Exhibit 10.2
 EXECUTION VERSION
 Guaranty Agreement
 dated as of
 July 8, 2011
 made by
 EES Leasing LLC,
 EXH GP LP LLC,
 EXH MLP LP LLC
 and
 Exterran Energy Solutions, L.P.,  as Guarantors
 and
 Each of the Additional Guarantors (as Defined Herein)
 in favor of
 WELLS FARGO BANK, NATIONAL ASSOCIATION,  as Administrative Agent




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TABLE OF CONTENTS
 PageARTICLE I Definitions
    
    
    1Section 1.01 Definitions
    
    
    1Section 1.02 Rules of Interpretation
    
    
    3ARTICLE II Guarantee
    
    
    3Section 2.01 Guarantee
    
    
    3Section 2.02 Right of Contribution
    
    
    3Section 2.03 No Subrogation
    
    
    4Section 2.04 Amendments, Etc. With Respect to the Obligations
    
    
    4Section 2.05 Waivers
    
    
    4Section 2.06 Guaranty Absolute and Unconditional
    
    
    5Section 2.07 Reinstatement
    
    
    6Section 2.08 Payments
    
    
    6ARTICLE III Representations and Warranties
    
    
    7Section 3.01 Representations in Credit Agreement
    
    
    7Section 3.02 Benefit to the Guarantor
    
    
    7ARTICLE IV Covenants
    
    
    7ARTICLE V The Administrative Agent
    
    
    7Section 5.01 Authority of Administrative Agent
    
    
    7ARTICLE VI Subordination of Obligations
    
    
    8Section 6.01 Subordination of All Guarantor Claims
    
    
    8Section 6.02 Claims in Bankruptcy
    
    
    8Section 6.03 Payments Held in Trust
    
    
    8Section 6.04 Liens Subordinate
    
    
    8ARTICLE VII Miscellaneous
    
    
    9Section 7.01 Waiver
    
    
    9Section 7.02 Notices
    
    
    9Section 7.03 Amendments in Writing
    
    
    9Section 7.04 Successors and Assigns
    
    
    9Section 7.05 Survival; Revival; Reinstatement
    
    
    9Section 7.06 Counterparts; Integration; Effectiveness
    
    
    10Section 7.07 Severability
    
    
    10Section 7.08 Set-Off
    
    
    11Section 7.09 Governing Law; Submission to Jurisdiction
    
    
    11Section 7.10 Headings
    
    
    12Section 7.11 Acknowledgments
    
    
    12Section 7.12 Additional Guarantors
    
    
    13Section 7.13 Release of Guarantors
    
    
    13Section 7.14 Acceptance
    
    
    13
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ANNEX
  SCHEDULE:
  ii




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GUARANTY AGREEMENT EES Leasing EXH GP EXH
MLP EESLP Guarantors Administrative
Agent Lenders Credit Agreement Borrower
     ARTICLE I
DEFINITIONS
 Definitions
   Additional Guarantor
 Administrative Agent
 Agreement
 Bankruptcy Code
 1




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Borrower
 Collateral Agreement
 Credit Agreement
 EES Leasing
 EESLP
 EXH GP
 EXH MLP
 Guaranteed Creditors
 Guaranteed Documents
 Guaranteed Hedging Agreement
 Guaranteed Treasury Management Agreement
 Guarantor Claims
 Guarantors
 Lender
 Payment in Full
 2




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Rules of Interpretation mutatis mutandis
 ARTICLE II
GUARANTEE
 Guarantee
      Right of Contribution
 3




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No Subrogation
 Amendments, Etc. With Respect to the Obligations
 Waivers
 4




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Guaranty Absolute and Unconditional
     provided
   5




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Reinstatement
 Payments
 6




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ARTICLE III
REPRESENTATIONS AND WARRANTIES
  Representations in Credit Agreement provided
 Benefit to the Guarantor
 ARTICLE IV
COVENANTS
  ARTICLE V
THE ADMINISTRATIVE AGENT
 Authority of Administrative Agent
 7




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ARTICLE VI
SUBORDINATION OF OBLIGATIONS
 Subordination of All Guarantor Claims Guarantor Claims
 Claims in Bankruptcy
 Payments Held in Trust
 Liens Subordinate
 8




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ARTICLE VII
MISCELLANEOUS
 Waiver
 Notices provided Schedule 1
 Amendments in Writing
 Successors and Assigns provided
 Survival; Revival; Reinstatement
  9




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Counterparts; Integration; Effectiveness
  THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS EMBODY THE ENTIRE AGREEMENT AND UNDERSTANDING
AMONG THE PARTIES RELATING TO THE SUBJECT MATTER HEREOF AND THEREOF AND SUPERSEDE ANY AND ALL
PREVIOUS AGREEMENTS AND UNDERSTANDINGS, ORAL OR WRITTEN, RELATING TO THE SUBJECT MATTER HEREOF AND
THEREOF. THIS AGREEMENT AND THE LOAN DOCUMENTS REPRESENT THE FINAL AGREEMENT AMONG THE PARTIES
HERETO AND THERETO AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS OR SUBSEQUENT
ORAL AGREEMENTS OF THE PARTIES. THERE ARE NO UNWRITTEN ORAL AGREEMENTS BETWEEN THE PARTIES.
   Severability
 10




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Set-Off
 Governing Law; Submission to Jurisdiction
    11




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SCHEDULE 1
   Headings
 Acknowledgments
    12




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EACH PARTY
HERETO AGREES AND COVENANTS THAT IT WILL NOT CONTEST THE VALIDITY OR ENFORCEABILITY OF ANY
EXCULPATORY PROVISION OF THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS ON THE BASIS THAT THE PARTY
HAD NO NOTICE OR KNOWLEDGE OF SUCH PROVISION OR THAT THE PROVISION IS NOT CONSPICUOUS.
 Additional Guarantors Additional Guarantor Annex I
 Release of Guarantors
 Acceptance
 13




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GUARANTORS:
    EES LEASING LLCBy:
    /s/ J. Michael AndersonJ. Michael AndersonSenior Vice President and Chief Financial OfficerEXH GP LP LLCBy:
    /s/ Pamela JasinskiPamela JasinskiManagerEXH MLP LP LLCBy:
    /s/ Pamela JasinskiPamela JasinskiManagerEXTERRAN ENERGY SOLUTIONS, L.P.By:
    /s/ J. Michael AndersonJ. Michael AndersonSenior Vice President and Chief Financial Officer




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ADMINISTRATIVE
    
    WELLS FARGO BANK, NATIONAL ASSOCIATIONAGENT:By:
Name:
    
    /s/ Donald W. Herrick, Jr.

Donald W. Herrick, Jr.Title:
    
    Director




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Form of Assumption Agreement
 Additional
Guarantor Administrative Agent Lenders
 W I T N E S S E T H:
 Borrower Credit Agreement
 Guaranty
Agreement
    Guaranty Agreement Annex 1-A Schedule
1
 Governing Law




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[ADDITIONAL GUARANTOR]By:Name:Title:




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Notice Addresses of Guarantors