8-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC  20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934

Date of report (Date of earliest event reported):  June 29, 2004

WESTERN GAS RESOURCES, INC.

(Exact Name of Registrant as Specified in Charter)

Delaware	1-10389	84-1127613
(State of Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

1099 18th Street, Suite 1200, Denver, Colorado	80202
(Address of Principal Executive Offices)	(Zip Code)

(303) 452-5603

(Registrant’s telephone number, including area code)

(Former Name or Former Address, if Changed Since Last Report)

Item 5.  Other Events.

On June 29, 2004, Western Gas Resources, Inc. (“Western”) amended and restated its existing $300 million revolving credit facility due to mature on April 24, 2007.  Western entered into the amended and restated credit agreement with a syndicate of banks, including Bank of America, N.A. (“Bank of America”), as Administrative Agent, under which the banks have extended to Western a $400 million five-year senior unsecured revolving credit facility.  Loans made under the amended and restated credit agreement are secured by a pledge of the capital stock of Western’s significant subsidiaries, each of which has also provided a guaranty of the payments owed by Western under the amended and restated credit agreement.

Each loan bears interest at a Eurodollar rate or a base rate, as requested by Western, plus an applicable percentage based on Western’s debt to capitalization ratio.  The base rate is the higher of the Federal Funds Rate plus ½ of 1% or Bank of America’s published prime rate.  In addition, under the terms of the amended and restated credit agreement, Western pays a fee quarterly in arrears based on a percentage (between 0.20% and 0.375% depending on Western’s debt to capitalization ratio) multiplied by the daily amount that the aggregate commitments exceed borrowings under the agreement.

As of June 30, 2004, Western had $95 million in loans outstanding under the amended and restated credit agreement. All borrowings under the $300 million predecessor credit facility have been repaid with borrowings under the $400 million amended and restated credit agreement.  The remaining balance of the credit facility is available to Western for general working capital purposes.

Effective June 29, 2004, Western also amended its master shelf agreement with The Prudential Insurance Company of America to modify the financial covenants to be consistent with the terms of the amended and restated credit agreement.  On June 30, 2004, Western drew an additional $100 million under the master shelf agreement through the issuance of seven-year notes bearing interest at 5.92%.  These notes are prepayable at Western’s option by paying yield maintenance based on U.S. treasury rates plus 75 basis points.  The proceeds of these notes were used to reduce amounts outstanding under Western’s amended and restated credit agreement.

The above summary is qualified in its entirety by reference to the agreements and amendments to which the summary relates.  These agreements and amendments are attached as exhibits to this report on Form 8-K.

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Item 7.  Financial Statements, Pro Forma Financial Information and Exhibits.

(c)Exhibits.  The following exhibits are filed with this Report.

10.1Amended and Restated Credit Agreement, dated as of June 29, 2004, among Western Gas Resources, Inc., as Borrower, Bank of America, N.A., as Administrative Agent and L/C Issuer, BNP Paribas, JPMorgan Chase Bank, The Royal Bank of Scotland plc and Wachovia Bank, National Association, as Co-Syndication Agents, Union Bank of California, N.A., U.S. Bank National Association and Wells Fargo Bank, N.A., as Co-Documentation Agents, and the Other Lenders a Party Thereto.

10.2Continuing Guaranty, dated as of June 29, 2004, by MIGC, Inc., Western Gas Resources – Texas, Inc., MGTC, Inc., Mountain Gas Resources, Inc. Lance Oil & Gas Company, Inc. and Western Gas Wyoming, L.L.C. in favor of Bank of America, N.A., as Administrative Agent.

10.3Amended and Restated Pledge Agreement, dated as of June 29, 2004, by Western Gas Resources, Inc., in favor of Bank of America, N.A., as Administrative Agent.

10.4Amended and Restated Subsidiary Pledge Agreement, dated as of June 29, 2004, by MIGC, Inc., in favor of Bank of America, N.A., as Administrative Agent.

10.5Amended and Restated Intercreditor Agreement, dated as of June 29, 2004, by and among the Banks, Bank of America, N.A., as Administrative Agent for the Banks and The Prudential Insurance Company of America, Pruco Life Insurance Company, ING Life Insurance & Annuity Company, Prudential Investment Management, Inc., Pruco Life Insurance Company of New Jersey, Gibralter Life Insurance Co., Ltd., RGA Reinsurance Company, American Bankers Life Assurance Company of Florida, Inc., Fortis Benefits Insurance Company and Connecticut General Life Insurance Company, consented to agreed by Western Gas Resources, Inc. and its subsidiaries listed therein.

10.6Letter Amendment No. 2 to Third Amended and Restated Master Shelf Agreement, dated as of June 29, 2004, by and among Western Gas Resources, Inc. and The Prudential Insurance Company of America, Pruco Life Insurance

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Company, Prudential Investment Management, Inc., ING Life Insurance & Annuity Company and each Purchaser listed on the Purchaser Schedule attached Thereto.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	WESTERN GAS RESOURCES, INC.
	(Registrant)
Date:  July 1, 2004	By:	/s/  William J. Krysiak
		Name: William J. Krysiak
		Title:  Executive Vice President and Chief Financial Officer

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EXHIBIT INDEX

Exhibit No.	Description
10.1	Amended and Restated Credit Agreement, dated as of June 29, 2004, among Western Gas Resources, Inc., as Borrower, Bank of America, N.A., as Administrative Agent and L/C Issuer, BNP Paribas, JPMorgan Chase Bank, The Royal Bank of Scotland plc and Wachovia Bank, National Association, as Co-Syndication Agents, Union Bank of California, N.A., U.S. Bank National Association and Wells Fargo Bank, N.A., as Co-Documentation Agents, and the Other Lenders a Party Thereto.
10.2	Continuing Guaranty, dated as of June 29, 2004, by MIGC, Inc., Western Gas Resources – Texas, Inc., MGTC, Inc., Mountain Gas Resources, Inc. Lance Oil & Gas Company, Inc. and Western Gas Wyoming, L.L.C. in favor of Bank of America, N.A., as Administrative Agent.
10.3	Amended and Restated Pledge Agreement, dated as of June 29, 2004, by Western Gas Resources, Inc., in favor of Bank of America, N.A., as Administrative Agent.
10.4	Amended and Restated Subsidiary Pledge Agreement, dated as of June 29, 2004, by MIGC, Inc., in favor of Bank of America, N.A., as Administrative Agent.
10.5	Amended and Restated Intercreditor Agreement, dated as of June 29, 2004, by and among the Banks, Bank of America, N.A., as Administrative Agent for the Banks and The Prudential Insurance Company of America, Pruco Life Insurance Company, ING Life Insurance & Annuity Company, Prudential Investment Management, Inc., Pruco Life Insurance Company of New Jersey, Gibralter Life Insurance Co., Ltd., RGA Reinsurance Company, American Bankers Life Assurance Company of Florida, Inc., Fortis Benefits Insurance Company and Connecticut General Life Insurance Company, consented to agreed by Western Gas Resources, Inc. and its subsidiaries listed therein.
10.6	Letter Amendment No. 2 to Third Amended and Restated Master Shelf Agreement, dated as of June 29, 2004, by and among Western Gas Resources, Inc. and The Prudential Insurance Company of America, Pruco Life Insurance Company, Prudential Investment Management, Inc., ING Life Insurance & Annuity Company and each Purchaser listed on the Purchaser Schedule attached Thereto.

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EX-10.1

Exhibit 10.1

[EXECUTION]

[Published CUSIP Number:                                 ]

AMENDED AND RESTATED
CREDIT AGREEMENT

dated as of June 29, 2004

among

WESTERN GAS RESOURCES, INC.

as the Borrower

BANK OF AMERICA, N.A.

as Administrative Agent and L/C Issuer

BNP PARIBAS

JPMORGAN CHASE BANK

THE ROYAL BANK OF SCOTLAND plc

WACHOVIA BANK, NATIONAL ASSOCIATION

as Co-Syndication Agents

UNION BANK OF CALIFORNIA, N.A.

U.S. BANK NATIONAL ASSOCIATION

WELLS FARGO BANK, N.A.

as Co-Documentation Agents

AND

THE OTHER LENDERS PARTY HERETO

BANC OF AMERICA SECURITIES LLC,

as Sole Lead Arranger and Sole Book Manager

TABLE OF CONTENTS

Section
ARTICLE I. DEFINITIONS AND ACCOUNTING TERMS
1.01	Defined Terms
1.02	Other Interpretive Provisions
1.03	Accounting Terms.
1.04	Rounding
1.05	References to Agreements and Laws
1.06	Times of Day
1.07	Letter of Credit Amounts
ARTICLE II. THE COMMITMENTS AND CREDIT EXTENSIONS
2.01	Loans
2.02	Borrowings, Conversions and Continuations of Loans.
2.03	Letters of Credit.
2.04	Prepayments.
2.05	Termination or Reduction of Commitments
2.06	Repayment of Loans
2.07	Interest.
2.08	Fees
2.09	Computation of Interest and Fees
2.10	Evidence of Debt.
2.11	Payments Generally.
2.12	Sharing of Payments
2.13	Increase in Commitments.
ARTICLE III. TAXES, YIELD PROTECTION AND ILLEGALITY
3.01	Taxes.
3.02	Illegality
3.03	Inability to Determine Rates
3.04	Increased Cost and Reduced Return; Capital Adequacy; Reserves on Eurodollar Rate Loans.
3.05	Funding Losses
3.06	Matters Applicable to all Requests for Compensation.
3.07	Survival
ARTICLE IV. CONDITIONS PRECEDENT TO CREDIT EXTENSIONS
4.01	Conditions of Initial Credit Extension
4.02	Conditions to all Credit Extensions
ARTICLE V. REPRESENTATIONS AND WARRANTIES
5.01	Existence, Qualification and Power; Compliance with Laws
5.02	Authorization; No Contravention
5.03	Governmental Authorization; Other Consents
5.04	Binding Effect
5.05	Financial Statements; No Material Adverse Effect.
5.06	Litigation
5.07	No Default

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5.08	Ownership of Property; Liens
5.09	Environmental Compliance
5.10	Insurance
5.11	Taxes
5.12	ERISA Compliance.
5.13	Subsidiaries
5.14	Margin Regulations; Investment Company Act; Public Utility Holding Company Act.
5.15	Disclosure
5.16	Compliance with Laws
ARTICLE VI. AFFIRMATIVE COVENANTS
6.01	Financial Statements
6.02	Certificates; Other Information
6.03	Notices
6.04	Payment of Obligations
6.05	Preservation of Existence, Etc.
6.06	Maintenance of Properties
6.07	Maintenance of Insurance
6.08	Compliance with Laws
6.09	Books and Records
6.10	Inspection Rights
6.11	Use of Proceeds
6.12	Guaranties of Borrower’s Subsidiaries
6.13	Additional Guarantors and Stock Pledge.
ARTICLE VII. NEGATIVE COVENANTS
7.01	Liens
7.02	Investments
7.03	Indebtedness
7.04	Fundamental Changes; Issuance of Stock
7.05	Dispositions
7.06	Restricted Payments
7.07	Change in Nature of Business
7.08	Transactions with Affiliates
7.09	Burdensome Agreements
7.10	Use of Proceeds
7.11	Limitation for Net Products Exposure
7.12	Financial Covenants.
ARTICLE VIII. EVENTS OF DEFAULT AND REMEDIES
8.01	Events of Default
8.02	Remedies Upon Event of Default
8.03	Application of Funds
ARTICLE IX. ADMINISTRATIVE AGENT
9.01	Appointment and Authorization of Administrative Agent.
9.02	Delegation of Duties
9.03	Liability of Administrative Agent
9.04	Reliance by Administrative Agent.
9.05	Notice of Default
9.06	Credit Decision; Disclosure of Information by Administrative Agent
9.07	Indemnification of Administrative Agent

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9.08	Administrative Agent in its Individual Capacity
9.09	Successor Administrative Agent
9.10	Administrative Agent May File Proofs of Claim
9.11	Collateral and Guaranty Matters
9.12	Other Agents; Arrangers and Managers
ARTICLE X. MISCELLANEOUS
10.01	Amendments, Etc
10.02	Notices and Other Communications; Facsimile Copies.
10.03	No Waiver; Cumulative Remedies
10.04	Attorney Costs, Expenses and Taxes
10.05	Indemnification by the Borrower
10.06	Reimbursement by Lenders
10.07	Payments Set Aside
10.08	Successors and Assigns.
10.09	Confidentiality
10.10	Set-off
10.11	Interest Rate Limitation
10.12	Counterparts
10.13	Integration
10.14	Survival of Representations and Warranties
10.15	Severability
10.16	Tax Forms.
10.17	Replacement of Lenders
10.18	Governing Law.
10.19	Waiver of Right to Trial by Jury
10.20	ENTIRE AGREEMENT
10.21	Restatement
10.22	Return of Original Mortgage
SIGNATURES

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SCHEDULES

2.01	Commitments and Pro Rata Shares
5.05	Material Indebtedness
5.12	Erisa Compliance
5.13	Subsidiaries and Other Equity Investments
7.01	Existing Liens
7.02	Joint Ventures
7.03	Existing Indebtedness
10.02	Administrative Agent’s Office, Certain Addresses for Notices

EXHIBITS

	Form of
A	Loan Notice
B	Note
C	Compliance Certificate
D	Assignment and Assumption
E	Guaranty
F	Opinion Matters

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CREDIT AGREEMENT

This CREDIT AGREEMENT (“Agreement”) is entered into as of June 29, 2004, among WESTERN GAS RESOURCES, INC., a Delaware corporation (the “Borrower”), each lender from time to time party hereto (collectively, the “Lenders” and individually, a “Lender”), and BANK OF AMERICA, N.A., as Administrative Agent and L/C Issuer.

The Borrower entered into a Credit Agreement, dated as of April 24, 2003, among the Borrower, Bank of America, N.A., as agent, and a syndicate of lenders, as from time to time supplemented or amended (the “Existing Credit Agreement”) pursuant to which such lenders made revolving loans to the Borrower.

The Borrower has requested that the Lenders amend and restate the Existing Credit Agreement in its entirety, and the Lenders are willing to do so on the terms and conditions set forth herein.

In consideration of the mutual covenants and agreements herein contained, the parties hereto covenant and agree as follows:

ARTICLE I.
DEFINITIONS AND ACCOUNTING TERMS

1.01Defined Terms.  As used in this Agreement, the following terms shall have the meanings set forth below:

“Administrative Agent” means Bank of America in its capacity as administrative agent under any of the Loan Documents, or any successor administrative agent.

“Administrative Agent’s Office” means the Administrative Agent’s address and, as appropriate, account as set forth on Schedule 10.02, or such other address or account as the Administrative Agent may from time to time notify the Borrower and the Lenders.

“Administrative Questionnaire” means an Administrative Questionnaire in a form supplied by the Administrative Agent.

“Affiliate” means, with respect to any Person, another Person that directly, or indirectly through one or more intermediaries, Controls or is Controlled by or is under common Control with the Person specified.  “Control” means the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of a Person, whether through the ability to exercise voting power, by contract or otherwise.  “Controlling” and “Controlled” have meanings correlative thereto.  Without limiting the generality of the foregoing, a Person shall be deemed to be Controlled by another Person if such other Person possesses, directly or indirectly, power to vote 15% or more of the securities having ordinary voting power for the election of directors, managing general partners or the equivalent.

“Agent-Related Persons” means the Administrative Agent, together with its Affiliates (including, in the case of Bank of America in its capacity as the Administrative Agent, the Arranger and the L/C Issuer), and the officers, directors, employees, agents and attorneys-in-fact of such Persons and Affiliates.

“Aggregate Commitments” means as of the date hereof the Commitments of all the Lenders in the aggregate amount of $400,000,000 as increased from time to time pursuant to Section 2.13.

“Agreement” means this Credit Agreement.

“Applicable Rate” means, from time to time, the following percentages per annum for each category of Commitment Fee, Eurodollar Rate, Letters of Credit and Base Rate set forth below, respectively, based upon the Debt to Capitalization Ratio as set forth below:

Applicable Rate

	Debt to Capitalization Ratio			Eurodollar Rate +
Pricing Level		Commitment Fee		Letters of Credit		Base Rate +
1	<0.30:1	0.200	%	1.125	%	0.125	%
2	>0.30:1 <0.35:1	0.250	%	1.250	%	0.250	%
3	>0.35:1 <0.40:1	0.300	%	1.375	%	0.375	%
4	>0.40:1 <0.45:1	0.375	%	1.500	%	0.500	%
5	>0.45:1	0.375	%	1.750	%	0.750	%

Any increase or decrease in the Applicable Rate resulting from a change in the Debt to Capitalization Ratio shall become effective as of the first Business Day immediately following the date a Compliance Certificate is delivered pursuant to Section 6.02(b); provided, however, that (i) if the Borrower or a Subsidiary is making a significant acquisition or selling significant assets, the Borrower may request a decrease or increase in the Applicable Rate during a fiscal quarter and deliver to the Administrative Agent and Lenders with such request proforma financial statements in form acceptable to Administrative Agent together with a calculation of the Debt to Capitalization Ratio based upon such financial statements and if Administrative Agent determines that the Borrower’s calculation is correct, the reduced or increased Applicable Rate shall become effective on the fifth Business Day following the date on which notice thereof is given to Administrative Agent and to Lenders, and (ii) if a Compliance Certificate is not delivered when due in accordance with Section 6.02(b), then Pricing Level 5 shall apply as of the first Business Day after the date on which such Compliance Certificate was required to have been delivered.  The Applicable Rate in effect from the Closing Date through the first Business Day thereafter on which such a Compliance Certificate is received by Agent, shall be determined based upon Pricing Level 3.

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“Arranger” means Banc of America Securities LLC, in its capacity as sole lead arranger and sole book manager.

“Assignment and Assumption” means an Assignment and Assumption substantially in the form of Exhibit D.

“Attorney Costs” means and includes all reasonable fees, expenses and disbursements of external counsel.

“Attributable Indebtedness” means, on any date, (a) in respect of any capital lease of any Person, the capitalized amount thereof that would appear on a balance sheet of such Person prepared as of such date in accordance with GAAP, and (b) in respect of any operating lease of any Person, all future payments owed under the lease or any Synthetic Lease Obligation, the capitalized amount of the remaining lease payments under the relevant lease that would appear on a balance sheet of such Person prepared as of such date in accordance with GAAP if such lease were accounted for as a capital lease.

“Audited Financial Statements” means the audited consolidated balance sheet of the Borrower and its Subsidiaries for the fiscal year ended December 31, 2003, and the related consolidated statements of income or operations, shareholders’ equity and cash flows for such fiscal year of the Borrower and its Subsidiaries, including the notes thereto.

“Availability Period” means the period from and including the Closing Date to the earliest of (a) the Maturity Date, (b) the date of termination of the Aggregate Commitments pursuant to Section 2.05, and (c) the date of termination of the commitment of each Lender to make Loans and of the obligation of the of the L/C Issuer to make L/C Credit Extensions pursuant to Section 8.02.

“Bank of America” means Bank of America, N.A. and its successors.

“Base Rate” means for any day a fluctuating rate per annum equal to the higher of (a) the Federal Funds Rate plus 1/2 of 1% and (b) the rate of interest in effect for such day as publicly announced from time to time by Bank of America as its “prime rate.”  The “prime rate” is a rate set by Bank of America based upon various factors including Bank of America’s costs and desired return, general economic conditions and other factors, and is used as a reference point for pricing some loans, which may be priced at, above, or below such announced rate.  Any change in such rate announced by Bank of America shall take effect at the opening of business on the day specified in the public announcement of such change.

“Base Rate Loan” means a Loan that bears interest based on the Base Rate.

“Borrower” has the meaning specified in the introductory paragraph hereto.

“Borrowing” means a Committed Borrowing.

“Business Day” means any day other than a Saturday, Sunday or other day on which commercial banks are authorized to close under the Laws of, or are in fact closed in, the state

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where the Administrative Agent’s Office is located and, if such day relates to any Eurodollar Rate Loan, means any such day on which dealings in Dollar deposits are conducted by and between banks in the London interbank eurodollar market.

“Cash Collateralize” has the meaning specified in Section 2.03(g).

“Change of Control” means an event or series of events by which:

(a)any “person” or “group” (as such terms are used in Sections 13(d) and 14(d) of the Securities Exchange Act of 1934, but excluding any employee benefit plan of such person or its subsidiaries, and any person or entity acting in its capacity as trustee, agent or other fiduciary or administrator of any such plan) after the Closing Date becomes the “beneficial owner” (as defined in Rules 13d-3 and 13d-5 under the Securities Exchange Act of 1934, except that a person or group shall be deemed to have “beneficial ownership” of all securities that such person or group has the right to acquire (such right, an “option right”), whether such right is exercisable immediately or only after the passage of time), directly or indirectly, of 25% or more of the equity securities of the Borrower entitled to vote for members of the board of directors of the Borrower on a fully-diluted basis (and taking into account all such securities that such person or group has the right to acquire pursuant to any option right); or

(b)during any period of 24 consecutive months, a majority of the members of the board of directors of the Borrower cease to be composed of individuals (i) who were members of that board or equivalent governing body on the first day of such period, (ii) whose election or nomination to that board or equivalent governing body was approved by individuals referred to in clause (i) above constituting at the time of such election or nomination at least a majority of that board or equivalent governing body or (iii) whose election or nomination to that board or other equivalent governing body was approved by individuals referred to in clauses (i) and (ii) above constituting at the time of such election or nomination at least a majority of that board or equivalent governing body (excluding, in the case of both clause (ii) and clause (iii), any individual whose initial nomination for, or assumption of office as, a member of that board or equivalent governing body occurs as a result of an actual or threatened solicitation of proxies or consents for the election or removal of one or more directors by any person or group other than a solicitation for the election of one or more directors by or on behalf of the board of directors).

“Closing Date” means the first date all the conditions precedent in Section 4.01 are satisfied or waived in accordance with Section 4.01 (or, in the case of Section 4.01(b), waived by the Person entitled to receive the applicable payment).

“Code” means the Internal Revenue Code of 1986.

“Collateral” means all real and personal property subject to the Security Documents.

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“Commitment” means, as to each Lender, its obligation to (a) make Loans to the Borrower pursuant to Section 2.01 and (b) purchase participations in L/C Obligations, in an aggregate principal amount at any one time outstanding not to exceed the amount set forth opposite such Lender’s name on Schedule 2.01 or in the Assignment and Assumption pursuant to which such Lender becomes a party hereto, as applicable, as such amount may be adjusted from time to time in accordance with this Agreement.

“Commitment Fee” has the meaning specified in Section 2.08(a)

“Commitment Letter” means that certain agreement dated June 8, 2004, among the Borrower, Administrative Agent and Arranger.

“Committed Borrowing” means a borrowing consisting of simultaneous Loans of the same Type and, in the case of Eurodollar Rate Loans, having the same Interest Period made by each of the Lenders pursuant to Section 2.01.

“Compliance Certificate” means a certificate substantially in the form of Exhibit C.

“Consolidated EBITDA” means, for any period, EBITDA of the Borrower and its Subsidiaries for such period on a consolidated basis

“Consolidated Funded Indebtedness” means, as of any date of determination, for the Borrower and its Subsidiaries calculated on a consolidated basis, the sum of (a) the outstanding principal amount of all obligations, whether current or long-term, for borrowed money (including Obligations hereunder) and all obligations evidenced by bonds, debentures, notes, loan agreements or other similar instruments, (b) all purchase money Indebtedness (e.g., seller financings), (c) all direct obligations arising under letters of credit (including standby and commercial), bankers’ acceptances, bank guaranties, surety bonds and similar instruments, (d) all obligations in respect of the deferred purchase price of property or services (other than trade accounts payable in the ordinary course of business), (e) Attributable Indebtedness in respect of capital leases and operating leases (but only the aggregate amount thereof which at the time in question exceeds $35,000,000 excluding Obligations arising under oil and gas leases, gas compressor and gas processing plant site leases, real estate leases for office space used by the Borrower and leases for vehicles, office equipment and data processing equipment) and Synthetic Lease Obligations, (f) without duplication, all Guarantees with respect to outstanding Indebtedness of the types specified in clauses (a) through (e) above of Persons other than the Borrower or any Subsidiary, and (g) all Indebtedness of the types referred to in clauses (a) through (f) above of any partnership or joint venture (other than a joint venture that is itself a corporation or limited liability company) in which the Borrower or a Subsidiary is a general partner or joint venturer, unless such Indebtedness is expressly made non-recourse to the Borrower or such Subsidiary.

“Consolidated Interest Charges” means, for any period, Interest Charges for the Borrower and its Subsidiaries calculated on a consolidated basis.

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“Consolidated Net Income” means, for any period, Net Income for the Borrower and its Subsidiaries calculated on a consolidated basis.

“Contractual Obligation” means, as to any Person, any provision of any security issued by such Person or of any agreement or instrument to which such Person is a party or by which it or any of its property is bound.

“Control” has the meaning specified in the definition of “Affiliate.”

“CP Debt” means unsecured Indebtedness in the form of commercial paper issued by Borrower which meets the following requirements: (i) such Indebtedness has a maturity of not more than 270 days after the date of issuance thereof, (ii) the offering of such Indebtedness is not required to be registered under the Securities Act of 1933, as amended, (iii) such Indebtedness is not the subject of a Guarantee of any Loan Party, (iv) at the time Borrower incurs such Indebtedness, no Default or Event of Default shall have occurred and be continuing hereunder, and (v) the documentation evidencing such Indebtedness shall contain no terms, conditions or defaults (other than pricing and back-up availability under this Agreement) which are more favorable to the third party creditor than those contained in this Agreement are to Lenders, as determined by Required Lenders in their discretion (provided that Required Lenders shall make any such determination at the time the initial documentation covering the issuance of CP Debt is executed and delivered and each time such documentation is modified, taking into consideration any amendments or modifications to this Agreement then in effect), and shall not contain any provision which attempts to modify, amend or restrict any of the rights or remedies of Administrative Agent or Lenders hereunder or under any of the other Loan Documents.

“Credit Extension” means each of the following: (a) a Borrowing and (b) an L/C Credit Extension.

“Debt Rating” means, as of any date of determination, the rating as determined by either S&P or Moody’s (collectively, the “Debt Ratings”) of the Borrower’s Indebtedness under this Agreement.

“Debtor Relief Laws” means the Bankruptcy Code of the United States, and all other liquidation, conservatorship, bankruptcy, assignment for the benefit of creditors, moratorium, rearrangement, receivership, insolvency, reorganization, or similar debtor relief Laws of the United States or other applicable jurisdictions from time to time in effect and affecting the rights of creditors generally.

“Debt Securities” means the $50,000,000 aggregate principal amount of 7.61% Senior Notes due July 28, 2007, $25,000,000 aggregate principal amount of 9.24% Senior Notes due October 27, 2004, $25,000,000 aggregate principal amount of 6.36% Senior Notes, Series H, due January 17, 2008, $100,000,000 aggregate principal amount of 5.92% Senior Notes, Series I, due June 30, 2011, and all other senior notes from time to time hereafter issued by the Borrower pursuant to that certain Third Amended and Restated Master Shelf Agreement effective as of January 13, 2003, between the Borrower and The Prudential Insurance Company of America, Prudential Investment Management, Inc. (“Prudential”), Pruco Life Insurance Company and

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certain Prudential Affiliates, as amended, supplemented, modified and restated from time to time in an aggregate principal amount not to exceed $375,000,000, outstanding at any time.

“Debt to Capitalization Ratio” means, at the time of determination, the ratio of (a) Consolidated Funded Indebtedness to (b) the sum of the Consolidated Funded Indebtedness plus Shareholders’ Equity.

“Default” means any event or condition that constitutes an Event of Default or that, with the giving of any notice, the passage of time, or both, would be an Event of Default.

“Default Rate” means (a) when used with respect to Obligations other than Letter of Credit Fees, an interest rate equal to (i) the Base Rate plus (ii) the Applicable Rate, if any, applicable to Base Rate Loans plus (iii) 2% per annum; provided, however, that with respect to a Eurodollar Rate Loan, the Default Rate shall be an interest rate equal to the interest rate (including any Applicable Rate) otherwise applicable to such Loan plus 2% per annum, in each case to the fullest extent permitted by applicable Laws and (b) when used with respect to Letter of Credit Fees, the Applicable Rate plus 2% per annum.

“Defaulting Lender” means any Lender that, at the time of determination, (a) has failed to fund any portion of the Loans or participations in L/C Obligations required to be funded by it hereunder within one Business Day of the date required to be funded by it hereunder, (b) has otherwise failed to pay over to the Administrative Agent or any other Lender any other amount required to be paid by it hereunder within one Business Day of the date when due, unless the subject of a good faith dispute, or (c) has been deemed insolvent or become the subject of a bankruptcy or insolvency proceeding.

“Disposition” or “Dispose” means the sale, transfer, license, lease or other disposition (including any sale and leaseback transaction) of any property by any Person, including any sale, assignment, transfer or other disposal, with or without recourse, of any notes or accounts receivable or any rights and claims associated therewith.

“Dollar” and “$” mean lawful money of the United States.

“Domestic Subsidiary” means any Subsidiary that is organized under the laws of any political subdivision of the United States.

“EBITDA” means for any Person for any period, an amount equal to Consolidated Net Income of such Person for such period plus (a) the following to the extent deducted in calculating such Consolidated Net Income: (i) Interest Charges for such period, (ii) the provision for federal, state, local and foreign income taxes payable by such Person for such period, (iii) the amount of depreciation and amortization expense deducted in determining such Consolidated Net Income and (iv) other non cash items deducted in determining such Consolidated Net Income and minus (b) other non-cash items increasing such Consolidated Net Income for such period.

“Eligible Assignee” has the meaning specified in Section 10.08.

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“Environmental Laws” means any and all federal, state, local, and foreign statutes, laws, regulations, ordinances, rules, judgments, orders, decrees, permits, concessions, grants, franchises, licenses, agreements or governmental restrictions relating to pollution and the protection of the environment or the release of any materials into the environment, including those related to hazardous substances or wastes, air emissions and discharges to waste or public systems.

“Environmental Liability” means any liability, contingent or otherwise (including any liability for damages, costs of environmental remediation, fines, penalties or indemnities), of the Borrower, any other Loan Party or any of their respective Subsidiaries directly or indirectly resulting from or based upon (a) violation of any Environmental Law, (b) the generation, use, handling, transportation, storage, treatment or disposal of any Hazardous Materials, (c) exposure to any Hazardous Materials, (d) the release or threatened release of any Hazardous Materials into the environment or (e) any contract, agreement or other consensual arrangement pursuant to which liability is assumed or imposed with respect to any of the foregoing.

“ERISA” means the Employee Retirement Income Security Act of 1974, as amended.

“ERISA Affiliate” means any trade or business (whether or not incorporated) under common control with the Borrower within the meaning of Section 414(b) or (c) of the Code (and Sections 414(m) and (o) of the Code for purposes of provisions relating to Section 412 of the Code).

“ERISA Event” means (a) a Reportable Event with respect to a Pension Plan; (b) a withdrawal by the Borrower or any ERISA Affiliate from a Pension Plan subject to Section 4063 of ERISA during a plan year in which it was a substantial employer (as defined in Section 4001(a)(2) of ERISA) or a cessation of operations that is treated as such a withdrawal under Section 4062(e) of ERISA; (c) a complete or partial withdrawal by the Borrower or any ERISA Affiliate from a Multiemployer Plan or notification that a Multiemployer Plan is in reorganization; (d) the filing of a notice of intent to terminate, the treatment of a Plan amendment as a termination under Sections 4041 or 4041A of ERISA, or the commencement of proceedings by the PBGC to terminate a Pension Plan or Multiemployer Plan; or (e) the imposition of any liability under Title IV of ERISA, other than for PBGC premiums due but not delinquent under Section 4007 of ERISA, upon the Borrower or any ERISA Affiliate.

“Eurodollar Rate” means for any Interest Period with respect to any Eurodollar Rate Loan:

(a)the rate per annum equal to the rate determined by the Administrative Agent to be the offered rate that appears on the page of the Telerate screen (or any successor thereto) that displays an average British Bankers Association Interest Settlement Rate for deposits in Dollars (for delivery on the first day of such Interest Period) with a term equivalent to such Interest Period, determined as of approximately 11:00 a.m. (London time) two Business Days prior to the first day of such Interest Period, or

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(b)if the rate referenced in the preceding clause (a) does not appear on such page or service or such page or service shall not be available, the rate per annum equal to the rate determined by the Administrative Agent to be the offered rate on such other page or other service that displays an average British Bankers Association Interest Settlement Rate for deposits in Dollars (for delivery on the first day of such Interest Period) with a term equivalent to such Interest Period, determined as of approximately 11:00 a.m. (London time) two Business Days prior to the first day of such Interest Period, or

(c)if the rates referenced in the preceding clauses (a) and (b) are not available, the rate per annum determined by the Administrative Agent as the rate of interest at which deposits in Dollars for delivery on the first day of such Interest Period in same day funds in the approximate amount of the Eurodollar Rate Loan being made, continued or converted by Bank of America and with a term equivalent to such Interest Period would be offered by Bank of America’s London Branch to major banks in the London interbank eurodollar market at their request at approximately 4:00 p.m. (London time) two Business Days prior to the first day of such Interest Period.

“Eurodollar Rate Loan” means a Loan that bears interest at a rate based on the Eurodollar Rate.

“Event of Default” has the meaning specified in Section 8.01.

“Existing Credit Agreement” has the meaning specified in the preamble of this Agreement.

“Existing Letters of Credit” means those letters of credit issued by Administrative Agent under the Existing Credit Agreement prior to the date hereof that are outstanding as of the date hereof.

“Federal Funds Rate” means, for any day, the rate per annum equal to the weighted average of the rates on overnight Federal funds transactions with members of the Federal Reserve System arranged by Federal funds brokers on such day, as published by the Federal Reserve Bank of New York on the Business Day next succeeding such day; provided that (a) if such day is not a Business Day, the Federal Funds Rate for such day shall be such rate on such transactions on the next preceding Business Day as so published on the next succeeding Business Day, and (b) if no such rate is so published on such next succeeding Business Day, the Federal Funds Rate for such day shall be the average rate (rounded upward, if necessary, to a whole multiple of 1/100 of 1%) charged to Bank of America on such day on such transactions as determined by the Administrative Agent.

“Fee Letter” means the letter agreement, dated June 8, 2004, among the Borrower, the Administrative Agent and the Arranger.

“FERC” means any federal energy regulatory commission.

“Foreign Lender” has the meaning specified in Section 10.16(a)(i).

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“FRB” means the Board of Governors of the Federal Reserve System of the United States.

“GAAP” means generally accepted accounting principles in the United States set forth in the opinions and pronouncements of the Accounting Principles Board and the American Institute of Certified Public Accountants and statements and pronouncements of the Financial Accounting Standards Board or such other principles as may be approved by a significant segment of the accounting profession in the United States, that are applicable to the circumstances as of the date of determination, consistently applied.

“Governmental Authority” means any nation or government, any state or other political subdivision thereof, any agency, authority, instrumentality, regulatory body, court, administrative tribunal, central bank or other entity exercising executive, legislative, judicial, taxing, regulatory or administrative powers or functions of or pertaining to government.

“Guarantee” means, as to any Person, any (a) any obligation, contingent or otherwise, of such Person guaranteeing or having the economic effect of guaranteeing any Indebtedness or other obligation payable or performable by another Person (the “primary obligor”) in any manner, whether directly or indirectly, and including any obligation of such Person, direct or indirect, (i) to purchase or pay (or advance or supply funds for the purchase or payment of) such Indebtedness or other obligation, (ii) to purchase or lease property, securities or services for the purpose of assuring the obligee in respect of such Indebtedness or other obligation of the payment or performance of such Indebtedness or other obligation, (iii) to maintain working capital, equity capital or any other financial statement condition or liquidity or level of income or cash flow of the primary obligor so as to enable the primary obligor to pay such Indebtedness or other obligation, or (iv) entered into for the purpose of assuring in any other manner the obligee in respect of such Indebtedness or other obligation of the payment or performance thereof or to protect such obligee against loss in respect thereof (in whole or in part), or (b) any Lien (other than Permitted Liens as defined in Section 7.01) on any assets of such Person securing any Indebtedness or other obligation of any other Person, whether or not such Indebtedness or other obligation is assumed by such Person.  The amount of any Guarantee shall be deemed to be an amount equal to the stated or determinable amount of the related primary obligation, or portion thereof, in respect of which such Guarantee is made or, if not stated or determinable, the maximum reasonably anticipated liability in respect thereof as determined by the guaranteeing Person in good faith.  The term “Guarantee” as a verb has a corresponding meaning.

“Guarantors” means MIGC, MGTC, MGR, WGRT, WGW, Lance and any other Domestic Subsidiaries of the Borrower required to deliver a Guarantee of the Obligations pursuant to Section 6.12.

“Guaranty” means the Guaranty made by the Guarantors in favor of the Administrative Agent on behalf of the Lenders, substantially in the form of Exhibit E.

“Hazardous Materials” means all explosive or radioactive substances or wastes and all hazardous or toxic substances, wastes or other pollutants, including petroleum or petroleum distillates, asbestos or asbestos-containing materials, polychlorinated biphenyls, radon gas,

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infectious or medical wastes and all other substances or wastes of any nature regulated pursuant to any Environmental Law.

“Indebtedness” means, as to any Person at a particular time, without duplication, all of the following, whether or not included as indebtedness or liabilities in accordance with GAAP:

(a)all obligations of such Person for borrowed money and all obligations of such Person evidenced by bonds, debentures, notes, loan agreements or other similar instruments;

(b)all direct or contingent obligations of such Person arising under letters of credit (including standby and commercial), bankers’ acceptances, bank guaranties, surety bonds and similar instruments;

(c)net obligations of such Person under any Swap Contract;

(d)all obligations of such Person to pay the deferred purchase price of property or services (other than trade accounts payable in the ordinary course of business);

(e)indebtedness (excluding prepaid interest thereon) secured by a Lien on property owned or being purchased by such Person (including indebtedness arising under conditional sales or other title retention agreements), whether or not such indebtedness shall have been assumed by such Person or is limited in recourse;

(f)capital leases, operating leases and Synthetic Lease Obligations;

(g)all Guarantees of such Person in respect of any of the foregoing;

(h)obligations with respect to payments received in consideration of oil, gas, or other minerals yet to be acquired or produced at the time of payment (including obligations under “take-or-pay” contracts to deliver gas in return for payments already received and the undischarged balance of any production payment created by such Person or for the creation of which such Person directly or indirectly received payment); or

(i)obligations to deliver goods or services in consideration of advance payments therefor.

For all purposes hereof, the Indebtedness of any Person shall include the Indebtedness of any partnership or joint venture (other than a joint venture that is itself a corporation or limited liability company) in which such Person is a general partner or a joint venturer, unless such Indebtedness is expressly made non-recourse to such Person.  The amount of any net obligation under any Swap Contract on any date shall be deemed to be the Swap Termination Value thereof as of such date.  The remaining amount of any capital lease, operating lease or Synthetic Lease Obligation as of any date shall be deemed to be the amount of Attributable Indebtedness in respect thereof as of such date.

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“Indemnified Liabilities” has the meaning set forth in Section 10.05.

“Indemnitees” has the meaning set forth in Section 10.05.

“Initial Financial Statements” means the unaudited consolidated balance sheet of the Borrower and its Subsidiaries for the fiscal quarter ended March 31, 2004, and the related consolidated statements of income or operations, shareholders’ equity and cash flows for such fiscal quarter of the Borrower and its Subsidiaries, including the notes thereto.

“Intercreditor Agreement” means the Intercreditor Agreement of even date herewith among Administrative Agent, Lenders and Prudential Investment Management, Inc.

“Interest Charges” means for any Person for any Period, all interest accrued during such Period by such Person in connection with borrowed money (including capitalized interest) or in connection with the deferred purchase price of assets, in each case to the extent treated as interest in accordance with GAAP.

“Interest Coverage Ratio” means, as of the end of any fiscal quarter, the ratio of (a) Consolidated EBITDA for the four consecutive fiscal quarters then ended to (b) Consolidated Interest Charges for such period.  For purposes of the “Interest Coverage Ratio,” EBITDA shall be calculated excluding gains and losses on asset sales and other extraordinary items.

“Interest Payment Date” means, (a) as to any Loan other than a Base Rate Loan, the last day of each Interest Period applicable to such Loan and the Maturity Date; provided, however, that if any Interest Period for a Eurodollar Rate Loan exceeds three months, the respective dates that fall every three months after the beginning of such Interest Period shall also be Interest Payment Dates; and (b) as to any Base Rate Loan, the last Business Day of each March, June, September and December and the Maturity Date.

“Interest Period” means as to each Eurodollar Rate Loan, the period commencing on the date such Eurodollar Rate Loan is disbursed or converted to or continued as a Eurodollar Rate Loan and ending on the date one, two, three or six months thereafter, as selected by the Borrower in its Loan Notice; provided that:

(i)any Interest Period that would otherwise end on a day that is not a Business Day shall be extended to the next succeeding Business Day unless, in the case of a Eurodollar Rate Loan, such Business Day falls in another calendar month, in which case such Interest Period shall end on the next preceding Business Day;

(ii)any Interest Period that begins on the last Business Day of a calendar month (or on a day for which there is no numerically corresponding day in the calendar month at the end of such Interest Period) shall end on the last Business Day of the calendar month at the end of such Interest Period; and

(iii)no Interest Period shall extend beyond the Maturity Date.

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“Investment” means, as to any Person, any direct or indirect acquisition or investment by such Person, whether by means of (a) the purchase or other acquisition of capital stock or other securities of another Person, (b) a loan, advance or capital contribution to, Guarantee or assumption of debt of, or purchase or other acquisition of any other debt or equity participation or interest in, another Person, including any partnership or joint venture interest in such other Person, or (c) the purchase or other acquisition (in one transaction or a series of transactions) of assets of another Person that constitute a business unit.  For purposes of covenant compliance, the amount of any Investment shall be the amount actually invested, without adjustment for subsequent increases or decreases in the value of such Investment.

“IRS” means the United States Internal Revenue Service.

“Lance” means Lance Oil & Gas Company, Inc., a Delaware corporation.

“Laws” means, collectively, all international, foreign, Federal, state and local statutes, treaties, rules, regulations, ordinances, codes and administrative or judicial precedents or authorities, including by any Governmental Authority charged with the enforcement, interpretation or administration thereof, and all applicable administrative orders, licenses, authorizations and permits of, and agreements with, any Governmental Authority, in each case whether or not having the force of law.

“L/C Advance” means, with respect to each Lender, such Lender’s funding of its participation in any L/C Borrowing in accordance with its Pro Rata Share.

“L/C Borrowing” means an extension of credit resulting from a drawing under any Letter of Credit which has not been reimbursed on the date when made or refinanced as a Committed Borrowing.

“L/C Credit Extension” means, with respect to any Letter of Credit, the issuance thereof or extension of the expiry date thereof, or the renewal or increase of the amount thereof.

“L/C Issuer” means Bank of America in its capacity as issuer of Letters of Credit hereunder, or any successor issuer of Letters of Credit hereunder.

“L/C Obligations” means, as at any date of determination, the aggregate undrawn amount of all outstanding Letters of Credit plus the aggregate of all Unreimbursed Amounts, including all L/C Borrowings.

“Lender” has the meaning specified in the introductory paragraph hereto and, as the context requires, includes the L/C Issuer.

“Lending Office” means, as to any Lender, the office or offices of such Lender described as such in such Lender’s Administrative Questionnaire, or such other office or offices as a Lender may from time to time notify the Borrower and the Administrative Agent.

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“Letter of Credit” means any letter of credit issued hereunder and shall include the Existing Letters of Credit.  A Letter of Credit may be a commercial letter of credit or a standby letter of credit.

“Letter of Credit Application” means an application and agreement for the issuance or amendment of a Letter of Credit in the form from time to time in use by the L/C Issuer.

“Letter of Credit Expiration Date” means the day that is seven days prior to the Maturity Date then in effect (or, if such day is not a Business Day, the next preceding Business Day).

“Letter of Credit Sublimit” means an amount equal to $50,000,000.  The Letter of Credit Sublimit is part of, and not in addition to, the Aggregate Commitments.

“Lien” means, with respect to any property or assets, any right or interest therein of a creditor to secure Indebtedness owed to him or any other arrangement with such creditor which provides for the payment of such Indebtedness out of such property or assets or which allows him to have such Indebtedness satisfied out of such property or assets prior to the general creditors of any owner thereof, including any lien, mortgage, security interest, pledge, deposit, production payment, rights of a vendor under any title retention or conditional sale agreement or lease substantially equivalent thereto, tax lien, mechanic’s or materialman’s lien, or any other charge or encumbrance for security purposes, whether arising by law or agreement or otherwise, but excluding any right of offset which arises without agreement in the ordinary course of business.  “Lien” also means any filed financing statement, any registration of a pledge (such as with an issuer of uncertificated securities), or any other arrangement or action which would serve to perfect a Lien described in the preceding sentence, regardless of whether such financing statement is filed, such registration is made, or such arrangement or action is undertaken before or after such Lien exists.

“Loan” has the meaning specified in Section 2.01.

 “Loan Documents” means this Agreement, each Note, the Letters of Credit, the Letter of Credit Applications, the Fee Letter, the Commitment Letter, the Guaranty, the Security Documents and all other agreements, certificates, documents, instruments and writings at any time delivered in connection herewith or therewith (excluding term sheets, commitment letters, correspondence and similar documents used in the negotiation hereof and further excluding all offering memorandums prepared by Administrative Agent or its Affiliates for use in connection with the Loans).

“Loan Notice” means a notice of (a) a Committed Borrowing, (b) a conversion of Loans from one Type to the other, or (c) a continuation of Eurodollar Rate Loans, pursuant to Section 2.02(a), which, if in writing, shall be substantially in the form of Exhibit A.

“Loan Parties” means, collectively, the Borrower and each Guarantor.

“Material Adverse Effect” means (a) a material adverse change in, or a material adverse effect upon, the operations, business, properties, liabilities (actual or contingent), or financial condition of the Borrower or the Borrower and its Subsidiaries taken as a whole ,provided,

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however, that a downgrade by S&P and/or Moody’s of their respective Debt Rating shall not, in and of itself, be deemed to be a Material Adverse Effect; (b) a material impairment of the ability of any Loan Party to perform its obligations under any Loan Document to which it is a party; or (c) a material adverse effect upon the legality, validity, binding effect or enforceability against any Loan Party of any Loan Document to which it is a party.

“Material Domestic Subsidiary” means a Domestic Subsidiary that is required to execute and deliver a Guarantee pursuant to Section 6.12.

“Maturity Date” means June 29, 2009.

“MGTC” means MGTC, Inc., a Wyoming corporation.

“MGR” means Mountain Gas Resources, Inc., a Delaware corporation.

“MIGC” means MIGC, Inc., a Delaware corporation.

“Moody’s” means Moody’s Investors Service, Inc. and any successor thereto.

“Multiemployer Plan” means any employee benefit plan of the type described in Section 4001(a)(3) of ERISA, to which the Borrower or any ERISA Affiliate makes or is obligated to make contributions, or during the preceding five plan years, has made or been obligated to make contributions.

“Net Income” means, for any period, for any Person, the net income of the Borrower and its Subsidiaries for that period.

“Note” means a promissory note made by the Borrower in favor of a Lender evidencing Loans made by such Lender, substantially in the form of Exhibit B.

“Obligations” means all advances to, and debts, liabilities, obligations, covenants and duties of, any Loan Party arising under any Loan Document or otherwise with respect to any Loan or Letter of Credit, whether direct or indirect (including those acquired by assumption), absolute or contingent, due or to become due, now existing or hereafter arising and including interest and fees that accrue after the commencement by or against any Loan Party or any Affiliate thereof of any proceeding under any Debtor Relief Laws naming such Person as the debtor in such proceeding, regardless of whether such interest and fees are allowed claims in such proceeding.

“Organization Documents” means, (a) with respect to any corporation, the certificate or articles of incorporation and the bylaws (or equivalent or comparable constitutive documents with respect to any non-U.S. jurisdiction); (b) with respect to any limited liability company, the certificate or articles of formation or organization and operating agreement; and (c) with respect to any partnership, joint venture, trust or other form of business entity, the partnership, joint venture or other applicable agreement of formation or organization and any agreement, instrument, filing or notice with respect thereto filed in connection with its formation or organization with the applicable Governmental Authority in the jurisdiction of its formation or

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organization and, if applicable, any certificate or articles of formation or organization of such entity.

“Outstanding Amount” means (i) with respect to Loans, on any date, the aggregate outstanding principal amount thereof after giving effect to any borrowings and prepayments or repayments of Loans, occurring on such date; and (ii) with respect to any L/C Obligations on any date, the amount of such L/C Obligations on such date after giving effect to any L/C Credit Extension occurring on such date and any other changes in the aggregate amount of the L/C Obligations as of such date, including as a result of any reimbursements of outstanding unpaid drawings under any Letters of Credit or any reductions in the maximum amount available for drawing under Letters of Credit taking effect on such date.

“Participant” has the meaning specified in Section 10.08(d).

“PBGC” means the Pension Benefit Guaranty Corporation.

“Pension Plan” means any “employee pension benefit plan” (as such term is defined in Section 3(2) of ERISA), other than a Multiemployer Plan, that is subject to Title IV of ERISA and is sponsored or maintained by the Borrower or any ERISA Affiliate or to which the Borrower or any ERISA Affiliate contributes or has an obligation to contribute, or in the case of a multiple employer or other plan described in Section 4064(a) of ERISA, has made contributions at any time during the immediately preceding five plan years.

“Permitted Lien” has the meaning set forth in Section 7.01.

“Person” means any natural person, corporation, limited liability company, trust, joint venture, association, company, partnership, Governmental Authority or other entity.

“Plan” means any “employee benefit plan” (as such term is defined in Section 3(3) of ERISA) established by the Borrower or, with respect to any such plan that is subject to Section 412 of the Code or Title IV of ERISA, any ERISA Affiliate.

“Preferred Stock” means all issued and outstanding preferred stock of the Borrower, which has been approved in writing by Required Lenders, as the same may change from time to time.

“Pro Rata Share” means, with respect to each Lender at any time, a fraction (expressed as a percentage, carried out to the ninth decimal place), the numerator of which is the amount of the Commitment of such Lender at such time and the denominator of which is the amount of the Aggregate Commitments at such time; provided that if the commitment of each Lender to make Loans and the obligation of the L/C Issuer to make L/C Credit Extensions have been terminated pursuant to Section 8.02, then the Pro Rata Share of each Lender shall be determined based on the Pro Rata Share of such Lender immediately prior to such termination and after giving effect to any subsequent assignments made pursuant to the terms hereof.  The initial Pro Rata Share of each Lender is set forth opposite the name of such Lender on Schedule 2.01 or in the Assignment and Assumption pursuant to which such Lender becomes a party hereto, as applicable.

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“PUC Subsidiary” means any Subsidiary that is required to be regulated as a public utility under applicable Law and that is prohibited under such applicable Law from incurring a Guaranty and/or granting Liens or security interests in any Collateral, in each case without the approval of the applicable public utility commission having regulatory authority over such PUC Subsidiary or FERC.

“Register” has the meaning set forth in Section 10.08(c).

“Reportable Event” means any of the events set forth in Section 4043(c) of ERISA, other than events for which the 30 day notice period has been waived.

“Request for Credit Extension” means (a) with respect to a Borrowing, conversion or continuation of Loans, a Loan Notice and (b) with respect to an L/C Credit Extension, a Letter of Credit Application.

“Required Lenders” means, as of any date of determination, Lenders having more than 50% of the Aggregate Commitments or, if the commitment of each Lender to make Loans and the obligation of the L/C Issuer to make L/C Credit Extensions have been terminated pursuant to Section 8.02, Lenders holding in the aggregate more than 50% of the Total Outstandings (with the aggregate amount of each Lender’s risk participation and funded participation in L/C Obligations being deemed “held” by such Lender for purposes of this definition); provided that the Commitment of, and the portion of the Total Outstandings held or deemed held by, any Defaulting Lender shall be excluded for purposes of making a determination of Required Lenders.

“Responsible Officer” means (i) for all Loan Documents, including Loan Notices, the chief executive officer, president, executive vice president, chief financial officer, treasurer or assistant treasurer of a Loan Party and (ii) in addition, for Loan Notices , the treasury director or senior credit analyst of the Borrower.  Any document delivered hereunder that is signed by a Responsible Officer of a Loan Party shall be conclusively presumed to have been authorized by all necessary corporate, partnership and/or other action on the part of such Loan Party and such Responsible Officer shall be conclusively presumed to have acted on behalf of such Loan Party.

“Restricted Payment” means (i) any dividend or other distribution (whether in cash, securities or other property) with respect to any capital stock or other equity interest of the Borrower or any Subsidiary, or any payment (whether in cash, securities or other property), including any sinking fund or similar deposit, on account of the purchase, redemption, retirement, acquisition, cancellation or termination of any such capital stock or other equity interest or of any option, warrant or other right to acquire any such capital stock or other equity interest or (ii) any purchase, repurchase, defeasance or prepayment of the Debt Securities or the Subordinated Debt, excluding regularly scheduled payments of principal and interest.

“Risk Management Policy” means that certain Western Gas Resources, Inc. Market Risk Management Policy, as approved by the Board of Directors on September 20, 2002 and modified and approved by the Board of Directors on November 20, 2003, as supplemented or amended

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from time to time, a true and correct copy of which has been delivered to the Administrative Agent.

“S&P” means Standard & Poor’s Ratings Services, a division of The McGraw-Hill Companies, Inc. and any successor thereto.

“SEC” means the Securities and Exchange Commission, or any Governmental Authority succeeding to any of its principal functions.

“Security Documents” means all security agreements, deeds of trust, mortgages, chattel mortgages, pledges, guaranties, financing statements, continuation statements, extension agreements and other agreements or instruments now, heretofore, or hereafter delivered by Borrower or any Subsidiary to Administrative Agent in connection with this Agreement or any transaction contemplated hereby to secure or guarantee the payment of any part of the Obligations or the performance of the other duties and obligations of Borrower or any Subsidiary under the Loan Documents.

“Senior Debt” means all of the Obligations and all Indebtedness owing by Borrower and its Subsidiaries under the Debt Securities.

“Shareholders’ Equity” means the remainder of (i) Borrower’s Consolidated assets minus (ii) the sum of (x) Borrower’s Consolidated liabilities plus (y) all treasury stock of Borrower and its Subsidiaries plus (z) all intangible assets of Borrower and its Subsidiaries (including without limitation all patents, copyrights, licenses, franchises, goodwill, trade names and trade secrets); provided that the term “Shareholder’s Equity” shall include the book value of long-term gas contracts with producers that Borrower assumes in connection with acquisitions that are reflected on the books of Borrower as assets.

“Stock Pledge” means, collectively the pledge agreements necessary to pledge all of the equity interests in the Material Domestic Subsidiaries and 65% of the equity interests in Borrower’s foreign Subsidiaries, in form and substance acceptable to Administrative Agent.

“Subordinated Debt” means unsecured Indebtedness issued by Borrower that is subordinated by its terms to the Obligations and the Debt Securities on terms acceptable to Required Lenders and guarantees thereof by Borrower’s Subsidiaries each of which is subordinated by its terms to the Obligations and the Debt Securities on terms acceptable to Required Lenders.

“Subsidiary” of a Person means a corporation, partnership, joint venture, limited liability company or other business entity of which a majority of the shares of securities or other interests having ordinary voting power for the election of directors or other governing body (other than securities or interests having such power only by reason of the happening of a contingency) are at the time beneficially owned, or the management of which is otherwise controlled, directly, or indirectly through one or more intermediaries, or both, by such Person, provided that associations, joint ventures or other relationships (a) which are established pursuant to a standard form operating agreement or similar agreement or which are partnerships for purposes of federal

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income taxation only, (b) which are not corporations or partnerships (or subject to the Uniform Partnership Act) under applicable state law, and (c) whose businesses are limited to the exploration, development and operation of oil, gas, mineral, gas gathering or gas processing properties and interests owned directly by the parties in such associations, joint ventures or relationships, shall not be deemed to be “Subsidiaries” of such Person.  Unless otherwise specified, all references herein to a “Subsidiary” or to “Subsidiaries” shall refer to a Subsidiary or Subsidiaries of the Borrower.

“Swap Contract” means (a) any and all rate swap transactions, basis swaps, credit derivative transactions, forward rate transactions, commodity swaps, commodity options, forward commodity contracts, equity or equity index swaps or options, bond or bond price or bond index swaps or options or forward bond or forward bond price or forward bond index transactions, interest rate options, forward foreign exchange transactions, cap transactions, floor transactions, collar transactions, currency swap transactions, cross-currency rate swap transactions, currency options, spot contracts, or any other similar transactions or any combination of any of the foregoing (including any options to enter into any of the foregoing), whether or not any such transaction is governed by or subject to any master agreement, and (b) any and all transactions of any kind, and the related confirmations, which are subject to the terms and conditions of, or governed by, any form of master agreement published by the International Swaps and Derivatives Association, Inc., any International Foreign Exchange Master Agreement, or any other master agreement (any such master agreement, together with any related schedules, a “Master Agreement”), including any such obligations or liabilities under any Master Agreement.

“Swap Termination Value” means, in respect of any one or more Swap Contracts, after taking into account the effect of any legally enforceable netting agreement relating to such Swap Contracts, (a) for any date on or after the date such Swap Contracts have been closed out and termination value(s) determined in accordance therewith, such termination value(s), and (b) for any date prior to the date referenced in clause (a), the amount(s) determined as the mark-to-market value(s) for such Swap Contracts, as determined based upon one or more mid-market or other readily available quotations provided by any recognized dealer in such Swap Contracts (which may include a Lender or any Affiliate of a Lender).

“Synthetic Lease Obligation” means the monetary obligation of a Person under (a) a so-called synthetic, off-balance sheet or tax retention lease, or (b) an agreement for the use or possession of property creating obligations that do not appear on the balance sheet of such Person but which, upon the insolvency or bankruptcy of such Person, would be characterized as the indebtedness of such Person (without regard to accounting treatment), excluding with respect to this clause (ii) agreements entered into in the ordinary course of such Person’s business.

“Total Outstandings” means the aggregate Outstanding Amount of all Loans and all L/C Obligations.

“Type” means with respect to a Loan, its character as a Base Rate Loan or a Eurodollar Rate Loan.

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“Unfunded Pension Liability” means the excess of a Pension Plan’s benefit liabilities under Section 4001(a)(16) of ERISA, over the current value of that Pension Plan’s assets, determined in accordance with the assumptions used for funding the Pension Plan pursuant to Section 412 of the Code for the applicable plan year.

“United States” and “U.S.” mean the United States of America.

“Unreimbursed Amount” has the meaning set forth in Section 2.03(c)(i).

“WGRT” means Western Gas Resources - Texas, Inc., a Texas corporation and wholly-owned subsidiary of Borrower.

“WGW” means Western Gas Wyoming, L.L.C., a Wyoming limited liability company.

1.02Other Interpretive Provisions.  With reference to this Agreement and each other Loan Document, unless otherwise specified herein or in such other Loan Document:

(a)The meanings of defined terms are equally applicable to the singular and plural forms of the defined terms.

(b)(i)The words “herein,” “hereto,” “hereof” and “hereunder” and words of similar import when used in any Loan Document shall refer to such Loan Document as a whole and not to any particular provision thereof.

(ii)Article, Section, Exhibit and Schedule references are to the Loan Document in which such reference appears.

(iii)The term “including” is by way of example and not limitation.

(iv)The term “documents” includes any and all instruments, documents, agreements, certificates, notices, reports, financial statements and other writings, however evidenced, whether in physical or electronic form.

(c)In the computation of periods of time from a specified date to a later specified date, the word “from” means “from and including;” the words “to” and “until” each mean “to but excluding;” and the word “through” means “to and including.”

(d)Section headings herein and in the other Loan Documents are included for convenience of reference only and shall not affect the interpretation of this Agreement or any other Loan Document.

1.03Accounting Terms.

(a)All accounting terms not specifically or completely defined herein shall be construed in conformity with, and all financial data (including financial ratios and other financial calculations) required to be submitted pursuant to this Agreement shall be prepared in conformity with, GAAP applied on a consistent basis, as in effect from time to time, applied in a

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manner consistent with that used in preparing the Audited Financial Statements, except as otherwise specifically prescribed herein.

(b)If at any time any change in GAAP would affect the computation of any financial ratio or requirement set forth in any Loan Document, all reports and financial statements required hereunder with respect to Borrower or with respect to Borrower and its consolidated subsidiaries may be prepared in accordance with such change but, if such change is material, all calculations and determinations to be made hereunder may be made in accordance with such change only after notice of such change is given to each Lender and Required Lenders agree to such change insofar as it affects the accounting of Borrower or of Borrower and its consolidated subsidiaries.

1.04Rounding.  Any financial ratios required to be maintained by the Borrower pursuant to this Agreement shall be calculated by dividing the appropriate component by the other component, carrying the result to one place more than the number of places by which such ratio is expressed herein and rounding the result up or down to the nearest number (with a rounding-up if there is no nearest number).

1.05References to Agreements and Laws.  Unless otherwise expressly provided herein, (a) references to Organization Documents, agreements (including the Loan Documents) and other contractual instruments shall be deemed to include all subsequent amendments, restatements, extensions, supplements and other modifications thereto, but only to the extent that such amendments, restatements, extensions, supplements and other modifications are not prohibited by any Loan Document; and (b) references to any Law shall include all statutory and regulatory provisions consolidating, amending, replacing, supplementing or interpreting such Law.

1.06Times of Day.  Unless otherwise specified, all references herein to times of day shall be references to Central time (daylight or standard, as applicable).

1.07Letter of Credit Amounts.  Unless otherwise specified, all references herein to the amount of a Letter of Credit at any time shall be deemed to mean the maximum face amount of such Letter of Credit after giving effect to all increases thereof contemplated by such Letter of Credit or the Letter of Credit Application therefor, whether or not such maximum face amount is in effect at such time.

ARTICLE II.
THE COMMITMENTS AND CREDIT EXTENSIONS

2.01Loans.  Subject to the terms and conditions set forth herein, each Lender severally agrees to make loans (each such loan, a “Loan”) to the Borrower from time to time, on any Business Day during the Availability Period, in an aggregate amount not to exceed at any time outstanding the amount of such Lender’s Commitment; provided, however, that after giving effect to any Committed Borrowing, (i) the Total Outstandings shall not exceed the Aggregate Commitments, and (ii) the aggregate Outstanding Amount of the Loans of any Lender, plus such Lender’s Pro Rata Share of the Outstanding Amount of all L/C Obligations, shall not exceed

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such Lender’s Commitment.  Within the limits of each Lender’s Commitment, and subject to the other terms and conditions hereof, the Borrower may borrow under this Section 2.01, prepay under Section 2.04, and reborrow under this Section 2.01.  Loans may be Base Rate Loans or Eurodollar Rate Loans, as further provided herein.

2.02Borrowings, Conversions and Continuations of Loans.

(a)Each Committed Borrowing, each conversion of Loans from one Type to the other, and each continuation of Eurodollar Rate Loans shall be made upon the Borrower’s irrevocable notice to the Administrative Agent, which may be given by telephone.  Each such notice must be received by the Administrative Agent not later than 11:00 a.m. (i) three Business Days prior to the requested date of any Borrowing of, conversion to or continuation of Eurodollar Rate Loans or of any conversion of Eurodollar Rate Loans to Base Rate Loans, and (ii) on the requested date of any Borrowing of Base Rate Loans.  Each telephonic notice by the Borrower pursuant to this Section 2.02 must be confirmed promptly by delivery to the Administrative Agent of a written Loan Notice, appropriately completed and signed by a Responsible Officer of the Borrower.  Each Borrowing of, conversion to or continuation of Eurodollar Rate Loans shall be in a principal amount of $5,000,000 or a whole multiple of $1,000,000 in excess thereof.  Except as provided in Sections 3.02 and 3.03, each Borrowing of or conversion to Base Rate Loans shall be in a principal amount of $250,000 or a whole multiple of $100,000 in excess thereof.  Each Loan Notice (whether telephonic or written) shall specify (i) whether the Borrower is requesting a Committed Borrowing, a conversion of Loans from one Type to the other, or a continuation of Eurodollar Rate Loans, (ii) the requested date of the Borrowing, conversion or continuation, as the case may be (which shall be a Business Day), (iii) the principal amount of Loans to be borrowed, converted or continued, (iv) the Type of Loans to be borrowed or to which existing Loans are to be converted, and (v) if applicable, the duration of the Interest Period with respect thereto.  If the Borrower fails to specify a Type of Loan in a Loan Notice or if the Borrower fails to give a timely notice requesting a conversion or continuation, then the applicable Loans shall be made as, or converted to, Base Rate Loans.  Any such automatic conversion to Base Rate Loans shall be effective as of the last day of the Interest Period then in effect with respect to the applicable Eurodollar Rate Loans.  If the Borrower requests a Borrowing of, conversion to, or continuation of Eurodollar Rate Loans in any such Loan Notice, but fails to specify an Interest Period, it will be deemed to have specified an Interest Period of one month.

(b)Following receipt of a Loan Notice, the Administrative Agent shall promptly notify each Lender of the amount of its Pro Rata Share of the applicable Loans, and if no timely notice of a conversion or continuation is provided by the Borrower, the Administrative Agent shall notify each Lender of the details of any automatic conversion to Base Rate Loans described in the preceding subsection.  In the case of a Committed Borrowing, each Lender shall make the amount of its Loan available to the Administrative Agent in immediately available funds at the Administrative Agent’s Office not later than 1:00 p.m. on the Business Day specified in the applicable Loan Notice.  Upon satisfaction of the applicable conditions set forth in Section 4.02 (and, if such Borrowing is the initial Credit Extension, Section 4.01), the Administrative Agent shall make all funds so received available to the Borrower in like funds as received by the Administrative Agent either by (i) crediting the account of the Borrower on the books of Bank of

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America with the amount of such funds or (ii) wire transfer of such funds, in each case in accordance with instructions provided to (and reasonably acceptable to) the Administrative Agent by the Borrower; provided, however, that if, on the date the Loan Notice with respect to such Borrowing is given by the Borrower, there are L/C Borrowings outstanding, then the proceeds of such Borrowing shall be applied, first, to the payment in full of any such L/C Borrowings, second, to the Borrower as provided above.

(c)Except as otherwise provided herein, a Eurodollar Rate Loan may be continued or converted only on the last day of an Interest Period for such Eurodollar Rate Loan.  During the existence of a Default, no Loans may be requested as, converted to or continued as Eurodollar Rate Loans without the consent of the Required Lenders.

(d)The Administrative Agent shall promptly notify the Borrower and the Lenders of the interest rate applicable to any Interest Period for Eurodollar Rate Loans upon determination of such interest rate.  The determination of the Eurodollar Rate by the Administrative Agent shall be conclusive in the absence of manifest error.  At any time that Base Rate Loans are outstanding, the Administrative Agent shall notify the Borrower and the Lenders of any change in Bank of America’s prime rate used in determining the Base Rate promptly following the public announcement of such change.

(e)After giving effect to all Committed Borrowings, all conversions of Loans from one Type to the other, and all continuations of Loans as the same Type, there shall not be more than tenInterest Periods in effect with respect to Loans.

2.03Letters of Credit.

(a)The Letter of Credit Commitment.

(i)Subject to the terms and conditions set forth herein, (A) the L/C Issuer agrees, in reliance upon the agreements of the other Lenders set forth in this Section 2.03, (1) from time to time on any Business Day during the period from the Closing Date until the earlier of the (x) Letter of Credit Expiration Date or (y) the last day of the Availability Period, to issue Letters of Credit for the account of the Borrower or certain Subsidiaries, and to amend or renew Letters of Credit previously issued by it, in accordance with subsection (b) below, and (2) to honor drafts under the Letters of Credit; and (B) the Lenders severally agree to participate in Letters of Credit issued for the account of the Borrower; provided that the L/C Issuer shall not be obligated to make any L/C Credit Extension with respect to any Letter of Credit, and no Lender shall be obligated to participate in any Letter of Credit if as of the date of such L/C Credit Extension, (x) the Total Outstandings would exceed the Aggregate Commitments, (y) the aggregate Outstanding Amount of the Loans of any Lender, plus such Lender’s Pro Rata Share of the Outstanding Amount of all L/C Obligations, would exceed such Lender’s Commitment, or (z) the Outstanding Amount of the L/C Obligations would exceed the Letter of Credit Sublimit.  Within the foregoing limits, and subject to the terms and conditions hereof, the Borrower’s ability to obtain Letters of Credit shall be fully revolving, and accordingly the Borrower may, during the foregoing period, obtain Letters

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of Credit to replace Letters of Credit that have expired or that have been drawn upon and reimbursed.  All Existing Letters of Credit shall be deemed to have been issued pursuant hereto, and from and after the Closing Date shall be subject to and governed by the terms and conditions hereof.

(ii)The L/C Issuer shall be under no obligation to issue any Letter of Credit if:

(A)any order, judgment or decree of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain the L/C Issuer from issuing such Letter of Credit, or any Law applicable to the L/C Issuer or any request or directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over the L/C Issuer shall prohibit, or request that the L/C Issuer refrain from, the issuance of letters of credit generally or such Letter of Credit in particular or shall impose upon the L/C Issuer with respect to such Letter of Credit any restriction, reserve or capital requirement (for which the L/C Issuer is not otherwise compensated hereunder) not in effect on the Closing Date, or shall impose upon the L/C Issuer any unreimbursed loss, cost or expense which was not applicable on the Closing Date and which the L/C Issuer in good faith deems material to it;

(B)subject to Section 2.03(b)(iii), the expiry date of such requested Letter of Credit would occur more than 12 months after the date of issuance or last renewal, unless the Required Lenders have approved such expiry date;

(C)the expiry date of such requested Letter of Credit would occur after the Letter of Credit Expiration Date, unless all the Lenders have approved such expiry date;

(D)the issuance of such Letter of Credit would violate one or more policies of the L/C Issuer; or

(E)such Letter of Credit is in an initial amount less than $100,000, in the case of a commercial Letter of Credit, or $500,000, in the case of a standby Letter of Credit, or denominated in a currency other than Dollars.

(F)a default of any Lender’s obligations to fund under Section 2.03(c) exists or any Lender is at such time a Defaulting Lender hereunder, unless the L/C Issuer has entered into satisfactory arrangements with the Borrower or such Lender to eliminate the L/C Issuer’s risk with respect to such Lender.

(iii)The L/C Issuer shall be under no obligation to amend any Letter of Credit if (A) the L/C Issuer would have no obligation at such time to issue such Letter of Credit in its amended form under the terms hereof, or (B) the beneficiary of such Letter of Credit does not accept the proposed amendment to such Letter of Credit.

(b)Procedures for Issuance and Amendment of Letters of Credit; Auto-Renewal Letters of Credit.

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(i)Each Letter of Credit shall be issued or amended, as the case may be, upon the request of the Borrower delivered to the L/C Issuer (with a copy to the Administrative Agent) in the form of a Letter of Credit Application, appropriately completed and signed by a Responsible Officer of the Borrower.  Such Letter of Credit Application must be received by the L/C Issuer and the Administrative Agent not later than 11:00 a.m. at least two Business Days (or such later date and time as the L/C Issuer may agree in a particular instance in its sole discretion) prior to the proposed issuance date or date of amendment, as the case may be.  In the case of a request for an initial issuance of a Letter of Credit, such Letter of Credit Application shall specify in form and detail satisfactory to the L/C Issuer: (A) the proposed issuance date of the requested Letter of Credit (which shall be a Business Day); (B) the amount thereof; (C) the expiry date thereof; (D) the name and address of the beneficiary thereof; (E) the documents to be presented by such beneficiary in case of any drawing thereunder; (F) the full text of any certificate to be presented by such beneficiary in case of any drawing thereunder; and (G) such other matters as the L/C Issuer may require.  In the case of a request for an amendment of any outstanding Letter of Credit, such Letter of Credit Application shall specify in form and detail satisfactory to the L/C Issuer (A) the Letter of Credit to be amended; (B) the proposed date of amendment thereof (which shall be a Business Day); (C) the nature of the proposed amendment; and (D) such other matters as the L/C Issuer may require.

(ii)Promptly after receipt of any Letter of Credit Application, the L/C Issuer will confirm with the Administrative Agent (by telephone or in writing) that the Administrative Agent has received a copy of such Letter of Credit Application from the Borrower and, if not, the L/C Issuer will provide the Administrative Agent with a copy thereof.  Upon receipt by the L/C Issuer of confirmation from the Administrative Agent that the requested issuance or amendment is permitted in accordance with the terms hereof, then, subject to the terms and conditions hereof, the L/C Issuer shall, on the requested date, issue a Letter of Credit for the account of the Borrower or enter into the applicable amendment, as the case may be, in each case in accordance with the L/C Issuer’s usual and customary business practices.  Immediately upon the issuance of each Letter of Credit, each Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the L/C Issuer a risk participation in such Letter of Credit in an amount equal to the product of such Lender’s Pro Rata Share times the amount of such Letter of Credit.

(iii)If the Borrower so requests in any applicable Letter of Credit Application, the L/C Issuer may, in its sole and absolute discretion, agree to issue a Letter of Credit that has automatic renewal provisions (each, an “Auto-Renewal Letter of Credit”); provided that any such Auto-Renewal Letter of Credit must permit the L/C Issuer to prevent any such renewal at least once in each twelve-month period (commencing with the date of issuance of such Letter of Credit) by giving prior notice to the beneficiary thereof not later than a day (the “Nonrenewal Notice Date”) in each such twelve-month period to be agreed upon at the time such Letter of Credit is issued.  Unless otherwise directed by the L/C Issuer, the Borrower shall not be required to make a specific request to the L/C Issuer for any such renewal.  Once an Auto-Renewal Letter of Credit has been issued, the Lenders shall be deemed to have authorized (but may not require) the L/C

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Issuer to permit the renewal of such Letter of Credit at any time prior to an expiry date not later than the Letter of Credit Expiration Date; provided, however, that the L/C Issuer shall not permit any such renewal if (A) the L/C Issuer has determined that it would have no obligation at such time to issue such Letter of Credit in its renewed form under the terms hereof (by reason of the provisions of Section 2.04(a) or otherwise), or (B) it has received notice (which may be by telephone or in writing) on or before the day that is two Business Days before the Nonrenewal Notice Date (1) from the Administrative Agent that the Required Lenders have elected not to permit such renewal or (2) from the Administrative Agent, any Lender or the Borrower that one or more of the applicable conditions specified in Section 4.02 is not then satisfied.

(iv)Promptly after its delivery of any Letter of Credit or any amendment to a Letter of Credit to an advising bank with respect thereto or to the beneficiary thereof, the L/C Issuer will also deliver to the Borrower and the Administrative Agent a true and complete copy of such Letter of Credit or amendment.

(c)Drawings and Reimbursements; Funding of Participations.

(i)Upon receipt from the beneficiary of any Letter of Credit of any notice of a drawing under such Letter of Credit, the L/C Issuer shall notify the Borrower and the Administrative Agent thereof.  Not later than 11:00 a.m. on the date of any payment by the L/C Issuer under a Letter of Credit (each such date, an “Honor Date”), the Borrower shall reimburse the L/C Issuer through the Administrative Agent in an amount equal to the amount of such drawing.  If the Borrower fails to so reimburse the L/C Issuer by such time, the Administrative Agent shall promptly notify each Lender of the Honor Date, the amount of the unreimbursed drawing (the “Unreimbursed Amount”), and the amount of such Lender’s Pro Rata Share thereof.  In such event, the Borrower shall be deemed to have requested a Committed Borrowing of Base Rate Loans to be disbursed on the Honor Date in an amount equal to the Unreimbursed Amount, without regard to the minimum and multiples specified in Section 2.02 for the principal amount of Base Rate Loans, but subject to the amount of the unutilized portion of the Aggregate Commitments and the conditions set forth in Section 4.02 (other than the delivery of a Loan Notice).  Any notice given by the L/C Issuer or the Administrative Agent pursuant to this Section 2.03(c)(i) may be given by telephone if immediately confirmed in writing; provided that the lack of such an immediate confirmation shall not affect the conclusiveness or binding effect of such notice.

(ii)Each Lender (including the Lender acting as L/C Issuer) shall upon any notice pursuant to Section 2.03(c)(i) make funds available to the Administrative Agent for the account of the L/C Issuer at the Administrative Agent’s Office in an amount equal to its Pro Rata Share of the Unreimbursed Amount not later than 1:00 p.m. on the Business Day specified in such notice by the Administrative Agent, whereupon, subject to the provisions of Section 2.03(c)(iii), each Lender that so makes funds available shall be deemed to have made a Base Rate Loan to the Borrower in such amount.  The Administrative Agent shall remit the funds so received to the L/C Issuer.

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(iii)With respect to any Unreimbursed Amount that is not fully refinanced by a Committed Borrowing of Base Rate Loans because the conditions set forth in Section 4.02 cannot be satisfied or for any other reason, the Borrower shall be deemed to have incurred from the L/C Issuer an L/C Borrowing in the amount of the Unreimbursed Amount that is not so refinanced, which L/C Borrowing shall be due and payable on demand (together with interest) and shall bear interest at the Default Rate.  In such event, each Lender’s payment to the Administrative Agent for the account of the L/C Issuer pursuant to Section 2.03(c)(ii) shall be deemed payment in respect of its participation in such L/C Borrowing and shall constitute an L/C Advance from such Lender in satisfaction of its participation obligation under this Section 2.03.

(iv)Until each Lender funds its Loan or L/C Advance pursuant to this Section 2.03(c) to reimburse the L/C Issuer for any amount drawn under any Letter of Credit, interest in respect of such Lender’s Pro Rata Share of such amount shall be solely for the account of the L/C Issuer.

(v)Each Lender’s obligation to make Loans or L/C Advances to reimburse the L/C Issuer for amounts drawn under Letters of Credit, as contemplated by this Section 2.03(c), shall be absolute and unconditional and shall not be affected by any circumstance, including (A) any set-off, counterclaim, recoupment, defense or other right which such Lender may have against the L/C Issuer, the Borrower or any other Person for any reason whatsoever; (B) the occurrence or continuance of a Default, or (C) any other occurrence, event or condition, whether or not similar to any of the foregoing; provided, however, that each Lender’s obligation to make Loans pursuant to this Section 2.03(c) is subject to the conditions set forth in Section 4.02 (other than delivery by the Borrower of a Loan Notice).  No such making of an L/C Advance shall relieve or otherwise impair the obligation of the Borrower to reimburse the L/C Issuer for the amount of any payment made by the L/C Issuer under any Letter of Credit, together with interest as provided herein.

(vi)If any Lender fails to make available to the Administrative Agent for the account of the L/C Issuer any amount required to be paid by such Lender pursuant to the foregoing provisions of this Section 2.03(c) by the time specified in Section 2.03(c)(ii), the L/C Issuer shall be entitled to recover from such Lender (acting through the Administrative Agent), on demand, such amount with interest thereon for the period from the date such payment is required to the date on which such payment is immediately available to the L/C Issuer at a rate per annum equal to the Federal Funds Rate from time to time in effect.  A certificate of the L/C Issuer submitted to any Lender (through the Administrative Agent) with respect to any amounts owing under this clause (vi) shall be conclusive absent manifest error.

(d)Repayment of Participations.

(i)At any time after the L/C Issuer has made a payment under any Letter of Credit and has received from any Lender such Lender’s L/C Advance in respect of such payment in accordance with Section 2.03(c), if the Administrative Agent receives for the

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account of the L/C Issuer any payment in respect of the related Unreimbursed Amount or interest thereon (whether directly from the Borrower or otherwise, including proceeds of Cash Collateral applied thereto by the Administrative Agent), the Administrative Agent will distribute to such Lender its Pro Rata Share thereof (appropriately adjusted, in the case of interest payments, to reflect the period of time during which such Lender’s L/C Advance was outstanding) in the same funds as those received by the Administrative Agent.

(ii)If any payment received by the Administrative Agent for the account of the L/C Issuer pursuant to Section 2.03(c)(i) is required to be returned under any of the circumstances described in Section 10.06 (including pursuant to any settlement entered into by the L/C Issuer in its discretion), each Lender shall pay to the Administrative Agent for the account of the L/C Issuer its Pro Rata Share thereof on demand of the Administrative Agent, plus interest thereon from the date of such demand to the date such amount is returned by such Lender, at a rate per annum equal to the Federal Funds Rate from time to time in effect.

(e)Obligations Absolute.  The obligation of the Borrower to reimburse the L/C Issuer for each drawing under each Letter of Credit and to repay each L/C Borrowing shall be absolute, unconditional and irrevocable, and shall be paid strictly in accordance with the terms of this Agreement under all circumstances, including the following:

(i)any lack of validity or enforceability of such Letter of Credit, this Agreement, or any other agreement or instrument relating thereto;

(ii)the existence of any claim, counterclaim, set-off, defense or other right that the Borrower may have at any time against any beneficiary or any transferee of such Letter of Credit (or any Person for whom any such beneficiary or any such transferee may be acting), the L/C Issuer or any other Person, whether in connection with this Agreement, the transactions contemplated hereby or by such Letter of Credit or any agreement or instrument relating thereto, or any unrelated transaction;

(iii)any draft, demand, certificate or other document presented under such Letter of Credit proving to be forged, fraudulent, invalid or insufficient in any respect or any statement therein being untrue or inaccurate in any respect; or any loss or delay in the transmission or otherwise of any document required in order to make a drawing under such Letter of Credit;

(iv)any payment by the L/C Issuer under such Letter of Credit against presentation of a draft or certificate that does not strictly comply with the terms of such Letter of Credit; or any payment made by the L/C Issuer under such Letter of Credit to any Person purporting to be a trustee in bankruptcy, debtor-in-possession, assignee for the benefit of creditors, liquidator, receiver or other representative of or successor to any beneficiary or any transferee of such Letter of Credit, including any arising in connection with any proceeding under any Debtor Relief Law; or

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(v)any other circumstance or happening whatsoever, whether or not similar to any of the foregoing, including any other circumstance that might otherwise constitute a defense available to, or a discharge of, the Borrower.

The Borrower shall promptly examine a copy of each Letter of Credit and each amendment thereto that is delivered to it and, in the event of any claim of noncompliance with the Borrower’s instructions or other irregularity, the Borrower will immediately notify the L/C Issuer.  The Borrower shall be conclusively deemed to have waived any such claim against the L/C Issuer and its correspondents unless such notice is given as aforesaid.

(f)Role of L/C Issuer.  Each Lender and the Borrower agree that, in paying any drawing under a Letter of Credit, the L/C Issuer shall not have any responsibility to obtain any document (other than any sight draft, certificates and documents expressly required by the Letter of Credit) or to ascertain or inquire as to the validity or accuracy of any such document or the authority of the Person executing or delivering any such document.  None of the L/C Issuer, any Agent-Related Person nor any of the respective correspondents, participants or assignees of the L/C Issuer shall be liable to any Lender for (i) any action taken or omitted in connection herewith at the request or with the approval of the Lenders or the Required Lenders, as applicable; (ii) any action taken or omitted in the absence of gross negligence or willful misconduct; or (iii) the due execution, effectiveness, validity or enforceability of any document or instrument related to any Letter of Credit or Letter of Credit Application.  The Borrower hereby assumes all risks of the acts or omissions of any beneficiary or transferee with respect to its use of any Letter of Credit; provided, however, that this assumption is not intended to, and shall not, preclude the Borrower’s pursuing such rights and remedies as it may have against the beneficiary or transferee at law or under any other agreement.  None of the L/C Issuer, any Agent-Related Person, nor any of the respective correspondents, participants or assignees of the L/C Issuer, shall be liable or responsible for any of the matters described in clauses (i) through (v) of Section 2.03(e); provided, however, that anything in such clauses to the contrary notwithstanding, the Borrower may have a claim against the L/C Issuer, and the L/C Issuer may be liable to the Borrower, to the extent, but only to the extent, of any direct, as opposed to consequential or exemplary, damages suffered by the Borrower which the Borrower proves were caused by the L/C Issuer’s willful misconduct or gross negligence or the L/C Issuer’s willful failure to pay under any Letter of Credit after the presentation to it by the beneficiary of a sight draft and certificate(s) strictly complying with the terms and conditions of a Letter of Credit.  In furtherance and not in limitation of the foregoing, the L/C Issuer may accept documents that appear on their face to be in order, without responsibility for further investigation, regardless of any notice or information to the contrary, and the L/C Issuer shall not be responsible for the validity or sufficiency of any instrument transferring or assigning or purporting to transfer or assign a Letter of Credit or the rights or benefits thereunder or proceeds thereof, in whole or in part, which may prove to be invalid or ineffective for any reason.

(g)Cash Collateral.  Upon the request of the Administrative Agent, (i) if the L/C Issuer has honored any full or partial drawing request under any Letter of Credit and such drawing has resulted in an L/C Borrowing, or (ii) if, as of the Letter of Credit Expiration Date, any Letter of Credit may for any reason remain outstanding and partially or wholly undrawn, the Borrower shall immediately Cash Collateralize the then Outstanding Amount of all L/C

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Obligations (in an amount equal to such Outstanding Amount determined as of the date of such L/C Borrowing or the Letter of Credit Expiration Date, as the case may be).  For purposes hereof, “Cash Collateralize” means to pledge and deposit with or deliver to the Administrative Agent, for the benefit of the L/C Issuer and the Lenders, as collateral for the L/C Obligations, cash or deposit account balances pursuant to documentation in form and substance satisfactory to the Administrative Agent and the L/C Issuer (which documents are hereby consented to by the Lenders).  Derivatives of such term have corresponding meanings.  The Borrower hereby grants to the Administrative Agent, for the benefit of the L/C Issuer and the Lenders, a security interest in all such cash, deposit accounts and all balances therein and all proceeds of the foregoing.  Cash collateral shall be maintained in blocked, non-interest bearing deposit accounts by Administrative Agent.

(h)Applicability of ISP98 and UCP.  Unless otherwise expressly agreed by the L/C Issuer and the Borrower when a Letter of Credit is issued (including any such agreement applicable to an Existing Letter of Credit), (i) the rules of the “International Standby Practices 1998” published by the Institute of International Banking Law & Practice (or such later version thereof as may be in effect at the time of issuance) shall apply to each standby Letter of Credit, and (ii) the rules of the Uniform Customs and Practice for Documentary Credits, as most recently published by the International Chamber of Commerce (the “ICC”) at the time of issuance (including the ICC decision published by the Commission on Banking Technique and Practice on April 6, 1998 regarding the European single currency (euro)) shall apply to each commercial Letter of Credit.

(i)Letter of Credit Fees.  The Borrower shall pay to the Administrative Agent for the account of each Lender in accordance with its Pro Rata Share a Letter of Credit fee for each Letter of Credit equal to the Applicable Rate for Letters of Credit times the daily maximum amount available to be drawn under such Letter of Credit (whether or not such maximum amount is then in effect under such Letter of Credit).  Such letter of credit fees shall be computed on a quarterly basis in arrears.  Such letter of credit fees shall be due and payable on the first Business Day after the end of each March, June, September and December, commencing with the first such date to occur after the issuance of such Letter of Credit, on the Letter of Credit Expiration Date and thereafter on demand.  If there is any change in the Applicable Rate during any quarter, the daily maximum amount of each Letter of Credit shall be computed and multiplied by the Applicable Rate separately for each period during such quarter that such Applicable Rate was in effect.  Notwithstanding anything to the contrary contained herein, upon the request of the Required Lenders, while any Event of Default exists, all Letter of Credit fees shall accrue at the Default Rate.

(j)Fronting Fee and Documentary and Processing Charges Payable to L/C Issuer.  The Borrower shall pay directly to the L/C Issuer for its own account a fronting fee with respect to each Letter of Credit at a rate equal to one-eighth of one percent per annum in each case times the actual daily maximum amount available to be drawn under each Letter of Credit, which such fee shall be due and payable on the first Business Day of each March, June, September and December, commencing with the first such date to occur after the issuance of such Letter of Credit and on the Letter of Credit Expiration Date.  In addition, the Borrower shall pay directly to the L/C Issuer for its own account reasonable customary issuance, presentation, amendment

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and other processing fees, and other standard costs and charges, of the L/C Issuer relating to letters of credit as from time to time in effect.  Such reasonable customary fees and standard costs and charges are due and payable on demand and are nonrefundable.

(k)Conflict with Letter of Credit Application.  In the event of any conflict between the terms hereof and the terms of any Letter of Credit Application, the terms hereof shall control.

2.04Prepayments.

(a)The Borrower may, upon notice to the Administrative Agent, at any time or from time to time voluntarily prepay Loans in whole or in part without premium or penalty; provided that (i) such notice must be received by the Administrative Agent not later than 11:00 a.m. (A) three Business Days prior to any date of prepayment of Eurodollar Rate Loans and (B) on the date of prepayment of Base Rate Loans; (ii) any prepayment of Eurodollar Rate Loans shall be in a principal amount of $5,000,000 or a whole multiple of $1,000,000 in excess thereof; and (iii) any prepayment of Base Rate Loans shall be in a principal amount of $250,000 or a whole multiple of $100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding.  Each such notice shall specify the date and amount of such prepayment and the Type(s) of Loans to be prepaid.  The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender’s Pro Rata Share of such prepayment.  If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein.  Any prepayment of a Eurodollar Rate Loan shall be accompanied by all accrued interest thereon, together with any additional amounts required pursuant to Section 3.05.  Each such prepayment shall be applied to the Loans of the Lenders in accordance with their respective Pro Rata Shares.

(b)If for any reason the Total Outstandings at any time exceed the Aggregate Commitments then in effect, the Borrower shall immediately prepay Loans and/or Cash Collateralize the L/C Obligations in an aggregate amount equal to such excess; provided, however, that the Borrower shall not be required to Cash Collateralize the L/C Obligations pursuant to this Section 2.04(b) unless after the prepayment in full of the Loans the Total Outstandings exceed the Aggregate Commitments then in effect.

2.05Termination or Reduction of Commitments.  The Borrower may, upon notice to the Administrative Agent, terminate the Aggregate Commitments, or from time to time permanently reduce the Aggregate Commitments; provided that (i) any such notice shall be received by the Administrative Agent not later than 11:00 a.m. five Business Days prior to the date of termination or reduction, (ii) any such partial reduction shall be in an aggregate amount of $10,000,000 or any whole multiple of $1,000,000 in excess thereof, (iii) the Borrower shall not terminate or reduce the Aggregate Commitments if, after giving effect thereto and to any concurrent prepayments hereunder, the Total Outstandings would exceed the Aggregate Commitments, and (iv) if, after giving effect to any reduction of the Aggregate Commitments, the Letter of Credit Sublimit exceeds the amount of the Aggregate Commitments, such Sublimit shall be automatically reduced by the amount of such excess.  The Administrative Agent will promptly notify the Lenders of any such notice of termination or reduction of the Aggregate

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Commitments.  Any reduction of the Aggregate Commitments shall be applied to the Commitment of each Lender according to its Pro Rata Share.  All Commitment Fees accrued until the effective date of any termination of the Aggregate Commitments shall be paid on the effective date of such termination.

2.06Repayment of Loans.  The Borrower shall repay to the Lenders on the Maturity Date the aggregate principal amount of Loans outstanding on such date.

2.07Interest.

(a)Subject to the provisions of subsection (b) below, (i) each Eurodollar Rate Loan shall bear interest on the outstanding principal amount thereof for each Interest Period at a rate per annum equal to the Eurodollar Rate for such Interest Period plus the Applicable Rate for Eurodollar Loans and (ii) each Base Rate Loan shall bear interest on the outstanding principal amount thereof from the applicable borrowing date at a rate per annum equal to the Base Rate plus the Applicable Rate for Base Rate Loans.

(b)If any amount payable by the Borrower under any Loan Document is not paid when due (without regard to any applicable grace periods), whether at stated maturity, by acceleration or otherwise, such amount shall thereafter bear interest at a fluctuating interest rate per annum at all times equal to the Default Rate to the fullest extent permitted by applicable Laws.  Furthermore,while any Event of Default exists, the Borrower shall pay interest on the principal amount of all outstanding Obligations hereunder at a fluctuating interest rate per annum at all times equal to the Default Rate to the fullest extent permitted by applicable Laws.  Accrued and unpaid interest on past due amounts (including interest on past due interest) shall be due and payable upon demand.

(c)Interest on each Loan shall be due and payable in arrears on each Interest Payment Date applicable thereto and at such other times as may be specified herein.  Interest hereunder shall be due and payable in accordance with the terms hereof before and after judgment, and before and after the commencement of any proceeding under any Debtor Relief Law.

2.08Fees.  In addition to certain fees described in subsections (i) and (j) of Section 2.03:

(a)Commitment Fee.  The Borrower shall pay to the Administrative Agent for the account of each Lender in accordance with its Pro Rata Share, a commitment fee (the “Commitment Fee”) equal to the Applicable Rate for the Commitment Fee times the actual daily amount by which the Aggregate Commitments exceed the sum of (i) the Outstanding Amount of Loans and (ii) the Outstanding Amount of L/C Obligations.  The Commitment Fee shall accrue at all times during the Availability Period, including at any time during which one or more of the conditions in Article IV is not met, and shall be due and payable quarterly in arrears on the last Business Day of each March, June, September and December, commencing with the first such date to occur after the Closing Date, and on the Maturity Date.  The Commitment Fee shall be calculated quarterly in arrears, and if there is any change in the Applicable Rate for the

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Commitment Fee during any quarter, the actual daily amount shall be computed and multiplied by the Applicable Rate for the Commitment Fee separately for each period during such quarter that such Applicable Rate for the Commitment Fee was in effect.

(b)Other Fees.  The Borrower shall pay to the Arranger and the Administrative Agent for their own respective accounts fees in the amounts and at the times specified in the Fee Letter.  Such fees shall be fully earned when paid and shall not be refundable for any reason whatsoever.

2.09Computation of Interest and Fees.  All computations of interest for Base Rate Loans when the Base Rate is determined by Bank of America’s “prime rate” shall be made on the basis of a year of 365 or 366 days, as the case may be, and actual days elapsed.  All other computations of fees and interest shall be made on the basis of a 360-day year and actual days elapsed (which results in more fees or interest, as applicable, being paid than if computed on the basis of a 365-day year).  Interest shall accrue on each Loan for the day on which the Loan is made, and shall not accrue on a Loan, or any portion thereof, for the day on which the Loan or such portion is paid, provided that any Loan that is repaid on the same day on which it is made shall, subject to Section 2.13(a), bear interest for one day.

2.10Evidence of Debt.

(a)The Credit Extensions made by each Lender shall be evidenced by one or more accounts or records maintained by such Lender and by the Administrative Agent in the ordinary course of business.  The accounts or records maintained by the Administrative Agent and each Lender shall be conclusive absent manifest error of the amount of the Credit Extensions made by the Lenders to the Borrower and the interest and payments thereon.  Any failure to so record or any error in doing so shall not, however, limit or otherwise affect the obligation of the Borrower hereunder to pay any amount owing with respect to the Obligations.  In the event of any conflict between the accounts and records maintained by any Lender and the accounts and records of the Administrative Agent in respect of such matters, the accounts and records of the Administrative Agent shall control in the absence of manifest error.  Upon the request of any Lender made through the Administrative Agent, the Borrower shall execute and deliver to such Lender (through the Administrative Agent) a Note, which shall evidence such Lender’s Loans in addition to such accounts or records.  Each Lender may attach schedules to its Note and endorse thereon the date, Type (if applicable), amount and maturity of its Loans and payments with respect thereto.

(b)In addition to the accounts and records referred to in subsection (a), each Lender and the Administrative Agent shall maintain in accordance with its usual practice accounts or records evidencing the purchases and sales by such Lender of participations in Letters of Credit.  In the event of any conflict between the accounts and records maintained by the Administrative Agent and the accounts and records of any Lender in respect of such matters, the accounts and records of the Administrative Agent shall control in the absence of manifest error.

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2.11Payments Generally.

(a)All payments to be made by the Borrower shall be made without condition or deduction for any counterclaim, defense, recoupment or setoff.  Except as otherwise expressly provided herein, all payments by the Borrower hereunder shall be made to the Administrative Agent, for the account of the respective Lenders to which such payment is owed, at the Administrative Agent’s Office in Dollars and in immediately available funds not later than 2:00 p.m. on the date specified herein.  The Administrative Agent will promptly distribute to each Lender its Pro Rata Share (or other applicable share as provided herein) of such payment in like funds as received by wire transfer to such Lender’s Lending Office.  All payments received by the Administrative Agent after 2:00 p.m. shall be deemed received on the next succeeding Business Day and any applicable interest or fee shall continue to accrue.

(b)If any payment to be made by the Borrower shall come due on a day other than a Business Day, payment shall be made on the next following Business Day, and such extension of time shall be reflected in computing interest or fees, as the case may be.

(c)Unless the Borrower or any Lender has notified the Administrative Agent, prior to the date any payment is required to be made by it to the Administrative Agent hereunder, that the Borrower or such Lender, as the case may be, will not make such payment, the Administrative Agent may assume that the Borrower or such Lender, as the case may be, has timely made such payment and may (but shall not be so required to), in reliance thereon, make available a corresponding amount to the Person entitled thereto.  If and to the extent that such payment was not in fact made to the Administrative Agent in immediately available funds, then:

(i)if the Borrower failed to make such payment, each Lender shall forthwith on demand repay to the Administrative Agent the portion of such assumed payment that was made available to such Lender in immediately available funds, together with interest thereon in respect of each day from and including the date such amount was made available by the Administrative Agent to such Lender to the date such amount is repaid to the Administrative Agent in immediately available funds at the Federal Funds Rate from time to time in effect; and

(ii)if any Lender failed to make such payment, such Lender shall forthwith on demand pay to the Administrative Agent the amount thereof in immediately available funds, together with interest thereon for the period from the date such amount was made available by the Administrative Agent to the Borrower to the date such amount is recovered by the Administrative Agent (the “Compensation Period”) at a rate per annum equal to the Federal Funds Rate from time to time in effect.  If such Lender pays such amount to the Administrative Agent, then such amount shall constitute such Lender’s Loan included in the applicable Borrowing.  If such Lender does not pay such amount forthwith upon the Administrative Agent’s demand therefor, the Administrative Agent may make a demand therefor upon the Borrower, and the Borrower shall pay such amount to the Administrative Agent, together with interest thereon for the Compensation Period at a rate per annum equal to the rate of interest applicable to the applicable Borrowing.  Nothing herein shall be deemed to relieve any Lender from its obligation to

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fulfill its Commitment or to prejudice any rights which the Administrative Agent or the Borrower may have against any Lender as a result of any default by such Lender hereunder.

A notice of the Administrative Agent to any Lender or the Borrower with respect to any amount owing under this subsection (c) shall be conclusive, absent manifest error.

(d)If any Lender makes available to the Administrative Agent funds for any Loan to be made by such Lender as provided in the foregoing provisions of this Article II, and such funds are not made available to the Borrower by the Administrative Agent because the conditions to the applicable Credit Extension set forth in Article IV are not satisfied or waived in accordance with the terms hereof, the Administrative Agent shall return such funds (in like funds as received from such Lender) to such Lender, without interest.

(e)The obligations of the Lenders hereunder to make Loans and to fund participations in Letters of Credit are several and not joint.  The failure of any Lender to make any Loan or to fund any such participation on any date required hereunder shall not relieve any other Lender of its corresponding obligation to do so on such date, and no Lender shall be responsible for the failure of any other Lender to so make its Loan or purchase its participation.

(f)Nothing herein shall be deemed to obligate any Lender to obtain the funds for any Loan in any particular place or manner or to constitute a representation by any Lender that it has obtained or will obtain the funds for any Loan in any particular place or manner.

2.12Sharing of Payments.  If, other than as expressly provided elsewhere herein, any Lender shall obtain on account of the Loans made by it, or the participations in L/C Obligations held by it, any payment (whether voluntary, involuntary, through the exercise of any right of set-off, or otherwise) in excess of its ratable share (or other share contemplated hereunder) thereof, such Lender shall immediately (a) notify the Administrative Agent of such fact, and (b) purchase from the other Lenders such participations in the Loans made by them and/or such subparticipations in the participations in L/C Obligations held by them, as the case may be, as shall be necessary to cause such purchasing Lender to share the excess payment in respect of such Loans or such participations, as the case may be, pro rata with each of them; provided, however, that if all or any portion of such excess payment is thereafter recovered from the purchasing Lender under any of the circumstances described in Section 10.06 (including pursuant to any settlement entered into by the purchasing Lender in its discretion), such purchase shall to that extent be rescinded and each other Lender shall repay to the purchasing Lender the purchase price paid therefor, together with an amount equal to such paying Lender’s ratable share (according to the proportion of (i) the amount of such paying Lender’s required repayment to (ii) the total amount so recovered from the purchasing Lender) of any interest or other amount paid or payable by the purchasing Lender in respect of the total amount so recovered, without further interest thereon.  The Borrower agrees that any Lender so purchasing a participation from another Lender may, to the fullest extent permitted by law, exercise all its rights of payment (including the right of set-off, but subject to Section 10.10) with respect to such participation as fully as if such Lender were the direct creditor of the Borrower in the amount of such participation.  The Administrative Agent will keep records (which shall be conclusive and

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binding in the absence of manifest error) of participations purchased under this Section and will in each case notify the Lenders following any such purchases or repayments.  Each Lender that purchases a participation pursuant to this Section shall from and after such purchase have the right to give all notices, requests, demands, directions and other communications under this Agreement with respect to the portion of the Obligations purchased to the same extent as though the purchasing Lender were the original owner of the Obligations purchased.

2.13Increase in Commitments.

(a)Provided there exists no Default, upon notice to the Administrative Agent (which shall promptly notify the Lenders), the Borrower may from time to time, request an increase in the Aggregate Commitments by an amount (for all such requests) not exceeding $100,000,000; provided that each such increase shall be in an amount at least equal to $10,000,000.  At the time of sending such notice, the Borrower (in consultation with the Administrative Agent) shall specify the time period within which each Lender is requested to respond (which shall in no event be less than ten Business Days from the date of delivery of such notice to the Lenders).  Each Lender shall notify the Administrative Agent within such time period whether or not it agrees to increase its Commitment and, if so, whether by an amount equal to, greater than, or less than its Pro Rata Share of such requested increase.  Any Lender not responding within such time period shall be deemed to have declined to increase its Commitment.  The Administrative Agent shall notify the Borrower and each Lender of the Lenders’ responses to each request made hereunder.  To achieve the full amount of a requested increase, the Borrower may also invite additional Eligible Assignees to become Lenders pursuant to a joinder agreement in form and substance satisfactory to the Borrower, the Administrative Agent and its counsel.

(b)If the Aggregate Commitments are increased in accordance with this Section, the Administrative Agent and the Borrower shall determine the effective date (the “Increase Effective Date”) and the final allocation of such increase.  The Administrative Agent shall promptly notify the Borrower and the Lenders of the final allocation of such increase and the Increase Effective Date.  As a condition precedent to such increase, the Borrower shall deliver to the Administrative Agent a certificate of each Loan Party dated as of the Increase Effective Date (in sufficient copies for each Lender) signed by a Responsible Officer of such Loan Party (i) certifying and attaching the resolutions adopted by such Loan Party approving or consenting to such increase, and (ii) in the case of the Borrower, certifying that, before and after giving effect to such increase, (A) the representations and warranties contained in Article V and the other Loan Documents are true and correct on and as of the Extension Effective Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct as of such earlier date, and except that for purposes of this Section 2.13, the representations and warranties contained in subsections (a) and (b) of Section 5.05 shall be deemed to refer to the most recent statements furnished pursuant to subsections (a) and (b), respectively, of Section 6.01, and (B) no Default exists.  The Borrower shall prepay any Loans outstanding on the Increase Effective Date (and pay any additional amounts required pursuant to Section 3.05) to the extent necessary to keep the outstanding Loans ratable with any revised Pro Rata Shares arising from any nonratable increase in the Commitments under this Section.

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(c)This Section shall supersede any provisions in Section 10.01 to the contrary.

ARTICLE III.
TAXES, YIELD PROTECTION AND ILLEGALITY

3.01Taxes.

(a)Any and all payments by the Borrower to or for the account of the Administrative Agent or any Lender under any Loan Document shall be made free and clear of and without deduction for any and all present or future taxes, duties, levies, imposts, deductions, assessments, fees, withholdings or similar charges, and all liabilities with respect thereto, excluding, in the case of the Administrative Agent and each Lender, taxes imposed on or measured by its overall net income, and franchise taxes imposed on it (in lieu of net income taxes), by the jurisdiction (or any political subdivision thereof) under the Laws of which the Administrative Agent or such Lender, as the case may be, is organized or maintains a lending office (all such non-excluded taxes, duties, levies, imposts, deductions, assessments, fees, withholdings or similar charges, and liabilities being hereinafter referred to as “Taxes”).  If the Borrower shall be required by any Laws to deduct any Taxes from or in respect of any sum payable under any Loan Document to the Administrative Agent or any Lender, (i) the sum payable shall be increased as necessary so that after making all required deductions (including deductions applicable to additional sums payable under this Section), each of the Administrative Agent and such Lender receives an amount equal to the sum it would have received had no such deductions been made, (ii) the Borrower shall make such deductions, (iii) the Borrower shall pay the full amount deducted to the relevant taxation authority or other authority in accordance with applicable Laws, and (iv) within 30 days after the date of such payment, the Borrower shall furnish to the Administrative Agent (which shall forward the same to such Lender) the original or a certified copy of a receipt evidencing payment thereof.

(b)In addition, the Borrower agrees to pay any and all present or future stamp, court or documentary taxes and any other excise or property taxes or charges or similar levies which arise from any payment made under any Loan Document or from the execution, delivery, performance, enforcement or registration of, or otherwise with respect to, any Loan Document (hereinafter referred to as “Other Taxes”).

(c)If the Borrower shall be required to deduct or pay any Taxes or Other Taxes from or in respect of any sum payable under any Loan Document to the Administrative Agent or any Lender, the Borrower shall also pay to the Administrative Agent or to such Lender, as the case may be, at the time interest is paid, such additional amount that the Administrative Agent or such Lender specifies is necessary to preserve the after-tax yield (after factoring in all taxes, including taxes imposed on or measured by net income) that the Administrative Agent or such Lender would have received if such Taxes or Other Taxes had not been imposed.

(d)The Borrower agrees to indemnify the Administrative Agent and each Lender for (i) the full amount of Taxes and Other Taxes (including any Taxes or Other Taxes imposed or asserted by any jurisdiction on amounts payable under this Section) paid by the Administrative

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Agent and such Lender, (ii) amounts payable under Section 3.01(c) and (iii) any liability (including additions to tax, penalties, interest and expenses) arising therefrom or with respect thereto, in each case whether or not such Taxes or Other Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority.  Payment under this subsection (d) shall be made within 30 days after the date the Lender or the Administrative Agent makes a demand therefor.

3.02Illegality.  If any Law has made it unlawful, or any Governmental Authority has asserted that it is unlawful, for any Lender or its applicable Lending Office to make, maintain or fund Eurodollar Rate Loans, or to determine or charge interest rates based upon the Eurodollar Rate, or any Governmental Authority has imposed material restrictions on the authority of such Lender to purchase or sell, or to take deposits of, Dollars in the London InterBank Market, then, on notice thereof by such Lender to the Borrower through the Administrative Agent, any obligation of such Lender to make or continue Eurodollar Rate Loans or to convert Base Rate Loans to Eurodollar Rate Loans shall be suspended until such Lender notifies the Administrative Agent and the Borrower that the circumstances giving rise to such determination no longer exist.  Upon receipt of such notice, the Borrower shall, upon demand from such Lender (with a copy to the Administrative Agent), prepay or, if applicable, convert all Eurodollar Rate Loans of such Lender to Base Rate Loans, either on the last day of the Interest Period therefor, if such Lender may lawfully continue to maintain such Eurodollar Rate Loans to such day, or immediately, if such Lender may not lawfully continue to maintain such Eurodollar Rate Loans.  Upon any such prepayment or conversion, the Borrower shall also pay accrued interest on the amount so prepaid or converted.  Each Lender agrees to designate a different Lending Office if such designation will avoid the need for such notice and will not, in the good faith judgment of such Lender, otherwise be materially disadvantageous to such Lender.

3.03Inability to Determine Rates.  If the Required Lenders determine that for any reason in connection with any request for a Eurodollar Rate Loan or a conversion to or continuation thereof that (a) Dollar deposits are not being offered to banks in the London interbank eurodollar market for the applicable amount and Interest Period of such Eurodollar Rate Loan, (b) adequate and reasonable means do not exist for determining the Eurodollar Rate for any requested Interest Period with respect to a proposed Eurodollar Rate Loan, or (c) the Eurodollar Rate for any requested Interest Period with respect to a proposed Eurodollar Rate Loan does not adequately and fairly reflect the cost to such Lenders of funding such Loan, the Administrative Agent will promptly so notify the Borrower and each Lender.  Thereafter, the obligation of the Lenders to make or maintain Eurodollar Rate Loans shall be suspended until the Administrative Agent (upon the instruction of the Required Lenders) revokes such notice.  Upon receipt of such notice, the Borrower may revoke any pending request for a Borrowing of, conversion to or continuation of Eurodollar Rate Loans or, failing that, will be deemed to have converted such request into a request for a Committed Borrowing of Base Rate Loans in the amount specified therein.

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3.04Increased Cost and Reduced Return; Capital Adequacy; Reserves on Eurodollar Rate Loans.

(a)If any Lender determines that as a result of the introduction of or any change in or in the interpretation of any Law, or such Lender’s compliance therewith, there shall be any increase in the cost to such Lender of agreeing to make or making, funding or maintaining Eurodollar Rate Loans or (as the case may be) issuing or participating in Letters of Credit, or a reduction in the amount received or receivable by such Lender in connection with any of the foregoing (excluding for purposes of this subsection (a) any such increased costs or reduction in amount resulting from (i) Taxes or Other Taxes (as to which Section 3.01 shall govern), (ii) changes in the basis of taxation of overall net income or overall gross income by the United States or any foreign jurisdiction or any political subdivision of either thereof under the Laws of which such Lender is organized or has its Lending Office, and (iii) reserve requirements contemplated by Section 3.04(c), then from time to time upon demand of such Lender (with a copy of such demand to the Administrative Agent), the Borrower shall pay to such Lender such additional amounts as will compensate such Lender for such increased cost or reduction.

(b)If any Lender determines that the introduction of any Law regarding capital adequacy or any change therein or in the interpretation thereof, or compliance by such Lender (or its Lending Office) therewith, has the effect of reducing the rate of return on the capital of such Lender or any corporation controlling such Lender as a consequence of such Lender’s obligations hereunder (taking into consideration its policies with respect to capital adequacy and such Lender’s desired return on capital), then from time to time upon demand of such Lender (with a copy of such demand to the Administrative Agent), the Borrower shall pay to such Lender such additional amounts as will compensate such Lender for such reduction.

(c)The Borrower shall pay to each Lender, as long as such Lender shall be required to maintain reserves with respect to liabilities or assets consisting of or including Eurocurrency funds or deposits (currently known as “Eurocurrency liabilities”), additional interest on the unpaid principal amount of each Eurodollar Rate Loan equal to the actual costs of such reserves allocated to such Loan by such Lender (as determined by such Lender in good faith, which determination shall be conclusive), which shall be due and payable on each date on which interest is payable on such Loan, provided the Borrower shall have received at least 15 days’ prior notice (with a copy to the Administrative Agent) of such additional interest from such Lender.  If a Lender fails to give notice 15 days prior to the relevant Interest Payment Date, such additional interest shall be due and payable 15 days from receipt of such notice.

3.05Funding Losses.  Upon demand of any Lender (with a copy to the Administrative Agent) from time to time, the Borrower shall promptly compensate such Lender for and hold such Lender harmless from any loss, cost or expense incurred by it as a result of:

(a)any continuation, conversion, payment or prepayment of any Loan other than a Base Rate Loan on a day other than the last day of the Interest Period for such Loan (whether voluntary, mandatory, automatic, by reason of acceleration, or otherwise); or

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(b)any failure by the Borrower (for a reason other than the failure of such Lender to make a Loan) to prepay, borrow, continue or convert any Loan other than a Base Rate Loan on the date or in the amount notified by the Borrower; or

(c)any assignment of a Eurodollar Rate Loan on a day other than the last day of the Interest Period therefor as a result of a request by the Borrower pursuant to Section 10.17; including any loss of anticipated profits and any loss or expense arising from the liquidation or reemployment of funds obtained by it to maintain such Loan or from fees payable to terminate the deposits from which such funds were obtained.  The Borrower shall also pay any reasonable customary administrative fees charged by such Lender in connection with the foregoing.

For purposes of calculating amounts payable by the Borrower to the Lenders under this Section 3.05, each Lender shall be deemed to have funded each Eurodollar Rate Loan made by it at the Eurodollar Rate for such Loan by a matching deposit or other borrowing in the London interbank eurodollar market for a comparable amount and for a comparable period, whether or not such Eurodollar Rate Loan was in fact so funded.

3.06Matters Applicable to all Requests for Compensation.

(a)A certificate of the Administrative Agent or any Lender claiming compensation under this Article III and setting forth the additional amount or amounts to be paid to it hereunder shall be conclusive in the absence of manifest error.  In determining such amount, the Administrative Agent or such Lender may use any reasonable averaging and attribution methods.

(b)Upon any Lender’s making a claim for compensation under Section 3.01 or 3.04, the Borrower may replace such Lender in accordance with Section 10.17.

3.07Survival.  All of the Borrower’s obligations under this Article III shall survive termination of the Aggregate Commitments and repayment of all other Obligations hereunder.

For purposes of this Article III only, the term “Laws” shall include any and all guidelines of any Governmental Authority and the interpretation or administration of the Laws by any Governmental Authority charged with the enforcement, interpretation or administration thereof.

ARTICLE IV.
CONDITIONS PRECEDENT TO CREDIT EXTENSIONS

4.01Conditions of Initial Credit Extension.  The obligation of each Lender to make its initial Credit Extension hereunder is subject to satisfaction of the following conditions precedent:

(a)The Administrative Agent’s receipt of the following, each of which shall be originals or facsimiles (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible Officer of the signing Loan Party, each dated the Closing Date (or, in the case of certificates of governmental officials, a recent date before the Closing Date) and each in form and substance satisfactory to the Administrative Agent and each of the Lenders:

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(i)executed counterparts of this Agreement, the Guaranty, and the Stock Pledge and the Intercreditor Agreement sufficient in number for distribution to the Administrative Agent, each Lender and the Borrower;

(ii)a Note executed by the Borrower in favor of each Lender requesting a Note;

(iii)such certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers of each Loan Party as the Administrative Agent may require evidencing the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Agreement and the other Loan Documents to which such Loan Party is a party;

(iv)such documents and certifications as the Administrative Agent may reasonably require to evidence that each Loan Party is duly organized or formed, and that each of the Borrower and the Guarantors is validly existing, in good standing and qualified to engage in business in each jurisdiction where its ownership, lease or operation of properties or the conduct of its business requires such qualification, except to the extent that failure to do so could not reasonably be expected to have a Material Adverse Effect;

(v)a favorable opinion of John Walter, general counsel to the Loan Parties, addressed to the Administrative Agent and each Lender, as to the matters set forth in Exhibit F;

(vi)a favorable opinion of Thompson & Knight L.L.P., counsel to Administrative Agent, addressed to the Administrative Agent and each Lender, as to the enforceability of the Credit Agreement, the Notes and the Guaranty under Texas law;

(vii)a certificate of a Responsible Officer of each Loan Party either (A) attaching copies of all consents, licenses and approvals required in connection with the execution, delivery and performance by such Loan Party and the validity against such Loan Party of the Loan Documents to which it is a party, and such consents, licenses and approvals shall be in full force and effect, or (B) stating that no such consents, licenses or approvals are so required;

(viii)a certificate signed by a Responsible Officer of the Borrower certifying (A) that the conditions specified in Sections 4.02(a) and (b) have been satisfied, and (B) that there has been no event or circumstance since the date of the Initial Financial Statements that has had or could be reasonably expected to have, either individually or in the aggregate, a Material Adverse Effect; and (C) the calculation of the Debt to Capitalization Ratio as of March 31, 2004;

(ix)evidence that all insurance required to be maintained pursuant to the Loan Documents has been obtained and is in effect;

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(x)a budget of Borrower and its Consolidated Subsidiaries for the fiscal year 2004, prepared by the Financial Planning Department of the Borrower and approved by the Board of Directors of the Borrower;

(xi)projections of Borrower and its Consolidated Subsidiaries for the fiscal years 2004 through 2008, prepared by the Financial Planning Department of Borrower and reviewed by the Chief Financial Officer of Borrower;

(xii)such other assurances, certificates, documents, consents or opinions as the Administrative Agent, the L/C Issuer or the Required Lenders reasonably may require;

(xiii)Letter Amendment No. 2 to Third Amended and Restated Master Shelf Agreement shall have been executed by all parties thereto, a final copy and execution pages thereof shall have been delivered to Administrative Agent, and such Letter Amendment shall be in form and substance satisfactory to Administrative Agent and in full force and effect.

(b)Any fees required to be paid on or before the Closing Date shall have been paid.

(c)The Indebtedness under the Existing Credit agreement shall be refinanced with proceeds of the initial Credit Extension.

(d)Unless waived by the Administrative Agent, the Borrower shall have paid all Attorney Costs of the Administrative Agent to the extent invoiced prior to or on the Closing Date, plus such additional amounts of Attorney Costs as shall constitute its reasonable estimate of Attorney Costs incurred or to be incurred by it through the closing proceedings (provided that such estimate shall not thereafter preclude a final settling of accounts between the Borrower and the Administrative Agent).

4.02Conditions to all Credit Extensions.  The obligation of each Lender to honor any Request for Credit Extension (other than a Loan Notice requesting only a conversion of Loans to the other Type, or a continuation of Eurodollar Rate Loans) is subject to the following conditions precedent:

(a)The representations and warranties of the Borrower and each other Loan Party contained in Article V or any other Loan Document, or which are contained in any document furnished at any time under or in connection herewith or therewith, shall be true and correct on and as of the date of such Credit Extension, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct as of such earlier date, and except that for purposes of this Section 4.02, the representations and warranties contained in subsections (a) and (b) of Section 5.05 shall be deemed to refer to the most recent statements furnished pursuant to clauses (a) and (b), respectively, of Section 6.01.

(b)No Default shall exist, or would result from such proposed Credit Extension.

(c)The Administrative Agent and, if applicable, the L/C Issuer shall have received a Request for Credit Extension in accordance with the requirements hereof.

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Each Request for Credit Extension (other than a Loan Notice requesting only a conversion of Loans to the other Type or a continuation of Eurodollar Rate Loans) submitted by the Borrower shall be deemed to be a representation and warranty that the conditions specified in Sections 4.02(a) and (b) have been satisfied on and as of the date of the applicable Credit Extension.

ARTICLE V.
REPRESENTATIONS AND WARRANTIES

The Borrower represents and warrants to the Administrative Agent and the Lenders that:

5.01Existence, Qualification and Power; Compliance with Laws.  Each Loan Party (a) is a corporation, partnership or limited liability company duly organized or formed, validly existing and in good standing under the Laws of the jurisdiction of its incorporation or organization, (b) has all requisite power and authority and all requisite governmental licenses, authorizations, consents and approvals to (i) own its assets and carry on its business and (ii) execute, deliver and perform its obligations under the Loan Documents to which it is a party, (c) is duly qualified and is licensed and in good standing under the Laws of each jurisdiction where its ownership, lease or operation of properties or the conduct of its business requires such qualification or license, and (d) is in compliance with all Laws; except in each case referred to in clause (b)(i), (c) or (d), to the extent that failure to do so could not reasonably be expected to have a Material Adverse Effect.

5.02Authorization; No Contravention.  The execution, delivery and performance by each Loan Party of each Loan Document to which such Person is party, have been duly authorized by all necessary corporate or other organizational action, and do not and will not (a) contravene the terms of any of such Person’s Organization Documents; (b) conflict with or result in any breach or contravention of, in any material respect, or the creation of any Lien under, (i) any Contractual Obligation to which such Person is a party or (ii) any order, injunction, writ or decree of any Governmental Authority or any arbitral award to which such Person or its property is subject; or (c) violate any Law; except, with respect to clause (b) or (c), as could not reasonably be expected to have a Material Adverse Effect.

5.03Governmental Authorization; Other Consents.  No approval, consent, exemption, authorization, or other action by, or notice to, or filing with, any Governmental Authority or any other Person (other than the consent of Wyoming Public Service Commission regarding the Guaranty of MGTC) is necessary or required in connection with the execution, delivery or performance by, or enforcement against, any Loan Party of this Agreement or any other Loan Document.

5.04Binding Effect.  This Agreement has been, and each other Loan Document, when delivered hereunder, will have been, duly executed and delivered by each Loan Party that is party thereto.  This Agreement constitutes, and each other Loan Document when so delivered will constitute, a legal, valid and binding obligation of such Loan Party, enforceable against each Loan Party that is party thereto in accordance with its terms; except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar Laws

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affecting the enforcement of creditors’ rights generally and by general equitable principles (whether enforcement is sought by proceedings in equity or at Law).

5.05Financial Statements; No Material Adverse Effect.

(a)The Audited Financial Statements (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; (ii) fairly present the financial condition of the Borrower and its Subsidiaries as of the date thereof and their results of operations for the period covered thereby in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; and (iii) show all material indebtedness and other material liabilities, direct or contingent, of the Borrower and its Subsidiaries as of the date thereof, including material liabilities for taxes, material commitments and material Indebtedness.

(b)Each of the Initial Financial Statements (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein, and (ii) fairly present the financial condition of the Borrower and its Subsidiaries as of the date thereof and their results of operations for the period covered thereby.  Schedule 5.05 (as hereafter supplemented from time to time in writing) sets forth all material indebtedness and other material liabilities, direct or contingent, of the Borrower and its consolidated Subsidiaries as of the date of the Initial Financial Statements (but not disclosed therein), including material liabilities for taxes, material commitments and material Indebtedness.

(c)Since the date of the Initial Financial Statements, there has been no event or circumstance, either individually or in the aggregate, that has had or could reasonably be expected to have a Material Adverse Effect.

5.06Litigation.  Except as disclosed in the Borrower’s most recent Annual Report filed on Form 10-K with the SEC or the Borrower’s most recent Quarterly Report filed on Form 10-Q with the SEC, there are no actions, suits, proceedings, claims or disputes pending or, to the knowledge of the Responsible Officers after due and diligent investigation, threatened or contemplated, at law, in equity, in arbitration or before any Governmental Authority, by or against the Borrower or any of its Subsidiaries or against any of their properties or revenues that (a) purport to affect or pertain to this Agreement or any other Loan Document, or any of the transactions contemplated hereby, or (b) either individually or in the aggregate, if determined adversely, could reasonably be expected to have a Material Adverse Effect.

5.07No Default.  Neither the Borrower nor any Subsidiary is in default under or with respect to any Contractual Obligation that could, either individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.  No Default has occurred and is continuing or would result from the consummation of the transactions contemplated by this Agreement or any other Loan Document.

5.08Ownership of Property; Liens.  Each of Borrower and each Subsidiary has good and defensible title to all of its material properties and assets, free and clear of any Liens other than Permitted Liens and of all impediments to the use of such properties and assets in such

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Person’s business, except that (i) with regard to easements and rights-of-way relating to any such Person’s gathering systems, to the best of such Person’s knowledge, there exist no Liens that a reasonable and prudent operator in the gas processing business would consider to be a material impairment of title and such Person has such title as is reasonably necessary to permit the use and enjoyment of such gathering systems, and (ii) no representation or warranty is made with respect to any oil, gas or mineral property or interest to which no proved oil or gas reserves are properly attributed.

5.09Environmental Compliance.  The Borrower and its Subsidiaries conduct in the ordinary course of business a review of the effect of existing Environmental Laws and claims alleging potential liability or responsibility for violation of any Environmental Law on their respective businesses, operations and properties, and as a result thereof the Borrower has reasonably concluded that, except as disclosed in the Borrower’s most recent Annual Report filed on Form 10-K with the SEC or the Borrower’s most recent Quarterly Report filed on Form 10-Q with the SEC, there are no such Environmental Laws and claims could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.

5.10Insurance.  The properties of the Borrower and its Subsidiaries are insured with financially sound and reputable insurance companies not Affiliates of the Borrower, in such amounts, with such deductibles and covering such risks as are customarily carried by companies engaged in similar businesses and owning similar properties in localities where the Borrower or the applicable Subsidiary operates.

5.11Taxes.  The Borrower and its Subsidiaries have filed all Federal, state and other material tax returns and reports required to be filed, and have paid all Federal, state and other material taxes, assessments, fees and other governmental charges levied or imposed upon them or their properties, income or assets otherwise due and payable, except those which are being contested in good faith by appropriate proceedings diligently conducted and for which adequate reserves have been provided in accordance with GAAP.  To the best of Responsible Officers’ knowledge, there is no proposed tax assessment against the Borrower or any Subsidiary that would, if made, have a Material Adverse Effect.

5.12ERISA Compliance.

(a)Each Plan is in compliance in all material respects with the applicable provisions of ERISA, the Code and other Laws.  The Borrower and each ERISA Affiliate have made all required contributions to each Plan subject to Section 412 of the Code, and no application for a funding waiver or an extension of any amortization period pursuant to Section 412 of the Code has been made with respect to any Plan.

(b)There are no pending or, to the best knowledge of the Borrower, threatened claims, actions or lawsuits, or action by any Governmental Authority, with respect to any Plan that could be reasonably be expected to have a Material Adverse Effect.  Except as specifically disclosed on Schedule 5.12, there has been no prohibited transaction or violation of the fiduciary responsibility rules with respect to any Plan that has resulted or could reasonably be expected to result in a Material Adverse Effect.

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(c)(i)  No ERISA Event has occurred or is reasonably expected to occur; (ii) no Pension Plan has any Unfunded Pension Liability; (iii) neither the Borrower nor any ERISA Affiliate has incurred, or reasonably expects to incur, any liability under Title IV of ERISA with respect to any Pension Plan (other than premiums due and not delinquent under Section 4007 of ERISA); (iv) neither the Borrower nor any ERISA Affiliate has incurred, or reasonably expects to incur, any liability (and no event has occurred which, with the giving of notice under Section 4219 of ERISA, would result in such liability) under Sections 4201 or 4243 of ERISA with respect to a Multiemployer Plan; and (v) neither the Borrower nor any ERISA Affiliate has engaged in a transaction that could be subject to Sections 4069 or 4212(c) of ERISA.

5.13Subsidiaries.  As of the Closing Date, the Borrower has no Subsidiaries other than those specifically disclosed in Part (a) of Schedule 5.13 and has no material equity investments in any other corporation or entity other than those specifically disclosed in Part (b) of Schedule 5.13.

5.14Margin Regulations; Investment Company Act; Public Utility Holding Company Act.

(a)The Borrower is not engaged and will not engage, principally or as one of its important activities, in the business of purchasing or carrying margin stock (within the meaning of Regulation U issued by the FRB), or extending credit for the purpose of purchasing or carrying margin stock.

(b)None of the Borrower, any Person Controlling the Borrower, or any Subsidiary (i) is a “holding company,” or a “subsidiary company” of a “holding company,” or an “affiliate” of a “holding company” or of a “subsidiary company” of a “holding company” within the meaning of the Public Utility Holding Company Act of 1935 or subject to regulation thereunder, or (ii) is or is required to be registered as an “investment company” under the Investment Company Act of 1940.

5.15Disclosure.  The Borrower has disclosed to the Administrative Agent and the Lenders all agreements, instruments and corporate or other restrictions to which it or any of its Subsidiaries is subject, and all other matters known to it, that, individually or in the aggregate, could reasonably be expected to result in a Material Adverse Effect.  For purposes of this Section 5.15, information that is disclosed in reports on Forms 10-K, 10-Q and 8-K or in definitive proxy materials filed by the Borrower with the SEC shall be deemed to have been disclosed to the Administrative Agent and the Lenders.  No report, financial statement, certificate or other information furnished (whether in writing or orally) by or on behalf of any Loan Party to the Administrative Agent or any Lender in connection with the transactions contemplated hereby and the negotiation of this Agreement or delivered hereunder (as modified or supplemented by other information so furnished) contains any material misstatement of fact or omits to state any material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided that, with respect to projected financial information, the Borrower represents only that such information was prepared in good faith based upon assumptions believed to be reasonable at the time.

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5.16Compliance with Laws.  Each of the Borrower and each Subsidiary is in compliance in all material respects with the requirements of all Laws and all orders, writs, injunctions and decrees applicable to it or to its properties, except in such instances in which (a) such requirement of Law or order, writ, injunction or decree is being contested in good faith by appropriate proceedings diligently conducted or (b) the failure to comply therewith, either individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect.

ARTICLE VI.
AFFIRMATIVE COVENANTS

So long as any Lender shall have any Commitment hereunder, any Loan or other Obligation hereunder shall remain unpaid or unsatisfied, or any Letter of Credit shall remain outstanding, the Borrower shall, and shall (except in the case of the covenants set forth in Sections 6.01, 6.02, 6.03 and 6.11) cause each Subsidiary to:

6.01Financial Statements.  Deliver to the Administrative Agent and each Lender, in form and detail satisfactory to the Administrative Agent and the Required Lenders:

(a)as soon as available, but in any event within 90 days after the end of each fiscal year of the Borrower, a consolidated balance sheet of the Borrower and its Subsidiaries as at the end of such fiscal year, and the related consolidated statements of income or operations, shareholders’ equity and cash flows for such fiscal year, setting forth in each case in comparative form the figures for the previous fiscal year, all in reasonable detail and prepared in accordance with GAAP, audited and accompanied by a report and opinion of an independent certified public accountant of nationally recognized standing reasonably acceptable to the Required Lenders, which report and opinion shall be prepared in accordance with generally accepted auditing standards and shall not be subject to any “going concern” or like qualification or exception or any qualification or exception as to the scope of such audit;

(b)as soon as available, but in any event within 45 days after the end of each of the first three fiscal quarters of each fiscal year of the Borrower, a consolidated balance sheet of the Borrower and its Subsidiaries as at the end of such fiscal quarter, and the related consolidated statements of income or operations, shareholders’ equity and cash flows for such fiscal quarter and for the portion of the Borrower’s fiscal year then ended, setting forth in each case in comparative form the figures for the corresponding fiscal quarter of the previous fiscal year and the corresponding portion of the previous fiscal year, all in reasonable detail and certified by a Responsible Officer of the Borrower as fairly presenting, in all material respects, the financial condition, results of operations, shareholders’ equity and cash flows of the Borrower and its Subsidiaries and prepared in accordance with GAAP, subject only to normal year-end audit adjustments and the absence of footnotes; and

(c)By April 29 of each year, a projection of the cash flows of Borrower and its Subsidiaries for such year, in form and scope acceptable to Administrative Agent.

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As to any information contained in materials furnished pursuant to Section 6.02(d), the Borrower shall not be separately required to furnish such information under clause (a) or (b) above, but the foregoing shall not be in derogation of the obligation of the Borrower to furnish the information and materials described in subsections (a) and (b) above at the times specified therein.

6.02Certificates; Other Information.  Deliver to the Administrative Agent and each Lender, in form and detail reasonably satisfactory to the Administrative Agent and the Required Lenders:

(a)concurrently with the delivery of the financial statements referred to in Section 6.01(a) (or if such financial statements are delivered electronically, within two (2) Business Days of such electronic delivery), a certificate of its independent certified public accountants certifying such financial statements and stating that in making the examination necessary therefor no knowledge was obtained of any Default or, if any such Default shall exist, stating the nature and status of such event;

(b)concurrently with the delivery of the financial statements referred to in Sections 6.01(a) and (b) (or if such financial statements are delivered electronically, within two (2) Business Days of such electronic delivery), a duly completed Compliance Certificate signed by a Responsible Officer of the Borrower;

(c)promptly after any request by the Administrative Agent or any Lender, copies of any detailed audit reports, management letters or recommendations submitted to the board of directors (or the audit committee of the board of directors) of the Borrower by independent certified public accountants in connection with the accounts or books of the Borrower or any Subsidiary, or any audit of any of them;

(d)promptly after the same are available, copies of each annual report, proxy or financial statement or other report or communication sent to the stockholders of the Borrower, and copies of all annual, regular, periodic and special reports and registration statements which the Borrower may file or be required to file with the SEC under Section 13 or 15(d) of the Securities Exchange Act of 1934, and not otherwise required to be delivered to the Administrative Agent pursuant hereto;

(e)promptly, such additional information regarding the business, financial or corporate affairs of the Borrower or any Subsidiary, or compliance with the terms of the Loan Documents, as the Administrative Agent or any Lender may from time to time reasonably request;

(f)As soon as delivered to holders of the Debt Securities, copies of all reports, statements and notices delivered generally to holders of Debt Securities (excluding data which Borrower deems duplicative, immaterial or inapplicable for delivery to Administrative Agent and Lenders).

Documents required to be delivered pursuant to Section 6.01(a) , (b) or (c) or Section 6.02(c) or (d) (to the extent any such documents are included in materials otherwise filed

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with the SEC) may be delivered electronically and if so delivered, shall be deemed to have been delivered on the date (i) on which the Borrower posts such documents, or provides a link thereto on the Borrower’s website on the Internet at the website address listed on Schedule 10.02; or (ii) on which such documents are posted on the Borrower’s behalf on IntraLinks/IntraAgency or another relevant website, if any, including, but not limited to any filings made on EDGAR to which each Lender and the Administrative Agent have access (whether a commercial, third-party website or whether sponsored by the Administrative Agent); provided that: (i) the Borrower shall deliver paper copies of such documents to the Administrative Agent or any Lender that requests the Borrower to deliver such paper copies until a written request to cease delivering paper copies is given by the Administrative Agent or such Lender and (ii) the Borrower shall notify (which may be by facsimile or electronic mail) the Administrative Agent and each Lender of the posting of any such documents and provide to the Administrative Agent by electronic mail electronic versions (i.e., soft copies) of such documents.  Notwithstanding anything contained herein, in every instance the Borrower shall be required to provide paper copies of the Compliance Certificates required by Section 6.02(b) to the Administrative Agent and each of the Lenders.  Except for such Compliance Certificates, the Administrative Agent shall have no obligation to request the delivery or to maintain copies of the documents referred to above, and in any event shall have no responsibility to monitor compliance by the Borrower with any such request for delivery, and each Lender shall be solely responsible for requesting delivery to it or maintaining its copies of such documents.

The Borrower hereby acknowledges that (a) the Administrative Agent and/or the Arranger will make available to the Lenders and the L/C Issuer materials and/or information provided by or on behalf of the Borrower hereunder (collectively, “Borrower Materials”) by posting the Borrower Materials on IntraLinks or another similar electronic system (the “Platform”) and (b) certain of the Lenders may be “public-side” Lenders (i.e., Lenders that do not wish to receive material non-public information with respect to the Borrower or its securities) (each, a “Public Lender”).  The Borrower hereby agrees that (w) all Borrower Materials that are to be made available to Public Lenders shall be clearly and conspicuously marked “PUBLIC” which, at a minimum, shall mean that the word “PUBLIC” shall appear prominently on the first page thereof; provided that the Borrower shall have no obligation to mark any document “PUBLIC”; (x) by marking Borrower Materials “PUBLIC,” the Borrower shall be deemed to have authorized the Administrative Agent, the Arranger, the L/C Issuer and the Lenders to treat such Borrower Materials as either publicly available information or not material information (although it may be sensitive and proprietary) with respect to the Borrower or its securities for purposes of United States Federal and state securities laws; (y) all Borrower Materials marked “PUBLIC” are permitted to be made available through a portion of the Platform designated “Public Investor;” and (z) the Administrative Agent and the Arranger shall be entitled to treat any Borrower Materials that are not marked “PUBLIC” as being suitable only for posting on a portion of the Platform not designated “Public Investor.”

6.03Notices.  Promptly notify the Administrative Agent and each Lender:

(a)of the occurrence of any Default;

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(b)of any matter that has resulted or could reasonably be expected to result in a Material Adverse Effect, including (i) breach or non-performance of, or any default under, a Contractual Obligation of the Borrower or any Subsidiary; (ii) any dispute, litigation, investigation, proceeding or suspension between the Borrower or any Subsidiary and any Governmental Authority; or (iii) the commencement of, or any material development in, any litigation or proceeding to which the Borrower or any Subsidiary is a party or of which any of their respective property is the subject, including pursuant to any applicable Environmental Laws;

(c)of the occurrence of any ERISA Event;

(d)of any material change in accounting policies or financial reporting practices by the Borrower or any Subsidiary; and

(e)(e)of any announcement by Moody’s or S&P of any downward change in a Debt Rating of which Responsible Officer has knowledge.

Each notice pursuant to this Section shall be accompanied by a statement of a Responsible Officer of the Borrower setting forth details of the occurrence referred to therein and stating what action the Borrower has taken and proposes to take with respect thereto.  Each notice pursuant to Section 6.03(a) shall describe with particularity any and all provisions of this Agreement and any other Loan Document that have been breached.

6.04Payment of Obligations.  Pay and discharge as the same shall become due and payable, all its obligations and liabilities, including (a) all tax liabilities, assessments and governmental charges or levies upon it or its properties or assets, unless the same are being contested in good faith by appropriate proceedings diligently conducted and adequate reserves in accordance with GAAP are being maintained by the Borrower or such Subsidiary; (b) all lawful claims which, if unpaid, would by law become a Lien upon its property; and (c) all Indebtedness, as and when due and payable, but subject to any subordination provisions contained in any instrument or agreement evidencing such Indebtedness.

6.05Preservation of Existence, Etc..  (a) Preserve, renew and maintain in full force and effect its legal existence and good standing under the Laws of the jurisdiction of its organization except in a transaction permitted by Section 7.04 or 7.05; (b) take all reasonable action to maintain all rights, privileges, permits, licenses and franchises necessary or desirable in the normal conduct of its business, except to the extent that failure to do so could not reasonably be expected to have a Material Adverse Effect; and (c) preserve or renew all of its registered patents, trademarks, trade names and service marks, the non-preservation of which could reasonably be expected to have a Material Adverse Effect.

6.06Maintenance of Properties.  (a) Maintain, preserve and protect all of its material properties and equipment necessary in the operation of its business in good working order and condition, ordinary wear and tear excepted; and (b) make all necessary repairs thereto and renewals and replacements thereof except where the failure to do so could not reasonably be

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expected to have a Material Adverse Effect; and (c) use the standard of care typical in the industry in the operation and maintenance of its facilities.

6.07Maintenance of Insurance.  Maintain with financially sound and reputable insurance companies not Affiliates of the Borrower, insurance with respect to its properties and business against loss or damage of the kinds customarily insured against by Persons engaged in the same or similar business, of such types and in such amounts as are customarily carried under similar circumstances by such other Persons.  Borrower and its Subsidiaries shall maintain business interruption insurance in an amount providing not less than $10,000,000 coverage for the covered persons, taken as a whole.

6.08Compliance with Laws.  Comply in all material respects with the requirements of all Laws and all orders, writs, injunctions and decrees applicable to it or to its business or property, except in such instances in which (a) such requirement of Law or order, writ, injunction or decree is being contested in good faith by appropriate proceedings diligently conducted; or (b) the failure to comply therewith could not reasonably be expected to have a Material Adverse Effect.

6.09Books and Records.  Maintain proper books of record and account, in which full, true and correct entries in conformity with GAAP consistently applied shall be made of all financial transactions and matters involving the assets and business of the Borrower or such Subsidiary, as the case may be.

6.10Inspection Rights.  Permit representatives and independent contractors of the Administrative Agent on behalf of Lenders to visit and inspect any of its properties, to examine its corporate, financial and operating records, and make copies thereof or abstracts therefrom, and to discuss its affairs, finances and accounts with its directors, officers, and independent public accountants, at such reasonable times during normal business hours and as often as may be reasonably desired, upon reasonable advance notice to the Borrower; provided, however, that when an Event of Default exists the Administrative Agent or any Lender (or any of their respective representatives or independent contractors) may do any of the foregoing at the expense of the Borrower at any time during normal business hours and without advance notice.

6.11Use of Proceeds.  Use the proceeds of the Credit Extensions for general corporate purposes not in contravention of any Law or of any Loan Document, including repayment of Indebtedness under the Existing Credit Agreement and financing acquisitions.

6.12Guaranties of Borrower’s Subsidiaries.  Subject to Section 6.13(b), cause each of the following Domestic Subsidiaries to, and each such Person who becomes a Domestic Subsidiary after the date hereof (to the extent such Domestic Subsidiary meets the criteria set forth in this Section 6.12) to, within thirty (30) days after becoming a Domestic Subsidiary, execute and deliver to Administrative Agent an absolute and unconditional guaranty of the timely repayment of the Obligations of Borrower and the due and punctual performance of the Obligations of Borrower, which guaranty shall be substantially in the form of Exhibit E:

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(a)Each Domestic Subsidiary of Borrower which has EBITDA in any fiscal quarter of Borrower which constitutes ten percent (10%) or more of Borrower’s Consolidated EBITDA for such fiscal quarter or which has assets at any time with a book value equal to or exceeding (10%) of the book value of Borrower’s consolidated assets at such time;

(b)If the aggregate amount of Borrower’s unconsolidated EBITDA for any fiscal quarter of Borrower plus the aggregate EBITDA of the Guarantors during such fiscal quarter does not constitute eighty- five percent (85%) or more of Borrower’s Consolidated EBITDA for such fiscal quarter or if the book value of Borrower’s individual assets at any time plus the aggregate book value of the assets of Guarantors at such time does not exceed eight-five percent (85%) of the book value of the Borrower’s consolidated assets at such time, then Domestic Subsidiaries of Borrower with aggregate assets and/or EBITDA sufficient to comply with the eighty-five percent (85%) tests contained in this subsection;

(c)Each Domestic Subsidiary which Guarantees the Debt Securities or the Subordinated Debt; and

(d)Upon request by the Administrative Agent on behalf of the Required Lenders, any other Domestic Subsidiary of Borrower.

6.13Additional Guarantors and Stock Pledge.

(a)Notify the Administrative Agent at the time that any Person becomes a Domestic Subsidiary that is required to execute and deliver a Guaranty pursuant to Section 6.12, and (i) subject to Section 6.13(b), promptly thereafter (and in any event within 30 days), cause such Person to become a Guarantor by executing and delivering to the Administrative Agent a counterpart of the Guaranty or such other document as the Administrative Agent shall deem appropriate for such purpose and (ii) subject to Section 6.13(c), promptly thereafter (and in any event within 30 days) pledge to the Administrative Agent the equity interests in such Material Domestic Subsidiary by documents as the Administrative Agent shall deem appropriate for such purpose and (iii) deliver to the Administrative Agent documents of the types referred to in clauses (iii) and (iv) of Section 4.01(a) and favorable opinions of counsel to such Person (which shall cover, among other things, the legality, validity, binding effect and enforceability of the documentation referred to in clauses (i) and (ii) above), all in form, content and scope reasonably satisfactory to the Administrative Agent.

(b)No PUC Subsidiary shall be required to provide a Guaranty pursuant to Section 6.12 or Section 6.13(a) unless regulatory approval shall have been obtained for such Guaranty from the applicable public utility commission or FERC having such regulatory authority over such PUC Subsidiary (in this Section called the applicable “PUC”).  Borrower shall cause each PUC Subsidiary required to deliver a Guaranty pursuant to Sections 6.12 and 6.13(a) to use its best efforts to obtain the approval of the applicable PUC for a Guaranty of the Obligations. In the event that the applicable PUC shall require a Subsidiary to withdraw from the Guaranty, such Subsidiary may so withdraw and the Administrative Agent shall release such Subsidiary from the Guaranty; provided that a substitute Subsidiary guarantor meeting the requirements of Sections 6.12 and 6.13 shall have executed and delivered the Guaranty unless all

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such substitute Subsidiaries are PUC Subsidiaries and are prohibited by the applicable PUC from delivering a Guaranty.

(c)No PUC Subsidiary shall be required to execute and deliver any Security Document pursuant to Section 6.13(a) unless regulatory approval shall have been obtained for such Security Document from the applicable PUC.  Borrower shall cause each PUC Subsidiary required to deliver a Security Document pursuant to Section 6.13(a) to use its best efforts to obtain the approval of the applicable PUC for such Security Document, granting to Administrative Agent, for the benefit of the Lenders, Liens and security interests in such Collateral as required by Section 6.13(a) (as applicable) to secure the Obligations. In the event that the applicable PUC shall require that the equity interests of a PUC Subsidiary be released from the Lien in favor of the Administrative Agent, the Administrative Agent shall so release such equity interests; provided that replacement stock of another Subsidiary acceptable to the Administrative Agent shall have been pledged to Administrative Agent for the benefit of the Lenders unless all such substitute Subsidiaries are PUC Subsidiaries and are prohibited by the applicable PUC from having their equity interests pledged to Administrative Agent.

(d)Neither this Section 6.13 nor any other provision of any Loan Document shall require a Guaranty or a Security Document by a PUC Subsidiary, in either case, to the extent that such PUC Subsidiary shall not have obtained the required approval of the applicable PUC after the exercise of its best efforts in accordance with subsections (b) and (c) of this Section 6.13.

ARTICLE VII.
NEGATIVE COVENANTS

So long as any Lender shall have any Commitment hereunder, any Loan or other Obligation hereunder shall remain unpaid or unsatisfied, or any Letter of Credit shall remain outstanding, the Borrower shall not, nor shall it permit any Subsidiary to, directly or indirectly:

7.01Liens.  Create, incur, assume or suffer to exist any Lien upon any of its property, assets or revenues, whether now owned or hereafter acquired, other than the following (each a “Permitted Lien” and collectively, the “Permitted Liens”):

(a)Liens pursuant to any Loan Document;

(b)Liens existing on the date hereof and listed on Schedule 7.01 and any renewals or extensions thereof, provided that the property covered thereby is not increased and any renewal or extension of the obligations secured or benefited thereby is permitted by Section 7.03(b);

(c)Liens for taxes not yet due or which are being contested in good faith and by appropriate proceedings diligently conducted, if adequate reserves with respect thereto are maintained on the books of the applicable Person in accordance with GAAP;

(d)carriers’, warehousemen’s, mechanics’, materialmen’s, repairmen’s or other like Liens arising in the ordinary course of business which are not overdue for a period of more than 30 days or which are being contested in good faith and by appropriate proceedings diligently

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conducted, if adequate reserves with respect thereto are maintained on the books of the applicable Person;

(e)pledges or deposits in the ordinary course of business in connection with workers’ compensation, unemployment insurance and other social security legislation, other than any Lien imposed by ERISA;

(f)deposits to secure the performance of bids, trade contracts and leases (other than Indebtedness), statutory obligations, surety bonds (other than bonds related to judgments or litigation), performance bonds and other obligations of a like nature incurred in the ordinary course of business;

(g)easements, rights-of-way, restrictions and other similar encumbrances affecting real property which, in the aggregate, are not substantial in amount, and which do not in any case materially detract from the value of the property subject thereto or materially interfere with the ordinary conduct of the business of the applicable Person;

(h)Liens securing judgments for the payment of money not constituting an Event of Default under Section 8.01(h) or securing appeal or other surety bonds related to such judgments;

(i)Liens securing capital leases permitted under Section 7.03(e); provided that (i) such Liens do not at any time encumber any property other than the property financed by such Indebtedness and (ii) the Indebtedness secured thereby does not exceed the cost or fair market value, whichever is lower, of the property being acquired on the date of acquisition;

(j)Liens on capital stock of the Guarantors securing the Debt Securities; and

(k)Liens on margin accounts established in connection with Swap Contracts permitted under Section 7.11.

7.02Investments.  Make any Investments, except:

(a)Investments held by the Borrower or such Subsidiary in the form of cash equivalents;

(b)Investments in Subsidiaries already wholly owned by Borrower and/or its Subsidiaries and the joint ventures described on Schedule 7.02;

(c)Investments maturing within one year from the date of acquisition in direct obligations of or obligations supported by, the full faith and credit of, the United States of America;

(d)purchases of open market commercial paper, maturing within 270 days after acquisition thereof, with the highest or second highest credit rating given by either S & P or Moody’s and investments in money market mutual funds with equivalent ratings;

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(e)acquisitions of or investments in gas processing, treating, fractionation, transmission, gathering and storage facilities, and domestic oil and gas properties (whether in the United States or Canada);

(f)loans to finance the purchase by Borrower’s employees of certain real property, provided that the aggregate outstanding amount of such loans shall not exceed $500,000;

(g)Investments of the Borrower in any Guarantor and Investments of any Guarantor in the Borrower or in another Guarantor;

(h)Investments consisting of extensions of credit in the nature of accounts receivable or notes receivable arising from the grant of trade credit in the ordinary course of business, and Investments received in satisfaction or partial satisfaction thereof from financially troubled account debtors to the extent reasonably necessary in order to prevent or limit loss;

(i)Guarantees permitted by Section 7.03;

(j)Investments of the Borrower or any Subsidiary made pursuant to any Swap Contract permitted under Section 7.11; and

(k)other Investments not exceeding $5,000,000 in the aggregate in any fiscal year of the Borrower.

7.03Indebtedness.  Create, incur, assume or suffer to exist any Indebtedness, except (without duplication):

(a)Indebtedness under the Loan Documents;

(b)Indebtedness outstanding on the date hereof and listed on Schedule 7.03 and any refinancings, refundings, renewals or extensions thereof; provided that the amount of such Indebtedness is not increased at the time of such refinancing, refunding, renewal or extension except by an amount equal to a reasonable premium or other reasonable amount paid, and fees and expenses reasonably incurred, in connection with such refinancing and by an amount equal to any existing commitments unutilized thereunder;

(c)Guarantees of the Borrower or any Guarantor in respect of Indebtedness otherwise permitted hereunder of the Borrower;

(d)Indebtedness (contingent or otherwise) of the Borrower or any Subsidiary existing or arising under any Swap Contract permitted under Section 7.11; provided that such Swap Contract does not contain any provision exonerating the non-defaulting party from its obligation to make payments on outstanding transactions to the defaulting party;

(e)Indebtedness under leases, whether capital leases or operating leases, entered into in the ordinary course of business in arm’s-length transactions at competitive market rates under competitive terms and conditions considering all aspects thereof, provided that the obligations payable over the remaining lives of any such leases (excluding obligations under oil and gas

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leases, real estate leases for office space used by Borrower, leases for vehicles, office equipment and data processing equipment and gas compressor and gas processing plant site leases) do not in the aggregate exceed $75,000,000;

(f)unsecured Indebtedness between Borrower and any Guarantor;

(g)Indebtedness under the Debt Securities;

(h)the Subordinated Debt;

(i)unsecured Indebtedness of the Borrower not described in subsections (a) through (h) above which meets the following requirements: (A) the documentation evidencing such Indebtedness shall contain no terms, conditions or defaults (other than pricing) which are more favorable to the third party creditor than those contained in this Agreement are to Lenders, as determined by Required Lenders in their discretion (provided that Required Lenders shall make any such determination considering any amendments or modifications to this Agreement existing at the time of the incurrence of such Indebtedness) and shall not contain any provision which attempts to modify, amend or restrict any of the rights or remedies of Agent or Lenders hereunder or under any of the other Loan Documents, (B) such Indebtedness shall have no scheduled principal payments due prior to the final maturity of the Obligations, (C) at the time the Borrower incurs such Indebtedness, no Default or Event of Default shall have occurred and be continuing hereunder and (D) if such Indebtedness is to be guaranteed by any Affiliate of the Borrower, then such third party lender(s) must enter into an inter-creditor agreement with Lenders, in form, scope and substance which is acceptable to Required Lenders, as evidenced by their written consent;

(j)CP Debt; and

(k)miscellaneous items of unsecured Indebtedness not described in subsections (a) through (k) of this Section 7.03 which do not in the aggregate (taking into account all Indebtedness of Borrower and its Subsidiaries) exceed $10,000,000 at any one time outstanding.

7.04Fundamental Changes; Issuance of Stock.  Merge, dissolve, liquidate, consolidate with or into another Person, or Dispose of (whether in one transaction or in a series of transactions) all or substantially all of its assets (whether now owned or hereafter acquired) to or in favor of any Person, except that, so long as no Default exists or would result therefrom:

(a)the Borrower may merge with another Person; provided that the Borrower is the surviving Person and immediately after such merger or consolidation, no Default would exist;

(b)any Subsidiary may merge with (i) the Borrower, provided that the Borrower shall be the continuing or surviving Person, or (ii) any one or more other Subsidiaries, provided that when any Guarantor is merging with another Subsidiary, the Guarantor shall be the continuing or surviving Person; and

(c)any Subsidiary may Dispose of all or substantially all of its assets (upon voluntary liquidation or otherwise) to the Borrower or to another Subsidiary; provided that if the transferor

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in such a transaction is a Guarantor, then the transferee must either be the Borrower or a Guarantor.

Neither the Borrower nor any Subsidiary will issue partnership interests, stock, or other securities of Borrower or of any of Borrower’s Subsidiaries (other than shares of its common stock or warrants to purchase its common stock or warrants or options to acquire such common stock), nor will any Subsidiary of the Borrower allow any diminution of the Borrower’s interest (direct or indirect) therein; provided that preferred stock of the Borrower may be issued if such preferred stock (including without limitation, the amount and terms thereof) has been approved in writing by Required Lenders prior to the issuance thereof.

7.05Dispositions.  Make any Disposition or enter into any agreement to make any Disposition, except:

(a)Dispositions of obsolete or worn out property, whether now owned or hereafter acquired, in the ordinary course of business or property otherwise not being used in the operations of the Borrower or any Subsidiary;

(b)Dispositions of inventory in the ordinary course of business;

(c)Dispositions of equipment or real property to the extent that (i) such property is exchanged for credit against the purchase price of similar replacement property or (ii) the proceeds of such Disposition are reasonably promptly applied to the purchase price of such replacement property;

(d)Dispositions of property by any Subsidiary to the Borrower or to a wholly-owned Subsidiary; provided that if the transferor of such property is a Guarantor, the transferee thereof must either be the Borrower or a Guarantor;

(e)Dispositions permitted by Section 7.04;

(f)Dispositions of property by the Borrower and its Subsidiaries in arms’ length transactions to third parties that are not Affiliates of the Borrower for consideration (i) solely in property similar to the property being disposed of and (ii) with a fair market value that is equivalent to the fair market value of the property being disposed of; and

(g)Dispositions by the Borrower and its Subsidiaries in arms’ length transactions to third parties that are not Affiliates of the Borrower and which are not otherwise covered by this Section 7.05 for consideration equal to the fair market value thereof; provided that (i) at the time of such Disposition, no Default shall exist or would result from such Disposition and (ii) the aggregate book value of all property Disposed of in reliance on this clause (f) in any fiscal year shall not exceed $35,000,000.

7.06Restricted Payments.  Declare or make, directly or indirectly, any Restricted Payment, or incur any obligation (contingent or otherwise) to do so, except that:

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(a)the Borrower may declare and make dividend payments to its shareholders so long as no Default or Event of Default exists at the time such dividend is declared or paid or would occur as a result thereof;

(b)each Subsidiary may make Restricted Payments to the Borrower and any Guarantor;

(c)the Borrower and each Subsidiary may declare and make dividend payments or other distributions payable solely in the common stock or other common equity interests of such Person;

(d)so long as no Default or Event of Default has occurred and is continuing, or will occur as a result thereof, Borrower and each Subsidiary may make contributions, purchases, redemptions, acquisitions and retirements with respect to any shares of its capital stock;

(e)the Borrower and each Subsidiary may purchase, redeem or otherwise acquire shares of its common stock or other common equity interests or warrants or options to acquire any such shares with the proceeds received from the substantially concurrent issue of new shares of its common stock or other common equity interests;

(f)the Borrower may make Restricted Payments with respect to the Debt Securities so long as no Default or Event of Default exists at the time thereof or will occur as a result thereof.

7.07Change in Nature of Business.  Engage in any material line of business substantially different from those lines of business conducted by the Borrower and its Subsidiaries on the date hereof or any business substantially related or incidental thereto.

7.08Transactions with Affiliates.  Enter into any transaction of any kind with any Affiliate of the Borrower, whether or not in the ordinary course of business, other than on fair and reasonable terms substantially as favorable to the Borrower or such Subsidiary as would be obtainable by the Borrower or such Subsidiary at the time in a comparable arm’s length transaction with a Person other than an Affiliate, provided that the foregoing restriction shall not apply to transactions between or among the Borrower and any Guarantor or between and among any Guarantors.

7.09Burdensome Agreements.  Enter into any Contractual Obligation (other than this Agreement, any other Loan Document, the Contractual Obligations entered into pursuant to the Debt Securities, and the Indenture) that (a) limits the ability (i) of any Subsidiary to make Restricted Payments to the Borrower or any Guarantor or to otherwise transfer property to the Borrower or any Guarantor, (ii) of any Subsidiary to Guarantee the Indebtedness of the Borrower or (iii) of the Borrower or any Subsidiary to create, incur, assume or suffer to exist Liens on property of such Person; provided, however, that this clause (iii) shall not prohibit any negative pledge incurred or provided in favor of any holder of Indebtedness permitted under Section 7.03(e) solely to the extent any such negative pledge relates to the property financed by

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or the subject of such Indebtedness; or (b) requires the grant of a Lien to secure an obligation of such Person if a Lien is granted to secure another obligation of such Person.

7.10Use of Proceeds.  Use the proceeds of any Credit Extension, whether directly or indirectly, and whether immediately, incidentally or ultimately, to purchase or carry margin stock (within the meaning of Regulation U of the FRB) or to extend credit to others for the purpose of purchasing or carrying margin stock or to refund indebtedness originally incurred for such purpose.

7.11Limitation for Net Products Exposure.  Enter into, or otherwise be a party to any Swap Contract that does not comply with the Risk Management Policy.  Furthermore, the aggregate value at risk, or VaR limits (as defined below), calculated in accordance with the Risk Management Policy, shall not at any time exceed $5,000,000.  For purposes of this Section 7.11, the term “VaR limits” means the maximum allowable change in aggregate mark-to-market (i.e., unrealized losses) dollars, with a given probability, over a one-day time horizon (as provided in the Risk Management Policy).

7.12Financial Covenants.

(a)Interest Coverage Ratio.  Permit the Interest Coverage Ratio as of the end of any fiscal quarter of the Borrower, calculated for the four consecutive fiscal quarters then ended, to be less than 3.0 to 1.0.

(b)Debt to Capitalization Ratio.  Permit the Debt to Capitalization Ratio for any fiscal quarter of the Borrower to be greater than 0.55 to 1.0.

ARTICLE VIII.
EVENTS OF DEFAULT AND REMEDIES

8.01Events of Default.  Any of the following shall constitute an Event of Default:

(a)Non-Payment.  The Borrower or any other Loan Party fails to pay (i) when and as required to be paid herein, any amount of principal of any Loan or any L/C Obligation, or (ii) within ten days after the same becomes due, any interest on any Loan or on any L/C Obligation, or any Commitment Fee or other fee due hereunder, or (iii) within ten days after the same becomes due, any other amount payable hereunder or under any other Loan Document; or

(b)Specific Covenants.  The Borrower fails to perform or observe any term, covenant or agreement contained in any of Sections 6.03, 6.12 or 6.13 or in Article VII; or

(c)Other Defaults.  Any Loan Party fails to perform or observe any other covenant or agreement (not specified in subsection (a) or (b) above) contained in any Loan Document on its part to be performed or observed and such failure continues for 30 days; or

(d)Representations and Warranties.  Any representation, warranty, certification or statement of fact made or deemed made by or on behalf of the Borrower or any other Loan Party

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herein, in any other Loan Document, or in any document delivered in connection herewith or therewith shall be incorrect or misleading when made or deemed made and such representation or warranty does not become true and correct within thirty (30) days; or

(e)Cross-Default.

(i)the Borrower or any Subsidiary (A) fails to make any payment when due (whether by scheduled maturity, required prepayment, acceleration, demand, or otherwise) in respect of any of the Debt Securities or the Subordinated Debt, or (B) fails to observe or perform any other agreement or condition relating to the Debt Securities or the Subordinated Debt, or any other event occurs, in the instance of both the circumstances of (i)(A) and (i)(B), the effect of which default or other event is to cause, or to permit the holder or holders of such Indebtedness (or a trustee or agent on behalf of such holder or holders or beneficiary or beneficiaries) to cause, with the giving of notice if required, such Indebtedness to be demanded or to become due or to be repurchased, prepaid, defeased or redeemed (automatically or otherwise), or an offer to repurchase, prepay, defease or redeem such Indebtedness to be made, prior to its stated maturity; or

(ii)the Borrower or any Subsidiary (A) fails to make any payment when due (whether by scheduled maturity, required prepayment, acceleration, demand, or otherwise) in respect of any Indebtedness or Guarantee (other than Indebtedness hereunder and Indebtedness under Swap Contracts, the Debt Securities and the Subordinated Debt), (B) fails to observe or perform any other agreement or condition relating to any such Indebtedness or Guarantee or contained in any instrument or agreement evidencing, securing or relating thereto, or any other event occurs, in the instance of both the circumstances of (ii)(A) and (ii)(B), the effect of which default or other event is to cause, or to permit the holder or holders of such Indebtedness or the beneficiary or beneficiaries of such Guarantee (or a trustee or agent on behalf of such holder or holders or beneficiary or beneficiaries) to cause, with the giving of notice if required, such Indebtedness to be demanded or to become due or to be repurchased, prepaid, defeased or redeemed (automatically or otherwise), or an offer to repurchase, prepay, defease or redeem such Indebtedness to be made, prior to its stated maturity, or such Guarantee to become payable or cash collateral in respect thereof to be demanded unless the Borrower or a Subsidiary is contesting the validity of such Obligation by appropriate proceedings and has set aside on its books adequate allowance accounts therefor in accordance with GAAP; or

(iii)there occurs under any Swap Contract an Early Termination Date (as defined in such Swap Contract) resulting from (A) any event of default under such Swap Contract as to which the Borrower or any Subsidiary is the Defaulting Party (as defined in such Swap Contract) or (B) any Termination Event (as so defined in such Swap Contract) under such Swap Contract as to which the Borrower or any Subsidiary is an Affected Party (as so defined) that in the case of (A) or (B) causes Borrower or any Subsidiary to become obligated to make payments to the counterparty thereunder and the aggregate amount of all such payments for which Borrower is obligated under Swap Contracts at any time exceeds $10,000,000; or

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(f)Insolvency Proceedings, Etc.  Any Loan Party or any of its Subsidiaries institutes or consents to the institution of any proceeding under any Debtor Relief Law, or makes an assignment for the benefit of creditors; or applies for or consents to the appointment of any receiver, trustee, custodian, conservator, liquidator, rehabilitator or similar officer for it or for all or any material part of its property; or any receiver, trustee, custodian, conservator, liquidator, rehabilitator or similar officer is appointed without the application or consent of such Person and the appointment continues undischarged or unstayed for 60 calendar days; or any proceeding under any Debtor Relief Law relating to any such Person or to all or any material part of its property is instituted without the consent of such Person and continues undismissed or unstayed for 60 calendar days, or an order for relief is entered in any such proceeding; or

(g)Inability to Pay Debts; Attachment.  (i) the Borrower or any Subsidiary becomes unable or admits in writing its inability or fails generally to pay its debts as they become due, or (ii) any writ or warrant of attachment or execution or similar process is issued or levied against any of the Collateral or all or any material part of the property of any such Person and is not released, vacated or fully bonded within 30 days after its issue or levy; or

(h)Judgments.  There is entered against the Borrower or any Subsidiary (i) during any fiscal year of the Borrower, any one or more final judgments or orders for the payment of money in an aggregate amount exceeding $10,000,000 (to the extent not covered by independent third-party insurance as to which the insurer does not dispute coverage), or (ii) any one or more non-monetary final judgments that have, or could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect and, in either case, (A) enforcement proceedings are commenced by any creditor upon such judgment or order, or (B) there is a period of 10 consecutive days during which a stay of enforcement of such judgment, by reason of a pending appeal or otherwise, is not in effect; or

(i)ERISA.  (i) An ERISA Event occurs with respect to a Pension Plan or Multiemployer Plan which has resulted or could reasonably be expected to result in liability of the Borrower under Title IV of ERISA to the Pension Plan, Multiemployer Plan or the PBGC in an aggregate amount in excess of $10,000,000, or (ii) the Borrower or any ERISA Affiliate fails to pay when due, after the expiration of any applicable grace period, any installment payment with respect to its withdrawal liability under Section 4201 of ERISA under a Multiemployer Plan in an aggregate amount in excess of $10,000,000; or

(j)Invalidity of Loan Documents.  Any Loan Document, at any time after its execution and delivery and for any reason other than as expressly permitted hereunder or satisfaction in full of all the Obligations, ceases to be in full force and effect; or any Loan Party or any other Person contests in any manner the validity or enforceability of any Loan Document; or any Loan Party denies that it has any or further liability or obligation under any Loan Document, or purports to revoke, terminate or rescind any Loan Document; or

(k)Change of Control.  There occurs any Change of Control with respect to the Borrower; or

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(l)Debt Securities.  Without the express prior written consent of Required Lenders, the Borrower amends or modifies the terms of any of the documents or instruments governing, or otherwise executed in connection with, any of the Debt Securities (including, but not limited to, an amendment or modification to shorten the maturity of the Debt Securities or increase the maximum principal amount of the Debt Securities); provided, however, that without the consent of any Lender, the Borrower may amend such documents or instruments (1) to increase the interest rate or fees payable under or with respect to the Debt Securities, (2) to conform to amendments or modifications made to the Loan Documents, and (3) to make changes in the administration of the Debt Securities; or

(m)Subordinated Debt.  Without the express prior written consent of Required Lenders, the Borrower amends or modifies the terms of any of the documents or instruments governing, or otherwise executed in connection with, the Subordinated Debt, including but not limited to, an amendment or modification to (a) shorten the maturity of the Subordinated Debt, (b) increase the maximum principal amount of the Subordinated Debt, or (c) modify the terms of the subordination of the Subordinated Debt to the Senior Debt; or

(n)Preferred Stock.  Without the express prior written consent of Required Lenders, the Borrower amends or modifies any term of the Preferred Stock except for modifications to correct any non-substantive ambiguity or defect in the documents governing any such Preferred Stock.

8.02Remedies Upon Event of Default.  If any Event of Default occurs and is continuing, the Administrative Agent shall, at the request of, or may, with the consent of, the Required Lenders, take any or all of the following actions:

(a)declare the commitment of each Lender to make Loans and any obligation of the L/C Issuer to make L/C Credit Extensions to be terminated, whereupon such commitments and obligation shall be terminated;

(b)declare the unpaid principal amount of all outstanding Loans, all interest accrued and unpaid thereon, and all other amounts owing or payable hereunder or under any other Loan Document to be immediately due and payable, without presentment, demand, protest or other notice of any kind, all of which are hereby expressly waived by the Borrower;

(c)require that the Borrower Cash Collateralize the L/C Obligations (in an amount equal to the then Outstanding Amount thereof); and

(d)exercise on behalf of itself and the Lenders all rights and remedies available to it and the Lenders under the Loan Documents or applicable law;

provided, however, that upon the occurrence of an actual or deemed entry of an order for relief with respect to the Borrower under the Bankruptcy Code of the United States, the obligation of each Lender to make Loans and any obligation of the L/C Issuer to make L/C Credit Extensions shall automatically terminate, the unpaid principal amount of all outstanding Loans and all interest and other amounts as aforesaid shall automatically become due and payable, and the

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obligation of the Borrower to Cash Collateralize the L/C Obligations as aforesaid shall automatically become effective, in each case without further act of the Administrative Agent or any Lender.

8.03Application of Funds.  After the exercise of remedies provided for in Section 8.02 (or after the Loans have automatically become immediately due and payable and the L/C Obligations have automatically been required to be Cash Collateralized as set forth in the proviso to Section 8.02), any amounts received on account of the Obligations (after distribution of any proceeds received by Administrative Agent under the Security Documents in accordance with the terms of the Intercreditor Agreement) shall be applied by the Administrative Agent in the following order:

First, to payment of that portion of the Obligations constituting fees, indemnities, expenses and other amounts (including Attorney Costs and amounts payable under Article III) payable to the Administrative Agent in its capacity as such;

Second, to payment of that portion of the Obligations constituting fees, indemnities and other amounts (other than principal and interest) payable to the Lenders (including Attorney Costs and amounts payable under Article III), ratably among them in proportion to the amounts described in this clause Second payable to them;

Third, to payment of that portion of the Obligations constituting accrued and unpaid interest on the Loans and L/C Borrowings, ratably among the Lenders in proportion to the respective amounts described in this clause Third payable to them;

Fourth, to payment of that portion of the Obligations constituting unpaid principal of the Loans and L/C Borrowings, ratably among the Lenders in proportion to the respective amounts described in this clause Fourth held by them;

Fifth, to the Administrative Agent for the account of the L/C Issuer, to Cash Collateralize that portion of L/C Obligations comprised of the aggregate undrawn amount of Letters of Credit; and

Last, the balance, if any, after all of the Obligations have been indefeasibly paid in full, to the Borrower or as otherwise required by Law.

Subject to Section 2.03(c), amounts used to Cash Collateralize the aggregate undrawn amount of Letters of Credit pursuant to clause Fifth above shall be applied to satisfy drawings under such Letters of Credit as they occur.  If any amount remains on deposit as Cash Collateral after all Letters of Credit have either been fully drawn or expired, such remaining amount shall be applied to the other Obligations, if any, in the order set forth above.

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ARTICLE IX.
ADMINISTRATIVE AGENT

9.01Appointment and Authorization of Administrative Agent.

(a)Each of the Lenders and the L/C Issuer hereby irrevocably appoints, designates and authorizes the Administrative Agent to take such action on its behalf under the provisions of this Agreement and each other Loan Document and to exercise such powers and perform such duties as are expressly delegated to it by the terms of this Agreement or any other Loan Document (including, without limitation, as a secured party under any Security Document), together with such powers as are reasonably incidental thereto.  Notwithstanding any provision to the contrary contained elsewhere herein or in any other Loan Document, the Administrative Agent shall not have any duties or responsibilities, except those expressly set forth herein, nor shall the Administrative Agent have or be deemed to have any fiduciary relationship with any Lender or participant, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Agreement or any other Loan Document or otherwise exist against the Administrative Agent.  Without limiting the generality of the foregoing sentence, the use of the term “agent” herein and in the other Loan Documents with reference to the Administrative Agent is not intended to connote any fiduciary or other implied (or express) obligations arising under agency doctrine of any applicable Law.  Instead, such term is used merely as a matter of market custom, and is intended to create or reflect only an administrative relationship between independent contracting parties.

(b)The L/C Issuer shall act on behalf of the Lenders with respect to any Letters of Credit issued by it and the documents associated therewith, and the L/C Issuer shall have all of the benefits and immunities (i) provided to the Administrative Agent in this Article IX with respect to any acts taken or omissions suffered by the L/C Issuer in connection with Letters of Credit issued by it or proposed to be issued by it and the applications and agreements for letters of credit pertaining to such Letters of Credit as fully as if the term “Administrative Agent” as used in this Article IX and in the definition of “Agent-Related Person” included the L/C Issuer with respect to such acts or omissions, and (ii) as additionally provided herein with respect to the L/C Issuer.

(c)The provisions of this Article IX are solely for the benefit of the Administrative Agent, the Lenders and the L/C Issuer, and neither the Borrower nor any other Loan Party shall have rights as a third party beneficiary of any of such provisions.

9.02Delegation of Duties.  The Administrative Agent may execute any of its duties under this Agreement or any other Loan Document by or through agents, employees or attorneys-in-fact and shall be entitled to advice of counsel and other consultants or experts concerning all matters pertaining to such duties.  The Administrative Agent shall not be responsible for the negligence or misconduct of any agent or attorney-in-fact that it selects in the absence of gross negligence or willful misconduct.

9.03Liability of Administrative Agent.  No Agent-Related Person shall (a) be liable for any action taken or omitted to be taken by any of them under or in connection with this Agreement or any other Loan Document or the transactions contemplated hereby (in all cases, whether or not arising, in whole or in part, out of the negligence of such Agent-Related Person, except for its own gross negligence or willful misconduct in connection with its duties expressly set forth herein), or (b) be responsible in any manner to any Lender or participant for any recital, statement, representation or warranty made by any Loan Party or any officer thereof, contained

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herein or in any other Loan Document, or in any certificate, report, statement or other document referred to or provided for in, or received by the Administrative Agent under or in connection with, this Agreement or any other Loan Document, or the validity, effectiveness, genuineness, enforceability or sufficiency of this Agreement or any other Loan Document, or for any failure of any Loan Party or any other party to any Loan Document to perform its obligations hereunder or thereunder.  No Agent-Related Person shall be under any obligation to any Lender or participant to ascertain or to inquire as to the observance or performance of any of the agreements contained in, or conditions of, this Agreement or any other Loan Document, or to inspect the properties, books or records of any Loan Party or any Affiliate thereof.

9.04Reliance by Administrative Agent.

(a)The Administrative Agent shall be entitled to rely, and shall be fully protected in relying, upon any writing, communication, signature, resolution, representation, notice, consent, certificate, affidavit, letter, telegram, facsimile, telex or telephone message, electronic mail message, statement or other document or conversation believed by it to be genuine and correct and to have been signed, sent or made by the proper Person or Persons, and upon advice and statements of legal counsel (including counsel to any Loan Party), independent accountants and other experts selected by the Administrative Agent.  The Administrative Agent shall be fully justified in failing or refusing to take any action under any Loan Document unless it shall first receive such advice or concurrence of the Required Lenders as it deems appropriate and, if it so requests, it shall first be indemnified to its satisfaction by the Lenders against any and all liability and expense which may be incurred by it by reason of taking or continuing to take any such action.  The Administrative Agent shall in all cases be fully protected in acting, or in refraining from acting, under this Agreement or any other Loan Document in accordance with a request or consent of the Required Lenders (or such greater number of Lenders as may be expressly required hereby in any instance) and such request and any action taken or failure to act pursuant thereto shall be binding upon all the Lenders.

(b)For purposes of determining compliance with the conditions specified in Section 4.01, each Lender that has signed this Agreement shall be deemed to have consented to, approved or accepted or to be satisfied with, each document or other matter required thereunder to be consented to or approved by or acceptable or satisfactory to a Lender unless the Administrative Agent shall have received notice from such Lender prior to the proposed Closing Date specifying its objection thereto.

9.05Notice of Default.  The Administrative Agent shall not, except as expressly set forth herein and in the other Loan Documents, have any duty to disclose, and shall not be liable for the failure to disclose, any information relating to the Borrower or any of its Affiliates that is communicated to or obtained by the Person serving as the Administrative Agent or any of its Affiliates in any capacity.  The Administrative Agent shall not be deemed to have knowledge or notice of the occurrence of any Default, except with respect to defaults in the payment of principal, interest and fees required to be paid to the Administrative Agent for the account of the Lenders, unless the Administrative Agent shall have received written notice from a Lender or the Borrower referring to this Agreement, describing such Default and stating that such notice is a “notice of default.”  The Administrative Agent shall take such action with respect to such Default

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as may be directed by the Required Lenders (or such other number or percentage of the Lenders as shall be expressly provided for herein or in the other Loan Documents) in accordance with Article VIII; provided, however, that unless and until the Administrative Agent has received any such direction, the Administrative Agent may (but shall not be obligated to) take such action, or refrain from taking such action, with respect to such Default as it shall deem advisable or in the best interest of the Lenders.

9.06Credit Decision; Disclosure of Information by Administrative Agent.  Each Lender acknowledges that no Agent-Related Person has made any representation or warranty to it, and that no act by the Administrative Agent hereafter taken, including any consent to and acceptance of any assignment or review of the affairs of any Loan Party or any Affiliate thereof, shall be deemed to constitute any representation or warranty by any Agent-Related Person to any Lender as to any matter, including whether Agent-Related Persons have disclosed material information in their possession.  Each Lender represents to the Administrative Agent that it has, independently and without reliance upon any Agent-Related Person and based on such documents and information as it has deemed appropriate, made its own appraisal of and investigation into the business, prospects, operations, property, financial and other condition and creditworthiness of the Loan Parties and their respective Subsidiaries, and all applicable bank or other regulatory Laws relating to the transactions contemplated hereby, and made its own decision to enter into this Agreement and to extend credit to the Borrower hereunder.  Each Lender also represents that it will, independently and without reliance upon any Agent-Related Person and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit analysis, appraisals and decisions in taking or not taking action under this Agreement and the other Loan Documents, and to make such investigations as it deems necessary to inform itself as to the business, prospects, operations, property, financial and other condition and creditworthiness of the Borrower.  Except for notices, reports and other documents expressly required to be furnished to the Lenders by the Administrative Agent herein, the Administrative Agent shall not have any duty or responsibility to provide any Lender with any credit or other information concerning the business, prospects, operations, property, financial and other condition or creditworthiness of any of the Loan Parties or any of their respective Affiliates which may come into the possession of any Agent-Related Person.

9.07Indemnification of Administrative Agent.  Whether or not the transactions contemplated hereby are consummated, the Lenders shall indemnify upon demand each Agent-Related Person (to the extent not reimbursed by or on behalf of any Loan Party and without limiting the obligation of any Loan Party to do so), pro rata, and hold harmless each Agent-Related Person from and against any and all Indemnified Liabilities incurred by it, including any Indemnified Liabilities in all cases, whether or not caused by or arising, in whole or in part, out of the negligence of the Indemnitee; provided, however, that no Lender shall be liable for the payment to any Agent-Related Person of any portion of such Indemnified Liabilities to the extent determined in a final, nonappealable judgment by a court of competent jurisdiction to have resulted from such Agent-Related Person’s own gross negligence or willful misconduct; provided, however, that no action taken in accordance with the directions of the Required Lenders shall be deemed to constitute gross negligence or willful misconduct for purposes of this Section.  Without limitation of the foregoing, each Lender shall reimburse the Administrative Agent upon demand for its ratable share of any costs or out-of-pocket expenses (including

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Attorney Costs) incurred by the Administrative Agent in connection with the preparation, execution, delivery, administration, modification, amendment or enforcement (whether through negotiations, legal proceedings or otherwise) of, or legal advice in respect of rights or responsibilities under, this Agreement, any other Loan Document, or any document contemplated by or referred to herein, to the extent that the Administrative Agent is not reimbursed for such expenses by or on behalf of the Borrower.  The undertaking in this Section shall survive termination of the Aggregate Commitments, the payment of all other Obligations and the resignation of the Administrative Agent.

9.08Administrative Agent in its Individual Capacity.  Bank of America and its Affiliates may make loans to, issue letters of credit for the account of, accept deposits from, acquire equity interests in and generally engage in any kind of banking, trust, financial advisory, underwriting or other business with each of the Loan Parties and their respective Affiliates as though Bank of America were not the Administrative Agent or the L/C Issuer hereunder and without notice to or consent of the Lenders.  The Lenders acknowledge that, pursuant to such activities, Bank of America or its Affiliates may receive information regarding any Loan Party or its Affiliates (including information that may be subject to confidentiality obligations in favor of such Loan Party or such Affiliate) and acknowledge that the Administrative Agent shall be under no obligation to provide such information to them.  With respect to its Loans, Bank of America shall have the same rights and powers under this Agreement as any other Lender and may exercise such rights and powers as though it were not the Administrative Agent or the L/C Issuer, and the terms “Lender” and “Lenders” include Bank of America in its individual capacity.

9.09Successor Administrative Agent.  The Administrative Agent may resign as Administrative Agent upon 30 days’ notice to the Lenders.  If the Administrative Agent resigns under this Agreement, the Required Lenders shall appoint from among the Lenders a successor administrative agent for the Lenders, which successor administrative agent shall be consented to by the Borrower at all times other than during the existence of an Event of Default (which consent of the Borrower shall not be unreasonably withheld or delayed).  If no successor administrative agent is appointed prior to the effective date of the resignation of the Administrative Agent, the Administrative Agent may appoint, after consulting with the Lenders and the Borrower, a successor administrative agent from among the Lenders; provided that if the Administrative Agent shall notify the Borrower and the Lenders that no qualifying Person has accepted such appointment, then such resignation shall nonetheless become effective in accordance with such notice and (1) the retiring Administrative Agent shall be discharged from its duties and obligations hereunder and under the other Loan Documents (except that in the case of any collateral security held by the Administrative Agent on behalf of the Lenders or the L/C Issuer under any of the Loan Documents, the retiring Administrative Agent shall continue to hold such collateral security until such time as a successor Administrative Agent is appointed) and (2) all payments, communications and determinations provided to be made by, to or through the Administrative Agent shall instead be made by or to each Lender and the L/C Issuer directly, until such time as the Required Lenders appoint a successor Administrative Agent as provided for above in this Section.  Upon the acceptance of its appointment as successor administrative agent hereunder, the Person acting as such successor administrative agent shall succeed to all the rights, powers and duties of the retiring Administrative Agent and the term “Administrative Agent” shall mean such successor administrative agent and the retiring Administrative Agent’s

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appointment, powers and duties as Administrative Agent shall be terminated, without any other or further act or deed on the part of such retiring Administrative Agent.  After any retiring Administrative Agent’s resignation hereunder as Administrative Agent, the provisions of this Article IX and Sections 10.04 and 10.05 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Administrative Agent under this Agreement.

Any resignation by Bank of America as Administrative Agent pursuant to this Section shall also constitute its resignation as L/C Issuer.  Upon the acceptance of a successor’s appointment as Administrative Agent hereunder, (a) such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring L/C Issuer, (b) the retiring L/C Issuer shall be discharged from all of their respective duties and obligations hereunder or under the other Loan Documents, and (c) the successor L/C Issuer shall issue letters of credit in substitution for the Letters of Credit, if any, outstanding at the time of such succession or make other arrangement satisfactory to the retiring L/C Issuer to effectively assume the obligations of the retiring L/C Issuer with respect to such Letters of Credit.

9.10Administrative Agent May File Proofs of Claim.  In case of the pendency of any receivership, insolvency, liquidation, bankruptcy, reorganization, arrangement, adjustment, composition or other judicial proceeding relative to any Loan Party, the Administrative Agent (irrespective of whether the principal of any Loan or L/C Obligation shall then be due and payable as herein expressed or by declaration or otherwise and irrespective of whether the Administrative Agent shall have made any demand on the Borrower) shall be entitled and empowered, by intervention in such proceeding or otherwise

(a)to file and prove a claim for the whole amount of the principal and interest owing and unpaid in respect of the Loans, L/C Obligations and all other Obligations that are owing and unpaid and to file such other documents as may be necessary or advisable in order to have the claims of the Lenders and the Administrative Agent (including any claim for the reasonable compensation, expenses, disbursements and advances of the Lenders and the Administrative Agent and their respective agents and counsel and all other amounts due the Lenders and the Administrative Agent under Sections 2.03(i) and 2.03(j), 2.08 and 10.04) allowed in such judicial proceeding; and

(b)to collect and receive any monies or other property payable or deliverable on any such claims and to distribute the same;

and any custodian, receiver, assignee, trustee, liquidator, sequestrator or other similar official in any such judicial proceeding is hereby authorized by each Lender to make such payments to the Administrative Agent and, in the event that the Administrative Agent shall consent to the making of such payments directly to the Lenders, to pay to the Administrative Agent any amount due for the reasonable compensation, expenses, disbursements and advances of the Administrative Agent and its agents and counsel, and any other amounts due the Administrative Agent under Sections 2.08 and 10.04.

Nothing contained herein shall be deemed to authorize the Administrative Agent to authorize or consent to or accept or adopt on behalf of any Lender any plan of reorganization,

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arrangement, adjustment or composition affecting the Obligations or the rights of any Lender or to authorize the Administrative Agent to vote in respect of the claim of any Lender in any such proceeding.

9.11Collateral and Guaranty Matters.  The Lenders irrevocably authorize the Administrative Agent, at its option and in its discretion,

(a)to release any Lien on any property granted to or held by the Administrative Agent under any Loan Document (i) upon termination of the Aggregate Commitments and payment in full of all Obligations (other than contingent indemnification obligations) and the expiration or termination of all Letters of Credit, (ii) that is part of a Disposition of property permitted hereunder or under any other Loan Document or is permitted to be released under Section 6.13, or (iii) subject to Section 10.01, if approved, authorized or ratified in writing by the Required Lenders;

(b)to subordinate any Lien on any property granted to or held by the Administrative Agent under any Loan Document to the holder of any Lien on such property that is permitted by Section 7.01(i); and

(c)to release any Guarantor from its obligations under the Guaranty if such Person ceases to be a Subsidiary as a result of a transaction permitted hereunder or ceases to be a Guarantor as provided under Section 6.13.

Upon request by the Administrative Agent at any time, the Required Lenders will confirm in writing the Administrative Agent’s authority to release or subordinate its interest in particular types or items of property, or to release any Guarantor from its obligations under the Guaranty pursuant to this Section 9.11.

9.12Other Agents; Arrangers and Managers.  None of the Lenders or other Persons identified on the facing page or signature pages of this Agreement as a “syndication agent,” “documentation agent,” “co-agent,” “book manager,” “lead manager,” “arranger,” “lead arranger” or “co-arranger” shall have any right, power, obligation, liability, responsibility or duty under this Agreement other than, in the case of such Lenders, those applicable to all Lenders as such.  Without limiting the foregoing, none of the Lenders or other Persons so identified shall have or be deemed to have any fiduciary relationship with any Lender.  Each Lender acknowledges that it has not relied, and will not rely, on any of the Lenders or other Persons so identified in deciding to enter into this Agreement or in taking or not taking action hereunder.

ARTICLE X.
MISCELLANEOUS

10.01Amendments, Etc.  No amendment or waiver of any provision of this Agreement or any other Loan Document, and no consent to any departure by the Borrower or any other Loan Party therefrom, shall be effective unless in writing signed by the Required Lenders and the Borrower or the applicable Loan Party, as the case may be, and acknowledged by the Administrative Agent, and each such waiver or consent shall be effective only in the specific

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instance and for the specific purpose for which given; provided, however, that no such amendment, waiver or consent shall:

(a)waive any condition set forth in Section 4.01(a) or (b) without the written consent of each Lender;

(b)extend or increase the Commitment of any Lender (or reinstate any Commitment terminated pursuant to Section 8.02) without the written consent of such Lender;

(c)postpone any date fixed by this Agreement or any other Loan Document for any payment of principal, interest, fees or other amounts due to the Lenders (or any of them) hereunder or under any other Loan Document without the written consent of each Lender directly affected thereby;

(d)reduce the principal of, or the rate of interest specified herein on, any Loan or L/C Borrowing, or (subject to clause (iii) of the second proviso to this Section 10.01) any fees or other amounts payable hereunder or under any other Loan Document, or change the manner of computation of any financial ratio (including any change in any applicable defined term) used in determining the Applicable Rate that would result in a reduction of any interest rate on any Loan or any fee payable hereunder without the written consent of each Lender directly affected thereby; provided, however, that only the consent of the Required Lenders shall be necessary (i) to waive any obligation of the Borrower to pay interest at the Default Rate or (ii) to amend any financial covenant hereunder (or any defined term used therein) even if the effect of such amendment would be to reduce the rate of interest on any Loan or L/C Borrowing or to reduce any fee payable hereunder;

(e)change Section 2.12 or Section 8.03 in a manner that would alter the pro rata sharing of payments required thereby without the written consent of each Lender;

(f)change any provision of this Section or the definition of “Required Lenders” or any other provision hereof specifying the number or percentage of Lenders required to amend, waive or otherwise modify any rights hereunder or make any determination or grant any consent hereunder, without the written consent of each Lender;

(g)release any Guarantor from the Guaranty without the written consent of each Lender unless authorized by Section 6.13 or Section 9.11(c) or required by any applicable PUC or FERC; or

(h)release any Collateral from any Security Document without the written consent of each Lender unless authorized such release is authorized by Section 6.13 or Section 9.11(a) or required by any applicable PUC or FERC.

and, provided further, that (i) no amendment, waiver or consent shall, unless in writing and signed by the L/C Issuer in addition to the Lenders required above, affect the rights or duties of the L/C Issuer under this Agreement or any Letter of Credit Application relating to any Letter of Credit issued or to be issued by it; (ii) no amendment, waiver or consent shall, unless in writing and signed by the Administrative Agent in addition to the Lenders required above, affect the

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rights or duties of the Administrative Agent under this Agreement or any other Loan Document; and (iii) the Fee Letter may be amended, or rights or privileges thereunder waived, in a writing executed only by the parties thereto.  Notwithstanding anything to the contrary herein, no Defaulting Lender shall have any right to approve or disapprove any amendment, waiver or consent hereunder, except that the Commitment of such Lender may not be increased or extended without the consent of such Lender.

10.02Notices and Other Communications; Facsimile Copies.

(a)General.  Unless otherwise expressly provided herein, all notices and other communications provided for hereunder shall be in writing (including by facsimile transmission).  All such written notices shall be mailed, faxed or delivered to the applicable address, facsimile number or (subject to subsection (c) below) electronic mail address, and all notices and other communications expressly permitted hereunder to be given by telephone shall be made to the applicable telephone number, as follows:

(i)if to the Borrower, the Administrative Agent or the L/C Issuer, to the address, facsimile number, electronic mail address or telephone number specified for such Person on Schedule 10.02 or to such other address, facsimile number, electronic mail address or telephone number as shall be designated by such party in a notice to the other parties; and

(ii)if to any other Lender, to the address, facsimile number, electronic mail address or telephone number specified in its Administrative Questionnaire or to such other address, facsimile number, electronic mail address or telephone number as shall be designated by such party in a notice to the Borrower, the Administrative Agent and the L/C Issuer.

All such notices and other communications shall be deemed to be given or made upon the earlier to occur of (i) actual receipt by the relevant party hereto and (ii) (A) if delivered by hand or by courier, when signed for by or on behalf of the relevant party hereto; (B) if delivered by mail, four Business Days after deposit in the mails, postage prepaid; (C) if delivered by facsimile, when sent and receipt has been confirmed by telephone; and (D) if delivered by electronic mail (which form of delivery is subject to the provisions of subsection (c) below), when delivered; provided, however, that notices and other communications to the Administrative Agent and the L/C Issuer pursuant to Article II shall not be effective until actually received by such Person.  In no event shall a voicemail message be effective as a notice, communication or confirmation hereunder.

(b)Effectiveness of Facsimile Documents and Signatures.  Loan Documents may be transmitted and/or signed by facsimile.  The effectiveness of any such documents and signatures shall, subject to applicable Law, have the same force and effect as manually-signed originals and shall be binding on all Loan Parties, the Administrative Agent and the Lenders.  The Administrative Agent may also require that any such documents and signatures be confirmed by a manually-signed original thereof; provided, however, that the failure to request or deliver the same shall not limit the effectiveness of any facsimile document or signature.

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(c)Limited Use of Electronic Mail.  Electronic mail and Internet and intranet websites may be used only to distribute routine communications, such as financial statements and other information as provided in Section 6.01 and Section 6.02, and to distribute Loan Documents for execution by the parties thereto, and may not be used for any other purpose.

(d)Reliance by Administrative Agent and Lenders.  The Administrative Agent and the Lenders shall be entitled to rely and act upon any notices issued in accordance with Section 10.02(a) (including telephonic Loan Notices) purportedly given by or on behalf of the Borrower even if (i) such notices were not made in a manner specified herein, were incomplete or were not preceded or followed by any other form of notice specified herein, or (ii) the terms thereof, as understood by the recipient, varied from any confirmation thereof.  The Borrower shall indemnify each Agent-Related Person and each Lender from all losses, costs, expenses and liabilities resulting from the reliance by such Person on each notice purportedly given by or on behalf of the Borrower.  All telephonic notices to and other communications with the Administrative Agent may be recorded by the Administrative Agent, and each of the parties hereto hereby consents to such recording.

10.03No Waiver; Cumulative Remedies.  No failure by any Lender or the Administrative Agent to exercise, and no delay by any such Person in exercising, any right, remedy, power or privilege hereunder shall operate as a waiver thereof; nor shall any single or partial exercise of any right, remedy, power or privilege hereunder preclude any other or further exercise thereof or the exercise of any other right, remedy, power or privilege.  The rights, remedies, powers and privileges herein provided are cumulative and not exclusive of any rights, remedies, powers and privileges provided by law.

10.04Attorney Costs, Expenses and Taxes.  The Borrower agrees (a) to pay or reimburse the Administrative Agent for all reasonable costs and expenses incurred in connection with the development, preparation, negotiation and execution of this Agreement and the other Loan Documents and any amendment, waiver, consent or other modification of the provisions hereof and thereof (whether or not the transactions contemplated hereby or thereby are consummated), and the consummation and administration of the transactions contemplated hereby and thereby, including all Attorney Costs, and (b) to pay or reimburse the Administrative Agent and each Lender for all reasonable costs and expenses incurred in connection with the enforcement, attempted enforcement, or preservation of any rights or remedies under this Agreement or the other Loan Documents (including all such costs and expenses incurred during any “workout” or restructuring in respect of the Obligations and during any legal proceeding, including any proceeding under any Debtor Relief Law), including all Attorney Costs.  The foregoing costs and expenses shall include all reasonable search, filing, recording, title insurance and appraisal charges and fees and taxes related thereto, and other out-of-pocket expenses incurred by the Administrative Agent and the reasonable cost of independent public accountants and other outside experts retained by the Administrative Agent or any Lender.  All amounts due under this Section 10.04 shall be payable within ten Business Days after demand therefor.  The agreements in this Section shall survive the termination of the Aggregate Commitments and repayment of all other Obligations.

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10.05Indemnification by the Borrower.  Whether or not the transactions contemplated hereby are consummated, the Borrower shall indemnify and hold harmless each Agent-Related Person, each Lender and their respective Affiliates, directors, officers, employees, counsel, agents and attorneys-in-fact (collectively the “Indemnitees”) from and against any and all liabilities, obligations, losses, damages, penalties, claims, demands, actions, judgments, suits, costs, expenses and disbursements (including Attorney Costs) of any kind or nature whatsoever which may at any time be imposed on, incurred by or asserted against any such Indemnitee by any third party or by any Loan Party or in any way relating to or arising out of or in connection with (a) the execution, delivery, enforcement, performance or administration of any Loan Document or any other agreement, letter or instrument delivered in connection with the transactions contemplated thereby or the consummation of the transactions contemplated thereby, (b) any Commitment, Loan or Letter of Credit or the use or proposed use of the proceeds therefrom (including any refusal by the L/C Issuer to honor a demand for payment under a Letter of Credit if the documents presented in connection with such demand do not strictly comply with the terms of such Letter of Credit), (c) any actual or alleged presence or release of Hazardous Materials on or from any property currently or formerly owned or operated by the Borrower, any Subsidiary or any other Loan Party, or any Environmental Liability related in any way to the Borrower, any Subsidiary or any other Loan Party, or (d) any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other theory (including any investigation of, preparation for, or defense of any pending or threatened claim, investigation, litigation or proceeding) and regardless of whether any Indemnitee is a party thereto (all the foregoing, collectively, the “Indemnified Liabilities”), in all cases, whether or not caused by or arising, in whole or in part, out of the negligence of the Indemnitee; provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such liabilities, obligations, losses, damages, penalties, claims, demands, actions, judgments, suits, costs, expenses or disbursements are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the gross negligence or willful misconduct of such Indemnitee.  No Indemnitee shall be liable for any damages arising from the use by others of any information or other materials obtained through IntraLinks or other similar information transmission systems in connection with this Agreement, nor shall any Indemnitee have any liability for any indirect or consequential damages relating to this Agreement or any other Loan Document or arising out of its activities in connection herewith or therewith (whether before or after the Closing Date).  All amounts due under this Section 10.05 shall be payable within ten Business Days after demand therefor.  The agreements in this Section shall survive the resignation of the Administrative Agent, the replacement of any Lender, the termination of the Aggregate Commitments and the repayment, satisfaction or discharge of all the other Obligations.

10.06Reimbursement by Lenders.  To the extent that the Borrower for any reason fails to indefeasibly pay any amount required under Sections 10.04 or 10.05 to be paid by it to the Administrative Agent (or any sub-agent thereof), the L/C Issuer or any Agent-Related Person of any of the foregoing, each Lender severally agrees to pay to the Administrative Agent (or any such sub-agent), the L/C Issuer or such Agent-Related Person, as the case may be, such Lender’s Applicable Percentage (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought) of such unpaid amount, provided that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by

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or asserted against the Administrative Agent (or any such sub-agent) or the L/C Issuer in its capacity as such, or against any Agent-Related Person of any of the foregoing acting for the Administrative Agent (or any such sub-agent) or L/C Issuer in connection with such capacity.  The obligations of the Lenders under this Section 10.06 are subject to the provisions of Section 2.11(d).

10.07Payments Set Aside.  To the extent that any payment by or on behalf of the Borrower is made to the Administrative Agent or any Lender, or the Administrative Agent or any Lender exercises its right of set-off, and such payment or the proceeds of such set-off or any part thereof is subsequently invalidated, declared to be fraudulent or preferential, set aside or required (including pursuant to any settlement entered into by the Administrative Agent or such Lender in its discretion) to be repaid to a trustee, receiver or any other party, in connection with any proceeding under any Debtor Relief Law or otherwise, then (a) to the extent of such recovery, the obligation or part thereof originally intended to be satisfied shall be revived and continued in full force and effect as if such payment had not been made or such set-off had not occurred, and (b) each Lender severally agrees to pay to the Administrative Agent upon demand its applicable share of any amount so recovered from or repaid by the Administrative Agent, plus interest thereon from the date of such demand to the date such payment is made at a rate per annum equal to the Federal Funds Rate from time to time in effect.

10.08Successors and Assigns.

(a)The provisions of this Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns permitted hereby, except that the Borrower may not assign or otherwise transfer any of its rights or obligations hereunder without the prior written consent of each Lender and no Lender may assign or otherwise transfer any of its rights or obligations hereunder except (i) to an Eligible Assignee in accordance with the provisions of subsection (b) of this Section, (ii) by way of participation in accordance with the provisions of subsection (d) of this Section, or (iii) by way of pledge or assignment of a security interest subject to the restrictions of subsection (f) of this Section (and any other attempted assignment or transfer by any party hereto shall be null and void).  Nothing in this Agreement, expressed or implied, shall be construed to confer upon any Person (other than the parties hereto, their respective successors and assigns permitted hereby, Participants to the extent provided in subsection (d) of this Section and, to the extent expressly contemplated hereby, the Indemnitees) any legal or equitable right, remedy or claim under or by reason of this Agreement.

(b)Any Lender may at any time assign to one or more Eligible Assignees all or a portion of its rights and obligations under this Agreement (including all or a portion of its Commitment and the Loans (including for purposes of this subsection (b), participations in L/C Obligations) at the time owing to it); provided that (i) except in the case of an assignment of the entire remaining amount of the assigning Lender’s Commitment and the Loans at the time owing to it or in the case of an assignment to a Lender or an Affiliate of a Lender or an Approved Fund (as defined in subsection (g) of this Section) with respect to a Lender, the aggregate amount of the Commitment (which for this purpose includes Loans outstanding thereunder) subject to each such assignment, determined as of the date the Assignment and Assumption with respect to such assignment is delivered to the Administrative Agent or, if “Trade Date” is specified in the

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Assignment and Assumption, as of the Trade Date, shall not be less than $5,000,000 unless each of the Administrative Agent and, so long as no Event of Default has occurred and is continuing, the Borrower otherwise consents (each such consent not to be unreasonably withheld or delayed); (ii) each partial assignment shall be made as an assignment of a proportionate part of all the assigning Lender’s rights and obligations under this Agreement with respect to the Loans or the Commitment assigned; (iii) any assignment of a Commitment must be approved by the Administrative Agent and the L/C Issuer unless the Person that is the proposed assignee is itself a Lender (whether or not the proposed assignee would otherwise qualify as an Eligible Assignee); and (iv) the parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and Assumption, together with a processing and recordation fee of $3,500.  Subject to acceptance and recording thereof by the Administrative Agent pursuant to subsection (c) of this Section, from and after the effective date specified in each Assignment and Assumption, the Eligible Assignee thereunder shall be a party to this Agreement and, to the extent of the interest assigned by such Assignment and Assumption, have the rights and obligations of a Lender under this Agreement, and the assigning Lender thereunder shall, to the extent of the interest assigned by such Assignment and Assumption, be released from its obligations under this Agreement (and, in the case of an Assignment and Assumption covering all of the assigning Lender’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto but shall continue to be entitled to the benefits of Sections 3.01, 3.04, 3.05, 10.04 and 10.05, with respect to facts and circumstances occurring prior to the effective date of such assignment).  Upon request, the Borrower (at its expense) shall execute and deliver a Note to the assignee Lender.  Any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this subsection shall be treated for purposes of this Agreement as a sale by such Lender of a participation in such rights and obligations in accordance with subsection (d) of this Section.

(c)The Administrative Agent, acting solely for this purpose as an agent of the Borrower, shall maintain at the Administrative Agent’s Office a copy of each Assignment and Assumption delivered to it and a register for the recordation of the names and addresses of the Lenders, and the Commitments of, and principal amounts of the Loans and L/C Obligations owing to, each Lender pursuant to the terms hereof from time to time (the “Register”).  The entries in the Register shall be conclusive, and the Borrower, the Administrative Agent and the Lenders may treat each Person whose name is recorded in the Register pursuant to the terms hereof as a Lender hereunder for all purposes of this Agreement, notwithstanding notice to the contrary.  The Register shall be available for inspection by the Borrower and any Lender, at any reasonable time and from time to time upon reasonable prior notice.

(d)Any Lender may at any time, without the consent of, or notice to, the Borrower or the Administrative Agent, sell participations to any Person (other than a natural person or the Borrower or any of the Borrower’s Affiliates or Subsidiaries) (each, a “Participant”) in all or a portion of such Lender’s rights and/or obligations under this Agreement (including all or a portion of its Commitment and/or the Loans (including such Lender’s participations in L/C Obligations) owing to it); provided that (i) such Lender’s obligations under this Agreement shall remain unchanged, (ii) such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations and (iii) the Borrower, the Administrative Agent and the other Lenders shall continue to deal solely and directly with such

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Lender in connection with such Lender’s rights and obligations under this Agreement.  Any agreement or instrument pursuant to which a Lender sells such a participation shall provide that such Lender shall retain the sole right to enforce this Agreement and to approve any amendment, modification or waiver of any provision of this Agreement; provided that such agreement or instrument may provide that such Lender will not, without the consent of the Participant, agree to any amendment, waiver or other modification described in the first proviso to Section 10.01 that directly affects such Participant.  Subject to subsection (e) of this Section, the Borrower agrees that each Participant shall be entitled to the benefits of Sections 3.01, 3.04 and 3.05 to the same extent as if it were a Lender and had acquired its interest by assignment pursuant to subsection (b) of this Section.  To the extent permitted by law, each Participant also shall be entitled to the benefits of Section 10.09 as though it were a Lender, provided such Participant agrees to be subject to Section 2.12 as though it were a Lender.

(e)A Participant shall not be entitled to receive any greater payment under Section 3.01 or 3.04 than the applicable Lender would have been entitled to receive with respect to the participation sold to such Participant, unless the sale of the participation to such Participant is made with the Borrower’s prior written consent.  A Participant that would be a Foreign Lender if it were a Lender shall not be entitled to the benefits of Section 3.01 unless the Borrower is notified of the participation sold to such Participant and such Participant agrees, for the benefit of the Borrower, to comply with Section 10.15 as though it were a Lender.

(f)Any Lender may at any time pledge or assign a security interest in all or any portion of its rights under this Agreement (including under its Note, if any) to secure obligations of such Lender, including any pledge or assignment to secure obligations to a Federal Reserve Bank; provided that no such pledge or assignment shall release such Lender from any of its obligations hereunder or substitute any such pledgee or assignee for such Lender as a party hereto.

(g)As used herein, the following terms have the following meanings:

“Approved Fund” means any Fund that is administered or managed by (a) a Lender, (b) an Affiliate of a Lender or (c) an entity or an Affiliate of an entity that administers or manages a Lender.

“Eligible Assignee” means (a) a Lender; (b) an Affiliate of a Lender; (c) an Approved Fund; and (d) any other Person (other than a natural person) approved by (i) the Administrative Agent and the L/C Issuer, and (ii) unless an Event of Default has occurred and is continuing, the Borrower (each such approval not to be unreasonably withheld or delayed); provided that notwithstanding the foregoing, “Eligible Assignee” shall not include the Borrower or any of the Borrower’s Affiliates or Subsidiaries and, provided further, that any such Eligible Assignee shall have capital and surplus in excess of $1,000,000,000 and, in Administrative Agent’s reasonable opinion, has experience in lending to companies in the oil and gas business.

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“Fund” means any Person (other than a natural person) that is (or will be) engaged in making, purchasing, holding or otherwise investing in commercial loans and similar extensions of credit in the ordinary course of its business.

10.09Confidentiality.  Each of the Administrative Agent and the Lenders agrees to maintain the confidentiality of the Information (as defined below), except that Information may be disclosed (a) to its and its Affiliates’ directors, officers, employees and agents, including accountants, legal counsel and other advisors (it being understood that the Persons to whom such disclosure is made will be informed of the confidential nature of such Information and instructed to keep such Information confidential); (b) to the extent requested by any regulatory authority; (c) to the extent required by applicable laws or regulations or by any subpoena or similar legal process; (d) to any other party to this Agreement; (e) in connection with the exercise of any remedies hereunder or any suit, action or proceeding relating to this Agreement or the enforcement of rights hereunder; (f) subject to an agreement containing provisions substantially the same as those of this Section, to (i) any Eligible Assignee of or Participant in, or any prospective Eligible Assignee of or Participant in, any of its rights or obligations under this Agreement or (ii) any direct or indirect contractual counterparty or prospective counterparty (or such contractual counterparty’s or prospective counterparty’s professional advisor) to any credit derivative transaction relating to obligations of the Loan Parties; (g) with the consent of the Borrower; (h) to the extent such Information (i) becomes publicly available other than as a result of a breach of this Section or (ii) becomes available to the Administrative Agent or any Lender on a nonconfidential basis from a source other than the Borrower; or (i) to the National Association of Insurance Commissioners or any other similar organization.  In addition, the Administrative Agent and the Lenders may disclose the existence of this Agreement and information about this Agreement to market data collectors, similar service providers to the lending industry, and service providers to the Administrative Agent and the Lenders in connection with the administration and management of this Agreement, the other Loan Documents, the Commitments, and the Credit Extensions.  For the purposes of this Section, “Information” means all information received from any Loan Party relating to any Loan Party or its business, other than any such information that is available to the Administrative Agent or any Lender on a nonconfidential basis prior to disclosure by any Loan Party; provided that, in the case of information received in writing from a Loan Party after the date hereof, such information is clearly identified in writing at the time of delivery as confidential.  Any Person required to maintain the confidentiality of Information as provided in this Section shall be considered to have complied with its obligation to do so if such Person has exercised the same degree of care to maintain the confidentiality of such Information as such Person would accord to its own confidential information.

10.10Set-off.  In addition to any rights and remedies of the Lenders provided by law, upon the occurrence and during the continuance of any Event of Default, each Lender is authorized at any time and from time to time, without prior notice to the Borrower or any other Loan Party, any such notice being waived by the Borrower (on its own behalf and on behalf of each Loan Party) to the fullest extent permitted by law, to set off and apply any and all deposits (general or special, time or demand, provisional or final) at any time held by, and other indebtedness at any time owing by, such Lender to or for the credit or the account of the respective Loan Parties against any and all Obligations owing to such Lender hereunder or under

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any other Loan Document, now or hereafter existing, irrespective of whether or not the Administrative Agent or such Lender shall have made demand under this Agreement or any other Loan Document and although such Obligations may be contingent or unmatured or denominated in a currency different from that of the applicable deposit or indebtedness.  Each Lender agrees promptly to notify the Borrower and the Administrative Agent after any such set-off and application made by such Lender; provided, however, that the failure to give such notice shall not affect the validity of such set-off and application.

10.11Interest Rate Limitation.  Agent, LC Issuer, Lenders, the Borrower and Guarantors intend to contract in strict compliance with applicable usury law from time to time in effect.  In furtherance thereof such Persons stipulate and agree that none of the terms and provisions contained in the Loan Documents shall ever be construed to create a contract to pay, for the use, forbearance or detention of money, interest in excess of the maximum amount of interest permitted to be charged by applicable law from time to time in effect.  Neither the Borrower nor any Guarantor nor any present or future guarantors, endorsers, or other Persons hereafter becoming liable for payment of any Obligation shall ever be liable for unearned interest thereon or shall ever be required to pay interest thereon in excess of the maximum amount that may be lawfully charged under applicable law from time to time in effect, and the provisions of this section shall control over all other provisions of the Loan Documents which may be in conflict or apparent conflict herewith.  Agent, LC Issuer and Lenders expressly disavow any intention to charge or collect excessive unearned interest or finance charges in the event the maturity of any Obligation is accelerated.  If (a) the maturity of any Obligation is accelerated for any reason, (b) any Obligation is prepaid and as a result any amounts held to constitute interest are determined to be in excess of the legal maximum, or (c) Agent, LC Issuer or any Lender or any other holder of any or all of the Obligations shall otherwise collect moneys which are determined to constitute interest which would otherwise increase the interest on any or all of the Obligations to an amount in excess of that permitted to be charged by applicable law then in effect, then all sums determined to constitute interest in excess of such legal limit shall, without penalty, be promptly applied to reduce the then outstanding principal of the related Obligations or, at Agent’s, LC Issuer’s or such Lender’s or holder’s option, promptly returned to the Borrower or the other payor thereof upon such determination.  In determining whether or not the interest paid or payable, under any specific circumstance, exceeds the maximum amount permitted under applicable law, Agent, LC Issuer, Lenders and the Related Persons (and any other payors thereof) shall to the greatest extent permitted under applicable law, (i) characterize any non-principal payment as an expense, fee or premium rather than as interest, (ii) exclude voluntary prepayments and the effects thereof, and (iii) amortize, prorate, allocate, and spread the total amount of interest throughout the entire contemplated term of the instruments evidencing the Obligations in accordance with the amounts outstanding from time to time thereunder and the maximum legal rate of interest from time to time in effect under applicable law in order to lawfully charge the maximum amount of interest permitted under applicable law.  In the event applicable law provides for an interest ceiling under Chapter 303 of the Texas Finance Code, as amended, for that day, the ceiling shall be the “weekly ceiling” as defined in the Texas Finance Code, provided that if any applicable law permits greater interest, the law permitting the greatest interest shall apply and shall be used when appropriate in determining the Highest Lawful Rate.  As used in this section the term “applicable law” means the laws of the

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State of Texas or the laws of the United States of America, whichever laws allow the greater interest, as such laws now exist or may be changed or amended or come into effect in the future.

10.12Counterparts.  This Agreement may be executed in one or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.  This Agreement may be duly executed by facsimile or other electronic transmission.

10.13Integration.  This Agreement, together with the other Loan Documents, comprises the complete and integrated agreement of the parties on the subject matter hereof and thereof and supersedes all prior agreements, written or oral, on such subject matter.  In the event of any conflict between the provisions of this Agreement and those of any other Loan Document, the provisions of this Agreement shall control; provided that the inclusion of supplemental rights or remedies in favor of the Administrative Agent or the Lenders in any other Loan Document shall not be deemed a conflict with this Agreement.  Each Loan Document was drafted with the joint participation of the respective parties thereto and shall be construed neither against nor in favor of any party, but rather in accordance with the fair meaning thereof.

10.14Survival of Representations and Warranties.  All representations and warranties made hereunder and in any other Loan Document or other document delivered pursuant hereto or thereto or in connection herewith or therewith shall survive the execution and delivery hereof and thereof.  Such representations and warranties have been or will be relied upon by the Administrative Agent and each Lender, regardless of any investigation made by the Administrative Agent or any Lender or on their behalf and notwithstanding that the Administrative Agent or any Lender may have had notice or knowledge of any Default at the time of any Credit Extension, and shall continue in full force and effect as long as any Loan or any other Obligation hereunder shall remain unpaid or unsatisfied or any Letter of Credit shall remain outstanding.

10.15Severability.  If any provision of this Agreement or the other Loan Documents is held to be illegal, invalid or unenforceable, (a) the legality, validity and enforceability of the remaining provisions of this Agreement and the other Loan Documents shall not be affected or impaired thereby and (b) the parties shall endeavor in good faith negotiations to replace the illegal, invalid or unenforceable provisions with valid provisions the economic effect of which comes as close as possible to that of the illegal, invalid or unenforceable provisions.  The invalidity of a provision in a particular jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction.

10.16Tax Forms.

(a)(i)Each Lender that is not a “United States person” within the meaning of Section 7701(a)(30) of the Code (a “Foreign Lender”) shall deliver to the Administrative Agent, prior to receipt of any payment subject to withholding under the Code (or upon accepting an assignment of an interest herein), two duly signed completed copies of either IRS Form W-8BEN or any successor thereto (relating to such Foreign Lender and entitling it to an exemption from, or reduction of, withholding tax on all

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payments to be made to such Foreign Lender by the Borrower pursuant to this Agreement) or IRS Form W-8ECI or any successor thereto (relating to all payments to be made to such Foreign Lender by the Borrower pursuant to this Agreement) or such other evidence satisfactory to the Borrower and the Administrative Agent that such Foreign Lender is entitled to an exemption from, or reduction of, U.S. withholding tax, including any exemption pursuant to Section 881(c) of the Code.  Thereafter and from time to time, each such Foreign Lender shall (A) promptly submit to the Administrative Agent such additional duly completed and signed copies of one of such forms (or such successor forms as shall be adopted from time to time by the relevant United States taxing authorities) as may then be available under then current United States laws and regulations to avoid, or such evidence as is satisfactory to the Borrower and the Administrative Agent of any available exemption from or reduction of, United States withholding taxes in respect of all payments to be made to such Foreign Lender by the Borrower pursuant to this Agreement, (B) promptly notify the Administrative Agent of any change in circumstances which would modify or render invalid any claimed exemption or reduction, and (C) take such steps as shall not be materially disadvantageous to it, in the reasonable judgment of such Lender, and as may be reasonably necessary (including the re-designation of its Lending Office) to avoid any requirement of applicable Laws that the Borrower make any deduction or withholding for taxes from amounts payable to such Foreign Lender.

(ii)Each Foreign Lender, to the extent it does not act or ceases to act for its own account with respect to any portion of any sums paid or payable to such Lender under any of the Loan Documents (for example, in the case of a typical participation by such Lender), shall deliver to the Administrative Agent on the date when such Foreign Lender ceases to act for its own account with respect to any portion of any such sums paid or payable, and at such other times as may be necessary in the determination of the Administrative Agent (in the reasonable exercise of its discretion), (A) two duly signed completed copies of the forms or statements required to be provided by such Lender as set forth above, to establish the portion of any such sums paid or payable with respect to which such Lender acts for its own account that is not subject to U.S. withholding tax, and (B) two duly signed completed copies of IRS Form W-8IMY (or any successor thereto), together with any information such Lender chooses to transmit with such form, and any other certificate or statement of exemption required under the Code, to establish that such Lender is not acting for its own account with respect to a portion of any such sums payable to such Lender.

(iii)The Borrower shall not be required to pay any additional amount to any Foreign Lender under Section 3.01 (A) with respect to any Taxes required to be deducted or withheld on the basis of the information, certificates or statements of exemption such Lender transmits with an IRS Form W-8IMY pursuant to this Section 10.16(a) or (B) if such Lender shall have failed to satisfy the foregoing provisions of this Section 10.16(a); provided that if such Lender shall have satisfied the requirement of this Section 10.16(a) on the date such Lender became a Lender or ceased to act for its own account with respect to any payment under any of the Loan Documents, nothing in this Section 10.16(a) shall relieve the Borrower of its obligation to pay any amounts pursuant

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to Section 3.01 in the event that, as a result of any change in any applicable law, treaty or governmental rule, regulation or order, or any change in the interpretation, administration or application thereof, such Lender is no longer properly entitled to deliver forms, certificates or other evidence at a subsequent date establishing the fact that such Lender or other Person for the account of which such Lender receives any sums payable under any of the Loan Documents is not subject to withholding or is subject to withholding at a reduced rate.

(iv)The Administrative Agent may, without reduction, withhold any Taxes required to be deducted and withheld from any payment under any of the Loan Documents with respect to which the Borrower is not required to pay additional amounts under this Section 10.16(a).

(b)Upon the request of the Administrative Agent, each Lender that is a “United States person” within the meaning of Section 7701(a)(30) of the Code shall deliver to the Administrative Agent two duly signed completed copies of IRS Form W-9.  If such Lender fails to deliver such forms, then the Administrative Agent may withhold from any interest payment to such Lender an amount equivalent to the applicable back-up withholding tax imposed by the Code, without reduction.

(c)If any Governmental Authority asserts that the Administrative Agent did not properly withhold or backup withhold, as the case may be, any tax or other amount from payments made to or for the account of any Lender, such Lender shall indemnify the Administrative Agent therefor, including all penalties and interest, any taxes imposed by any jurisdiction on the amounts payable to the Administrative Agent under this Section, and costs and expenses (including Attorney Costs) of the Administrative Agent.  The obligation of the Lenders under this Section shall survive the termination of the Aggregate Commitments, repayment of all other Obligations hereunder and the resignation of the Administrative Agent.

10.17Replacement of Lenders.  Under any circumstances set forth herein providing that the Borrower shall have the right to replace a Lender as a party to this Agreement, the Borrower may, upon notice to such Lender and the Administrative Agent, replace such Lender by causing such Lender to assign its Commitment (with the assignment fee to be paid by the Borrower in such instance) pursuant to Section 10.08(b) to one or more other Lenders or Eligible Assignees procured by the Borrower; provided, however, that if the Borrower elects to exercise such right with respect to any Lender pursuant to Section 3.06(b), it shall be obligated to replace all Lenders that have made similar requests for compensation pursuant to Section 3.01 or 3.04.  The Borrower shall (x) pay in full all principal, interest, fees and other amounts owing to such Lender through the date of replacement (including any amounts payable pursuant to Section 3.05), (y) provide appropriate assurances and indemnities (which may include letters of credit) to the L/C Issuer as it may reasonably require with respect to any continuing obligation to fund participation interests in any L/C Obligations then outstanding, and (z) release such Lender from its obligations under the Loan Documents.  Any Lender being replaced shall execute and deliver an Assignment and Assumption with respect to such Lender’s Commitment and outstanding Loans and participations in L/C Obligations.

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10.18Governing Law.

(a)THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAW OF THE STATE OF TEXAS APPLICABLE TO AGREEMENTS MADE AND TO BE PERFORMED ENTIRELY WITHIN SUCH STATE; PROVIDED THAT THE ADMINISTRATIVE AGENT AND EACH LENDER SHALL RETAIN ALL RIGHTS ARISING UNDER FEDERAL LAW.

(b)ANY LEGAL ACTION OR PROCEEDING WITH RESPECT TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT MAY BE BROUGHT IN THE COURTS OF THE STATE OF TEXAS SITTING IN DALLAS OR OF THE UNITED STATES FOR THE NORTHERN DISTRICT OF SUCH STATE, AND BY EXECUTION AND DELIVERY OF THIS AGREEMENT, THE BORROWER, THE ADMINISTRATIVE AGENT AND EACH LENDER CONSENTS, FOR ITSELF AND IN RESPECT OF ITS PROPERTY, TO THE NON-EXCLUSIVE JURISDICTION OF THOSE COURTS.  THE BORROWER, THE ADMINISTRATIVE AGENT AND EACH LENDER IRREVOCABLY WAIVES ANY OBJECTION, INCLUDING ANY OBJECTION TO THE LAYING OF VENUE OR BASED ON THE GROUNDS OF FORUM NON CONVENIENS, WHICH IT MAY NOW OR HEREAFTER HAVE TO THE BRINGING OF ANY ACTION OR PROCEEDING IN SUCH JURISDICTION IN RESPECT OF ANY LOAN DOCUMENT OR OTHER DOCUMENT RELATED THERETO.  THE BORROWER, THE ADMINISTRATIVE AGENT AND EACH LENDER WAIVES PERSONAL SERVICE OF ANY SUMMONS, COMPLAINT OR OTHER PROCESS, WHICH MAY BE MADE BY ANY OTHER MEANS PERMITTED BY THE LAW OF SUCH STATE.

CHAPTER 346 OF THE TEXAS FINANCE CODE (THE “TEXAS FINANCE CODE”) AS AMENDED (WHICH REGULATES CERTAIN REVOLVING CREDIT LOAN ACCOUNTS AND REVOLVING TRI-PARTY ACCOUNTS) DOES NOT APPLY TO THIS AGREEMENT OR TO THE NOTES.

10.19Waiver of Right to Trial by Jury.  EACH PARTY TO THIS AGREEMENT HEREBY EXPRESSLY WAIVES ANY RIGHT TO TRIAL BY JURY OF ANY CLAIM, DEMAND, ACTION OR CAUSE OF ACTION ARISING UNDER ANY LOAN DOCUMENT OR IN ANY WAY CONNECTED WITH OR RELATED OR INCIDENTAL TO THE DEALINGS OF THE PARTIES HERETO OR ANY OF THEM WITH RESPECT TO ANY LOAN DOCUMENT, OR THE TRANSACTIONS RELATED THERETO, IN EACH CASE WHETHER NOW EXISTING OR HEREAFTER ARISING, AND WHETHER FOUNDED IN CONTRACT OR TORT OR OTHERWISE; AND EACH PARTY HEREBY AGREES AND CONSENTS THAT ANY SUCH CLAIM, DEMAND, ACTION OR CAUSE OF ACTION SHALL BE DECIDED BY COURT TRIAL WITHOUT A JURY, AND THAT ANY PARTY TO THIS AGREEMENT MAY FILE AN ORIGINAL COUNTERPART OR A COPY OF THIS SECTION WITH ANY COURT AS WRITTEN EVIDENCE OF THE CONSENT OF THE SIGNATORIES HERETO TO THE WAIVER OF THEIR RIGHT TO TRIAL BY JURY.

10.20ENTIRE AGREEMENT.  THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS REPRESENT THE FINAL AGREEMENT AMONG THE PARTIES AND

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MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS, OR SUBSEQUENT ORAL AGREEMENTS OF THE PARTIES.  THERE ARE NO UNWRITTEN ORAL AGREEMENTS AMONG THE PARTIES.

10.21Restatement.  This Agreement restates and amends the Existing Credit Agreement in its entirety, and all of the terms and provisions hereof shall supersede the terms and provisions thereof.

10.22Return of Original Mortgage.  Each Lender that was a party to the Existing Credit Agreement agrees to return to the Borrower its original counterpart of the Mortgage (as defined in the Existing Credit Agreement), to the extent practicable.  Each such Lender hereby further authorizes Administrative Agent to release all liens, security interests and other rights and interests created by such Mortgage.

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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed as of the date first above written.

WESTERN GAS RESOURCES, INC.
By:	/s/ William J. Krysiak
	William J. Krysiak Executive Vice President and Chief Financial Officer

BANK OF AMERICA, N.A., as Administrative Agent
By:	/s/ Richard L. Stein
Name:  Richard L. Stein
Title:  Principal

BANK OF AMERICA, N.A., as a Lender and L/C Issuer
By:	/s/ Richard L. Stein
Name:  Richard L. Stein
Title:  Principal

BANK OF OKLAHOMA, N.A., as a Lender
By:	/s/ Thomas M. Foncannon
Name:  Thomas M. Foncannon
Title:  Senior Vice President

BNP PARIBAS, as a Lender
By:	/s/ J. Onischuk
Name: J. Onischuk
Title:  Director
By:	/s/ Greg Smothers
Name:  Greg Smothers
Title: Vice President

COMERICA BANK, as a Lender
By:	/s/ Peter L. Sefzik
Name:  Peter L. Sefzik
Title:  Vice President

COMPASS BANK, as a Lender
By:	/s/ John M. Falbo
Name:  John M. Falbo
Title:  Senior Vice President

JPMORGAN CHASE BANK, as a Lender
By:	/s/ Robert C. Mertensotto
Name:  Robert C. Mertensotto
Title:  Managing Director

KEYBANK NATIONAL ASSOCIATION, as a Lender
By:	/s/ Thomas Rajan
Name:  Thomas Rajan
Title:  Vice President

THE ROYAL BANK OF SCOTLAND plc, as a Lender
By:	/s/ Kevin J. Howard
Name:  Kevin J. Howard
Title:  Managing Director

UNION BANK OF CALIFORNIA, N.A., as a Lender
By:	/s/ Kimberly Coil
Name:  Kimberly Coil
Title:  Assistant Vice President
By:	/s/ John Clark
Name:  John Clark
Title:  Vice President

U.S. BANK NATIONAL ASSOCIATION, as a Lender
By:	/s/ Kathryn A. Gaiter
Name:  Kathryn A. Gaiter
Title: Vice President

WACHOVIA BANK, NATIONAL ASSOCIATION, as a Lender
By:	/s/ Philip Trinder
Name:  Philip Trinder
Title:  Vice President

WELLS FARGO BANK, N.A., as a Lender
By:	/s/ Karen L. Rogers
Name:  Karen L. Rogers
Title:  Vice President

EX-10.2

Exhibit 10.2

[EXECUTION]

CONTINUING GUARANTY

THIS GUARANTY (this “Guaranty”) is made as of June 29, 2004, by the undersigned guarantor (whether one or more “Guarantor”, and if more than one jointly and severally), in favor of BANK OF AMERICA, N.A., as administrative agent for the Lenders under the Credit Agreement as defined below (in such capacity, “Agent”).

FOR VALUE RECEIVED, the sufficiency of which is hereby acknowledged, and in consideration of any credit and/or financial accommodation heretofore or hereafter from time to time made or granted to WESTERN GAS RESOURCES, INC. (the “Borrower”) by Lenders and any other subsidiaries or affiliates of Lenders and their successors and assigns, pursuant to the Credit Agreement the undersigned hereby furnishes its guaranty of the Guaranteed Obligations (as hereinafter defined) as follows:

1.Guaranty.  The Guarantor hereby absolutely and unconditionally guarantees, as a guarantee of payment and not merely as a guarantee of collection, prompt payment when due, whether at stated maturity, upon acceleration or otherwise, and at all times thereafter, of any and all existing and future indebtedness and liabilities of every kind, nature and character, direct or indirect, absolute or contingent, liquidated or unliquidated, voluntary or involuntary, of the Borrower to (i) the Agent and the Lenders arising under that certain Amended and Restated Credit Agreement of even date herewith between the Borrower, Agent and the Lenders (the “Credit Agreement”; terms used and not defined herein shall have the meaning given them in the Credit Agreement) and all instruments, agreements and other documents of every kind and nature now or hereafter executed in connection with the Credit Agreement (including all renewals, extensions and modifications thereof and all reasonable costs, attorneys’ fees and expenses incurred by the Agent or any Lender in connection with the collection or enforcement thereof owed pursuant to the Loan Documents) and (ii) any Lender or any Affiliate of any Lender arising under any Swap Contract between Borrower or any Affiliate of Borrower and any Lender or any Affiliate of any Lender (collectively, the “Guaranteed Obligations”) absent manifest error.  The Lenders’ books and records showing the amount of the Guaranteed Obligations shall be admissible in evidence in any action or proceeding, and shall be binding upon the Guarantor and conclusive for the purpose of establishing the amount of the Guaranteed Obligations.  This Guaranty shall not be affected by the genuineness, validity, regularity or enforceability of the Guaranteed Obligations or any instrument or agreement evidencing any Guaranteed Obligations, or by the existence, validity, enforceability, perfection, or extent of any collateral therefor, or by any fact or circumstance relating to the Guaranteed Obligations which might otherwise constitute a defense to the obligations of the Guarantor under this Guaranty.  Each of the undersigned hereby agrees that its obligations hereunder shall be limited to an aggregate amount equal to the largest amount that would not render its obligations hereunder subject to avoidance under Section 548 of the Bankruptcy Code (Title 11, United States Code) or any comparable provisions of any applicable state law.

2.No Setoff or Deductions; Taxes. The Guarantor represents and warrants that it is incorporated/organized and resident in the United States of America. All payments by the Guarantor hereunder shall be paid in full, without setoff or counterclaim or any deduction or withholding whatsoever, including, without limitation, for any and all present and future taxes. If the Guarantor must make a payment under this Guaranty, the Guarantor represents and warrants that it will make the payment

from one of its U.S. resident offices to the Agent, for the benefit of the Lenders, so that no withholding tax is imposed on the payment.  If notwithstanding the foregoing, the Guarantor makes a payment under this Guaranty to which foreign withholding tax applies, or any taxes (other than taxes on net income (a) imposed by the country or any subdivision of the country in which any Lender’s principal office or actual lending office is located and (b) measured by the United States taxable income such Lender would have received if all payments under or in respect of this Guaranty were exempt from taxes levied by the Guarantor’s country) are at any time imposed on any payments under or in respect of this Guaranty including, but not limited to, payments made pursuant to this Paragraph 2, the Guarantor shall pay all such taxes to the relevant authority in accordance with applicable law such that such Lender receives the sum it would have received had no such deduction or withholding been made and shall also pay to such Lender, on demand, all additional amounts which such Lender specifies as necessary to preserve the after-tax yield such Lender would have received if such taxes had not been imposed.

The Guarantor shall promptly provide Agent and any such Lender with an original receipt or certified copy issued by the relevant authority evidencing the payment of any such amount required to be deducted or withheld.

3.No Termination.  This Guaranty is a continuing and irrevocable guaranty of all Guaranteed Obligations now or hereafter existing and shall remain in full force and effect until all Guaranteed Obligations and any other amounts payable under this Guaranty are indefeasibly paid and performed in full and any commitments of the Agent and the Lenders or facilities provided by the Lenders with respect to the Guaranteed Obligations are terminated.  At the Agent’s option, all payments under this Guaranty shall be made to an office of the Agent located in the United States and in U.S. Dollars.

4.Waiver of Notices.  The Guarantor waives notice of the acceptance of this Guaranty and of the extension or continuation of the Guaranteed Obligations or any part thereof.  Guarantor further waives presentment, protest, notice, dishonor or default, demand for payment and any other notices to which the Guarantor might otherwise be entitled.

5.Subrogation.  The Guarantor shall exercise no right of subrogation, contribution or similar rights with respect to any payments it makes under this Guaranty until all of the Guaranteed Obligations and any amounts payable under this Guaranty are indefeasibly paid and performed in full and any commitments of the Agent and the Lenders or facilities provided by the Lenders with respect to the Guaranteed Obligations are terminated.  If any amounts are paid to the Guarantor in violation of the foregoing limitation, then such amounts shall be held in trust for the benefit of the Agent and shall forthwith be paid to the Agent to reduce the amount of the Guaranteed Obligations, whether matured or unmatured.

6.Waiver of Suretyship Defenses.  The Guarantor agrees that the Agent and/or the Lenders may, at any time and from time to time, and without notice to the Guarantor, make any agreement with the Borrower or with any other person or entity liable on any of the Guaranteed Obligations or providing collateral as security for the Guaranteed Obligations, for the extension, renewal, payment, compromise, discharge or release of the Guaranteed Obligations or any collateral (in whole or in part), or for any modification or amendment of the terms thereof or of any instrument or agreement evidencing the Guaranteed Obligations or the provision of collateral, all without in any way impairing, releasing, discharging or otherwise affecting the obligations of the Guarantor under this Guaranty.  The Guarantor waives any defense arising by reason of any disability or other defense of the Borrower or any other guarantor, or the cessation from any cause whatsoever of the liability of the Borrower, or any claim that the Guarantor’s obligations exceed or are more burdensome than those of the Borrower and waives

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the benefit of any statute of limitations affecting the liability of the Guarantor hereunder.  The Guarantor waives any right to enforce any remedy which the Agent and/or the Lenders now have or may hereafter have against the Borrower and waives any benefit of and any right to participate in any security now or hereafter held by the Agent and/or the Lenders.  Further, the Guarantor consents to the taking of, or failure to take, any action which might in any manner or to any extent vary the risks of the Guarantor under this Guaranty or which, but for this provision, might operate as a discharge of the Guarantor.

7.Exhaustion of Other Remedies Not Required.  The obligations of the Guarantor hereunder are those of primary obligor, and not merely as surety, and are independent of the Guaranteed Obligations.  The Guarantor waives diligence by the Agent and the Lenders and action on delinquency in respect of the Guaranteed Obligations or any part thereof, including, without limitation any provisions of law requiring the Agent and/or the Lenders to exhaust any right or remedy or to take any action against the Borrower, any other guarantor or any other person, entity or property before enforcing this Guaranty against the Guarantor, including but not limited to the benefits of Sections 34.02 and 34.03 of the Texas Business and Commerce Code, §17.001 of the Texas Civil Practice and Remedies Code, and Rule 31 of the Texas Rules of Civil Procedure, or any similar statute.

8.Reinstatement.  Notwithstanding anything in this Guaranty to the contrary, this Guaranty shall continue to be effective or be reinstated, as the case may be, if at any time any payment of any portion of the Guaranteed Obligations is revoked, terminated, rescinded or reduced or must otherwise be restored or returned upon the insolvency, bankruptcy or reorganization of the Borrower or any other person or entity or otherwise, as if such payment had not been made and whether or not the Agent or any Lender is in possession of or has released this Guaranty and regardless of any prior revocation, rescission, termination or reduction.

9.Subordination.  The Guarantor hereby subordinates the payment of all obligations and indebtedness of the Borrower owing to the Guarantor, whether now existing or hereafter arising, including but not limited to any obligation of the Borrower to the Guarantor as subrogee of the Agent and the Lenders or resulting from the Guarantor’s performance under this Guaranty, to the indefeasible payment in full of all Guaranteed Obligations. If any Event of Default as defined in the Credit Agreement shall have occurred and be continuing and the Agent so requests, any such obligation or indebtedness of the Borrower to the Guarantor shall be enforced and performance received by the Guarantor as trustee for the Agent and the proceeds thereof shall be paid over to the Agent, for the benefit of the Lenders, on account of the Guaranteed Obligations, but without reducing or affecting in any manner the liability of the Guarantor under this Guaranty.

10.Information.  The Guarantor agrees to furnish promptly to the Agent any and all financial or other information regarding the Guarantor or its property as the Agent may reasonably request in writing.

11.Stay of Acceleration.  In the event that acceleration of the time for payment of any of the Guaranteed Obligations is stayed, upon the insolvency, bankruptcy or reorganization of the Borrower or any other person or entity, or otherwise, all such amounts shall nonetheless be payable by the Guarantor immediately upon demand by the Agent.

12.Expenses.  The Guarantor shall pay on demand all reasonable out-of-pocket expenses (including reasonable attorneys’ fees and expenses) in any way relating to the enforcement or protection of the Agent’s and the Lenders’ rights under this Guaranty, including any incurred in the preservation, protection or enforcement of any rights of the Agent and the Lenders in any case commenced by or against the Guarantor under the Bankruptcy Code (Title 11, United States Code) or any similar or

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successor statute.  The obligations of the Guarantor under the preceding sentence shall survive termination of this Guaranty.

13.Amendments.  No provision of this Guaranty may be waived, amended, supplemented or modified, except by a written instrument executed by the Agent (with the consent of Lenders as required under the Credit Agreement) and the Guarantor.

14.No Waiver; Enforceability.  No failure by the Agent or any Lender to exercise, and no delay in exercising, any right, remedy or power hereunder shall operate as a waiver thereof; nor shall any single or partial exercise of any right, remedy or power hereunder preclude any other or further exercise thereof or the exercise of any other right.  The remedies herein provided are cumulative and not exclusive of any remedies provided by law or in equity.  The unenforceability or invalidity of any provision of this Guaranty shall not affect the enforceability or validity of any other provision herein.

15.Assignment; Governing Laws; Jurisdiction.  This Guaranty shall (a) bind the Guarantor and its successors and assigns, provided that the Guarantor may not assign its rights or obligations under this Guaranty without the prior written consent of the Agent and the Lenders as provided in and in accordance with the Credit Agreement (and any attempted assignment without such consent shall be void), (b) inure to the benefit of the Agent and the Lenders and their successors and assigns and the Agent and Lenders may, as provided in and in accordance with the Credit Agreement and without affecting the Guarantor’s obligations hereunder, assign or sell participations in the Guaranteed Obligations and this Guaranty, in whole or in part, and (c) be governed by the internal laws of the State of Texas.  The Guarantor hereby irrevocably (i) submits to the non-exclusive jurisdiction of any United States Federal or State court sitting in Dallas, Texas in any action or proceeding arising out of or relating to this Guaranty, and (ii) waives to the fullest extent permitted by law any defense asserting an inconvenient forum in connection therewith.  Service of process by the Agent in connection with such action or proceeding shall be binding on the Guarantor if sent to the Guarantor by registered or certified mail at its address specified below.  The Guarantor agrees that the Agent and the Lenders may disclose to any prospective purchaser and any purchaser of all or part of the Guaranteed Obligations any and all information in the Agent’s and Lenders’ possession concerning the Guarantor, this Guaranty and any security for this Guaranty.

16.Condition of the Borrower.  The Guarantor acknowledges and agrees that it has the sole responsibility for, and has adequate means of, obtaining from the Borrower such information concerning the financial condition, business and operations of the Borrower as the Guarantor requires, and that the Agent and the Lenders have no duty, and the Guarantor is not relying on the Agent or any Lender at any time, to disclose to the Guarantor any information relating to the business, operations or financial condition of the Borrower.

17.Setoff.  If and to the extent any payment is not made when due hereunder, the Lenders may setoff and charge from time to time any amount so due against any or all of the Guarantor’s accounts or deposits with the Lenders.

18.Other Guarantees.  Except as set forth in paragraph 21, this Guaranty is not intended to supersede or otherwise affect any other guaranty now or hereafter given by the Guarantor in favor of Agent, for the benefit of the Lenders, or any term or provision thereof.

19.Representations and Warranties.  The Guarantor represents and warrants that (i) it is duly organized and in good standing under the laws of the jurisdiction of its organization and has full capacity and right to make and perform this Guaranty, and all necessary authority has been obtained; (ii)

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this Guaranty constitutes its legal, valid and binding obligation enforceable in accordance with its terms; (iii) the making and performance of this Guaranty does not violate the provisions of any applicable law, regulation or order, and does not and will not result in the breach of, or constitute a default or require any consent under, any material agreement, instrument, or document to which it is a party or by which it or any of its property is bound or affected, except as could not reasonably be expected to have a Material Adverse Effect; (iv) all consents, approvals, licenses and authorizations of, and filings and registrations with, any governmental authority required under applicable law and regulations for the making and performance of this Guaranty have been obtained or made and are in full force and effect; (v) by virtue of its relationship with the Borrower, the execution, delivery and performance of this Guaranty is for the direct benefit of the Guarantor and it has received adequate consideration for this Guaranty; and (vi) the financial information, that has been delivered to the Agent and the Lenders by or on behalf of the Guarantor, is complete and correct in all material respects and accurately presents the financial condition and the operational results of the Guarantor and since the date of the most recent financial statements delivered to the Agent, there has been no material adverse change in the financial condition or operational results of the Guarantor.

20.WAIVER OF JURY TRIAL; FINAL AGREEMENT.  TO THE EXTENT ALLOWED BY APPLICABLE LAW, THE PARTIES HERETO EACH WAIVE TRIAL BY JURY WITH RESPECT TO ANY ACTION, CLAIM, SUIT OR PROCEEDING ON OR ARISING OUT OF THIS GUARANTY.  THIS GUARANTY REPRESENTS THE FINAL AGREEMENT BETWEEN THE PARTIES AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS, OR SUBSEQUENT ORAL AGREEMENTS BETWEEN THE PARTIES.  THERE ARE NO UNWRITTEN ORAL AGREEMENTS BETWEEN THE PARTIES.

21.AMENDMENT AND RESTATEMENT.  This Guaranty restates and amends in its entirety (i) that certain Guaranty dated as of April 24, 2003, executed by MIGC, Inc., Western Gas Resources-Texas, Inc., MGTC, Inc., Mountain Gas Resources, Inc., Lance Oil & Gas Company, Inc., and Western Gas Wyoming, L.L.C., in favor of Agent, and all of the terms and provisions hereof shall supersede the terms and provisions thereof.

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Executed as of the date first written.

MIGC, INC.
WESTERN GAS RESOURCES - TEXAS, INC.
MGTC, INC.
MOUNTAIN GAS RESOURCES, INC.
LANCE OIL & GAS COMPANY, INC.
WESTERN GAS WYOMING, L.L.C.
By:  Western Gas Resources, Inc., its sole member
By:	/s/ William J. Krysiak
	William J. Krysiak
	Executive Vice President and Chief Financial
	Officer of each Guarantor
Address of each Guarantor:
1099 18th Street, Suite 1200
Denver, CO 80202

BANK OF AMERICA, N.A.
By:	/s/ Richard L. Stein
	Name: Richard L. Stein
	Title: Principal

EX-10.3

Exhibit 10.3

[EXECUTION]

[WGR Pledge Agreement]

AMENDED AND RESTATED PLEDGE AGREEMENT

THIS PLEDGE AGREEMENT (this “Agreement”) is made as of June 29, 2004, by Western Gas Resources, Inc., a Delaware corporation (herein called “Debtor”), in favor of Bank of America, N.A., as Administrative Agent for the Lenders (herein called “Secured Party”).

RECITALS:

1.Debtor and Bank of America, N.A., as Administrative Agent, and certain financial institutions (collectively, the “Lenders”) who from time to time are parties to that certain Amended and Restated Credit Agreement of even date herewith (as from time to time amended, supplemented, or restated, the “Credit Agreement”) pursuant to which Debtor has executed in favor of each Lender a promissory note (such promissory notes, as from time to time supplemented or amended and all promissory notes given in renewal and extension thereof are collectively referred to herein as the “Notes”).

2.Debtor has executed those certain senior notes pursuant to that certain Third Amended and Restated Master Shelf Agreement among Debtor, The Prudential Insurance Company of America (“PICA”), Prudential Investment Management, Inc. (“PIMI”), Pruco Life Insurance Company (“Pruco”) and certain Prudential Affiliates, as therein defined (PICA, PIMI, Pruco and such Prudential Affiliates collectively herein called “Prudential”) dated as of December 19, 1991, (effective January 13, 2003), as from time to time supplemented or amended.

3.Debtor and one or more of the Lenders may, from time to time, enter into interest rate swap agreements with respect to various obligations of Debtor (such agreements, as from time to time amended, are collectively referred to herein as the “Swap Agreements”).

[4.Debtor has executed in favor of Prudential that certain Pledge Agreement dated as of April 24, 2003 (such agreement, as from time to time amended, referred to herein as the “Prudential Pledge Agreement”), pursuant to which Debtor has granted to Prudential a security interest in the Collateral.]

5.It is a condition precedent to Lenders’ obligation to advance funds pursuant to the Credit Agreement that Debtor shall execute and deliver this Agreement to Secured Party.

6.The board of directors of Debtor has determined that Debtor’s execution, delivery and performance of this Agreement may reasonably be expected to benefit Debtor, directly or indirectly, and are in the best interests of Debtor.

NOW, THEREFORE, in consideration of the premises, of the benefits which will inure to Debtor from Lenders’ extensions of credit under the Credit Agreement, and of Ten Dollars and other good and valuable consideration, the receipt and sufficiency of all of which are hereby acknowledged, and in order to induce Lenders to continue to extend credit under the Credit Agreement, Debtor hereby agrees with Secured Party, for the benefit of each Lender, as follows:

AGREEMENTS:

ARTICLE I — Definitions and References

Section 1.1.General Definitions.  As used herein, the terms “Credit Agreement”, “Debtor”, “Secured Party”, “Lenders”, “Notes”, “Prudential” and “Swap Agreements” shall have the meanings indicated above, and the following terms shall have the following meanings:

“Collateral” means all property, of whatever type, which is described in Section 2.1 as being at any time subject to a security interest granted hereunder to Secured Party.

“Commitment” means the agreement or commitment by Lenders to make loans or otherwise extend credit to Debtor under the Credit Agreement, and any other agreement, commitment, statement of terms or other document contemplating the making of loans or advances or other extension of credit by Lenders to or for the account of Debtor which is now or at any time hereafter intended to be secured by the Collateral under this Agreement.

“Event of Default” means the occurrence of any “Event of Default” as such term is defined in the Credit Agreement.

“Enforcement Action” means any exercise by Secured Party of any rights or remedies against any Collateral, whether hereunder or otherwise, in order to foreclose upon, collect, take possession of, sell, lease, dispose of, or otherwise realize upon Collateral.

“Intercreditor Agreement” means that certain Intercreditor Agreement of even date herewith among Lenders and Prudential, as from time to time amended.

“Issuer” means any issuer of Pledged Shares or LLC Rights and any successor of such Issuer.

“LLC Agreement” and “LLC Rights” shall have the meanings given such terms in Section 2.1(b).

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“Obligation Documents” means the Credit Agreement, the Notes, the Security Documents and all other documents and instruments under, by reason of which, or pursuant to which any or all of the indebtedness and obligations arising under or pursuant to the Credit Agreement are evidenced, governed, secured, guarantied, or otherwise dealt with, and all other agreements, certificates, and other documents, instruments and writings heretofore or hereafter delivered in connection herewith or therewith.

“Other Liable Party” means any Person, other than Debtor, who may now or may at any time hereafter be primarily or secondarily liable for any of the Secured Obligations or who may now or may at any time hereafter have granted to Secured Party a Lien upon any property as security for the Secured Obligations.

“Pledged Shares” has the meaning given it in Section 2.1(a).

“Related Person” means Debtor, each Subsidiary of Debtor, and each Other Liable Party.

“Secured Obligations” shall have the meaning given it in Section 2.2.

“UCC” means the Uniform Commercial Code in effect in the State of Texas on the date hereof.

Section 1.2.Incorporation of Other Definitions.  Reference is hereby made to the Credit Agreement for a statement of the terms thereof.  All capitalized terms used in this Agreement which are defined in the Credit Agreement and not otherwise defined herein shall have the same meanings herein as set forth therein.  All terms used in this Agreement which are defined in the UCC and not otherwise defined herein shall have the same meanings herein as set forth therein, except where the context otherwise requires.

Section 1.3.Attachments.  All exhibits or schedules which may be attached to this Agreement are a part hereof for all purposes.

Section 1.4.Amendment of Defined Instruments.  Unless the context otherwise requires or unless otherwise provided herein, references in this Agreement to a particular agreement, instrument or document (including, but not limited to, references in Section 2.1) also refer to and include all renewals, extensions, amendments, modifications, supplements or restatements of any such agreement, instrument or document, provided that nothing contained in this Section shall be construed to authorize any Person to execute or enter into any such renewal, extension, amendment, modification, supplement or restatement.

Section 1.5.References and Titles.  All references in this Agreement to Exhibits, Articles, Sections, subsections, and other subdivisions refer to the Exhibits, Articles, Sections, subsections and other subdivisions of this Agreement unless expressly provided otherwise.  Titles appearing at the beginning of any subdivision are for convenience only and do not

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constitute any part of any such subdivision and shall be disregarded in construing the language contained in this Agreement.  The words “this Agreement”, “herein”, “hereof”, “hereby”, “hereunder” and words of similar import refer to this Agreement as a whole and not to any particular subdivision unless expressly so limited.  The phrases “this Section” and “this subsection” and similar phrases refer only to the Sections or subsections hereof in which the phrase occurs.  The word “or” is not exclusive, and the word “including” (in all of its forms) means “including without limitation”.  Pronouns in masculine, feminine and neuter gender shall be construed to include any other gender, and words in the singular form shall be construed to include the plural and vice versa unless the context otherwise requires.

ARTICLE II — Security Interest

Section 2.1.Grant of Security Interest.  As collateral security for all of the Secured Obligations, Debtor hereby pledges and assigns to Secured Party and grants to Secured Party for the benefit of each Lender a continuing security interest in and to all right, title and interest of the following:

(a)Pledged Shares.  All of the following, whether now or hereafter existing, which are owned by Debtor or in which Debtor otherwise has any rights: the shares of stock of the Subsidiaries of Debtor described in Exhibit A hereto and all certificates representing such shares, all options and other rights, contractual or otherwise, at any time existing with respect to such shares, and all dividends, cash, instruments and other property now or hereafter received, receivable or otherwise distributed in respect of or in exchange for any or all of such shares (any and all such shares, certificates, options, rights, dividends, cash, instruments and other property being herein called the “Pledged Shares”).

(b)LLC Rights.  All of the following (herein collectively called the “LLC Rights”), whether now or hereafter existing, which are owned by Debtor or in which such Debtor otherwise has any rights:

(i)all units of limited liability company ownership interests described on Exhibit A hereto and all other ownership interests in any Issuer that is a limited liability company which are now or hereafter owned by Debtor, all certificates representing any such ownership interests, all options and other rights, contractual or otherwise, at any time existing with respect to such ownership interests, and all dividends, cash, instruments and other property now or hereafter received, receivable or otherwise distributed in respect of or in exchange for any or all of such ownership interests;

(ii)all proceeds, interest, profits, and other payments or rights to payment attributable to Debtor’s interests in any Issuer that is a limited liability company, and all distributions, cash, instruments and other property now or hereafter received,

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receivable or otherwise made with respect to or in exchange for any interest of Debtor in any Issuer that is a limited liability company, including interim distributions, returns of capital, loan repayments, and payments made in liquidation of any Issuer that is a limited liability company, and whether or not the same arise or are payable under any operating agreement or certificate forming any Issuer that is a limited liability company or any other agreement governing any Issuer that is a limited liability company or the relations among the members of any Issuer that is a limited liability company (any and all such operating agreements, certificates, and other agreements being herein called the “LLC Agreements”); and

(iii)all other interests and rights of Debtor in any Issuer that is a limited liability company, whether under the LLC Agreements or otherwise, including without limitation any right to cause the dissolution of any Issuer that is a limited liability company or to appoint or nominate a successor to Debtor as a member of any Issuer that is a limited liability company.

(c)Proceeds.  All proceeds of any and all of the foregoing Collateral.

In each case, the foregoing shall be covered by this Agreement, whether Debtor’s ownership or other rights therein are presently held or hereafter acquired and however Debtor’s interests therein may arise or appear (whether by ownership, security interest, claim or otherwise).

The granting of the foregoing security interest under this Section 2.1 does not make Secured Party a successor to Debtor as a member of any Issuer that is a limited liability company, and neither Secured Party nor any of its successors or assigns hereunder shall be deemed to have become a member of any Issuer that is a limited liability company by accepting this Agreement or exercising any right granted herein unless and until such time, if any, when Secured Party or any such successor or assign expressly becomes a member of any Issuer that is a limited liability company after a foreclosure upon LLC Rights.  Notwithstanding anything herein to the contrary (except to the extent, if any, that Secured Party or any of its successors or assigns hereafter expressly becomes a member of any Issuer that is a limited liability company), neither Secured Party nor any of its successors or assigns shall be deemed to have assumed or otherwise become liable for any debts or obligations of any Issuer or of Debtor to or under any Issuer that is a limited liability company, and the above definition of “LLC Rights” shall be deemed modified, if necessary, to prevent any such assumption or other liability.

Section 2.2.Secured Obligations.  The security interest created hereby in the Collateral constitutes continuing collateral security for all of the following obligations, indebtedness and liabilities, whether now existing or hereafter incurred or arising:

(a)Credit Agreement Indebtedness.  The payment by Debtor, as and when due and payable, of all amounts from time to time owing by Debtor under or in respect of the

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Credit Agreement, each Note, and any of the other Obligation Documents, and the due performance by Debtor of all of its other obligations under or in respect of the various Obligation Documents.

(b)Renewals.  All renewals, extensions, amendments, modifications, supplements, or restatements of or substitutions for any of the foregoing.

(c)Swap Obligations.  All obligations of any Related Person to any Lender or any Affiliate of any Lender under or pursuant to a Swap Agreement between any Related Person and such Lender or any Affiliate of such Lender.

As used herein, the term “Secured Obligations” refers to all present and future indebtedness, obligations, and liabilities of whatever type which are described above in this section, including any interest which accrues after the commencement of any case, proceeding, or other action relating to the bankruptcy, insolvency, or reorganization of the Debtor.

ARTICLE III — Representations, Warranties and Covenants

Section 3.1.Representations and Warranties.  Debtor hereby represents and warrants to Secured Party and the Lenders as follows:

(a)Ownership Free of Liens.  Debtor has good and marketable title to the Collateral free and clear of all Liens, encumbrances or adverse claims, except for the security interest created by this Agreement and the security interest in favor of Prudential pursuant to the Prudential Pledge Agreement.  No dispute, right of setoff, counterclaim or defense exists with respect to all or any part of the Collateral.  No effective financing statement or other instrument similar in effect covering all or any part of the Collateral is on file in any recording office except any which have been filed in favor of Secured Party relating to this Agreement and any which have been filed in favor of Prudential relating to the Prudential Pledge Agreement.

(b)No Conflicts or Consents.  Neither the ownership or the intended use of the Collateral by Debtor, nor the grant of the security interest by Debtor to Secured Party herein, nor the exercise by Secured Party of its rights or remedies hereunder, will (i) conflict with any provision of (a) the articles or certificate of incorporation or bylaws of Debtor or any similar charter documents of any Issuer, or (b) any agreement, judgment, license, order or permit applicable to or binding upon Debtor or any Issuer, or (ii) result in or require the creation of any Lien, charge or encumbrance upon any material assets or properties of Debtor or of any Issuer or Related Person except as expressly contemplated in the Obligation Documents.  Except as expressly contemplated in the Obligation Documents (including, without limitation, Section 6.13 of the Credit Agreement), no consent, approval, authorization or order of, and no notice to or filing with, any court, governmental authority, Issuer or third party is required in connection with the grant by

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Debtor of the security interest herein, or the exercise by Secured Party of its rights and remedies hereunder.

(c)Security Interest.  Debtor has and will have at all times full right, power and authority to grant a security interest in the Collateral to Secured Party as provided herein, free and clear of any Lien, adverse claim, or encumbrance except for the Liens in favor of Prudential pursuant to the Prudential Pledge Agreement.

(d)Perfection.  The taking possession by Secured Party of all certificates, instruments and cash constituting Collateral from time to time and the filing of financing statements with the Secretary of State (or equivalent governmental official) of the State in which Debtor is organized will perfect, and establish the first priority of (subject only to any Liens in favor of Prudential in accordance with and subject to the terms of the Intercreditor Agreement), Secured Party’s security interest hereunder in the Collateral securing the Secured Obligations.  No further or subsequent filing, recording, registration, other public notice or other action is necessary or desirable to perfect or otherwise continue, preserve or protect such security interest except (i) for continuation statements described in UCC Section 9.515(d), (ii) for filings required to be filed in the event of a change in the name, identity, or corporate structure of Debtor, or (iii) in the event any financing statement filed by Secured Party relating hereto otherwise becomes inaccurate or incomplete.

(e)Location of Debtor and Records.  Debtor’s chief executive office and principal place of business and the office where the records concerning the Collateral are kept is located at 1099 18^th Street, Suite 1200, Denver, Colorado 80202.

(f)Pledged Shares.  Debtor has delivered to Secured Party all certificates evidencing Pledged Shares or LLC Rights.  All such certificates are valid and genuine and have not been altered.  All shares and other securities constituting the Pledged Shares or LLC Rights have been duly authorized and validly issued, are fully paid and non-assessable, and were not issued in violation of the preemptive rights of any Person or of any agreement by which Debtor or the Issuer thereof is bound.  All documentary, stamp or other taxes or fees owing in connection with the issuance, transfer or pledge of Pledged Shares or LLC Rights (or rights in respect thereof) have been paid.  No restrictions or conditions exist with respect to the transfer, voting or capital of any Pledged Shares or LLC Rights under the documentation governing such Pledged Shares or LLC Rights.  The Pledged Shares and the LLC Rights constitute one hundred percent (100%) of the shares of capital stock of each Issuer that is a corporation or one hundred percent (100%) of the membership interests of each Issuer that is a limited liability company.  No Issuer of any Pledged Shares or LLC Rights has any outstanding stock rights, rights to subscribe, options, warrants or convertible securities outstanding or any other rights outstanding whereby any Person would be entitled to have issued to him capital stock or membership interests of such Issuer.  No Issuer that is a limited liability

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company has made any calls for capital which have not been fully paid by Debtor and by each other member of such Issuer.  Debtor is not in default under any LLC Agreement, nor is any other member of any such Issuer.  Neither the making of this Agreement nor the exercise of any rights or remedies of Secured Party hereunder will cause a default under any LLC Agreement.  Debtor’s rights under any LLC Agreement are enforceable in accordance with their terms, except as such enforcement may be limited by bankruptcy, insolvency or similar laws of general application relating to the enforcement of creditors’ rights.  The Pledged Shares do not constitute “margin stock” as such term is defined in Regulation U promulgated by the Board of Governors of the Federal Reserve System.

Section 3.2.Affirmative Covenants.  Unless Secured Party shall otherwise consent in writing after having received the consent of the Required Lenders, Debtor will at all times comply with the covenants contained in this Section 3.2 from the date hereof and so long as any part of the Secured Obligations or the Commitment is outstanding.

(a)Ownership and Liens.  Debtor will maintain good and marketable title to all Collateral free and clear of all Liens, encumbrances or adverse claims, except for the security interest created by this Agreement and the security interest created by the Prudential Pledge Agreement.  Debtor will defend Secured Party’s right, title and special property and security interest in and to the Collateral against the claims of any Person.

(b)Further Assurances.  Debtor will, at its reasonable expense and at any time and from time to time, promptly execute and deliver all further instruments and documents and take all further action that may be reasonably necessary or that Secured Party may reasonably request in order (i) to perfect and protect the security interest created or purported to be created hereby and the priority of such security interest as stated herein; (ii) to enable Secured Party to exercise and enforce its rights and remedies hereunder in respect of the Collateral; or (iii) to otherwise effect the purposes of this Agreement, including but not limited to: (A) executing and filing such financing or continuation statements, or amendments thereto, as may be reasonably necessary or desirable or that Secured Party may request in order to perfect and preserve the security interest created or purported to be created hereby; and (B) furnishing to Secured Party from time to time statements and schedules further identifying and describing the Collateral and such other reports in connection with the Collateral as Secured Party may reasonably request, all in reasonable detail.

(c)Inspection and Information.  Debtor will furnish to Secured Party and each Lender any information which Secured Party may from time to time reasonably request on behalf of itself or any Lender concerning the Collateral, any covenant, provision or condition of this Agreement, or any matter in connection with Debtor’s businesses and operations.  Debtor shall permit representatives and independent contractors of the Secured Party to make such visitations and inspections on the terms as provided in Section 6.10 of the Credit Agreement.  Secured party and each Lender hereby agree that it

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will, at all times, abide by the terms of Section 10.08 of the Credit Agreement regarding treatment of confidential information.

(d)Delivery of Pledged Shares and LLC Rights.  All instruments, certificates and writings evidencing the Pledged Shares and the LLC Rights shall be delivered to Secured Party on or prior to the execution and delivery of this Agreement, together with a true and correct copy of the articles of incorporation, articles of organization, regulations and bylaws or other organizational documents of each Issuer and all amendments and supplements thereto.  All other instruments, certificates and writings hereafter evidencing or constituting Pledged Shares and the LLC Rights and all amendments or supplements to the articles of incorporation, articles of organization, regulations or bylaws (whether or not authorized hereunder) shall be delivered to Secured Party promptly upon the receipt thereof by or on behalf of Debtor.  All such Pledged Shares and LLC Rights shall be held by or on behalf of Secured Party pursuant hereto and shall be delivered in suitable form for transfer by delivery with any necessary endorsement or shall be accompanied by fully executed instruments of transfer or assignment in blank, all in form and substance reasonably satisfactory to Secured Party.

(e)Proceeds of Pledged Shares and LLC Rights.  If Debtor shall receive, by virtue of its being or having been an owner of any Pledged Shares or LLC Rights, any (i) certificate evidencing shares of stock or membership interests (including any certificate representing a stock dividend or distribution in connection with any increase or reduction of capital, reorganization, reclassification, merger, consolidation, sale of assets, combination of shares, stock split, spinoff or split-off), promissory note or other instrument or writing; (ii) option or right, whether as an addition to, substitution for, or in exchange for, any Pledged Shares or LLC Rights, or otherwise; (iii) dividends payable in cash (except such dividends permitted to be retained by Debtor pursuant to Section 4.8 hereof) or in securities or other property, or (iv) dividends or other distributions in connection with a partial or total liquidation or dissolution or in connection with a reduction of capital, capital surplus or paid-in surplus, if an Event of Default shall have occurred and be continuing, Debtor shall receive the same in trust for the benefit of Secured Party, shall segregate it from Debtor’s other property, and shall promptly deliver it to Secured Party in the exact form received, with any necessary endorsement or appropriate stock powers duly executed in blank, to be held by Secured Party as Collateral.

(f)Status of Pledged Shares and LLC Rights.  The certificates evidencing the Pledged Shares and the LLC Rights shall at all times be valid and genuine and shall not be altered.  The Pledged Shares and the LLC Rights at all times shall be duly authorized, validly issued, fully paid, and non-assessable, and shall not be issued in violation of the pre-emptive rights of any Person or of any agreement by which Debtor or the Issuer thereof is bound and shall not be subject to any restrictions with respect to transfer, voting or capital of such Pledged Shares or such LLC Rights.

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(g)Notices from Issuer.  Debtor will promptly deliver to Secured Party a copy of each notice or other communication received by Debtor from any Issuer in respect of any Pledged Shares or LLC Rights.

Section 3.3.Negative Covenants.  Unless Secured Party shall otherwise consent in writing after having received the consent of the Required Lenders, Debtor will at all times comply with the covenants contained in the Credit Agreement and in this Section 3.3 from the date hereof and so long as any part of the Secured Obligations or the Commitment is outstanding.

(a)Transfer or Encumbrance.  Except as expressly allowed under the Credit Agreement, without the prior written consent of Required Lenders, Debtor will not sell, assign (by operation of law or otherwise), transfer, exchange or otherwise dispose of any of the Collateral, nor will Debtor grant a Lien upon or execute, file or record any financing statement or other registration with respect to the Collateral, nor will Debtor allow any such Lien, financing statement, or other registration to exist or deliver actual or constructive possession of the Collateral to any other Person, other than Liens, financing statements or other registrations in favor of Secured Party and Prudential.

(b)Financing Statement Filings.  Debtor recognizes that financing statements pertaining to the Collateral have been or may be filed where Debtor has its chief executive office or chief place of business.  Without limitation of any other covenant herein, Debtor will not cause or permit any change to be made in the location of its chief executive office or chief place of business, unless Debtor shall have notified Secured Party of such change at least thirty (30) days prior to the effective date of such change, and shall have first taken all action reasonably required by Secured Party for the purpose of further perfecting or protecting the security interest in favor of Secured Party in the Collateral.  In any notice furnished pursuant to this subsection, Debtor will expressly state that the notice is required by this Agreement and contains facts that may require additional filings of financing statements or other notices for the purposes of continuing perfection of Secured Party’s security interest in the Collateral.

(c)Dilution of Shareholdings.  Debtor will not permit the issuance of (i) any additional shares of any class of capital stock of any Issuer (unless immediately upon issuance the same are pledged and delivered to Secured Party pursuant to the terms hereof to the extent necessary to give Secured Party a first priority security interest (subject only to any security interest in favor of Prudential in accordance with and subject to the terms of the Intercreditor Agreement) after such issue in at least the same percentage of such Issuer’s outstanding shares as Debtor had before such issue), (ii) any securities convertible voluntarily by the holder thereof or automatically upon the occurrence or non-occurrence of any event or condition into, or exchangeable for, any such shares of capital stock, or (iii) any warrants, options, contracts or other commitments entitling any

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Person to purchase or otherwise acquire any such shares of capital stock not outstanding as of the date of this Agreement.

(d)Restrictions on Pledged Shares and LLC Rights.  Debtor will not enter into any agreement creating, or otherwise permit to exist, any restriction or condition upon the transfer, voting or control of any Pledged Shares or LLC Rights except under the Debt Securities.

ARTICLE IV — Remedies, Powers and Authorizations

Section 4.1.Provisions Concerning the Collateral.

(a)Additional Filings.  Debtor hereby authorizes Secured Party to file, without the signature of Debtor where permitted by law, one or more financing or continuation statements, and amendments thereto, relating to the Collateral.  Debtor further agrees that a carbon, photographic or other reproduction of this Agreement or of any financing statement describing any Collateral is sufficient as a financing statement and may be filed in any jurisdiction by Secured Party as it may deem appropriate.

(b)Power of Attorney.  Debtor hereby irrevocably appoints Secured Party as Debtor’s attorney-in-fact and proxy, with full authority in the place and stead of Debtor and in the name of Debtor or otherwise, from time to time in Secured Party’s discretion, upon the occurrence and during the continuance of an Event of Default, to take any action, and to execute or indorse any instrument, certificate or notice, which Secured Party may deem necessary or advisable to accomplish the purposes of this Agreement including any action or instrument: (i) to request or instruct each Issuer (and any registrar, transfer agent, or similar Person acting on behalf of each Issuer) to register the pledge or transfer of the Collateral to Secured Party; (ii) to otherwise give notification to any Issuer (or any such registrar, transfer agent, financial intermediary, or other Person) of Secured Party’s security interests hereunder; (iii) to ask, demand, collect, sue for, recover, compound, receive and give acquittance and receipts for moneys due and to become due under or in respect of any of the Collateral; (iv) to receive, indorse and collect any drafts or other instruments or documents; (v) to enforce any obligations included among the Collateral; and (vi) to file any claims or take any action or institute any proceedings which Secured Party may deem necessary or desirable for the collection of any of the Collateral or otherwise to enforce, perfect, or establish the priority of the rights of Secured Party with respect to any of the Collateral.  Debtor hereby acknowledges that such power of attorney and proxy are coupled with an interest, and are irrevocable.

(c)Performance by Secured Party.  If Debtor fails to perform any agreement or obligation contained herein, Secured Party may itself perform, or cause performance of,

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such agreement or obligation, and the reasonable expenses of Secured Party incurred in connection therewith shall be payable by Debtor under Section 4.5.

Section 4.2.Remedies.  If an Event of Default shall have occurred and be continuing, Secured Party may from time to time in its discretion, except as limited by any regulatory approvals, requests or requirements, without limitation and without notice except as expressly provided below (in each case subject to the Intercreditor Agreement):

(a)exercise in respect of the Collateral, in addition to any other rights and remedies provided for herein, under the other Obligation Documents or otherwise available to it, all the rights and remedies of a secured party on default under the UCC (whether or not the UCC applies to the affected Collateral);

(b)require Debtor to, and Debtor hereby agrees that it will at its expense and upon request of Secured Party, promptly assemble all or part of the Collateral as directed by Secured Party and make it (together with all books, records and information of Debtor relating thereto) available to Secured Party at a place to be designated by Secured Party which is reasonably convenient to both parties;

(c)reduce its claim to judgment or foreclose or otherwise enforce, in whole or in part, the security interest created hereby by any available judicial procedure;

(d)dispose of, at its office, on the premises of Debtor or elsewhere, all or any part of the Collateral, as a unit or in parcels, by public or private proceedings, and by way of one or more contracts (it being agreed that the sale of any part of the Collateral shall not exhaust Secured Party’s power of sale, but sales may be made from time to time, and at any time, until all of the Collateral has been sold or until the Secured Obligations have been paid and performed in full), and at any such sale it shall not be necessary to exhibit any of the Collateral;

(e)buy (or allow one or more of the Lenders to buy) the Collateral, or any part thereof, at any public sale;

(f)buy (or allow one or more of the Lenders to buy) the Collateral, or any part thereof, at any private sale if the Collateral is of a type customarily sold in a recognized market or is of a type which is the subject of widely distributed standard price quotations;

(g)apply by appropriate judicial proceedings for appointment of a receiver for the Collateral, or any part thereof, and Debtor hereby consents to any such appointment;

(h)at its discretion, retain the Collateral in satisfaction of the Secured Obligations whenever the circumstances are such that Secured Party is entitled to do so under the UCC or otherwise (provided that Secured Party shall in no circumstances be deemed to

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have retained the Collateral in satisfaction of the Secured Obligations in the absence of an express notice by Secured Party to Debtor that Secured Party has either done so or intends to do so); and

(i)take any other Enforcement Action.

Debtor agrees that, to the extent notice of sale shall be required by law, at least ten (10) days’ notice to Debtor of the time and place of any public sale or the time after which any private sale is to be made shall constitute reasonable notification.  Secured Party shall not be obligated to make any sale of Collateral regardless of notice of sale having been given.  Secured Party may adjourn any public or private sale from time to time by announcement at the time and place fixed therefor, and such sale may, without further notice, be made at the time and place to which it was so adjourned.

Section 4.3.Application of Proceeds. Whenever Secured Party applies any cash held by Secured Party as Collateral, or any cash proceeds received by Secured Party in respect of any sale of, collection from, or other realization upon all or any part of the Collateral, the same shall be applied in the following order (subject to the rights of Lenders under the Credit Agreement and subject to the terms of the Intercreditor Agreement):

(a)To the repayment of all costs and expenses, including reasonable attorneys’ fees and legal expenses, incurred by Secured Party in connection with (i) the administration of this Agreement, (ii) the custody, preservation, use or operation of, or the sale of, collection from, or other realization upon, any Collateral, (iii) the exercise or enforcement of any of the rights of Secured Party hereunder, or (iv) the failure of Debtor to perform or observe any of the provisions hereof;

(b)To the payment or other satisfaction of any Liens, encumbrances, or adverse claims upon or against any of the Collateral (other than those arising pursuant to the Prudential Pledge Agreement);

(c)To the reimbursement of Secured Party for the amount of any obligations of Debtor or any Other Liable Party paid or discharged by Secured Party (other than amounts for principal and interest under the Notes) pursuant to the provisions of this Agreement or the other Obligation Documents, and of any expenses of Secured Party payable by Debtor hereunder or under the other Obligation Documents;

(d)To the satisfaction of any other Secured Obligations to each Lender and Prudential in accordance with its Proportionate Share (as defined in the Intercreditor Agreement);

(e)By holding the same as Collateral;

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(f)To the payment of any other amounts required by applicable law (including any provision of the UCC); and

(g)By delivery to Debtor or to whomever shall be lawfully entitled to receive the same or as a court of competent jurisdiction shall direct.

Each Lender hereby authorizes the Secured Party to remit to Prudential any cash held as Collateral or cash proceeds at any time due to Prudential pursuant to clause (d) above and the terms of the Intercreditor Agreement.

Section 4.4.Deficiency.  In the event that the proceeds of any sale, collection or realization of or upon Collateral by Secured Party are insufficient to pay all Secured Obligations and any other amounts to which Secured Party and Lenders are legally entitled, Debtor shall be liable for the deficiency, together with interest thereon as provided in the governing Obligation Documents or (if no interest is so provided) at such other rate as shall be fixed by applicable law, together with the costs of collection and the reasonable fees of any attorneys employed by Secured Party to collect such deficiency.

Section 4.5.Indemnity and Expenses.  In addition to, but not in qualification or limitation of, any similar obligations under other Obligation Documents:

(a)Debtor will indemnify Secured Party and each Lender from and against any and all claims, losses and liabilities growing out of or resulting from this Agreement (including enforcement of this Agreement), WHETHER OR NOT SUCH CLAIMS, LOSSES AND LIABILITIES ARE IN ANY WAY OR TO ANY EXTENT OWED, IN WHOLE IN OR PART, UNDER ANY CLAIM OR THEORY OF STRICT LIABILITY, OR ARE CAUSED BY OR ARISE OUT OF SUCH INDEMNIFIED PARTY’S OWN NEGLIGENCE, except to the extent such claims, losses or liabilities are proximately caused by the indemnified party’s individual gross negligence or willful misconduct.  As used in this Section 4.5, the terms “Secured Party” and “Lender” shall include each director, officer, agent, attorney, employee, representative and Affiliate of such Person.

(b)Debtor will upon demand pay to Secured Party the amount of any and all reasonable costs and expenses, including the reasonable fees and disbursements of Secured Party’s counsel and of any experts and agents, which Secured Party may incur in connection with (i) the transactions which give rise to this Agreement, (ii) the preparation of this Agreement and the perfection and preservation of this security interest created under this Agreement, (iii) the administration of this Agreement; (iv) the custody, preservation, use or operation of, or the sale of, collection from, or other realization upon, any Collateral; (v) the exercise or enforcement of any of the rights of Secured Party hereunder; or (vi) the failure by Debtor to perform or observe any of the provisions

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hereof, except expenses resulting from Secured Party’s gross negligence or willful misconduct.

Section 4.6.Non-Judicial Remedies.  In granting to Secured Party the power to enforce its rights hereunder without prior judicial process or judicial hearing, Debtor expressly waives, renounces and knowingly relinquishes any legal right which might otherwise require Secured Party to enforce its rights by judicial process.  In so providing for non-judicial remedies, Debtor recognizes and concedes that such remedies are consistent with the usage of trade, are responsive to commercial necessity, and are the result of a bargain at arm’s length.  Nothing herein is intended, however, to prevent Secured Party or Debtor from resorting to judicial process at its option.

Section 4.7.Other Recourse.  Debtor waives any right to require Secured Party or any Lender to proceed against any other Person, to exhaust any Collateral or other security for the Secured Obligations, or to have any Other Liable Party joined with Debtor in any suit arising out of the Secured Obligations or this Agreement, or pursue any other remedy in Secured Party’s power.  Debtor further waives any and all notice of acceptance of this Agreement and of the creation, modification, rearrangement, renewal or extension for any period of any of the Secured Obligations of any Other Liable Party from time to time.  Debtor further waives any defense arising by reason of any disability or other defense of any Other Liable Party or by reason of the cessation from any cause whatsoever of the liability of any Other Liable Party.  This Agreement shall continue irrespective of the fact that the liability of any Other Liable Party may have ceased and irrespective of the validity or enforceability of any other Obligation Document to which Debtor or any Other Liable Party may be a party, and notwithstanding any death, incapacity, reorganization, or bankruptcy of any Other Liable Party or any other event or proceeding affecting any Other Liable Party.  Until all of the Secured Obligations shall have been paid in full, Debtor shall have no right to subrogation and Debtor waives the right to enforce any remedy which Secured Party or any Lender has or may hereafter have against any Other Liable Party, and waives any benefit of and any right to participate in any other security whatsoever now or hereafter held by Secured Party and each Lender.  Debtor authorizes Secured Party, without notice or demand, without any reservation of rights against Debtor, and without in any way affecting Debtor’s liability hereunder or on the Secured Obligations, from time to time to (a) take or hold any other property of any type from any other Person as security for the Secured Obligations, and exchange, enforce, waive and release any or all of such other property, (b) apply the Collateral or such other property and direct the order or manner of sale thereof as Secured Party may in its discretion determine, subject to the Intercreditor Agreement, (c) renew, extend for any period, accelerate, modify, compromise, settle or release any of the obligations of any Other Liable Party in respect to any or all of the Secured Obligations or other security for the Secured Obligations, (d) waive, enforce, modify, amend, restate or supplement any of the provisions of any Obligation Document with any Person other than Debtor, and (e) release or substitute any Other Liable Party.  Any action described in this Section 4.7 may be taken by Secured Party only in accordance with the Intercreditor Agreement.

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Section 4.8.Voting Rights, Dividends, Etc. in Respect of Pledged Shares and LLC Rights.

(a)So long as no Event of Default shall have occurred and be continuing Debtor may receive and retain any and all dividends or interest paid in respect of the Pledged Shares and the LLC Rights; provided, however, that any and all

(i)dividends and interest paid or payable other than in cash in respect of, and instruments and other property received, receivable or otherwise distributed in respect of or in exchange for, any Pledged Shares or LLC Rights,

(ii)dividends and other distributions paid or payable in cash in respect of any Pledged Shares or LLC Rights in connection with a partial or total liquidation or dissolution or in connection with a reduction of capital, capital surplus or paid-in surplus, and

(iii)cash paid, payable or otherwise distributed in redemption of, or in exchange for, any Pledged Shares or LLC Rights,

shall be, and shall forthwith be delivered to Secured Party to hold as, Pledged Shares or LLC Rights and shall, if received by Debtor, be received in trust for the benefit of Secured Party, be segregated from the other property or funds of Debtor, and be forthwith delivered to Secured Party in the exact form received with any necessary indorsement or appropriate stock powers duly executed in blank, to be held by Secured Party as Collateral.

(b)Upon the occurrence and during the continuance of an Event of Default:

(i)all rights of Debtor to receive and retain the dividends and interest payments which it would otherwise be authorized to receive and retain pursuant to subsection (a) of this section shall automatically cease, and all such rights shall thereupon become vested in Secured Party which shall thereupon have the sole right to receive and hold as Pledged Shares or LLC Rights such dividends and interest payments;

(ii)without limiting the generality of the foregoing, Secured Party may at its option (subject to the Intercreditor Agreement) exercise any and all rights of conversion, exchange, subscription or any other rights, privileges or options pertaining to any of the Pledged Shares or LLC Rights as if it were the absolute owner thereof, including, without limitation, the right to exchange, in its discretion, any and all of the Pledged Shares or LLC Rights upon the merger, consolidation, reorganization, recapitalization or other adjustment of any Issuer, or upon the exercise by any Issuer of any right, privilege or option pertaining to any Pledged Shares or LLC Rights, and, in connection therewith, to deposit and deliver any and

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all of the Pledged Shares or LLC Rights with any committee, depository, transfer, agent, registrar or other designated agent upon such terms and conditions as it may determine; and

(iii)all dividends and interest payments which are received by Debtor contrary to the provisions of subsection (b)(i) of this section shall be received in trust for the benefit of Secured Party, shall be segregated from other funds of Debtor, and shall be forthwith paid over to Secured Party as Pledged Shares or LLC Rights in the exact form received, to be held by Secured Party as Collateral.

Section 4.9.Private Sale of Pledged Shares.  Debtor recognizes that Secured Party may deem it impracticable to effect a public sale of all or any part of the Pledged Shares or the LLC Rights and that Secured Party may, therefore, determine to make one or more private sales of any such securities or LLC Rights to a restricted group of purchasers who will be obligated to agree, among other things, to acquire such securities or LLC Rights for their own account, for investment and not with a view to the distribution or resale thereof.  Debtor acknowledges that any such private sale may be at prices and on terms less favorable to the seller than the prices and other terms which might have been obtained at a public sale and, notwithstanding the foregoing, agrees that such private sales shall be deemed to have been made in a commercially reasonable manner and that Secured Party shall have no obligation to delay sale of any such securities or LLC Rights for the period of time necessary to permit the Issuer of such securities or LLC Rights to register such securities or LLC Rights for public sale under the Securities Act of 1933, as amended.  Debtor further acknowledges and agrees that any offer to sell such securities or LLC Rights which has been (a) publicly advertised on a bona fide basis in a newspaper or other publication of general circulation in the financial community of Denver, Colorado (to the extent that such an offer may be so advertised without prior registration under the Securities Act), or (b) made privately in the manner described above to not less than fifteen (15) bona fide offerees shall be deemed to involve a “public disposition” for the purposes of Section 9.610(c) of the UCC (or any successor or similar, applicable statutory provision) as then in effect in the State of Texas, notwithstanding that such sale may not constitute a “public offering” under the Securities Act of 1933, as amended, and that Secured Party may, in such event, bid for the purchase of such securities or LLC Rights.

ARTICLE V — Miscellaneous

Section 5.1.Notices.  Any notice or communication required or permitted hereunder shall be given as provided in the Credit Agreement.

Section 5.2.Amendments.  No amendment of any provision of this Agreement shall be effective unless it is in writing and signed by Debtor, Secured Party, and Required Lenders (or Debtor and Secured Party with the prior written consent of Required Lenders) and no waiver of any provision of this Agreement, and no consent to any departure by Debtor therefrom, shall be

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effective unless it is in writing and signed by Secured Party with the prior written consent of Required Lenders, and then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given and to the extent specified in such writing.

Section 5.3.Preservation of Rights.  No failure on the part of Secured Party or any Lender to exercise, and no delay in exercising, any right hereunder or under any other Obligation Document shall operate as a waiver thereof; nor shall any single or partial exercise of any such right preclude any other or further exercise thereof or the exercise of any other right.  Neither the execution nor the delivery of this Agreement shall in any manner impair or affect any other security for the Secured Obligations.  The rights and remedies of Secured Party and each Lender provided herein and in the other Obligation Documents are cumulative and are in addition to, and not exclusive of, any rights or remedies provided by law.  The rights of Secured Party and each Lender under any Obligation Document against any party thereto are not conditional or contingent on any attempt by Secured Party or such Lender to exercise any of its rights under any other Obligation Document against such party or against any other Person.

Section 5.4.Unenforceability.  Any provision of this Agreement which is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or invalidity without invalidating the remaining portions hereof or thereof or affecting the validity or enforceability of such provision in any other jurisdiction.

Section 5.5.Survival of Agreements.  All representations and warranties of Debtor herein, and all covenants and agreements herein shall survive the execution and delivery of this Agreement, the execution and delivery of any other Obligation Documents and the creation of the Secured Obligations.

Section 5.6.Other Liable Party.  Neither this Agreement nor the exercise by Secured Party or the failure of Secured Party to exercise any right, power or remedy conferred herein or by law shall be construed as relieving any Other Liable Party from liability on the Secured Obligations or any deficiency thereon.  This Agreement shall continue irrespective of the fact that the liability of any Other Liable Party may have ceased or irrespective of the validity or enforceability of any other Obligation Document to which Debtor or any Other Liable Party may be a party, and notwithstanding the reorganization, death, incapacity or bankruptcy of any Other Liable Party, and notwithstanding the reorganization or bankruptcy or other event or proceeding affecting any Other Liable Party.

Section 5.7.Binding Effect and Assignment.  This Agreement creates a continuing security interest in the Collateral and (a) shall be binding on Debtor and its successors and permitted assigns and (b) shall inure, together with all rights and remedies of Secured Party hereunder, to the benefit of Secured Party that inure to the benefit of such Lender, and their respective successors, transferees and assigns.  Without limiting the generality of the foregoing, each Lender may (except as otherwise provided in and subject to the Credit Agreement and the Intercreditor Agreement) pledge, assign or otherwise transfer any or all of its rights under any or

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all of the Obligation Documents to any other Person, and such other Person shall thereupon become vested with all of the benefits in respect thereof, herein or otherwise in accordance with the Credit Agreement.  None of the rights or duties of Debtor hereunder may be assigned or otherwise transferred without the prior written consent of Secured Party.

Section 5.8.Termination.  It is contemplated by the parties hereto that there may be times when no Secured Obligations are outstanding, but notwithstanding such occurrences, this Agreement shall remain valid and shall be in full force and effect as to subsequent outstanding Secured Obligations.  Upon the satisfaction in full of the Secured Obligations, upon the termination or expiration of the Credit Agreement and the Commitment, and upon written request for the termination hereof delivered by Debtor to Secured Party, this Agreement and the security interest created hereby shall terminate and all rights to the Collateral shall revert to Debtor.  Secured Party will, upon Debtor’s request and at Debtor’s reasonable expense, (a) return to Debtor such of the Collateral as shall not have been sold or otherwise disposed of or applied pursuant to the terms hereof; and (b) execute and deliver to Debtor such documents as Debtor shall reasonably request to evidence such termination.

SECTION 5.9.FINAL AGREEMENT.  THIS WRITTEN AGREEMENT AND THE OTHER LOAN DOCUMENTS REPRESENT THE FINAL AGREEMENT BETWEEN THE PARTIES HERETO AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS, OR SUBSEQUENT ORAL AGREEMENTS OF THE PARTIES HERETO.  THERE ARE NO UNWRITTEN ORAL AGREEMENTS BETWEEN THE PARTIES HERETO.

Section 5.10.Loan Document.  This Agreement is a “Loan Document”, as defined in the Credit Agreement, and, except as expressly provided herein to the contrary, this Agreement is subject to all provisions of the Credit Agreement governing such Loan Documents.

Section 5.11.Governing Law.  This Agreement shall be governed by and construed in accordance with the laws of the State of Texas applicable to contracts made and to be performed entirely within such State, except as required by mandatory provisions of law and except to the extent that the perfection and the effect of perfection or non-perfection of the security interest created hereunder, in respect of any particular collateral, are governed by the laws of a jurisdiction other than such State.

Section 5.12.Counterparts.  This Agreement may be separately executed in any number of counterparts, all of which when so executed shall be deemed to constitute one and the same Agreement.

Section 5.13.Amendment and Restatement.  This Agreement renews, amends and restates that certain Pledge Agreement dated as of April 24, 2003, executed by Debtor in favor of Bank of America, N.A., for the benefit of the “Lenders” named therein (the “Original Pledge

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Agreement”), in its entirety, effective as of the date first written above, and all of the terms and provisions hereof shall supersede the terms and provisions thereof; provided, however that this Agreement renews, extends and continues all Liens existing by the Original Pledge Agreement, although the terms and provisions and conditions of such Liens shall hereafter be governed in all respects by this Agreement.

[THE REMAINDER OF THIS PAGE IS INTENTIONALLY LEFT BLANK]

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IN WITNESS WHEREOF, Debtor, Secured Party, and each Lender has caused this Agreement to be executed and delivered this Agreement by its officer thereunto duly authorized, as of the date first above written.

WESTERN GAS RESOURCES, INC., as Debtor
By:	/s/ William J. Krysiak
	William J. Krysiak
	Executive Vice President and
	Chief Financial Officer

BANK OF AMERICA, N.A.,
as Secured Party
By:	/s/ Richard L. Stein
	Name: Richard L. Stein
	Title: Principal

EXHIBIT A

Corporations

Issuer	Certificate No.	No. of Shares	Class
MIGC, Inc.	3	100,000	common
Western Gas Resources - Texas, Inc.	3	990	common
Western Gas Resources - Texas, Inc.	4	10	common
Mountain Gas Resources, Inc.	A-3	1,000,834	common
Lance Oil & Gas Company, Inc.	1	1,000	common

Limited Liability Companies

Issuer	Membership Interest
Western Gas Wyoming, L.L.C.	100	%

EX-10.4

Exhibit 10.4

[EXECUTION]

[MIGC Pledge Agreement]

AMENDED AND RESTATED SUBSIDIARY PLEDGE AGREEMENT

THIS SUBSIDIARY PLEDGE AGREEMENT (this “Agreement”) is made as of June 29, 2004, by MIGC, Inc., a Delaware corporation (herein called “Debtor”), in favor of Bank of America, N.A., as Administrative Agent for the Lenders (herein called “Secured Party”).

RECITALS:

1.Western Gas Resources, Inc., a Delaware corporation (“Parent”) and Bank of America, N.A., as Administrative Agent, and certain financial institutions (collectively, the “Lenders”) are parties to that certain Amended and Restated Credit Agreement of even date herewith (as from time to time amended, supplemented, or restated, the “Credit Agreement”) pursuant to which Parent has executed in favor of each Lender a promissory note (such promissory notes, as from time to time supplemented or amended and all promissory notes given in renewal and extension thereof are collectively referred to herein as the “Notes”).

2.Parent has executed those certain senior notes pursuant to that certain Third Amended and Restated Master Shelf Agreement among Parent, The Prudential Insurance Company of America (“PICA”), Prudential Investment Management, Inc. (“PIMI”), Pruco Life Insurance Company (“Pruco”) and certain Prudential Affiliates, as therein defined (PICA, PIMI, Pruco and such Prudential Affiliates collectively herein called “Prudential”) dated as of December 19, 1991 (effective January 13, 2003), as from time to time supplemented or amended.

3.Parent and one or more of the Lenders may, from time to time, enter into interest rate swap agreements with respect to various obligations of Parent (such agreements, as from time to time amended, are collectively referred to herein as the “Swap Agreements”).

4.It is a condition precedent to Lenders’ obligation to advance funds to Parent pursuant to the Credit Agreement that Debtor shall execute and deliver this Agreement to Secured Party.

5.Parent owns all of the issued and outstanding stock of Debtor and the board of directors of Debtor has determined that Debtor’s execution, delivery and performance of this Agreement may reasonably be expected to benefit Debtor, directly or indirectly, and are in the best interests of Debtor.

NOW, THEREFORE, in consideration of the premises, of the benefits which will inure to Debtor and the Parent from Lenders’ extensions of credit under the Credit Agreement, and of Ten Dollars and other good and valuable consideration, the receipt and sufficiency of all of which are hereby acknowledged, and in order to induce Lenders to continue to extend credit under the Credit Agreement, Debtor hereby agrees with Secured Party, for the benefit of each Lender, as follows:

AGREEMENTS:

ARTICLE I — Definitions and References

Section 1.1.General Definitions.  As used herein, the terms “Credit Agreement”, “Debtor”, “Parent”, “Secured Party”, “Lenders”, “Notes”, “Prudential” and “Swap Agreements” shall have the meanings indicated above, and the following terms shall have the following meanings:

“Collateral” means all property, of whatever type, which is described in Section 2.1 as being at any time subject to a security interest granted hereunder to Secured Party.

“Commitment” means the agreement or commitment by Lenders to make loans or otherwise extend credit to Parent under the Credit Agreement, and any other agreement, commitment, statement of terms or other document contemplating the making of loans or advances or other extension of credit by Lenders to or for the account of Parent which is now or at any time hereafter intended to be secured by the Collateral under this Agreement.

“Event of Default” means the occurrence of any “Event of Default” as such term is defined in the Credit Agreement.

“Enforcement Action” means any exercise by Secured Party of any rights or remedies against any Collateral, whether hereunder or otherwise, in order to foreclose upon, collect, take possession of, sell, lease, dispose of, or otherwise realize upon Collateral.

“Guaranty” means that certain Guaranty of even date herewith executed by Debtor in favor of Secured Party, for the benefit of Lenders, pursuant to which Debtor guarantees the payment and performance of the indebtedness, liabilities and obligations of Parent owing to Lenders under the Obligation Documents.

“Intercreditor Agreement” means that certain Intercreditor Agreement of even date herewith among Lenders and Prudential, as from time to time amended.

“Issuer” means any issuer of Pledged Shares and any successor of such Issuer.

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“Obligation Documents” means the Credit Agreement, the Notes, the Security Documents and all other documents and instruments under, by reason of which, or pursuant to which any or all of the indebtedness and obligations arising under or pursuant to the Credit Agreement are evidenced, governed, secured, guarantied, or otherwise dealt with, and all other agreements, certificates, and other documents, instruments and writings heretofore or hereafter delivered in connection herewith or therewith.

“Other Liable Party” means any Person, other than Debtor, who may now or may at any time hereafter be primarily or secondarily liable for any of the Secured Obligations or who may now or may at any time hereafter have granted to Secured Party a Lien upon any property as security for the Secured Obligations.

“Pledged Shares” has the meaning given it in Section 2.1(a).

“Related Person” means Parent, each Subsidiary of Parent, and each Other Liable Party.

“Secured Obligations” shall have the meaning given it in Section 2.2.

“UCC” means the Uniform Commercial Code in effect in the State of Texas on the date hereof.

Section 1.2.Incorporation of Other Definitions.  Reference is hereby made to the Credit Agreement for a statement of the terms thereof.  All capitalized terms used in this Agreement which are defined in the Credit Agreement and not otherwise defined herein shall have the same meanings herein as set forth therein.  All terms used in this Agreement which are defined in the UCC and not otherwise defined herein shall have the same meanings herein as set forth therein, except where the context otherwise requires.

Section 1.3.Attachments.  All exhibits or schedules which may be attached to this Agreement are a part hereof for all purposes.

Section 1.4.Amendment of Defined Instruments.  Unless the context otherwise requires or unless otherwise provided herein, references in this Agreement to a particular agreement, instrument or document (including, but not limited to, references in Section 2.1) also refer to and include all renewals, extensions, amendments, modifications, supplements or restatements of any such agreement, instrument or document, provided that nothing contained in this Section shall be construed to authorize any Person to execute or enter into any such renewal, extension, amendment, modification, supplement or restatement.

Section 1.5.References and Titles.  All references in this Agreement to Exhibits, Articles, Sections, subsections, and other subdivisions refer to the Exhibits, Articles, Sections, subsections and other subdivisions of this Agreement unless expressly provided otherwise.  Titles appearing at the beginning of any subdivision are for convenience only and do not

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constitute any part of any such subdivision and shall be disregarded in construing the language contained in this Agreement.  The words “this Agreement”, “herein”, “hereof”, “hereby”, “hereunder” and words of similar import refer to this Agreement as a whole and not to any particular subdivision unless expressly so limited.  The phrases “this Section” and “this subsection” and similar phrases refer only to the Sections or subsections hereof in which the phrase occurs.  The word “or” is not exclusive, and the word “including” (in all of its forms) means “including without limitation”.  Pronouns in masculine, feminine and neuter gender shall be construed to include any other gender, and words in the singular form shall be construed to include the plural and vice versa unless the context otherwise requires.

ARTICLE II — Security Interest

Section 2.1.Grant of Security Interest.  As collateral security for all of the Secured Obligations, Debtor hereby pledges and assigns to Secured Party and grants to Secured Party for the benefit of each Lender a continuing security interest in and to all right, title and interest of the following:

(a)Pledged Shares.  All of the following, whether now or hereafter existing, which are owned by Debtor or in which Debtor otherwise has any rights: the shares of stock of the Subsidiaries of Debtor described in Exhibit A hereto and all certificates representing such shares, all options and other rights, contractual or otherwise, at any time existing with respect to such shares, and all dividends, cash, instruments and other property now or hereafter received, receivable or otherwise distributed in respect of or in exchange for any or all of such shares (any and all such shares, certificates, options, rights, dividends, cash, instruments and other property being herein called the “Pledged Shares”).

(b)Proceeds.  All proceeds of any and all of the foregoing Collateral.

In each case, the foregoing shall be covered by this Agreement, whether Debtor’s ownership or other rights therein are presently held or hereafter acquired and however Debtor’s interests therein may arise or appear (whether by ownership, security interest, claim or otherwise).

Section 2.2.Secured Obligations.  The security interest created hereby in the Collateral constitutes continuing collateral security for all of the following obligations, indebtedness and liabilities, whether now existing or hereafter incurred or arising:

(a)Credit Agreement Indebtedness.  The payment by Parent, as and when due and payable, of all amounts from time to time owing by Parent under or in respect of the Credit Agreement, each Note, and any of the other Obligation Documents, and the due performance by Parent of all of its other obligations under or in respect of the various Obligation Documents.

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(b)Guaranty Indebtedness.  The payment by Debtor, as and when due and payable, of all amounts from time to time owing by Debtor under or in respect of the Guaranty or any of the other Obligation Documents to which Debtor is a party, and the due performance by Debtor of all of its other respective obligations under or in respect of the Guaranty and such other Obligation Documents.

(c)Renewals.  All renewals, extensions, amendments, modifications, supplements, or restatements of or substitutions for any of the foregoing.

(d)Swap Obligations.  All obligations of any Related Person to any Lender or any Affiliate of any Lender under or pursuant to a Swap Agreement between any Related Person and such Lender or any Affiliate of such Lender.

As used herein, the term “Secured Obligations” refers to all present and future indebtedness, obligations, and liabilities of whatever type which are described above in this section, including any interest which accrues after the commencement of any case, proceeding, or other action relating to the bankruptcy, insolvency, or reorganization of the Debtor.  It is the intention of the Debtor and Secured Party that this Agreement not constitute a fraudulent transfer or fraudulent conveyance under any state or federal law that may be applied hereto.  Debtor hereby agrees that its obligations hereunder shall be limited to an aggregate amount equal to the largest amount that would not render its obligations hereunder subject to avoidance under Section 548 of the Bankruptcy Code (Title 11, United States Code) or any comparable provisions of any applicable state law.

ARTICLE III — Representations, Warranties and Covenants

Section 3.1.Representations and Warranties.  Debtor hereby represents and warrants to Secured Party and the Lenders as follows:

(a)Ownership Free of Liens.  Debtor has good and marketable title to the Collateral free and clear of all Liens, encumbrances or adverse claims, except for the security interest created by this Agreement and the security interest in favor of Prudential pursuant to the Prudential Pledge Agreement.  No dispute, right of setoff, counterclaim or defense exists with respect to all or any part of the Collateral.  No effective financing statement or other instrument similar in effect covering all or any part of the Collateral is on file in any recording office except any which have been filed in favor of Secured Party relating to this Agreement and any which have been filed in favor of Prudential relating to the Prudential Pledge Agreement.

(b)No Conflicts or Consents.  Neither the ownership or the intended use of the Collateral by Debtor, nor the grant of the security interest by Debtor to Secured Party

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herein, nor the exercise by Secured Party of its rights or remedies hereunder, will (i) conflict with any provision of (a) the articles or certificate of incorporation or bylaws of Debtor or any similar charter documents of any Issuer, or (b) any agreement, judgment, license, order or permit applicable to or binding upon Debtor or any Issuer, or (ii) result in or require the creation of any Lien, charge or encumbrance upon any material assets or properties of Debtor or of any Issuer or Related Person except as expressly contemplated in the Obligation Documents.  Except as expressly contemplated in the Obligation Documents (including, without limitation, Section 6.13 of the Credit Agreement), no consent, approval, authorization or order of, and no notice to or filing with, any court, governmental authority, Issuer or third party is required in connection with the grant by Debtor of the security interest herein, or the exercise by Secured Party of its rights and remedies hereunder.

(c)Security Interest.  Debtor has and will have at all times full right, power and authority to grant a security interest in the Collateral to Secured Party as provided herein, free and clear of any Lien, adverse claim, or encumbrance except for the Liens in favor of Prudential pursuant to the Prudential Pledge Agreement or restrictions imposed by a regulatory authority.

(d)Perfection.  The taking possession by Secured Party of all certificates, instruments and cash constituting Collateral from time to time and the filing of financing statements with the Secretary of State (or equivalent governmental official) of the State in which Debtor is organized will perfect, and establish the first priority of (subject only to any Liens in favor of Prudential in accordance with and subject to the terms of the Intercreditor Agreement), Secured Party’s security interest hereunder in the Collateral securing the Secured Obligations.  No further or subsequent filing, recording, registration, other public notice or other action is necessary or desirable to perfect or otherwise continue, preserve or protect such security interest except (i) for continuation statements described in UCC Section 9.515(d), (ii) for filings required to be filed in the event of a change in the name, identity, or corporate structure of Debtor, or (iii) in the event any financing statement filed by Secured Party relating hereto otherwise becomes inaccurate or incomplete.

(e)Location of Debtor and Records.  Debtor’s chief executive office and principal place of business and the office where the records concerning the Collateral are kept is located at 1099 18^th Street, Suite 1200, Denver, Colorado 80202.

(f)Pledged Shares.  Debtor has delivered to Secured Party all certificates evidencing Pledged Shares.  All such certificates are valid and genuine and have not been altered.  All shares and other securities constituting the Pledged Shares have been duly authorized and validly issued, are fully paid and non-assessable, and were not issued in violation of the preemptive rights of any Person or of any agreement by which Debtor or the Issuer thereof is bound.  All documentary, stamp or other taxes or fees owing in

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connection with the issuance, transfer or pledge of Pledged Shares (or rights in respect thereof) have been paid.  No restrictions or conditions exist with respect to the transfer, voting or capital of any Pledged Shares under the documentation governing such Pledged Shares or LLC Rights.  The Pledged Shares constitute one hundred percent (100%) of the shares of capital stock of each Issuer.  No Issuer of any Pledged Shares has any outstanding stock rights, rights to subscribe, options, warrants or convertible securities outstanding or any other rights outstanding whereby any Person would be entitled to have issued to him capital stock of such Issuer.  The Pledged Shares do not constitute “margin stock” as such term is defined in Regulation U promulgated by the Board of Governors of the Federal Reserve System.

Section 3.2.Affirmative Covenants.  Unless Secured Party shall otherwise consent in writing after having received the consent of the Required Lenders, Debtor will at all times comply with the covenants contained in this Section 3.2 from the date hereof and so long as any part of the Secured Obligations or the Commitment is outstanding.

(a)Ownership and Liens.  Debtor will maintain good and marketable title to all Collateral free and clear of all Liens, encumbrances or adverse claims, except for the security interest created by this Agreement and the security interest created by the Prudential Pledge Agreement.  Debtor will defend Secured Party’s right, title and special property and security interest in and to the Collateral against the claims of any Person.

(b)Further Assurances.  Debtor will, at its reasonable expense and at any time and from time to time, promptly execute and deliver all further instruments and documents and take all further action that may be reasonably necessary or that Secured Party may reasonably request in order (i) to perfect and protect the security interest created or purported to be created hereby and the priority of such security interest as stated herein; (ii) to enable Secured Party to exercise and enforce its rights and remedies hereunder in respect of the Collateral; or (iii) to otherwise effect the purposes of this Agreement, including but not limited to: (A) executing and filing such financing or continuation statements, or amendments thereto, as may be reasonably necessary or desirable or that Secured Party may request in order to perfect and preserve the security interest created or purported to be created hereby; and (B) furnishing to Secured Party from time to time statements and schedules further identifying and describing the Collateral and such other reports in connection with the Collateral as Secured Party may reasonably request, all in reasonable detail.

(c)Inspection and Information.  Debtor will furnish to Secured Party and each Lender any information which Secured Party may from time to time reasonably request on behalf of itself or any Lender concerning the Collateral, any covenant, provision or condition of this Agreement, or any matter in connection with Debtor’s businesses and operations.  Debtor shall permit representatives and independent contractors of the Secured Party to make such visitations and inspections on the terms as provided in

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Section 6.10 of the Credit Agreement.  Secured party and each Lender hereby agree that it will, at all times, abide by the terms of Section 10.08 of the Credit Agreement regarding treatment of confidential information.

(d)Delivery of Pledged Shares.  All instruments, certificates and writings evidencing the Pledged Shares shall be delivered to Secured Party on or prior to the execution and delivery of this Agreement, together with a true and correct copy of the articles of incorporation and bylaws of each Issuer and all amendments and supplements thereto.  All other instruments, certificates and writings hereafter evidencing or constituting Pledged Shares and all amendments or supplements to the articles of incorporation or bylaws (whether or not authorized hereunder) shall be delivered to Secured Party promptly upon the receipt thereof by or on behalf of Debtor.  All such Pledged Shares shall be held by or on behalf of Secured Party pursuant hereto and shall be delivered in suitable form for transfer by delivery with any necessary endorsement or shall be accompanied by fully executed instruments of transfer or assignment in blank, all in form and substance reasonably satisfactory to Secured Party.

(e)Proceeds of Pledged Shares.  If Debtor shall receive, by virtue of its being or having been an owner of any Pledged Shares, any (i) certificate evidencing shares of stock (including any certificate representing a stock dividend or distribution in connection with any increase or reduction of capital, reorganization, reclassification, merger, consolidation, sale of assets, combination of shares, stock split, spinoff or split-off), promissory note or other instrument or writing; (ii) option or right, whether as an addition to, substitution for, or in exchange for, any Pledged Shares, or otherwise; (iii) dividends payable in cash (except such dividends permitted to be retained by Debtor pursuant to Section 4.8 hereof) or in securities or other property, or (iv) dividends or other distributions in connection with a partial or total liquidation or dissolution or in connection with a reduction of capital, capital surplus or paid-in surplus, if an Event of Default shall have occurred and be continuing, Debtor shall receive the same in trust for the benefit of Secured Party, shall segregate it from Debtor’s other property, and shall promptly deliver it to Secured Party in the exact form received, with any necessary endorsement or appropriate stock powers duly executed in blank, to be held by Secured Party as Collateral.

(f)Status of Pledged Shares.  The certificates evidencing the Pledged Shares shall at all times be valid and genuine and shall not be altered.  The Pledged Shares at all times shall be duly authorized, validly issued, fully paid, and non-assessable, and shall not be issued in violation of the pre-emptive rights of any Person or of any agreement by which Debtor or the Issuer thereof is bound and shall not be subject to any restrictions with respect to transfer, voting or capital of such Pledged Shares.

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(g)Notices from Issuer.  Debtor will promptly deliver to Secured Party a copy of each notice or other communication received by Debtor from any Issuer in respect of any Pledged Shares.

Section 3.3.Negative Covenants.  Unless Secured Party shall otherwise consent in writing after having received the consent of the Required Lenders, Debtor will at all times comply with the covenants contained in the Credit Agreement and in this Section 3.3 from the date hereof and so long as any part of the Secured Obligations or the Commitment is outstanding.

(a)Transfer or Encumbrance.  Except as expressly allowed under the Credit Agreement, without the prior written consent of Required Lenders, Debtor will not sell, assign (by operation of law or otherwise), transfer, exchange or otherwise dispose of any of the Collateral, nor will Debtor grant a Lien upon or execute, file or record any financing statement or other registration with respect to the Collateral, nor will Debtor allow any such Lien, financing statement, or other registration to exist or deliver actual or constructive possession of the Collateral to any other Person, other than Liens, financing statements or other registrations in favor of Secured Party and Prudential.

(b)Financing Statement Filings.  Debtor recognizes that financing statements pertaining to the Collateral have been or may be filed where Debtor has its chief executive office or chief place of business.  Without limitation of any other covenant herein, Debtor will not cause or permit any change to be made in the location of its chief executive office or chief place of business, unless Debtor shall have notified Secured Party of such change at least thirty (30) days prior to the effective date of such change, and shall have first taken all action reasonably required by Secured Party for the purpose of further perfecting or protecting the security interest in favor of Secured Party in the Collateral.  In any notice furnished pursuant to this subsection, Debtor will expressly state that the notice is required by this Agreement and contains facts that may require additional filings of financing statements or other notices for the purposes of continuing perfection of Secured Party’s security interest in the Collateral.

(c)Dilution of Shareholdings.  Debtor will not permit the issuance of (i) any additional shares of any class of capital stock of any Issuer (unless immediately upon issuance the same are pledged and delivered to Secured Party pursuant to the terms hereof to the extent necessary to give Secured Party a first priority security interest unless prohibited by a regulatory authority having jurisdiction over an Issuer (subject only to any security interest in favor of Prudential in accordance with and subject to the terms of the Intercreditor Agreement) after such issue in at least the same percentage of such Issuer’s outstanding shares as Debtor had before such issue), (ii) any securities convertible voluntarily by the holder thereof or automatically upon the occurrence or non-occurrence of any event or condition into, or exchangeable for, any such shares of capital stock, or (iii) any warrants, options, contracts or other commitments entitling any Person to

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purchase or otherwise acquire any such shares of capital stock not outstanding as of the date of this Agreement.

(d)Restrictions on Pledged Shares.  Debtor will not enter into any agreement creating, or otherwise permit to exist, any restriction or condition upon the transfer, voting or control of any Pledged Shares except under the Debt Securities.

ARTICLE IV — Remedies, Powers and Authorizations

Section 4.1.Provisions Concerning the Collateral.

(a)Additional Filings.  Debtor hereby authorizes Secured Party to file, without the signature of Debtor where permitted by law, one or more financing or continuation statements, and amendments thereto, relating to the Collateral.  Debtor further agrees that a carbon, photographic or other reproduction of this Agreement or of any financing statement describing any Collateral is sufficient as a financing statement and may be filed in any jurisdiction by Secured Party as it may deem appropriate.

(b)Power of Attorney.  Debtor hereby irrevocably appoints Secured Party as Debtor’s attorney-in-fact and proxy, with full authority in the place and stead of Debtor and in the name of Debtor or otherwise, from time to time in Secured Party’s discretion, upon the occurrence and during the continuance of an Event of Default, to take any action, and to execute or indorse any instrument, certificate or notice, which Secured Party may deem necessary or advisable to accomplish the purposes of this Agreement including any action or instrument: (i) to request or instruct each Issuer (and any registrar, transfer agent, or similar Person acting on behalf of each Issuer) to register the pledge or transfer of the Collateral to Secured Party; (ii) to otherwise give notification to any Issuer (or any such registrar, transfer agent, financial intermediary, or other Person) of Secured Party’s security interests hereunder; (iii) to ask, demand, collect, sue for, recover, compound, receive and give acquittance and receipts for moneys due and to become due under or in respect of any of the Collateral; (iv) to receive, indorse and collect any drafts or other instruments or documents; (v) to enforce any obligations included among the Collateral; and (vi) to file any claims or take any action or institute any proceedings which Secured Party may deem necessary or desirable for the collection of any of the Collateral or otherwise to enforce, perfect, or establish the priority of the rights of Secured Party with respect to any of the Collateral.  Debtor hereby acknowledges that such power of attorney and proxy are coupled with an interest, and are irrevocable.

(c)Performance by Secured Party.  If Debtor fails to perform any agreement or obligation contained herein, Secured Party may itself perform, or cause performance of, such agreement or obligation, and the reasonable expenses of Secured Party incurred in connection therewith shall be payable by Debtor under Section 4.5.

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Section 4.2.Remedies.  If an Event of Default shall have occurred and be continuing, Secured Party may, except as limited by any regulatory approvals, requests or requirements, from time to time in its discretion, without limitation and without notice except as expressly provided below (in each case subject to the Intercreditor Agreement):

(a)exercise in respect of the Collateral, in addition to any other rights and remedies provided for herein, under the other Obligation Documents or otherwise available to it, all the rights and remedies of a secured party on default under the UCC (whether or not the UCC applies to the affected Collateral);

(b)require Debtor to, and Debtor hereby agrees that it will at its expense and upon request of Secured Party, promptly assemble all or part of the Collateral as directed by Secured Party and make it (together with all books, records and information of Debtor relating thereto) available to Secured Party at a place to be designated by Secured Party which is reasonably convenient to both parties;

(c)reduce its claim to judgment or foreclose or otherwise enforce, in whole or in part, the security interest created hereby by any available judicial procedure;

(d)dispose of, at its office, on the premises of Debtor or elsewhere, all or any part of the Collateral, as a unit or in parcels, by public or private proceedings, and by way of one or more contracts (it being agreed that the sale of any part of the Collateral shall not exhaust Secured Party’s power of sale, but sales may be made from time to time, and at any time, until all of the Collateral has been sold or until the Secured Obligations have been paid and performed in full), and at any such sale it shall not be necessary to exhibit any of the Collateral;

(e)buy (or allow one or more of the Lenders to buy) the Collateral, or any part thereof, at any public sale;

(f)buy (or allow one or more of the Lenders to buy) the Collateral, or any part thereof, at any private sale if the Collateral is of a type customarily sold in a recognized market or is of a type which is the subject of widely distributed standard price quotations;

(g)apply by appropriate judicial proceedings for appointment of a receiver for the Collateral, or any part thereof, and Debtor hereby consents to any such appointment;

(h)at its discretion, retain the Collateral in satisfaction of the Secured Obligations whenever the circumstances are such that Secured Party is entitled to do so under the UCC or otherwise (provided that Secured Party shall in no circumstances be deemed to have retained the Collateral in satisfaction of the Secured Obligations in the absence of an express notice by Secured Party to Debtor that Secured Party has either done so or intends to do so); and

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(i)take any other Enforcement Action.

Debtor agrees that, to the extent notice of sale shall be required by law, at least ten (10) days’ notice to Debtor of the time and place of any public sale or the time after which any private sale is to be made shall constitute reasonable notification.  Secured Party shall not be obligated to make any sale of Collateral regardless of notice of sale having been given.  Secured Party may adjourn any public or private sale from time to time by announcement at the time and place fixed therefor, and such sale may, without further notice, be made at the time and place to which it was so adjourned.

Section 4.3.Application of Proceeds. Whenever Secured Party applies any cash held by Secured Party as Collateral, or any cash proceeds received by Secured Party in respect of any sale of, collection from, or other realization upon all or any part of the Collateral, the same shall be applied in the following order (subject to the rights of Lenders under the Credit Agreement and subject to the terms of the Intercreditor Agreement):

(a)To the repayment of all costs and expenses, including reasonable attorneys’ fees and legal expenses, incurred by Secured Party in connection with (i) the administration of this Agreement, (ii) the custody, preservation, use or operation of, or the sale of, collection from, or other realization upon, any Collateral, (iii) the exercise or enforcement of any of the rights of Secured Party hereunder, or (iv) the failure of Debtor to perform or observe any of the provisions hereof;

(b)To the payment or other satisfaction of any Liens, encumbrances, or adverse claims upon or against any of the Collateral (other than those arising pursuant to the Prudential Pledge Agreement);

(c)To the reimbursement of Secured Party for the amount of any obligations of Debtor or any Other Liable Party paid or discharged by Secured Party (other than amounts for principal and interest under the Notes) pursuant to the provisions of this Agreement or the other Obligation Documents, and of any expenses of Secured Party payable by Debtor hereunder or under the other Obligation Documents;

(d)To the satisfaction of any other Secured Obligations to each Lender and Prudential in accordance with its Proportionate Share (as defined in the Intercreditor Agreement);

(e)By holding the same as Collateral;

(f)To the payment of any other amounts required by applicable law (including any provision of the UCC); and

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(g)By delivery to Debtor or to whomever shall be lawfully entitled to receive the same or as a court of competent jurisdiction shall direct.

Each Lender hereby authorizes the Secured Party to remit to Prudential any cash held as Collateral or cash proceeds at any time due to Prudential pursuant to clause (d) above and the terms of the Intercreditor Agreement.

Section 4.4.Deficiency.  In the event that the proceeds of any sale, collection or realization of or upon Collateral by Secured Party are insufficient to pay all Secured Obligations and any other amounts to which Secured Party and Lenders are legally entitled, Debtor shall be liable for the deficiency, together with interest thereon as provided in the governing Obligation Documents or (if no interest is so provided) at such other rate as shall be fixed by applicable law, together with the costs of collection and the reasonable fees of any attorneys employed by Secured Party to collect such deficiency.

Section 4.5.Indemnity and Expenses.  In addition to, but not in qualification or limitation of, any similar obligations under other Obligation Documents:

(a)Debtor will indemnify Secured Party and each Lender from and against any and all claims, losses and liabilities growing out of or resulting from this Agreement (including enforcement of this Agreement), WHETHER OR NOT SUCH CLAIMS, LOSSES AND LIABILITIES ARE IN ANY WAY OR TO ANY EXTENT OWED, IN WHOLE IN OR PART, UNDER ANY CLAIM OR THEORY OF STRICT LIABILITY, OR ARE CAUSED BY OR ARISE OUT OF SUCH INDEMNIFIED PARTY’S OWN NEGLIGENCE, except to the extent such claims, losses or liabilities are proximately caused by the indemnified party’s individual gross negligence or willful misconduct.  As used in this Section 4.5, the terms “Secured Party” and “Lender” shall include each director, officer, agent, attorney, employee, representative and Affiliate of such Person.

(b)Debtor will upon demand pay to Secured Party the amount of any and all reasonable costs and expenses, including the reasonable fees and disbursements of Secured Party’s counsel and of any experts and agents, which Secured Party may incur in connection with (i) the transactions which give rise to this Agreement, (ii) the preparation of this Agreement and the perfection and preservation of this security interest created under this Agreement, (iii) the administration of this Agreement; (iv) the custody, preservation, use or operation of, or the sale of, collection from, or other realization upon, any Collateral; (v) the exercise or enforcement of any of the rights of Secured Party hereunder; or (vi) the failure by Debtor to perform or observe any of the provisions hereof, except expenses resulting from Secured Party’s gross negligence or willful misconduct.

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Section 4.6.Non-Judicial Remedies.  In granting to Secured Party the power to enforce its rights hereunder without prior judicial process or judicial hearing, Debtor expressly waives, renounces and knowingly relinquishes any legal right which might otherwise require Secured Party to enforce its rights by judicial process.  In so providing for non-judicial remedies, Debtor recognizes and concedes that such remedies are consistent with the usage of trade, are responsive to commercial necessity, and are the result of a bargain at arm’s length.  Nothing herein is intended, however, to prevent Secured Party or Debtor from resorting to judicial process at its option.

Section 4.7.Other Recourse.  Debtor waives any right to require Secured Party or any Lender to proceed against any other Person, to exhaust any Collateral or other security for the Secured Obligations, or to have any Other Liable Party joined with Debtor in any suit arising out of the Secured Obligations or this Agreement, or pursue any other remedy in Secured Party’s power.  Debtor further waives any and all notice of acceptance of this Agreement and of the creation, modification, rearrangement, renewal or extension for any period of any of the Secured Obligations of any Other Liable Party from time to time.  Debtor further waives any defense arising by reason of any disability or other defense of any Other Liable Party or by reason of the cessation from any cause whatsoever of the liability of any Other Liable Party.  This Agreement shall continue irrespective of the fact that the liability of any Other Liable Party may have ceased and irrespective of the validity or enforceability of any other Obligation Document to which Debtor or any Other Liable Party may be a party, and notwithstanding any death, incapacity, reorganization, or bankruptcy of any Other Liable Party or any other event or proceeding affecting any Other Liable Party.  Until all of the Secured Obligations shall have been paid in full, Debtor shall have no right to subrogation and Debtor waives the right to enforce any remedy which Secured Party or any Lender has or may hereafter have against any Other Liable Party, and waives any benefit of and any right to participate in any other security whatsoever now or hereafter held by Secured Party and each Lender.  Debtor authorizes Secured Party, without notice or demand, without any reservation of rights against Debtor, and without in any way affecting Debtor’s liability hereunder or on the Secured Obligations, from time to time to (a) take or hold any other property of any type from any other Person as security for the Secured Obligations, and exchange, enforce, waive and release any or all of such other property, (b) apply the Collateral or such other property and direct the order or manner of sale thereof as Secured Party may in its discretion determine, subject to the Intercreditor Agreement, (c) renew, extend for any period, accelerate, modify, compromise, settle or release any of the obligations of any Other Liable Party in respect of any or all of the Secured Obligations or other security for the Secured Obligations, (d) waive, enforce, modify, amend, restate or supplement any of the provisions of any Obligation Document with any Person other than Debtor, and (e) release or substitute any Other Liable Party.  Any action described in this Section 4.7 may be taken by Secured Party only in accordance with the Intercreditor Agreement.

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Section 4.8.Voting Rights, Dividends, Etc. in Respect of Pledged Shares.

(a)So long as no Event of Default shall have occurred and be continuing Debtor may receive and retain any and all dividends or interest paid in respect of the Pledged Shares; provided, however, that any and all

(i)dividends and interest paid or payable other than in cash in respect of, and instruments and other property received, receivable or otherwise distributed in respect of or in exchange for, any Pledged Shares,

(ii)dividends and other distributions paid or payable in cash in respect of any Pledged Shares in connection with a partial or total liquidation or dissolution or in connection with a reduction of capital, capital surplus or paid-in surplus, and

(iii)cash paid, payable or otherwise distributed in redemption of, or in exchange for, any Pledged Shares,

shall be, and shall forthwith be delivered to Secured Party to hold as, Pledged Shares and shall, if received by Debtor, be received in trust for the benefit of Secured Party, be segregated from the other property or funds of Debtor, and be forthwith delivered to Secured Party in the exact form received with any necessary indorsement or appropriate stock powers duly executed in blank, to be held by Secured Party as Collateral.

(b)Upon the occurrence and during the continuance of an Event of Default:

(i)all rights of Debtor to receive and retain the dividends and interest payments which it would otherwise be authorized to receive and retain pursuant to subsection (a) of this section shall automatically cease, and all such rights shall thereupon become vested in Secured Party which shall thereupon have the sole right to receive and hold as Pledged Shares such dividends and interest payments;

(ii)without limiting the generality of the foregoing, Secured Party may at its option (subject to the Intercreditor Agreement) exercise any and all rights of conversion, exchange, subscription or any other rights, privileges or options pertaining to any of the Pledged Shares as if it were the absolute owner thereof, including, without limitation, the right to exchange, in its discretion, any and all of the Pledged Shares upon the merger, consolidation, reorganization, recapitalization or other adjustment of any Issuer, or upon the exercise by any Issuer of any right, privilege or option pertaining to any Pledged Shares, and, in connection therewith, to deposit and deliver any and all of the Pledged Shares with any committee, depository, transfer, agent, registrar or other designated agent upon such terms and conditions as it may determine; and

(iii)all dividends and interest payments which are received by Debtor contrary to the provisions of subsection (b)(i) of this section shall be received in

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trust for the benefit of Secured Party, shall be segregated from other funds of Debtor, and shall be forthwith paid over to Secured Party as Pledged Shares in the exact form received, to be held by Secured Party as Collateral.

Section 4.9.Private Sale of Pledged Shares.  Debtor recognizes that Secured Party may deem it impracticable to effect a public sale of all or any part of the Pledged Shares and that Secured Party may, therefore, determine to make one or more private sales of any such securities to a restricted group of purchasers who will be obligated to agree, among other things, to acquire such securities for their own account, for investment and not with a view to the distribution or resale thereof.  Debtor acknowledges that any such private sale may be at prices and on terms less favorable to the seller than the prices and other terms which might have been obtained at a public sale and, notwithstanding the foregoing, agrees that such private sales shall be deemed to have been made in a commercially reasonable manner and that Secured Party shall have no obligation to delay sale of any such securities for the period of time necessary to permit the Issuer of such securities to register such securities for public sale under the Securities Act of 1933, as amended.  Debtor further acknowledges and agrees that any offer to sell such securities which has been (a) publicly advertised on a bona fide basis in a newspaper or other publication of general circulation in the financial community of Denver, Colorado (to the extent that such an offer may be so advertised without prior registration under the Securities Act), or (b) made privately in the manner described above to not less than fifteen (15) bona fide offerees shall be deemed to involve a “public disposition” for the purposes of Section 9.610(c) of the UCC (or any successor or similar, applicable statutory provision) as then in effect in the State of Texas, notwithstanding that such sale may not constitute a “public offering” under the Securities Act of 1933, as amended, and that Secured Party may, in such event, bid for the purchase of such securities.  Notwithstanding anything herein to the contrary, Secured Party acknowledges that any sale hereunder with respect to a PUC Subsidiary may be subject to the approval of any applicable public utility commission having regulatory authority over such PUC Subsidiary.

ARTICLE VI — Miscellaneous

Section 6.1.Notices.  Any notice or communication required or permitted hereunder shall be given as provided in the Credit Agreement.

Section 6.2.Amendments.  No amendment of any provision of this Agreement shall be effective unless it is in writing and signed by Debtor, Secured Party, and Required Lenders (or Debtor and Secured Party with the prior written consent of Required Lenders) and no waiver of any provision of this Agreement, and no consent to any departure by Debtor therefrom, shall be effective unless it is in writing and signed by Secured Party with the prior written consent of Required Lenders, and then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given and to the extent specified in such writing.

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Section 6.3.Preservation of Rights.  No failure on the part of Secured Party or any Lender to exercise, and no delay in exercising, any right hereunder or under any other Obligation Document shall operate as a waiver thereof; nor shall any single or partial exercise of any such right preclude any other or further exercise thereof or the exercise of any other right.  Neither the execution nor the delivery of this Agreement shall in any manner impair or affect any other security for the Secured Obligations.  The rights and remedies of Secured Party and each Lender provided herein and in the other Obligation Documents are cumulative and are in addition to, and not exclusive of, any rights or remedies provided by law.  The rights of Secured Party and each Lender under any Obligation Document against any party thereto are not conditional or contingent on any attempt by Secured Party or such Lender to exercise any of its rights under any other Obligation Document against such party or against any other Person.

Section 6.4.Unenforceability.  Any provision of this Agreement which is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or invalidity without invalidating the remaining portions hereof or thereof or affecting the validity or enforceability of such provision in any other jurisdiction.

Section 6.5.Survival of Agreements.  All representations and warranties of Debtor herein, and all covenants and agreements herein shall survive the execution and delivery of this Agreement, the execution and delivery of any other Obligation Documents and the creation of the Secured Obligations.

Section 6.6.Other Liable Party.  Neither this Agreement nor the exercise by Secured Party or the failure of Secured Party to exercise any right, power or remedy conferred herein or by law shall be construed as relieving any Other Liable Party from liability on the Secured Obligations or any deficiency thereon.  This Agreement shall continue irrespective of the fact that the liability of any Other Liable Party may have ceased or irrespective of the validity or enforceability of any other Obligation Document to which Debtor or any Other Liable Party may be a party, and notwithstanding the reorganization, death, incapacity or bankruptcy of any Other Liable Party, and notwithstanding the reorganization or bankruptcy or other event or proceeding affecting any Other Liable Party.

Section 6.7.Binding Effect and Assignment.  This Agreement creates a continuing security interest in the Collateral and (a) shall be binding on Debtor and its successors and permitted assigns and (b) shall inure, together with all rights and remedies of Secured Party hereunder, to the benefit of Secured Party that inure to the benefit of such Lender, and their respective successors, transferees and assigns.  Without limiting the generality of the foregoing, each Lender may (except as otherwise provided in and subject to the Credit Agreement and the Intercreditor Agreement) pledge, assign or otherwise transfer any or all of its rights under any or all of the Obligation Documents to any other Person, and such other Person shall thereupon become vested with all of the benefits in respect thereof, herein or otherwise.  None of the rights or duties of Debtor hereunder may be assigned or otherwise transferred without the prior written consent of Secured Party.

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Section 6.8.Termination.  It is contemplated by the parties hereto that there may be times when no Secured Obligations are outstanding, but notwithstanding such occurrences, this Agreement shall remain valid and shall be in full force and effect as to subsequent outstanding Secured Obligations.  Upon the satisfaction in full of the Secured Obligations, upon the termination or expiration of the Credit Agreement and the Commitment, and upon written request for the termination hereof delivered by Debtor to Secured Party, this Agreement and the security interest created hereby shall terminate and all rights to the Collateral shall revert to Debtor.  Secured Party will, upon Debtor’s request and at Debtor’s reasonable expense, (a) return to Debtor such of the Collateral as shall not have been sold or otherwise disposed of or applied pursuant to the terms hereof; and (b) execute and deliver to Debtor such documents as Debtor shall reasonably request to evidence such termination.

SECTION 6.9.FINAL AGREEMENT.  THIS WRITTEN AGREEMENT AND THE OTHER LOAN DOCUMENTS REPRESENT THE FINAL AGREEMENT BETWEEN THE PARTIES HERETO AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS, OR SUBSEQUENT ORAL AGREEMENTS OF THE PARTIES HERETO.  THERE ARE NO UNWRITTEN ORAL AGREEMENTS BETWEEN THE PARTIES HERETO.

Section 6.10.Loan Document.  This Agreement is a “Loan Document”, as defined in the Credit Agreement, and, except as expressly provided herein to the contrary, this Agreement is subject to all provisions of the Credit Agreement governing such Loan Documents.

Section 6.11.Governing Law.  This Agreement shall be governed by and construed in accordance with the laws of the State of Texas applicable to contracts made and to be performed entirely within such State, except as required by mandatory provisions of law and except to the extent that the perfection and the effect of perfection or non-perfection of the security interest created hereunder, in respect of any particular collateral, are governed by the laws of a jurisdiction other than such State.

Section 6.12.Counterparts.  This Agreement may be separately executed in any number of counterparts, all of which when so executed shall be deemed to constitute one and the same Agreement.

Section 6.13.Amendment and Restatement.  This Agreement renews, amends and restates that certain Pledge Agreement dated as of April 24, 2003, executed by Debtor in favor of Bank of America, N.A., for the benefit of the “Lenders” named therein (the “Original Pledge Agreement”), in its entirety, effective as of the date first written above, and all of the terms and provisions hereof shall supersede the terms and provisions thereof; provided, however that this Agreement renews, extends and continues all Liens existing by the Original Pledge Agreement,

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although the terms and provisions and conditions of such Liens shall hereafter be governed in all respects by this Agreement.

[THE REMAINDER OF THIS PAGE IS INTENTIONALLY LEFT BLANK]

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IN WITNESS WHEREOF, Debtor, Secured Party, and each Lender has caused this Agreement to be executed and delivered this Agreement by its officer thereunto duly authorized, as of the date first above written.

MIGC, INC., as Debtor
By:	/s/ William J. Krysiak
	William J. Krysiak
	Executive Vice President and
	Chief Financial Officer

BANK OF AMERICA, N.A.,
as Secured Party
By:	/s/ Richard L. Stein
	Name: Richard L. Stein
	Title: Principal

EXHIBIT A

Issuers

Issuer	Certificate No.	No. of Shares	Class
MGTC, Inc.	5	60,000	common

EX-10.5

Exhibit 10.5

[EXECUTION]

AMENDED AND RESTATED INTERCREDITOR AGREEMENT

This INTERCREDITOR AGREEMENT (as amended or supplemented from time to time, herein called this “Agreement”), is entered into as of June 29, 2004, by and among the BANKS (as defined below), BANK OF AMERICA, N.A., as Administrative Agent for the Banks (in such capacity, the “Agent”) and as Collateral Agent for the Lenders (in such capacity, the “Collateral Agent”), and THE PRUDENTIAL INSURANCE COMPANY OF AMERICA (“PICA”), PRUCO LIFE INSURANCE COMPANY (“Pruco”), ING LIFE INSURANCE & ANNUITY COMPANY (“ING”), PRUDENTIAL INVESTMENT MANAGEMENT, INC. (“Prudential”), PRUCO LIFE INSURANCE COMPANY OF NEW JERSEY (“Pruco NJ”), GIBRALTER LIFE INSURANCE CO., LTD. (“Gibralter”), RGA REINSURANCE COMPANY (“RGA”), AMERICAN BANKERS LIFE ASSURANCE COMPANY OF FLORIDA, INC. (“American”), FORTIS BENEFITS INSURANCE COMPANY (“Fortis”), and CONNECTICUT GENERAL LIFE INSURANCE COMPANY (“Connecticut” and, together with PICA, Pruco, ING, Prudential, Pruco NJ, Gibralter, RGA, American, and Fortis, collectively, the “Initial Prudential Noteholders”).

W I T N E S S E T H:

WHEREAS, WESTERN GAS RESOURCES, INC., a Delaware corporation (herein called the “Company”), the Banks and the Agent have entered into that certain Amended and Restated Credit Agreement of even date herewith (herein, as from time to time amended, supplemented or restated, called the “Bank Agreement”) which amends and restates in its entirety the Credit Agreement dated as of April 24, 2003 among the Company, the Agent and the lenders named therein (the “Existing Credit Agreement”);

WHEREAS, pursuant to the Bank Agreement, the Banks have agreed to make revolving loans to the Company and to issue letters of credit for the account of the Company, and the Company has executed in favor of each Bank a promissory note (such promissory notes, as from time to time supplemented or amended and all promissory notes given in renewal and extension thereof are collectively referred to herein as the “Bank Notes”);

WHEREAS, one or more of the Banks or Prudential Affiliates (as defined herein) may, from time to time, enter into Swap Contracts with the Company or Affiliates of the Company;

WHEREAS, payment of the obligations of the Company to the Banks and the Agent arising under or in connection with the Bank Agreement and the Swap Contracts from time to time is guaranteed pursuant to that certain Guaranty of even date herewith from the Guarantors in favor of Agent and the Banks (herein, as amended from time to time, collectively called the “Bank Guaranty”) which amends and restates the Guaranty dated as of April 24, 2003 from each Guarantor in favor of the Banks and the Agent;

WHEREAS, the Company and the Initial Prudential Noteholders have entered into that certain Third Amended and Restated Master Shelf Agreement dated as of December 19, 1991 and effective as of January 13, 2003 (herein, as from time to time amended, supplemented or restated, called the “Prudential Agreement”), which amended and restated the Master Shelf Agreement dated as of December 19, 1991 between the Company and PICA;

WHEREAS, the Company has issued and may hereafter issue Senior Notes pursuant to the Prudential Agreement, in each case evidencing indebtedness of the Company to the Initial Prudential Noteholders and all subsequent holders of Prudential Notes;

WHEREAS, each Guarantor has heretofore executed and delivered to Prudential its guaranty (herein, as amended from time to time, collectively called the “Prudential Guaranties”), guaranteeing payment of obligations of the Company to Prudential, for itself and on behalf of the Initial Prudential Noteholders under the Prudential Agreement and all subsequent holders of Prudential Notes under the Prudential Agreement, arising under or in connection with the Prudential Notes and the Prudential Agreement and, to the extent any Prudential Affiliate enters into a Swap Contract, any such Swap Contract (by amendment to the Prudential Guaranties);

WHEREAS, hereafter subsidiaries of the Company may from time to time issue additional guaranties in favor of the Banks or any of them in connection with the Bank Agreement, in favor of any Swap Lenders in connection with any Swap Contracts, or in favor of Prudential in connection with the Prudential Notes and the Prudential Agreement (any such guaranties herein being called “Additional Guaranties” and any subsidiaries executing Additional Guaranties herein being called the “Additional Guarantors”);

WHEREAS, the Company has executed and delivered to the Agent for the benefit of the Banks that certain Amended and Restated Pledge Agreement of even date herewith (as from time to time supplemented, amended or restated, the “Company Pledge Agreement”), which amends and restates in its entirety the Pledge Agreement dated as of April 24, 2003, pursuant to which the Company has granted to the Agent a security interest in all of its ownership interests in certain of its subsidiaries;

WHEREAS, MIGC has executed and delivered to the Agent for the benefit of the Banks that certain Amended and Restated Stock Pledge Agreement of even date herewith (as from time to time supplemented, amended or restated, the “Subsidiary Pledge Agreement”), which amends and restates the Stock Pledge Agreement dated as of April 24, 2003, pursuant to which MIGC has granted to the Agent a security interest in all of its ownership interests in MGTC;

WHEREAS, the Company has executed and delivered to Prudential that certain Pledge Agreement dated as of April 29, 1999 (as amended by Amendment No. 2 to Pledge Agreement dated as of April 24, 2003 appointing Bank of America, N.A. as collateral agent thereunder), pursuant to which the Company has granted to Prudential, for itself and on behalf of the Initial Prudential Noteholders under the Prudential Agreement and all subsequent holders of the Prudential Notes under the Prudential Agreement, a security interest in all of its ownership interests in certain of its subsidiaries, and MIGC has executed and delivered to Prudential that

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certain Pledge Agreement dated as of April 29, 1999 (as amended by Amendment No. 2 to Pledge Agreement dated as of April 24, 2003 appointing Bank of America, N.A. as collateral agent thereunder), pursuant to which MIGC has granted to Prudential, for itself and on behalf of the Initial Prudential Noteholders under the Prudential Agreement and all subsequent holders of the Prudential Notes under the Prudential Agreement, a security interest in all of its ownership interests in MGTC (such Pledge Agreements as from time to time amended, supplemented or restated herein being collectively called the “Prudential Pledge Agreements”);

WHEREAS, subsidiaries of the Company may from time to time create additional pledge agreements in favor of the Banks or any of them in connection with the Bank Agreement, in favor of any Swap Lenders in connection with any Swap Contracts, or in favor of the holders of the Prudential Notes in connection with the Prudential Agreement (any such pledge agreements herein being called the “Additional Pledge Agreements” and any subsidiaries executing such Additional Pledge Agreement herein being collectively called the “Additional Pledgors”);

WHEREAS, the Agent, the Collateral Agent, Prudential, and the Banks have entered into that certain Intercreditor Agreement dated as of as of April 24, 2003 (as amended and supplemented to the date hereof, the “Existing Intercreditor Agreement”) to evidence their agreement with respect to certain payments that may be received by the Lenders under or in connection with the Subject Guaranties and the Pledge Agreements; and

WHEREAS, the Lenders desire to amend and restate the Existing Intercreditor Agreement as provided herein;

NOW, THEREFORE, in consideration of the premises and the mutual agreements herein contained, the Lenders hereby agree that the Existing Intercreditor Agreement is hereby amended and restated to read in its entirety as follows:

1.Definitions.  As used herein the following definitions shall have the meanings set forth below:

“Acceleration Event” means (i) the failure by the Company to pay in full the outstanding principal balance of and any accrued and unpaid interest on any Note on the final maturity date of such Note; (ii) the acceleration of the outstanding principal balance of and any accrued and unpaid interest on, any Note by any Lender or by any person or entity acting on behalf of any Lender; or (iii) any of the Debtor Parties (A) suffers the entry against it of a judgment, decree or order or relief by a court of competent jurisdiction in an involuntary proceeding commenced under any applicable bankruptcy, insolvency or other similar law of any jurisdiction now or hereafter in effect, including the federal Bankruptcy Code, as from time to time amended, or has any such proceeding commenced against it which remains undismissed for a period of sixty days; (B) commences a voluntary case under any applicable bankruptcy, insolvency or similar law now or hereafter in effect, including the federal Bankruptcy Code, as from time to time amended; or applies for or consents to the entry of an order for relief in an involuntary case under any such law; or makes a general assignment for the benefit of creditors; or fails generally to pay (or admits in writing its inability to pay) its debts as such debts become

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due; or takes corporate or other action to authorize any of the foregoing; or (C) suffers the appointment of or taking possession by a receiver, liquidator, assignee, custodian, trustee, sequestrator or similar official of all or a substantial part of its assets in a proceeding brought against or initiated by it, and such appointment or taking possession is neither made ineffective nor discharged within thirty days after the making thereof, or such appointment or taking possession is at any time consented to, requested by, or acquiesced to by it.

“Affiliate” means, with respect to any Person, another Person that directly, or indirectly through one or more intermediaries, Controls or is Controlled by or is under common Control with the Person specified.  “Control” means the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of a Person, whether through the ability to exercise voting power, by contract or otherwise.  “Controlling” and “Controlled” have meanings correlative thereto.  Without limiting the generality of the foregoing, a Person shall be deemed to be Controlled by another Person if such other Person possesses, directly or indirectly, power to vote 15% or more of the securities having ordinary voting power for the election of directors, managing general partners or the equivalent.

“Agent” has the meaning assigned to such term in the preamble of this Agreement.

“Additional Guaranties” has the meaning assigned to such term in the preamble of this Agreement.

“Additional Guarantors” has the meaning assigned to such term in the preamble of this Agreement.

“Additional Pledge Agreements” has the meaning assigned to such term in the preamble of this Agreement.

“Additional Pledgors” has the meaning assigned to such term in the preamble of this Agreement.

“Banks” means the “Lenders” as such term is defined in the Bank Agreement.

“Bank Agreement” has the meaning assigned to such term in the preamble of this Agreement.

“Bank Agreement Obligations” means all “Obligations” as defined in the Bank Agreement, as from time to time supplemented, amended or restated (including, without limitation, default interest, interest accruing at the then applicable rate provided in the Bank Agreement after the maturity of the Bank Notes and interest accruing at the then applicable rate provided in the Bank Agreement after the filing of any petition in bankruptcy, or the commencement of any insolvency, reorganization or like proceeding, relating to any of the Debtor Parties, whether or not a claim for post-filing or post-petition interest is allowed in such proceeding), whether direct or indirect, absolute or contingent, due or to become due, or now existing or hereafter incurred, that arise under, out of, or in connection with, the Bank Agreement, any Bank Notes or any other document made, delivered or given in connection therewith, whether on account of principal, interest, premium, fees, indemnities, costs, expenses

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or otherwise (including, without limitation, all fees and disbursements of counsel to the Agent and the Banks that are required to be paid by any of the Debtor Parties pursuant to the terms of this Agreement, the Bank Agreement, any Bank Notes or any other document made, delivered or given in connection therewith).

“Bank Guaranty” has the meaning assigned to such term in the preamble of this Agreement.

“Bank Notes” has the meaning assigned to such term in the preamble of this Agreement.

“Bank Pledge Agreements” means the Company Pledge Agreement and the Subsidiary Pledge Agreement.

“Calculation Date” has the meaning assigned to such term in Section 2 of this Agreement.

“Collateral” means all property subject to the Security Documents.

“Collateral Agent” means Bank of America, N.A., in its capacity as Collateral Agent under and subject to the terms and conditions of this Agreement.

“Collateral Agent-Related Persons” means the Collateral Agent, together with its Affiliates, and the officers, directors, employees, agents and attorneys-in-fact of such Persons and Affiliates.

“Company” has the meaning assigned to such term in the preamble of this Agreement.

“Company Pledge Agreement” has the meaning assigned to such term in the preamble of this Agreement

“Credit Agreements” means the Bank Agreement, the Swap Contracts, and the Prudential Agreement.

“Debtor Parties” means the Company, MIGC, any Guarantor, any Additional Guarantor, any Additional Pledgor.

“Determination Date” has the meaning assigned to such term in Section 3 of this Agreement

“Existing Credit Agreement” has the meaning assigned to such term in the preamble of this Agreement.

“Existing Intercreditor Agreement” has the meaning assigned to such term in the preamble of this Agreement.

“Finance Documents” means this Agreement, the Credit Agreements, the Security Documents and all other documents and instruments under, by reason of which, or pursuant to

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which any or all of the indebtedness and obligations arising under or pursuant to the Credit Agreements are evidenced, governed, secured, guarantied, or otherwise dealt with, and all other agreements, certificates, and other documents, instruments and writings heretofore or hereafter delivered in connection herewith or therewith.

“Guarantors” means Mountain Gas Resources, Inc., a Delaware corporation, Western Gas Resources-Texas, Inc., a Texas corporation, MGTC, Inc., a Wyoming corporation (“MGTC”), MIGC, Inc., a Delaware corporation (“MIGC”), Lance Oil & Gas Company, Inc., a Delaware corporation, and Western Gas Wyoming, L.L.C., a Wyoming limited liability company.

“Indebtedness” means, with respect to any Calculation Date or Determination Date, the aggregate outstanding principal amount of indebtedness of the Company under the Bank Agreement, the Bank Notes, the Prudential Agreement, and the Prudential Notes on such date.

“Indemnified Liabilities” means any and all liabilities, obligations, losses, damages, penalties, claims, demands, actions, judgments, suits, costs, expenses and disbursements (including reasonable attorney’s costs and expenses) of any kind or nature whatsoever which may at any time be imposed on, incurred by or asserted against any Collateral Agent-Related Person in any way relating to or arising out of or in connection with (a) the execution, delivery, enforcement, performance or administration of this Agreement or any Security Document, (b) the use or proposed use of the proceeds of any Collateral, or (c) any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other theory (including any investigation of, preparation for, or defense of any pending or threatened claim, investigation, litigation or proceeding).

“Initial Prudential Noteholders” has the meaning assigned to such term in the preamble of this Agreement.

“Lenders” means the Banks, the Agent, the Initial Prudential Noteholders and the other holders from time to time of the Prudential Notes.

“Majority Lenders” means two or more Lenders, including at least one holder of a Bank Note and one holder of a Prudential Note, whose Proportionate Shares equal or exceed sixty-six and two-thirds percent (66 2/3%).

“Make-Whole Amount” means with respect to the holders of the Prudential Notes, the “Yield Maintenance Amount” as defined in the Prudential Agreement except that (for purposes of this Agreement only) the “Reinvestment Yield”, which is defined in the Prudential Agreement and used in computing such Yield Maintenance Amount, shall be the rate of 1.45% per annum with respect to the 9.24% Notes, 1.55% per annum with respect to the 7.61% Notes, 3.45% per annum with respect to the 6.36% Notes, and 1.62% per annum with respect to the 5.92% Notes, above the Reinvestment Yield, as it would otherwise be calculated under the Prudential Agreement, and with respect to additional Prudential Notes issued under the Prudential Agreement, the initial spread over comparable average life U.S. treasuries at time of commitment

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to purchase such Prudential Notes above the Reinvestment Yield, as it would otherwise be calculated under the Prudential Agreement.

“Notes” means the Bank Notes and the Prudential Notes.

“Obligations” means (i) the Bank Agreement Obligations, (ii) the Swap Agreement Obligations and (iii) the Prudential Agreement Obligations.

“Person” means any natural person, corporation, limited liability company, trust, joint venture, association, company, partnership, governmental agency or authority or other entity.

“PICA” has the meaning assigned to such term in the preamble of this Agreement.

“Pledge Agreements” means the Bank Pledge Agreements, the Prudential Pledge Agreements, and all Additional Pledge Agreements.

“Proportionate Share” means a fraction (i) the numerator of which is the sum of the Indebtedness owing to such Lender plus the Swap Amount and/or Make-Whole Amount owing to such Lender and (ii) the denominator of which is the sum of the Indebtedness owing to all Lenders plus the Swap Amount and/or Make-Whole Amount owing to all Lenders;

“Pruco” has the meaning assigned to such term in the preamble of this Agreement.

“Prudential” has the meaning assigned to such term in the preamble of this Agreement.

“Prudential Affiliate” means (i) any corporation or other entity controlling, controlled by, or under common control with, Prudential either directly or through subsidiaries and (ii) any managed account or investment fund which is managed by Prudential or a Prudential Affiliate described in clause (i) of this definition.  For purposes of this definition, the terms “control”, “controlling” and “controlled” shall mean the ownership, directly or through subsidiaries, of a majority of a corporation’s or other entity’s Voting Stock or equivalent voting securities or interests.

“Prudential Agreement” has the meaning assigned to such term in the preamble of this Agreement.

“Prudential Agreement Obligations” means the unpaid principal of, interest on and “Yield Maintenance Amount” as defined in the Prudential Agreement, if any, on the Prudential Notes and all other obligations and liabilities of any of the Debtor Parties to the holders from time to time of the Prudential Notes (including, without limitation, interest accruing at the then applicable rate provided in the Prudential Agreement, as from time to time supplemented, amended or restated, or the Prudential Notes, as applicable, after the maturity thereof and interest accruing at the then applicable rate provided in the Prudential Agreement or the Prudential Notes, as applicable, after the filing of any petition in bankruptcy, or the commencement of any insolvency, reorganization or like proceeding, relating to any of the Debtor Parties, whether or not a claim for post-filing or post-petition interest is allowed in such proceeding), whether direct or indirect, absolute or contingent, due or to become due, or now existing or hereafter incurred,

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which may arise under, out of, or in connection with, the Prudential Agreement, any Prudential Notes or any other document made, delivered or given in connection therewith, whether on account of principal, interest, Make-Whole Amount, fees, indemnities, costs, expenses or otherwise (including, without limitation, all fees and disbursements of counsel to any holder(s) of the Prudential Notes that are required to be paid by the Debtor Parties pursuant to the terms of this Agreement, the Prudential Agreement, the Prudential Notes or any other document made, delivered or given in connection therewith).

“Prudential Guaranties” has the meaning assigned to such term in the preamble of this Agreement.

“Prudential Notes” means the 7.61% Senior Notes due July 28, 2007 (the “7.61% Notes”), the 9.24% Senior Notes due October 27, 2004 (the “9.24% Notes”), the 6.36% Senior Notes, Series H, due January 17, 2008 (the “6.36% Notes”), the 5.92% Senior Notes, Series I, due June 30, 2011 (the “5.92% Notes”), and any additional Senior Notes issued pursuant to the Prudential Agreement or in replacement thereof.

“Prudential Pledge Agreements” has the meaning assigned to such term in the preamble of this Agreement.

“Subject Guaranties” means the Bank Guaranty, the Prudential Guaranties and the Additional Guaranties.

“Subject Guaranty Excess Amount” has the meaning assigned to such term in Section 2 of this Agreement.

“Subsidiary Pledge Agreement” has the meaning assigned to such term in the preamble of this Agreement

“Security Documents” means the Pledge Agreements.

“Security Document Excess Amount” has the meaning assigned to such term in Section 3 of this Agreement.

“Swap Agreement Obligations”means any amounts that, at the time in question, are due and payable to any Swap Lender under any Swap Contract.

“Swap Amount” means with respect to each Swap Lender on each Calculation Date and on each Determination Date, the Swap Termination Value under all Swap Contracts which would be due and owing thereunder to such Swap Lender on such Calculation Date or Determination Date if any such Swap Contract were terminated on such date whether or not such Swap Amount is actually due and owing on such date.

“Swap Lender” means with respect to any Calculation Date or any Determination Date, each Lender that is a party to a Swap Contract with the Company or an Affiliate of the Company on such date.

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“Swap Contract” means (a) any and all rate swap transactions, basis swaps, credit derivative transactions, forward rate transactions, commodity swaps, commodity options, forward commodity contracts, equity or equity index swaps or options, bond or bond price or bond index swaps or options or forward bond or forward bond price or forward bond index transactions, interest rate options, forward foreign exchange transactions, cap transactions, floor transactions, collar transactions, currency swap transactions, cross-currency rate swap transactions, currency options, spot contracts, or any other similar transactions or any combination of any of the foregoing (including any options to enter into any of the foregoing), whether or not any such transaction is governed by or subject to any master agreement, and (b) any and all transactions of any kind, and the related confirmations, which are subject to the terms and conditions of, or governed by, any form of master agreement published by the International Swaps and Derivatives Association, Inc., any International Foreign Exchange Master Agreement, or any other master agreement (any such master agreement, together with any related schedules, a “Master Agreement”), including any such obligations or liabilities under any Master Agreement.

“Swap Termination Value” means, in respect of any one or more Swap Contracts, after taking into account the effect of any legally enforceable netting agreement relating to such Swap Contracts, (a) for any date on or after the date such Swap Contracts have been closed out and termination value(s) determined in accordance therewith, such termination value(s), and (b) for any date prior to the date referenced in clause (a), the amount(s) determined as the mark-to-market value(s) for such Swap Contracts, as determined based upon one or more mid-market or other readily available quotations provided by any recognized dealer in such Swap Contracts (which may include a Lender or any Affiliate of a Lender).

“Voting Stock”means, with respect to any corporation, any shares of stock of such corporation whose holders are entitled under ordinary circumstances to vote for the election of directors of such corporation (irrespective of whether at the time stock of any other class or classes shall have or might have voting power by reason of the happening of any contingency).

2.Subject Guaranties.  If, after the occurrence and during the continuance of a “Default” or “Event of Default” under any Credit Agreement (as “Default” or “Event of Default” is defined in each Credit Agreement) any Lender shall at any time obtain any payment or other recovery (whether voluntary, involuntary, by application of setoff or otherwise) from any Guarantor pursuant to a Subject Guaranty (each date on which a Lender receives any such payment or recovery is herein called a “Calculation Date”) in excess of its Proportionate Share calculated as of such date of payments or other recoveries then or therewith obtained by all Lenders with respect to the Subject Guaranties, such Lender shall purchase from the other Lenders such participation(s) in the Indebtedness (and interest thereon) of the Company held by such other Lenders that is guaranteed pursuant to such other Lenders’ Subject Guaranty or Subject Guaranties, as shall be necessary to cause such purchasing Lender to share such payment or other recovery ratably with such selling Lenders; provided, however, that if all or any portion of such payment or other recovery is thereafter recovered from such purchasing Lender, the purchase shall be rescinded, and each selling Lender shall repay to the purchasing Lender the purchase price, to the ratable extent of such recovery, together with an amount equal to such selling Lender’s ratable share (according to the proportion of (x) the amount of such selling

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Lender’s required repayment to the purchasing Lender to (y) the total amount so recovered from the purchasing Lender) of any interest or other amount paid or payable by the purchasing Lender in respect of the total amount so recovered.  Notwithstanding the foregoing, if a Swap Amount is not due and owing on a Calculation Date or does not actually become due and owing within 30 days of such Calculation Date, and as a result of the inclusion of the Swap Amount in calculating a Swap Lender’s Proportionate Share, such Swap Lender receives a greater portion of any payment or other recovery from any Guarantor than it would have if the Swap Amount had not been included in such calculation (such amount is herein called a “Subject Guaranty Excess Amount”), then such Swap Lender shall immediately purchase from each other Lender such participation(s) in the Indebtedness (and interest thereon) of the Company held by such other Lender that is guaranteed pursuant to such other Lender’s Subject Guaranty or Subject Guaranties in an amount equal to such other Lender’s Proportionate Share as of such Calculation Date (after being recalculated to exclude the Swap Amount) of the Subject Guaranty Excess Amount plus such other Lender’s Proportionate Share of any interest earned by the Swap Lender on such Subject Guaranty Excess Amount.

3.Security Documents.  If any Lender shall at any time obtain any payment or other recovery (whether voluntary, involuntary, or otherwise) under a Security Document (each date on which a Lender receives any such payment or recovery is herein called a “Determination Date”) in excess of its Proportionate Share calculated as of such date of payments or other recoveries then or therewith obtained by all Lenders under a Security Document, such Lender shall purchase from the other Lenders such participation(s) in the Indebtedness (and interest thereon) of the Company held by such other Lenders that is secured by the Security Documents, as shall be necessary to cause such purchasing Lender to share such payment or other recovery ratably with such selling Lenders; provided, however, that if all or any portion of such payment or other recovery is thereafter recovered from such purchasing Lender, the purchase shall be rescinded, and each selling Lender shall repay to the purchasing Lender the purchase price, to the ratable extent of such recovery, together with an amount equal to such selling Lender’s ratable share (according to the proportion of (x) the amount of such selling Lender’s required repayment to the purchasing Lender to (y) the total amount so recovered from the purchasing Lender) of any interest or other amount paid or payable by the purchasing Lender in respect of the total amount so recovered.  Notwithstanding the foregoing, if a Swap Amount is not due and owing on a Determination Date or does not actually become due and owing within 30 days of such Determination Date, and as a result of the inclusion of the Swap Amount in calculating a Swap Lender’s Proportionate Share, such Swap Lender receives a greater portion of any payment or other recovery with respect to the Collateral under any Security Documents than it would have if the Swap Amount had not been included in such calculation (such amount is herein called a “Security Document Excess Amount”), then such Swap Lender shall immediately purchase from each other Lender such participation(s) in the Indebtedness (and interest thereon) of the Company held by such other Lender that is secured under such other Lender’s Security Document in an amount equal to such other Lender’s Proportionate Share as of such Determination Date (after being recalculated to exclude the Swap Amount) of the Security Document Excess Amount plus such other Lender’s Proportionate Share of any interest earned by the Swap Lender on such Security Document Excess Amount.

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4.Consent and Agreement.  Each of the Company and each Guarantor, by signing the Consent and Agreement attached hereto, agrees that each Lender so purchasing a participation from another Lender pursuant to Section 2 or 3 hereof may, to the fullest extent permitted by law, exercise all its rights of payment (including rights of setoff) with respect to such participation as fully as if such Lender were the direct creditor of the Company and such Guarantor in the amount of such participation.  By its execution of the Consent and Agreement, the Company hereby agrees that it shall cause each Additional Guarantor and each Additional Pledgor to execute and deliver to Lenders a Consent and Agreement substantially in the form attached hereto concurrently with the delivery of its respective Additional Guaranty or Additional Pledge Agreement, as applicable.

5.Bankruptcy Claims.  If under any applicable bankruptcy, insolvency or other similar law, any Lender receives a secured claim in lieu of a setoff to which Section 3 hereof applies, such Lender shall exercise its rights in respect of such secured claim in a manner consistent with the rights of the other Lenders in accordance with Section 3 hereof.

6.Perfection and Priority.  All security interests of the Lenders in the Collateral shall be pari passu regardless of the order of filing of any financing statements with respect thereto or the taking of any other action relevant to the determination of the perfection or priority of such security interests.  Except for the filings to be made by the Agent on behalf of the Banks, each Lender shall be responsible for the preparation and filing of its respective financing statement covering the Collateral.  The Lenders hereby direct the Agent to receive and maintain physical possession, of all certificates (the “Certificates”) evidencing the Collateral.  The Agent will hold the Certificates to perfect each Lender’s security interest in the Collateral.  The Agent will hold the Certificates in its capacity as collateral agent for the Lenders.

7.Collateral Agent Appointment, Powers, and Immunities.

(a)Each Lender hereby irrevocably appoints and authorizes Bank of America, N.A. to act as Collateral Agent under the Security Documents on the terms and conditions set forth in this Agreement and any other Security Documents (including, without limitation, the Bank Pledge Agreements and any Additional Pledge Agreements), as applicable, in the name of and for the benefit of the Lenders, and Bank of America, N.A., hereby accepts such appointment and shall have all of the rights and obligations of the Collateral Agent hereunder and under the Security Documents.

(b)Each Lender hereby authorizes Collateral Agent to do the following in accordance with the terms of this Agreement and the Security Documents:

(i)to receive all documents and items to be furnished from time to time to Collateral Agent or any Lender under the Security Documents;

(ii)to distribute to the Lenders information, requests, documents, and other items received from the Company and other Persons under the Security Documents;

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(iii)to execute and deliver to the Company and other Persons requests, demands, notices, approvals, consents, waivers, and other communications received from Lenders in connection with the Security Documents and herewith subject to the terms and conditions set forth therein and herein;

(iv)to receive on behalf of each of the Lenders any payment of monies paid to Collateral Agent in accordance with this Agreement and the Security Documents, and to distribute to each Lender in accordance with the terms of this Agreement such Lender’s share of all payments so received based upon such Lender’s Proportionate Share;

(v)to act on behalf of Lenders at the direction of any Lender to maintain the perfection and priority of the Liens created under the Security Documents;

(vi)subject to the terms and conditions of the Security Documents and this Agreement, to exercise on behalf of each Lender all remedies of Lenders under the Security Documents upon the occurrence of any Acceleration Event; and

(vii)subject to the terms and conditions of the Security Documents and this Agreement, to take such other actions as may be directed by Majority Lenders as are reasonably incident to any powers granted to Collateral Agent hereunder, including but not limited to any action described in Sections 8 and 9(a) hereof.

8.Enforcement Against Collateral; Application of Proceeds from Collateral.

(a)Prior to the occurrence of an Acceleration Event, no Lender shall exercise any remedy or other right available to it with respect to any Collateral.  Concurrently with the occurrence of any event described in either clause (i) or (ii) of the definition of Acceleration Event, the Lender whose Note has matured and has not been paid at maturity or so accelerating its Note, as the case may be, shall give written notice of such Acceleration Event to the Agent, in its capacity as Collateral Agent, and each other Lender.

(b)The Lenders agree among themselves and for their own benefit alone that the liens and security interests granted and provided for in the Security Documents shall not be enforced against any of the Collateral except at the direction of the Majority Lenders upon the occurrence of one or more Acceleration Events and in compliance with the provisions hereof. Each Lender agrees that, as long as any Indebtedness exists or may become outstanding pursuant to the terms of the Finance Documents, the provisions of this Agreement shall provide the exclusive method by which any Lender may exercise rights and remedies under the Security Documents.

(c)Upon the occurrence of any Acceleration Event and the Collateral Agent’s actual knowledge of or receipt of a notice of Acceleration Event, the Collateral Agent, at the direction of the Majority Lenders, shall seek to realize upon the security interests and liens granted to the Collateral Agent and/or any Lenders under the Security Documents in such manner as shall be directed by the Majority Lenders. Whether before or after any Acceleration Event, subject to the terms and conditions hereof, the Collateral Agent shall (except to the limited extent provided in

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the last sentence of Section 9(e)) act only on the directions of the Majority Lenders with respect to the preservation, protection, collection or realization upon any Collateral.  Notwithstanding the foregoing, in the event that the Collateral Agent deems (in its reasonable discretion) that the provisions of this Agreement are not adequate to protect the Collateral Agent against the liabilities associated with any of the actions described above, then the Collateral Agent may refuse to take such action until such time as the Lenders have granted to Collateral Agent additional security or indemnifications satisfactory to Collateral Agent in its reasonable discretion to protect it against such liabilities.

(d)Whenever Collateral Agent applies any cash proceeds received by Collateral Agent in respect of any sale of, collection from, or other realization upon all or any part of the Collateral, the same shall be applied in the following order:

(i)To the repayment of all costs and expenses, including reasonable attorneys’ fees and legal expenses, incurred by Collateral Agent in connection with (1) the administration of the Security Documents, (2) the custody, preservation, use or operation of, or the sale of, collection from, or other realization upon, any Collateral, (3) the exercise or enforcement of any of the rights of Collateral Agent hereunder or under the Security Documents, or (4) the failure of the Company or any Affiliate of the Company to perform or observe any of the provisions of the Security Documents and to any Indemnified Liabilities and reimbursements due Collateral Agent under Section 9(g);

(ii)To the payment or other satisfaction of any Liens, encumbrances, or adverse claims upon or against any of the Collateral that are prior to those of the Collateral Agent or which Collateral Agent is otherwise required to pay under applicable law;

(iii)To the reimbursement of Collateral Agent for the amount of any obligations of the Company or any Affiliate of the Company that are prior to those of the Collateral Agent or which Collateral Agent is otherwise required to pay under applicable law and are paid or discharged by Collateral Agent (other than amounts for principal and interest under the Notes) pursuant to the provisions hereof or of the Security Documents, and of any expenses of Collateral Agent payable by the Company or any Affiliate of the Company hereunder or thereunder;

(iv)To the satisfaction the Obligations of the Lenders, to each Lender in accordance with such Lender’s Proportionate Share;

(v)To the payment or prepayment of any other Obligations of a Lender not included in subsection (iv) above, which payment shall be made ratably to each Lender in accordance with its pro rata share of such Obligations;

(vi)To the payment of any other amounts required by applicable law (including any provision of the UCC); and

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(vii)By delivery to the Company or to whomever shall be lawfully entitled to receive the same or as a court of competent jurisdiction shall direct.

The provisions of this Section 8(d) are intended solely to establish the manner and amount of distribution of proceeds as among the Lenders.  The provisions of this Agreement are not intended, as among the Banks, to modify or amend the manner of application of funds as set forth in the Bank Agreement and related documents or to modify or amend the manner of application of funds as set forth in the Prudential Agreement and related documents.  Any amounts distributable hereunder to a Lender shall be applied in accordance with the priorities set forth in the applicable Finance Documents, regardless of how such payments are characterized or the order of priority under this Section 8(d).

(e)Whenever Collateral Agent in good faith determines that it is uncertain about how to distribute to Lenders any funds which it has received, or whenever Collateral Agent in good faith determines that there is any dispute among Lenders about how such funds should be distributed, Collateral Agent may choose to defer distribution of the funds which are the subject of such uncertainty or dispute.  If Collateral Agent in good faith believes that the uncertainty or dispute will not be promptly resolved, or if Collateral Agent is otherwise required to invest funds pending distribution to Lenders, Collateral Agent shall invest such funds pending distribution; all interest on any such investment shall be distributed upon the distribution of such investment and in the same proportion and to the same Persons as such investment.  All moneys received by Collateral Agent for distribution to Lenders shall be held by Collateral Agent pending such distribution solely as Collateral Agent for such Lenders, and Collateral Agent shall have no equitable title to any portion thereof except in its separate capacity as a Lender.

9.Provisions Concerning Collateral Agent.

(a)Duties as Collateral Agent.  Notwithstanding any provision to the contrary contained elsewhere herein or in any other Finance Document, the Collateral Agent shall not have any duties or responsibilities, except those expressly set forth herein, nor shall the Collateral Agent have or be deemed to have any fiduciary relationship with any Lender or participant, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Agreement or any other Finance Document or otherwise exist against the Collateral Agent.  Without limiting the generality of the foregoing sentence, the use of the term “agent” herein with reference to the Collateral Agent is not intended to connote any fiduciary or other implied (or express) obligations arising under agency doctrine of any applicable law.  Instead, such term is used merely as a matter of market custom, and is intended to create or reflect only an administrative relationship between independent contracting parties.  The Lenders irrevocably authorize the Collateral Agent, at its option and in its discretion, to release any lien on or security interest in any Collateral (i) if the property subject to such lien or security interest is permitted to be sold or otherwise transferred pursuant to both the Bank Agreement and the Prudential Agreement or such lien is otherwise permitted to be released pursuant to such Credit Agreements and (ii) upon termination of and payment in full of all Obligations (other than contingent indemnification obligations, including but not limited to obligations of the Debtor Parties under the Swap Agreements that are not yet due).

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(b)Delegation of Duties.  The Collateral Agent may execute any of its duties under this Agreement or any Security Document by or through agents, employees or attorneys-in-fact and shall be entitled to advice of counsel and other consultants or experts concerning all matters pertaining to such duties.  The Collateral Agent shall not be responsible for the negligence or misconduct of any agent or attorney-in-fact that it selects in the absence of gross negligence or willful misconduct.

(c)Liability of Collateral Agent.  No Collateral Agent-Related Person shall (a) be liable for any action taken or omitted to be taken by any of them under or in connection with this Agreement or any Security Document or the transactions contemplated hereby and thereby including but not limited to those arising from its own negligence (except for its own gross negligence or willful misconduct in connection with its duties expressly set forth herein), or (b) be responsible in any manner to any Lender or participant for any recital, statement, representation or warranty made by the Company, any of the Company’s Affiliates or any officer thereof, contained herein or in any other Security Document, or in any certificate, report, statement or other document referred to or provided for in, or received by the Collateral Agent under or in connection with, this Agreement or any Security Document, or the validity, effectiveness, genuineness, enforceability or sufficiency of this Agreement or any Security Document, or for any failure of the Company or any of its Affiliates to perform its obligations hereunder or thereunder.  No Collateral Agent-Related Person shall be under any obligation to any Lender or participant to ascertain or to inquire as to the observance or performance of any of the agreements contained in, or conditions of, this Agreement or any Security Document, or to inspect the properties, books or records of the Company or any of its Affiliates.

(d)Reliance by Collateral Agent.  The Collateral Agent shall be entitled to rely, and shall be fully protected in relying, upon any writing, communication, signature, resolution, representation, notice, consent, certificate, affidavit, letter, telegram, facsimile, telex or telephone message, electronic mail message, statement or other document or conversation reasonably believed by it to be genuine and correct and to have been signed, sent or made by the proper Person or Persons, and upon advice and statements of legal counsel (including counsel to the Company or any of its Affiliates), independent accountants and other experts selected by the Collateral Agent.  The Collateral Agent shall be fully justified in failing or refusing to take any action under any Security Document unless it shall first receive such advice or concurrence of the Majority Lenders as it deems appropriate and, if it so requests, it shall first be indemnified to its satisfaction by the Lenders against any and all liability and expense which may be incurred by it by reason of taking or continuing to take any such action.  The Collateral Agent shall in all cases be fully protected in acting, or in refraining from acting, under this Agreement or any Security Document in accordance with a request or consent of the Majority Lenders (or such greater number of Lenders as may be expressly required hereby in any instance) and such request and any action taken or failure to act pursuant thereto shall be binding upon all the Lenders.

(e)Notice of Default.  The Collateral Agent shall not be deemed to have knowledge or notice of the occurrence of any Acceleration Event or any “Default” or “Event of Default” under any Credit Agreement or Security Document (as “Default” or “Event of Default” is defined in each Credit Agreement and Security Document), except with respect to defaults in the payment of principal, interest and fees required to be paid to the Collateral Agent, acting in its

15

capacity as “Administrative Agent” under the Bank Agreement, as for the account of the Banks, or unless the Collateral Agent shall have received written notice from a Lender or the Company, describing such “Default” or “Event of Default” and stating that such notice is a “notice of default.”  The Collateral Agent will notify the Lenders of its receipt of any such notice.  The Collateral Agent shall take such action with respect to the Collateral after any such “Default” or “Event of Default” as may be directed by the Majority Lenders in accordance with the terms hereof.  Unless and until the Collateral Agent has received any such direction, the Collateral Agent shall not be obligated to take such action with respect to such “Default” or “Event of Default”.  Furthermore, the Collateral Agent may (but shall not be obligated to) take action hereunder to the extent necessary to maintain insurance on the Collateral or otherwise protect the Collateral from damage or destruction.

(f)Credit Decision; Disclosure of Information by Collateral Agent.  Each Lender acknowledges that no Collateral Agent-Related Person has made any representation or warranty to it, and that no act by the Collateral Agent hereafter taken, including any consent to and acceptance of any assignment or review of the affairs of the Company or any of its Affiliates, shall be deemed to constitute any representation or warranty by any Collateral Agent-Related Person to any Lender as to any matter, including whether Collateral Agent-Related Persons have disclosed material information in their possession.  Each Lender represents to the Collateral Agent that it has, independently and without reliance upon any Collateral Agent-Related Person and based on such documents and information as it has deemed appropriate, made its own appraisal of and investigation into the business, prospects, operations, property, financial and other condition and creditworthiness of the Company and its Affiliates, and all applicable bank or other regulatory laws relating to the transactions contemplated hereby, and made its own decision to enter into the Finance Documents and this Agreement and to extend credit to the Company under its Credit Agreement.  Each Lender also represents that it will, independently and without reliance upon any Collateral Agent-Related Person and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit analysis, appraisals and decisions in taking or not taking action under this Agreement and the other Finance Documents, and to make such investigations as it deems necessary to inform itself as to the business, prospects, operations, property, financial and other condition and creditworthiness of the Company.  Except for notices, reports and other documents expressly required to be furnished to the Lenders by the Collateral Agent herein (or required to be furnished to the Banks by the Agent, in its capacity as “Administrative Agent” under the Bank Agreement), the Collateral Agent shall not have any duty or responsibility to provide any Lender with any credit or other information concerning the business, prospects, operations, property, financial and other condition or creditworthiness of any of the Company or its Affiliates which may come into the possession of any Collateral Agent-Related Person.

(g)Indemnification of Collateral Agent.  The Lenders shall indemnify upon demand each Collateral Agent-Related Person (to the extent not reimbursed by or on behalf of the Company or any of its Affiliates and without limiting the obligation of the Company or any of its Affiliates to do so), to the extent of each Lender’s Proportionate Share, and hold harmless each Collateral Agent-Related Person from and against any and all Indemnified Liabilities incurred by it, including but not limited to those arising from its own negligence;  provided, however, that no Lender shall be liable for the payment to any Collateral Agent-Related Person of

16

any portion of such Indemnified Liabilities to the extent determined in a final, nonappealable judgment by a court of competent jurisdiction to have resulted from such Collateral Agent-Related Person’s own gross negligence or willful misconduct; provided, however, that no action taken in accordance with the directions of the Majority Lenders shall be deemed to constitute gross negligence or willful misconduct for purposes of this Section.  Without limitation of the foregoing, each Lender shall reimburse the Collateral Agent upon demand for its ratable share of any costs or out-of-pocket expenses (including reasonable attorney’s fees and expenses) incurred by the Collateral Agent in connection with the preparation, execution, delivery, administration, modification, amendment or enforcement (whether through negotiations, legal proceedings or otherwise) of, or legal advice in respect of rights or responsibilities under, this Agreement or any Security Document to the extent that the Collateral Agent is not reimbursed for such expenses by or on behalf of the Company.  The undertaking in this Section shall survive termination of the Indebtedness.  Notwithstanding anything herein to the contrary, the parties hereto agree that the obligations of each holder of a Prudential Note to Collateral Agent under this Section 9(g) shall be limited to the amount of the proceeds of the Collateral it receives hereunder, under the Security Documents or from any other source that is attributable to the Collateral.

(h)Collateral Agent in its Individual Capacity.  Bank of America, N.A. (“Bank of America”) and its Affiliates may make loans to, issue letters of credit for the account of, accept deposits from, acquire equity interests in and generally engage in any kind of banking, trust, financial advisory, underwriting or other business with the Company and its Affiliates as though Bank of America were not the Collateral Agent hereunder and without notice to or consent of the Lenders.  The Lenders acknowledge that, pursuant to such activities, Bank of America or its Affiliates may receive information regarding the Company or its Affiliates (including information that may be subject to confidentiality obligations in favor of the Company or such Affiliate) and acknowledge that the Collateral Agent shall be under no obligation to provide such information to them.  With respect to the Collateral, Bank of America shall have the same rights and powers under this Agreement and the Security Documents as any other Lender and may exercise such rights and powers as though it were not the Collateral Agent, and the terms “Lender” and “Lenders” include Bank of America in its individual capacity.

(i)Successor Collateral Agent.  The Collateral Agent may resign as Collateral Agent upon not less than 60 days’ notice to the Lenders, with such resignation to take effect upon the acceptance by a successor Collateral Agent of its appointment as the Collateral Agent hereunder.  In addition, the Majority Lenders may remove the Collateral Agent by giving written notice thereof to the Collateral Agent at least 30 days’ prior to the effective date of such removal. Upon any such resignation or removal, the Majority Lenders shall have the right to appoint a successor Collateral Agent.  If no successor Collateral Agent shall have been so appointed and shall have accepted such appointment in writing within 30 days after the retiring Collateral Agent’s giving of notice of resignation or its removal, then the retiring Collateral Agent may, on behalf of the Lenders, appoint a successor Collateral Agent which meets the eligibility requirements of Section 9(k), and the Debtor Parties agree to pay such reasonable fees and expenses of any such appointee as shall be necessary to induce such appointee to agree to become a successor Collateral Agent hereunder. Upon acceptance of appointment as Collateral Agent, such successor shall thereupon and forthwith succeed to and become vested with all the rights, powers and

17

privileges, immunities and duties of the retiring Collateral Agent, the term “Collateral Agent” shall mean such successor Collateral Agent, and the retiring Collateral Agent, upon the transferring and setting over to such successor Collateral Agent all rights, moneys and other collateral held by it in its capacity as Collateral Agent, shall be discharged from its duties and obligations hereunder.  After any retiring Collateral Agent’s resignation or removal hereunder as Collateral Agent, the provisions of this Section 9 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Collateral Agent under this Agreement.

(j)Succession of Successor Collateral Agent.  Any successor Collateral Agent appointed hereunder shall execute, acknowledge and deliver to the Debtor Parties, the Banks, the holders of the Prudential Notes and the predecessor Collateral Agent an instrument accepting such appointment, and thereupon such successor Collateral Agent, without any further act, deed, conveyance or transfer, shall become vested with the title to the Collateral, and with all the rights, powers, duties and obligations of the predecessor Collateral Agent in the trust hereunder, with like effect as if originally named as Collateral Agent herein.  Upon the request of any such successor Collateral Agent, the Debtor Parties and the predecessor Collateral Agent shall promptly execute and deliver such instruments of conveyance and further assurance reflecting terms consistent with the terms of the Finance Documents then in effect and do such other things as may reasonably be required for more fully and certainly vesting and confirming in such successor Collateral Agent its interest in the Collateral and all such rights, powers, duties and obligations of the predecessor Collateral Agent hereunder, and the predecessor Collateral Agent shall also promptly assign and deliver to the successor Collateral Agent any Collateral subject to the lien and security interest of this Agreement which may then be in its possession.

(k)Eligibility of Designated Replacement Collateral Agent.  Any successor Collateral Agent appointed by a retiring Collateral Agent pursuant to Section 9(i) shall be a state or national bank or trust company in good standing, organized under the laws of the United States of America or of any state, having a capital, surplus and undivided profits aggregating at least $500,000,000 and whose certificates of deposit have a Satisfactory Rating, if there be such a bank or trust company willing and able to accept the duties hereunder upon reasonable and customary terms.  As used in this Section 9(k), the term “Satisfactory Rating” means, with respect to any Person, that such Person and its bank deposits or other short term credit obligations have both a short-term bank deposit rating of Prime-2 or better from Moody’s Investors Service, Inc. and a short term credit obligation rating of A-3 or better from Standard and Poor’s, a division of The McGraw-Hill Companies.

(l)Successor Collateral Agent by Merger.  Any corporation into which the Collateral Agent may be merged or with which it may be consolidated, or any corporation resulting from any merger or consolidation to which the Collateral Agent shall be a party, or any state or national bank or trust company in any manner succeeding to the corporate trust business of the Collateral Agent as a whole or substantially as a whole shall be the successor of the Collateral Agent hereunder without the execution or filing of any paper or any further act on the part of any of the parties hereto, anything to the contrary contained herein notwithstanding.

10.Unconditional Agreement.  This Agreement shall in all respects be a continuing, absolute, unconditional and irrevocable agreement, and shall remain in full force and effect until

18

the payment in full of all Obligations (other than contingent obligations, including but not limited to obligations of the Debtor Parties under Swap Agreements which are not yet due) satisfied in full, all obligations of all Lenders to the other Lenders hereunder shall have been satisfied in full and all Security Documents have been terminated.  Each Lender agrees that this Agreement shall continue to be effective or be reinstated, as the case may be, if at any time any payment (in whole or in part) of any of the obligations of the Company, any of the Guarantors or any of the Additional Guarantors is rescinded or must otherwise be restored by any Lender, upon the insolvency, bankruptcy or reorganization of the Company, any of the Guarantors or any of the Additional Guarantors or otherwise, as though such payment had not been made.

11.Representations and Warranties of Bank.  In order to induce the Initial Prudential Noteholders to enter into this Agreement, each of the Banks and the Agent severally represent and warrant to the Initial Prudential Noteholders that it has full corporate power, and has taken all action necessary, to execute and deliver this Agreement and to fulfill its respective obligations hereunder, and that no governmental or other authorizations are required in connection herewith, and that this Agreement constitutes its legal, valid and binding obligation, enforceable in accordance with its terms, except as limited by bankruptcy, insolvency, reorganization, moratorium, regulatory and similar laws of general application and by general principles of equity.

12.Representations and Warranties of the Initial Prudential Noteholders.  In order to induce the Banks and the Agent to enter into this Agreement, each Initial Prudential Noteholder represents and warrants to the Banks and the Agent that it has full corporate power, and has taken all action necessary, to execute and deliver this Agreement and to fulfill its obligations hereunder, and that no governmental or other authorizations are required in connection herewith, and that this Agreement constitutes its legal, valid and binding obligation, enforceable in accordance with its terms, except as limited by bankruptcy, insolvency, reorganization, moratorium, regulatory and similar laws of general application and by general principles of equity.

13.Successors and Assigns.  This Agreement shall be binding upon, and inure to the benefit of and be enforceable by, the Lenders and each of their respective successors, transferees and assigns.  Without limiting the generality of the foregoing sentence, any Lender may assign or otherwise transfer (in whole or in part) to any other person or entity the obligations of the Debtor Parties to such Lender (with respect to the Banks, subject to the provisions of the Bank Agreement and with respect to the holders of the Prudential Notes, subject to the Prudential Agreement), and such other person or entity shall thereupon become vested with all rights and benefits, and become subject to all the obligations, in respect thereof granted to or imposed upon such Lender under this Agreement, subject, however, to any contrary provisions in such assignment or transfer (with respect to the Banks, subject to the provisions of the Bank Agreement and with respect to the holders of the Prudential Notes, subject to the Prudential Agreement).

14.Benefit of Agreement.  None of the provisions of this Agreement shall inure to the benefit of any of the Debtor Parties or any other Person other than the Lenders; consequently, neither the Debtor Parties nor any other persons shall be entitled to rely upon, or to raise as a

19

defense, in any manner whatsoever, the provisions of this Agreement or the failure of any Lender to comply with such provisions.

15.Amendments and Waivers.  No amendment to or waiver of any provision of this Agreement, nor consent to any departure by any Lender herefrom, shall in any event be effective unless the same shall be in writing and signed by Majority Lenders, and each such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided, however, that without the consent of each Lender, no such amendment, waiver or consent shall: (a) amend this Section 15, (b) amend the definition of Proportionate Share or (c) change Sections 2, 3, 6 or 8 in a manner that would alter the pari passu treatment of the security interests of the Lenders, the order of priority or the pro rata sharing of payments required thereby.

16.Notices.  All notices and other communications provided to any Lender under this Agreement shall be in writing or by facsimile and addressed, delivered or transmitted to such Lender at its address or facsimile number set forth (a) on Annex 1 hereto, or (b) at such other address or facsimile number as may be designated by such Lender in a notice to the other Lenders.  Any notice, if mailed and properly addressed with postage prepaid or if properly addressed and sent by prepaid courier service, shall be deemed given received; any notice, if transmitted by facsimile, shall be deemed given when transmitted if actually received, and the burden of proving receipt shall be on the transmitting Lender.

17.Remedies Cumulative.  No failure or delay on the part of any Lender in exercising any power or right under this Agreement shall operate as a waiver thereof, nor shall any single or partial exercise of any such power or right preclude any other or further exercise thereof of the exercise of any other power or right.  The remedies herein provided are cumulative and not exclusive of any remedies provided by law.

18.Integration.  Whenever possible each provision of this Agreement shall be interpreted in such manner as to be effective and valid under applicable law, but if any provision of this Agreement shall be prohibited by or invalid under such law, such provision shall be ineffective to the extent of such prohibition or invalidity, without invalidating the remainder of such provision or the remaining provisions of this Agreement.

19.NO ORAL AGREEMENTS.  THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE INTERNAL LAWS OF THE STATE OF TEXAS.  THIS AGREEMENT CONSTITUTES THE ENTIRE UNDERSTANDING BETWEEN THE PARTIES HERETO WITH RESPECT TO THE SUBJECT MATTER HEREOF AND SUPERSEDES ANY PRIOR AGREEMENTS, WRITTEN OR ORAL, WITH RESPECT THERETO.

20.JURY TRIAL.  EACH LENDER HEREBY KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVES ANY RIGHTS IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION BASED HEREON, OR ARISING OUT OF, UNDER, OR IN CONNECTION WITH, THIS AGREEMENT, OR ANY COURSE OF CONDUCT, COURSE OF DEALING, STATEMENTS (WHETHER

20

ORAL OR WRITTEN) OR ACTIONS OF ANY LENDER IN CONNECTION HEREWITH.  EACH LENDER ACKNOWLEDGES AND AGREES THAT IT HAS RECEIVED FULL AND SUFFICIENT CONSIDERATION FOR THIS PROVISION AND THAT THIS PROVISION IS A MATERIAL INDUCEMENT FOR THE OTHER LENDERS ENTERING INTO THIS AGREEMENT.

21.Restatement.  This Agreement amends and restates in its entirety the Existing Intercreditor Agreement.

22.Counterparts.  This Agreement may be separately executed in counterparts and by the different parties hereto in separate counterparts, each of which when so executed shall be deemed to constitute one and the same Agreement.  This Agreement may be duly executed by facsimile or other electronic transmission.

23.Return and Release of Original Mortgage.  Each party hereto that was a party to the Existing Intercreditor Agreement agrees to return to the Borrower its original counterpart of the Mortgage (as defined in the Existing Credit Agreement), to the extent practicable.  Each such party hereby further authorizes Collateral Agent to release all liens, security interests and other rights and interests created by such Mortgage.

[THE REMAINDER OF THIS PAGE IS INTENTIONALLY LEFT BLANK.]

21

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed as of the date first written above by their duly authorized officers.

BANK OF AMERICA, N.A.
By:	/s/ Richard L. Stein
	Name: Richard L. Stein
	Title: Principal

BANK OF OKLAHOMA, N.A.
By:	/s/ Thomas M. Foncannon
	Name: Thomas M. Foncannon
	Title: Senior Vice President

BNP PARIBAS
By:	/s/ J. Onischuk
	Name: J. Onischuk
	Title: Director
By:	/s/ Greg Smothers
	Name: Greg Smothers
	Title: Vice President

COMERICA BANK
By:	/s/ Peter L. Sefzik
	Name: Peter L. Sefzik
	Title: Vice President

COMPASS BANK
By:	/s/ John M. Falbo
	Name: John M. Falbo
	Title: Senior Vice President

KEYBANK NATIONAL ASSOCIATION
By:	/s/ Thomas Rajan
	Name: Thomas Rajan
	Title: Vice President

JPMORGAN CHASE BANK
By:	/s/ Robert C. Mertensotto
	Name: Robert C. Mertensotto
	Title: ManagingDirector

THE ROYAL BANK OF SCOTLAND plc
By:	/s/ Keith Johnson
	Name: Keith Johnson
	Title: Senior Vice President

UNION BANK OF CALIFORNIA, N.A.
By:	/s/ Kimberly Coil
	Name: Kimberly Coil
	Title: Assistant Vice President
By:	/s/ Ali Ahmed
	Name: Ali Ahmed
	Title: Vice President

U.S. BANK NATIONAL ASSOCIATION
By:	/s/ Kathryn A. Gaiter
	Name: Kathryn A. Gaiter
	Title: Vice President

WACHOVIA BANK, NATIONAL
ASSOCIATION
By:	/s/ Philip Trinder
	Name: Philip Trinder
	Title: Vice President

WELLS FARGO BANK, N.A.
By:	/s/ Karen L. Rogers
	Name: Karen L. Rogers
	Title: Vice President

THE PRUDENTIAL INSURANCE COMPANY
OF AMERICA
By:	/s/ Brian E. Lemons
	Brian E. Lemons
	Vice President
PRUCO LIFE INSURANCE COMPANY
By:	/s/ Brian E. Lemons
	Brian E. Lemons
	Vice President
PRUDENTIAL INVESTMENT MANAGEMENT,
INC.
By:	/s/ Brian E. Lemons
	Brian E. Lemons
	Vice President
PRUCO LIFE INSURANCE COMPANY OF
NEW JERSEY
By:	/s/ Brian E. Lemons
	Brian E. Lemons
	Vice President

ING LIFE INSURANCE & ANNUITY COMPANY
By:	Prudential Private Placement Investors, L.P.,
	(as Investment Advisor)
By:	Prudential Private Placement Investors, Inc.,
	General Partner
	By:	/s/ Brian E. Lemons
		Brian E. Lemons
		Vice President
GIBRALTAR LIFE INSURANCE CO., LTD.
By:	Prudential Investment Management (Japan),
	Inc., as Investment Manager
By:	Prudential Investment Management, Inc.,
	as Sub-Adviser
	By:	/s/ Brian E. Lemons
		Brian E. Lemons
		Vice President
RGA REINSURANCE COMPANY
By:	Prudential Private Placement Investors,
	L.P. (as Investment Advisor)
By:	Prudential Private Placement Investors, Inc.
	(as its General Partner)
	By:	/s/ Brian E. Lemons
		Brian E. Lemons
		Vice President

AMERICAN BANKERS LIFE ASSURANCE
COMPANY OF FLORIDA, INC.
By:	Prudential Private Placement Investors,
	L.P. (as Investment Advisor)
By:	Prudential Private Placement Investors, Inc.
	(as its General Partner)
	By:	/s/ Brian E. Lemons
		Brian E. Lemons
		Vice President
FORTIS BENEFITS INSURANCE COMPANY
By:	Prudential Private Placement Investors,
	L.P. (as Investment Advisor)
By:	Prudential Private Placement Investors, Inc.
	(as its General Partner)
	By:	/s/ Brian E. Lemons
		Brian E. Lemons
		Vice President
CONNECTICUT GENERAL LIFE INSURANCE
COMPANY
By:	Prudential Investment Management, Inc.,
	as Investment Manager
	By:	/s/ Brian E. Lemons
		Brian E. Lemons
		Vice President

CONSENT AND AGREEMENT

Each of the undersigned hereby consents to Section 4, Section 7(a), Section 9(i) and Section 9(j) of the foregoing Agreement as of the date first written above.

WESTERN GAS RESOURCES, INC.
By:	/s/ William J. Krysiak
	William J. Krysiak
	Executive Vice President and
	Chief Financial Officer
MIGC, INC.
By:	/s/ William J. Krysiak
	William J. Krysiak
	Executive Vice President and
	Chief Financial Officer
MGTC, INC.
By:	/s/ William J. Krysiak
	William J. Krysiak
	Executive Vice President and
	Chief Financial Officer
WESTERN GAS RESOURCES-TEXAS, INC.
By:	/s/ William J. Krysiak
	William J. Krysiak
	Executive Vice President and
	Chief Financial Officer

MOUNTAIN GAS RESOURCES, INC.
By:	/s/ William J. Krysiak
	William J. Krysiak
	Executive Vice President and
	Chief Financial Officer
LANCE OIL & GAS COMPANY, INC.
By:	/s/ William J. Krysiak
	William J. Krysiak
	Executive Vice President and
	Chief Financial Officer
WESTERN GAS WYOMING, L.L.C.
By:	WESTERN GAS RESOURCES, INC., its
	sole member
	By:	/s/ William J. Krysiak
		William J. Krysiak
		Executive Vice President and
		Chief Financial Officer

Annex 1

ADDRESSES FOR NOTICE

BANK OF AMERICA, N.A.
901 Main Street, 14th Floor
Dallas, TX 75201
Attn:	Ramon Presas
Tel:	214.209.2642
Fax:	214.290.8364
with a copy to:
BANK OF AMERICA, N.A.
700 Louisiana, 8th Floor
TX4-213-08-14
Houston, TX 77002
Attn:	Richard Stein
Tel:	713.247.7258
Fax:	713.247.7286
BANK OF OKLAHOMA, N.A.
1625 Broadway, Suite 1570
Denver, CO 80202
Attn:	Thomas M. Foncannon
Tel:	303.534.9461
Fax:	303.534.9499
with a copy to:
BANK OF OKLAHOMA, N.A.
1625 Broadway, Suite 1570
Denver, CO 80202
Attn:	Mary Anne Anderson
Tel:	303.534.9465
Fax:	303.534.9499
BNP PARIBAS
1220 Smith Street, Suite 3100
Houston, TX 77002
Attn:	Joe Onischuk
Tel:	713.982.1161
Fax:	713.659.6915

COMERICA BANK
1601 Elm Street
2nd Floor, MC 6593
Dallas, TX 75201
Attn:	Peter L. Sefzik
Tel:	214.969.6563
Fax:	214.969.6561
COMPASS BANK
999 18th Street, #2800
Denver, CO 80202
Attn:	John Falbo
Tel:	303.217.2227
Fax:	303.217.2288
JPMORGAN CHASE BANK
600 Travis, 20th Floor
Houston, TX 77002
Attn:	Bob Mertensotto
Tel:	713.216.4147
Fax:	713.216.8870
KEYBANK NATIONAL ASSOCIATION
8117 Preston Road
Mail Code TX-07-14-0600
Dallas, Texas 75225
Attn:	Thomas Rajan
Tel:	214.414.2580
Fax:	214.414.2621
THE ROYAL BANK OF SCOTLAND PLC
600 Travis Street, Suite 6070
Houston, TX 77002
Attn:	Matthew J. Main
Tel:	713.221.2415
Fax:	713.221.2430

2

UNION BANK OF CALIFORNIA, INC.
500 N. Akard, Suite 4200
Dallas, TX 75201
Attn:	Kimberly Coil
Tel:	214.922.4200
Fax:	214.922.4209
with a copy to:
UNION BANK OF CALIFORNIA, INC.
601 Potrero Grande Dr., 1st Floor
Monterey Park, CA 91754
Attn:	An Cheng
Tel:	323.720.7837
Fax:	323.278.6173
U.S. BANK NATIONAL ASSOCIATION
918 17TH Street, 3rd Floor
DNCOBB3E
Denver, CO 80202
Attn:	Kathryn A. Gaiter
Tel:	303.585.4210
Fax:	303.585.4362
WACHOVIA BANK, NATIONAL ASSOCIATION
1001 Fannin Street, Suite 2255
Houston, TX 77002
Attn:	Philip Trinder
Tel:	713.346.2718
Fax:	713.650.6354
WELLS FARGO BANK, N.A.
1740 Broadway, 6th Floor
MAC C7300-061
Denver, CO 80274
Attn:	Patricia A. Ropers
Tel:	303.863.5793
Fax:	303.863.5196

3

THE PRUDENTIAL INSURANCE COMPANY OF AMERICA
PRUCO LIFE INSURANCE COMPANY
PRUDENTIAL INVESTMENT MANAGEMENT, INC.
PRUCO LIFE INSURANCE COMPANY OF NEW JERSEY
2200 Ross Avenue, Suite 4200E
Dallas, TX 75201
Attn:	Ric Abel
Tel:	214.720.6202
Fax:	214.720.6299
GIBRALTER LIFE INSURANCE CO., LTD.
c/o Prudential Investment Management (Japan), Inc.
2200 Ross Avenue, Suite 4200E
Dallas, TX 75201
Attn:	Ric Abel
Tel:	214.720.6202
Fax:	214.720.6299
ING LIFE INSURANCE & ANNUITY COMPANY
RGA REINSURANCE COMPANY
AMERICAN BANKERS LIFE ASSURANCE COMPANY OF FLORIDA, INC.
FORTIS BENEFITS INSURANCE COMPANY
c/o Prudential Private Placement Investors, L.P.
4 Gateway Center, 100 Mulberry Street
Newark NJ 07102
Attn:	Albert Trank
Tel:	973.802.8608
Fax:	973.624.6432
CONNECTICUT GENERAL LIFE INSURANCE COMPANY
c/o Prudential Investment Management, Inc.
2200 Ross Avenue, Suite 4200E
Dallas, TX 75201
Attn:	Ric Abel
Tel:	214.720.6202
Fax:	214.720.6299

4

EX-10.6

Exhibit 10.6

LETTER AMENDMENT NO. 2
TO
THIRD AMENDED AND RESTATED MASTER SHELF AGREEMENT

As of June 29, 2004

The Prudential Insurance Company of America (“PICA”)
Pruco Life Insurance Company (“Pruco”)
Prudential Investment Management, Inc. (“Prudential”)
ING Life Insurance & Annuity Company (“ING”)
Each Purchaser listed on the Purchaser Schedule attached hereto
c/o Prudential Capital Group
2200 Ross Avenue, Suite 4200E
Dallas, Texas 75201

Ladies and Gentlemen:

We refer to the Third Amended and Restated Master Shelf Agreement dated as of December 19, 1991 (effective as of January 13, 2003) (as amended by the Letter Amendment No. 1 to Third Amended and Restated Master Shelf Agreement dated as of April 24, 2003, the “Agreement”), among PICA, Pruco, Prudential, ING and Western Gas Resources, Inc., a Delaware corporation (the “Company”).  Unless otherwise defined in this Letter Amendment No. 2 to Third Amended and Restated Master Shelf Agreement (this “Amendment”), the terms defined in the Agreement shall be used herein as therein defined.

The Company has requested and, subject to the terms and conditions specified herein, the undersigned holders of the Notes are willing to make, certain amendments to the Agreement, all as more particularly set forth herein.

1.Amendments to the Agreement.  Subject to the accuracy of the representations and warranties set forth in paragraph 2 hereof and satisfaction of the conditions set forth in paragraph 3(c) hereof, the undersigned holders of the Notes hereby agree with the Company to amend, effective as of the date first above written, the Agreement as follows:

(a)Paragraph 1A.  Restatement and Amendment of Existing Agreement.  Paragraph 1A of the Agreement is deleted in its entirety and the following is inserted in lieu thereof:

“1A.Restatement and Amendment of Existing Agreement.  The Company and PICA entered into a Master Shelf Agreement dated as of December 19, 1991 as amended by Letter Amendment No. 1 dated October 22, 1992.  On July 22, 1993, the Company and PICA entered into an Amended and Restated Master Shelf Agreement which Amended and Restated such Master Shelf Agreement, as amended, in its entirety.  Such Amended and Restated Master Shelf Agreement was further amended by the Second Amended and Restated Master Shelf Agreement effective as of January 31, 1996.  Such Second Amended

and Restated Master Shelf Agreement was amended by Letter Amendment No. 1 dated November 21, 1997, Letter Amendment No. 2 dated March 31, 1999, Limited Waiver, Consent, Release and Amendment No. 3 dated June 1, 1999, Limited Waiver, Consent, Release and Amendment No. 4 dated August 25, 2000, Letter Amendment No. 5 dated March 30, 2001 and Letter Amendment No. 6 dated March 1, 2002.  (The Second Amended and Restated Master Shelf Agreement, as amended, is referred to herein as the “Original Agreement”.)  Effective as of January 13, 2003, the Original Agreement was further amended by the Third Amended and Restated Master Shelf Agreement.  Such Third Amended and Restated Master Shelf Agreement has been amended by Letter Amendment No. 1 to Third Amended and Restated Master Shelf Agreement dated April 24, 2003 (“Amendment No. 1”).  (The Third Amended and Restated Master Shelf Agreement, as amended by Amendment No. 1, is referred to herein as the “Existing Agreement”).  The Company has issued to PICA or Prudential Affiliates $225,000,000 aggregate principal amount of Senior Notes (the “Original Notes”) pursuant to the Existing Agreement, thereby reducing the Available Facility Amount (as defined in the Existing Agreement) to $40,000,000.  The Company, PICA, Pruco, Prudential, ING and Prudential Affiliatesentered into that certain Letter Amendment No. 2 to Third Amended and Restated Master Shelf Agreement dated as of June 29, 2004 (“Amendment No. 2”) to, among other things, amend certain provisions of the Existing Agreement including, without limitation, to increase the size of the Facility from $40,000,000 to $150,000,000 and extend the period during which Notes may be issued.  Accordingly, the Company, Prudential, PICA, Pruco and each Purchaser agrees that the Original Agreement is amended and restated in its entirety to read as provided in this Agreement, as modified by Amendment No. 1 and Amendment No. 2.

(b)Paragraph 1B.  Authorization of Issues of Notes.  Paragraph 1B of the Agreement is amended by deleting the reference to “$265,000,000” in the first sentence thereof and inserting a reference to “$375,000,000” in lieu thereof.

(c)Paragraph 2A.  Facility.  Paragraph 2A of the Agreement is amended in its entirety to read as follows:

“2A.Facility.

2A(1).Facility.  Prudential is willing to consider, in its sole discretion and within limits which may be authorized for purchase by the Prudential Affiliates from time to time, the purchase of Notes pursuant to this Agreement.  The willingness of Prudential to consider such purchase of Notes is herein called the “Facility”.  At any time, the aggregate principal amount of Notes stated in paragraph 1(B), minus (i) the aggregate principal amount of Notes purchased and sold pursuant to this Agreement prior to such time (including the Original Notes) and (ii) the aggregate principal amount of Accepted Notes which have not yet been purchased and sold hereunder prior to such time, is herein called the

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“Available Facility Amount” at such time.  NOTWITHSTANDING THE WILLINGNESS OF PRUDENTIAL TO CONSIDER PURCHASES OF NOTES, THIS AGREEMENT IS ENTERED INTO ON THE EXPRESS UNDERSTANDING THAT NEITHER PRUDENTIAL NOR ANY PRUDENTIAL AFFILIATE SHALL BE OBLIGATED TO MAKE OR ACCEPT OFFERS TO PURCHASE NOTES, OR TO QUOTE RATES, SPREADS OR OTHER TERMS WITH RESPECT TO SPECIFIC PURCHASES OF NOTES, AND THE FACILITY SHALL IN NO WAY BE CONSTRUED AS A COMMITMENT BY PRUDENTIAL OR ANY PRUDENTIAL AFFILIATE.

2A(2).  Limitation on Facility.  Notwithstanding anything in paragraph 2A(1), the Company may not request the issuance of Notes, and neither Prudential nor any other Prudential Financial Entity shall be required to purchase Notes pursuant to the Facility if, after the issuance of such Notes, the aggregate amount of Western Exposure would exceed $175,000,000.”

(d)Paragraph 2B.  Issuance Period.  Paragraph 2B of the Agreement is hereby amended by deleting the date “January 13, 2005” in the last sentence thereof and inserting the date “June 29, 2006” in lieu thereof.

(e)Paragraph 2D.  Request for Purchase.  Paragraph 2D of the Agreement is hereby amended to (A) delete the word “and” from the end of clause (vi), (B) renumber the existing clause (vii) to become clause (viii), and (C) insert new clause (vii) that reads as follows:

“(vii) specify the Designated Spread for such Notes, and”

(f)Paragraph 2H.  Closing.  Paragraph 2H is amended by (A) renumbering the existing paragraphs 2H(2) and 2H(3) to become paragraphs 2H(3) and 2H(4), respectively, and (B) inserting the new paragraph 2H(2) that reads as follows:

“2H(2).  Series I Closing.  The Company hereby agrees to sell to the Purchasers and, subject to the terms and conditions herein set forth, each Purchaser agrees to purchase from the Company under the Facility $100,000,000 of 5.92% Senior Notes, Series I, due 2011 (the “Series I Notes”) in the aggregate principal amount set forth opposite its name on the Purchaser Schedule attached to Amendment No. 2 at 100% of such aggregate principal amount.  The Series I Notes shall be substantially in the form of Exhibit A-3 attached hereto.  The Company will deliver to Prudential, at the offices of Baker Botts L.L.P. at 2001 Ross Avenue, Dallas, Texas 75201, one or more Notes registered in the name of the Purchasers, evidencing the aggregate principal amount of Series I Notes to be purchased by the Purchasers and in the denomination or denominations specified in the Purchaser Schedule attached to Amendment No. 2 against payment of the purchase price thereof by transfer of immediately available funds to the credit of the Company’s account #0180352922 at Bank of America N.A., Dallas, Texas (ABA No. 111-000-012) on the date of closing, which shall be June 30, 2004, or

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any other date upon which the Company and Prudential may mutually agree in writing (the “Series I Closing”).”

(g)Paragraph 2I.  Fees.

(I)Paragraph 2I(1) of the Agreement is amended by deleting the reference to “Series H Closing” in such paragraph and inserting a reference to “Series I Closing” in lieu thereof.

(II)Paragraph 2I(4) of the Agreement is amended in its entirety to read as follows:

“2I(4).  Structuring Fee.  The Company will pay to the Purchasers of the Series I Notes in the amounts set forth in Schedule 1 attached to Amendment No. 2 a structuring fee in the aggregate amount of $100,000 on the Series I Closing.”

(h)Paragraph 5.  Affirmative Covenants.

(I)Paragraph 5A of the Agreement is hereby amended to (A) insert the word “and” at the end of clause (vii), (B) delete clauses (viii), (ix), and (x) thereof, and (C) renumber the existing clause (xi) to become clause (viii).

(II)Paragraph 5A of the Agreement is further amended to delete the references to paragraphs 6A(1), 6A(3), 6A(5) and 6B in the penultimate paragraph thereof.

(III)Paragraph 5E of the Agreement is amended to delete the last sentence thereof and insert the following in lieu thereof:

“The Company shall notify Prudential immediately of any announcement by Moody’s or S&P of any downward change in a Debt Rating of which any officer has knowledge.”

(IV)Paragraph 5O of the Agreement is amended in its entirety to read as follows:

“5O.  Credit Fee. The Company shall pay the holder of each Note originally issued by the Company prior to January 1, 2004 (each such Note and each Note delivered in substitution or exchange for any such Note pursuant to any provision of this Agreement, a “Pre-2004 Note”) a credit fee equal to 0.50% per annum of the principal amount of such Pre-2004 Note during the period beginning January 1, 1999 (with such credit fee accruing as if it had been in effect, continuously, beginning January 1, 1999), through the day on which the Company provides to such holder satisfactory evidence that the Company has received the Minimum Rating or achieved the Required Debt Ratio.  If the Company is downgraded below the Minimum Rating after having received the Minimum

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Rating and at such time does not have the Required Debt Ratio, the Company shall pay the holder of each Pre-2004 Note a credit fee equal to 0.50% per annum of the outstanding principal amount of such Pre-2004 Note, in respect to such principal amount, during the period beginning the day after the Company loses the Minimum Rating and ending on the day the Company again provides satisfactory evidence to the holder of such Pre-2004 Note that the Company has received the Minimum Rating or has once again achieved the Required Debt Ratio (the credit fees applicable pursuant to the preceding two sentences are referred to herein as the “Credit Fee”).  The Credit Fee shall be payable quarterly in arrears on the last day of March, June, September and December of each yearcommencing March 31, 1999.”

(V)Paragraph 5P of the Agreement is amended to delete each reference therein to “or paragraph 5Q”.

(VI)Paragraph 5 of the Agreement is amended to delete paragraphs 5Q, 5R, 5S, 5T, 5U and 5V in their entirety.

(i)Paragraph 6.  Negative Covenants.

(I)Paragraph 6A(1) of the Agreement is deleted in its entirety and the following is inserted in lieu thereof:

“6A(1).  [Intentionally Deleted].”

(II)Paragraph 6A(3) of the Agreement is deleted in its entirety and the following is inserted in lieu thereof:

“6A(3).  [Intentionally Deleted.]”

(III)Paragraph 6A(4) of the Agreement is amended in its entirety to read as follows:

“6A(4).  Total Fixed Charge Coverage Ratio.For each fiscal quarter of the Company, the ratio of (i) the sum of (a) the Consolidated Net Earnings of the Company for the four immediately preceding fiscal quarters of the Company plus (b) the Company’s consolidated interest expense and provision for income taxes, depreciation and amortization for the four immediately preceding fiscal quarters of the Company that were taken into account in determining such Consolidated Net Earnings to (ii) the Company’s consolidated accrued interest expense for the four immediately preceding fiscal quarters to be less than 3.00 to 1.00.”

(IV)Paragraph 6A(5) of the Agreement is deleted in its entirety and the following is inserted in lieu thereof:

“6A(5).  [Intentionally Deleted].”

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(V)Paragraph 6B of the Agreement is deleted in its entirety and the following is inserted in lieu thereof:

“6B.  [Intentionally Deleted].”

(VI)Clause (iv) of paragraph 6C(10) of the Agreement is deleted in its entirety and the following is inserted in lieu thereof:

“(iv)  any other contract that is a guaranty, an endorsement or another form of contingent liability in respect of the obligations, stock or dividends of any Person or that, in economic effect, is substantially equivalent to a guaranty (other than (a) the guaranties permitted by clause (vi) of paragraph 6C(2) and (b) any guaranty of the performance of a Subsidiary of the Company, provided that such guaranty does not guarantee Debt);”

(VII)Paragraph 6F of the Agreement is deleted in its entirety and the following is inserted in lieu thereof:

“6F.Most Favored Lender Status.  The Company will not, and will not permit any Subsidiary to, enter into, assume or otherwise be bound or obligated under the NCNB Agreement (including, without limitation, any and all renewals, extensions, refinancings, refundings, amendments, restatements, supplements, or modifications thereof) if such agreement contains one or more Additional Covenants or Additional Defaults, unless prior written consent to such agreement shall have been obtained pursuant to paragraph 11C; provided, however, in the event the Company or any Subsidiary shall enter into, assume or otherwise become bound by or obligated under such agreement without the prior written consent of the Required Holder(s), the terms of this Agreement shall, without any further action on the part of the Company or any of the holders of the Notes, be deemed to be amended automatically to include each Additional Covenant and each Additional Default contained in such agreement.  The Company further covenants to promptly execute and deliver at its expense (including the fees and expenses of counsel for the holders of the Notes) an amendment to this Agreement in form and substance satisfactory to the Required Holder(s) evidencing the amendment of this Agreement to include such Additional Covenants and Additional Defaults, provided that the execution and delivery of such amendment shall not be a precondition to the effectiveness of such amendment as provided for in this paragraph 6F, but shall merely be for the convenience of the parties hereto.  Notwithstanding the foregoing provisions of this paragraph 6F, this Agreement shall not be deemed to include Section 7.05(g) of the NCNB Agreementas in effect on June 29, 2004, unless such Section 7.05(g) is thereafter amended and constitutes an Additional Covenant.”

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(j)Events of Default.

(I)Paragraph 7A of the Agreement is amended by deleting the existing clause (v) and inserting the following in lieu thereof:

“(v)  the Company fails to perform or observe any term, covenant or agreement contained in (x) the final sentence of paragraph 5E, (y) paragraph 5M, 5N or 5P, or (z) paragraph 6; or”

(II)Paragraph 7A of the Agreement is further amended by deleting clause (a) from the language beginning immediately after clause (xvii) thereof and inserting the following in lieu thereof:

“(a) if such event is an Event of Default specified in clause (viii), (ix) or (x) of this paragraph 7A, all of the Notes at the time outstanding shall automatically become immediately due and payable at par together with interest and Credit Fee accrued thereof, without presentment, demand, protest or notice of any kind (including, without limitation, notice of intent to accelerate and notice of acceleration of maturity), all of which are hereby waived by the Company,”

(j)Definitions.

(I)Paragraph 10A of the Agreement is amended by deleting the existing definition of “Reinvestment Yield” and inserting the following definition in lieu thereof:

“Reinvestment Yield” shall mean, with respect to the Called Principal of any Note, the Designated Spread over the yield to maturity implied by (i) the yields reported as of 10:00 a.m. (New York City local time) on the Business Day next preceding the Settlement Date with respect to such Called Principal for actively traded U.S. Treasury securities having a maturity equal to the Remaining Average Life of such Called Principal as of such Settlement Date on the display designated as Screen PX1 on the Bloomberg Financial Markets Services System (or, if the Bloomberg Financial Markets Services System shall cease to report such yields or shall cease to be Prudential Capital Group’s customary source of information for calculating yield-maintenance amounts on privately placed notes, then such generally recognized source as is then Prudential Capital Group’s customary source of such information), or if such yields shall not be reported as of such time or the yields reported as of such time shall not be ascertainable, (ii) the Treasury Constant Maturity Series yields reported, for the latest day for which such yields shall have been so reported as of the Business Day next preceding the Settlement Date with respect to such Called Principal, in Federal Reserve Statistical Release H.15(519) (or any comparable successor publication) for actively traded U.S. Treasury securities having a constant maturity equal to the Remaining Average Life of such Called Principal as of such Settlement Date.  Such implied yield shall be determined, if necessary, by (a) converting U.S. Treasury bill quotations to bond equivalent yields in accordance with accepted financial practice and (b) interpolating linearly between yields reported for

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various maturities.  The Reinvestment Yield shall be rounded to that number of decimal places as appears in the coupon of the applicable Note.

(II)The following definition is inserted in paragraph 10A in the appropriate alphabetical position therein:

“Designated Spread” shall mean 0.75% in the case of each Series I Note and 0% in the case of each Note of any other Series unless the Confirmation of Acceptance with respect to the Notes of such Series specifies a different Designated Spread in which case it shall mean, with respect to each Note of such Series, the Designated Spread so specified.

(III)Paragraph 10B of the Agreement is amended by deleting the definitions of “Consolidated Net Earnings Available For Restricted Payments”, “Consolidated Senior Debt”, “Debt Rating Downgrade”, “Indenture”, “Mortgage”, “Oil and Gas Collateral”, “Replacement Ratings Agency”, “Restricted Payment”, “Restricted Subsidiary”, and “Significant Subsidiary”.

(IV)Paragraph 10B of the Agreement is amended by deleting the existing definitions of “Available Facility Amount”, “Collateral”, “Debt Rating”, “Facility”, “Intercreditor Agreement”,“NCNB Agreement”, “Security Documents”, and “Subordinated Debt” and inserting the following definitions in lieu thereof:

“Available Facility Amount” shall have the meaning specified in paragraph 2A(1).

“Collateral” shall mean (i) all of the “Collateral” as defined in each Pledge Agreement, and (ii) all of the other real or personal property of the Company, MIGC or any other Person in which a lien or security interest is granted pursuant to any Security Document.

“Debt Rating” shall mean, as of any date of determination, the rating as determined by either S&P or Moody’s of the Company’s Debt under the NCNB Agreement or any replacement credit facility therefor.

“Facility” shall have the meaning specified in paragraph 2A(1).

“Intercreditor Agreement” shall mean that certain Amended and Restated Intercreditor Agreement dated as of June 29, 2004, among Prudential, the holders of the Notes, the banks party to the NCNB Agreement, and Bank of America, N.A., as collateral agent, as the provisions thereof may from time to time be amended or waived in compliance with the terms hereof.

“NCNB Agreement” shall mean that certain Amended and Restated Credit Agreement dated as of June 29, 2004, among the Company, Bank of America, N.A., as Administrative Agent and L/C Issuer, JPMorgan Chase Bank,

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BNP Paribas, The Royal Bank of Scotland plc, and Wachovia Bank, National Association, as Co-Syndication Agents, Wells Fargo Bank, N.A., Union Bank of California, N.A., and U.S. Bank National Association, as Co-Documentation Agents, and the lenders party thereto, as the provisions thereof may from time to time be amended or waived in compliance with paragraph 6E.

“Security Documents” shall mean all security agreements, deeds of trust, mortgages, chattel mortgages, pledges, guaranties, financing statements, continuation statements, extension agreements and other agreements or instruments now, heretofore, or hereafter delivered by the Company or any Subsidiary to Prudential, the holders of the Notes or the Collateral Agent in connection with this Agreement or any transaction contemplated hereby to secure or guarantee the payment of any part of the obligations hereunder or under the Notes or the performance of the other duties and obligations of the Company or any Subsidiary under this Agreement, including, without limitation, the Pledge Agreements.

“Subordinated Debt” shall mean unsecured Debt of the Company for borrowed money that is subordinated in right of payment to the payment of the Notes in a manner satisfactory to the Required Holder(s).

(V)The following definitions are inserted in paragraph 10B in the appropriate alphabetical order:

“Additional Covenant” shall mean any affirmative or negative covenant or similar restriction applicable to the Company or any Subsidiary (regardless of whether such provision is labeled or otherwise characterized as a covenant) the subject matter of which either (i) is similar to that of any covenant in paragraph 5 or 6 of this Agreement, or related definitions in paragraph 10 of this Agreement, but contains one or more percentages, amounts or formulas that is more restrictive than those set forth herein or more beneficial to the holder or holders of the Debt created or evidenced by the document in which such covenant or similar restriction is contained (and such covenant or similar restriction shall be deemed an Additional Covenant only to the extent that it is more restrictive or more beneficial) or (ii) is different from the subject matter of any covenant in paragraph 5 or 6 of this Agreement, or related definitions in paragraph 10 of this Agreement.

“Additional Default” shall mean any provision contained in any document or instrument creating or evidencing Debt of the Company or any Subsidiary which permits the holder or holders of Debt to accelerate (with the passage of time or giving of notice or both) the maturity thereof or otherwise requires the Company or any Subsidiary to purchase such Debt prior to the stated maturity thereof and which either (i) is similar to any Default or Event of Default contained in paragraph 7 of this Agreement, or related definitions in paragraph 10 of this Agreement, but contains one or more percentages, amounts or formulas that is more restrictive or has a shorter grace period than those set forth herein or

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is more beneficial to the holders of such other Debt (and such provision shall be deemed an Additional Default only to the extent that it is more restrictive, has a shorter grace period or is more beneficial) or (ii) is different from the subject matter of any Default or Event of Default contained in paragraph 7 of this Agreement, or related definitions in paragraph 10 of this Agreement.

“Amendment No. 1” shall have the meaning specified in paragraph 1A.

“Amendment No. 2” shall have the meaning specified in paragraph 1A.

“Pre-2004 Note” shall have the meaning specified in paragraph 5O.

“Prudential Financial Entity” shall mean (i) PICA, Pruco, Pruco Life Insurance Company of New Jersey and any other corporation or other entity controlling, controlled by, or under common control with, PICA.  For purposes of this definition, the terms “control”, “controlling” and “controlled” shall mean the ownership, directly or through subsidiaries, of a majority of a corporation’s or other entity’s voting stock or equivalent voting securities or interests.

“Series I Notes” shall have the meaning specified in paragraph 2H(2).

“Series I Closing” shall have the meaning specified in paragraph 2H(2).

“Western Exposure” means, at any time, the aggregate principal amount of (i) Notes outstanding at such time held by Prudential Financial Entities (other than Notes held for separate accounts) and (ii) Accepted Notes which Prudential Financial Entities have agreed to purchase but which have not been purchased at such time (other than Accepted Notes to be purchased for separate accounts).

(k)Paragraph 11.  Paragraph 11 of the Agreement is amended to delete paragraph 11R in its entirety.

(l)Exhibit A-3.  A new Exhibit A-3 is added to the Agreement in the form attached as Exhibit A-3 hereto.

(m)Exhibit C.  Exhibit C to the Agreement is deleted in its entirety and Exhibit C attached hereto is inserted in lieu thereof.

(n)Exhibit E.  Exhibit E to the Agreement is deleted in its entirety and Exhibit E attached hereto is inserted in lieu thereof.

2.Representations and Warranties.  In order to induce each of you to enter into this Amendment, the Company hereby represents and warrants as follows:

(a)Due Authorization; Noncontravention.  The execution, delivery and performance by the Company and each Guarantor of this Amendment, the Agreement as amended hereby, the Notes, the Guaranties, the Intercreditor Agreement and the Security

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Documents have in each case been duly authorized by all necessary corporate or limited liability company action, as applicable, and do not and will not (i) contravene the terms of the charter and by-laws or other organizational documents of the Company or any Guarantor, (ii) conflict with or result in any breach or contravention of, or the creation of any Lien (other than the Liens created by the Security Documents) under, any document evidencing any contractual obligation to which any such Person is a party or any order, injunction, writ or decree of any governmental authority binding on any such Person or its property, or (iii) violate any applicable law binding on or affecting any such Person.

(b)Binding Effect.  This Amendment, the Agreement as amended hereby, the Notes, the Guaranties, the Intercreditor Agreement and the Security Documents constitute the legal, valid and binding obligations of the Company and the Guarantors, enforceable against such Persons in accordance with their respective terms, except as enforceability may be limited by applicable bankruptcy, insolvency, or similar laws affecting the enforcement of creditors’ rights generally or by equitable principles of general applicability.

(c)Representations and Warranties.  The representations and warranties of the Company and the Guarantors set forth in the Agreement, the Guaranties and the Security Documents are true and correct on and as of the date hereof, both before and after giving effect to the effectiveness of this Amendment (except to the extent such representations and warranties expressly are limited to an earlier date, in which such representations and warranties are true and correct on and as of such earlier date).

(d)No Defaults.  No Default or Event of Default exists under the Agreement, the Notes, any Guaranty, any Security Document or any other agreement or instrument executed in connection therewith and no default or event of default exists under the NCNB Agreement, any agreement or instrument executed in connection therewith or any other material contract or agreement to which the Company or any of the Guarantors is a party, and, to the Company’s knowledge, no such default or event of default is imminent.

3.Miscellaneous.

(a)Effect on Agreement.  On and after the effective date of this Amendment, each reference in the Agreement to “this Agreement”, “hereunder”, “hereof”, or words of like import referring to the Agreement and each reference in the Notes and all other documents executed in connection with the Agreement to “the Agreement”, “thereunder”, “thereof”, or words of like import referring to the Agreement shall mean the Agreement as amended by this Amendment.  The Agreement, as amended by this Amendment, is and shall continue to be in full force and effect and is hereby in all respects ratified and confirmed.

(b)Counterparts.  This Amendment may be executed in any number of counterparts (including those transmitted by facsimile) and by any combination of the parties hereto in separate counterparts, each of which counterparts shall be an original and all of which taken together shall constitute one and the same Amendment.  Delivery of this Amendment may be made by facsimile transmission of a duly executed counterpart copy hereof.

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(c)Effectiveness.  This Amendment shall become effective as of the date first above written when and if each of the conditions set forth in this subparagraph (c) shall have been satisfied.

(I)Amendment.  Counterparts of this Amendment shall have been executed by the Company, each Guarantor and the Required Holder(s) and shall have been delivered to Prudential.

(II)NCNB Loan Documents.  The Loan Documents (as defined in the NCNB Agreement) shall have been executed by all parties thereto, a final copy and execution pages thereof shall have been delivered to Prudential and all of such Loan Documents shall be in form and substance satisfactory to Prudential and in full force and effect.

(III)Intercreditor Agreement.  The Intercreditor Agreement shall have been executed by all parties thereto, a counterpart thereof shall have been delivered to Prudential and such Intercreditor Agreement shall be in form and substance satisfactory to Prudential and in full force and effect.

(IV)Representations and Warranties.  Each of the representations and warranties made in this Amendment shall be true and correct on and as of the date hereof as if made on and as of such date, both before and after giving effect to this Amendment.

(V)Amendment Fee.  The Company shall have paid by wire transfer of immediately available funds to the holders of Pre-2004 Notes in the amounts set forth in Schedule 2 hereto an amendment fee in the aggregate amount of $45,000.00.

(VI)Fees and Expenses of Counsel.  The Company shall have paid the fees, costs and out-of-pocket expenses incurred by external counsel to Prudential in connection with the preparation, negotiation, execution and delivery of this Amendment and all transaction contemplated hereby.

(d)Expenses.  The Company confirms its agreement, pursuant to paragraph 11B of the Agreement, to pay promptly all expenses of the undersigned holders of Notes related to the preparation, reproduction, execution and delivery of this Amendment and all matters contemplated hereby, including without limitation all fees and expenses of counsel to such parties.

(e)Governing Law.  THIS AMENDMENT SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH, AND THE RIGHTS OF THE PARTIES SHALL BE GOVERNED BY, THE LAW OF THE STATE OF NEW YORK.

(f)Affirmation of Obligations and Liens.  Notwithstanding that such consent is not required thereunder, each of the Guarantors consents to the execution and delivery of this Amendment by the parties hereto, including, without limitation, the increase in the aggregate amount of Notes that may be issued under the Agreement to $375,000,000. As a material inducement to the undersigned to amend the Agreement, each of the Guarantors respectively

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(i) acknowledges and confirms the continuing existence, validity and effectiveness of the Guaranty and Pledge Agreement, if any, to which it is a party, and any Liens granted thereunder, and (ii) agrees that the execution, delivery and performance of this Amendment shall not in any way release, diminish, impair, reduce or otherwise affect its obligations under any such Guaranty or Pledge Agreement or any Liens granted thereunder except that, upon the effectiveness of, and on and after the date of this Amendment, each reference in such Guaranty or Pledge Agreement to (A) the “Shelf Agreement” shall mean the Agreement as amended by this Amendment, and as the same may be further amended or modified from time to time, and (B) the “Notes” shall mean the Notes as defined in the Agreement as amended by this Amendment, and as the same may be further amended or modified from time to time.

(g)Series I Notes.  On or before June 30, 2004, the Company agrees to satisfy all of the conditions set forth in paragraph 3A of the Agreement for the Series I Closing (including, without limitation, (i) the Purchasers of the Series I Notes shall have received the structuring fee referred to in paragraph 2I(4) of the Agreement, as amended hereby, (ii) Prudential shall have received a Funds Delivery Instruction Letter in the form of Exhibit H attached to the Agreement, duly executed by the Company, and (iii) each Purchaser shall have received the opinion described in paragraph 3A(viii) of the Agreement, provided that such opinion shall, in addition to such other matters as the Purchasers may reasonably request, cover this Amendment, the Agreement as amended hereby, the Guaranties as amended hereby and the Security Documents as amended hereby).

(h)Headings.  The headings of the various paragraphs and subparagraphs of this Amendment are for convenience of reference only and shall not modify, define, expand or limit any of the terms or provisions hereof.

(i)FINAL AGREEMENT.  THE AGREEMENT, AS AMENDED BY THIS AMENDMENT, TOGETHER WITH THE NOTES, THE GUARANTIES, THE INTERCREDITOR AGREEMENT AND THE SECURITY DOCUMENTS, REPRESENT THE FINAL AGREEMENT BETWEEN THE PARTIES 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.

[Remainder of page is intentionally left blank; signature pages follow]

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If you agree to the terms and provisions hereof, please evidence your agreement by executing and returning a counterpart of this Amendment to Western Gas Resources, Inc., 1099 18th Street, Suite 1200, Denver, CO 80202, Attention: General Counsel.

Very truly yours,
WESTERN GAS RESOURCES, INC.
By:	/s/ William J. Krysiak
	William J. Krysiak
	Executive Vice President- CFO

Agreed as of the date first above written:

THE PRUDENTIAL INSURANCE COMPANY
OF AMERICA

By:	/s/ Brian E. Lemmons
	Vice President

PRUCO LIFE INSURANCE COMPANY

By:	/s/ Brian E. Lemmons
	Vice President

PRUCO LIFE INSURANCE COMPANY OF
NEW JERSEY

By:	/s/ Brian E. Lemmons
	Vice President

PS-1

ING LIFE INSURANCE & ANNUITY COMPANY

By:	Prudential Private Placement Investors, L.P. (as Investment Advisor)
By:	Prudential Private Placement Investors, Inc. (as its General Partner)
	By	/s/ Brian E. Lemmons
		Vice President

GIBRALTAR LIFE INSURANCE CO., LTD.
By:	Prudential Investment Management (Japan), Inc., as Investment Manager
By:	Prudential Investment Management, Inc., as Sub-Adviser
	By:	/s/ Brian E. Lemmons
		Vice President

RGA REINSURANCE COMPANY
By:	Prudential Private Placement Investors, L.P. (as Investment Advisor)
By:	Prudential Private Placement Investors, Inc. (as its General Partner)
	By:	/s/ Brian E. Lemmons
		Vice President

PS-2

AMERICAN BANKERS LIFE ASSURANCE
COMPANY OF FLORIDA, INC.

By:	Prudential Private Placement Investors, L.P. (as Investment Advisor)
By:	Prudential Private Placement Investors, Inc. (as its General Partner)
	By:	/s/ Brian E. Lemmons
		Vice President

FORTIS BENEFITS INSURANCE COMPANY

By:	Prudential Private Placement Investors, L.P. (as Investment Advisor)
By:	Prudential Private Placement Investors, Inc. (as its General Partner)
	By:	/s/ Brian E. Lemmons
		Vice President

CONNECTICUT GENERAL LIFE INSURANCE
COMPANY

By:	Prudential Investment Management, Inc., as Investment Manager
	By:	/s/ Brian E. Lemmons
		Vice President

PS-3

Agreed and acknowledged by each of the undersigned for
the purposes set forth in paragraph 4(f).

MIGC, INC.
MGTC, INC.
WESTERN GAS RESOURCES-TEXAS, INC.
MOUNTAIN GAS RESOURCES, INC.
LANCE OIL & GAS COMPANY, INC.
By:	/s/ William J. Krysiak
	William J. Krysiak
	Executive Vice President- CFO
WESTERN GAS WYOMING, L.L.C.
By:	Western Gas Resources, Inc., its sole
member
	By:	/s/ William J. Krysiak
		William J. Krysiak
		Executive Vice President- CFO

PS-4