation and FBTC Leasing Corp., as investors, the lenders parties
thereto (the "1999 Lenders") and the Administrative Agent, as agent for the 1999
Lenders. The 2000B Participation Agreement, the 2000A Participation Agreement
and the 1999 Participation Agreement are collectively hereinafter referred to as
the "Participation Agreements". The 2000B Guarantee, the 2000A Guarantee and the
1999 Guarantee are collectively hereinafter referred to as the "Synthetic
Guarantees".

                              W I T N E S S E T H:
                              - - - - - - - - - -

          WHEREAS, Holdings and HCC have requested that the Administrative Agent
and the Required Lenders under each of the Synthetic Guarantees amend certain of
the provisions of each of the Synthetic Guarantees; and

          WHEREAS, the Administrative Agent and the Required Lenders under each
of the Synthetic Guarantees are agreeable to the requested amendments, but only
on the terms and subject to the conditions set forth herein;

          NOW THEREFORE, in consideration of the premises herein contained and
for other good and valuable consideration, the receipt of which is hereby
acknowledged, the parties hereto hereby agree as follows:

          I.   Defined Terms. As used in this Amendment, terms defined in the
preamble hereof and the recitals hereto are used herein as so defined, terms
defined in any of the Participation Agreements and the Synthetic Guarantees and
not defined herein are used herein as therein defined.

          II.  Amendments to the Synthetic Guarantees.

<PAGE>

                                                                               2

     1.   Amendment to Annex A of each of the Participation Agreements. Annex A
          to each of the Participation Agreements is hereby amended by deleting
          therefrom the following defined terms and substituting in lieu thereof
          the following new definitions:

               "Consolidated Indebtedness": at a particular date, as to any
          Person, the sum of (without duplication) (a) all Indebtedness of such
          Person and its Subsidiaries determined on a consolidated basis in
          accordance with GAAP, excluding (i) Indebtedness in respect of
          Financing Leases, and (ii) the Seller Note plus the principal amount
          of any additional notes issued in payment of interest thereon plus
          (b)(i) Guarantee Obligations of Holdings and its Subsidiaries in
          respect of obligations of Joint Ventures and Unrestricted Subsidiaries
          , (ii) the Equipment Lease Tranche A Loans, (iii) the Tranche A
          Portion of the 2001A Equipment Lease Transaction and (iv) the Tranche
          A Portion of the 2001B Equipment Lease Transaction.

               "Consolidated Leverage Ratio": as defined in subsection 11.1(d).

               "Equipment Guarantees": (i) the Guarantee dated as of June 15,
          1999 (as amended and restated through March 13, 2000 and as further
          amended, supplemented or otherwise modified from time to time), made
          by Holdings, HCC, and certain of their subsidiaries listed on the
          signature pages, in favor of Hanover Equipment Trust 1999A, The Chase
          Manhattan Bank, as agent, and certain lenders and investors, (ii) the
          Guarantee dated as of March 13, 2000 (as amended, supplemented or
          otherwise modified from time to time), made by Holdings, HCC and
          certain of their subsidiaries listed on the signature pages thereto,
          in favor of Hanover Equipment Trust 2000A, The Chase Manhattan Bank,
          as agent, and certain lenders and investors, (iii) the Guarantee dated
          as of October 27, 2000 (as amended, supplemented or otherwise modified
          from time to time), made by Holdings, HCC and certain of their
          subsidiaries listed on the signature pages thereto, in favor of
          Hanover Equipment Trust 2000B, The Chase Manhattan Bank, as agent, and
          certain lenders and investors, (iv) the Guarantee dated as of August
          31, 2001 (as amended, supplemented or otherwise modified from time to
          time), made by Holdings, HCC and certain of their subsidiaries listed
          on the signature pages thereto, in favor of Hanover Equipment Trust
          2001A, The Chase Manhattan Bank, as agent, and certain lenders and
          investors, (v) the Guarantee dated as of August 31, 2001 (as amended,
          supplemented or otherwise modified from time to time), made by
          Holdings, HCC and certain of their subsidiaries listed on the
          signature pages thereto, in favor of Hanover Equipment Trust 2001B,
          The Chase Manhattan Bank, as agent, and certain lenders and investors
          and (vi) any Guarantee in connection with and dated as of the date of
          an Additional Participation Agreement (as amended, supplemented or
          otherwise modified from time to time), to be made by Holdings, HCC and
          certain of their subsidiaries that will be listed on the signature
          pages thereto, in favor of a Delaware business trust, the agent and
          certain Lenders and investors.

               "Equipment Lease Credit Agreements": (i) the Credit Agreement
          dated as of June 15, 1999 (as amended, supplemented or otherwise
          modified from time to time), among Hanover Equipment Trust 1999A, as
          borrower, the several lenders from time to time parties thereto, the
          managing agents thereto and The Chase Manhattan Bank, as agent, (ii)
          the Credit Agreement dated as of March 13, 2000 (as amended,
          supplemented or otherwise modified from time to time), among Hanover
          Equipment Trust 2000A, as borrower, the several lenders from time to
          time parties thereto, Industrial Bank of Japan,

<PAGE>

                                                                               3

          LTD., as syndication agent, The Bank of Nova Scotia, as documentation
          agent and The Chase Manhattan Bank, as agent, (iii) the Credit
          Agreement dated as of October 27, 2000 (as amended, supplemented or
          otherwise modified from time to time), among Hanover Equipment Trust
          2000B, as borrower, the several lenders from time to time parties
          thereto, National Westminster Bank PLC, as managing agent, Citibank,
          N.A., Credit Suisse First Boston and The Industrial Bank of Japan,
          Ltd., as co-agents and The Chase Manhattan Bank, as agent, (iv) the
          2001A Equipment Lease Securities, (v) the 2001B Equipment Lease
          Securities, (vi) the 2001A Participation Agreement, (vii) the 2001B
          Participation Agreement and (viii) any Credit Agreement, in connection
          with and dated as of the date of an Additional Participation Agreement
          (as amended, supplemented or otherwise modified from time to time),
          among a Delaware business trust, as borrower, the several lenders from
          time to time parties thereto.

               "Equipment Lease Participation Agreements": (i) the Participation
          Agreement dated June 15, 1999 (as amended, supplemented or otherwise
          modified from time to time), among HCC, Hanover Equipment Trust 1999A,
          Societe Generale Financial Corporation and FBTC Leasing Corp., as
          investors, the managing agents thereto, The Chase Manhattan Bank, as
          agent, and the lenders parties thereto, (ii) the Participation
          Agreement dated March 13, 2000 (as amended, supplemented or otherwise
          modified from time to time), among HCC, Hanover Equipment Trust 2000A,
          First Union National Bank and Scotiabanc Inc., as investors,
          Industrial Bank of Japan, LTD., as syndication agent, The Bank of Nova
          Scotia, as documentation agent, The Chase Manhattan Bank, as agent,
          and the lenders parties thereto, (iii) the Participation Agreement
          dated as of October 27, 2000 (as amended, supplemented or otherwise
          modified from time to time, the "2000B Participation Agreement"),
          among HCC, Hanover Equipment Trust 2000B, Bank Hapoalim B.M. and FBTC
          Leasing Corp., as investors, The Chase Manhattan Bank, as agent, and
          the lenders parties thereto, (iv) the Participation Agreement dated as
          of August 31, 2001 (as amended, supplemented or otherwise modified
          from time to time, the "2001A Participation Agreement"), among HCC,
          Hanover Equipment Trust 2001A, General Electric Capital Corporation as
          investor, The Chase Manhattan Bank, as agent, and the lenders parties
          thereto, (v) the Participation Agreement dated as of August 31, 2001
          (as amended, supplemented or otherwise modified from time to time, the
          "2001B Participation Agreement"), among HCC, Hanover Equipment Trust
          2001B, General Electric Capital Corporation as investor, The Chase
          Manhattan Bank, as agent, and the lenders parties thereto and (vi) any
          additional participation agreements that may be entered into, upon
          notice to the Agent, by and among HCC, a Delaware business trust, an
          investor or investors, one or more agents and the Lenders parties
          thereto (as amended, supplemented or otherwise modified from time to
          time, the "Additional Participation Agreement"); provided that, any
          Additional Participation Agreements shall be considered Equipment
          Lease Participation Agreements only so long as (1) such Participation
          Agreement and any Additional Participation Agreements provide for
          transactions reasonably similar to those provided for in the
          Participation Agreement described in (i)-(iii) above and (2) the
          aggregate value of (a) the equipment leased under any Additional
          Participation Agreement and (b) any natural gas compressors leased by
          Holdings or HCC as lessee under any other leases ("Equipment True
          Leases") other than the Equipment Leases, does not exceed
          $300,000,000.

               "Equipment Lease Tranche A Loans": the collective reference to:
          (a) for the 1999 Synthetic Lease, the 2000A Synthetic Lease and the
          2000B Synthetic Lease, the

<PAGE>

                                                                               4

          loans to be made pursuant to each Equipment Lease Credit Agreement and
          identified as the "Tranche A Loans" in Schedule 1.1 of each of the
          Equipment Lease Credit Agreements, (b) for the 2001A Synthetic Lease,
          the Tranche A Portion of the 2001A Equipment Lease Transaction, (c)
          for the 2001B Synthetic Lease, the Tranche A Portion of the 2001B
          Equipment Lease Transaction and (d) for any Additional Lease, either
          (i) the loans to be made pursuant to such Equipment Lease Credit
          Agreement and identified as the "Tranche A Loans" in Schedule 1.1 of
          such Equipment Lease Credit Agreement or (ii) the "Tranche A Portion"
          of such Equipment Lease Transaction.

               "Equipment Lease Tranche B Loans": the collective reference to:
          (a) for the 1999 Synthetic Lease, the 2000A Synthetic Lease and the
          2000B Synthetic Lease, the loans to be made pursuant to each Equipment
          Lease Credit Agreement and identified as the "Tranche B Loans" in
          Schedule 1.1 of each of the Equipment Lease Credit Agreements, (b) for
          the 2001A Synthetic Lease, the Tranche B portion of the 2001A
          Equipment Lease Securities, (c) for the 2001B Synthetic Lease, the
          Tranche B portion of the 2001B Equipment Lease Securities and (d) for
          any Additional Lease, either (i) the loans to be made pursuant to such
          Equipment Lease Credit Agreement and identified as the "Tranche B
          Loans" in Schedule 1.1 of such Equipment Lease Credit Agreement or
          (ii) the "Tranche B Portion" of such Equipment Lease Transaction.

               "Equipment Leases": (i) the Lease dated as of June 15, 1999 (as
          amended, supplemented or otherwise modified from time to time),
          between Hanover Equipment Trust 1999A, as lessor, and HCC, as lessee
          (the "1999 Synthetic Lease"), (ii) the Lease dated as of March 13,
          2000 (as amended, supplemented or otherwise modified from time to
          time), between Hanover Equipment Trust 2000A, as lessor, and HCC, as
          lessee (the "2000A Synthetic Lease"), (iii) the Lease dated as of
          October 27, 2000 (as amended, supplemented or otherwise modified from
          time to time), between Hanover Equipment Trust 2000B, as lessor, and
          HCC, as lessee (the "2000B Synthetic Lease"), (iv) the Lease dated as
          of August 31, 2001 (as amended, supplemented or otherwise modified
          from time to time), between Hanover Equipment Trust 2001A, as lessor,
          and HCC, as lessee (the "2001A Synthetic Lease") and (v) the Lease
          dated as of August 31, 2001 (as amended, supplemented or otherwise
          modified from time to time), between Hanover Equipment Trust 2001B, as
          lessor, and HCC, as lessee (the "2001B Synthetic Lease") and (vi) any
          Lease in connection with and dated as of the date of any Additional
          Participation Agreement (as amended, supplemented or otherwise
          modified from time to time), between a Delaware business trust, as
          lessor, and HCC, as lessee (the "Additional Lease").

               "Eurodollar Base Rate": with respect to each day during each
          Interest Period pertaining to a Eurodollar Loan, the rate per annum
          determined on the basis of the rate for deposits in Dollars for a
          period equal to such Interest Period commencing on the first day of
          such Interest Period appearing on Page 3750 of the Telerate screen as
          of 11:00 A.M., London time, two Business Days prior to the beginning
          of such Interest Period. In the event that such rate does not appear
          on Page 3750 of the Telerate screen (or otherwise on such screen), the
          "Eurodollar Base Rate" shall be determined by reference to such other
          comparable publicly available service for displaying eurodollar rates
          as may be selected by the Administrative Agent or, in the absence of
          such availability, by reference to the rate at which the
          Administrative Agent is offered Dollar deposits at or about 11:00
          A.M., New York City time, two Business Days prior to the beginning of
          such Interest

<PAGE>

                                                                               5

          Period in the interbank eurodollar market where its eurodollar and
          foreign currency and exchange operations are then being conducted for
          delivery on the first day of such Interest Period for the number of
          days comprised therein.

               "Indebtedness": of any Person at any date, (a) all indebtedness
          of such Person for borrowed money or for the deferred purchase price
          of property or services (other than current liabilities incurred in
          the ordinary course of business and payable in accordance with
          customary trade practices) or which is evidenced by a note, bond,
          debenture or similar instrument, (b) all obligations of such Person
          under Financing Leases, (c) all obligations of such Person in respect
          of acceptances issued or created for the account of such Person, (d)
          all liabilities secured by any Lien (other than any lien of a type
          described in subsection 11.3(a) through (j)) on any property owned by
          such Person even though it has not assumed or otherwise become liable
          for the payment thereof, provided that all obligations of such Person
          with respect to Equipment Lease Tranche A Loans shall be considered
          Indebtedness of such Person and (e) solely for purposes of subsection
          11.2, the aggregate drawable amount of letters of credit issued for
          the account of such Person. For purposes of clarification, the
          obligations with respect to the Equipment Leases shall not be deemed
          to constitute Indebtedness under the preceding clause (d) solely by
          virtue of the grant by HCC thereunder of a Lien on its interest in the
          Equipment subject to such Equipment Lease to secure HCC's and the
          Guarantor's obligations in connection therewith.

               "Qualified Subsidiary": each Subsidiary of Holdings organized
          under a jurisdiction of the United States and having assets located
          primarily in the United States.

               "Restricted Payment": as defined in subsection 11.8.

               "Tranche A Portion of the 2001A Equipment Lease Transaction"
          shall mean the product of (i) 75.01% and (ii) the aggregate
          outstanding principal amount of the 2001A Equipment Lease Securities.

               "Tranche A Portion of the 2001B Equipment Lease Transaction"
          shall mean the product of (i) 67.90% and (ii) the aggregate
          outstanding principal amount of the 2001B Equipment Lease Securities.

               "2008 Notes": the 4.75% Convertible Senior Notes due 2008 issued
          by Holdings in an aggregate principal amount of $192,000,000.

     2.   Amendment to Annex A of each of the Participation Agreements. Annex A
          to each of the Participation Agreements is hereby amended by deleting
          therefrom the definition of "Consolidated Indebtedness Ratio"

     3.   Amendments to Subsection 1(b) of each of the Synthetic Guarantees.
          Subsection 1(b) of each of the Synthetic Guarantees is hereby amended
          by (a) deleting therefrom the following defined terms and substituting
          in lieu thereof the following new definitions:

               "Consolidated Senior Indebtedness": at a particular date, as to
          any Person, Consolidated Indebtedness of such Person and its
          Subsidiaries other than (i) subordinated guarantees of the 2001A
          Equipment Lease Securities, (ii) the subordinated guarantee of the
          2001B Equipment Lease Securities, (iii) any convertible notes of
          Holdings, (iv) the

<PAGE>
                                                                               6

          TIDES Debentures (and any subordinated debt securities issued in
          connection with a structured equity financing similar to the TIDES)
          and (v) any unsecured subordinated debt or any subordinated guarantees
          not included in clauses (i)-(iv) above and otherwise permitted herein.

               "POC Acquisition": the acquisition by HCC of the capital stock of
          POC on August 31, 2001.

               "2001A Equipment Lease Transaction": the synthetic off-balance
          sheet lease financing consummated on August 31, 2001 pursuant to the
          2001A Participation Agreement

               "2001B Equipment Lease Transaction": the synthetic off-balance
          sheet lease financing consummated on August 31, 2001 pursuant to the
          2001B Participation Agreement.

          and (b) deleting therefrom the definitions of "New Subordinated Notes"
          and "2001 Senior Subordinated Bridge Loans".

     4.   Amendment to Subsection 9.1 of the 2000B Guarantee. (a) Subsections
          9.1(a) is hereby amended by deleting all references to the phrase
          "March 31, 2001" and inserting in lieu thereof the phrase "September
          30, 2001" and 9.1(b) is amended by deleting such subsection in its
          entirety and inserting in lieu thereof a new subsection 9.1(b) to read
          as follows:

               (b) The audited consolidated balance sheets of Holdings and its
          consolidated Subsidiaries as at December 31, 1999 and December 31,
          2000, and the related consolidated statements of income and of cash
          flows for the fiscal years ended on such dates, reported on by and
          accompanied by an unqualified report from PricewaterhouseCoopers LLP,
          present fairly in all material respects the consolidated financial
          conditions of Holdings and its consolidated Subsidiaries as at such
          date, and the consolidated results of its operations and its
          consolidated cash flows for the fiscal years then ended. The unaudited
          consolidated balance sheet of Holdings and its consolidated
          Subsidiaries as at September 30, 2001, and the related unaudited
          consolidated statements of income and cash flows for the three-month
          period ended on such date, present fairly in all material respects the
          consolidated financial conditions of Holdings and its consolidated
          Subsidiaries, as at such date, and the consolidated results of its
          operations and its consolidated cash flows for the three-month period
          then ended (subject to normal year-end audit adjustments). All such
          financial statements, including the related schedules and notes
          thereto, have been prepared in accordance with GAAP applied
          consistently throughout the periods involved (except as approved by
          the aforementioned firm of accountants and disclosed therein).
          Holdings, HCC and its Subsidiaries do not have any material Guarantee
          Obligations, contingent liabilities and liabilities for taxes, or any
          long-term leases or unusual forward or long-term commitments,
          including any interest rate or foreign currency swap or exchange
          transaction or other obligation in respect of derivatives, that are
          not reflected in the most recent financial statements referred to in
          this paragraph. During the period from September 30, 2001 to and
          including the date hereof there has been no Disposition by Holdings or
          any of its

<PAGE>

                                                                               7

          Subsidiaries, as applicable, of any material part of their business or
          property (other than to Holdings or any of its Subsidiaries).

     5.   Amendment to Subsection 9.2 of the 2000B Guarantee. Subsection 9.2 of
          the 2000B Guarantee is hereby amended by deleting the phrase "June 30,
          2000" and inserting in lieu thereof the phrase "December 31, 2000".

     6.   Amendment to Subsection 9.6 of the 2000B Guarantee. Subsection 9.6 of
          the 2000B Guarantee is hereby amended by deleting the phrase "June 30,
          2000" and inserting in lieu thereof the phrase "September 30, 2001".

     7.   Amendement of Subsection 9.17 of the 2000B Guarantee. Subsection 9.17
          of the 2000B Guarantee is hereby amended by deleting such subsection
          in its entirety and inserting in lieu thereof a new subsection 9.17 to
          read as follows:

               9.17 Senior Indebtedness. The obligations of Holdings under the
                    Holdings Guarantee constitute "Senior Indebtedness" or
                    "Senior Debt" under the (i) if applicable, terms of the
                    Seller Note, (ii) if applicable, the documentation for the
                    2001A Equipment Lease Transaction and (iii) if applicable,
                    the documentation for the 2001B Equipment Lease Transaction.
                    The Obligations of HCC constitute "Senior Indebtedness" or
                    "Guarantor Senior Indebtedness" (i) if applicable, under the
                    documentation for the 2001A Equipment Lease Transaction and
                    (ii) if applicable, under the documentation for the 2001B
                    Equipment Lease Transaction. The obligations of each
                    Subsidiary under the Guarantees constitute "Guarantor Senior
                    Indebtedness" under the documentation relating to the 2001A
                    Equipment Lease Transaction (if applicable) and to the 2001B
                    Equipment Lease Transaction (if applicable).

     8.   Amendment to Subsection 10.2 of each of the Synthetic Guarantees.
          Subsection 10.2(f) of each of the Synthetic Guarantees is hereby
          amended by deleting such subsections in their entirety and inserting
          in lieu thereof a new subsection 10.2(f) to read as follows:

               (f) within 45 days after the end of each quarter in each fiscal
          year of Holdings, a certificate of the principal financial officer of
          Holdings showing both the Applicable Margin for the next quarter and
          the detailed computations necessary to calculate the Applicable Margin
          (an "Applicable Margin Certificate") and setting forth the aggregate
          drawable amount of outstanding Letters of Credit issued under this
          Agreement and the aggregate drawable amount of other letters of credit
          issued for the account of HCC or its Subsidiaries, in each case as of
          the last day of the immediately preceding quarter; and

     9.   Amendment of Subsection 11.1 of each of the Synthetic Guarantees.
          Subsection 11.1(d) of each of the Synthetic Guarantees is hereby
          amended by deleting the phrase "Consolidated Indebtedness Ratio" and
          inserting in lieu thereof the phrase "Consolidated Leverage Ratio".

     10.  Amendment of Subsection 11.2 of each of the Synthetic Guarantees.
          Subsection 11.2 of each of the Synthetic Guarantees is hereby amended
          by (a) deleting the phrase "on the date of consummation of the POC
          Acquisition" and inserting in lieu thereof the phrase

<PAGE>

                                                                               8

          "as of August 31, 2001" and (b) deleting clauses (k) through (q)
          thereof and inserting in lieu thereof the following:

               "(k) Indebtedness of Holdings evidenced by the subordinated
          promissory note dated as of August 31, 2001 issued by Holdings to
          Camco International Inc. in a principal amount of $150,000,000 plus
          the principal amount of any additional notes issued in payment of
          interest thereon (plus, in each case, the amount of all accrued and
          unpaid interest thereon which is added to the principal amount
          thereof) in connection with the POC Acquisition (all such notes
          collectively as amended, restated, supplemented or otherwise modified,
          the "Seller Note");

               (l) Indebtedness in respect of New Convertible Notes in an
          aggregate amount not to exceed $150,000,000; provided that the
          proceeds of such Indebtedness are used first, to repay the Seller
          Note, second, to pay fees and expenses of issuance of the New
          Convertible Notes and third, for general corporate purposes;

               (m) Guarantee Obligations permitted by subsection 11.4; and

               (n) unsecured Indebtedness not otherwise permitted by clauses
          (a)-(m) above not exceeding $125,000,000 in the aggregate at any time
          outstanding."

     11.  Amendment to Subsection 11.4 of each of the Synthetic Guarantees.
          Subsection 11.4 of each of the Synthetic Guarantees is hereby amended
          by deleting clauses (h) through (n) thereof and inserting in lieu
          thereof the following:

               (h) up to $70,000,000 in the aggregate of existing Guarantee
          Obligations of POC and listed on Schedule 11.4, provided that such
          Guarantee Obligations existed at the time POC became a Subsidiary and
          were not created in anticipation thereof; and

               (i) Guarantee Obligations of HCC and its Subsidiaries in respect
          of the obligations of POC listed on Schedule 11.4, provided that the
          aggregate principal amount of such obligations for which HCC and its
          Subsidiaries shall be liable shall not exceed $70,000,000.

     12.  Amendment of Subsection 11.5 of each of the Synthetic Guarantees.
          Subsection 11.5 of each of the Synthetic Guarantees is hereby amended
          by (a) deleting clauses (a) and (b) in their entirety and inserting in
          lieu thereof the following:

               (a) any Subsidiary may be merged or consolidated with or into any
          Qualified Subsidiary; provided, that a Qualified Subsidiary shall be
          the continuing or surviving corporation;

               (b) Holdings or any Qualified Subsidiary may be merged or
          consolidated with any other Person organized under a jurisdiction of
          the United States with assets held primarily in the United States;
          provided, that Holdings or such Qualified Subsidiary shall be the
          continuing or surviving corporation, the Administrative Agent is
          provided with written notice, and after giving effect thereto no
          Default or Event of Default would exist or reasonably be expected to
          be caused thereby and provided, further, that Holdings may not merge
          with or consolidate into any Subsidiary;

<PAGE>

                                                                               9

               (c) deleting the word "and" from the end of clause (g) and
          inserting the word "and" at the end of clause (f); and

               (d) deleting clause (h) in its entirety.

     13.  Amendment to Subsection 11.7 of each of the Synthetic Guarantees.
          Subsection 11.7 of each of the Synthetic Guarantees is hereby amended
          by deleting the amount "$10,000,000" where it appears in such
          subsection and inserting in lieu thereof the amount of "$20,000,000".

     14.  Amendment to Subsection 11.8 of each of the Synthetic Guarantees.
          Subsection 11.8 of each of the Synthetic Guarantees is hereby amended
          by (a) inserting the phrase "(collectively, "Restricted Payments")"
          immediately prior to the comma preceding phrase "except that if no
          Default or Event of Default" in the first sentence of such subsection,
          (b) deleting the phrase "25,000,000" from clause (iii) therof and
          inserting in lieu thereof the phrase "75,000,000", (c) adding the word
          "purchases" immediately prior to the phrase "declarations or payments
          pursuant to this clause" from clause (v) thereof, (d) deleting the
          phrase "Closing Date" in clause (v) thereof and inserting in lieu
          thereof the phrase "Amended and Restated Effective Date", (e) deleting
          the word "and" after section (vii) thereof and inserting the word
          "and" after clause (viii) thereof and (f) deleting clause (viii) in
          its entirety and inserting in lieu thereof the following:

                    (viii) Subsidiaries of Holdings may declare and pay
                    dividends, or make distributions, to Holdings to the extent
                    necessary to allow Holdings to pay interest when due on the
                    New Convertible Notes (in each case subject to any
                    applicable subordination provisions) and (ix) any Subsidiary
                    may make Restricted Payments to Holdings or any Subsidiary.

     15.  Amendment to Subsection 11.10 of each of the Synthetic Guarantees.
          Subsection 11.10 of each of the Synthetic Guarantees is hereby amended
          by (a) deleting the amount "$20,000,000" where it appears in paragraph
          (f) and inserting in lieu thereof the phrase "$50,000,000 (net of
          returns or repayment of capital or principal thereon and other returns
          thereon)" and (b) deleting paragraphs (k) and (l) in their entirety
          and inserting in lieu thereof the following:

                    "(k) (i) Investments in POC's Joint Ventures existing on the
                    date of consummation of the POC Acquisition and (ii)
                    Investments in POC's Joint Ventures pursuant to commitments
                    existing at the time of the POC Acquisition in an aggregate
                    amount not to exceed $30,000,000."

     16.  Amendment to Subsection 11.11 of each of the Synthetic Guarantees.
          Subsection 11.11 of each of the Synthetic Guarantees is hereby amended
          by deleting such subsection in its entirety in inserting in lieu
          thereof the following:

                    11.11 Limitation on Optional Payments and Modifications of
                          Debt Instruments. (i) Make any optional payment or
                          optional prepayment on or optional redemption,
                          optional purchase or optional defeasance of any
                          portion of the Shareholder Subordinated Debt, the 2008
                          Notes (other than scheduled cash

<PAGE>

                                                                              10

                    interest payments), New Convertible Notes (other than
                    scheduled cash interest payments), the 2001A Equipment Lease
                    Securities (other than scheduled cash interest payments,
                    subject to applicable subordination provisions), the 2001B
                    Equipment Lease Securities (other than scheduled cash
                    interest payments, subject to applicable subordination
                    provisions), lease and guarantee payments in respect of the
                    2001A Equipment Lease Transaction (other than scheduled
                    lease payments, subject to applicable subordination
                    provisions), and lease and guarantee payments in respect of
                    the 2001B Equipment Lease Transaction (other than scheduled
                    lease payments, subject to applicable subordination
                    provisions), (ii) make any optional payment or optional
                    prepayment in excess of $10,000,000 during any calendar year
                    on or redemption of any Indebtedness (excluding the Seller
                    Note for which no optional payments or prepayments are
                    permitted) or Guarantee Obligations other than (a) as
                    permitted in clause (i) above, (b) redemptions of any
                    portion of the 2008 Notes pursuant to the terms thereof,
                    including, without limitation, the terms of any indenture in
                    respect thereof, (c) redemptions of any portion of the TIDES
                    Debentures pursuant to the TIDES Indenture or redemptions of
                    any portion of the TIDES pursuant to the TIDES Declaration
                    of Trust or (d) any optional payment, prepayment or
                    redemption of any Indebtedness or Guarantee Obligations
                    pursuant to the Corporate Credit Agreement or the Equipment
                    Lease Transactions (other than the 2001A Equipment Lease
                    Transaction and the 2001B Equipment Lease Transaction) or
                    (iii) amend, modify or change, or consent or agree to any
                    amendment, modification or change to any of the terms of any
                    Indebtedness or Guarantee Obligations other than (a) any
                    Indebtedness or Guarantee Obligations pursuant to the
                    Corporate Credit Agreement or the Equipment Lease
                    Transactions (other than the 2001A Equipment Lease
                    Transaction and the 2001B Equipment Lease Transaction) or
                    (b) any amendment, modification or change which would extend
                    the maturity or reduce the amount of any payment of
                    principal thereof or which would reduce the rate or extend
                    the date for payment of interest thereon, or any amendment
                    or waiver which would render the terms of such Indebtedness
                    or Guarantee Obligations less restrictive. In addition,
                    Holdings and its Subsidiaries will not (i) make any optional
                    or voluntary payment, prepayment, redemption or purchase of
                    the Seller Note or any other payment or distribution with
                    respect to the Seller Note unless such payment or
                    distribution is (A) permitted by the subordination
                    provisions of the Seller Note or (B) financed with the
                    proceeds of subordinated Indebtedness issued by Holdings
                    having the terms set forth on Schedule 11.11 or (ii) amend,
                    waive, modify or terminate (or consent to any amendment,
                    waiver, modification or termination) of the subordination
                    provisions of the Seller Note or if such amendment, waiver,
                    modification or termination is adverse to the interest of
                    the Lenders (provided that

<PAGE>

                                                                              11

                    an amendment to the Seller Note intended to give effect to
                    the preceding clause (i)(B) shall be permitted).

     17.  Effectiveness. This Amendment shall become effective (the "Effective
          Date") upon fulfillment of the following conditions precedent: (a)
          Holdings and HCC shall have delivered to the Administrative Agent duly
          executed copies of this Amendment, (b) the Guarantors (other than
          Holdings or HCC) shall have delivered to the Administrative Agent duly
          executed copies of this Amendment, (c) the Administrative Agent shall
          have received duly executed copies of this Amendment from the Required
          Lenders, and (d) no Default or Event of Default shall have occurred
          and be continuing on the date hereof after giving effect to this
          Amendment.

     18.  Representations and Warranties. Holdings, HCC and each of the other
          Guarantors hereby represent and warrant that the representations and
          warranties contained in each of the Senior Credit Agreement, the Loan
          Documents and the Operative Agreements will be, after giving effect to
          this Amendment, true and correct in all material respects, as if made
          on and as of the date hereof (except those which expressly speak as of
          a certain date).

     19.  Continuing Effect of the Senior Credit Agreement, Participation
          Agreements and Operative Agreements. This Amendment shall not
          constitute an amendment or waiver of any other provision of the Senior
          Credit Agreement, the Loan Documents or the Operative Agreements (as
          defined in each of the Synthetic Guarantees) not expressly referred to
          herein and shall not be construed as a waiver or consent to any
          further or future action on the part of HCC, Holdings, the 2000B
          Lessor, the 2000A Lessor, the 1999 Lessor, or the other Guarantors
          that would require a waiver or consent of the Administrative Agent
          and/or the 2000B Lenders, the 2000A Lenders or the 1999 Lenders.
          Except as expressly amended hereby, the provisions of each of the
          Senior Credit Agreement, the Loan Documents and the Operative
          Agreements (as defined in each of the Synthetic Guarantees) are and
          shall remain in full force and effect.

     20.  Counterparts. This Amendment may be executed in counterparts and all
          of the said counterparts taken together shall be deemed to constitute
          one and the same instrument. Delivery of an executed signature page of
          this Amendment by facsimile transmission shall be effective as
          delivery of a manually executed counterpart hereof.

     21.  GOVERNING LAW. THIS AMENDMENT SHALL BE GOVERNED BY, AND CONSTRUED AND
          INTERPRETED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.

     22.  Expenses. Holdings and HCC agree to pay or reimburse the
          Administrative Agent for all of its reasonable out-of-pocket costs and
          expenses incurred in connection with the preparation, negotiation and
          execution of this Amendment, including, without limitation, the fees
          and disbursements of counsel to the Administrative Agent.




<PAGE>

          IN WITNESS WHEREOF, the parties hereto have caused this Amendment to
be duly executed by their respective officers thereunto duly authorized as of
the day and year first above written.

                                  HANOVER COMPRESSOR COMPANY, as a signatory to
                                  the Senior Credit Agreement and as a Guarantor

                                  By:
                                      ------------------------------------------
                                      Name:
                                      Title:

                                  HANOVER COMPRESSION LIMITED PARTNERSHIP
                                  (formerly known as Hanover Compression Inc.),
                                  as a signatory to the Senior Credit Agreement
                                  and as a Guarantor

                                  By: Hanover Compression General Holdings, LLC,
                                      its general partner

                                  By:
                                      ------------------------------------------
                                      Name:
                                      Title:

                                  HANOVER/SMITH LIMITED PARTNERSHIP, as a
                                  Guarantor

                                  By: Hanover General Holdings, Inc., its
                                      general partner

                                  By:
                                      ------------------------------------------
                                      Name:
                                      Title:

                                  HANOVER MAINTECH LIMITED PARTNERSHIP, as a
                                  Guarantor

                                  By: Hanover General Holdings, Inc., its
                                      general partner

                                  By:
                                      ------------------------------------------
                                      Name:
                                      Title:

                                  HANOVER LAND LIMITED PARTNERSHIP, as a
                                  Guarantor

                                  By: Hanover General Holdings, Inc., its
                                      general partner

                                  By:
                                      ------------------------------------------

<PAGE>

                                      Name:
                                      Title:

                                  HANOVER COMPRESSOR LIMITED HOLDINGS, LLC

                                  By: Hanover General Holdings, Inc., as sole
                                      member

                                  By:
                                      ------------------------------------------
                                      Name:
                                      Title:

                                  JPMORGAN CHASE BANK (formerly known as The
                                  Chase Manhattan Bank), as Administrative
                                  Agent, a 2000B Lender, 2000A Lender and 1999
                                  Lender

                                  By:
                                      ------------------------------------------
                                      Name:
                                      Title:

                                  ARAB BANKING CORPORATION (B.S.C.), as a
                                  2000B Lender

                                  By:
                                      ------------------------------------------
                                      Name:
                                      Title:

                                  ABN AMRO BANK N.V., as a 1999 Lender

                                  By:
                                      ------------------------------------------
                                      Name:
                                      Title:

                                  By:
                                      ------------------------------------------
                                      Name:
                                      Title:

                                  BANK HAPOALIM B.M., as a 2000B Lender

                                  By:
                                      ------------------------------------------
                                      Name:
                                      Title:

                                  By:
                                      ------------------------------------------
                                      Name:

<PAGE>

                                      Title:

                                  THE BANK OF NOVA SCOTIA, as a 2000A Lender and
                                  1999 Lender

                                  By:
                                      ------------------------------------------
                                      Name:
                                      Title:

                                  THE BANK OF TOKYO MITSUBISHI LIMITED, as a
                                  2000B Lender

                                  By:
                                      ------------------------------------------
                                      Name:
                                      Title:

                                  CITIBANK, N.A., as a 2000B Lender

                                  By:
                                      ------------------------------------------
                                      Name:
                                      Title:

                                  FIRST UNION NATIONAL BANK, as a 2000A Lender

                                  By:
                                      ------------------------------------------
                                      Name:
                                      Title:

                                  GUARANTY BANK, as a 2000B Lender

                                  By:
                                      ------------------------------------------
                                      Name:
                                      Title:

                                  NATIONAL WESTMINSTER BANK Plc, NEW YORK
                                  BRANCH, as a 2000B Lender

                                  By:
                                      ------------------------------------------
                                      Name:
                                      Title:

                                  BANK OF SCOTLAND, as a 1999 Lender




<PAGE>

                 By:      ____________________________________
                          Name:
                          Title:

                 BNP PARIBAS, as a 2000A Lender and 1999 Lender

                 By:      ____________________________________
                          Name:
                          Title:


                 By:      ____________________________________
                          Name:
                          Title:

                 THE FUJI BANK, LIMITED, as a 2000B Lender and 1999 Lender


                 By:      ____________________________________
                          Name:
                          Title:

                 BANKERS TRUST COMPANY, as a 1999 Lender


                 By:      ____________________________________
                          Name:
                          Title:

                 COMERICA BANK, as a 2000B Lender and a 1999 Lender


                 By:      ____________________________________
                          Name:
                          Title:

                 CREDIT LYONNAIS NEW YORK BRANCH, as a 1999 Lender


                 By:      ____________________________________
                          Name:
                          Title:

                 DZ BANK AG DEUTSCHE ZENTRAL-GENOSSENSCHAFTSBANK,
                 NEW YORK BRANCH, as a 2000A Lender and
                 1999 Lender

<PAGE>

                                  By:
                                      ------------------------------------------
                                      Name:
                                      Title:

                                   By:
                                      ------------------------------------------
                                      Name:
                                      Title:

                                  BANK ONE, N.A. (MAIN OFFICE CHICAGO)
                                  (formerly known as The First National Bank of
                                  Chicago), as a 1999 Lender, and 2000A Lender

                                  By:
                                      ------------------------------------------
                                      Name:
                                      Title:

                                  THE INDUSTRIAL BANK OF JAPAN, LTD., NEW YORK
                                  BRANCH, as a 2000B Lender, 2000A Lender and
                                  1999 Lender

                                  By:
                                      ------------------------------------------
                                      Name:
                                      Title:

                                  SUNTRUST BANK, as a 2000B Lender, 2000A Lender
                                  and 1999 Lender

                                  By:
                                      ------------------------------------------
                                      Name:
                                      Title:

                                  SOCIETE GENERALE, SOUTHWEST AGENCY, as a 1999
                                  Lender

                                  By:
                                      ------------------------------------------
                                      Name:
                                      Title:

                                  WELLS FARGO BANK (TEXAS) N.A., as a 1999
                                  Lender

                                  By:
                                      ------------------------------------------
                                      Name:
                                      Title:

<PAGE>

                              CREDIT SUISSE FIRST BOSTON, as a 2000B Lender and
                              2000A Lender

                              By:
                                   ---------------------------------------------
                                   Name:
                                   Title:

                              NATEXIS BANQUES POPULAIRES, as a 2000A Lender

                              By:
                                   ---------------------------------------------
                                   Name:
                                   Title:

                              NATIONAL CITY BANK, as a 2000A Lender

                              By:
                                   ---------------------------------------------
                                   Name:
                                   Title:

                              FBTC LEASING CORP, as a 2000B Lender and a 1999
                              Lender

                              By:
                                   ---------------------------------------------
                                   Name:
                                   Title:

                              SCOTIABANC, INC., as a 2000A Lender

                              By:
                                   ---------------------------------------------
                                   Name:
                                   Title: