EXHIBIT 4.12 THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR THE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION. NEITHER THIS SECURITY NOR ANY INTEREST OR PARTICIPATION HEREIN MAY BE...

                                                                    EXHIBIT 4.12

THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS
AMENDED (THE "SECURITIES ACT"), OR THE SECURITIES LAWS OF ANY STATE OR OTHER
JURISDICTION. NEITHER THIS SECURITY NOR ANY INTEREST OR PARTICIPATION HEREIN MAY
BE REOFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED OR OTHERWISE
DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION UNLESS SUCH TRANSACTION IS
EXEMPT FROM, OR NOT SUBJECT TO, SUCH REGISTRATION.

THE HOLDER OF THIS SECURITY BY ITS ACCEPTANCE HEREOF AGREES, ON ITS OWN BEHALF
AND ON BEHALF OF ANY INVESTOR ACCOUNT FOR WHICH IT HAS PURCHASED SECURITIES, TO
OFFER, SELL OR OTHERWISE TRANSFER SUCH SECURITY, PRIOR TO THE DATE (THE "RESALE
RESTRICTION TERMINATION DATE") THAT IS TWO YEARS AFTER THE LATER OF THE ORIGINAL
ISSUE DATE HEREOF AND THE LAST DATE ON WHICH THE ISSUER OR ANY AFFILIATE OF THE
ISSUER WAS THE OWNER OF THIS SECURITY (OR ANY PREDECESSOR OF SUCH SECURITY),
ONLY (A) TO THE ISSUER, (B) PURSUANT TO A REGISTRATION STATEMENT THAT HAS BEEN
DECLARED EFFECTIVE UNDER THE SECURITIES ACT, (C) FOR SO LONG AS THE SECURITIES
ARE ELIGIBLE FOR RESALE PURSUANT TO RULE 144A UNDER THE SECURITIES ACT, TO A
PERSON IT REASONABLY BELIEVES IS A "QUALIFIED INSTITUTIONAL BUYER" AS DEFINED IN
RULE 144A UNDER THE SECURITIES ACT THAT PURCHASES FOR ITS OWN ACCOUNT OR FOR THE
ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER TO WHOM NOTICE IS GIVEN THAT THE
TRANSFER IS BEING MADE IN RELIANCE ON RULE I44A, (D) PURSUANT TO OFFERS AND
SALES THAT OCCUR OUTSIDE THE UNITED STATES WITHIN THE MEANING OF REGULATION S
UNDER THE SECURITIES ACT, (E) TO AN INSTITUTIONAL "ACCREDITED INVESTOR" WITHIN
THE MEANING OF RULE 501(a)(l), (2), (3) OR (7) UNDER THE SECURITIES ACT THAT IS
ACQUIRING THE SECURITY FOR ITS OWN ACCOUNT, OR FOR THE ACCOUNT OF SUCH AN
INSTITUTIONAL ACCREDITED INVESTOR, IN EACH CASE IN A TRANSACTION INVOLVING A
MINIMUM PRINCIPAL AMOUNT OF $250,000 OF SECURITIES, FOR INVESTMENT PURPOSES AND
NOT WITH A VIEW TO OR FOR OFFER OR SALE IN CONNECTION WITH ANY DISTRIBUTION IN
VIOLATION OF THE SECURITIES ACT, OR (F) PURSUANT TO ANOTHER AVAILABLE EXEMPTION
FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT, SUBJECT TO THE
ISSUER'S AND THE TRUSTEE'S RIGHT PRIOR TO ANY SUCH OFFER, SALE OR TRANSFER
PURSUANT TO CLAUSES (D), (E) AND (F) TO REQUIRE THE DELIVERY OF AN OPINION OF
COUNSEL, CERTIFICATION AND/OR OTHER INFORMATION SATISFACTORY TO EACH OF THEM.
THIS LEGEND WILL BE REMOVED UPON THE REQUEST OF THE HOLDER AFTER THE RESALE
RESTRICTION TERMINATION DATE.



UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST ISSUER, A NEW YORK CORPORATION ("DTC"), NEW YORK, NEW YORK, TO
THE ISSUER OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND
ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER
NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS
MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER
HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.

TRANSFERS OF THIS GLOBAL SECURITY SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT
NOT IN PART, TO NOMINEES OF DTC OR TO A SUCCESSOR THEREOF OR SUCH SUCCESSOR'S
NOMINEE AND TRANSFERS OF PORTIONS OF THIS GLOBAL SECURITY SHALL BE LIMITED TO
TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS SET FORTH IN THE INDENTURE
REFERRED TO ON THE REVERSE HEREOF.



No. 001                                   .     Principal Amount $249,970,000,
                                                as revised by the Schedule of
                                                Increases and Decreases in
                                                Global Security attached hereto

                                                CUSIP No.   00000XXX0
                                                Rule 144A Global Note

                       8.75% Senior Secured Notes due 2011

                  Hanover Equipment Trust 2001B, a Delaware business trust,
promises to pay to Cede & Co., or registered assigns, the principal sum of Two
Hundred Forty-Nine Million Nine Hundred Seventy Thousand Dollars, as revised by
the Schedule of Increases and Decreases in Global Security attached hereto, on
September 1, 2011.

                  Interest Payment Dates:        March 1 and September 1
                  Record Dates:                  February 15 and August 15

                  Additional provisions of this Security are set forth on the
other side of this Security.

                                                HANOVER EQUIPMENT TRUST 2001B

                                                By:
                                                    ---------------------------
                                                    Name: Xxxxx X. Xxxxxxxx Xx.
                                                    Title: Vice President

TRUSTEE'S CERTIFICATE OF
 AUTHENTICATION

WILMINGTON TRUST FSB,
as Trustee, certifies
that this is one of
the Securities referred
to in the Indenture.

By:
    ---------------------
    Authorized Signatory                               Date: August 30, 2001



                       8.75% Senior Secured Note due 2011

1.       Interest

                  Hanover Equipment Trust 2001B, a Delaware business trust (such
business trust, and its successors and assigns under the Indenture hereinafter
referred to; being herein called the "Issuer"), promises to pay interest on the
principal amount of this Security at the rate per annum shown above.

                  The Issuer will pay interest semiannually in arrears on March
1 and September 1 of each year commencing March 1, 2002. Interest on the
Securities will accrue from the most recent date to which interest has been paid
on the Securities or, if no interest has been paid, from September 1, 2001. The
Issuer shall pay interest on overdue principal or premium, if any (plus interest
on such interest to the extent lawful), at the rate borne by the Securities to
the extent lawful. Interest will be computed on the basis of a 360-day year of
twelve 30-day months.

2.       Method of Payment

                  By at least 10:00 a.m. (New York City time) on the date on
which any principal of or interest on any Security is due and payable, the
Issuer shall irrevocably deposit with the Trustee or the Paying Agent money
sufficient to pay such principal, premium, if any, and/or interest. The Issuer
will pay interest (except Defaulted Interest) to the Persons who are registered
Holders of Securities at the close of business on the February 15 or August 15
next preceding the interest payment date even if Securities are cancelled,
repurchased or redeemed after the record date and on or before the interest
payment date. Holders must surrender Securities to a Paying Agent to collect
principal payments. The Issuer will pay principal and interest in money of the
United States that at the time of payment is legal tender for payment of public
and private debts. Payments in respect of Securities represented by a Global
Security (including principal, premium, if any, and interest) will be made by
the transfer of immediately available funds to the accounts specified by The
Depository Trust Company. The Issuer will make all payments in respect of a
Definitive Security (including principal, premium, if any, and interest) by
mailing a check to the registered address of each Holder thereof; provided,
however, that payments on the Securities may also be made, in the case of a
Holder of a least $1,000,000 aggregate principal amount of Securities, by wire
transfer to a U.S. dollar account maintained by the payee with a bank in the
United States if such Holder elects payment by wire transfer by giving written
notice to the Trustee or the Paying Agent to such effect designating such
account no later than 15 days immediately preceding the relevant due date for
payment (or such other date as the Trustee may accept in its discretion).

3.       Paving Agent and Registrar

                  Initially, Wilmington Trust FSB (the "Trustee"), will act as
Trustee, Paying Agent and Registrar. The Issuer may appoint and change any
Paying Agent, Registrar or co-registrar without notice to any Securityholder.
The Issuer or any of its Restricted Subsidiaries may act as Paying Agent,
Registrar or co-registrar.



                                                                               5

4.       Indenture

                  The Issuer issued the Securities under an Indenture dated as
of August 30, 2001 (as it may be amended or supplemented from time to time in
accordance with the terms thereof, the "Indenture"), among the Issuer, the
Hanover Guarantors and the Trustee and a Participation Agreement dated as of
August 30, 2001 (the "Participation Agreement") among the Issuer, the Lessee,
the Certificate Holders named therein, the Hanover Guarantors, the Trustee and
Wilmington Trust Company. The terms of the Securities include those stated  in
the Indenture and the Participation Agreement and those made part of the
Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. Sections
77aaa-77bbbb) as in effect on the date of the Indenture (the "Act"). Capitalized
terms used herein and not defined herein have the meanings ascribed thereto in
the Indenture. The Securities are subject to all such terms, and Securityholders
are referred to the Indenture and the Act for a statement of those terms.

                  The Securities are secured senior obligations of the Issuer
limited to $250 million aggregate principal amount (subject to Section 2.2 of
the Indenture). This Security is one of the Original Securities (also referred
to as Initial Securities) referred to in the Indenture. The Initial Securities
and the Exchange Securities will be treated as a single class of securities
under the Indenture. The Indenture and the Participation Agreement impose
certain limitations on, among other things: the Incurrence of Indebtedness by
the Issuer or Hanover or its Restricted Subsidiaries, the purchase or redemption
of Capital Stock of Hanover, the Incurrence of Liens by the Issuer or Hanover or
its Restricted Subsidiaries, the sale or transfer of assets and Capital Stock of
Restricted Subsidiaries of Hanover, the issuance or sale of Capital Stock of
Restricted Subsidiaries of Hanover, the business activities and investments of
the Issuer mergers and consolidation of Hanover, and transactions with
Affiliates of Hanover and its Restricted Subsidiaries. In addition, the
Participation Agreement limits the ability of Hanover and its Restricted
Subsidiaries to restrict distributions and dividends from Restricted
Subsidiaries.

                  To guarantee the due and punctual payment of the principal,
premium, if any, and interest on the Securities and all other amounts payable by
the Issuer under the Indenture and the Securities when and as the same shall be
due and payable, whether at maturity, by acceleration or otherwise, according to
the terms of the Securities and the Indenture, the Hanover Guarantors will have
unconditionally guaranteed, upon the release of escrowed funds pursuant to an
Escrow Agreement, dated as of August 30, 2001 (the "Escrow Agreement"), among
the Issuer, Hanover Equipment Trust 2001A and Wilmington Trust Company, as
escrow agent, (and future Hanover Guarantors, together with the Hanover
Guarantors, will unconditionally guarantee) jointly and severally, upon the
occurrence of and during a Lease Event of Default, such obligations on a senior
subordinated basis pursuant to the terms of a Guarantee, to be dated as of the
date the escrowed funds are released pursuant to the Escrow Agreement, by the
Hanover Guarantors.

5.       Redemption

                  Except as set forth below, the Securities will not be
redeemable at the option of the Issuer prior to September 1, 2006. On and after
such date, the Issuer may redeem all or, from time to time, a part of the
Securities upon not less than 30 nor more than 60 days' prior notice mailed by
first-class mail to each Holder's registered address and in accordance with the



                                                                              6
provisions of Section 20.1 of the Lease, at the following redemption prices
(expressed in percentages of principal amount), plus accrued and unpaid
interest, if any, to the redemption date (subject to the right of Holders of
record on the relevant record date to receive interest due on the relevant
interest payment date), if redeemed during the 12-month period commencing on
September 1 of the years set forth below:



                               Redemption
Period                         Price
------                         -----
                            
2006                             104.375%
2007                             102.917%
2008                             101.458%

2009 and thereafter              100.000%


                  Prior to September 1, 2004, to the extent that Hanover raises
Net Cash Proceeds from one or more Public Equity Offerings and such Net Cash
Proceeds are contributed toward an Equipment Purchase (as defined below), the
Issuer may on any one or more occasions redeem up to 35% of the original
principal amount of the Securities with the proceeds from an Equipment
Purchase in accordance with the provisions of Section 20.1(b) of the Lease at a
redemption price (expressed as a percentage of principal amount) of 108.75% plus
accrued and unpaid interest, if any, to the redemption date (subject to the
right of Holders of record on the relevant record date to receive interest due
on the relevant interest payment date); provided, however, that at least 65% of
the original principal amount of the Securities must remain outstanding after
each such redemption; provided further, that each such redemption occurs within
60 days of the date of closing of such Public Equity Offering.

                  In each case, the Issuer will redeem the Securities with the
proceeds from the Lessee's purchase of the Issuer's Equipment (the "Equipment
Purchase"), in accordance with Sections 20.1 (a) or 20.1(b), as applicable, of
the Lease.

                  In the case of any partial redemption, selection of the
Securities for redemption will be made by the Trustee in compliance with the
requirements of the principal national securities exchange, if any, on which the
Securities are listed or, if the Securities are not listed, then on a pro rata
basis, by lot or by such other method as the Trustee in its sole discretion
shall deem to be fair and appropriate, although no Securities of $ 1,000 in
original principal amount or less will be redeemed in part. If any Security is
to be redeemed in part only, the notice of redemption relating to such Security
shall state the portion of the principal amount thereof to be redeemed. A new
Security in principal amount equal to the unredeemed portion thereof will be
issued in the name of the Holder thereof upon cancellation of the original
Security. On and after the redemption date, interest will cease to accrue on
Securities or portions thereof called for redemption as long as the Issuer has
deposited with the Paying Agent funds in satisfaction of the applicable
redemption price pursuant to the Indenture.

                  If, in the sole judgment of the trustee of Hanover Equipment
Trust 2001A, a Delaware business trust, prior to the POI Acquisition (defined
below), the acquisition by the Lessee and its affiliates of Production Operators
Corporation and certain other assets of Schlumberger Limited ("Schlumberger")
and its affiliates, pursuant to that certain Purchase Agreement dated as of June
28, 2001 by and among Hanover Compression Limited Partnership,



                                                                               7

 Schlumberger and the other parties named therein (the "POI Acquisition"), will
 not be consummated by November 15, 2001, the Issuer may at its option at any
 time before November 1, 2001 redeem all, but not less than all, of the
 Securities then Outstanding at a redemption price (expressed as a percentage of
 principal amount) of 101%, plus accrued and unpaid interest to the redemption
 date ("Special Optional Redemption").

                  In the event that there has been no Special Optional
Redemption and the POI Acquisition has not been consummated by November 15,
2001, on November 30, 2001 the Issuer shall redeem all Securities then
Outstanding at a redemption price (expressed as a percentage of principal
amount) of 101%, plus accrued and unpaid interest to the redemption date
("Special Mandatory Redemption", and together with Special Optional Redemption,
"Special Redemption").

                  If a redemption date is on or after an interest record date
and on or before the related interest payment date, the accrued and unpaid
interest, if any, will be paid to the Person in whose name the Security is
registered at the close of business on such record date, and no additional
interest will be payable to Holders whose Securities will be subject to
redemption by the Issuer.

6.       Repurchase Provisions

                  (a)     Upon a Change of Control with respect to Hanover,
any Holder of Securities will have the right to cause the Issuer to repurchase
all or any part of the Securities of such Holder at a purchase price in cash
equal to 101% of the principal amount thereof, plus accrued and unpaid interest,
if any, to the date of repurchase (subject to the right of Holders of record on
the relevant record date to receive interest due on the relevant interest
payment date) as provided in, and subject to the terms of, the Indenture. The
Issuer will repurchase the Securities with the proceeds from an Equipment
Purchase in accordance with Section 20.1(c) of the Lease.

                  (b)     In the event of an Asset Disposition that requires
the purchase of Securities pursuant to Section 9.6 of the Participation
Agreement and Section 3.3 of the Indenture, the Issuer will be required to apply
such Excess Proceeds to the repayment of the Securities in accordance with the
procedures set forth in Section 3.3 of the Indenture. The Issuer will repurchase
the Securities with the proceeds from an Equipment Purchase in accordance with
Section 20.1 (d) of the Lease.

7.       Denominations; Transfer; Exchange

                  The Securities are in registered form without coupons in
denominations of principal amount of $1,000 and whole multiples of $1,000. A
Holder may transfer or exchange Securities in accordance with the Indenture. The
Registrar may require a Holder, among other things, to furnish appropriate
endorsements or transfer documents and to pay any taxes and fees required by law
or permitted by the Indenture. The Registrar need not register the transfer of
or exchange (i) any Securities selected for redemption (except, in the case of a
Security to be redeemed in part, the portion of the Security not to be redeemed)
for a period beginning 15 days before the mailing of a notice of Securities to
be redeemed and ending on the date of such



                                                                               8

mailing or (ii) any Securities for a period beginning 15 days before an interest
payment date and ending on such interest payment date.

8.       Persons Deemed Owners

                  The registered Holder of this Security may be treated as the
owner of it for all purposes.

9.       Unclaimed Money

                  If money for the payment of principal or interest remains
unclaimed for two years, the Trustee or Paying Agent shall pay the money back to
the Issuer at its request unless an abandoned property law designates another
Person. After any such payment, Holders entitled to the money must look only to
the Issuer and not to the Trustee for payment.

10.      Defeasance

                  Subject to certain conditions set forth in the Indenture, the
Issuer at any time may terminate some or all of its obligations under the
Securities and the Indenture if the Issuer deposits with the Trustee money or
U.S. Government Obligations for the payment of principal and interest on the
Securities to redemption or maturity, as the case may be.

11.      Amendment, Waiver

                  Subject to certain exceptions set forth in the Indenture, (i)
the Indenture or the Securities may be amended with the written consent of the
Holders of at least a majority in principal amount of the then outstanding
Securities and (ii) any default (other than with respect to nonpayment or in
respect to a provision that cannot be amended without the written consent of
each Securityholder affected) or noncompliance with any provision may be waived
with the written consent of the Holders of a majority in principal amount of the
then outstanding Securities. Subject to certain exceptions set forth in the
Indenture, without the consent of any Securityholder, the Issuer and the Trustee
may amend the Indenture or the Securities to cure any ambiguity, omission,
defect or inconsistency, or to provide for uncertificated Securities in addition
to or in place of certificated Securities, or to add guarantees with respect to
the Securities or to secure the Securities, or to add additional covenants of
the Issuer and the Hanover Guarantors, or surrender rights and powers conferred
on the Issuer, or to comply with any request of the SEC in connection with
qualifying the Indenture under the Act, or to make any change that does not
adversely affect the rights of any Securityholder, or to provide for the
issuance of Exchange Securities.

12.      Defaults and Remedies

                  Under the Indenture, Events of Default include (i) default for
30 days in payment of interest when due on the Securities; (ii) default in
payment of principal premium, if any, on the Securities at Stated Maturity, upon
required repurchase or upon optional redemption pursuant to paragraphs 5 and 6
of the Securities, upon declaration or otherwise; (iii) the failure by Hanover
or any Hanover Guarantor to comply with its obligations under (x) Section 9.10
of the



                                                                               9

Participation Agreement or (y), prior to the execution and delivery of the
Participation Agreement, Article IV of the Indenture, which default shall
continue unremedied for a period of 30 days (iv) failure by the Issuer to comply
for 30 days after notice with any of its obligations under the covenants
described under Sections 3.2 through 327 inclusive of the Indenture (in each
case, other than a failure to purchase Securities when required pursuant to
Section 3.3 or 3.4, which failure shall constitute an Event of Default under
clause (ii) above); (v) the failure by the Issuer to comply for 60 days after
notice with its other agreements contained in the Indenture or under the
Securities (other than those referred to in (i), (ii), (iii) or (iv) above) or
any covenant, representation or warranty under any of the Operative Agreement;
(vi) the occurrence and continuation of a Lease Event of Default; (vii) the
Operative Agreements no longer create a first priority lien on all the
Collateral for the benefit of the Trustee, in its capacity as Collateral Agent;
(viii) default under any mortgage, indenture or instrument under which there may
be issued or by which there may be secured or evidenced any Indebtedness for
money borrowed by Hanover or any of its Restricted Subsidiaries (or the payment
of which is guaranteed by Hanover or any of its Restricted Subsidiaries), other
than Indebtedness owed to Hanover or a Restricted Subsidiary, whether such
Indebtedness or guarantee now exists, or is created after the date of the
Indenture, which default (a) is caused by a failure to pay principal of, or
interest or premium, if any, on such Indebtedness before the expiration of the
grace period provided in such Indebtedness ("Payment Default") or (b) results in
the acceleration of such Indebtedness prior to its maturity (the "cross
acceleration provision") and, in each case, the principal amount of any such
Indebtedness, together with the principal amount of any other such Indebtedness
under which there has been a Payment Default or the maturity of which has been
so accelerated, aggregates $20.0 million or more; (ix) certain events of
bankruptcy, insolvency or reorganization of the Issuer, Hanover or a Significant
Subsidiary or group of Restricted Subsidiaries that, taken together (as of the
latest audited consolidated financial statements for Hanover and its Restricted
Subsidiaries), would constitute a Significant Subsidiary (the "bankruptcy
provisions"); (x) failure by the Issuer, Hanover or any Restricted Subsidiary to
pay final judgments aggregating in excess of $20.0 million or its foreign
currency equivalent at the time (net of any amounts with respect to which a
reputable and creditworthy insurance company has acknowledged liability in
writing), which judgments are not paid, discharged or stayed for a period of 60
days (the "judgment default provision") or (xi) any respective Guarantee of any
of the Hanover Guarantors ceases to be in full force and effect (except as
contemplated by the terms of the Indenture) or is declared null and void in a
judicial proceeding or any Hanover Guarantor denies or disaffirms its
obligations under the Indenture, the Participation Agreement or its Hanover
Guarantee. However, a default under clauses (iv) and (v) will not constitute an
Event of Default until the Trustee or the Holders of at least 25% in principal
amount of the outstanding Securities notify the Issuer of the default and the
Issuer does not cure such default within the time specified in clauses (iv) and
(v) hereof after receipt of such notice.

                  If an Event of Default (other than an Event of Default
described in clause (ix) above) occurs and is continuing, the Trustee or the
Holders of at least 25% in principal amount of the Securities may declare all
the Securities to be due and payable immediately. Events of Default described in
clause (ix) above will result in the Securities being due and payable
immediately upon the occurrence of such Events of Default.



                                                                              10

                  Securityholders may not enforce the Indenture or the
Securities except as provided in the Indenture. The Trustee may refuse to
enforce the Indenture or the Securities unless it receives reasonable indemnity
or security. Subject to certain limitations, Holders of a majority in principal
amount of the Securities may direct the Trustee in its exercise of any trust or
power. The Trustee may withhold from Securityholders notice of any continuing
Default or Event of Default (except a Default or Event of Default in payment of
principal or interest) if it determines that withholding notice is in their
interest.

13.      Trustee Dealings with the Issuer

                  Subject to certain limitations set forth in the Indenture, the
Trustee under the Indenture, in its individual or any other capacity, may become
the owner or pledgee of Securities and may otherwise deal with and collect
obligations owed to it by the Issuer or its Affiliates and may otherwise deal
with the Issuer or its affiliates with the same rights it would have if it were
not Trustee.

14.      No Recourse Against Others

                  An incorporator, director, officer, employee, stockholder or
controlling person, as such, of each of the Issuer, or any Hanover Guarantor
shall not have any liability for any obligations of the Issuer under the
Securities, the Indenture, the Participation Agreement or any Hanover Guarantees
or for any claim based on, in respect of or by reason of such obligations or
their creation. By accepting a Security, each Securityholder waives and releases
all such liability. The waiver and release are part of the consideration for the
issue of the Securities.

15.      Authentication

                  This Security shall not be valid until an authorized signatory
of the Trustee (or an authenticating agent acting on its behalf) manually signs
the certificate of authentication on the other side of this Security.

16.      Abbreviations

                  Customary abbreviations may be used in the name of a
Securityholder or an assignee, such as TEN COM (=tenants in common), TEN ENT
(=tenants by the entirety), JT TEN (=joint tenants with rights of survivorship
and not as tenants in common), CUST (=custodian) and U/G/M/A (=Uniform Gift to
Minors Act).

17.      CUSIP Numbers

                  Pursuant to a recommendation promulgated by the Committee on
Uniform Security Identification Procedures the Issuer has caused CUSIP numbers
to be printed on the Securities and has directed the Trustee to use CUSIP
numbers in notices of redemption as a convenience to Securityholders. No
representation is made as to the accuracy of such numbers either as printed on
the Securities or as contained in any notice of redemption and reliance may be
placed only on the other identification numbers placed thereon.



                                                                              11

18.      Governing Law

                  This Security shall be governed by, and construed in
accordance with, the laws of the State of New York.

                  The Issuer will furnish to any Securityholder upon written
request and without charge to the Securityholder a copy of the Indenture which
has in it the text of this Security in larger type. Requests may be made to:

                          Hanover Equipment Trust 2001B
                          c/o Wilmington Trust Company
                          Xxxxxx Square North
                          0000 Xxxxx Xxxxxx Xxxxxx
                          Xxxxxxxxxx, Xxxxxxxx 00000
                          Attention: Corporate Trust Administration
                          Telecopy No.: 000-000-0000

                          with a copy to:

                          Hanover Compressor Company
                          Hanover Compression Limited Partnership
                          00000 Xxxxx Xxxxxxx Xxxxxxx
                          Xxxxxxx, Xxxxx 00000
                          Attention: Chief Financial Officer



                                                                              12

                                 ASSIGNMENT FORM

                  To assign this Security, fill in the form below:

                  I or we assign and transfer this Security to
                  _______________________________________________________
                   (Print or type assignee's name, address and zip code)

                     ______________________________________________
                      (Insert assignee's soc. sec. or tax I.D. No.)

         and irrevocably appoint_______________agent to transfer this Security
         on the books of the Issuer. The agent may substitute another to act for
         him.
________________________________________________________________________________

Date:_______________________                    Your signature: ________________

Signature Guarantee:____________________________________________________________
                                (Signature must be guaranteed)

________________________________________________________________________________
Sign exactly as your name appears on the other side of this Security.

The signature(s) should be guaranteed by an eligible guarantor institution
(banks, stockbrokers, savings and loan associations and credit unions with
membership in an approved signature guarantee medallion program), pursuant to
S.E.C. Rule 17Ad-15.

In connection with any transfer or exchange of any of the Securities evidenced
by this certificate occurring prior to the date that is two years after the
later of the date of original issuance of such Securities and the last date, if
any, on which such Securities were owned by the Issuer or any Affiliate of the
Issuer, the undersigned confirms that such Securities are being:

CHECK ONE BOX BELOW:

[1]               acquired for the undersigned's own account, without transfer;
                  or

[2]               transferred to the Issuer; or

[3]               transferred pursuant to and in compliance with Rule 144A under
                  the Securities Act of 1933, as amended (the "Securities Act");
                  or

[4]               transferred pursuant to an effective registration statement
                  under the Securities Act; or

[5]               transferred pursuant to and in compliance with Regulation S
                  under the Securities Act; or



                                                                              13

[6]               transferred to an institutional "accredited investor" (as
                  defined in Rule 501(a)(l), (2), (3) or (7) under the
                  Securities Act), that has furnished to the Trustee a signed
                  letter containing certain representations and agreements (the
                  form of which letter appears as Section 2.7 of the Indenture);
                  or

[7]               transferred pursuant to another available exemption from the
                  registration requirements of the Securities Act of 1933.

Unless one of the boxes is checked, the Trustee will refuse to register any of
the Securities evidenced by this certificate in the name of any person other
than the registered Holder thereof; provided, however, that if box (5), (6) or
(7) is checked, the Trustee or the Issuer may require, prior to registering any
such transfer of the Securities, in their sole discretion, such legal opinions,
certifications and other information as the Trustee or the Issuer may reasonably
request to confirm that such transfer is being made pursuant to an exemption
from, or in a transaction not subject to, the registration requirements of the
Securities Act of 1933, such as the exemption provided by Rule 144 under such
Act.
                                                ________________________________
                                                Signature

Signature Guarantee:

_____________________________                  _________________________________
(Signature must be guaranteed)                 Signature
________________________________________________________________________________

The signature(s) should be guaranteed by an eligible guarantor institution
(banks, stockbrokers, savings and loan associations and credit unions with
membership in an approved signature guarantee medallion program), pursuant to
S.E.C. Rule 17Ad-15.

TO BE COMPLETED BY PURCHASER IF (1) OR (3) ABOVE IS CHECKED.

                  The undersigned represents and warrants that it is purchasing
this Security for its own account or an account with respect to which it
exercises sole investment discretion and that it and any such account is a
"qualified institutional buyer" within the meaning of Rule 144A under the
Securities Act of 1933, as amended, and is aware that the sale to it is being
made in reliance on Rule 144A and acknowledges that it has received such
information regarding the Issuer as the undersigned has requested pursuant to
Rule 144A or has determined not to request such information and that it is aware
that the transferor is relying upon the undersigned's foregoing representations
in order to claim the exemption from registration provided by Rule 144A.

__________________________
Dated:



                                                                              14

             SCHEDULE OF INCREASES OR DECREASES IN GLOBAL SECURITY

  The following increases or decreases in this Global Security have been made:


                                                                                              
              AMOUNT OF DECREASE IN       AMOUNT OF INCREASE IN       PRINCIPAL AMOUNT OF THIS            SIGNATURE OF AUTHORISED
DATE OF       PRINCIPAL AMOUNT OF THIS    PRINCIPAL AMOUNT OF THIS    GLOBAL SECURITY FOLLOWING SUCH      SIGNATORY OF TRUSTEE OR
EXCHANGE      GLOBAL SECURITY             GLOBAL SECURITY             DECREASE OR INCREASE                SECURITIES CUSTODIAN
---------     ------------------------    ------------------------    -------------------------------     ------------------------




                                                                              15

                       OPTION OF HOLDER TO ELECT PURCHASE

                  If you want to elect to have this Security purchased by the
Issuer pursuant to Section 3.3 or 3.4 of the Indenture, check either box:

                                      [ ]      [ ]
                                      3.3      3.4

                  If you want to elect to have only part of this Security
purchased by the Issuer pursuant to Section 3.3 or 3.4 of the Indenture, state
the amount in principal amount (must be integral multiple of $1,000): $

 Date: _____________ Your Signature_____________________________________________
                                   (Sign exactly as your name appears on the
                                    other side of the Security)

Signature Guarantee: ___________________________________________________________
                                    (Signature must be guaranteed)

The signature(s) should be guaranteed by an eligible guarantor institution
(banks, stockbrokers, savings and loan associations and credit unions with
membership in an approved signature guarantee medallion program), pursuant to
S.E.C. Rule 17Ad-15.