exv10w1





Exhibit
10.1 

EXECUTION VERSION




 

 






REVOLVING CREDIT AGREEMENT




Dated as of October 29, 2009


 
among




WESTERN GAS PARTNERS, LP,




As the Borrower,




WELLS FARGO BANK, NATIONAL ASSOCIATION,




As Administrative Agent,




DNB NOR BANK ASA




and




BANK OF AMERICA, N.A.,




As Syndication Agents,




THE BANK OF NOVA SCOTIA




and




BNP PARIBAS,




As Documentation Agents




and




THE LENDERS SIGNATORY HERETO




 






WELLS FARGO SECURITIES, LLC




BANC OF AMERICA SECURITIES LLC




DNB NOR BANK ASA, NEW YORK BRANCH




Co-Lead Arrangers and Bookrunners




 

 






 









 












TABLE OF CONTENTS




	 	 	 	 	 	 	 
	 	 	 	 	Page
	 
	 	 	 	 	 	 
	
ARTICLE I

DEFINITIONS AND ACCOUNTING TERMS
	Section 1.01

	 	Defined Terms
	 	 	1	 
	Section 1.02

	 	Use of Defined Terms
	 	 	16	 
	Section 1.03

	 	Accounting Terms
	 	 	16	 
	Section 1.04

	 	Interpretation
	 	 	17	 
	 
	 	 	 	 	 	 
	
ARTICLE II

AMOUNT AND TERMS OF LOANS
	Section 2.01

	 	Loans
	 	 	17	 
	Section 2.02

	 	Repayment of Loans; Evidence of Debt
	 	 	17	 
	Section 2.03

	 	Procedure for Borrowing
	 	 	18	 
	Section 2.04

	 	Facility Fees and LC Fees
	 	 	19	 
	Section 2.05

	 	Letters of Credit
	 	 	20	 
	Section 2.06

	 	Reduction or Termination of Commitments
	 	 	24	 
	Section 2.07

	 	Optional Prepayments
	 	 	25	 
	Section 2.08

	 	Mandatory Prepayments
	 	 	25	 
	Section 2.09

	 	Commitment Increases
	 	 	25	 
	Section 2.10

	 	Interest
	 	 	27	 
	Section 2.11

	 	Computation of Interest and Fees
	 	 	28	 
	Section 2.12

	 	Funding of Borrowings
	 	 	29	 
	Section 2.13

	 	Pro Rata Treatment and Payments
	 	 	29	 
	Section 2.14

	 	Increased Cost of Loans
	 	 	31	 
	Section 2.15

	 	Illegality
	 	 	33	 
	Section 2.16

	 	Taxes
	 	 	34	 
	Section 2.17

	 	Substitute Loan Basis
	 	 	36	 
	Section 2.18

	 	Certain Prepayments or Continuations
	 	 	36	 
	Section 2.19

	 	Certain Notices
	 	 	36	 
	Section 2.20

	 	Minimum Amounts of Eurodollar Borrowings
	 	 	37	 
	Section 2.21

	 	Break Funding Payments
	 	 	37	 
	Section 2.22

	 	Swingline Loans
	 	 	37	 
	 
	 	 	 	 	 	 
	
ARTICLE III

REPRESENTATIONS AND WARRANTIES
	Section 3.01

	 	Representations of the Borrower 	 	39	 	 
	 
	 	 	 	 	 	 
	
ARTICLE IV

AFFIRMATIVE COVENANTS
	Section 4.01

	 	Financial Statements and Other Information
	 	 	41	 
	Section 4.02

	 	Notices of Material Events
	 	 	42	 
	Section 4.03

	 	Compliance with Laws
	 	 	42	 






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	 	 	 	 	Page
	 
	Section 4.04

	 	Use of Proceeds
	 	 	43	 
	Section 4.05

	 	Maintenance of Property; Insurance
	 	 	43	 
	Section 4.06

	 	Additional Guarantors
	 	 	43	 
	Section 4.07

	 	Books and Records; Inspections
	 	 	43	 
	Section 4.08

	 	Payment of Obligations
	 	 	44	 
	Section 4.09

	 	Material Contracts
	 	 	44	 
	 
	 	 	 	 	 	 
	
ARTICLE V

FINANCIAL COVENANTS
	Section 5.01

	 	Consolidated Leverage Ratio
	 	 	44	 
	Section 5.02

	 	Consolidated Interest Coverage Ratio
	 	 	44	 
	 
	 	 	 	 	 	 
	
ARTICLE VI

NEGATIVE COVENANTS
	Section 6.01

	 	Nature of Business
	 	 	44	 
	Section 6.02

	 	Liens
	 	 	44	 
	Section 6.03

	 	Dispositions
	 	 	46	 
	Section 6.04

	 	Transactions with Affiliates
	 	 	47	 
	Section 6.05

	 	Indebtedness
	 	 	48	 
	Section 6.06

	 	Investments
	 	 	49	 
	Section 6.07

	 	Restricted Payments
	 	 	50	 
	Section 6.08

	 	Intercompany Payments
	 	 	50	 
	Section 6.09

	 	Limitations on Sales and Leasebacks
	 	 	51	 
	Section 6.10

	 	Fundamental Changes
	 	 	51	 
	Section 6.11

	 	Negative Pledge Agreements
	 	 	51	 
	 
	 	 	 	 	 	 
	
ARTICLE VII

CONDITIONS OF LENDING
	Section 7.01

	 	Conditions Precedent to the Initial Extension of Credit
	 	 	52	 
	Section 7.02

	 	Conditions Precedent to Loans
	 	 	53	 
	 
	 	 	 	 	 	 
	
ARTICLE VIII

EVENTS OF DEFAULT
	Section 8.01

	 	Events of Default 	 	54	 	 
	 
	 	 	 	 	 	 
	
ARTICLE IX

THE AGENTS
	Section 9.01

	 	Powers
	 	 	56	 
	Section 9.02

	 	Agent’s Reliance, Etc.
	 	 	56	 
	Section 9.03

	 	No Responsibility for Recitals, Etc.
	 	 	56	 
	Section 9.04

	 	Right to Indemnity
	 	 	56	 
	Section 9.05

	 	Action on Instructions of Lenders
	 	 	57	 
	Section 9.06

	 	Employment of Agents
	 	 	57	 
	Section 9.07

	 	Reliance on Documents
	 	 	57	 
	Section 9.08

	 	Rights as a Lender
	 	 	57	 
	Section 9.09

	 	Non-Reliance on Agents or other Lenders
	 	 	57	 






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	 	 	 	 	Page
	 
	Section 9.10

	 	Events of Default
	 	 	58	 
	Section 9.11

	 	Successor Agent
	 	 	58	 
	Section 9.12

	 	Arrangers and Other Agents
	 	 	58	 
	 
	 	 	 	 	 	 
	
ARTICLE X

MISCELLANEOUS
	Section 10.01

	 	Notices
	 	 	58	 
	Section 10.02

	 	Waivers; Amendments
	 	 	59	 
	Section 10.03

	 	Expenses; Indemnity; Damage Waiver
	 	 	60	 
	Section 10.04

	 	Successors and Assigns
	 	 	61	 
	Section 10.05

	 	Survival
	 	 	64	 
	Section 10.06

	 	Counterparts; Integration; Effectiveness
	 	 	64	 
	Section 10.07

	 	Severability
	 	 	65	 
	Section 10.08

	 	Right of Setoff
	 	 	65	 
	Section 10.09

	 	Governing Law; Jurisdiction; Consent to Service of Process
	 	 	65	 
	Section 10.10

	 	WAIVER OF JURY TRIAL
	 	 	66	 
	Section 10.11

	 	Headings
	 	 	66	 
	Section 10.12

	 	Confidentiality
	 	 	66	 
	Section 10.13

	 	Termination and Substitution of Lender
	 	 	67	 
	Section 10.14

	 	USA Patriot Act Notice
	 	 	68	 
	 
	 	 	 	 	 	 
	Annexes, Schedules and Exhibits:
	 
	 	 	 	 	 	 
	Annex I

	 	(List of Commitments)	 	 	 	 
	 
	Schedule I

	 	(Pricing Schedule)	 	 	 	 
	Schedule II

	 	(Subsidiaries)	 	 	 	 
	Schedule III

	 	(Swingline Loan Rate Calculation)	 	 	 	 
	Schedule IV

	 	(Transactions with Affiliates)	 	 	 	 
	 
	 	 	 	 	 	 
	Exhibit A

	 	(Form of Note)	 	 	 	 
	Exhibit B

	 	(Assignment and Assumption)	 	 	 	 
	Exhibit C

	 	(Form of Notice of Commitment Increase)	 	 	 	 
	Exhibit D

	 	(Form of Guaranty Agreement)	 	 	 	 







iii 











 





     This REVOLVING CREDIT AGREEMENT is made as of October 29, 2009 (the “Effective Date”), by and
among WESTERN GAS PARTNERS, LP, a limited partnership organized under the laws of the State of
Delaware (the “Borrower”), WELLS FARGO BANK, NATIONAL ASSOCIATION, individually and as
Administrative Agent (herein, together with its successors in such capacity, the “Administrative
Agent”), BANK OF AMERICA, N.A. and DNB NOR BANK ASA, as Syndication Agents (herein, together with
its successors and assigns, each a “Syndication Agent”), THE BANK OF NOVA SCOTIA and BNP PARIBAS as
Documentation Agents (herein, together with their successors and assigns, each a “Documentation
Agent”), and each of the Lenders that is a signatory hereto or which becomes a signatory hereto
pursuant to Section 10.04 (individually, together with its successors and assigns, a “Lender” and
collectively, the “Lenders”).



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



ARTICLE I

DEFINITIONS AND ACCOUNTING TERMS




     Section 1.01 Defined Terms. As used in this Agreement, and unless the context otherwise
requires, the following terms shall have the meanings set out respectively after each:



     “Acquired Indebtedness” — (i) with respect to any Person that becomes a Subsidiary after the
Effective Date as the result of a Permitted Acquisition, Indebtedness of such Person and its
Subsidiaries (including, for the avoidance of doubt, Indebtedness incurred in the ordinary course
of such Person’s business to acquire assets used or useful in its business) existing at the time
such Person becomes a Subsidiary that was not incurred in connection with, or in contemplation of,
such Person becoming a Subsidiary and (ii) with respect to the Borrower or any Subsidiary, any
Indebtedness of a Person (including, for the avoidance of doubt, Indebtedness incurred in the
ordinary course of such Person’s business to acquire assets used or useful in its business), other
than the Borrower or a Subsidiary, existing at the time such Person is merged with or into the
Borrower or a Subsidiary, or Indebtedness expressly assumed by the Borrower or any Subsidiary in
connection with the acquisition of an asset or assets from such Person, which Indebtedness was not,
in any case, incurred by such other Person in connection with, or in contemplation of, such merger
or acquisition.



     “Acquisition” — the acquisition by any Person, in a single transaction or in a series of
related transactions, of property or assets (other than capital expenditures in the ordinary course
of business) of, or of a business unit or division of, another Person or, except as permitted by
Section 6.06(d), at least a majority of the securities having ordinary voting power for the
election of directors, managing general partners or the equivalent of another Person, in each case
whether or not involving a merger or consolidation with such other Person and whether for cash,
property, services, assumption of Indebtedness, securities or otherwise.



     “Administrative Agent” — as defined in the preamble hereof.



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



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     “Affected Loans” — as defined in Section 2.18.



     “Affiliate” — 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.



     “Agents” — each of the Administrative Agent, the Syndication Agents and the Documentation
Agents.



     “Agreement” — this Revolving Credit Agreement, as the same may be amended, modified,
supplemented or restated from time to time in accordance with the terms hereof.



     “Alternate Base Rate” —for any day, a rate per annum equal to the greatest of (a) the Prime
Rate in effect on such day, (b) the Federal Funds Effective Rate in effect on such day plus 1/2 of
1%, and (c) the LIBO Rate for a one month Interest Period on such day (or if such day is not a
Business Day, the immediately preceding Business Day) plus 1/2 of 1%. Any change in the Alternate
Base Rate due to a change in the Prime Rate, the Federal Funds Effective Rate or the LIBO Rate
shall be effective from and including the effective date of such change in the Prime Rate, the
Federal Funds Effective Rate or the LIBO Rate, respectively.



     “Alternate Base Rate Loans” — Revolving Loans hereunder at all times when they bear interest
at a rate based upon the Alternate Base Rate.



     “Anadarko” — Anadarko Petroleum Corporation, a Delaware corporation.



     “APC Revolver” — the $1,300,000,000 Revolving Credit Agreement dated March 4, 2008, among
Anadarko, the Borrower, JPMorgan Chase Bank, N.A., as administrative agent, and the lenders party
thereto, as amended or replaced from time to time.



     “Applicable Percentage” — with respect to any Lender, the percentage of the total Commitments
represented by such Lender’s Commitment. If the Commitments of all Lenders have terminated or
expired, the Applicable Percentages shall be determined based upon such Lender’s percentage of
outstanding Revolving Loans and LC Exposure.



     “Assignment and Assumption” — an assignment and assumption entered into by a Lender and an
assignee (with the consent of any party whose consent is required by Section 10.04), and accepted
by the Administrative Agent, in the form of Exhibit B or any other form approved by the
Administrative Agent.



     “Available Cash” — the meaning ascribed to such term in the Partnership Agreement as in
effect on the Effective Date, with such amendments thereto as agreed to by the Majority Lenders.



     “Bankruptcy Laws” — Title 11 of the United States Code entitled “Bankruptcy”, as amended from
time to time and any similar other applicable law or statute in any other jurisdiction as amended
from time to time.



2









 





     “Base Rate Margin” — a rate per annum determined in accordance with the Pricing Schedule.



     “Board” — the Board of Governors of the Federal Reserve System.



     “Board of Directors” — with respect to a Person, the board of directors or other governing
body of such Person.



     “Borrower” — Western Gas Partners, LP, a Delaware limited partnership or permitted successor
and assigns under Section 10.04.



     “Borrowing” — (a) Loans of the same Type, made, converted or continued on the same date and,
in the case of Eurodollar Loans, as to which a single Interest Period is in effect or (b) a
Swingline Loan.



     “Borrowing Date” — each Business Day specified in a notice pursuant to Section 2.03 as a date
on which the Borrower requests (or is deemed to have requested) the Lenders to make Loans.



     “Borrowing Request” — a request by the Borrower for a Borrowing in accordance with Section
2.03.



     “Business Day” — any day that is not a Saturday, Sunday or other day on which commercial
banks in New York City, New York are authorized or required by law to remain closed; provided that
when used in connection with a Eurodollar Loan, the term “Business Day” shall also exclude any day
on which banks are not open for dealings in Dollar deposits in the London interbank market.



     “Capital Lease” — as applied to any Person, any lease of any property (whether real, personal
or mixed) by that Person as lessee that, in accordance with GAAP, is required to be accounted for
as a capital lease on the balance sheet of that Person.



     “Cash Equivalents” — as at any date, (a) securities guaranteed or insured by the United
States or any agency or instrumentality thereof (provided that the full faith and credit of the
United States is pledged in support thereof) having maturities of not more than twelve months from
the date of acquisition, (b) Dollar denominated time deposits and certificates of deposit of (i)
any Lender, (ii) any domestic commercial bank of recognized standing having capital and surplus in
excess of $500,000,000 or (iii) any bank whose short-term commercial paper rating from S&P is at
least A-1 or the equivalent thereof or from Moody’s is at least P-1 or the equivalent thereof (any
such bank being an “Approved Bank”), in each case with maturities of not more than 270 days from
the date of acquisition, (c) commercial paper and variable or fixed rate notes issued by any
Approved Bank (or by the parent company thereof) or any variable rate notes issued by, or
guaranteed by, any domestic corporation rated A-1 (or the equivalent thereof) or better by S&P or
P-1 (or the equivalent thereof) or better by Moody’s and maturing within six months of the date of
acquisition, (d) repurchase agreements entered into by any Person with a bank or trust company
(including any of the Lenders) or recognized securities dealer having capital and surplus in excess
of $500,000,000 for direct obligations issued by or fully guaranteed by the United States in which
such Person shall have a perfected first priority security interest



3









 




(subject to no other Liens) and having, on the date of purchase thereof, a fair market value
of at least 100% of the amount of the repurchase obligations and (e) Investments, classified in
accordance with GAAP as current assets, in money market investment programs registered under the
Investment Company Act of 1940 which are administered by reputable financial institutions having
capital of at least $500,000,000 or having portfolio assets of at least $5,000,000,000 and the
portfolios of which are comprised primarily of Investments of the character described in the
foregoing subdivisions (a) through (d).




     “Change of Control” — (a) Anadarko shall cease to own, directly or indirectly, 51% of the
voting ownership interest of the General Partner, or (b) the General Partner shall cease to either
be or control the sole general partner of the Borrower.



     “Chipeta” — Chipeta Processing LLC.



     “CI Lender” — as defined in the definition of “Notice of Commitment Increase.”



     “Code” — the Internal Revenue Code of 1986, as amended from time to time.



     “Commission” — the Securities and Exchange Commission, as from time to time constituted,
created under the Securities Exchange Act of 1934, or, if at any time after the execution of this
Agreement such Commission is not existing and performing the duties now assigned to it, then the
body performing such duties at such time.



     “Commitment” — with respect to each Lender, the total aggregate commitment of such Lender to
make Revolving Loans pursuant to Section 2.01 and to acquire participations in Letters of Credit
and Swingline Loans pursuant to Section 2.05 and Section 2.22, as such commitment may be (a)
reduced from time to time pursuant to Section 2.06, (b) reduced or increased (with such Lender’s
consent) from time to time (i) pursuant to Section 2.09 and (ii) pursuant to assignments by or to
such Lender pursuant to Section 10.04, (c) reduced or terminated pursuant to Section 10.13, or (d)
terminated pursuant to ARTICLE VIII. The initial amount of each Lender’s Commitment is set forth
on Annex I, or in the Assignment and Assumption pursuant to which such Lender shall have
assumed its Commitment, as applicable. The initial aggregate amount of the Commitments is
$350,000,000.



     “Commitment Increase” — as defined in Section 2.09(a).



     “Commitment Increase Effective Date” — as defined in Section 2.09(a).



     “Consolidated EBITDA” — for any period, an amount equal to Consolidated Net Income for such
period plus, to the extent deducted in determining Consolidated Net Income for such period, the
aggregate amount of (a) taxes based on or measured by income, (b) Consolidated Interest Expense and
(c) depreciation and amortization expenses.



     “Consolidated Indebtedness” — at any time, the Indebtedness of the Borrower and its
Subsidiaries, determined on a consolidated basis as of such time in accordance with GAAP.



     “Consolidated Interest Coverage Ratio” — as of the last day of each fiscal quarter of the
Borrower, the ratio of (a) Consolidated EBITDA for the period of four consecutive fiscal



4









 




quarters ending on such day to (b) Consolidated Interest Expense for the period of four
consecutive fiscal quarters ending on such day.




     “Consolidated Interest Expense” — for any period, the sum (determined without duplication) of
the aggregate gross interest expense (excluding, for the avoidance of doubt, any interest income)
of the Borrower and its Subsidiaries for such period, including to the extent included in interest
expense under GAAP: (a) amortization of debt discount and (b) capitalized interest.



     “Consolidated Leverage Ratio” — as of the last day of each fiscal quarter of the Borrower,
the ratio of (a) Consolidated Indebtedness on such day to (b) Consolidated EBITDA for the period of
four consecutive fiscal quarters ending on such day.



     “Consolidated Net Income” — for any period, the net income of the Borrower and its
Subsidiaries for such period determined on a consolidated basis in accordance with GAAP; provided,
that: (A) Consolidated Net Income shall not include (i) extraordinary gains or extraordinary
losses, (ii) net gains and losses in respect of disposition of assets other than in the ordinary
course of business, (iii) gains or losses attributable to write-ups or write-downs of assets
including unrealized gains or losses with respect to hedging and derivative activities, (iv) gains
or losses attributable to any Joint Venture unless such gains are actually distributed to the
Borrower or its Subsidiaries in cash and (v) the cumulative effect of a change in accounting
principles, all as reported in the Borrower’s consolidated statement(s) of income for the relevant
period(s) prepared in accordance with GAAP; and (B) if the Borrower or any Subsidiary shall acquire
or dispose of any property during such period, then Consolidated Net Income shall be calculated
after giving pro forma effect to such acquisition or disposition, as if such acquisition or
disposition had occurred on the first day of such period.



     “Consolidated Net Tangible Assets” — as of any date of determination, the total amount of
assets of the Borrower and its Subsidiaries determined on a consolidated basis after deducting
therefrom the value (net of any applicable reserves) of all current liabilities (excluding (i) any
current liabilities that by their terms are extendable or renewable at the option of the obligor
thereon to a time more than 12 months after the time as of which the amount thereof is being
computed, and (ii) current maturities of long-term debt), goodwill, trade names, trademarks,
patents and other like intangible net assets, all as set forth, or on a pro forma basis would be
set forth, on the consolidated balance sheet of the Borrower and its Subsidiaries for the most
recently completed fiscal quarter, in accordance with GAAP.



     “Control” — 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.



     “Credit Exposure” — LC Exposure, Revolving Credit Exposure, Swingline Exposure, or any
thereof.



     “Default” — an event which with the giving of notice or the passage of time, or both, would
constitute an Event of Default.



5









 





     “Defaulting Lender” — any Lender that shall (a) (i) fail to make any Loan required to be made
by it hereunder or (ii) state in writing that it will not make, or that it has disaffirmed or
repudiated its obligation to make, any Loan required to be made by it hereunder, unless, in either
case, such failure to make a Loan by a Lender is the subject of a good faith dispute, or (b) assign
or transfer all or a part of its rights hereunder without the prior written consent of the
Borrower, unless such assignment or transfer is made without the consent of the Borrower pursuant
to Section 10.04(b)(i)(A).



     “Disposition” or “Dispose” — the sale, transfer, license, lease or other disposition
(including any Sale and Leaseback Transaction) of any property by the Borrower or any Subsidiary
(including the equity interests of any Subsidiary), 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.



     “Documentation Agent” — as defined in the preamble hereof.



     “Domestic Lending Office” — initially, the office of a Lender designated as such in its
Administrative Questionnaire, and thereafter such other office of such Lender, if any, of which
such Lender shall have most recently notified the Administrative Agent and the Borrower in writing.



     “Effective Date” — as defined in the preamble.



     “Environmental Laws” — to the extent relating to exposure to hazardous or toxic substances or
materials, any applicable and legally enforceable requirement of any Governmental Authority
pertaining to (a) the protection of human health, safety, and the indoor or outdoor environment,
(b) the conservation, management, or use of natural resources and wildlife, (c) the protection or
use of surface water and groundwater, (d) the management, manufacture, possession, presence, use,
generation, transportation, treatment, storage, disposal, release, threatened release, abatement,
removal, remediation or handling of, or exposure to, any hazardous or toxic substance or material
or (e) pollution (including any release to land surface water and groundwater) and includes,
without limitation, the Comprehensive Environmental Response, Compensation, and Liability Act of
1980, as amended by the Superfund Amendments and Reauthorization Act of 1986, 42 USC 9601 et seq.,
Solid Waste Disposal Act, as amended by the Resource Conservation and Recovery Act of 1976 and
Hazardous and Solid Waste Amendment of 1984, 42 USC 6901 et seq., Federal Water Pollution Control
Act, as amended by the Clean Water Act of 1977, 33 USC 1251 et seq., Clean Air Act, as amended, 42
USC 7401 et seq., Toxic Substances Control Act of 1976, 15 USC 2601 et seq., Hazardous Materials
Transportation Law, 49 USC App. 1501 et seq., Occupational Safety and Health Act of 1970, as
amended, 29 USC 651 et seq., Oil Pollution Act of 1990, 33 USC 2701 et seq., Emergency Planning and
Community Right to Know Act of 1986, 42 USC 11001 et seq., National Environmental Policy Act of
1969, 42 USC 4321 et seq., Safe Drinking Water Act of 1974, as amended, 42 USC 300(f) et seq., any
analogous implementing or successor law, and any amendment, rule, regulation, order, or directive
issued thereunder.



     “Equity Interests” — shares of capital stock, partnership interests, membership interests in
a limited liability company, beneficial interests in a trust or other equity ownership interests in



6









 




a Person, and any warrants, options or other rights entitling the holder thereof to purchase
or acquire any such Equity Interest.




     “ERISA” — the Employee Retirement Income Security Act of 1974, as amended from time to time.



     “ERISA Affiliate” — any trade or business (whether or not incorporated) that, together with
the Borrower, is treated as a single employer under Section 414(b) or (c) of the Code or, solely
for purposes of Section 302 of ERISA and Section 412 of the Code, is treated as a single employer
under Section 414 of the Code.



     “ERISA Event” — (a) any “reportable event,” as defined in Section 4043 of ERISA or the
regulations issued thereunder with respect to a Plan (other than an event for which the 30-day
notice period is waived), (b) the withdrawal of the Borrower, a Subsidiary or any ERISA Affiliate
from a Plan during a plan year in which it was a “substantial employer” as defined in Section
4001(a)(2) of ERISA, (c) the failure of a Plan to meet the minimum funding standards under Section
412 of the Code or Section 302 of ERISA (determined without regard to Section 412(c) of the Code or
Section 302(c) of ERISA), (d) the incurrence by the Borrower, any Subsidiary or any of ERISA
Affiliate of any liability under Title IV of ERISA with respect to the termination of any Plan, (e)
the receipt by the Borrower, a Subsidiary or any ERISA Affiliate from the Pension Benefit Guaranty
Corporation or a plan administrator of any notice relating to an intention to terminate any Plan or
Plans or to appoint a trustee to administer any Plan, (f) the incurrence by the Borrower, a
Subsidiary or any ERISA Affiliate of any liability with respect to the withdrawal or partial
withdrawal from any Plan or Multiemployer Plan, (g) the failure of a Plan to satisfy the
requirements of Section 401(a)(29) of the Code, Section 436 of the Code or Section 206(g) of ERISA,
or (h) the receipt by the Borrower, a Subsidiary or any ERISA Affiliate of any notice, or the
receipt by any Multiemployer Plan from the Borrower, a Subsidiary or any ERISA Affiliate of any
notice, concerning the imposition of withdrawal liability under Section 4202 of ERISA, or a
determination that a Multiemployer Plan is, or is expected to be, “insolvent,” in “reorganization,”
in “endangered status,” or in “critical status” (within the meaning assigned to such terms under
ERISA).



     “Eurodollar Lending Office” — initially, the office of a Lender designated as such in its
Administrative Questionnaire, and thereafter such other office of such Lender, if any, of which
such Lender shall have most recently notified the Administrative Agent and the Borrower in writing.



     “Eurodollar Loan” — a Loan denominated in Dollars that bears interest at a rate based upon
the LIBO Rate.



     “Eurodollar Margin” — a rate per annum determined in accordance with the Pricing Schedule.



     “Event of Default” — any of the events of default set forth in ARTICLE VIII.



     “Excess Commitment” — as defined in Section 10.13.



7









 





     “Excluded Taxes” — with respect to the Administrative Agent, any Lender, the Issuing Bank or
any other recipient of any payment to be made by or on account of any obligation of the Borrower
hereunder, (a) income or franchise taxes imposed on (or measured by) the net income or “taxable
margin” (within the meaning of the Texas Franchise Tax) of such Administrative Agent, Lender,
Issuing Bank or other recipient by the United States or any political subdivision thereof, or by
the jurisdiction under the laws of which such recipient is organized or in which its principal
office is located or, in the case of any Lender, in which its applicable lending office is located,
(b) any branch profits taxes imposed by the United States, or any similar tax imposed by any other
jurisdiction in which the Borrower is located, (c) in the case of a Foreign Lender, any withholding
tax that is imposed in respect of amounts payable by the Borrower by the United States of America
or by any other jurisdiction in which such Lender is organized, has its principal office or its
applicable lending office on amounts payable to such Foreign Lender at the time such Foreign Lender
becomes a party to this Agreement (or designates a new lending office) or is attributable to such
Foreign Lender’s failure to comply with Section 2.16(e) except to the extent that such Foreign
Lender (or its assignor, if any) was entitled, at the time of designation of a new lending office
(or assignment), to receive additional amounts from the Borrower with respect to such withholding
tax pursuant to Section 2.16(e) and (d) in the case of a Lender other than a Foreign Lender, any
backup withholding that is imposed in respect of amounts payable by the Borrower by the United
States of America that is attributable to such Lender’s failure to comply with Section 2.16(e).



     “Extension of Credit” — as defined in Section 7.01.



     “Facility Fee” — as defined in Section 2.04(a).



     “Facility Fee Rate” — a rate per annum determined daily in accordance with the Pricing
Schedule.



     “Federal Funds Effective Rate” — for any day, the weighted average (rounded upwards, if
necessary, to the next 1/100 of 1%) of the rates on overnight US Federal funds transactions with
members of the US Federal Reserve System arranged by Federal funds brokers, as published on the
next succeeding Business Day by the Federal Reserve Bank of New York, or, if such rate is not so
published for any day that is a Business Day, the average (rounded upwards, if necessary, to the
next 1/100 of 1%) of the quotations for such day for such transactions received by the
Administrative Agent from three Federal funds brokers of recognized standing selected by it.



     “Financial Officer” — the chief financial officer, principal accounting officer, treasurer or
controller of the Borrower or any other officer or employee that any of the foregoing may, in
accordance with the Borrower’s customary business practices, designate to act as a Financial
Officer by notice to the Administrative Agent in accordance with this Agreement.



     “Fitch” — Fitch, Inc., and any successor thereto that is a nationally recognized rating
agency.



     “Foreign Lender” — any Lender that is organized under the laws of a jurisdiction other than
that in which the Borrower is located. For purposes of this definition, the United States of



8









 




America, each State thereof and the District of Columbia shall be deemed to constitute a
single jurisdiction.




     “GAAP” — generally accepted accounting principles in the United States of America, as in
effect from time to time.



     “General Partner” — Western Gas Holdings, LLC, a Delaware limited liability company.



     “Governmental Authority” — the government of the United States, any other nation or any
political subdivision thereof, whether state or local, and any agency, authority, instrumentality,
regulatory body, court, central bank or other entity exercising executive, legislative, judicial,
taxing, regulatory or administrative powers or functions of or pertaining to government.



     “Guarantor” — each of the Subsidiaries of the Borrower listed on Schedule II other
than Chipeta, and (b) each other Subsidiary of the Borrower that is not a Joint Venture and that
guarantees the Loans pursuant to Section 4.06.



     “Guaranty Agreement” — the Guaranty Agreement dated as of even date herewith by the
Guarantors, in favor of the Administrative Agent for the benefit of the Lenders, any Lender or
Affiliate of a Lender party to a Lender Hedging Agreement or a Treasury Management Agreement.



     “Indebtedness” — any indebtedness which (a) is for money borrowed, (b) represents the
deferred purchase price of property or assets purchased, except trade accounts payable in the
ordinary course of business, (c) is in respect of a capitalized lease or (d) is in respect of a
guarantee of any of the foregoing obligations of another Person.



     “Indemnitee” — has the meaning specified in Section 10.03(b).



     “Indemnified Taxes” — Taxes other than Excluded Taxes.



     “Information” — as defined in Section 10.12.



     “Information Memorandum” — the Confidential Information Memorandum dated October 7, 2009
relating to the Borrower and the Transactions.



     “Intercompany Loan” — the intercompany loan from Anadarko to the Borrower dated December 19,
2008 in an aggregate amount not exceeding $175,000,000.



     “Interest Election Request” — as defined in Section 2.10(c).



     “Interest Payment Date” — (a) as to any Alternate Base Rate Loan (other than the Swingline
Loans and except as provided in Section 2.18), the end of any calendar quarter with respect thereto
and, as to any Lender, the Maturity Date for such Lender, (b) as to any Eurodollar Loan (other than
the Swingline Loans), the last day of the Interest Period with respect thereto, and, for Interest
Periods longer than 3 months, each date which is 3 months, or a whole multiple



9









 




thereof, from the first day of such Interest Period and (c) as to any Swingline Loan, the day
such Swingline Loan is paid.




     “Interest Period” — with respect to any Eurodollar Loan, (i) initially, the period commencing
on the Borrowing Date or continuation date, as the case may be, with respect to such Eurodollar
Loan and ending 2 weeks or 1, 2, 3, 6 or, to the extent funds are available, as determined by the
Administrative Agent, 9 or 12 months thereafter, as selected by the Borrower in its Borrowing
Request or Interest Election Request, as the case may be, given with respect thereto, and (ii)
thereafter, each period commencing on the last day of the next preceding Interest Period applicable
to such Eurodollar Loan and ending 2 weeks or 1, 2, 3, 6 or, to the extent funds are available, as
determined by the Administrative Agent, 9 or 12 months thereafter, as selected by the Borrower by
irrevocable notice to the Administrative Agent not less than two Business Days prior to the last
day of the then current Interest Period with respect thereto; provided, that (A) if any Interest
Period would end on a day other than a Business Day, such Interest Period shall be extended to the
next succeeding Business Day unless such next succeeding Business Day would fall in the next
calendar month, in which case such Interest Period shall end on the next preceding Business Day,
and (B) any Interest Period (other than a 2 week Interest Period) that commences on the last
Business Day of a calendar month (or on a day for which there is no numerically corresponding day
in the last calendar month of such Interest Period) shall end on the last Business Day of the last
calendar month of such Interest Period.



     “Investment” — with respect to any Person, (a) any purchase or other acquisition by such
Person of (i) any Equity Interest issued by, (ii) a beneficial interest in any Equity Interest
issued by, or (iii) any other equity ownership interest in, any other Person, (b) any purchase by
that Person of all or a significant part of the assets of a business conducted by another Person,
(c) any loan, advance (other than deposits with financial institutions available for withdrawal on
demand, prepaid expenses, accounts receivable and similar items made or incurred in the ordinary
course of business as presently conducted), or capital contribution by that Person to any other
Person, including all Indebtedness of any other Person to that Person arising from a sale of
property by that Person other than in the ordinary course of its business, and (d) any guaranty
obligation incurred by that Person in respect of Indebtedness of any other Person.



     “Investment Grade Rating” — the rating of the Loans or senior unsecured non-credit enhanced
publicly held debt of the Borrower, by at least two of the three rating agencies as follows: BBB-
or better by S&P or Baa3 or better by Moody’s or BBB- or better by Fitch.



     “Investment Grade Rating Date” — the date on which the Borrower achieves an Investment Grade
Rating.



     “Issuing Bank” — Wells Fargo Bank, National Association and any other Lender reasonably
acceptable to the Administrative Agent. The Issuing Bank may, in its discretion, arrange for one
or more Letters of Credit requested by the Borrower in accordance with this Agreement to be issued
by Affiliates of the Issuing Bank, in which case the term “Issuing Bank” shall include any such
Affiliate with respect to Letters of Credit issued by such Affiliate.



     “Joint Venture” — any Person, other than an individual, the Borrower or a wholly-owned
Subsidiary of the Borrower, in which the Borrower or a Subsidiary of the Borrower holds



10









 




or acquires an Equity Interest (whether by way of capital stock, partnership or limited
liability company interest, or other evidence of ownership) excluding warrants, options or
unexercised right to acquire or purchase an Equity Interest.




     “LC Disbursement” — a payment made by the Issuing Bank pursuant to a Letter of Credit issued
by the Issuing Bank.



     “LC Exposure” — at any time, the sum of (a) the aggregate undrawn amount of all outstanding
Letters of Credit issued for the account of the Borrower at such time, plus (b) the aggregate
amount of all LC Disbursements that the Borrower is obligated to reimburse but which have not yet
been reimbursed by or on behalf of the Borrower at such time. The LC Exposure of any Lender at any
time shall be equal to its Applicable Percentage of the total LC Exposure at such time.



     “LC Fees” — as defined in Section 2.04(b).



     “LC Issuance Limit” — for the Issuing Bank, a maximum aggregate amount of $50,000,000.



     “Lender” — as defined in the preamble hereof. Unless the context otherwise requires, the
term “Lender” includes the Swingline Lender.



     “Lender Hedging Agreement” — any agreement with respect to any swap, forward, future or
derivative transaction or option or similar agreement, whether exchange traded, “over-the-counter”
or otherwise, involving, or settled by reference to, one or more rates, currencies, commodities,
equity or debt instruments or securities, or economic, financial or pricing indices or measures of
economic, financial or pricing risk or value or any similar transaction or any combination of these
transactions which agreement is between the Borrower or a Subsidiary and a Person that is, or was
at the time such agreement was entered into, a Lender or an Affiliate of a Lender.



     “Letter of Credit” — any stand-by letter of credit issued after the Effective Date pursuant
to this Agreement.



     “LIBO Rate” — with respect to any Eurodollar Borrowing for any Interest Period, the rate
reported by Bloomberg L.P. in its index of rates (or any successor to or substitute for such index,
providing rate quotations comparable to those currently provided on such page of such index, as
determined by the Administrative Agent from time to time for purposes of providing quotations of
interest rates applicable to US Dollar deposits in the London interbank market) at approximately
11:00 a.m., London time, two Business Days prior to the commencement of such Interest Period, as
the rate for US Dollar deposits with a maturity comparable to such Interest Period. In the event
that such rate is not available at such time for any reason, then the “LIBO Rate” with respect to
such Eurodollar Borrowing for such Interest Period shall be the rate at which US Dollar deposits of
$5,000,000 and for a maturity comparable to such Interest Period are offered by the principal
London office of the Administrative Agent in immediately available funds in the London interbank
market at approximately 11:00 a.m., London time, two Business Days prior to the commencement of
such Interest Period.



11









 





     “Lien” — any mortgage, pledge, hypothecation, assignment, deposit arrangement, security
interest, encumbrance, lien (statutory or otherwise), preference, priority or charge of any kind
(including any conditional sale or other title retention agreement, any financing or similar
statement or notice filed under the Uniform Commercial Code as adopted and in effect in the
relevant jurisdiction or other similar recording or notice statute, and any lease in the nature
thereof).



     “Loan” — the Revolving Loans made by the Lenders to the Borrower pursuant to this Agreement.
Unless the context otherwise requires, the term “Loan” includes a Swingline Loan.



     “Loan Document(s)” — this Agreement, the Guaranty Agreement, any Notes and each and every
other agreement executed in connection with this Agreement.



     “Majority Lenders” — at any time, Lenders holding more than 50.0% of the then aggregate
outstanding amount of the Revolving Loans, LC Exposure and Swingline Exposure held by the Lenders
or, if no such principal amount or LC Exposure is then outstanding, the Lenders having more than
50.0% of the Commitments.



     “Margin Regulations” — Regulations T, U and X of the Board.



     “Material Adverse Change” — any change occurring since December 31, 2008, in the consolidated
financial position or results of operations of the Borrower and its Subsidiaries taken as a whole
that has had or could reasonably be expected to have the effect of preventing the Borrower from
carrying on its business or from meeting its current and anticipated obligations on a timely basis.



     “Material Subsidiary” — any Subsidiary which as of any relevant date either (i) represents
more than five percent (5%) of the Consolidated Net Income of the Borrower for the preceding period
of four (4) consecutive fiscal quarters for which financial statements are then available or (ii)
if such Subsidiary were formed or acquired during such period, would have represented more than
five percent (5%) of Consolidated Net Income assuming that Consolidated Net Income were calculated
after giving pro forma effect to such acquisition or formation, as if it had occurred on the first
day of such period.



     “Maturity Date” — October 29, 2012.



     “Moody’s” — Moody’s Investors Service, Inc., and any successor thereto that is a nationally
recognized rating agency.



     “Multiemployer Plan” — a Plan which is a multiemployer plan as defined in section 3(37) or
4001 (a)(3) of ERISA.



     “New Funds Amount” —the amount equal to the product of a CI Lender’s Commitment represented
as a percentage of the aggregate total Commitments after giving effect to the Commitment Increase
times the aggregate principal amount of the outstanding Revolving Loans immediately prior to giving
effect to the Commitment Increase, if any, as of a Commitment Increase Effective Date (without
regard to any increase in the aggregate principal amount of



12









 




Revolving Loans as a result of any Revolving Borrowings made after giving effect to the
Commitment Increase on such Commitment Increase Effective Date).




     “Note” — any promissory note of the Borrower payable to the order of a Lender in
substantially the form attached hereto as Exhibit A.



     “Notice of Commitment Increase” — a notice in the form of Exhibit C specifying (i)
the proposed effective date of a Commitment Increase, (ii) the amount of the requested Commitment
Increase, (iii) the amount of such Commitment Increase agreed to by each then existing Lender and
evidence of such agreement reasonably satisfactory to the Administrative Agent, such Lender and the
Borrower, (iv) the identity of each financial institution not already a Lender (which such
financial institution shall be reasonably acceptable to the Administrative Agent), which has agreed
with the Borrower to become a Lender to effect such Commitment Increase, accompanied by evidence
reasonably satisfactory to the Administrative Agent, such CI Lender and the Borrower of such CI
Lender’s agreement thereto and its joinder to this Agreement and (v) the amount of the respective
Commitments of the then existing Lenders and any such CI Lenders from and after the Commitment
Increase Effective Date. Each such existing Lender or new Lender referenced in (iii) or (iv) being
a “CI Lender”.



     “Other Taxes” — any and all present or future stamp or documentary taxes or any other excise
or property taxes, charges or similar levies arising from any payment made hereunder or from the
execution, delivery or enforcement of, or otherwise with respect to, this Agreement, other than
income, franchise and similar taxes and Excluded Taxes.



     “Participant” — as defined in Section 10.04(c)(i).



     “Partnership Agreement” — the Amended and Restated Agreement of Limited Partnership of the
Borrower, as may be amended from time to time.



     “Permitted Acquisitions” — an Acquisition by the Borrower or any of its Subsidiaries, so long
as (i) no Default or Event of Default is in existence or would be created thereby, (ii) (x) a
substantial part of the assets of the Person (including any Joint Venture) or (y) the assets being
acquired by the Borrower or such Subsidiaries are commonly understood to be in the midstream energy
business, and (iii) immediately after giving effect to such acquisition, the Borrower has aggregate
availability of not less than $50,000,000 under committed credit facilities and its Consolidated
Leverage Ratio does not exceed 4.25 to 1.00.



     “Permitted Senior Debt” — any Indebtedness in an aggregate principal amount not to exceed, at
any one time outstanding, the greater of (i) $50,000,000 and (ii) 15% of Consolidated Net Tangible
Assets calculated as of the date such Indebtedness is incurred; provided that, for purposes of this
definition with respect to any such Indebtedness of a Joint Venture of the Borrower with no
recourse to the Borrower or any wholly-owned Subsidiary thereof, only that portion of such
Indebtedness reflecting the Borrower’s pro rata ownership interest therein shall be included in
calculating compliance herewith.



     “Person” — any individual, corporation, partnership, joint venture, association, joint-stock
company, trust, unincorporated organization or government or any agency or political subdivision
thereof.



13









 





     “Plan” — any employee pension benefit plan, as defined in section 3(2) of ERISA, which (a) is
currently or hereafter sponsored, maintained or contributed to by the Borrower, a Subsidiary or an
ERISA Affiliate or (b) was at any time during the six calendar years preceding the date hereof,
sponsored, maintained or contributed to by the Borrower, a Subsidiary or an ERISA Affiliate.



     “Pricing Schedule” — the schedule attached hereto as Schedule I and identified as
such.



     “Prime Rate” — the rate of interest per annum publicly announced from time to time by the
Administrative Agent as its prime rate in effect at its principal U.S. office; each change in the
Prime Rate shall be effective from and including the date such change is publicly announced as
being effective. Such rate is set by the Administrative Agent as a general reference rate of
interest, taking into account such factors as the Administrative Agent may deem appropriate; it
being understood that many of the Administrative Agent’s commercial or other loans are not priced
in relation to such rate, that it is not necessarily the lowest or best rate actually charged to
any customer and that the Administrative Agent may make various commercial or other loans at rates
of interest having no relationship to such rate.



     “Principal Amount” —the outstanding principal amount of any Loan.



     “Reducing Percentage Lender” — each then existing Lender immediately prior to giving effect
to a Commitment Increase, which Lender shall not increase its respective Commitment in connection
with such Commitment Increase (with the result that the relative percentage of the aggregate total
Commitments of such Lender shall be reduced after giving effect to such Commitment Increase).



     “Reduction Amount” — the amount by which a Reducing Percentage Lender’s outstanding Revolving
Loans decrease as a result of a Commitment Increase on any Commitment Increase Effective Date
(without regard to the effect of any Revolving Borrowings made on such Commitment Increase
Effective Date after giving effect to the Commitment Increase).



     “Register” — as defined in Section 10.04(b)(iv).



     “Related Parties” — with respect to any specified Person, such Person’s Affiliates and the
respective directors, officers, employees, advisors and agents of such Person and such Person’s
Affiliates.



     “Restricted Payment” — any dividend or other distribution (whether in cash, securities or
other property) with respect to any equity interests in the Borrower or any of its Subsidiaries, 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 equity interests in the Borrower or any of its Subsidiaries or any option,
warrant or other right to acquire any such equity interests in the Borrower or any of its
Subsidiaries.



     “Revolving Commitment” — with respect to each Lender, the commitment of such Lender to make
Revolving Loans in an aggregate principal amount at any one time outstanding



14









 




up to but not exceeding the amount set forth opposite such Lender’s name on Annex I
hereto, as such commitment may be (a) reduced from time to time pursuant to Section 2.06, (b)
reduced or increased from time to time pursuant to (i) Section 2.09 and (ii) assignments by or to
such Lender pursuant to Section 10.04, (c) reduced or terminated pursuant to Section 10.13, or (d)
terminated pursuant to ARTICLE VIII.




     “Revolving Commitment Termination Date” — the earliest of:



     (a) the Maturity Date;



     (b) the date on which the Revolving Commitments are terminated in full or reduced to zero
pursuant to Section 2.06; or



     (c) the date on which the Revolving Commitments otherwise are terminated in full and reduced
to zero pursuant to ARTICLE VIII.



     “Revolving Credit Exposure” — at any time, the aggregate outstanding principal amount of
Revolving Loans made by any Lender at such time.



     “Revolving Loan” — any Loan made by the Lenders pursuant to Section 2.01(a) of this
Agreement.



     “Revolving Period” — the period from and including the Effective Date to but excluding the
Revolving Commitment Termination Date.



     “S&P” — Standard & Poor’s Ratings Group, a division of The McGraw-Hill Companies, and any
successor thereto that is a nationally recognized rating agency.



     “Sale and Leaseback Transaction” — as defined in Section 6.09.



     “Subsidiary” — with respect to any Person (the “parent”) at any date, any corporation,
limited liability company, partnership, association or other entity the accounts of which would be
consolidated with those of the parent in the parent’s consolidated financial statements if such
financial statements were prepared in accordance with GAAP as of such date, as well as any other
corporation, limited liability company, partnership, association or other entity (a) of which
securities or other ownership interests representing more than 50% of the equity or more than 50%
of the ordinary voting power or, in the case of a partnership, more than 50% of the general
partnership interests are, as of such date, owned, controlled or held, or (b) that is, as of such
date, otherwise controlled, by the parent or one or more subsidiaries of the parent or by the
parent and one or more subsidiaries of the parent. Unless the context otherwise clearly requires,
reference in this Agreement to a “Subsidiary” or the “Subsidiaries” refers to a Subsidiary or the
Subsidiaries of the Borrower.



     “Swingline Exposure” — at any time, the aggregate principal amount of all Swingline Loans
outstanding at such time. The Swingline Exposure of any Lender at any time shall be its Applicable
Percentage of the total Swingline Exposure at such time.



15









 





     “Swingline Lender” — Wells Fargo Bank, National Association, in its capacity as lender of
Swingline Loans hereunder.



     “Swingline Loan” — a Loan made pursuant to Section 2.22.



     “Syndication Agents” — as defined in the preamble hereof.



     “Taxes” — any and all present or future taxes, levies, imposts, duties, deductions, charges
or withholdings and interest or penalties in respect thereof imposed by any Governmental Authority.



     “Transactions” — the execution, delivery, and performance by the Borrower of this Agreement,
the borrowing of the Loans, the use of the proceeds thereof, and the issuance of Letters of Credit
hereunder.



     “Treasury Management Agreement” — any agreement governing the provision of treasury or cash
management services, including deposit accounts, funds transfer, automated clearinghouse, zero
balance accounts, returned check concentration, controlled disbursement, lockbox, account
reconciliation and reporting and trade finance services provided by a Lender or an Affiliate of a
Lender.



     “Type” — as to any Loan or Borrowing, its nature as an Alternate Base Rate Loan or an
Alternate Base Rate Borrowing, a Eurodollar Loan or a Eurodollar Borrowing.



     “US” or “United States” — the United States of America, its fifty states, and the District of
Columbia.



     “US Dollars” or “US$” or “$” or “Dollars” — lawful money of the United States of America.



     “USA Patriot Act” — as defined in Section 10.14.



     “Working Capital Line” — the working capital line of credit issued by Anadarko to the
Borrower pursuant to that Working Capital Loan Agreement dated as of May 14, 2008, in an aggregate
amount not exceeding $30,000,000.



     Section 1.02 Use of Defined Terms. Any defined term used in the plural preceded by the
definite article shall be taken to encompass all members of the relevant class. Any defined term
used in the singular preceded by “any” shall be taken to indicate any number of the members of the
relevant class.



     Section 1.03 Accounting Terms. All accounting terms not specifically defined herein shall be
construed in each case in accordance with GAAP as in effect from time to time; provided that unless
the Borrower and the Majority Lenders shall otherwise agree in writing, no such change shall modify
or affect the manner in which compliance with the covenants contained herein is computed such that
all such computations shall be conducted utilizing financial information presented consistently
with prior periods.



16









 





     Section 1.04 Interpretation. The word “including” (and with correlative meaning “include”)
means including, without limitation, the generality of any description preceding such term.



ARTICLE II

AMOUNT AND TERMS OF LOANS




     Section 2.01 Loans.




          (a) Subject to the terms and conditions of this Agreement, from time to time during the
Revolving Period, each Lender severally agrees to make Revolving Loans to the Borrower in an
aggregate principal amount that will not result in (i) such Lender’s Credit Exposure exceeding
such Lender’s Commitment or (ii) the sum of the total Credit Exposures of all Lenders
exceeding the total Commitments. Within the foregoing limits, the Borrower may use the
Commitments by borrowing, repaying and prepaying the Revolving Loans in whole or in part, and
reborrowing, all in accordance with the terms and conditions hereof.




          (b) Each Loan shall be made only during the Revolving Period as part of a Borrowing
consisting of Revolving Loans made by the Lenders ratably in accordance with their
Commitments. The failure of any Lender to make any Loan required to be made by it shall not
relieve any other Lender of its obligations hereunder, provided that the Commitments of the
Lenders are several and no Lender shall be responsible for any other Lender’s failure to make
Loans as required.




          (c) Subject to Section 2.17, the Loans may be (i) Eurodollar Loans, (ii) Alternate Base
Rate Loans or (iii) a combination thereof, as determined by the Borrower. Eurodollar Loans
shall be made and maintained by each Lender at either its Eurodollar Lending Office or its
Domestic Lending Office, at its option, provided that the exercise of such option shall not
affect the obligation of the Borrower to repay such Loan in accordance with the terms of this
Agreement or create or increase any obligation of the Borrower not otherwise arising, or
arising in such increased amount, under Section 2.14.



     Section 2.02 Repayment of Loans; Evidence of Debt.




          (a) The Borrower hereby unconditionally promises to pay (i) to the Administrative Agent
for the account of each Lender the then unpaid principal and accrued interest amount of each
Revolving Loan of such Lender on the Maturity Date in respect of such Lender, and (ii) to the
Swingline Lender the then unpaid principal amount of each Swingline Loan on the earlier of the
Maturity Date and the first date after such Swingline Loan is made that is the 15th or last
day of a calendar month and is at least two Business Days after such Swingline Loan is made;
provided that on each date that a Revolving Loan is made, the Borrower shall repay all
Swingline Loans then outstanding; provided further, that all Loans shall be paid on such
earlier date upon which the maturity of the Loans shall have been accelerated pursuant to
ARTICLE VIII.




          (b) Each Lender shall maintain in accordance with its usual practice an account or
accounts evidencing the indebtedness of the Borrower to such Lender resulting



17









 






from each Loan made by such Lender, including the amounts of principal and interest
payable and paid to such Lender from time to time hereunder.




          (c) The Administrative Agent shall maintain accounts in which it shall record (i) the
amount of each Loan made hereunder, the Type thereof and the Interest Period applicable
thereto, (ii) the amount of any principal or interest due and payable or to become due and
payable from the Borrower to each Lender hereunder, and (iii) the amount of any sum received
by the Administrative Agent hereunder for the account of the Lenders and each Lender’s share
thereof.




          (d) The entries made in the accounts maintained pursuant to paragraph (b) and (c) of this
Section 2.02 shall be prima facie evidence of the existence and amounts of the obligations
recorded therein; provided that the failure of any Lender or the Administrative Agent to
maintain such accounts or any error therein shall not in any manner affect the obligation of
the Borrower to repay the Loans in accordance with the terms of this Agreement.




          (e) Any Lender may request that Loans made by it to the Borrower be evidenced by a
promissory note. In such event, the Borrower shall prepare, execute and deliver to such
Lender a promissory note payable to the order of such Lender in substantially the form
attached hereto as Exhibit A. Thereafter, the Loans evidenced by such Note and
interest thereon shall, at all times (including after assignment pursuant to Section 10.04),
be represented by one or more Notes in such form payable to the order of the payee named
therein.




          (f) Each Lender is authorized to and shall endorse the date, Type and amount of each Loan
made by such Lender, each continuation thereof, each conversion of all or a portion thereof to
the same or another Type, and the date and amount of each payment of principal with respect
thereto on the schedule annexed to and constituting a part of its Note from the Borrower. No
failure to make or error in making any such endorsement as authorized hereby shall affect the
validity of the obligations of the Borrower to repay the unpaid Principal Amount of the Loans
made to the Borrower with interest thereon as provided in Section 2.10 or the validity of any
payment thereof made by the Borrower. Each Lender shall, at the request of the Borrower,
deliver to the Borrower copies of the Borrower’s Note and the schedules annexed thereto.



     Section 2.03 Procedure for Borrowing. The Borrower may borrow Loans on any Business Day;
provided that the Borrower shall notify the Administrative Agent by telephone of the Borrowing (the
“Borrowing Request”) not later than 10:00 a.m., New York City time (a) three (3) Business Days
prior to the Borrowing Date, in the case of Eurodollar Loans, and (b) on the Borrowing Date, in the
case of Alternate Base Rate Loans. Each telephonic Borrowing Request shall be irrevocable and
shall be confirmed promptly by hand delivery or telecopy to the Administrative Agent of a written
Borrowing Request in a form approved by the Administrative Agent and signed by the Borrower. Each
such telephonic and written Borrowing Request shall specify (i) the amount to be borrowed, (ii) the
Borrowing Date, (iii) whether the Borrowing is to consist of Eurodollar Loans, Alternate Base Rate
Loans, or a combination thereof (in each case stating the amounts and currency requested), (iv) in
the case of Eurodollar Loans, the length of



18









 




the Interest Period(s) therefor, and (v) the location and number of the Borrower’s account to
which funds are to be disbursed, which shall comply with the requirements of Section 2.12. Each
Borrowing shall be in an aggregate principal amount not less than the lesser of (i) $10,000,000 or
a whole multiple of $5,000,000 in excess thereof, and (ii) the then unused Commitments available to
the Borrower. Upon receipt of such notice, the Administrative Agent shall promptly notify each
Lender thereof. Each Lender will make the amount of its pro rata share of each Borrowing available
to the Administrative Agent for the account of the Borrower in accordance with Section 2.12. The
proceeds of each such Borrowing of Revolving Loans will be made available to the Borrower by the
Administrative Agent in accordance with Section 2.12.




     Section 2.04 Facility Fees and LC Fees.




          (a) Subject to Section 2.04(d), the Borrower agrees to pay to the Administrative Agent
for the account of each Lender a Facility Fee from the Effective Date to, but not including,
the Maturity Date or such earlier date upon which the Commitments shall terminate or be
reduced to zero as provided herein, computed at the Facility Fee Rate on the daily amount of
the Commitment of such Lender (whether used or unused) (the “Facility Fee”); provided that, if
such Lender continues to have any Credit Exposure after its Commitment terminates, then such
Facility Fee shall continue to accrue on the daily amount of such Lender’s Credit Exposure
from and including the date on which its Commitment terminates to, but not including, the date
on which such Lender ceases to have any Credit Exposure.




          (b) The Borrower agrees to pay (i) to the Administrative Agent for the account of each
Lender a participation fee with respect to its participations in Letters of Credit, which
shall accrue at the same rate as the Eurodollar Margin on the average daily amount of such
Lender’s LC Exposure to the Borrower (excluding any portion thereof attributable to
unreimbursed LC Disbursements) during the period from and including the Effective Date to but
excluding the later of the date on which such Lender’s Commitment terminates and the date on
which such Lender ceases to have any LC Exposure, and (ii) to the Issuing Bank an issuing fee
payable on the date a Letter of Credit is issued for the account of the Borrower, which shall
be the normal issuing fee for letters of credit issued by the Issuing Bank, not to be less
than the greater of $500 or 0.200% times the face amount of such Letter of Credit
(collectively, the “LC Fees”).




          (c) If any Lender shall become a Defaulting Lender, then, notwithstanding Section 2.04(a)
and Section 2.04(b) above and without prejudicing any right or remedy that the Borrower may
have with respect to, on account of, arising from or relating to any event pursuant to which
such Lender shall be a Defaulting Lender, no Facility Fee or LC Fee shall accrue for the
account of such Lender from and after the date upon which such Lender shall have become a
Defaulting Lender.




          (d) Facility Fees and LC Fees payable to any Lender shall be payable quarterly in arrears
on the last day of each March, June, September and December, commencing on December 31, 2009,
and on the Maturity Date with respect to such Lender or, with respect to Facility Fees, on
such earlier date as the Commitments shall terminate or be reduced to zero as provided herein.
All accrued Facility Fees and LC Fees payable to



19









 






any Lender which are not paid on or before the Maturity Date with respect to such Lender
shall be due and payable on demand.



     Section 2.05 Letters of Credit.




          (a) Subject to the terms and conditions set forth herein, the Borrower may request the
issuance of Letters of Credit for its own account or the account of any other Person, in a
form reasonably acceptable to the Administrative Agent and the Issuing Bank, at any time and
from time to time prior to the Revolving Commitment Termination Date; provided that the
Issuing Bank shall not be obligated to issue any Letter of Credit that would result in the
aggregate undrawn or drawn and unreimbursed amount of Letters of Credit outstanding issued by
the Issuing Bank to exceed its LC Issuance Limit. In the event of (i) any inconsistency
between the terms and conditions of this Agreement and the terms and conditions of any form of
letter of credit application or other agreement submitted by the Borrower to, or entered into
by the Borrower with, the Issuing Bank relating to any Letter of Credit, or (ii) any terms and
conditions supplemental to the terms and conditions of this Agreement contained in any such
form of letter of credit application or such other agreement, in each case, the terms and
conditions of this Agreement shall control and such supplemental terms and conditions shall be
ignored.




          (b) To request the issuance of a Letter of Credit (or the amendment, renewal or extension
of an outstanding Letter of Credit), the Borrower shall hand deliver or telecopy (or transmit
by electronic communication, if arrangements for doing so have been approved by the Issuing
Bank) to the appropriate Issuing Bank and the Administrative Agent (reasonably in advance of
the requested date of issuance, amendment, renewal or extension) a notice requesting the
issuance of a Letter of Credit, or identifying the Letter of Credit to be amended, renewed or
extended, and specifying the date of issuance, amendment, renewal or extension (which shall be
a Business Day), the date on which such Letter of Credit is to expire (which shall comply with
Section 2.05(c)), the amount of such Letter of Credit, the name and address of the beneficiary
thereof and such other information as shall be necessary to prepare, amend, renew or extend
such Letter of Credit. If requested by the Issuing Bank, the Borrower also shall submit a
letter of credit application on the Issuing Bank’s standard form in connection with any
request for a Letter of Credit. A Letter of Credit shall be issued, amended, renewed or
extended only if (and upon issuance, amendment, renewal or extension of each Letter of Credit,
the Borrower shall be deemed to represent and warrant that), after giving effect to such
issuance, amendment, renewal or extension and the continuation of a Letter of Credit hereunder
by the deemed issuance thereof hereunder (i) the LC Exposure shall not exceed the unused
Commitments of all Lenders, (ii) the Credit Exposure shall not exceed the total Commitments,
and (iii) the requested Letter of Credit shall not result in the Issuing Bank having
outstanding Letters of Credit in an aggregate undrawn or drawn and unreimbursed amount in
excess of the Issuing Bank’s LC Issuance Limit; provided that the Issuing Bank shall not
issue, amend, renew or extend any Letter of Credit if the Issuing Bank shall have received
written notice (which has not been rescinded) from the Administrative Agent or any Lender that
any applicable condition precedent to the issuance, amendment, renewal or extension of such
Letter of Credit has not been satisfied at the requested time of issuance, amendment, renewal
or extension of such Letter of Credit.



20









 






          (c) Each Letter of Credit shall be denominated in US Dollars and shall expire at or prior
to the close of business on the date selected by the Borrower, which shall not be later than
the earlier of (i) the date one year after the date of the issuance of such Letter of Credit
(or, in the case of any renewal or extension thereof, one year after such renewal or
extension), and (ii) the date that is five (5) Business Days prior to the Maturity Date;
provided that a Letter of Credit may expire after the Maturity Date if the Borrower provides
to the Issuing Bank at any time on or prior to the date that is five (5) Business Days prior
to the Maturity Date, an amount of cash collateral equal to the LC Exposure of such Letter of
Credit as of such date plus any accrued and unpaid interest thereon.




          (d) By the issuance of a Letter of Credit (or an amendment to a Letter of Credit
increasing the amount thereof) and without any further action on the part of the Issuing Bank
or the Lenders, the Issuing Bank hereby grants to each Lender, and each such Lender hereby
acquires from the Issuing Bank, a participation in such Letter of Credit equal to such
Lender’s Applicable Percentage of the aggregate amount available to be drawn under such Letter
of Credit. In consideration and in furtherance of the foregoing, each Lender hereby
absolutely and unconditionally agrees to pay to the Administrative Agent, for the account of
the Issuing Bank, such Lender’s Applicable Percentage of each LC Disbursement made by the
Issuing Bank and not reimbursed by the Borrower on the date due as provided in Section
2.05(e), or of any reimbursement payment required to be refunded to the Borrower for any
reason. Each Lender acknowledges and agrees that its obligation to acquire participations
pursuant to this paragraph in respect of Letters of Credit is absolute and unconditional and
shall not be affected by any circumstance whatsoever, including any amendment, renewal or
extension of any Letter of Credit or the occurrence and continuance of an Event of Default or
reduction or termination of the Commitments, and that each such payment shall be made without
any offset, abatement, withholding or reduction whatsoever.




          (e) If the Issuing Bank shall make any LC Disbursement in respect of a Letter of Credit,
the Borrower shall reimburse such LC Disbursement in US Dollars by paying to the
Administrative Agent an amount equal to such LC Disbursement not later than 12:00 noon, New
York City time, on (i) the Business Day that the Borrower receives a notice of such LC
Disbursement from the Administrative Agent, if such notice is received prior to 10:00 a.m.,
New York City time, on the day of receipt, or (ii) the Business Day immediately following the
day that the Borrower receives a notice of such LC Disbursement from the Administrative Agent,
if such notice is not received prior to such time on the day of receipt; provided that, with
respect to any such payment owing by the Borrower prior to the Revolving Commitment
Termination Date, the Borrower may, subject to the conditions to borrowing set forth herein,
request in accordance with Section 2.03 (or Section 2.22 in the case of a Swingline Loan) that
such payment be financed with an Alternate Base Rate Loan or a Swingline Loan in an equivalent
amount and, to the extent so financed, the Borrower’s obligation to make such payment shall be
discharged and replaced by the resulting Borrowing. If the Borrower fails to make such
payment when due, the Administrative Agent shall notify each Lender of the applicable LC
Disbursement, the payment then due from the Borrower in respect thereof and such Lender’s
Applicable Percentage thereof. Promptly following receipt of such notice, each Lender shall
pay to the Administrative Agent its Applicable Percentage of the payment



21









 






then due from the Borrower, in the same manner as provided in Section 2.12 with respect
to Loans made by such Lender (and Section 2.12 shall apply, mutatis mutandis, to the payment
obligations of the Lenders), and the Administrative Agent shall promptly pay to the Issuing
Bank the amounts so received by the Administrative Agent from the Lenders. Promptly following
receipt by the Administrative Agent of any payment from the Borrower pursuant to this
paragraph, the Administrative Agent shall distribute such payment to the Issuing Bank or, to
the extent that the Lenders have made payments pursuant to this paragraph to reimburse the
Issuing Bank, then to such Lenders and the Issuing Bank as their interests may appear. Any
payment made by a Lender pursuant to this paragraph to reimburse the Issuing Bank for any LC
Disbursement shall not constitute a Loan and shall not relieve the Borrower of its obligation
to reimburse such LC Disbursement.




          (f) To the extent permitted by law, the Borrower’s obligation to reimburse LC
Disbursements as provided in Section 2.05(e) shall be absolute, unconditional and irrevocable,
and shall be performed strictly in accordance with the terms of this Agreement under any and
all circumstances whatsoever and irrespective of (i) any lack of validity or enforceability of
any Letter of Credit or this Agreement, or any term or provision therein, (ii) any draft or
other document presented under a Letter of Credit proving to be forged, fraudulent or invalid
in any respect or any statement therein being untrue or inaccurate in any respect, (iii)
payment by the Issuing Bank under a Letter of Credit against presentation of a draft or other
document that does not comply with the terms of such Letter of Credit, or (iv) any other event
or circumstance whatsoever, whether or not similar to any of the foregoing, that might, but
for the provisions of this Section, constitute a legal or equitable discharge of, or provide a
right of setoff against, the Borrower’s obligations hereunder. To the extent permitted by
law, none of the Administrative Agent, the Lenders, or the Issuing Bank, or any of their
Related Parties, shall have any liability or responsibility by reason of or in connection with
the issuance or transfer of any Letter of Credit or any payment or failure to make any payment
thereunder (irrespective of any of the circumstances referred to in the preceding sentence),
or any error, omission, interruption, loss or delay in transmission or delivery of any draft,
notice or other communication under or relating to any Letter of Credit (including any
document required to make a drawing thereunder), any error in interpretation of technical
terms or any consequence arising from causes beyond the control of the Issuing Bank; provided
that the foregoing shall not be construed to excuse the Issuing Bank from liability to the
Borrower to the extent of any direct damages (as opposed to consequential damages, claims in
respect of which are hereby waived by the Borrower to the extent permitted by applicable law)
suffered by the Borrower that are caused by the Issuing Bank’s failure to exercise care when
determining whether drafts and other documents presented under a Letter of Credit comply with
the terms thereof. To the extent permitted by law, the parties hereto expressly agree that,
in the absence of gross negligence or willful misconduct on the part of the Issuing Bank, the
Issuing Bank shall be deemed to have exercised care in each such determination. In
furtherance of the foregoing and without limiting the generality thereof, the parties agree
that, with respect to documents presented which appear on their face to be in substantial
compliance with the terms of a Letter of Credit, the Issuing Bank may, in its sole discretion,
either accept and make payment upon such documents without responsibility for further
investigation, regardless of any notice or information to the



22









 






contrary, or refuse to accept and make payment upon such documents if such documents are
not in strict compliance with the terms of such Letter of Credit.




          (g) The Issuing Bank shall, promptly following its receipt thereof, examine all documents
purporting to represent a demand for payment under a Letter of Credit. The Issuing Bank shall
promptly notify the Administrative Agent and the Borrower by telephone (confirmed by telecopy)
of such demand for payment and whether the Issuing Bank has made or will make an LC
Disbursement thereunder; provided that any failure to give or delay in giving such notice
shall not relieve the Borrower of its obligation to reimburse the Issuing Bank and the Lenders
with respect to any such LC Disbursement.




          (h) If the Issuing Bank shall make any LC Disbursement, then, unless the Borrower shall
reimburse such LC Disbursement in full on the date specified in Section 2.05(e), the unpaid
amount thereof shall bear interest, for each day from and including the date such
reimbursement is due pursuant to Section 2.05(e) to but excluding the date that the Borrower
reimburses such LC Disbursement, at the rate per annum then applicable to Alternate Base Rate
Loans (including the Base Rate Margin); provided that, if the Borrower fails to reimburse such
LC Disbursement when due pursuant to Section 2.05(e), then the provisions of Section 2.10(a)
pertaining to interest payable on overdue principal shall apply. Interest accrued pursuant to
this paragraph shall be for the account of the applicable Issuing Bank, except that interest
accrued on and after the date of payment by any Lender pursuant to Section 2.05(e) to
reimburse the Issuing Bank shall be for the account of such Lender to the extent of such
payment.




          (i) The Issuing Bank may be replaced at any time by written agreement among the Borrower,
the Administrative Agent, the replaced Issuing Bank and the successor Issuing Bank. The
Administrative Agent shall notify the Lenders of any such replacement of the Issuing Bank. At
the time any such replacement shall become effective, the Borrower shall pay all unpaid fees
accrued for the account of the replaced Issuing Bank. From and after the effective date of
any such replacement, (i) the successor Issuing Bank shall have all the rights and obligations
of the Issuing Bank under this Agreement with respect to Letters of Credit to be issued
thereafter, and (ii) references herein to the term “Issuing Bank” shall be deemed to refer to
such successor. After the replacement of the Issuing Bank hereunder, the replaced Issuing
Bank shall remain a party hereto and shall continue to have all the rights and obligations of
the Issuing Bank under this Agreement with respect to Letters of Credit issued by it prior to
such replacement, but shall not be required to issue additional Letters of Credit.




          (j) (i) If any Event of Default shall occur and be continuing, on the Business Day that
the Borrower receives notice from the Majority Lenders or, if the maturity of the Loans has
been accelerated, from the Administrative Agent or the Majority Lenders, demanding the deposit
of cash collateral pursuant to this paragraph, and (ii) on the Business Day that the Borrower
receives notice from either the Administrative Agent acting alone or the Majority Lenders
demanding deposit of cash collateral pursuant to Section 2.08(b) (or, if such notice is
received on a day other than a Business Day, on the next Business Day following receipt of
such notice), the Borrower shall deposit in an account with the Administrative Agent, in the
name of the Administrative Agent and for



23









 






the benefit of the Lenders, an amount in cash (in the applicable currency) equal to the
LC Exposure as of such date plus any accrued and unpaid interest thereon; provided that the
obligation to deposit such cash collateral shall become effective immediately, and such
deposit shall become immediately due and payable, without demand or other notice of any kind,
upon the occurrence of any Event of Default with respect to the Borrower described in Section
8.01(f) or Section 8.01(g). Such deposit shall be held by the Administrative Agent as
collateral for the payment and performance of the obligations of the Borrower under this
Agreement. The Administrative Agent shall have exclusive dominion and control, including the
exclusive right of withdrawal, over such account. Other than any interest earned on the
investment of such deposits, which investments shall be made in certificates of deposits of
the Administrative Agent or securities backed by the full faith and credit of the United
States of America, at the option of the Administrative Agent and at the Borrower’s risk and
expense, such deposits shall not bear interest. Interest or profits, if any, on such
investments shall accumulate in such account. Monies in such account shall be applied by the
Administrative Agent to reimburse the Issuing Bank for LC Disbursements for which it has not
been reimbursed and, to the extent not so applied, shall be held for the satisfaction of the
reimbursement obligations of the Borrower for the LC Exposure at such time or, if the maturity
of the Loans has been accelerated (but subject to the consent of the Majority Lenders), be
applied to satisfy other obligations of the Borrower under this Agreement. If the Borrower is
required to provide an amount of cash collateral hereunder as a result of the occurrence of an
Event of Default, such amount (to the extent not applied as aforesaid) shall be returned to
the Borrower within two (2) Business Days after all Events of Default have been cured or
waived.



     Section 2.06 Reduction or Termination of Commitments. Unless previously terminated, the
Commitments shall terminate on the Revolving Commitment Termination Date. The Borrower shall have
the right, upon not less than two (2) Business Days’ notice to the Administrative Agent, to
terminate the Commitments or, from time to time, reduce the amount of the Commitments; provided,
however, that the Borrower shall not terminate or reduce any Commitment if, after giving effect to
any concurrent repayment of the Loans in accordance with Section 2.07 and Section 2.08 the total
Credit Exposure of the Lenders would exceed the sum of total Commitments. Any reduction shall be
accompanied by prepayment of the Loans to the extent, if any, that the total Credit Exposure of the
Lenders then outstanding exceeds the sum of the total Commitments as then reduced. Any termination
of the Commitments shall be accompanied by prepayment in full of the Loans then outstanding and the
payment of any unpaid fees then accrued hereunder. Upon receipt of such notice, the Administrative
Agent shall promptly notify each Lender thereof. Any partial reduction shall be in an amount of
$5,000,000 or a whole multiple thereof and shall reduce permanently the total amount of the
Commitments, together with a corresponding reduction in the aggregate amount of each Lender’s
applicable Commitment. The Commitments once terminated or reduced may not be reinstated. Each
reduction of the Commitments shall be made ratably among the Lenders in accordance with their
Commitments (except for in connection with the termination of this Agreement as to any Lender
pursuant to Section 10.13).



24









 





     Section 2.07 Optional Prepayments.




          (a) The Borrower may, at its option, as provided in this Section 2.07, at any time and
from time to time prepay the Loans payable by the Borrower, in whole or in part, upon notice
to the Administrative Agent (and, in the case of prepayments of Swingline Loans, the Swingline
Lender), specifying (i) the date and amount of prepayment, and (ii) the respective amounts to
be prepaid in respect of such Loans. Upon receipt of such prepayment notice, the
Administrative Agent shall promptly notify each Lender thereof. The payment amount specified
in such notice shall be due and payable on the date specified. All prepayments pursuant to
this Section 2.07 shall include accrued interest on the amount prepaid to the date of
prepayment and, in the case of prepayments of Eurodollar Loans, any amounts payable pursuant
to Section 2.21. The Loans shall also be subject to prepayment as provided in Section 2.06,
Section 2.08 and Section 10.13.




          (b) Partial optional prepayments pursuant to this Section 2.07 shall be in an aggregate
principal amount of $5,000,000 or any whole multiple of $1,000,000 in excess thereof. All
prepayments of Loans pursuant to this Section 2.07 shall be without the payment by the
Borrower of any premium or penalty except for amounts payable pursuant to Section 2.21.



     Section 2.08 Mandatory Prepayments.




          (a) If at any time the total Credit Exposures of the Lenders exceeds the sum of the total
Commitments, the Borrower shall prepay the Loans owing by it to such Lenders in an amount
equal to such excess. Each prepayment of Loans pursuant to this Section 2.08 shall be
accompanied by payment of accrued interest on the amount prepaid to the date of prepayment
and, in the case of prepayments of Eurodollar Loans, any amounts payable pursuant to Section
2.21.




          (b) If, after all Loans have been prepaid pursuant to this Section 2.08, any such excess
remains as a result of LC Exposure, the Borrower shall provide cash collateral to cover any
such excess caused by LC Exposure.



     Section 2.09 Commitment Increases.




          (a) So long as no Default or Event of Default has occurred and is continuing, the
Borrower may request from time to time, that the aggregate amount of the Lenders’ Commitments
be increased (each a “Commitment Increase”) by delivering a Notice of Commitment Increase;
provided, however, that:




          (i) no Lender’s Commitment may ever be increased without its prior written consent;




          (ii) any Notice of Commitment Increase must be given no later than three (3) Business
Days prior to the Revolving Commitment Termination Date;



25









 






          (iii) the effective date of any Commitment Increase (the “Commitment Increase Effective
Date”) shall be no earlier than three (3) Business Days after receipt by the Administrative
Agent of such Notice of Commitment Increase;




          (iv) the amount of any Commitment Increase must be at least $10,000,000; and




          (v) after giving effect to any requested Commitment Increase, the aggregate amount of
the Commitments shall not exceed $450,000,000.




          (b) On each Commitment Increase Effective Date, so long as no Default or Event of Default
has occurred and is continuing, each of the conditions set forth in Section 7.02 are satisfied
as of such Commitment Increase Effective Date and no Material Adverse Change shall exist as of
such date, each Commitment Increase shall become effective on its Commitment Increase
Effective Date and upon such effectiveness:




          (i) the Administrative Agent shall record in the Register each CI Lender’s information,
if necessary, as provided in the Notice of Commitment Increase and pursuant to an
Administrative Questionnaire that shall be completed and delivered by each CI Lender to the
Administrative Agent on or before the Commitment Increase Effective Date;




          (ii) the Administrative Agent shall distribute to each Lender (including each CI
Lender) a copy of the Annex I attached to the Notice of Commitment Increase relating
to such Commitment Increase;




          (iii) each CI Lender identified on the Notice of Commitment Increase for such
Commitment Increase shall be a “Lender” for all purposes under this Agreement;




          (iv) to the extent there are Revolving Loans outstanding as of such date:




          (A) each CI Lender shall, by wire transfer of immediately available funds,
deliver to the Administrative Agent such CI Lender’s New Funds Amount for the
applicable Commitment Increase Effective Date, which amount, for each such CI
Lender, shall constitute Revolving Loans made by such CI Lender to the Borrower
pursuant to this Agreement on such Commitment Increase Effective Date; and




          (B) the Administrative Agent shall, by wire transfer of immediately available
funds, pay to each then Reducing Percentage Lender its Reduction Amount for such
Commitment Increase Effective Date, which amount, for each such Reducing Percentage
Lender, shall constitute a prepayment by the Borrower pursuant to Section 2.07,
ratably in accordance with the respective principal amounts thereof, of the
principal amounts of all then outstanding Revolving Loans of such Reducing
Percentage Lender; and



26









 






          (v) To the extent there is any Letter of Credit outstanding as of such Commitment
Increase Effective Date, each CI Lender shall be deemed to have acquired, and each Reducing
Percentage Lender shall be deemed to have transferred, such portions of the existing
participations in such Letter of Credit as shall cause the participations therein of all
Lenders to be pro rata in accordance with the Applicable Percentages of all Lenders on such
Commitment Increase Effective Date (after giving effect to the Commitment Increases of all
Lenders).



     Section 2.10 Interest.




          (a) Each Eurodollar Loan shall bear interest for each day during each Interest Period
with respect thereto on the unpaid Principal Amount thereof at a rate per annum equal to the
LIBO Rate for such Interest Period plus the Eurodollar Margin for such day. Each Alternate
Base Rate Loan shall bear interest on the unpaid Principal Amount thereof at a fluctuating
rate per annum equal to the Alternate Base Rate plus the Base Rate Margin. Each Swingline
Loan shall bear interest on the unpaid Principal Amount of such Loan at a rate per annum equal
to the rate determined for such Swingline Loan as provided in Schedule III. Upon the
occurrence and continuance of any Event of Default occurring pursuant to Section 8.01(a),
Section 8.01(f) or Section 8.01(g), all Loans outstanding and such overdue amount, in the case
of a failure to pay amounts when due, shall automatically bear interest (as well after as
before judgment), at a rate per annum which is two percent (2%) above the rate which would
otherwise be applicable to such Loan pursuant to whichever of the three preceding sentences
shall apply (the “Post-Default Rate”) until paid in full. Upon the occurrence and continuance
of any Event of Default other than those listed in the previous sentence, all Loans
outstanding shall bear interest at the Post-Default Rate upon the written election of the
Required Lenders. Interest shall be payable in arrears on each Interest Payment Date;
provided, however, that interest payable on overdue principal shall be payable on demand.




          (b) Each Borrowing initially shall be of the Type specified in the applicable Borrowing
Request and, in the case of a Eurodollar Loan, shall have an initial Interest Period as
specified in such Borrowing Request. Thereafter, the Borrower may elect to continue such
Borrowing to a different Type or to continue such Borrowing for an additional Interest Period
(and elect Interest Periods therefor), all as provided in this Section. The Borrower may
elect different options with respect to different portions of the affected Borrowing, in which
case each such portion shall be allocated ratably among the Lenders holding the Loans
comprising such Borrowing, and the Loans comprising each such portion shall then and
thereafter be considered a separate Borrowing. This Section, as it refers to Types of Loans,
shall not apply to Swingline Loans, which may not be converted or continued.




          (c) To make an election pursuant to this Section, the Borrower shall notify the
Administrative Agent of such election (the “Interest Election Request”) by telephone by the
time that a Borrowing Request would be required under Section 2.03 if the Borrower were
requesting a Borrowing of the Type resulting from such election to be made on the effective
date of such election. Each such telephonic Interest Election Request shall be irrevocable
and shall be confirmed promptly by hand delivery or telecopy to the



27









 






Administrative Agent of a written Interest Election Request in a form approved by the
Administrative Agent and signed by the Borrower.




          (d) Each telephonic and written Interest Election Request shall identify the Borrower and
specify the following information in compliance with Section 2.03:




          (i) the Borrowing to which such Interest Election Request applies and, if different
options are being elected with respect to different portions thereof, the portions thereof
to be allocated to each resulting Borrowing (in which case the information to be specified
pursuant to clauses (iii) and (iv) below shall be specified for each resulting Borrowing);




          (ii) the effective date of the election made pursuant to such Interest Election
Request, which shall be a Business Day;




          (iii) whether the resulting Borrowing is to be an Alternate Base Rate Borrowing or a
Eurodollar Borrowing; and




          (iv) if the resulting Borrowing is a Eurodollar Borrowing, the Interest Period to be
applicable thereto after giving effect to such election, which shall be a period
contemplated by the definition of the term “Interest Period.”




          (e) If any such Interest Election Request requests a Eurodollar Borrowing but does not
specify an Interest Period, then the Borrower shall be deemed to have selected an Interest
Period of one month’s duration.




          (f) Promptly following receipt of an Interest Election Request, the Administrative Agent
shall advise each Lender of the details thereof and of such Lender’s obligation with respect
to each resulting Borrowing.




          (g) If the Borrower fails to deliver a timely Interest Election Request with respect to a
Eurodollar Loan prior to the end of the Interest Period applicable thereto, then, unless such
Borrowing is repaid as provided herein, at the end of such Interest Period such Borrowing
shall be continued as an Alternate Base Rate Loan. Notwithstanding any contrary provision
hereof, if an Event of Default has occurred and is continuing and the Administrative Agent, at
the request of the Majority Lenders, so notifies the Borrower, then, so long as such Event of
Default is continuing (i) no outstanding Borrowing may be continued as a Eurodollar Loan, and
(ii) unless repaid, each Eurodollar Loan shall be continued as an Alternate Base Rate Loan at
the end of the Interest Period applicable thereto.



     Section 2.11 Computation of Interest and Fees.




          (a) Interest on Alternate Base Rate Loans, Swingline Loans and fees shall be calculated
on the basis of a 365- (or 366- as the case may be) day year for the actual days elapsed.
Interest on Eurodollar Loans shall be calculated on the basis of a 360-day year for the actual
days elapsed. The Administrative Agent shall notify the Borrower and the Lenders of each
determination of a LIBO Rate and of the interest rate applicable to



28









 






each Swingline Loan. Any change in the interest rate resulting from a change in the
Alternate Base Rate shall become effective as of the opening of business on the day on which
such change in the applicable rate shall become effective. The Administrative Agent shall
notify the Borrower and the Lenders of the effective date and the amount of each such change
in the Alternative Base Rate.




          (b) The Administrative Agent shall, at the request of the Borrower, deliver to the
Borrower a statement showing the computations used by the Administrative Agent in determining
any interest rate pursuant to Section 2.11(a).



     Section 2.12 Funding of Borrowings.




          (a) Each Lender shall make each Loan to be made by it hereunder on the proposed Borrowing
Date thereof by wire transfer of immediately available funds by 12:00 p.m., New York City
time, to the account of the Administrative Agent most recently designated by it for such
purpose by notice to the Lenders; provided that Swingline Loans shall be made as provided in
Section 2.22. The Administrative Agent will make such Loans available to the Borrower by
promptly crediting the amounts so received, in like funds, to an account of the Borrower
designated by the Borrower in the applicable Borrowing Request; provided that Alternate Base
Rate Loans made to finance the reimbursement of an LC Disbursement as provided in Section
2.05(e) shall be remitted by the Administrative Agent to the Issuing Bank.




          (b) Unless the Administrative Agent shall have received notice from a Lender prior to the
proposed date of any Borrowing that such Lender will not make available to the Administrative
Agent such Lender’s share of such Borrowing, the Administrative Agent may assume that such
Lender has made such share available on such date in accordance with Section 2.12(a) and may,
in reliance upon such assumption, make available to the Borrower a corresponding amount. In
such event, if a Lender has not in fact made its share of the applicable Borrowing available
to the Administrative Agent, then each such Lender and the Borrower severally agree to pay to
the Administrative Agent forthwith on demand such corresponding amount with interest thereon,
for each day from and including the date such amount is made available to the Borrower to but
excluding the date of payment to the Administrative Agent, at (i) in the case of such Lender,
the greater of the cost incurred by the Administrative Agent for making such Lender’s share of
such Borrowing and a rate determined by the Administrative Agent in accordance with banking
industry rules on interbank compensation, or (ii) in the case of the Borrower, the interest
rate applicable to Alternate Base Rate Loans. If such Lender pays such amount to the
Administrative Agent, then such amount shall constitute such Lender’s Loan included in such
Borrowing.



     Section 2.13 Pro Rata Treatment and Payments.




          (a) Each Borrowing by the Borrower from the Lenders, each payment (including each
prepayment) by the Borrower on account of the principal of and interest on the Loans and on
account of any fees hereunder, any reimbursement of LC Disbursements, and any reduction of the
Commitments of the Lenders hereunder shall be made pro rata



29









 






according to the Commitments, except that (i) payments or prepayments, and offsets
against or reductions from the amount of payments and prepayments, in each case, specifically
for the account of a particular Lender under the terms of Section 2.04, Section 2.09(b),
Section 2.14, Section 2.15, Section 2.16, Section 2.21, Section 2.22, Section 10.03 or Section
10.13 shall be made for the account of such Lender (or the Swingline Lender in the case of
Section 2.22), and (ii) if any Lender shall become a Defaulting Lender, from and after the
date upon which such Lender shall have become a Defaulting Lender, any payment made on account
of principal of or interest on the Loans shall be applied, first for the account of the
Lenders other than the Defaulting Lender, pro rata according to the Commitments of such
Lenders, until the principal of and interest on the Loans of such Lenders shall have been paid
in full and, second for the account of such Defaulting Lender, provided that the application
of such payments in accordance with this clause (ii) shall not constitute an Event of Default
or a Default, and no payment of principal of or interest on the Loans of such Defaulting
Lender shall be considered to be overdue for purposes of Section 2.10(a), if, had such
payments been applied without regard to this clause (ii), no such Event of Default or Default
would have occurred and no such payment of principal of or interest on the Loans of such
Defaulting Lender would have been overdue. All payments (including prepayments) to be made by
the Borrower on account of principal, interest, reimbursement of LC Disbursements and fees
shall be made in immediately available funds without setoff or counterclaim and shall be made
to the Administrative Agent on behalf of the Lenders (or on behalf of the Issuing Bank or the
Swingline Lender, as the case may be) at the Administrative Agent’s office as notified to the
Borrower from time to time at least five (5) Business Days before any change in such office.
On the date of this Agreement, the office of the Administrative Agent is located at Wells
Fargo Bank, National Association, Houston Energy Group, 1000 Louisiana Street, 9th Floor,
Houston, TX 77002, Attention of Will Rogers, Phone No.: (713) 319-1362, Facsimile No.: (713)
739-1087. The Administrative Agent shall distribute such payments to the Lenders promptly
upon receipt in like funds as received. Reimbursement of all LC Disbursements shall be made
as required by Section 2.05(e).



          (b) If any payment hereunder (other than payments on the Eurodollar Loans) becomes due
and payable on a day other than a Business Day, such payment shall be extended to the next
succeeding Business Day, and with respect to payments of principal, interest thereon shall be
payable at the then applicable rate during such extension. If any payment on a Eurodollar
Loan becomes due and payable on a day other than a Business Day, the maturity thereof shall be
extended to the next succeeding Business Day unless the result of such extension would be to
extend such payment into another calendar month in which event such payment shall be made on
the immediately preceding Business Day.




          (c) Except as provided in Section 2.04(d), Section 2.09(b), Section 2.14, Section 2.15,
Section 2.16, Section 2.21, Section 10.03, Section 10.13, and this Section 2.13, if any Lender
shall, by exercising any right of set-off or counterclaim or otherwise, obtain payment in
respect of any principal of or interest on any of the Loans or participations in LC
Disbursements resulting in such Lender receiving payment of a greater proportion of the
aggregate amount of its Loans and participations in LC Disbursements and accrued interest
thereon than the proportion received by any other Lender (other than,



30









 






in the case of Swingline Loans, the Swingline Lender), then the Lender receiving such
greater proportion shall purchase (for cash at face value) participations in the Loans and
participations in LC Disbursements with respect to the Loans and LC Exposure of other Lenders
to the extent necessary so that the benefit of all such payments shall be shared by such
Lenders ratably in accordance with the aggregate amount of principal of and accrued interest
on their respective Loans and participations in LC Disbursements; provided that (i) if any
such participations are purchased and all or any portion of the payment giving rise thereto is
recovered, such participations shall be rescinded and the purchase price restored to the
extent of such recovery, without interest, and (ii) the provisions of this paragraph shall not
be construed to apply to any payment made by the Borrower pursuant to and in accordance with
the express terms of this Agreement or any payment obtained by a Lender as consideration for
the assignment of or sale of a participation in any of its Loans or participations in LC
Disbursements to any assignee or participant, other than to the Borrower or any Subsidiary or
Affiliate thereof (as to which the provisions of this paragraph shall apply). The Borrower
consents to the foregoing and agrees, to the extent it may effectively do so under applicable
law, that any Lender acquiring a participation pursuant to the foregoing arrangements may
exercise against the Borrower rights of set-off and counterclaim with respect to such
participation as fully as if such Lender were a direct creditor of the Borrower in the amount
of such participation.




          (d) Unless the Administrative Agent shall have received notice from the Borrower prior to
the date on which any payment is due to the Administrative Agent for the account of the
Lenders or the Issuing Bank hereunder that the Borrower will not make such payment, the
Administrative Agent may assume that the Borrower has made such payment on such date in
accordance herewith and may, in reliance upon such assumption, distribute to the Lenders or
the Issuing Bank, as the case may be, the amount due. In such event, if the Borrower has not
in fact made such payment, then each of the Lenders or the Issuing Bank, as the case may be,
severally agrees to repay to the Administrative Agent forthwith on demand the amount so
distributed to such Lender or the Issuing Bank with interest thereon, for each day from and
including the date such amount is distributed to it to but excluding the date of payment to
the Administrative Agent, at the greater of the cost incurred by the Administrative Agent for
making such distributed amount and a rate determined by the Administrative Agent in accordance
with banking industry rules on interbank compensation.




          (e) If any Lender shall fail to make any payment required to be made by it pursuant to
Section 2.05(d), Section 2.05(e), Section 2.09(b), Section 2.12(b) or Section 2.13(d), then
the Administrative Agent may, in its discretion (notwithstanding any contrary provision
hereof), apply any amounts thereafter received by the Administrative Agent for the account of
such Lender to satisfy such Lender’s obligations under such Sections until all such
unsatisfied obligations are fully paid.



     Section 2.14 Increased Cost of Loans.




          (a) If any change in any applicable law, treaty or governmental regulation after the date
of this Agreement, or in the interpretation or application thereof after the date of this
Agreement, or compliance by any Lender or the Issuing Bank with any



31









 






request or directive (whether or not having the force of law) from any central bank or
other Governmental Authority made or issued after the date of this Agreement, which:




          (i) does or shall impose, modify or hold applicable any reserve, special deposit,
compulsory loan or similar requirement against assets held by, or deposits or other
liabilities in or for the account of, advances or loans by, or other credit extended by, or
any other acquisition of funds by, any office of such Lender or the Issuing Bank; or




          (ii) does or shall impose on such Lender or the Issuing Bank or the London interbank
market any other condition affecting this Agreement, any Note or the Eurodollar Loans, or
any Letter of Credit or participation therein;


and the result of any of the foregoing is to increase the cost to such Lender of making, continuing
or maintaining any Eurodollar Loan (or of maintaining its obligation to make any such Loan) or to
increase the cost to such Lender or the Issuing Bank of participating in, issuing or maintaining
any Letter of Credit, or to reduce any amount received or receivable by such Lender or the Issuing
Bank hereunder or under any Note (whether of principal, interest, or otherwise), then, in any such
case, the Borrower shall pay such Lender or the Issuing Bank, as the case may be, upon written
demand being made to the Borrower by such Lender or the Issuing Bank, as the case may be, such
additional amount or amounts which will compensate such Lender or the Issuing Bank, as the case may
be, for such amounts as such Lender or the Issuing Bank reasonably deems to be material with
respect to this Agreement, the Notes, the Letters of Credit, or the Loans hereunder, provided,
however, that if all or any such additional cost would not have been payable, or such reduction
would not have occurred, but for such Lender’s or the Issuing Bank’s decision to designate a new
Eurodollar Lending Office or Domestic Lending Office or refusal to change to another Eurodollar
Lending Office or Domestic Lending Office as provided below, the Borrower shall have no obligation
under this Section 2.14 to compensate such Lender or the Issuing Bank for such amount. Such demand
shall be accompanied by a certificate of a duly authorized officer of such Lender or the Issuing
Bank setting forth the amount of such payment and the basis therefor. Each Lender or the Issuing
Bank shall also give written notice to the Borrower and the Administrative Agent of any event
occurring after the date of this Agreement which would entitle such Lender or the Issuing Bank to
compensation pursuant to this Section 2.14 as promptly as practicable after it obtains knowledge
thereof and determines to request such compensation and will designate a different Eurodollar
Lending Office or a Domestic Lending Office if such designation will avoid the need for, or reduce
the amount of, such compensation and will not, in the sole opinion of such Lender, be
disadvantageous to such Lender. Notwithstanding the foregoing, in the event that any Lender or
Issuing Bank shall demand payment pursuant to this Section 2.14, the Borrower may, upon at least
two (2) Business Days’ notice to the Administrative Agent and such Lender, continue in whole (but
not in part) the Eurodollar Loans of such Lender into Alternate Base Rate Loans without regard to
the requirements of Section 2.10.





          (b) If any Lender or the Issuing Bank shall have reasonably determined that the adoption
after the date of this Agreement of any law, rule or regulation regarding capital adequacy, or
any change therein or in the interpretation or application thereof after the date of this
Agreement or compliance by any Lender or the Issuing Bank



32









 






with any request or directive regarding capital adequacy (whether or not having the force
of law) from any central bank or other Governmental Authority made or issued after the date of
this Agreement, does or shall have the effect of reducing the rate of return on such Lender’s
or the Issuing Bank’s capital, or in the capital of such Lender’s or Issuing Bank’s holding
company, if any, as a consequence of its obligations hereunder to a level below that which
such Lender or the Issuing Bank, or such Lender’s or the Issuing Bank’s holding company, could
have achieved but for such adoption, change or compliance (taking into consideration such
Lender’s or the Issuing Bank’s policies and the policies of such Lender’s or the Issuing
Bank’s holding company with respect to capital adequacy) by an amount reasonably deemed by
such Lender to be material, then from time to time, after submission by such Lender or the
Issuing Bank to the Borrower (with a copy to the Administrative Agent) of a written request
therefor, the Borrower shall pay to such Lender or the Issuing Bank such additional amount or
amounts as will compensate such Lender or the Issuing Bank for such reduction from and after
such date the Borrower receives the request; provided, however, that the foregoing shall not
apply to any capital adequacy requirement imposed solely by reason of any business combination
effected after the date hereof.




          (c) A certificate of a Lender or the Issuing Bank setting forth the amount or amounts
necessary to compensate such Lender or the Issuing Bank or its holding company, as the case
may be, as specified in paragraph (a) or (b) of this Section 2.14 shall be delivered to the
Borrower and shall be prima facie evidence of the amount of such payment. The Borrower shall
pay such Lender or the Issuing Bank, as the case may be, the amount shown as due on any such
certificate within ten (10) days after receipt thereof.




          (d) Failure or delay on the part of any Lender or the Issuing Bank to demand compensation
pursuant to this Section 2.14 shall not constitute a waiver of such Lender’s or the Issuing
Bank’s right to demand such compensation; provided that the Borrower shall not be required to
compensate a Lender or the Issuing Bank pursuant to this Section 2.14 for any increased costs
or reductions incurred more than 270 days prior to the date that such Lender or the Issuing
Bank, as the case may be, notifies the Borrower of the change in law giving rise to such
increased costs or reductions and of such Lender’s or the Issuing Bank’s intention to claim
compensation therefor; provided further that, if the change in law giving rise to such
increased costs or reductions is retroactive, then the 270-day period referred to above shall
be extended to include the period of retroactive effect thereof.



     Section 2.15 Illegality. Notwithstanding anything herein contained, if any Lender shall make
a good faith determination that a change in any applicable law or regulation after the date of this
Agreement or in the interpretation thereof after the date of this Agreement by any authority
charged with the administration thereof shall make it unlawful for such Lender to give effect to
its obligations to make, continue or maintain its Eurodollar Loans under this Agreement, the
obligation of such Lender to make, continue or maintain Eurodollar Loans hereunder shall be
suspended for the duration of such illegality. Such Lender, by written notice to the
Administrative Agent and the Borrower, shall declare that such Lender’s obligation to make
Eurodollar Loans and to, continue and maintain Eurodollar Loans shall be suspended, and the
Borrower, on the last day of the then current Interest Period applicable to such Eurodollar Loans



33









 




or portion thereof or, if such Lender so requests, on such earlier date as may be required by
relevant law, shall continue such Eurodollar Loans or portion thereof as Alternate Base Rate Loans
without regard to the requirements of Section 2.10. If and when such illegality ceases to exist,
such suspension shall cease and such Lender shall notify the Borrower and the Administrative Agent
thereof and any Loans previously continued from Eurodollar Loans to Alternate Base Rate Loans
pursuant to this Section 2.15 shall be continued as Loans of Types corresponding to the Loans
maintained by the other Lenders on the last day of the Interest Period of the corresponding
Eurodollar Loans of such other Lenders.




     Section 2.16 Taxes.




          (a) Any and all payments by or on account of any obligation of the Borrower under each
Loan Document shall be made free and clear of and without deduction or withholding for any
Indemnified Taxes or Other Taxes; provided that if the Borrower shall be required to deduct or
withhold any Indemnified Taxes or Other Taxes from such payments, then (i) the sum payable
shall be increased as necessary so that after making all required deductions or withholding
(including deductions or withholding applicable to additional sums payable under this
Section), the Administrative Agent, any Lender or the Issuing Bank (as the case may be)
receives an amount equal to the sum it would have received had no such deductions or
withholding been made, (ii) the Borrower shall make such deductions or withholding, and (iii)
the Borrower shall pay the full amount deducted or withheld to the relevant Governmental
Authority in accordance with applicable law.




          (b) In addition, the Borrower shall pay any Other Taxes to the relevant Governmental
Authority in accordance with applicable law.




          (c) The Borrower shall indemnify the Administrative Agent, each Lender and the Issuing
Bank, within ten (10) days after written demand therefor, for the full amount of any
Indemnified Taxes or Other Taxes paid by the Administrative Agent, such Lender or the Issuing
Bank, as the case may be, on or with respect to any payment by or on account of any obligation
of the Borrower under each Loan Document (including Indemnified Taxes or Other Taxes imposed
or asserted on or attributable to amounts payable under this Section) and any penalties,
interest and reasonable expenses arising therefrom or with respect thereto, whether or not
such Indemnified Taxes or Other Taxes were correctly or legally imposed or asserted by the
relevant Governmental Authority. A certificate as to the amount of such payment or liability
delivered to the Borrower by a Lender or the Issuing Bank, or by the Administrative Agent on
its own behalf or on behalf of a Lender or the Issuing Bank, shall be conclusive absent
manifest error.




          (d) As soon as practicable after any payment of Indemnified Taxes or Other Taxes by the
Borrower to a Governmental Authority, the Borrower shall deliver to the Administrative Agent
the original or a certified copy of a receipt issued by such Governmental Authority evidencing
such payment, a copy of the return reporting such payment or other evidence of such payment
reasonably satisfactory to the Administrative Agent.



34









 






          (e) Any Foreign Lender that is entitled to an exemption from or reduction of withholding
tax under the law of the jurisdiction in which the Borrower is located, or any treaty to which
such jurisdiction is a party, with respect to payments under this Agreement shall deliver to
the Borrower (with a copy to the Administrative Agent), at the time or times prescribed by
applicable law, such properly completed and executed documentation prescribed by applicable
law or reasonably requested by the Borrower as will permit such payments to be made without
withholding or with withholding at a reduced rate. In addition, each Lender that is not (i) a
Foreign Lender or (ii) an “exempt recipient” that is either (A) a corporation described in
U.S. Treasury regulation section 1.6049-4(c)(1)(ii)(A)(1) or (B) a financial institution
described in U.S. Treasury regulation section 1.6049-4(c)(1)(ii)(M) (provided that the Lender
is reasonably identifiable as a financial institution pursuant to the last two sentences of
subparagraph (M)), agrees to provide Borrower with such form or forms, including IRS Form W-9,
as may be required under the Code, or other laws of the United States or reasonably requested
by Borrower, as a condition to exemption from, United States backup withholding before
receiving its first payment under this Agreement and at any other time reasonably requested by
Borrower.




          (f) For any period during which a Lender has failed to provide the Borrower with the
appropriate documentation as required by Section 2.16(e), the Borrower shall not be obligated
to pay, and such Lender shall not be entitled to secure additional amounts under this Section
2.16 with respect to Indemnified Taxes imposed by a Governmental Authority to the extent that
such additional amounts would not have arisen but for such failure of such Lender.




          (g) If the Administrative Agent or a Lender determines, in its sole discretion, that it
has received a refund of any Taxes or Other Taxes as to which it has been indemnified by the
Borrower or with respect to which the Borrower has paid additional amounts pursuant to this
Section 2.16, it shall pay over such refund to the Borrower (but only to the extent of
indemnity payments made, or additional amounts paid, by the Borrower under this Section 2.16
with respect to the Taxes or Other Taxes giving rise to such refund), net of all out-of-pocket
expenses of the Administrative Agent or such Lender and without interest (other than any
interest paid by the relevant Governmental Authority with respect to such refund); provided,
however, that the Borrower, upon the request of the Administrative Agent or such Lender,
agrees to forthwith repay the amount paid over to the Borrower (plus any penalties, interest
or other charges imposed by the relevant Governmental Authority) to the Administrative Agent
or such Lender in the event the Administrative Agent or such Lender is required to repay such
refund to such Governmental Authority. Nothing contained in this Section 2.16 shall require
the Administrative Agent or any Lender to make available its tax returns (or any other
information relating to its taxes which it deems confidential) to the Borrower or any other
Person.




          (h) If the Borrower is required to pay any additional amount to any Lender or any
Governmental Authority for the account of any Lender pursuant to Section 2.16(a), then such
Lender shall use reasonable efforts to designate a different lending office for funding or
booking its Loans hereunder or to assign its rights and obligations hereunder to another of
its offices, branches or affiliates, if, in the judgment of such Lender, such



35









 






designation or assignment (a) would eliminate or reduce amounts payable pursuant to
Section 2.16(a), in the future and (b) would not subject such Lender to any unreimbursed cost
or expense and would not otherwise be disadvantageous to such Lender. The Borrower hereby
agrees to pay all reasonable costs and expenses incurred by any Lender in connection with any
such designation or assignment.



     Section 2.17 Substitute Loan Basis. In the event that prior to the commencement of any
Interest Period for any Eurodollar Borrowing the Majority Lenders shall reasonably determine (which
determination shall be final and conclusive and binding upon the Borrower) that (a) by reason of
changes affecting the London Interbank Eurodollar Market, adequate and fair means do not exist for
ascertaining the LIBO Rate for such requested Interest Period, or (b) the LIBO Rate will not
adequately and fairly reflect the cost to such Lenders of making or maintaining their Loans
included in such Borrowing for such Interest Period then, and in any such event, the Administrative
Agent shall forthwith give notice to the Borrower and, (i) unless, on the date upon which such
Eurodollar Loans were to be made, the Borrower notifies the Administrative Agent that it elects not
to borrow on such date, any Eurodollar Loans requested to be made on the first day of such Interest
Period shall be made as Alternate Base Rate Loans, (ii) any Loans that were to have been, on the
first day of such Interest Period, continued as Eurodollar Loans, shall be continued as Alternate
Base Rate Loans on the date upon which such Loans were to have been continued, and (iii) any
outstanding Eurodollar Loans shall be continued, on the last day of the Interest Period applicable
thereto, as Alternate Base Rate Loans on the date upon which such Loans are to be continued. The
Administrative Agent shall give written notice to the Borrower of any event occurring after the
giving of such notice which permits an adequate and fair means of ascertaining the LIBO Rate and
until such notice by the Administrative Agent, no further Eurodollar Loans shall be made or
continued as such, nor shall the Borrower have the right to continue as Eurodollar Loans.



     Section 2.18 Certain Prepayments or Continuations. If the Eurodollar Loans of any Lender are
prepaid or continued as Alternate Base Rate Loans pursuant to Section 2.14 or Section 2.15 (such
Eurodollar Loans being herein called “Affected Loans”), unless and until such Lender gives written
notice that the circumstances which gave rise to such prepayment or continuation no longer exist
(which such Lender agrees to do promptly upon such circumstances ceasing to exist) such Lender
shall not make further Affected Loans and all Loans which would otherwise be made by such Lender
as, or continued by such Lender into, Affected Loans shall be made instead as, or continued as
Alternate Base Rate Loans (on which interest and principal shall be payable simultaneously with the
related Loans of the other Lenders).



     Section 2.19 Certain Notices. Notices by the Borrower under each of Section 2.03, Section
2.05, Section 2.06, Section 2.07, Section 2.14, Section 2.17, and Section 2.10 and under the
definition of “Interest Period” in Section 1.01 (a) shall (unless otherwise specifically provided)
be given in writing, by telecopy or by telephone (confirmed promptly in writing), and (b) shall be
effective only if received by the Administrative Agent and, in the case of Section 2.14, the Lender
involved, not later than 11:30 a.m. (New York City time) on the day specified in the respective
Section or definition as the latest day such notice may be given. Notices by the Borrower under
each of Section 2.03, Section 2.05, Section 2.06, Section 2.07, Section 2.14, Section 2.17, and
Section 2.10 shall be irrevocable.



36









 





     Section 2.20 Minimum Amounts of Eurodollar Borrowings. All Borrowings and continuations of
Loans hereunder and all selections of Interest Periods hereunder shall be in such amounts and be
made pursuant to such elections so that, after giving effect thereto, the aggregate Principal
Amount of the Loans comprising each Eurodollar Borrowing shall be equal to $5,000,000 or a whole
multiple of $1,000,000 in excess thereof.



     Section 2.21 Break Funding Payments. In the event of (a) the payment of any Principal Amount
of any Eurodollar Loan other than on the last day of an Interest Period applicable thereto
(including as a result of an Event of Default), (b) the continuation of any Eurodollar Loan other
than on the last day of the Interest Period applicable thereto, (c) the failure to borrow, continue
or prepay any Loan on the date specified in any notice delivered pursuant hereto, (d) the
assignment of any Eurodollar Loan other than on the last day of the Interest Period applicable
thereto as a result of a request by the Borrower, then, in any such event, the Borrower shall
compensate each Lender or the Issuing Bank for the loss, cost and expense attributable to such
event. In the case of a Eurodollar Loan, such loss, cost or expense to any Lender shall be deemed
to include an amount determined by such Lender to be the excess, if any, of (i) the amount of
interest which would have accrued on the Principal Amount of such Loan had such event not occurred,
at the LIBO Rate (in the case of a Eurodollar Loan) that would have been applicable to such Loan,
for the period from the date of such event to the last day of the then current Interest Period
therefor (or, in the case of a failure to borrow or continue, for the period that would have been
the Interest Period for such Loan), over (ii) the amount of interest which would accrue on such
Principal Amount for such period at the interest rate which such Lender would bid were it to bid,
at the commencement of such period, for dollar deposits of a comparable amount and period from
other banks in the Eurodollar market. A certificate of any such Lender setting forth any amount or
amounts that such Lender is entitled to receive pursuant to this Section shall be delivered to the
Borrower and the Administrative Agent and shall be conclusive absent manifest error. The Borrower
shall pay such Lender the amount shown as due on any such certificate within ten (10) days after
receipt thereof. Notwithstanding anything to the contrary contained herein, no Lender shall be
entitled to receive any amount or amounts pursuant to this Section if such amount or amounts are
attributable solely to the merger or other consolidation of such Lender with another Lender.



     Section 2.22 Swingline Loans.




          (a) Subject to the terms and conditions set forth herein, the Swingline Lender agrees to
make Swingline Loans to the Borrower from time to time during the Revolving Period, in an
aggregate principal amount at any time outstanding that will not result in (i) the aggregate
principal amount of outstanding Swingline Loans exceeding $25,000,000 or (ii) the total Credit
Exposures exceeding the total Commitments; provided that the Swingline Lender shall not be
required to make a Swingline Loan to refinance an outstanding Swingline Loan. Within the
foregoing limits and subject to the terms and conditions set forth herein, the Borrower may
borrow, prepay and reborrow Swingline Loans.




          (b) To request a Swingline Loan, the Borrower shall notify the Administrative Agent of
such request by telephone (confirmed by facsimile), not later than 3:00 p.m., New York City
time, on the day of a proposed Swingline Loan. Each such



37









 






notice shall be irrevocable and shall specify the Borrower, the requested date (which
shall be a Business Day) and amount of the requested Swingline Loan. The Administrative Agent
will promptly advise the Swingline Lender of any such notice received from the Borrower. The
Swingline Lender shall make each Swingline Loan available to the Borrower by means of a credit
to the general deposit account of the Borrower with the Swingline Lender (or, in the case of a
Swingline Loan made to finance the reimbursement of an LC Disbursement as provided in Section
2.05(e), by remittance to the Issuing Bank) by 3:00 p.m., New York City time, on the requested
date of such Swingline Loan.




          (c) The Swingline Lender may by written notice given to the Administrative Agent not
later than 10:00 a.m., New York City time, on any Business Day require the Lenders to acquire
participations on such Business Day in all or a portion of the Swingline Loans outstanding.
Such notice shall specify the aggregate amount of Swingline Loans in which Lenders will
participate. Promptly upon receipt of such notice, the Administrative Agent will give notice
thereof to each Lender, specifying in such notice such Lender’s Applicable Percentage of such
Swingline Loan or Loans. Each Lender hereby absolutely and unconditionally agrees, upon
receipt of notice as provided above, to pay to the Administrative Agent, for the account of
the Swingline Lender, such Lender’s Applicable Percentage of such Swingline Loan or Loans.
Each Lender acknowledges and agrees that its obligation to acquire participations in Swingline
Loans pursuant to this paragraph is absolute and unconditional and shall not be affected by
any circumstance whatsoever, including the occurrence and continuance of a Default or Event of
Default or reduction or termination of the Commitments, and that each such payment shall be
made without any offset, abatement, withholding or reduction whatsoever. Each Lender shall
comply with its obligation under this paragraph by wire transfer of immediately available
funds, in the same manner as provided in Section 2.12 with respect to Loans made by such
Lender (and Section 2.12 shall apply, mutatis mutandis, to the payment obligations of the
Lenders), and the Administrative Agent shall promptly pay to the Swingline Lender the amounts
so received by it from the Lenders. The Administrative Agent shall notify the Borrower of any
participations in any Swingline Loan acquired pursuant to this paragraph, and thereafter
payments in respect of such Swingline Loan shall be made to the Administrative Agent and not
to the Swingline Lender. Any amounts received by the Swingline Lender from the Borrower (or
other party on behalf of the Borrower) in respect of a Swingline Loan after receipt by the
Swingline Lender of the proceeds of a sale of participations therein shall be promptly
remitted to the Administrative Agent; any such amounts received by the Administrative Agent
shall be promptly remitted by the Administrative Agent to the Lenders that shall have made
their payments pursuant to this paragraph and to the Swingline Lender, as their interests may
appear; provided that any such payment so remitted shall be repaid to the Swingline Lender or
to the Administrative Agent, as applicable, if and to the extent such payment is required to
be refunded to the Borrower for any reason. The purchase of participations in a Swingline
Loan pursuant to this paragraph shall not relieve the Borrower of any default in the payment
thereof.



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ARTICLE III

REPRESENTATIONS AND WARRANTIES




     Section 3.01 Representations of the Borrower. The Borrower represents and warrants to the
Administrative Agent, the Lenders and the Issuing Bank that:




          (a) The Borrower and each Subsidiary has been duly formed and is validly existing and in
good standing under the laws of the jurisdiction of its organization and (ii) the Borrower and
each Subsidiary is qualified to do business as a foreign entity and is in good standing in
each jurisdiction of the United States in which the ownership of its properties or the conduct
of its business requires such qualification and where the failure to so qualify would
constitute a Material Adverse Change.




          (b) This Agreement, the Transactions and all other Loan Documents to which the Borrower
or any Subsidiary is a party have been duly authorized, executed and delivered by the Borrower
or such Subsidiary, and each of this Agreement, its Notes and the other Loan Documents to
which it is a party constitutes a valid and binding agreement of the Borrower, enforceable in
accordance with its respective terms, subject to the effect of applicable bankruptcy,
insolvency or similar laws affecting creditors’ rights generally and equitable principals of
general applicability. The Borrower’s Notes have been duly authorized by the Borrower and,
when executed, issued and delivered pursuant hereto for value received, will constitute valid
and binding obligations of the Borrower, enforceable in accordance with their terms, except as
(i) may be limited by bankruptcy, insolvency or similar laws affecting creditors’ rights
generally, and (ii) rights of acceleration and the availability of equitable remedies may be
limited by equitable principles of general applicability. There are no actions, suits or
proceedings pending or, to the knowledge of the Borrower or any Subsidiary, threatened against
the Borrower or any Subsidiary which purports to affect the legality, validity or
enforceability of this Agreement, any other Loan Document or any of their respective Notes.




          (c) The execution, delivery and performance of each Loan Document by the Borrower and its
Subsidiaries will not violate or conflict with (i) the organizational documents of the
Borrower or any Subsidiary, as in effect on the Effective Date, or (ii) any indenture, loan
agreement or other similar agreement or instrument binding on the Borrower or any Subsidiary.




          (d) The Borrower and its Subsidiaries are in compliance with all laws, rules,
regulations, orders, decrees and requirements of any Governmental Authority applicable to them
or their properties, except where the necessity of compliance therewith is being contested in
good faith by appropriate proceedings or such failure to comply would not have or would not
reasonably be expected to cause a Material Adverse Change.




          (e) On the Effective Date there are no actions, suits, proceedings or investigations
pending or, to the knowledge of the Borrower, threatened against the Borrower or any
Subsidiary before any Governmental Authority as to which, in the opinion of the Borrower,
there is a reasonable possibility of an adverse determination and that, if



39









 






adversely determined, could reasonably be expected, individually or in the aggregate, to
constitute a Material Adverse Change.




          (f) The consolidated balance sheets of the Borrower (and its predecessor entity) and its
consolidated Subsidiaries as of December 31, 2007 and 2008, and the related consolidated
statements of income, partners’ (or stockholders’) equity and cash flows for each of the years
in the three-year period ended December 31, 2008, audited by KPMG LLP, present fairly, in all
material respects, the consolidated financial position of the Borrower and its consolidated
Subsidiaries as of December 31, 2007 and 2008, and the results of their operations and their
cash flows for each of the years in the three-year period ended December 31, 2008, in
conformity with GAAP applied on a consistent basis.




          (g) There has been no Material Adverse Change.




          (h) Neither the Borrower nor any Subsidiary is an “investment company” as defined in, or
subject to regulation under, the Investment Company Act of 1940.




          (i) No ERISA Event has occurred or is reasonably expected to occur that, when taken
together with all other such ERISA Events for which liability is reasonably expected to occur,
could reasonably be expected to result in a Material Adverse Change. The present value of all
accumulated benefit obligations of all underfunded Plans (based on the assumptions used for
purposes of Statement of Financial Accounting Standards No. 87) did not, as of the date of the
most recent financial statements reflecting such amounts, exceed the fair market value of the
assets of all such underfunded Plans by an amount that could reasonably be expected to be a
Material Adverse Change.




          (j) Neither the Information Memorandum nor any of the other reports, financial
statements, certificates or other information furnished by or on behalf of the Borrower to the
Agents or any Lender in connection with the negotiation of this Agreement or delivered
hereunder (as modified or supplemented by other information so furnished), taken as a whole,
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, it being understood that projections by their nature
are inherently uncertain and no assurances are being given that the results reflected in the
projected financial information will be achieved.




          (k) On the date hereof, the Borrower’s Subsidiaries are listed on Schedule II.




          (l) The General Partner has filed all United States Federal income tax returns and all
other material tax returns and reports required to be filed (or obtained extensions with
respect thereto) and has paid all taxes required to have been paid by it, except (i) taxes the
validity of which is being contested in good faith by appropriate proceedings, and with
respect to which the General Partner, to the extent required by



40









 






GAAP, has set aside on its books adequate reserves or (ii) to the extent the failure to
do so (individually or collectively) would not reasonably be expected to result in a Material
Adverse Change.




          (m) Each of the real properties owned or leased by the Borrower or any of its
Subsidiaries and all their operations at such properties are in compliance with all applicable
Environmental Laws and neither the Borrower nor any of its Subsidiaries has received any
notice regarding violation of any Environmental Law with respect to the properties or the
businesses operated by the Borrower or any of its Subsidiaries, except as would not reasonably
be expected to result in a Material Adverse Change.




          (n) No Event of Default has occurred and is continuing.




          (o) The Borrower and its Subsidiaries are not engaged principally, or as one of its or
their important activities, in the business of extending credit for the purpose, whether
immediate, incidental or ultimate, of buying or carrying margin stock (within the meaning of
the Margin Regulations).




          (p) The Borrower and each of its Subsidiaries is and, after the consummation of the
transactions contemplated by this Agreement, will be “solvent” within the meaning of such term
under the United States Bankruptcy Code.



ARTICLE IV

AFFIRMATIVE COVENANTS



Until all Commitments have expired or been terminated and the principal of and interest on each
Loan and all fees payable hereunder shall have been paid in full, all Letters of Credit shall have
expired or terminated, and all LC Disbursements shall have been reimbursed, the Borrower covenants
and agrees with the Lenders that:




     Section 4.01 Financial Statements and Other Information. The Borrower will furnish to the
Administrative Agent and each Lender:




          (a) Within the period required by applicable law (and concurrently with the filing
thereof with the Commission), copies of the annual reports, information, documents and other
reports (or copies of such portions of any of the foregoing as the Commission may from time to
time by rules and regulations prescribe) which the Borrower may be required to file with the
Commission pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934; or,
if the Borrower is not required to file information, documents or reports pursuant to either
of said Sections, then such of the supplementary and periodic information, documents and
reports which may be required pursuant to Section 13 of the Securities Exchange Act of 1934 in
respect of a security listed and registered on a national securities exchange as may be
prescribed from time to time in such rules and regulations; provided, however, that the
Borrower shall be deemed to have furnished the information required by this Section 4.01(a) if
it shall have timely made the same available on “EDGAR” on the worldwide web and complied with
Section 4.01(e) in respect thereof; provided further, however, that if any Lender is unable to
access EDGAR on the worldwide web, the Borrower agrees to provide such Lender with paper
copies of



41









 






the information required to be furnished pursuant to this Section 4.01(a) promptly
following notice from the Administrative Agent that such Lender has requested same.




          (b) Within sixty (60) days after the close of each of the first three quarters of each
fiscal year of the Borrower, a statement by a responsible officer of the Borrower calculating
compliance or non-compliance, as the case may be, with Section 5.01 and Section 5.02 (if
applicable) as of the close of such period and stating whether to the knowledge of the
Borrower an event has occurred during such period and is continuing which constitutes an Event
of Default or a Default, and, if so, stating the facts with respect thereto.




          (c) Within one hundred twenty (120) days after the close of each fiscal year of the
Borrower, a statement by a responsible officer of the Borrower calculating compliance or
non-compliance, as the case may be, with Section 5.01 and Section 5.02 (if applicable) as of
the close of such period and stating whether to the knowledge of the Borrower an event has
occurred during such period and is continuing which constitutes an Event of Default or a
Default, and, if so, stating the facts with respect thereto.




          (d) Such other information respecting the financial condition or operations of the
Borrower and its Subsidiaries as the Administrative Agent or any Lender may from time to time
reasonably request.




          (e) Information required to be delivered pursuant to Section 4.01(a) above shall be
deemed to have been delivered on the date on which the Borrower provides notice to the
Administrative Agent that such information has been posted on EDGAR (and the Borrower hereby
agrees to provide such notice).



     Section 4.02 Notices of Material Events. The Borrower will furnish to the Administrative
Agent and each Lender prompt written notice of the following:




          (a) the occurrence of any Event of Default;




          (b) the filing or commencement of any action, suit or proceeding by or before any
arbitrator or Governmental Authority against or affecting the Borrower that if adversely
determined, could reasonably be expected to result in a Material Adverse Change; and




          (c) any other development that results in, or could reasonably be expected to result in,
a Material Adverse Change.


Each notice delivered under this Section 4.02 shall be accompanied by a statement of a Financial
Officer or other executive officer of the Borrower setting forth the details of the event or
development requiring such notice and any action taken with respect thereto.




     Section 4.03 Compliance with Laws. The Borrower will, and will cause each of the Subsidiaries
to, comply with all laws, rules, regulations and orders of any Governmental Authority applicable to
it or its property, except where the necessity of compliance therewith is being contested in good
faith by appropriate proceedings or where the failure to do so,



42









 




individually or in the aggregate, could not reasonably be expected to result in a Material
Adverse Change.




     Section 4.04 Use of Proceeds.




          (a) The proceeds of the Loans and the Letters of Credit shall be used to provide working
capital and to provide funding in connection with capital expenditures, Permitted Acquisitions
and other general corporate purposes.




          (b) No part of the proceeds of any Loan or Letter of Credit will be used for any purpose
which violates the Margin Regulations.



     Section 4.05 Maintenance of Property; Insurance.




          (a) The Borrower will keep, and will cause each of its Subsidiaries to keep, all property
useful and necessary in its business in good working order and condition, ordinary wear and
tear excepted, except where the failure to do so could not reasonably be expected to result in
a Material Adverse Change.




          (b) The Borrower will at all times maintain, with financially sound and reputable
insurers, insurance of the kinds, covering the risks and in the relative proportionate amounts
(including as to self-insurance) customarily carried by companies engaged in the same or
similar business and similarly situated; provided that the Borrower shall not be required to
maintain insurance against risks or in amounts no longer economically available on a de novo
or renewal basis, as applicable, to other companies engaged in the same or similar business
and similarly situated.



     Section 4.06 Additional Guarantors. The Borrower shall promptly cause any newly formed or
acquired Subsidiary other than a Joint Venture to guarantee the Loans made under this Agreement
pursuant to the Guaranty Agreement. In connection with any such guaranty, the Borrower shall, or
shall cause each such Subsidiary to, (a) execute and deliver a supplement to the Guaranty Agreement
executed by such Subsidiary and (b) execute and deliver such other additional closing documents,
certificates and legal opinions as shall reasonably be requested by the Administrative Agent. On
the Investment Grade Rating Date, if no Default or Event of Default has occurred and is continuing,
the Subsidiaries guaranteeing the Indebtedness shall be released of their obligations under the
Guaranty Agreement and this Section 4.06 shall have no further force or effect.



     Section 4.07 Books and Records; Inspections. The Borrower will keep, and will cause each of
its Subsidiaries to keep, complete and accurate books and records of its transactions in accordance
with good accounting practices on the basis of GAAP (including the establishment and maintenance of
appropriate reserves). The Borrower will, and will cause each of its Subsidiaries to, permit any
representatives designated by the Administrative Agent, upon reasonable prior notice, to visit and
inspect its properties, to examine and make extracts from its books and records, and to discuss its
affairs, finances and condition with its officers and independent accountants, all at such
reasonable times and as often as reasonably requested. In the absence of an Event of Default and
notwithstanding anything to the contrary in Section 10.03, the Borrower shall not be required to
pay for more than one such visit in any year.



43









 





     Section 4.08 Payment of Obligations. The Borrower will, and will cause each of its
Subsidiaries to, pay its obligations, including Tax liabilities of the Borrower and all of its
Subsidiaries before the same shall become delinquent or in default, except where (i) the validity
or amount thereof is being contested in good faith by appropriate proceedings, (ii) the Borrower or
such Subsidiary has set aside on its books adequate reserves with respect thereto in accordance
with GAAP and (iii) the failure to make payment pending such contest could not reasonably be
expected to result in a Material Adverse Change.



     Section 4.09 Material Contracts. The Borrower will comply, and will cause its Subsidiaries to
comply, with all contracts necessary for the ongoing operation and business of the Borrower or such
Subsidiary in the ordinary course, except where the failure to comply would not have or would not
reasonably be expected to cause a Material Adverse Change.



ARTICLE V

FINANCIAL COVENANTS



Until all Commitments have expired or been terminated and the principal of and interest on each
Loan and all fees payable hereunder shall have been paid in full, all Letters of Credit shall have
expired or terminated, and all LC Disbursements shall have been reimbursed, the Borrower covenants
and agrees with the Lenders that:




     Section 5.01 Consolidated Leverage Ratio. The Consolidated Leverage Ratio, as at the end of
each fiscal quarter of the Borrower (beginning with the fiscal quarter ending December 31, 2009),
shall be less than or equal to 4.50 to 1.00.



     Section 5.02 Consolidated Interest Coverage Ratio. The Consolidated Interest Coverage Ratio,
as at the end of each fiscal quarter of the Borrower (beginning with the fiscal quarter ending
December 31, 2009) occurring prior to the Investment Grade Rating Date, shall be greater than or
equal to 3.00 to 1.00. For each fiscal quarter ending on and after the Investment Grade Rating
Date, the Borrower shall have no further obligation to comply with this Section 5.02.



ARTICLE VI

NEGATIVE COVENANTS



Until all Commitments have expired or been terminated and the principal of and interest on each
Loan and all fees payable hereunder shall have been paid in full, all Letters of Credit shall have
expired or terminated, and all LC Disbursements shall have been reimbursed, the Borrower covenants
and agrees with the Lenders that:




     Section 6.01 Nature of Business. The Borrower will not, nor will it permit its Subsidiaries
to (whether now owned or acquired or formed subsequent to the Effective Date), materially alter the
character of its or their business on a consolidated basis from the midstream energy business.



     Section 6.02 Liens. The Borrower will not create, assume or suffer to exist any Lien on any
asset now owned or hereafter acquired by it or any of its Subsidiaries, except for the following:



44









 






          (a) Liens for taxes, assessments or other governmental or quasi-governmental charges or
levies not yet due or which are being contested in good faith by appropriate proceedings and
with respect to which adequate reserves or other appropriate provisions are being maintained
in accordance with GAAP;




          (b) statutory Liens of landlords and Liens of carriers, warehousemen, mechanics,
materialmen and interest owners of oil and gas production and other Liens imposed by law,
created in the ordinary course of business and for amounts not past due for more than 60 days
or which are being contested in good faith by appropriate proceedings which are sufficient to
prevent imminent foreclosure of such Liens, are promptly instituted and diligently conducted
and with respect to which adequate reserves or other appropriate provisions are being
maintained in accordance with GAAP;




          (c) Liens incurred or deposits made in the ordinary course of business (including,
without limitation, surety bonds and appeal bonds) in connection with workers’ compensation,
unemployment insurance and other types of social security benefits or to secure the
performance of tenders, bids, leases, contracts (other than for the repayment of
Indebtedness), statutory obligations and other similar obligations or arising as a result of
progress payments under government contracts;




          (d) easements (including, without limitation, reciprocal easement agreements and utility
agreements), rights of way, covenants, consents, reservations, encroachments, variations and
other restrictions, charges or encumbrances (whether or not recorded) affecting the use of
real property;




          (e) Liens with respect to judgments and attachments which do not result in an Event of
Default;




          (f) Liens created pursuant to construction, operating and maintenance agreements,
transportation agreements and other similar agreements and related documents entered into in
the ordinary course of business;




          (g) Liens, deposits or pledges to secure the performance of bids, tenders, contracts
(other than contracts for the payment of money), leases permitted under the terms of this
Agreement (other than Capital Leases), public or statutory obligations, surety, stay, appeal,
indemnity, performance or other obligations arising in the ordinary course of business;




          (h) Liens securing obligations under Capital Leases; provided, that (i) any such Liens
attach only to the property which is the subject of such Capital Lease, (ii) such Liens secure
only the Indebtedness comprised of such Capital Lease and (iii) the aggregate Indebtedness
being secured by such Liens does not exceed at any one time calculated as of the date such
Capital Lease is created ten percent 10% of Consolidated Net Tangible Assets;




          (i) Liens securing Acquired Indebtedness;



45









 






          (j) rights of first refusal entered into in the ordinary course of business;




          (k) Liens consisting of any (i) rights reserved to or vested in any municipality or
governmental, statutory or public authority to control or regulate any property of the
Borrower or any Subsidiary or to use such property, (ii) obligations or duties to any
municipality or public authority with respect to any franchise, grant, license, lease or
permit and the rights reserved or vested in any Governmental Authority or public utility to
terminate any such franchise, grant, license, lease or permit or to condemn or expropriate any
property, or (iii) zoning laws, ordinances or municipal regulations;




          (l) Liens on deposits required by any Person with whom the Borrower or any of its
Subsidiaries enters into forward contracts, futures contracts, swap agreements (including
interest rate swap agreements) or other commodities contracts in the ordinary course of
business;




          (m) Liens arising out of the refinancing, extension, renewal or refunding of any
Indebtedness secured by any Lien permitted by this Section 6.02; provided, that the principal
amount of such Indebtedness is not increased (other than to provide for the payment of any
underwriting discounts and fees related to any refinancing Indebtedness as well as any
premiums owed on and accrued and unpaid interest related to the original Indebtedness) and is
not secured by any additional assets; and




          (n) Liens securing (i) Permitted Senior Debt and (ii) other obligations in an amount not
to exceed, in the aggregate, at any one time, calculated as of the date such Lien is incurred,
15% of Consolidated Net Tangible Assets less the principal amount of Permitted Senior Debt
then outstanding and permitted to be secured pursuant to clause (i) above (and, for purposes
of this Section 6.02(n), with respect to any such secured Indebtedness of a Joint Venture of
the Borrower with no recourse to the Borrower or any wholly-owned Subsidiary thereof, only
that portion of such Indebtedness reflecting the Borrower’s pro rata ownership interest
therein shall be included in calculating compliance herewith), provided that, if the amount of
such Permitted Senior Debt and other obligations exceed the amount specified above, then at
the time such Liens to secure such Permitted Senior Debt or other obligations are granted, the
Loans, LC Exposure and other obligations under this Agreement and other Loan Documents shall
be secured equally and ratably with such Permitted Senior Debt or other obligations.



     Section 6.03 Dispositions. Prior to the Investment Grade Rating Date, the Borrower will not
make, nor permit its Subsidiaries to make any Disposition except:




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




          (b) Dispositions of machinery and equipment no longer used or useful in the conduct of
business of the Borrower and its Subsidiaries that are Disposed of in the ordinary course of
business;




          (c) Dispositions of assets to the Borrower or a Subsidiary;



46









 






          (d) Dispositions of or constituting Investments permitted under Section 6.06;




          (e) Dispositions of accounts receivable in connection with the collection or compromise
thereof;




          (f) Dispositions of licenses, sublicenses, leases or subleases granted to others not
interfering in any material respect with the business of the Borrower and its Subsidiaries;




          (g) Dispositions of Cash Equivalents for fair market value;




          (h) Dispositions in which: (i) the assets being disposed are used simultaneously in
exchange for replacement assets or (ii) the net proceeds thereof are either (A) reinvested
within 180 days from such Disposition in assets to be used in the ordinary course of the
business of the Borrower and its Subsidiaries and/or (B) used to permanently reduce the
Commitments on a dollar for dollar basis; or




          (i) other Dispositions not exceeding in the aggregate for the Borrower and its
Subsidiaries (i) 10% of Consolidated Net Tangible Assets in any fiscal year (measured as of
the date of determination) and (ii) 20% of Consolidated Net Tangible Assets during the term of
this Agreement.



     Section 6.04 Transactions with Affiliates. The Borrower will not, and will not permit any of
its Subsidiaries to, directly or indirectly, pay any funds to or for the account of, make any
investment in, lease, sell, transfer or otherwise dispose of any assets, tangible or intangible,
to, or participate in, or effect, any transaction with, any officer, director, employee or
Affiliate (other than the Borrower or one of its Subsidiaries) unless such transaction between the
Borrower and its Subsidiaries on the one hand and any officer, director, employee or Affiliate
(other than the Borrower or one of its Subsidiaries) on the other hand, shall be on terms that are
fair and reasonable to the Borrower or such Subsidiary; provided, that the foregoing provisions of
this Section 6.04 shall not (a) prohibit the Borrower or any Subsidiary from declaring or paying
any lawful dividend or distribution otherwise permitted hereunder, (b) prohibit the Borrower or any
Subsidiary from providing credit support for its Subsidiaries as it deems appropriate in the
ordinary course of business, (c) prohibit the Borrower or any Subsidiary from engaging in a
transaction or transactions on terms that are not fair and reasonable to such Person, provided that
such transaction or transactions occurs within a related series of transactions, which, in the
aggregate, are fair and reasonable to such Person, (d) prohibit the Borrower or any Subsidiary from
engaging in non-material transactions with any Affiliate other than the Borrower or any Subsidiary
that are not fair and reasonable to such Person, but are in the ordinary course of such Person’s
business, so long as, in each case, after giving effect thereto, no Default or Event of Default
shall have occurred and be continuing, (e) prohibit the Borrower or any Subsidiary from entering
into or performing its obligations under any of the agreements listed on Schedule IV or any
amendments, modifications or replacements thereto that, in the aggregate, are not materially
adverse to the Borrower or any Subsidiary party thereto, or (f) prohibit the Borrower or any
Subsidiary from compensating its employees and officers in the ordinary course of business;
provided, further, that a finding by the Board of Directors of General Partner that a transaction
or



47









 




series of transactions is on terms which are fair and reasonable to the Borrower or any
Subsidiary shall be dispositive.




     Section 6.05 Indebtedness. Prior to the Investment Grade Rating Date, the Borrower will not,
nor will it permit its Subsidiaries to, create, incur, assume or suffer to exist any Indebtedness,
except:




          (a) Indebtedness under the Loan Documents;




          (b) Investments permitted under Section 6.06 that would constitute Indebtedness;




          (c) obligations (contingent or otherwise) of the Borrower or any Subsidiary existing or
arising under hedging agreements or other derivative products; provided that, such obligations
are (or were) entered into by such Person in the ordinary course of business for the purpose
of directly mitigating risks associated with liabilities, commitments, investments, assets, or
property held or reasonably anticipated by such Person, or changes in the value of securities
issued by such Person, and not for purposes of speculation or taking a “market view”;




          (d) current liabilities of the Borrower or its Subsidiaries incurred in the ordinary
course of business but not incurred through (i) the borrowing of money or (ii) the obtaining
of credit except for credit on an open account basis customarily extended and in fact extended
in connection with normal purchases of goods and services;




          (e) Indebtedness in respect of taxes, assessments, governmental charges or levies and
claims for labor, materials and supplies to the extent that payment therefor shall not at the
time be required to be made in accordance with the provisions of this Agreement;




          (f) Indebtedness in respect of the Working Capital Line and Intercompany Loan in an
aggregate principal amount not to exceed $205,000,000;




          (g) Indebtedness in respect of the APC Revolver in an aggregate amount not to exceed
$100,000,000;




          (h) Indebtedness in respect of judgments or awards only to the extent, for the period and
for an amount not resulting in a Default or Event of Default;




          (i) refinancings, extensions, renewals and refunding of Indebtedness permitted by this
Section 6.05;




          (j) Acquired Indebtedness; and




          (k) Permitted Senior Debt.


On and after the Investment Grade Rating Date, the Borrower will not (i) create, incur, assume or
suffer to exist any Indebtedness (other than Loans hereunder) unless at the time of the incurrence


48









 






thereof and after giving effect thereto (x) the Borrower shall be in compliance with Section 5.01
and (y) no Default or Event of Default shall have occurred and be continuing or (ii) permit its
Subsidiaries to, create, incur, assume or suffer any Indebtedness (other than guarantees of the
Extensions of Credit hereunder), except (x) Indebtedness in an aggregate amount not to exceed, at
any one time outstanding as of the date such Indebtedness is incurred, not to exceed the lesser of
(A) 20% of Consolidated Net Tangible Assets less, if the Loans, LC Exposure and other obligations
under this Agreement have not been secured as contemplated under Section 6.02(n), the amount of
Indebtedness secured under Section 6.02(n) and (B) 15% of Consolidated Net Tangible Assets and (y)
Acquired Indebtedness.




     Section 6.06 Investments. Prior to the Investment Grade Rating Date, the Borrower will not,
nor will it permit its Subsidiaries to, make any Investments, except:




          (a) Investments held by the Borrower or a Subsidiary of the Borrower in the form of cash
or Cash Equivalents;




          (b) Investments in any Subsidiary of the Borrower;




          (c) 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;




          (d) Investments in any Joint Venture for the purpose of developing capital projects in
the midstream energy business; provided that either (i) such Joint Venture is not subject to
any contract or other consensual restriction or limitation on the ability of such Joint
Venture to make Restricted Payments to the Borrower or its Subsidiaries (each a “Payment
Restriction”) other than limitations contained in its organizational documents subjecting such
Restricted Payments to the discretion of its Board of Directors and/or permitting Restricted
Payments only to the extent of available cash (as defined therein), (ii) such Investment is in
a Joint Venture that was in existence prior to the date hereof, or (iii) if such Investment is
in Joint Ventures subject to Payment Restrictions (other than as permitted in the foregoing
clause (ii)), the aggregate amount of all such Investments does not exceed, at any one time
outstanding, calculated as of the date such Investment is made, 25% of Consolidated Net
Tangible Assets; provided that in no event shall the aggregate amount of Investments in Joint
Ventures, other than Investments in Joint Ventures permitted under the foregoing clause (ii),
calculated as of the date such Investment is made, exceed 30% of Consolidated Net Tangible
Assets;




          (e) Investments in Permitted Acquisitions;




          (f) Loans and advances to the General Partner to enable the General Partner to pay
general and administrative costs and expenses pursuant to the Partnership Agreement;



49









 






          (g) A $260,000,000 loan to Anadarko issued in connection with the Borrower’s initial
public offering in the form of a 6.5% 30-year note payable quarterly, with principal and all
accrued and unpaid interest due in full at maturity; and




          (h) other Investments in an aggregate amount not to exceed, at any one time outstanding,
$25,000,000.



     Section 6.07 Restricted Payments. Prior to the Investment Grade Rating Date, the Borrower
will not, nor will it permit its Subsidiaries to, declare or make, directly or indirectly, any
Restricted Payment, or incur any obligation (contingent or otherwise) to do so, except that:




          (a) the Borrower may declare and pay dividends or distributions with respect to its
Equity Interests payable solely in additional Equity Interests of the Borrower;




          (b) Subsidiaries may declare and pay dividends or distributions ratably with respect to
their Equity Interests;




          (c) so long as no Default or Event of Default has occurred and is continuing or would
result therefrom, the Borrower may declare and pay quarterly cash dividends or distributions
to its partners of Available Cash in accordance with the Partnership Agreement;




          (d) the Borrower and its Subsidiaries may make payments or other distributions to
officers, directors or employees with respect to the exercise by any such Persons of options,
warrants or other rights to acquire Equity Interests in the Borrower or such Subsidiary issued
pursuant to an employment, equity award, equity option or equity appreciation agreement or
plans entered into by the Borrower or such Subsidiary in the ordinary course of business;




          (e) so long as no Default or Event of Default exists and is continuing, the Borrower may
make repurchases of its Equity Interests; and




          (f) so long as no Default or Event of Default exists and is continuing, the Borrower may
make special distributions to the General Partner in connection with any Permitted Acquisition
with Anadarko or any of its Subsidiaries (other than the Borrower and its Subsidiaries) in an
amount, for any Permitted Acquisition, not greater than the aggregate value of the
consideration for the property or assets acquired.



     Section 6.08 Intercompany Payments.




          (a) The Borrower will not, nor will it permit its Subsidiaries to, make any payment of
principal on any intercompany Indebtedness owed to any Person other than the Borrower or its
Subsidiaries, except (i) payments made by the Borrower on the Working Capital Line, and (ii)
as may be refinanced with a public or private debt or equity issuance; provided that, if no
Loan is outstanding, the Borrower may make payments on the Intercompany Loan.



50









 






          (b) If an Event of Default has occurred and is continuing, then the Borrower and its
Subsidiaries shall not offset any intercompany payables or receivables owing among any of the
Borrower and any of its Subsidiaries on the one hand and Anadarko or any of its Subsidiaries,
other that the Borrower or its Subsidiaries, on the other.



     Section 6.09 Limitations on Sales and Leasebacks. The Borrower will not, and will not permit
any Subsidiary to, enter into any arrangement with any bank, insurance company or other lender or
investor (not including the Borrower or any Subsidiary) or to which any such lender or investor is
a party, providing for the leasing by the Borrower or a Subsidiary for a period, including
renewals, in excess of three years, of any property which has been or is to be sold or transferred
more than one hundred eighty (180) days after the completion of construction and commencement of
full operation thereof, by the Borrower or any Subsidiary to such lender or investor or to any
Person to whom funds have been or are to be advanced by such lender or investor on the security of
such property (herein referred to as a “sale and leaseback transaction”) unless the Borrower,
within one hundred eighty (180) days after the sale or transfer shall have been made by the
Borrower or by a Subsidiary, applies an amount equal to the greater of (i) the net proceeds of the
sale of the property sold and leased back pursuant to such arrangement or (ii) the net amount
(after deducting applicable reserves) at which such property is carried on the books of the
Borrower or such Subsidiary at the time of entering into such arrangement, to the retirement of
Indebtedness of the Borrower.



     Section 6.10 Fundamental Changes. The Borrower shall not consolidate with or merge into any
other Person or convey, transfer or lease its properties and assets substantially as an entirety to
any Person unless:




          (a) (i) in the case of a merger or amalgamation, the Borrower is the surviving entity; or




     (ii) the Person formed by such consolidation or into which the Borrower is merged or the
Person which acquires by conveyance or transfer, or which leases, the properties and assets of
the Borrower substantially as an entirety shall be a corporation, partnership or trust, shall
be organized and existing under the laws of the United States of America, any State thereof or
the District of Columbia, shall (1) have unsecured non-credit enhanced publicly held
indebtedness with an Investment Grade Rating, and (2) expressly assume, by an agreement
supplemental hereto, executed and delivered to the Administrative Agent, in form reasonably
satisfactory to the Administrative Agent, the obligations of the Borrower hereunder, including
the due and punctual payment of the principal of and interest on all the Revolving Loans and
the performance of every covenant of this Agreement on the part of the Borrower to be
performed or observed; and




          (b) immediately after giving effect to such transaction, no Event of Default or Default
shall have occurred and be continuing.



     Section 6.11 Negative Pledge Agreements. Prior to the Investment Grade Rating Date, the
Borrower will not, and will not permit any Subsidiary to, create, incur, assume or suffer to exist
any contract, agreement or understanding (other than this Agreement) which in any way



51









 




prohibits or restricts the granting, conveying, creation or imposition of any Lien on any of
its property in favor of the Administrative Agent and the Lenders or restricts any Subsidiary from
paying dividends or making distributions to the Borrower or any Subsidiary that is a guarantor, or
which requires the consent of or notice to other Persons in connection therewith; provided, that
this covenant shall not apply to Chipeta or to any other Joint Venture in which the Equity
Interests of the Borrower or any Subsidiary constitute an Investment not prohibited under Section
6.06.




     For the sake of clarity, nothing in this Section 6.11 shall restrict Anadarko or any Subsidiary of
Anadarko, other than the Borrower or any of its Subsidiaries.



ARTICLE VII

CONDITIONS OF LENDING




     Section 7.01 Conditions Precedent to the Initial Extension of Credit. The obligations of the
Lenders and the Issuing Bank to make the initial Extension of Credit shall not become effective
until the date on which each of the following conditions is satisfied (or waived in accordance with
Section 10.02) (as used in this Section 7.01, “Extension of Credit” means the making of any Loan or
the issuance of any Letter of Credit):




          (a) Appropriate Notes are issued payable to the order of such Lender, if requested;




          (b) The Administrative Agent (or its counsel) shall have received (i) from each party
hereto either (1) a counterpart of this Agreement signed on behalf of such party, or (2)
written evidence satisfactory to the Administrative Agent (which may include telecopy
transmission of a signed signature page of this Agreement) that such party has signed a
counterpart of this Agreement and (ii) from each Subsidiary that is a guarantor, either (1) a
counterpart of the Guaranty signed on behalf of such party, or (2) written evidence
satisfactory to the Administrative Agent (which may include telecopy transmission of a signed
signature page of the Guaranty) that such party has signed a counterpart of the Guaranty;




          (c) The Administrative Agent and the Lenders shall have received all fees and other
amounts due and payable on the Effective Date, including, to the extent invoiced,
reimbursement or payment of all out-of-pocket expenses required to be reimbursed or paid by
the Borrower hereunder;




          (d) The Lenders shall have received (i) satisfactory audited consolidated financial
statements of the Borrower (and its predecessor entity) for the three most recent fiscal years
ended prior to the Effective Date as to which such financial statements are available, (ii)
satisfactory unaudited interim consolidated financial statements of the Borrower for each
fiscal quarterly period ended subsequent to the date of the latest financial statements
delivered pursuant to clause (i) of this paragraph as to which such financial statements are
available, (iii) pro forma consolidated financial statements as of the Effective Date of the
Borrower and its Subsidiaries for the most recent fiscal year after giving effect to the Loans
made under this Agreement and (iv) projections prepared



52









 




by the Borrower of its balance sheet, income statements, Consolidated Leverage Ratio and
the Consolidated Interest Coverage Ratio for the term of this Agreement;





          (e) The Administrative Agent (or its counsel) shall have received certified copies of the
resolutions of (i) the Board of Directors of the General Partner, as general partner of and on
behalf of the Borrower, authorizing the execution, delivery and performance of this Agreement
and the execution, issuance, delivery and performance of its Notes and (ii) the Board of
Directors of and on behalf of each Subsidiary that is a guarantor, authorizing the execution,
delivery and performance under the Guaranty Agreement;




          (f) The Administrative Agent (or its counsel) shall have received certificates of
responsible officers of the General Partner, as general partner and on behalf of the Borrower,
to the effect that:




          (i) the representations and warranties contained in ARTICLE III are true and accurate
on and as of the date of the making of each such Loan as though made on and as of such date
(except to the extent that such representations and warranties relate solely to an earlier
date); and




          (ii) no event has occurred and is continuing or would result from the proposed
Borrowing, which constitutes an Event of Default or a Default.




          (g) The Administrative Agent (or its counsel) shall have received an opinion:




          (i) of Akin Gump Strauss Hauer & Feld LLP, special counsel to the Borrower, in form and
substance reasonably acceptable to the Administrative Agent; and




          (ii) of an associate general counsel or the general counsel of the Borrower, in form
and substance reasonably acceptable to the Administrative Agent;




          (h) There shall not have occurred a Material Adverse Change;




          (i) The Lenders shall have received such documents and other instruments as are customary
for transactions of this type or as they or their counsel may reasonably request;




          (j) The Administrative Agent (or its counsel) shall have received a certificate of a
responsible officer of the Borrower relating to the USA Patriot Act; and




          (k) The Administrative Agent shall be reasonably satisfied that, as of the Effective
Date, after giving pro forma effect to the Loans made under this Agreement, the Consolidated
Leverage Ratio of the Borrower and its Subsidiaries will not exceed 3.00 to 1.00.



     Section 7.02 Conditions Precedent to Loans. The obligation of each Lender to make any Loan,
and the Issuing Bank to issue, amend, renew or extend any Letter of Credit, is subject



53









 




to the further conditions precedent that, on the relevant Borrowing Date, Section 7.01(f)(i)
and Section 7.01(f)(ii) shall be true with respect to such Loan, issuance, amendment, renewal or
extension and such Borrowing, issuance, amendment, renewal or extension, as applicable, shall be
deemed to constitute a certification by the Borrower that such statements are true.




ARTICLE VIII

EVENTS OF DEFAULT




     Section 8.01 Events of Default. If one or more of the following events of default (“Events of
Default”) shall occur and be continuing:




          (a) the Borrower shall default in any payment of principal of any Loan or any
reimbursement obligation in respect of any LC Disbursement when and as the same shall become
due and payable, or the Borrower shall default in any payment of interest on any Loan, or in
the payment of any fees or other amounts, when and as the same shall become due and payable,
and such default shall continue for a period of three (3) Business Days;




          (b) any representation or warranty, or certification made by the Borrower herein or any
Subsidiary that is a guarantor under the Guaranty Agreement or any statement or representation
or certification made or deemed to be made pursuant to ARTICLE III, ARTICLE VII or the
Guaranty Agreement shall prove to have been incorrect in any material respect when made;




          (c) the Borrower shall fail to observe or perform any covenant, condition or agreement
contained in Section 4.02(a) or Section 4.04 applicable to it or ARTICLE VI required to be
observed or performed by the Borrower;




          (d) the Borrower shall default in the performance of any other term, condition, covenant
or agreement contained in this Agreement (except as set forth in Section 8.01(a) or Section
8.01(c)) required to be performed by it and such default shall continue unremedied for a
period of thirty (30) days after written notice thereof, specifying such default and requiring
it to be remedied, shall have been received by the Borrower from any Lender;




          (e) the Borrower or any Material Subsidiary shall (i) default in the payment of principal
of any Indebtedness in an aggregate principal amount in excess of $10,000,000 (other than the
Loans) beyond the period of grace, if any, provided in the instrument or agreement under which
such Indebtedness was created as and when the same shall become due and payable whether at
maturity, upon redemption, by declaration or otherwise, or (ii) default in the observance or
performance of any other agreement or condition relating to any such Indebtedness or contained
in any instrument or agreement evidencing, securing or relating thereto, and such default
shall have resulted in such Indebtedness being declared due and payable prior to its stated
maturity;




          (f) the Borrower or any Material Subsidiary shall (i) apply for or consent to the
appointment of, or the taking of possession by, a receiver, custodian, trustee or liquidator
of itself or of its property, (ii) admit in writing its inability to pay its debts as



54









 






such debts become due, (iii) make a general assignment for the benefit of its creditors,
(iv) commence a voluntary case under any Bankruptcy Law, (v) file a petition seeking to take
advantage of any other law providing for similar relief of debtors, or (vi) consent or
acquiesce in writing to any petition duly filed against it in any involuntary case under any
Bankruptcy Law;




          (g) a proceeding or case shall be commenced, without the application or consent of the
Borrower or any Material Subsidiary, in any court of competent jurisdiction seeking (i) its
liquidation, reorganization, dissolution or winding up, or the composition or readjustment of
its debts, (ii) the appointment of a trustee, receiver, custodian, liquidator or the like of
it or of its assets, or (iii) similar relief in respect of it, under any law providing for the
relief of debtors, and such proceeding or case shall continue undismissed, or unstayed and in
effect, for a period of sixty (60) days (or such longer period, so long as the Borrower or any
such Material Subsidiary shall be taking such action in good faith as shall be reasonably
necessary to obtain the timely dismissal or stay of such proceeding or case); or an order for
relief shall be entered in an involuntary case under any applicable Bankruptcy Law, against
the Borrower or any such Subsidiary;




          (h) there is entered against the Borrower or any Material Subsidiary one or more final
non-appealable judgments for the payment of money in an aggregate amount in excess of
$25,000,000 (net of insurance coverage which is reasonably expected to be paid by the
insurer), and the same shall remain undischarged for a period of sixty (60) consecutive days
during which execution shall not be effectively stayed, or any action shall be legally taken
by a judgment creditor to attach or levy upon any assets of the Borrower or any Material
Subsidiary to enforce any such judgment;




          (i) the Loan Documents after delivery thereof shall for any reason, except to the extent
permitted by the terms thereof, cease to be in full force and effect and valid, binding and
enforceable in accordance with their terms against the Borrower or a Guarantor (other than a
Subsidiary that is not a Material Subsidiary) party thereto or shall be repudiated by any of
them, or cease to create a valid and perfected Lien of the priority required thereby on any of
the collateral purported to be covered thereby, except to the extent permitted by the terms of
this Agreement, or the Borrower or any Subsidiary or any of their Affiliates shall so state in
writing.




          (j) an ERISA Event shall have occurred that, when taken together with all other ERISA
Events that have occurred, could reasonably be expected to result in a liability which would
have a Material Adverse Change; or




          (k) any Change of Control shall occur,


then and in each and every case the Majority Lenders, by notice in writing to the Borrower, may
terminate the Commitments of the Lenders hereunder and/or declare the unpaid balance of the Loans
and any other amounts payable hereunder to be forthwith due and payable and thereupon such balance
shall become so due and payable without presentation, protest or further demand or notice of any
kind, all of which are hereby expressly waived; provided that in the case of Section




55









 







8.01(f) or (g) above, the Commitments of the Lenders hereunder shall automatically terminate and
the Loans and any other amounts payable hereunder shall forthwith be due and payable.




ARTICLE IX

THE AGENTS




     Section 9.01 Powers. Each Lender hereby irrevocably appoints and authorizes the
Administrative Agent to act as its agent hereunder. The Administrative Agent shall have and may
exercise such powers hereunder and under any agreement executed and delivered pursuant to the terms
hereof as are specifically delegated to the Administrative Agent by the terms hereof or thereof,
together with such powers as are reasonably incidental thereto. The Administrative Agent shall
have no duties or responsibilities except those expressly set forth in this Agreement, and shall
not by reason of this Agreement have a fiduciary relationship with any Lender.



     Section 9.02 Agent’s Reliance, Etc. Neither the Administrative Agent nor any of its
directors, officers, agents or employees shall be liable for any action taken or omitted to be
taken by any of them hereunder or under any agreement executed and delivered pursuant to the terms
hereof or in connection herewith or therewith except for their own gross negligence or willful
misconduct.



     Section 9.03 No Responsibility for Recitals, Etc. The Administrative Agent shall not be
responsible to the Lenders for any recitals, statements, warranties or representations herein or
under any agreement executed and delivered pursuant to the terms hereof, for the value,
effectiveness, genuineness, enforceability or sufficiency of this Agreement, the Notes or any
agreement executed and delivered pursuant hereto or be bound to ascertain or inquire as to the
performance or observance of any of the terms of this Agreement on the part of the Borrower or of
any of the terms of any such other agreement by any party thereto.



     Section 9.04 Right to Indemnity. The Administrative Agent shall be fully justified in failing
or refusing to take any action hereunder or under any agreement executed and delivered pursuant to
the terms hereof unless it shall first be indemnified (upon requesting such indemnification) to its
satisfaction by the Lenders against any and all liability and expense which it may incur by reason
of taking or continuing to take any such action. The Lenders agree to indemnify the Administrative
Agent, to the extent not reimbursed by the Borrower, under this Agreement, ratably in accordance
with the aggregate Principal Amount of the Loans made by them (or, if no Loans are outstanding,
ratably in accordance with their respective Commitments), for any and all liabilities, obligations,
damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind and
nature whatsoever which may be imposed on, incurred by or asserted against the Administrative Agent
as agent in any way relating to or arising out of this Agreement, the Notes or any other documents
contemplated by or referred to herein or the transactions contemplated hereby (including the costs
and expenses which the Borrower is obligated to pay under this Agreement but excluding, unless an
Event of Default has occurred and is continuing, normal administrative costs and expenses incident
to the performance of its agency duties hereunder) or the enforcement of any of the terms hereof or
thereof or of any such other documents; provided no such liability, obligation, damage, penalty,
action, judgment, suit, cost, expense or disbursement results from the Administrative Agent’s gross
negligence or willful misconduct; provided, however, that, in the event the Administrative



56









 




Agent receives indemnification from the Lenders hereunder with respect to costs and expenses
which the Borrower is obligated to pay under this Agreement, the Administrative Agent shall remit
to the Lenders the amount of such costs and expenses to the extent subsequently paid by the
Borrower, such remittance to be in accordance with the proportionate amount of the indemnification
made by each respective Lender.




     Section 9.05 Action on Instructions of Lenders. The Administrative Agent shall in all cases
be fully protected in acting or refraining from acting hereunder or under any agreement executed
and delivered pursuant to the terms hereof in accordance with written instructions to it signed by
the Majority Lenders, and (subject to Section 9.01) such instructions and any action taken or
failure to act pursuant thereto shall be binding on all of the Lenders.



     Section 9.06 Employment of Agents. The Administrative Agent may employ agents and
attorneys-in-fact and shall not be answerable, except as to money or securities received by them or
their authorized agents, for the default or misconduct of any such agent or attorney-in-fact
selected by it with reasonable care.



     Section 9.07 Reliance on Documents. The Administrative Agent shall be entitled to rely upon
(a) any paper or document believed by it to be genuine and to have been signed or sent by the
proper person or persons, and (b) the opinion of its counsel with respect to legal matters. The
Administrative Agent may deem and treat the payee of any Note as the owner thereof for all purposes
hereof unless and until a notice of the assignment or transfer thereof satisfactory to the
Administrative Agent signed by such payee shall have been filed with the Administrative Agent.



     Section 9.08 Rights as a Lender. With respect to its Commitment and the Loans made by it, the
Administrative Agent shall have the same rights and powers hereunder and under any agreement
executed and delivered pursuant to the terms hereof as any Lender, and may exercise the same as
though it were not the Administrative Agent, and the term “Lender” or “Lenders” shall, unless the
context otherwise indicates, include the Administrative Agent in its capacity as a Lender hereunder
and thereunder. The Administrative Agent and its respective Affiliates may accept deposits from,
lend money to, and generally engage in any kind of banking or trust business with the Borrower, the
Subsidiaries and their respective Affiliates as if it were not the Administrative Agent.



     Section 9.09 Non-Reliance on Agents or other Lenders. Each Lender agrees that it has,
independently and without reliance on the Administrative Agent or on any other Lender, and based on
such documents and information as it has deemed appropriate, made its own credit analysis of the
Borrower and decision to enter into this Agreement and that it will, independently and without
reliance upon any Agent or any other Lender, and based on such documents and information as it
shall deem appropriate at the time, continue to make its own analysis and decisions in taking or
not taking action under this Agreement or the Notes. The Administrative Agent shall not be
required to keep itself informed as to the performance or observance by the Borrower of this
Agreement, the performance or observation by any guarantor under the Guaranty Agreement or any
other document referred to or provided for herein or therein or to inspect the properties or books
of the Borrower or any such party that is a guarantor under the Guaranty Agreement. Except for
notices, reports and other documents expressly required to be furnished to the Lenders by the
Administrative Agent hereunder, the Administrative Agent shall



57









 




have no duty or responsibility to provide any Lender with any credit or other information
concerning the affairs, financial condition or business of the Borrower or which may at any time
come into possession of any Agent or any of their respective Affiliates.




     Section 9.10 Events of Default. If the Administrative Agent receives actual knowledge of an
Event of Default hereunder, such Agent shall promptly inform the Lenders thereof. The
Administrative Agent shall not be deemed to have actual knowledge of an Event of Default hereunder
until it shall have received a written notice from the Borrower or any Lender referring to this
Agreement, describing such Event of Default and stating that such notice is a “Notice of Default.”



     Section 9.11 Successor Agent. Subject to the appointment and acceptance of a successor
Administrative Agent as provided in this paragraph, the Administrative Agent may resign at any time
by notifying the Lenders and the Borrower. Upon any such resignation, the Majority Lenders shall
have the right, in consultation with the Borrower, to appoint a successor. If no successor shall
have been so appointed by the Majority Lenders and shall have accepted such appointment within 30
days after such retiring Administrative Agent gives notice of its resignation, then such retiring
Administrative Agent may, on behalf of the Lenders, appoint a successor Administrative Agent which
shall be a bank with an office in New York, New York, or an Affiliate of any such bank. Upon the
acceptance of its appointment as the Administrative Agent hereunder by a successor, such successor
shall succeed to and become vested with all the rights, powers, privileges and duties of such
retiring Administrative Agent, and the retiring Administrative Agent shall be discharged from its
duties and obligations hereunder. The fees payable by the Borrower to a successor Administrative
Agent shall be the same as those payable to its predecessor unless otherwise agreed between the
Borrower and such successor. After an Administrative Agent’s resignation hereunder, the provisions
of this ARTICLE IX and Section 10.03 shall continue in effect for the benefit of such retiring
Administrative Agent, its sub-agents and their respective Related Parties in respect of any actions
taken or omitted to be taken by any of them while it was acting as the Administrative Agent
hereunder.



     Section 9.12 Arrangers and Other Agents. Nothing contained in this Agreement shall be
construed to impose any obligation or duty whatsoever on any Persons named on the cover of this
Agreement or elsewhere in this Agreement as Arrangers, as Syndication Agents, or as Documentation
Agents, other than those applicable to all Lenders as such.



ARTICLE X

MISCELLANEOUS




     Section 10.01 Notices. Except in the case of notices and other communications expressly
permitted to be given by telephone, all notices and other communications provided for herein shall
be in writing and shall be delivered by hand or overnight courier service, mailed by certified or
registered mail or sent by telecopy, as follows:




          (a) if to the Borrower, to it at 1201 Lake Robbins Drive, The Woodlands, Texas 77380,
Attention of the Senior Vice President and Chief Financial Officer, Facsimile No. (832)
636-0278; messenger delivery to 1201 Lake Robbins Drive, The Woodlands, Texas 77380;



58









 






          (b) if to the Administrative Agent, to Wells Fargo Bank, National Association, Houston
Energy Group, 1000 Louisiana Street, 9th Floor, Houston, Texas 77002, Attention of
Will Rogers, Facsimile No.: (713) 739-1087;




          (c) if to (i) Wells Fargo Bank, National Association, as the Issuing Bank, to it at 1000
Louisiana Street, 9th Floor, Houston, Texas 77002, Attention of Will Rogers;




          (d) if to the Swingline Lender, to it at the address set forth in paragraph (b) above; or




          (e) if to any other Lender, to it at its address (or telecopy number) set forth in its
Administrative Questionnaire.



     Any party hereto may change its address or telecopy number for notices and other
communications hereunder by notice to the other parties hereto. All notices and other
communications given to any party hereto in accordance with the provisions of this Agreement shall
be deemed to have been given on the date of receipt.



     Section 10.02 Waivers; Amendments.




          (a) No failure or delay by the Administrative Agent, the Issuing Bank or any Lender in
exercising any right or power hereunder shall operate as a waiver thereof, nor shall any
single or partial exercise of any such right or power, or any abandonment or discontinuance of
steps to enforce such a right or power, preclude any other or further exercise thereof or the
exercise of any other right or power. The rights and remedies of the Administrative Agent,
the Issuing Bank, and the Lenders hereunder are cumulative and are not exclusive of any rights
or remedies that they would otherwise have. No waiver of any provision of this Agreement or
consent to any departure by the Borrower therefrom shall in any event be effective unless the
same shall be permitted by paragraph (b) of this Section, and then such waiver or consent
shall be effective only in the specific instance and for the purpose for which given. Without
limiting the generality of the foregoing, to the fullest extent permitted by applicable law,
the making of a Loan or issuance of a Letter of Credit shall not be construed as a waiver of
any Event of Default, regardless of whether the Administrative Agent, any Lender or the
Issuing Bank may have had notice or knowledge of such Event of Default at the time.




          (b) Neither this Agreement nor any provision hereof may be waived, amended or modified
except pursuant to an agreement or agreements in writing entered into by the Borrower and the
Majority Lenders or by the Borrower and the Administrative Agent with the consent of the
Majority Lenders; provided that no such agreement shall (i) increase the Commitment of any
Lender without the written consent of such Lender, (ii) reduce any Principal Amount or LC
Disbursement or reduce the rate of interest thereon, or reduce any fees payable hereunder,
without the written consent of each Lender affected thereby, (iii) postpone the scheduled date
of payment of any Principal Amount or LC Disbursement, or any interest thereon, or any fees
payable hereunder, or reduce the amount of, waive or excuse any such payment, or postpone the
scheduled date of expiration of any



59









 






Commitment, without the written consent of each Lender affected thereby, (iv) extend the
expiry date of any Letter of Credit beyond the then scheduled Revolving Commitment Termination
Date without the written consent of each Lender, (v) change Section 2.13(a) or Section 2.13(c)
in a manner that would alter the pro rata sharing of payments required thereby, without the
written consent of each Lender, (vi) change Section 7.01, without the consent of each Lender,
(vii) release any Guarantor (except as set forth in Section 4.06 and the Guaranty Agreement)
or (viii) change any of the provisions of this Section or the definition of “Majority Lenders”
or any other provision hereof specifying the number or percentage of Lenders required to
waive, amend or modify any rights hereunder or make any determination or grant any consent
hereunder, without the written consent of each Lender; provided further that no such agreement
shall amend, modify or otherwise affect the rights or duties of the Administrative Agent, the
Issuing Bank or the Swingline Lender hereunder without the prior written consent of the
Administrative Agent, the Issuing Bank or the Swingline Lender.



     Section 10.03 Expenses; Indemnity; Damage Waiver.




          (a) The Borrower shall pay (i) all reasonable out-of-pocket expenses incurred by the
Administrative Agent and its Affiliates, including the reasonable fees, charges and
disbursements of counsel for the Administrative Agent, in connection with the syndication
(prior to the date hereof) of the credit facilities provided for herein, the preparation,
execution, delivery and administration of this Agreement or any amendments, modifications or
waivers of the provisions hereof (whether or not the transactions contemplated hereby or
thereby shall be consummated but subject to the cap on legal expenses agreed with the
Administrative Agent), (ii) all reasonable out-of-pocket expenses incurred by the Issuing Bank
in connection with the issuance, amendment, renewal or extension of any Letter of Credit or
any demand for payment thereunder and (iii) all reasonable out-of-pocket expenses incurred by
the Administrative Agent, the Issuing Bank or any Lender, including the fees, charges and
disbursements of any counsel for the Administrative Agent, the Issuing Bank or any Lender, in
connection with the enforcement or protection of its rights in connection with this Agreement,
including its rights under this Section, or in connection with the Loans made or Letters of
Credit issued hereunder, including all such reasonable out-of-pocket expenses incurred during
any workout, restructuring or negotiations in respect of such Loans or Letters of Credit.
Notwithstanding anything to the contrary, the Borrower shall not have any obligation to pay
the fees or expenses of any Lender or the Administrative Agent in connection with any
assignment of, or the grant of any participation in, any rights of a Lender under or in
connection with this Agreement; provided that the provisions of this sentence shall not apply
to any Lender substituted for a Defaulting Lender pursuant to Section 10.13 (b) and (c).




          (b) The Borrower shall indemnify the Administrative Agent, the Issuing Bank, the
Swingline Lender, and each Lender, and each Related Party of any of the foregoing Persons
(each such Person being called an “Indemnitee”) against, and hold each Indemnitee harmless
from, any and all losses, penalties, claims, damages, liabilities and related expenses,
including the fees, charges and disbursements of any counsel for any Indemnitee, incurred by
or asserted against any Indemnitee arising out of, in connection with, or as a result of (i)
the execution or delivery of this Agreement or any agreement or



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instrument contemplated hereby, the performance by the parties hereto of their respective
obligations hereunder or the consummation of the Transactions or any other transactions
contemplated hereby, (ii) any Loan or Letter of Credit or the use of the proceeds therefrom
(including any refusal by the Issuing Bank 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), (iii) any actual or alleged presence or release of
hazardous materials on or from any property owned or operated by the Borrower or any
Subsidiary, or any environmental liability related in any way to the Borrower or any
Subsidiary, or (iv) any actual or prospective claim, litigation, investigation or proceeding
relating to any of the foregoing, whether based on contract, tort or any other theory and
regardless of whether any Indemnitee is a party thereto; provided that such indemnity shall
not, as to any Indemnitee, be available to the extent that such losses, penalties, claims,
damages, liabilities or related expenses either (i) did not result directly or indirectly from
the action or inaction of the Borrower or any Subsidiary, or (ii) resulted from the gross
negligence, unlawful conduct or willful misconduct of such Indemnitee.




          (c) To the extent that the Borrower fails to pay any amount required to be paid by them
to the Administrative Agent, the Issuing Bank or the Swingline Lender under paragraph (a) or
(b) of this Section, each Lender severally agrees to pay to the Administrative Agent, the
Issuing Bank or the Swingline Lender, 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 or asserted
against such Administrative Agent, the Issuing Bank or the Swingline Lender in its capacity as
such.




          (d) All amounts due under this Section shall be payable promptly after written demand
therefor together with a copy of the invoice(s) or other documentation setting forth in
reasonable detail the amount demanded and the matter(s) to which it relates.



     Section 10.04 Successors 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 (including any
Affiliate of the Issuing Bank that issues any Letter of Credit), except that (i) the Borrower
may not assign or otherwise transfer any of its rights or obligations hereunder except with
the prior written consent of each Lender (and any attempted assignment or transfer by the
Borrower without such consent shall be null and void) and (ii) no Lender may assign or
otherwise transfer its rights or obligations hereunder except in accordance with this Section.
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
(including any Affiliate of the Issuing Bank that issues any Letter of Credit), Participants
(to the extent provided in paragraph (c) of this Section) and, to the extent expressly
contemplated hereby, the Related Parties of the Administrative Agent, the Issuing Bank and the
Lenders) any legal or equitable right, remedy or claim under or by reason of this Agreement.



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          (b) (i) Subject to the conditions set forth in paragraph (b)(ii) below, any Lender may
assign to one or more assignees (other than the Borrower or its Affiliates) all or a portion
of its rights and obligations under this Agreement (including all or a portion of its
Commitment and the Loans at the time owing to it) with the prior written consent (such consent
not to be unreasonably withheld or delayed) of:




          (A) the Borrower, provided that no consent of the Borrower shall be required
for an assignment to a Lender, an Affiliate of a Lender or, if an Event of Default
under Section 8.01(a), (b), (g), (h) or (i) has occurred and is continuing, any
other assignee; and




          (B) the Administrative Agent and the Issuing Bank, provided that no consent of
the Administrative Agent or the Issuing Bank shall be required for an assignment of
any Revolving Commitment to an assignee that is a Lender with a Commitment
immediately prior to giving effect to such assignment or an Affiliate of a Lender.




          (ii) Assignments shall be subject to the following additional conditions:




          (A) except in the case of an assignment to a Lender or an Affiliate of a Lender
or an assignment of the entire remaining amount of the assigning Lender’s Commitment
or Loans, the amount of the Commitment or Loans of the assigning Lender 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) shall not be
less than $10,000,000 unless each of the Borrower and the Administrative Agent
otherwise consent, provided that no such consent of the Borrower shall be required
if an Event of Default under Section 8.01(a), (b), (g), (h) or (i) has occurred and
is continuing;




          (B) 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 and,
unless each of the Borrower and the Administrative Agent otherwise consent, shall
result in the assigning Lender having no less than $10,000,000 in Commitments and
Loans after giving effect to such assignment;




          (C) 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; and




          (D) the assignee, if it shall not be a Lender, shall deliver to the
Administrative Agent an Administrative Questionnaire.




          (iii) Subject to acceptance and recording thereof pursuant to paragraph (b)(v) of this
Section, from and after the effective date specified in each Assignment and Assumption the
assignee thereunder shall be a party hereto 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



62









 






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 Section
2.14, Section 2.16, Section 2.21 and Section 10.03). Any assignment or transfer by a Lender
of rights or obligations under this Agreement that does not comply with this Section 10.04
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 paragraph (c) of this Section.




          (iv) The Administrative Agent, acting for this purpose as an agent of the Borrower,
shall maintain 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 Commitment of, and
principal amount of the Loans and LC Disbursements owing to, each Lender pursuant to the
terms hereof from time to time (the “Register”). The entries in the Register shall be prima
facie evidence of the existence and amounts of the obligations recorded therein, and the
Borrower, the Administrative Agent, the Issuing Bank 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, the Issuing Bank and any Lender, at any
reasonable time and from time to time upon reasonable prior notice.




          (v) Upon its receipt of a duly completed Assignment and Assumption executed by an
assigning Lender and an assignee, the assignee’s completed Administrative Questionnaire
(unless the assignee shall already be a Lender hereunder), the processing and recordation
fee referred to in paragraph (b)(ii)(C) of this Section and any written consent to such
assignment required by paragraph (b)(i) of this Section and upon satisfaction of the
additional conditions set forth in paragraph (b)(ii) of this Section, the Administrative
Agent shall accept such Assignment and Assumption and record the information contained
therein in the Register maintained at the New York office of the Administrative Agent. No
assignment shall be effective for purposes of this Agreement unless it has been recorded in
the applicable Register as provided in this paragraph.




          (c) (i) Any Lender may, without the consent of the Borrower, the Administrative Agent or
the Issuing Bank, sell participations to one or more banks or other entities other than the
Borrower or its Affiliates (a “Participant”) in all or a portion of such Lender’s rights and
obligations under this Agreement (including all or a portion of its Commitment and the Loans
owing to it); provided that (A) such Lender’s obligations under this Agreement shall remain
unchanged, (B) such Lender shall remain solely responsible to the other parties hereto for the
performance of such obligations and (C) the Borrower, the Administrative Agent, the Issuing
Bank and the other Lenders shall continue to deal solely and directly with such 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



63









 






not, without the consent of the Participant, agree to any amendment, modification or
waiver described in the first proviso to Section 10.02(b) that affects such Participant.
Subject to paragraph (c)(ii) of this Section, the Borrower agrees that each Participant shall
be entitled to the benefits of Section 2.14, Section 2.16 and Section 2.21 to the same extent
as if it were a Lender and had acquired its interest by assignment pursuant to paragraph (b)
of this Section. Notwithstanding anything to the contrary, unless otherwise contractually
agreed, no Participant shall be entitled to the benefits of Section 10.08 as though it were a
Lender.



     (ii) A Participant shall not be entitled to receive any greater payment under Section 2.14 or
Section 2.16 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 2.16 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 2.16(e) and Section 2.16(g) as though it were a Lender.




          (d) Any Lender may at any time pledge or assign a security interest in all or any portion of
its rights under this Agreement to secure obligations of such Lender, including any pledge or
assignment to secure obligations to a Federal Reserve Bank in accordance with Regulation A of the
Board, and to a trustee for the benefit of holders of debt securities issued by such Lender, and
this Section shall not apply to any such pledge or assignment of a security interest; provided that
no such pledge or assignment of a security interest shall release a Lender from any of its
obligations hereunder or substitute any such pledgee or assignee for such Lender as a party hereto.



     Section 10.05 Survival. All covenants, agreements, representations and warranties made by the
Borrower herein and in the certificates or other instruments delivered in connection with or
pursuant to this Agreement shall be considered to have been relied upon by the other parties hereto
and shall survive the execution and delivery of this Agreement and the making of any Loans and
issuance of any Letters of Credit, regardless of any investigation made by any such other party or
on its behalf and notwithstanding that the Administrative Agent, the Issuing Bank or any Lender may
have had notice or knowledge of any Event of Default or incorrect representation or warranty at the
time any credit is extended hereunder, and shall continue in full force and effect as long as the
principal of or any accrued interest on any Loan or any fee or any other amount payable under this
Agreement is outstanding and unpaid or any Letter of Credit is outstanding and so long as the
Commitments have not expired or terminated. The provisions of Section 2.14, Section 2.16, Section
2.21, Section 2.22, Section 10.03, this Section 10.05, and ARTICLE IX shall survive and remain in
full force and effect regardless of the consummation of the transactions contemplated hereby, the
repayment of the Loans, the expiration or termination of the Letters of Credit and the Commitments
or the termination of this Agreement or any other provision hereof.



     Section 10.06 Counterparts; Integration; Effectiveness. This Agreement may be executed in
counterparts (and by different parties hereto on different counterparts), each of which shall
constitute an original, but all of which when taken together shall constitute a single contract.
This Agreement, the other Loan Documents and any separate letter agreements with



64









 




respect to fees payable to the Administrative Agent constitute the entire contract among the
parties relating to the subject matter hereof and supersede any and all previous agreements and
understandings, oral or written, relating to the subject matter hereof. Except as provided in
Section 7.01, this Agreement shall become effective when it shall have been executed by the
Administrative Agent and when the Administrative Agent shall have received counterparts hereof
which, when taken together, bear the signatures of each of the other parties hereto, and thereafter
shall be binding upon and inure to the benefit of the parties hereto and their respective
successors and assigns. Delivery of an executed counterpart of a signature page of this Agreement
by telecopy shall be effective as delivery of a manually executed counterpart of this Agreement.




     Section 10.07 Severability. Any provision of this Agreement held to be invalid, illegal or
unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of
such invalidity, illegality or unenforceability without affecting the validity, legality and
enforceability of the remaining provisions hereof; and the invalidity of a particular provision in
a particular jurisdiction shall not invalidate such provision in any other jurisdiction.



     Section 10.08 Right of Setoff. If (a) an Event of Default shall have occurred and be
continuing, and (b) the principal of the Loans has been accelerated each Lender is hereby
authorized at any time and from time to time, 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 and other obligations at any time owing by such Lender to or for the credit or the
account of the Borrower against any of and all the obligations of the Borrower now or hereafter
existing under this Agreement held by such Lender, irrespective of whether or not such Lender shall
have made any demand under this Agreement and although such obligations may be unmatured. The
rights of each Lender under this Section are in addition to other rights and remedies (including
other rights of setoff) which such Lender may have. Any Lender exercising a right of set off under
this Section 10.08 shall promptly notify the Administrative Agent of such action.



     Section 10.09 Governing Law; Jurisdiction; Consent to Service of Process.




          (a) THIS AGREEMENT AND THE NOTES SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY
THE LAW OF THE STATE OF NEW YORK.




          (b) Each party hereto hereby irrevocably and unconditionally submits, for itself and its
property, to the nonexclusive jurisdiction of the courts of the Supreme Court of the State of
New York, sitting in New York County and of the United States District Court of the Southern
District of New York, and any appellate court from either thereof, in any action or proceeding
arising out of or relating to this Agreement, the Notes, or the other Loan Documents, or for
recognition or enforcement of any judgment, and each of the parties hereto hereby irrevocably
and unconditionally agrees that all claims in respect of any such action or proceeding may be
heard and determined in such New York State court or, to the extent permitted by law, in such
Federal court. Each of the parties hereto agrees that a final judgment in any such action or
proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the
judgment or in any other manner provided by law. Nothing in this Agreement or any other Loan
Document shall affect any



65









 






right that the Administrative Agent, any of the other agents, the Issuing Bank or any
Lender may otherwise have to bring any action or proceeding relating to this Agreement against
the Borrower or its properties in the courts of any jurisdiction.




          (c) Each party to this Agreement irrevocably consents to service of process in the manner
provided for notices in Section 10.01. Nothing in this Agreement will affect the right of any
party to this Agreement to serve process in any other manner permitted by law.



     Section 10.10 WAIVER OF JURY TRIAL. EACH PARTY HERETO HEREBY WAIVES, TO THE FULLEST EXTENT
PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING
DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THE LOAN DOCUMENTS OR THE TRANSACTIONS
CONTEMPLATED HEREBY (WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY). EACH PARTY HERETO (a)
CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY
OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE
FOREGOING WAIVER AND (b) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO
ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS
SECTION.



     Section 10.11 Headings. Article and Section headings and the Table of Contents used herein
are for convenience of reference only, are not part of this Agreement and shall not affect the
construction of, or be taken into consideration in interpreting, this Agreement.



     Section 10.12 Confidentiality. The Administrative Agent, the Issuing Bank 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 who have a reason to use such
Information in connection with the administration of this Agreement (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 and will agree to use the
Information solely for the purpose of such administration), (b) to the extent requested by any
regulatory authority or any self-regulatory body having authority to regulate or oversee any aspect
of any Lender’s (or any Affiliate of such Lender) business or property, (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 any
assignee of or Participant in, or any prospective assignee of or Participant in, any of its rights
or obligations under this Agreement, or to any counterparty (or its advisor) to any swap,
securitization, or derivative transaction referencing or involving any of its rights or obligations
under this Agreement, (g) with the consent of the Borrower, or (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, the Issuing Bank, or any Lender on a non-confidential



66









 




basis from a source other than the Borrower or any of its Affiliates. For the purposes of
this Section, “Information” means all information received from the Borrower relating to the
Borrower or its business, other than any such information that is available to the Administrative
Agent, the Issuing Bank, or any Lender on a non-confidential basis prior to disclosure by the
Borrower; provided that, in the case of information received from the Borrower after the date
hereof, such information is clearly identified 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.




     Section 10.13 Termination and Substitution of Lender.




          (a) If (i) the obligation of any Lender to make Eurodollar Loans or continue Loans as
Eurodollar Loans has been suspended pursuant to Section 2.15 or (ii) any Lender has demanded
compensation under Section 2.14 or Section 2.16, then the Borrower may, upon three Business
Days’ notice to such Lender through the Administrative Agent, prepay in full all of the
outstanding Loans of such Lender, or its assignee, together with accrued interest thereon to
the date of prepayment and all other amounts payable hereunder to such Lender accrued to the
date of prepayment, and concurrently therewith terminate this Agreement with respect to such
Lender by giving notice of such termination to the Administrative Agent and such Lender.




          (b) So long as no Default or Event of Default has occurred and is continuing, if any
Lender shall become a Defaulting Lender, the Borrower may, in its sole discretion and without
prejudice to any right or remedy that the Borrower may have against such Defaulting Lender
with respect to, on account of, arising from or relating to any event pursuant to which such
Lender shall be a Defaulting Lender, upon notice to such Defaulting Lender and the
Administrative Agent, (i) if at such time there are no Loans or LC Exposure of such Defaulting
Lender outstanding, terminate this Agreement with respect to such Defaulting Lender, or (ii)
if at such time such Defaulting Lender shall have Credit Exposure outstanding, either (A)
terminate any Commitment of such Lender in excess (any such excess being the “Excess
Commitment”) of such Credit Exposure and leave any Loans or LC Exposure of such Defaulting
Lender in place for payment or satisfaction in the ordinary course in accordance with the
other provisions of this Agreement (in which case the total Commitments hereunder shall be
immediately reduced by the amount of such Defaulting Lender’s Excess Commitment and thereafter
reduced as such Credit Exposure is paid or satisfied) or (B) subject to obtaining a substitute
lender or lenders to assume the Commitment of such Defaulting Lender pursuant to subsection
(c) below, terminate this Agreement with respect to such Defaulting Lender and prepay in full
the outstanding Loans of such Defaulting Lender together with accrued interest to the date of
prepayment, provided that the provisions of Section 2.19 shall not apply to any such
prepayment.




          (c) If the Borrower elects to terminate this Agreement with respect to any Lender under
Section 10.13(b)(ii)(B), the Borrower shall cooperate in good faith with the Administrative
Agent, to seek a mutually satisfactory substitute lender or lenders



67









 






(which may be one or more of the Lenders) to assume the Commitment of such relevant
Lender and until a substitute lender (or lenders) has been found and documents reasonably
acceptable to each of the substitute lender or lenders, the Administrative Agent and the
Borrower have been executed to provide for the assignment of the rights and obligations of the
Defaulting Lender to the substitute lender or lenders in accordance with Section 10.04, the
total Commitments hereunder shall be reduced by an amount equal to such terminated Lender’s
Commitment. If the Borrower elect to terminate this Agreement with respect to any Lender
under the first sentence of Section 10.13(a)(i) or (ii) or (iii) or this Agreement is
automatically terminated as to such Lender under the second sentence of Section 10.13(a), the
total Commitments hereunder shall be reduced by an amount equal to such terminated Lender’s
Commitment.




          (d) To the extent any Letter of Credit is outstanding as of the date this Agreement is
terminated as to any Lender under Section 10.13(a) or (b) above, each continuing Lender shall
be deemed to have acquired, and each terminated Lender shall be deemed to transferred, such
portions of the existing participations in such Letter of Credit as shall cause the
participations therein of all Lenders to be pro rata in accordance with the Applicable
Percentages of all Lenders on such date (after giving effect to the termination of the
Commitments of the terminated Lenders; provided that no Lender’s Commitment may be increased
as a result thereof without such Lender’s consent given in accordance with Section 2.09).



     Section 10.14 USA Patriot Act Notice. Each Lender hereby notifies the Borrower that pursuant
to the requirements of the USA Patriot Act (Title III of Pub. L. 107-56 (signed into law October
26, 2001)) (the “USA Patriot Act”), it is required to obtain, verify and record information that
identifies the Borrower and its Subsidiaries, which information includes the name and address of
the Borrower and such Subsidiaries and other information that will allow such Lender to identify
the Borrower and such Subsidiaries in accordance with the USA Patriot Act.



[SIGNATURES BEGIN ON NEXT PAGE]





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



BORROWER:




	 	 	 	 	 
	 	WESTERN GAS PARTNERS, LP

 	 
	 	By:  	Western Gas Holdings, LLC,
 	 
	 	 	its general partner 	 
	 	 	 	 
	 
	 	 	 
	 	By:  	                           /s/ Robert G. Gwin
 	 
	 	 	Name:  	Robert G. Gwin 	 
	 	 	Title:  	Chairman of the Board and
Chief Executive Officer 	 
	 



[Signature Page — $350,000,000 Revolving Credit Agreement]





 









 





ADMINISTRATIVE AGENT:




	 	 	 	 	 
	 	WELLS FARGO BANK, NATIONAL ASSOCIATION

 	 
	 	By:  	/s/ Christina Faith
 	 
	 	 	Name:  	Christina Faith 	 
	 	 	Title:  	Vice President 	 
	 



[Signature Page — $350,000,000 Revolving Credit Agreement]





 









 





SYNDICATION AGENT:




	 	 	 	 	 
	 	BANK OF AMERICA, N.A.

 	 
	 	By:  	/s/ Gabe Gomez
 	 
	 	 	Name:  	Gabe Gomez 	 
	 	 	Title:  	Vice President 	 
	 



[Signature Page — $350,000,000 Revolving Credit Agreement]





 









 





SYNDICATION AGENT:




	 	 	 	 	 
	 	DNB NOR BANK ASA, NEW YORK BRANCH

 	 
	 	By:  	/s/ Philip F. Kurpiewski
 	 
	 	 	Name:  	Philip F. Kurpiewski 	 
	 	 	Title:  	Senior Vice President 	 
	 
	 	 	 
	 	By:  	                           /s/ Marcus Wendehog
 	 
	 	 	Name:  	Marcus Wendehog 	 
	 	 	Title:  	First Vice President
Associate General Counsel (Americas) 	 
	 



[Signature Page — $350,000,000 Revolving Credit Agreement]





 









 





DOCUMENTATION AGENT:




	 	 	 	 	 
	 	THE BANK OF NOVA SCOTIA

 	 
	 	By:  	/s/ Andrew Ostrov
 	 
	 	 	Name:  	Andrew Ostrov 	 
	 	 	Title:  	Director 	 
	 



[Signature Page — $350,000,000 Revolving Credit Agreement]





 









 





DOCUMENTATION AGENT:




	 	 	 	 	 
	 	BNP PARIBAS

 	 
	 	By:  	                           /s/ Russell Otts
 	 
	 	 	Name:  	Russell Otts 	 
	 	 	Title:  	Director 	 
	 
	 	 	 
	 	By:  	                           /s/ Gregory E. George
 	 
	 	 	Name:  	Gregory E. George 	 
	 	 	Title:  	Managing Director 	 
	 



[Signature Page — $350,000,000 Revolving Credit Agreement]





 









 





LENDER:




	 	 	 	 	 
	 	WELLS FARGO BANK, NATIONAL ASSOCIATION

 	 
	 	By:  	/s/ Christina Faith
 	 
	 	 	Name:  	Christina Faith 	 
	 	 	Title:  	Vice President 	 
	 



[Signature Page — $350,000,000 Revolving Credit Agreement]





 









 





LENDER:




	 	 	 	 	 
	 	BANK OF AMERICA, N.A.

 	 
	 	By:  	/s/ Gabe Gomez
 	 
	 	 	Name:  	Gabe Gomez 	 
	 	 	Title:  	Vice President 	 
	 



[Signature Page — $350,000,000 Revolving Credit Agreement]





 









 





LENDER:




	 	 	 	 	 
	 	DNB NOR BANK ASA, NEW YORK BRANCH

 	 
	 	By:  	/s/ Sanjiv Nayar
 	 
	 	 	Name:  	Sanjiv Nayar 	 
	 	 	Title:  	Senior Vice President 	 
	 
	 	 	 
	 	By:  	                          /s/ Stian Lovseth
 	 
	 	 	Name:  	Stian Lovseth 	 
	 	 	Title:  	Vice President 	 
	 



[Signature Page — $350,000,000 Revolving Credit Agreement]





 









 





LENDER:




	 	 	 	 	 
	 	THE BANK OF NOVA SCOTIA

 	 
	 	By:  	/s/ Michael Roberts
 	 
	 	 	Name:  	Michael Roberts 	 
	 	 	Title:  	Director 	 
	 



[Signature Page — $350,000,000 Revolving Credit Agreement]





 









 





LENDER:




	 	 	 	 	 
	 	BNP PARIBAS

 	 
	 	By:  	/s/ Russell Otts
 	 
	 	 	Name:  	Russell Otts 	 
	 	 	Title:  	Director 	 
	 
	 	 	 
	 	By:  	                          /s/ Gregory E. George
 	 
	 	 	Name:  	Gregory E. George 	 
	 	 	Title:  	Managing Director 	 
	 



[Signature Page — $350,000,000 Revolving Credit Agreement]





 









 





LENDER:




	 	 	 	 	 
	 	BANK OF MONTREAL

 	 
	 	By:  	/s/ James V. Ducote
 	 
	 	 	Name:  	James V. Ducote 	 
	 	 	Title:  	Director 	 
	 



[Signature Page — $350,000,000 Revolving Credit Agreement]





 









 





LENDER:




	 	 	 	 	 
	 	BARCLAYS BANK PLC

 	 
	 	By:  	/s/  Nicholas Bell
 	 
	 	 	Name:  	Nicholas Bell 	 
	 	 	Title:  	Director 	 
	 



[Signature Page — $350,000,000 Revolving Credit Agreement]





 









 





LENDER:




	 	 	 	 	 
	 	DEUTSCHE BANK AG NEW YORK BRANCH

 	 
	 	By:  	/s/ Rainer Meier
 	 
	 	 	Name:  	Rainer Meier 	 
	 	 	Title:  	Director 	 
	 
	 	 	 
	 	By:  	                          /s/ Hans-Josef Thiele
 	 
	 	 	Name:  	Hans-Josef Thiele 	 
	 	 	Title:  	Director 	 
	 



[Signature Page — $350,000,000 Revolving Credit Agreement]





 









 





LENDER:




	 	 	 	 	 
	 	ROYAL BANK OF CANADA

 	 
	 	By:  	/s/ Jay T. Sartain
 	 
	 	 	Name:  	Jay T. Sartain 	 
	 	 	Title:  	Authorized Signatory 	 
	 



[Signature Page — $350,000,000 Revolving Credit Agreement]





 









 





LENDER:




	 	 	 	 	 
	 	UBS LOAN FINANCE LLC

 	 
	 	By:  	/s/ Irja R. Otsa
 	 
	 	 	Name:  	Irja R. Otsa 	 
	 	 	Title:  	Associate Director 	 
	 
	 	 	 
	 	By:  	                          /s/ Mary E. Evans
 	 
	 	 	Name:  	Mary E. Evans 	 
	 	 	Title:  	Associate Director 	 
	 



[Signature Page — $350,000,000 Revolving Credit Agreement]





 









 





LENDER:




	 	 	 	 	 
	 	NATIXIS

 	 
	 	By:  	/s/ Louis P. Laville
 	 
	 	 	Name:  	Louis P. Laville 	 
	 	 	Title:  	Managing Director 	 
	 
	 	 	 
	 	By:  	                          /s/ Liana Tchernysheva
 	 
	 	 	Name:  	Liana Tchernysheva 	 
	 	 	Title:  	Director 	 
	 



[Signature Page — $350,000,000 Revolving Credit Agreement]





 









 





LENDER:




	 	 	 	 	 
	 	SOCIETE GENERALE

 	 
	 	By:  	/s/ Kevin C. Joyce
 	 
	 	 	Name:  	Kevin C. Joyce 	 
	 	 	Title:  	Vice President 	 
	 



[Signature Page — $350,000,000 Revolving Credit Agreement]





 









 





LENDER:




	 	 	 	 	 
	 	CITIBANK, N.A.

 	 
	 	By:  	/s/ Lawrence Martin
 	 
	 	 	Name:  	Lawrence Martin 	 
	 	 	Title:  	Vice President 	 
	 



[Signature Page — $350,000,000 Revolving Credit Agreement]





 












 





ANNEX I




LIST OF COMMITMENTS




	 	 	 	 	 	 	 	 	 
	 	 	Initial Amount of	 	 	Percentage of	 
	Lenders	 	Commitment	 	 	Commitment	 
	Wells Fargo Bank, National Association
	 	$	30,000,000	 	 	 	8.60	%
	Bank of America, N.A.
	 	$	30,000,000	 	 	 	8.60	%
	DNB Nor Bank ASA, New York Branch
	 	$	30,000,000	 	 	 	8.60	%
	The Bank of Nova Scotia
	 	$	27,500,000	 	 	 	7.90	%
	BNP Paribas
	 	$	27,500,000	 	 	 	7.90	%
	Bank of Montreal
	 	$	27,500,000	 	 	 	7.90	%
	Barclays Bank PLC
	 	$	27,500,000	 	 	 	7.90	%
	Deutsche Bank AG New York Branch
	 	$	27,500,000	 	 	 	7.90	%
	Royal Bank of Canada
	 	$	27,500,000	 	 	 	7.90	%
	 
	 	 	 	 	 	 
	UBS Loan Finance LLC
	 	$	27,500,000	 	 	 	7.90	%
	 
	 	 	 	 	 	 
	Natixis
	 	$	22,500,000	 	 	 	6.40	%
	 
	 	 	 	 	 	 
	Societe Generale
	 	$	22,500,000	 	 	 	6.40	%
	 
	 	 	 	 	 	 
	Citibank, N.A.
	 	$	22,500,000	 	 	 	6.40	%
	 
	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	Totals
	 	$	350,000,000	 	 	 	100.000	%






Annex I-1

Commitments





 









 








SCHEDULE I


PRICING SCHEDULE



Prior to Borrower obtaining a rating on its senior unsecured non-credit enhanced publicly held
indebtedness of BBB-/Baa3 or higher from S&P, Moody’s or Fitch and a rating not less than BB+/Ba1
from at least one other such agency, pricing shall be based upon the Consolidated Leverage Ratio as
follows:




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	Facility	 	Eurodollar	 	Base Rate	 	Drawn Pricing
	Level	 	Consolidated Leverage Ratio	 	Fee	 	Margin	 	Margin	 	(LIBOR)
	 	I	 	 	Less than 2.50 to 1.00
	 	 	0.375	%	 	 	2.375	%	 	 	1.375	%	 	 	2.750	%
	II	 	Greater than or equal to
2.50 to 1.00 but less than
3.00 to 1.00
	 	 	0.500	%	 	 	2.500	%	 	 	1.500	%	 	 	3.000	%
	III	 	Greater than or equal to
3.00 to 1.00 but less than
4.00 to 1.00
	 	 	0.500	%	 	 	3.000	%	 	 	2.000	%	 	 	3.500	%
	IV	 	Greater than or equal to
4.00 to 1.00
	 	 	0.750	%	 	 	3.250	%	 	 	2.250	%	 	 	4.000	%





The applicable interest Margins and the Facility Fee shall be based on Level II of the Pricing
Grid until the first calculation date following the receipt by the Administrative Agent and the
Lenders of the financial information and related compliance certificate for the first full fiscal
quarter ending after the Effective Date.



On and after the date on which the Borrower obtains such ratings, pricing shall be based upon the
Borrower’s rating on its senior unsecured non-credit enhanced publicly held indebtedness as
follows:




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Senior Unsecured	 	 	 	 	 	Eurodollar	 	Base Rate	 	Drawn Pricing
	Debt Rating	 	Facility Fee	 	Margin	 	Margin	 	(LIBOR)
	≥ BBB+ / Baa1
	 	 	0.375	%	 	 	2.375	%	 	 	1.375	%	 	 	2.750	%
	BBB / Baa2
	 	 	0.500	%	 	 	2.375	%	 	 	1.375	%	 	 	2.875	%
	BBB- / Baa3
	 	 	0.500	%	 	 	2.500	%	 	 	1.500	%	 	 	3.000	%
	< BBB- / Baa3
	 	 	0.750	%	 	 	3.250	%	 	 	2.250	%	 	 	4.000	%






Schedule I

Pricing Schedule








 









 







If there are at least two ratings from S&P, Moody’s or Fitch, then if the highest and lowest
ratings are different by one notch, the highest rating will govern and if there is a two notch or
greater difference between the highest and the lowest rating, then the governing rating will be
one level better than the lowest rating. If the Borrower ceases to have senior unsecured
non-credit enhanced publicly held indebtedness which is rated by at least two of S&P, Moody’s and
Fitch, then from and after the date on which the Borrower ceases to have such indebtedness so
rated, pricing shall be based on the first table in this pricing schedule.




Schedule I

Pricing Schedule





 









 








SCHEDULE II




SUBSIDIARIES




Anadarko Gathering Company, LLC

      a Delaware limited liability company,




MIGC, LLC

      a Delaware limited liability company,




Pinnacle Gas Treating, LLC

      a Texas limited liability company,




Western Gas Operating, LLC

      a Delaware limited liability company,




Western Gas Partners Finance Corporation,

      a Delaware corporation




Western Gas Wyoming LLC

      a Wyoming limited liability company,




WGR Operating, LP

      a Delaware limited partnership,




Schedule II

Subsidiaries





 









 








SCHEDULE III




SWINGLINE LOAN RATE CALCULATION



The rate of interest for a Swingline Loan shall be (a) the offer rate for Federal funds appearing
on the Bloomberg Professional Service website (BTMM page) (or any successor to or substitute for
such service, providing rate quotations comparable to those currently provided on such service, as
determined by the Administrative Agent from time to time for purposes of providing quotations of
the offer rates applicable to Federal funds for a term of one (1) Business Day) on the date the
Swingline Loan is funded at the time reviewed by the Administrative Agent for purposes of quoting a
rate to the Borrower for such Swingline Loan (or, if the Administrative Agent fails so to review
such page on such date, at 5:00 p.m., New York City time, on such date) plus (b) the
applicable Eurodollar Margin. In the event that part (a) of such rate is not available at any time
on such date for any reason, then part (a) of such rate will be the rate most recently available on
such page unless another rate shall be agreed to between the Administrative Agent and the
Applicable Borrower. The Borrower understands and agrees that the rate quoted from Bloomberg
Professional Service is a real-time rate that changes from time to time. The rate quoted by the
Administrative Agent and used for the purpose of setting the interest rate for a Swingline Loan
will be the rate on the screen of the Administrative Agent at the time of setting the rate and will
not be an average or composite of rates for that day.




Schedule III

Swingline Loan Rate Calculation





 









 








SCHEDULE IV




AFFILIATE AGREEMENTS





	1.	 	Contribution, Conveyance and Assumption Agreement by and among Western Gas Partners,
LP, Western Gas Holdings, LLC, Anadarko Petroleum Corporation, WGR Holdings, LLC, Western
Gas Resources, Inc., WGR Asset Holding Company LLC, Western Gas Operating, LLC and WGR
Operating, LP, dated as of May 14, 2008.
	 
	2.	 	Contribution Agreement, dated as of November 11, 2008, by and among Western Gas
Resources, Inc., WGR Asset Holding Company LLC, WGR Holdings, LLC, Western Gas Holdings,
LLC, Western Gas Partners, LP, Western Gas Operating, LLC and WGR Operating, LP.
	 
	3.	 	Contribution Agreement, dated as of July 10, 2009, by and among Western Gas Resources,
Inc., WGR Asset Holding Company LLC, Anadarko Uintah Midstream, LLC, WGR Holdings, LLC,
Western Gas Holdings, LLC, WES GP, Inc., Western Gas Partners, LP, Western Gas Operating,
LLC and WGR Operating, LP.
	 
	4.	 	First Amended and Restated Agreement of Limited Partnership of Western Gas Partners,
LP, dated May 14, 2008.
	 
	5.	 	Amendment No. 1 to First Amended and Restated Agreement of Limited Partnership of
Western Gas Partners, LP, dated as of December 19, 2008.
	 
	6.	 	Amendment No. 2 to First Amended and Restated Agreement of Limited Partnership of
Western Gas Partners, LP, dated as of April 15, 2009.
	 
	7.	 	Amendment No. 3 to First Amended and Restated Agreement of Limited Partnership of
Western Gas Partners, LP dated July 22, 2009.
	 
	8.	 	Amended and Restated Limited Liability Company Agreement of Western Gas Holdings, LLC,
dated as of May 14, 2008.
	 
	9.	 	Term Loan Agreement due 2012 dated as of July 22, 2009 by and between Anadarko
Petroleum Corporation and Western Gas Partners, LP.
	 
	10.	 	Term Loan Agreement due 2013 dated as of December 19, 2008 by and between Anadarko
Petroleum Corporation and Western Gas Partners, LP.
	 
	11.	 	Omnibus Agreement by and among Western Gas Partners, LP, Western Gas Holdings, LLC and
Anadarko Petroleum Corporation, dated as of May 14, 2008.





Schedule IV

Transactions with Affiliates




 









 









	12.	 	Amendment No. 1 to Omnibus Agreement by and among Western Gas Partners, LP, Western Gas
Holdings, LLC, and Anadarko Petroleum Corporation, dated as of December 19, 2008.
	 
	13.	 	Amendment No. 2 to Omnibus Agreement by and among Western Gas Partners, LP, Western Gas
Holdings, LLC, and Anadarko Petroleum Corporation, dated as of July 22, 2009.
	 
	14.	 	Tax Sharing Agreement by and among Anadarko Petroleum Corporation and Western Gas
Partners, LP, dated as of May 14, 2008.
	 
	15.	 	Anadarko Petroleum Corporation Fixed Rate Note due 2038.
	 
	16.	 	Working Capital Loan Agreement between Anadarko Petroleum Corporation and Western Gas
Partners, LP, dated as of May 14, 2008.
	 
	17.	 	Revolving Credit Agreement, dated as of March 4, 2008, by and among Anadarko Petroleum
Corporation, Western Gas Partners, LP, JPMorgan Chase Bank, N.A., The Royal Bank of
Scotland, PLC, BNP Paribas, Bank of America, N.A., BMO Capital Markets Financing, Inc., The
Bank of Tokyo-Mitsubishi UFJ, LTD., and each of the Lenders named therein.
	 
	18.	 	Gas Processing Agreement between Chipeta Processing LLC and Kerr-McGee Oil & Gas
Onshore LP.
	 
	19.	 	Amended and Restated Limited Liability Company Agreement of Chipeta Processing LLC.
	 
	20.	 	Dew Gas Gathering Agreement between Anadarko Gathering Company LLC and Anadarko
Petroleum Corporation.
	 
	21.	 	Haley Gas Gathering Agreement between Anadarko Gathering Company LLC and Anadarko
Petroleum Corporation.
	 
	22.	 	Hugoton Gas Gathering Agreement between Anadarko Gathering Company LLC and Anadarko
Petroleum Corporation.
	 
	23.	 	Pinnacle Gas Gathering Agreement between Pinnacle Gas Treating LLC and Anadarko
Petroleum Corporation.
	 
	24.	 	Indemnification Agreements (the form of which is on file with the Securities and
Exchange Commission) by and between Western Gas Holdings, LLC, its Officers and Directors.
	 
	25.	 	Western Gas Partners, LP 2008 Long-Term Incentive Plan.
	 
	26.	 	Amended and Restated Western Gas Holdings, LLC Equity Incentive Plan.





Schedule IV

Transactions with Affiliates





 











 





EXHIBIT A

FORM OF NOTE




                    , 20__




     For value received, Western Gas Partners LP, a limited partnership formed under the laws of
the State of Delaware (the “Borrower”), promises to pay to the order of (the “Lender”) at the
office of Wells Fargo Bank, National Association specified in Section 2.13(a) of the Revolving
Credit Agreement, dated as of October 29, 2009, among the Borrower, the Lender, the several other
banks party thereto, Wells Fargo Bank, National Association, as Administrative Agent, the Document
Agent named therein, and the Syndication Agents named therein, (as may be amended, supplemented or
modified from time to time hereafter, the “Agreement;” terms defined in the Agreement shall have
their defined meanings when used in this Note), in lawful money of the United States of America the
principal amount of                                         *___
 DOLLARS ($                                        *___) or, if less than such principal
amount, the aggregate unpaid principal amount of all Loans made by the Lender to the undersigned
pursuant to Section 2.01 of the Agreement. Such principal shall be payable on the date or dates
specified in Section 2.02 of, or elsewhere in, the Agreement.



     The undersigned further agrees to pay interest at said office, in like money, on the unpaid
principal amount owing hereunder from time to time from the date hereof at the rates specified in
Section 2.10 of the Agreement. Such interest shall be payable on the dates specified in Section
2.10 of the Agreement. The date, Type, Tranche and amount of each Loan made by the Lender pursuant
to Section 2.01 of the Agreement, each continuation of all or a portion thereof to another Type and
the date and amount of each payment of principal with respect thereto shall be endorsed by the
holder of this Note on Schedule A annexed hereto, which holder may add additional pages to
such Schedule. No failure to make or error in making any such endorsement as authorized hereby
shall affect the validity of the obligations of the Borrower hereunder or the validity of any
payment hereof made by the Borrower.



     This Note is one of the Notes referred to in the Agreement and is entitled to the benefits
thereof and is subject to prepayment in whole or in part as provided therein.



     Upon the occurrence of any one or more of the Events of Default specified in the Agreement,
all amounts then remaining unpaid on this Note may be declared to be immediately due and payable as
provided in the Agreement.



     THIS NOTE SHALL BE CONSTRUED IN ACCORDANCE WITH AND BE GOVERNED BY THE LAW OF THE STATE OF NEW
YORK.



Exhibit A-1

Form of Note




 









 








	 	 	 	 	 
	 	WESTERN GAS PARTNERS, LP

 	 
	 	By:  	Western Gas Holdings, LLC,
 	 
	 	 	its general partner 	 
	 	 	 	 
	 
	 	 	 
	 	By:  	
 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 



                    




Exhibit A-2

Form of Note




 









 








SCHEDULE A

LOANS AND REPAYMENTS




	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	Amount of Principal	 	 
	Amount of Loan	 	Type of Loan	 	Interest Rate	 	Repair	 	Notation Made by
	 
	 	 	 	 	 	 	 	 





Exhibit A-3

Form of Note





 









 








EXHIBIT B


[FORM OF] ASSIGNMENT AND ASSUMPTION




     Reference is made to the Revolving Credit Agreement dated as of October 29, 2009 (as amended
and in effect on the date hereof, the “Credit Agreement”), among Western Gas Partners, LP, the
Lenders named therein, Wells Fargo Bank, National Association, as Administrative Agent, the
Documentation Agents named therein, and the Syndication Agents named therein. Terms defined in the
Credit Agreement are used herein with the same meanings.



     The Assignor named as such below hereby sells and assigns, without recourse, to the Assignee
named as such on the reverse hereof, and the Assignee hereby purchases and assumes, without
recourse, from the Assignor, effective as of the Assignment Date set forth below, the interests set
forth below (the “Assigned Interest”) in the Assignor’s rights and obligations under the Credit
Agreement, including, without limitation, the interests set forth below in the Commitment of the
Assignor on the Assignment Date and Loans owing to the Assignor which are outstanding on the
Assignment Date, together with the participations in Letters of Credit and LC Disbursements held by
the Assignor on the Assignment Date, but excluding accrued interest and fees to and excluding the
Assignment Date. The Assignee hereby acknowledges receipt of a copy of the Credit Agreement. From
and after the Assignment Date (i) the Assignee shall be a party to and be bound by the provisions
of the Credit Agreement and, to the extent of the Assigned Interest, have the rights and
obligations of a Lender thereunder, and (ii) the Assignor shall, to the extent of the Assigned
Interest, relinquish its rights, and be released from its obligations under the Credit Agreement
arising thereafter.



     This Assignment and Assumption is being delivered to the Administrative Agents together with
(i) if the Assignee is a Foreign Lender, any documentation required to be delivered by the Assignee
pursuant to Section 2.16(e) of the Credit Agreement, duly completed and executed by the Assignee,
and (ii) if the Assignee is not already a Lender under the Credit Agreement, an Administrative
Questionnaire in the form supplied by the Administrative Agent, duly completed by the Assignee. The
[Assignee/Assignor] shall pay the fee payable to the Administrative Agent pursuant to Section
10.04(b)(ii)(C) of the Credit Agreement.



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



Date of Assignment:




Legal Name of Assignor:

(“Assignor”)




Legal Name of Assignee:

(“Assignee”)




Assignee’s Address for Notices:




Effective Date of Assignment

(“Assignment Date”):




Exhibit B-1

Form of Assignment and Assumption





 











 





	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	Percentage Assigned of Facility/	 
	 	 	 	 	 	 	Commitment (set forth, to at least	 
	 	 	 	 	 	 	8 decimals, as a percentage of the	 
	 	 	 	 	 	 	Facility and the aggregate	 
	 	 	 	 	 	 	Commitments of all Lenders	 
	Facility	 	Principal Amount Assigned	 	 	thereunder)	 
	Commitment Assigned:
	 	$	 	 	 	 	%	 
	Loans:
	 	 	 	 	 	 	 	 






     The terms set forth above and on the reverse side hereof are hereby agreed to:



	 	 	 	 	 
	 	[Name of Assignor], as Assignor

 	 
	 	By:  	
 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 	[Name of Assignee], as Assignee

 	 
	 	By:  	
 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 



Exhibit B-2

Form of Assignment and Assumption




 









 








The undersigned hereby consent to the within assignment:1




	 	 	 	 	 
	WESTERN GAS PARTNERS, LP,

as Borrower

 	 	 
	By:  	Western Gas Holdings, LLC,
 	 	 
	 	its general partner 	 	 
	 	 	 	 
	 
	 	 	 
	By:  	
 	 	 
	 	Name:  	 	 	 
	 	Title:  	 	 	 
	 



	 	 	 	 	 
	WELLS FARGO BANK, NATIONAL ASSOCIATION

as Administrative Agent and as Issuing Bank

 	 	 
	By:  	
 	 	 
	 	Name:  	 	 	 
	 	Title:  	 	 	 
	 





 




			
	1	 	Consents to be included to the extent required by Section 10.04(b) of the Credit Agreement.





Exhibit B-3

Form of Assignment and Assumption




 









 








EXHIBIT C


FORM OF NOTICE OF COMMITMENT INCREASE




[Date]




WELLS FARGO BANK, NATIONAL ASSOCIATION, as Administrative Agent

1000 Louisiana Street, 9th Floor

Houston, TX 77002

Attention: Will Rogers 



Ladies and Gentlemen:





     The undersigned, Western Gas Partners, LP, refers to the Revolving Credit Agreement dated as
of October 29, 2009 (as amended, supplemented or otherwise modified from time to time, the “Credit
Agreement”, with terms defined in the Credit Agreement and not otherwise defined herein being used
herein as therein defined) among Western Gas Partners, LP, as the Borrower, the Lenders and Agents
party thereto, Wells Fargo Bank, National Association, as Administrative Agent, and hereby give you
notice, irrevocably, pursuant to Section 2.09(a) of the Credit Agreement that the undersigned
hereby request that the aggregate amount of the Lenders’ Commitments be increased and the CI
Lenders agree to provide Commitments under the Credit Agreement, and in that connection sets forth
below the information relating to such proposed Commitment Increase as required by Section 2.09(a)
of the Credit Agreement:



     (a) the effective date of such increase of aggregate total amount of the Lenders’ Commitments
is;



     (b) the amount of the requested increase of the aggregate total Lenders’ Commitments is
$;[$10,000,000 minimum];



     (c) the CI Lenders, which have agreed with the Borrower to provide their respective
Commitments, are: [INSERT NAMES OF THE CI LENDERS]; and



     (d) set forth on Annex I hereto is the amount of the respective Commitments of all Reducing
Percentage Lenders and all CI Lenders on the effective date of such Commitment Increase.



     Delivery of an executed counterpart of this Notice of Commitment Increase by telecopier shall
be effective as delivery of an original executed counterpart of this Notice of Commitment Increase.



Exhibit C-1

Form of Notice of Commitment Increase




 









 








	 	 	 	 	 
	Very truly yours,



WESTERN GAS PARTNERS, LP

 	 	 
	By:  	Western Gas Holdings, LLC,
 	 	 
	 	its general partner 	 	 
	 	 	 	 
	 
	 	 	 
	By:  	
 	 	 
	 	Name:  	 	 	 
	 	Title:  	 	 	 
	 



Exhibit C-2

Form of Notice of Commitment Increase





 











 




Exhibit
D 




 

 








GUARANTY




made by




EACH OF THE OBLIGORS (as defined herein)




in favor of




WELLS FARGO BANK, NATIONAL ASSOCIATION

as Administrative Agent




Dated as of October 29, 2009




 

 

















 








TABLE OF CONTENTS




	 	 	 	 	 	 	 	 	 
	SECTION 1

	DEFINITIONS
	 	 	 	 	 
	 	 	 	 
	Section 1.01	 	Defined Terms
	 	 	1	 
	 	 	 	 	 
	 	 	 	 
	SECTION 2
	GUARANTY
	 	 	 	 	 
	 	 	 	 
	Section 2.01	 	Guaranty
	 	 	2	 
	Section 2.02	 	Right of Set-off
	 	 	3	 
	Section 2.03	 	No Subrogation
	 	 	4	 
	Section 2.04	 	Amendments, etc. with respect to the Borrower’s Obligations; Waiver of Rights
	 	 	4	 
	Section 2.05	 	Guaranty Absolute and Unconditional
	 	 	5	 
	Section 2.06	 	Reinstatement
	 	 	5	 
	Section 2.07	 	Payments
	 	 	6	 
	Section 2.08	 	Release
	 	 	6	 
	 	 	 	 	 
	 	 	 	 
	SECTION 3
	REPRESENTATIONS AND WARRANTIES
	 	 	 	 	 
	 	 	 	 
	Section 3.01	 	Representations and Warranties
	 	 	6	 
	 	 	 	 	 
	 	 	 	 
	SECTION 4
	COVENANTS
	Section 4.01	 	[Intentionally Omitted]
	 	 	6	 
	 	 	 	 	 
	 	 	 	 
	SECTION 5
	MISCELLANEOUS
	 	 	 	 	 
	 	 	 	 
	Section 5.01	 	Authority of Administrative Agent
	 	 	6	 
	Section 5.02	 	Notices
	 	 	7	 
	Section 5.03	 	Counterparts
	 	 	7	 
	Section 5.04	 	Severability
	 	 	7	 
	Section 5.05	 	Integration
	 	 	7	 
	Section 5.06	 	Amendments in Writing; No Waiver; Cumulative Remedies
	 	 	7	 
	Section 5.07	 	Loan Documents
	 	 	8	 
	Section 5.08	 	Section Headings
	 	 	8	 
	Section 5.09	 	Successors and Assigns
	 	 	8	 
	Section 5.10	 	GOVERNING LAW
	 	 	8	 
	Section 5.11	 	Submission to Jurisdiction
	 	 	8	 
	Section 5.12	 	Acknowledgments
	 	 	8	 
	Section 5.13	 	WAIVERS OF JURY TRIAL
	 	 	9	 
	Section 5.14	 	Additional Obligors
	 	 	9	 
	 
	SCHEDULES:	 	 
	 	 	 	 
	Schedule 1	 	Address for Notices
	 	 	 	 
	Schedule 2	 	Form of Assumption Agreement
	 	 	 	 










i 









 








GUARANTY




     GUARANTY, dated as of October 29, 2009, is made by each of the signatories hereto (each of the
signatories hereto, together with any other subsidiary of the Borrower that becomes a party hereto
from time to time after the date hereof, the “Obligors”), in favor of WELLS FARGO BANK, NATIONAL
ASSOCIATION, as administrative agent (in such capacity, the “Administrative Agent”) for the lenders
(the “Lenders”) parties to the Credit Agreement.



RECITALS




     The Lenders have severally agreed to make Loans to and to participate in Letters of Credit
issued for the account of the Borrower upon the terms and subject to the conditions set forth in
the Credit Agreement dated as of even date herewith (as such may be amended, supplemented or
otherwise modified from time to time, the “Credit Agreement”), among WESTERN GAS PARTNERS, LP, a
Delaware limited partnership (the “Borrower”), the financial institutions now or hereafter
signatory thereto (the “Lenders”), the Administrative Agent for the Lenders, and the other Agents
and Lenders party thereto.



     The Obligors are each direct or indirect subsidiaries of the Borrower.



     The Borrower and the Obligors are engaged in related businesses, and therefore each Obligor
will derive substantial direct and indirect benefit from the making of the extensions of credit to
the Borrower under the Credit Agreement.



     The Loans are necessary and convenient to the conduct, promotion and attainment of the
business of the Borrower and each Obligor.



     It is a condition precedent to the obligation of the Lenders to make their respective
extensions of credit to the Borrower under the Credit Agreement that each Obligor shall have
executed and delivered this Guaranty to the Administrative Agent for the ratable benefit of the
Lenders.



     Now, therefore, in consideration of the premises herein and to induce the Administrative Agent
and the Lenders to enter into the Credit Agreement and to induce the Lenders to make their
respective extensions of credit to the Borrower thereunder, each Obligor hereby agrees with the
Administrative Agent, for the ratable benefit of the Lenders, as follows:



SECTION 1

DEFINITIONS




     Section 1.01 Defined Terms. Unless otherwise defined herein, each term defined in the Credit
Agreement and used herein shall have the meaning given to it in the Credit Agreement.



     “Assumption Agreement” means an Assumption Agreement substantially in the form attached hereto
as Schedule 2.



     “Borrower’s Obligations” means the collective reference to all obligations of the Borrower and
its Subsidiaries under the Guaranteed Documents, including, without limitation,



 









 




the unpaid principal of and interest on the Loans and the LC Exposure and all other
obligations and liabilities of the Borrower (including, without limitation, interest accruing at
the then applicable rate provided in the Credit Agreement after the maturity of the Loans and LC
Exposure and interest accruing after the filing of any petition in bankruptcy, or the commencement
of any insolvency, reorganization or like proceeding, relating to the Borrower, whether or not a
claim for post-filing or post-petition interest is allowed in such proceeding) to the
Administrative Agent or any Lender, whether absolute or contingent, due or to become due, or now
existing or hereafter incurred, which may arise under, out of, or in connection with, the
Guaranteed Documents, whether on account of principal, interest, reimbursement obligations,
payments in respect of an early termination date, reasonable fees, indemnities, reasonable costs,
reasonable expenses or otherwise (including, without limitation, all reasonable fees and
disbursements of counsel to the Administrative Agent or any Lender that are required to be paid by
the Borrower pursuant to the terms of any Guaranteed Documents).




     “Guaranteed Creditor” means the collective reference to the Administrative Agent, the Lenders
and the Affiliates of Lenders that are parties to Lender Hedging Agreements or Treasury Management
Agreements.



     “Guaranteed Document” means the collective reference to this Guaranty, the Credit Agreement,
any Note, the other Loan Documents, any other document made, delivered or given in connection with
any of the foregoing, Lender Hedging Agreements and any Treasury Management Agreement.



     The words “hereof,” “herein” and “hereunder” and words of similar import when used in this
Guaranty shall refer to this Guaranty as a whole and not to any particular provision of this
Guaranty, and section and paragraph references are to this Guaranty unless otherwise specified.



     The meanings given to terms defined herein shall be equally applicable to both the singular
and plural forms of such terms.



SECTION 2

GUARANTY




     Section 2.01 Guaranty.



          (a) Subject to the provisions of Section 2.01(b), each Obligor hereby, jointly and severally,
unconditionally and irrevocably, guarantees to each Guaranteed Creditor and their respective
successors, indorsees, transferees and assigns, the prompt and complete payment and performance by
the Borrower or its Subsidiaries when due (whether at the stated maturity, by acceleration or
otherwise) of the Borrower’s Obligations.




          (b) Anything herein or in any other Loan Document to the contrary notwithstanding, the maximum
liability of each Obligor hereunder and under the other Loan Documents shall in no event exceed the
amount which can be guaranteed by such Obligor under applicable federal and state laws relating to
the insolvency of debtors.




          (c) Each Obligor further agrees to pay any and all expenses (including, without limitation,
all reasonable fees and disbursements of counsel) which may be paid or




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incurred by any Guaranteed Creditor in enforcing, or obtaining advice of counsel in respect
of, any rights with respect to, or collecting, any or all of the Borrower’s Obligations and/or
enforcing any rights with respect to, or collecting against, an Obligor under this Guaranty. This
Guaranty shall remain in full force and effect until the Borrower’s Obligations are paid in full
(or, in the case of any LC Exposure, cash collateralized in accordance with Section 2.05(j) of the
Credit Agreement) and the total Commitments are terminated, or until a release of this Guaranty is
made pursuant to Section 2.08, notwithstanding that from time to time prior thereto no amounts may
be outstanding under the Credit Agreement.




          (d) Each Obligor agrees that the Borrower’s Obligations may at any time and from time to time
exceed the amount of the liability of such Obligor hereunder without impairing this Guaranty or
affecting the rights and remedies of any Guaranteed Creditor hereunder.




          (e) No payment or payments made by the Borrower, any Obligor, any other guarantor or any other
Person or received or collected by a Guaranteed Creditor from the Borrower, an Obligor, any other
guarantor or any other Person by virtue of any action or proceeding or any set-off or appropriation
or application at any time or from time to time in reduction of or in payment of the Borrower’s
Obligations shall be deemed to modify, reduce, release or otherwise affect the liability of any
Obligor hereunder which shall, notwithstanding any such payment or payments (other than payments
made by the Borrower or an Obligor in respect of the Borrower’s Obligations or payments received or
collected from an Obligor in respect of the Borrower’s Obligations), remain liable for the
Borrower’s Obligations up to the maximum liability of any Obligor hereunder until the Borrower’s
Obligations are paid in full (or, in the case of any LC Exposure, cash collateralized in accordance
with Section 2.05(j) of the Credit Agreement) and the total Commitments are terminated.




          (f) Each Obligor agrees that whenever, at any time, or from time to time, it shall make any
payment to any Guaranteed Creditor on account of its liability hereunder, it will notify the
Administrative Agent in writing that such payment is made under this Guaranty for such purpose.




     Section 2.02 Right of Set-off. During the continuance of any Event of Default, each Obligor
hereby irrevocably authorizes each Lender at any time and from time to time without prior notice to
such Obligor, any such notice being expressly waived by each Obligor, to set-off and appropriate
and apply any and all deposits (general or special, time or demand, provisional or final, but
excluding deposits held by such Obligor as a fiduciary for others), in any currency, and any other
credits, indebtedness or claims, in any currency, in each case whether direct or indirect, absolute
or contingent, matured or unmatured, at any time held or owing by such Lender to or for the credit
or the account of such Obligor, or any part thereof in such amounts as such Lender may elect,
against and on account of the obligations and liabilities of such Obligor to such Lender hereunder
and claims of every nature and description of such Lender against such Obligor, in any currency,
whether arising hereunder, under the Credit Agreement, any Note, any Loan Documents or otherwise,
as such Lender may elect, whether or not the Administrative Agent or any Lender has made any demand
for payment and although such obligations, liabilities and claims may be contingent or unmatured.
Such Lender shall notify the relevant Obligor and the Administrative Agent promptly of any such
set-off and the application made by such Lender, provided that the failure to give such notice
shall not affect the validity of such set-off and



-3-









 




application. The rights of each Lender under this subsection are in addition to other rights
and remedies (including, without limitation, other rights of set-off) which the Administrative
Agent or such Lender may have.




     Section 2.03 No Subrogation. Notwithstanding any payment or payments made by an Obligor
hereunder or any set-off or application of funds of an Obligor by any Lender, an Obligor shall not
be entitled to be subrogated to any of the rights of the Administrative Agent or any Lender against
the Borrower or any collateral security or guarantee or right of offset held by any Lender for the
payment of the Borrower’s Obligations until all amounts owing to the Guaranteed Creditor by the
Borrower or its Subsidiaries on account of the Borrower’s Obligations are paid in full (or, in the
case of any LC Exposure, cash collateralized in accordance with Section 2.05(j) of the Credit
Agreement) and the total Commitments are terminated, nor shall an Obligor seek or be entitled to
seek any contribution or reimbursement from the Borrower in respect of payments made by an Obligor
hereunder until all amounts owing to the Guaranteed Creditor by the Borrower or its Subsidiaries on
account of the Borrower’s Obligations are paid in full (or, in the case of any LC Exposure, cash
collateralized in accordance with Section 2.05(j) of the Credit Agreement) and the total
Commitments are terminated. If any amount shall be paid to an Obligor on account of such
subrogation rights at any time when all of the Borrower’s Obligations shall not have been paid in
full (or, in the case of any LC Exposure, cash collateralized in accordance with Section 2.05(j) of
the Credit Agreement), such amount shall be held by such Obligor in trust for the Administrative
Agent and the Lenders, segregated from other funds of such Obligor, and shall, forthwith upon
receipt by such Obligor, be turned over to the Administrative Agent in the exact form received by
such Obligor (duly indorsed by such Obligor to the Administrative Agent, if required), to be
applied against the Borrower’s Obligations, whether matured or unmatured, in such order as the
Administrative Agent may determine.



     Section 2.04 Amendments, etc. with respect to the Borrower’s Obligations; Waiver of Rights.
Each Obligor shall remain obligated hereunder notwithstanding that, without any reservation of
rights against any Obligor and without notice to or further assent by any Obligor: (a) any demand
for payment of any of the Borrower’s Obligations made by any Guaranteed Creditor may be rescinded
by such party and any of the Borrower’s Obligations continued; (b) the Borrower’s Obligations, or
the liability of any other party upon or for any part thereof, or any collateral security or
guarantee therefor or right of offset with respect thereto, may, from time to time, in whole or in
part, be renewed, extended, amended, modified, accelerated, compromised, waived, surrendered or
released by any Guaranteed Creditor; (c) the Credit Agreement, the Notes and the other Loan
Documents and any other documents executed and delivered in connection therewith may be amended,
modified, supplemented or terminated, in whole or in part, as the Administrative Agent may deem
advisable from time to time; and (d) any collateral security, guarantee or right of offset at any
time held by any Guaranteed Creditor for the payment of the Borrower’s Obligations may be sold,
exchanged, waived, surrendered or released. No Guaranteed Creditor shall have any obligation to
protect, secure, perfect or insure any Lien at any time held by it as security for the Borrower’s
Obligations or for this Guaranty or any property subject thereto. When making any demand hereunder
against an Obligor, the Administrative Agent or any Lender may, but shall be under no obligation
to, make a similar demand on the Borrower, and any failure by such Guaranteed Creditor to make any
such demand or to collect any payments from the Borrower or any release of the Borrower shall not
relieve an



-4-









 




Obligor in respect of which a demand or collection is not made, and shall not impair or affect
the rights and remedies, express or implied, or as a matter of law, of any Guaranteed Creditor
against an Obligor. For the purposes hereof “demand” shall include the commencement and
continuance of any legal proceedings.




     Section 2.05 Guaranty Absolute and Unconditional. Each Obligor waives any and all notice of
the creation, renewal, extension or accrual of any of the Borrower’s Obligations and notice of or
proof of reliance by any Guaranteed Creditor upon this Guaranty or acceptance of this Guaranty.
The Borrower’s Obligations, and any of them, shall conclusively be deemed to have been created,
contracted or incurred, or renewed, extended, amended or waived, in reliance upon this Guaranty.
All dealings between the Borrower and any Obligor, on the one hand, and any Guaranteed Creditor, on
the other hand, likewise shall be conclusively presumed to have been had or consummated in reliance
upon this Guaranty. Each Obligor waives diligence, presentment, protest, demand for payment and
notice of default or nonpayment to or upon the Borrower with respect to the Borrower’s Obligations.
Each Obligor understands and agrees that this Guaranty shall be construed as a continuing,
absolute and unconditional guarantee of payment without regard to (a) the validity, regularity or
enforceability of any Guaranteed Document, any of the Borrower’s Obligations or any other
collateral security therefor or guarantee or right of offset with respect thereto at any time or
from time to time held by any Guaranteed Creditor, (b) any defense, set-off or counterclaim (other
than a defense of payment or performance) which may at any time be available to or be asserted by
the Borrower against any Guaranteed Creditor, or (c) any other circumstance whatsoever (with or
without notice to or knowledge of the Borrower or any Obligor) which constitutes, or might be
construed to constitute, an equitable or legal discharge of the Borrower for the Borrower’s
Obligations, or of any Obligor under this Guaranty, in bankruptcy or in any other instance. When
pursuing its rights and remedies hereunder against any Obligor, each Guaranteed Creditor may, but
shall be under no obligation to, pursue such rights and remedies as it may have against the
Borrower or any other Person or against any collateral security or guarantee for the Borrower’s
Obligations or any right of offset with respect thereto, and any failure by any Guaranteed Creditor
to pursue such other rights or remedies or to collect any payments from the Borrower or any such
other Person or to realize upon any such collateral security or guarantee or to exercise any such
right of offset, or any release of the Borrower or any such other Person or any such collateral
security, guarantee or right of offset, shall not relieve any Obligor of any liability hereunder,
and shall not impair or affect the rights and remedies, whether express, implied or available as a
matter of law, of any Guaranteed Creditor against any Obligor. This Guaranty shall remain in full
force and effect and be binding in accordance with and to the extent of its terms upon each Obligor
and the successors and assigns thereof, and shall inure to the benefit of each Guaranteed Creditor,
and their respective successors, indorsees, transferees and assigns, until all the Borrower’s
Obligations and the obligations of each Obligor under this Guaranty shall have been satisfied by
payment in full in cash (or, in the case of any LC Exposure, cash collateralized in accordance with
Section 2.05(j) of the Credit Agreement) and the total Commitments shall be terminated.



     Section 2.06 Reinstatement. This Guaranty shall continue to be effective, or be reinstated,
as the case may be, if at any time payment, or any part thereof, of any of the Borrower’s
Obligations is rescinded or must otherwise be restored or returned by the Administrative Agent or
any Lender upon the insolvency, bankruptcy, dissolution, liquidation or reorganization of the
Borrower or any Obligor, or upon or as a result of the appointment of a



-5-









 




receiver, intervenor or conservator of, or trustee or similar officer for, the Borrower or any
Obligor or any substantial part of its property, or otherwise, all as though such payments had not
been made.




     Section 2.07 Payments. Each Obligor hereby guarantees that payments hereunder will be paid to
the Administrative Agent, for the ratable benefit of the Lenders, without set-off, deduction or
counterclaim, in dollars, in immediately available funds, at the offices of the Administrative
Agent specified in Section 10.01 of the Credit Agreement.



     Section 2.08 Release. Upon the earlier of (i) the Investment Grade Rating Date and (ii) the
termination of the total Commitments and the irrevocable and indefeasible payment of the Borrower’s
Obligations (or, in the case of any LC Exposure, cash collateralized in accordance with Section
2.05(j) of the Credit Agreement), the Administrative Agent, on behalf of the Guaranteed Creditor,
shall execute a release of the Obligors from any further obligations under this Guaranty or with
regard to the Borrower’s Obligations.



SECTION 3

REPRESENTATIONS AND WARRANTIES




     Section 3.01 Representations and Warranties. Each Obligor hereby represents and warrants that
the representations and warranties set forth in Article III of the Credit Agreement as they relate
to such Obligor or to the other Loan Documents to which such Obligor is a party, each of which is
hereby incorporated herein by reference, are true and correct, and each Guaranteed Creditor shall
be entitled to rely on each of them as if they were fully set forth herein, provided that each
reference in each such representation and warranty to the Borrower’s knowledge shall, for the
purposes of this Section 3, be deemed to be a reference to such Obligor’s knowledge.



     Each Obligor agrees that the foregoing representations and warranties shall be deemed to have
been made by such Obligor on the date of (a) each Loan or (b) the issuance of any Letter of Credit
under the Credit Agreement (except to the extent that such representations and warranties are
expressly made only as of an earlier date, in which case such representations and warranties shall
have been true and correct on and as of such earlier date).



SECTION 4

COVENANTS




     Section 4.01 [Intentionally Omitted].



SECTION 5

MISCELLANEOUS




     Section 5.01 Authority of Administrative Agent. Each Obligor acknowledges that the rights and
responsibilities of the Administrative Agent under this Guaranty with respect to any action taken
by the Administrative Agent or the exercise or non-exercise by the Administrative Agent of any
option, right, request, judgment or other right or remedy provided for herein or resulting or
arising out of this Guaranty shall, as between the Administrative Agent and the Lenders, be
governed by the Credit Agreement and by such other agreements with respect



-6-









 




thereto as may exist from time to time among them, but, as between the Administrative Agent
and any Obligor, the Administrative Agent shall be conclusively presumed to be acting as agent for
the Lenders with full and valid authority so to act or refrain from acting in the manner set forth
in Article IX of the Credit Agreement, and the Obligors shall not be under any obligation, or
entitlement, to make any inquiry respecting such authority.




     Section 5.02 Notices. All notices and other communications provided for herein shall be given
in the manner and subject to the terms of Section 10.01 of the Credit Agreement; provided that any
such notice, request or demand to or upon an Obligor shall be addressed to such Obligor at its
notice address set forth on Schedule 1.



     Section 5.03 Counterparts. This Guaranty may be executed in counterparts (and by different
parties hereto on different counterparts), each of which shall constitute an original, but all of
which when taken together shall constitute a single contract.



     Section 5.04 Severability. Any provision of this Guaranty which is prohibited or
unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of
such prohibition or unenforceability without invalidating the remaining provisions hereof, and any
such prohibition or unenforceability in any jurisdiction shall not invalidate or render
unenforceable such provision in any other jurisdiction.



     Section 5.05 Integration. This Guaranty represents the agreement of each Obligor with respect
to the subject matter hereof and there are no promises, undertakings, representations or warranties
by the Administrative Agent or any Lender relative to the subject matter hereof not reflected
herein.



     Section 5.06 Amendments in Writing; No Waiver; Cumulative Remedies.



          (a) None of the terms or provisions of this Guaranty may be waived, amended, supplemented or
otherwise modified except by a written instrument executed by each Obligor and the Administrative
Agent in accordance with Section 10.02 of the Credit Agreement.




          (b) No Guaranteed Creditor shall by any act (except by a written instrument pursuant to
Section 5.06(a) hereof), delay, indulgence, omission or otherwise be deemed to have waived any
right or remedy hereunder or to have acquiesced in any Default or Event of Default or in any breach
of any of the terms and conditions hereof. No failure to exercise and no delay in exercising, on
the part of any Guaranteed Creditor, 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. A waiver by any Guaranteed Creditor of any right or remedy
hereunder on any one occasion shall not be construed as a bar to any right or remedy which such
Guaranteed Creditor would otherwise have on any future occasion.




          (c) The rights and remedies herein provided are cumulative and not exclusive of any other
rights, remedies, powers and privileges provided by law.




-7-









 








     Section 5.07 Loan Documents. Each Obligor agrees that this Guaranty shall constitute a “Loan
Document” under the Credit Agreement.



     Section 5.08 Section Headings. The section headings used in this Guaranty are for convenience
of reference only and are not to affect the construction hereof or be taken into consideration in
the interpretation hereof.



     Section 5.09 Successors and Assigns. This Guaranty shall be binding upon the successors and
assigns of each Obligor and shall inure to the benefit of the Administrative Agent and the Lenders
and their successors and assigns.



     Section 5.10 GOVERNING LAW. THIS GUARANTY AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES
HEREUNDER SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAW OF THE STATE OF NEW YORK.



     Section 5.11 Submission to Jurisdiction.



          (a) Each Obligor hereby irrevocably and unconditionally submits for itself and its property,
to the nonexclusive jurisdiction of the courts of the Supreme Court of the State of New York,
sitting in New York County and of the United States District Court of the Southern District of New
York, and any appellate court from either thereof, in any action or proceeding arising out of or
relating to this Guaranty, or for recognition or enforcement of any judgment, and each of the
parties hereto hereby irrevocably and unconditionally agrees that all claims in respect of any such
action or proceeding may be heard and determined in such New York State court or, to the extent
permitted by law, in such Federal court. Each of the parties hereto agrees that a final judgment
in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by
suit on the judgment or in any other manner provided by law. Nothing in this Guaranty shall affect
any right that any Guaranteed Creditor or any of the other agents may otherwise have to bring any
action or proceeding relating to this Guaranty against any Obligor or its properties in the courts
of any jurisdiction.




          (b) Each party to this Guaranty irrevocably consents to service of process in the manner
provided for notices in Section 10.01 of the Credit Agreement. Nothing in this Guaranty will
affect the right of any party to this Agreement to serve process in any other manner permitted by
law.




     Section 5.12 Acknowledgments. Each Obligor hereby acknowledges that:



          (a) it has been advised by counsel in the negotiation, execution and delivery of this Guaranty
and the other Loan Documents;




          (b) no Guaranteed Creditor has any fiduciary relationship with or duty to such Obligor arising
out of or in connection with this Agreement or any of the other Guaranteed Documents, and the
relationship between the Guaranteed Creditor, on one hand, and such Obligor, on the other hand, in
connection herewith or therewith is solely that of guarantor and creditor; and




-8-









 








          (c) no joint venture is created hereby or by the other Guaranteed Documents or otherwise
exists by virtue of the transactions contemplated hereby among the Guaranteed Creditor or among the
Borrower and the Guaranteed Creditor.




     Section 5.13 WAIVERS OF JURY TRIAL. EACH PARTY HERETO HEREBY WAIVES, TO THE FULLEST EXTENT
PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING
DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS GUARANTY OR THE TRANSACTIONS CONTEMPLATED
HEREBY (WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY). EACH PARTY HERETO (a) CERTIFIES THAT
NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE,
THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER
AND (b) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS
AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION.



     Section 5.14 Additional Obligors. Each Subsidiary of the Borrower that is required to become
a party to this Guaranty pursuant to Section 4.06 of the Credit Agreement shall become an Obligor
for all purposes of this Guaranty upon execution and delivery by such Subsidiary of an Assumption
Agreement and shall thereafter have the same rights, benefits and obligations as an Obligor party
hereto on the date hereof.



[Remainder of page intentionally left blank; signature pages follow]




-9-









 





     IN WITNESS WHEREOF, each of the undersigned has caused this Guaranty to be duly executed and
delivered by its duly authorized officer as of the day and year first above written.



	 	 	 	 	 
	OBLIGORS:  	WGR OPERATING, LP

 	 
	 	By:  	Western Gas Operating, LLC,
 	 
	 	 	its general partner 	 
	 	 	 	 	 
	 	ANADARKO GATHERING COMPANY LLC

MIGC LLC

PINNACLE GAS TREATING LLC

WESTERN GAS OPERATING, LLC

WESTERN GAS PARTNERS FINANCE

CORPORATION

 	 
	 	By:  	 
 	 
	 	 	Name:  	Robert G. Gwin 	 
	 	 	Title:  	President and Chief Executive Officer 	 
	 	 	 	 	 
	 	WESTERN GAS WYOMING, L.L.C.

 	 
	 	By:  	 
 	 
	 	 	Name:  	Robert G. Gwin 	 
	 	 	Title:  	Senior Vice President 	 
	 



Signature Page

Guaranty Agreement




 









 





Acknowledged and Agreed to as

of the date hereof by:




	 	 	 	 	 
	ADMINISTRATIVE AGENT:  	WELLS FARGO BANK, NATIONAL

ASSOCIATION

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 



Signature Page

Guaranty Agreement




 









 





SCHEDULE 1

ADDRESS FOR NOTICES




For each of the Obligors named herein:




1201 Lake Robbins Drive

The Woodlands, TX 77380

Attn: Senior Vice President and CFO

Facsimile: (832) 636-0278




Schedule 1





 









 








SCHEDULE 2

ASSUMPTION AGREEMENT





     ASSUMPTION AGREEMENT, dated as of [ ], 20[ ], made by [ ], a
[ ] (the “Additional Obligor”), in favor of WELLS FARGO BANK, NATIONAL
ASSOCIATION, as administrative agent (in such capacity, the “Administrative Agent”) for the
Guaranteed Creditor (used herein as defined in the Guaranty Agreement referred to below). All
capitalized terms not defined herein shall have the meaning ascribed to them in the Credit
Agreement referred to below.



WITNESSETH:




     WHEREAS, Western Gas Partners, LP, a Delaware limited partnership (the “Borrower”),
the Administrative Agent, and certain financial institutions as agents and lenders have entered
into that certain Credit Agreement, dated as of October 29, 2009 (as amended, restated,
supplemented or otherwise modified from time to time, the “Credit Agreement”);



     WHEREAS, in connection with the Credit Agreement, the Borrower and certain of its Affiliates
(other than the Additional Obligor) have entered into a Guaranty Agreement, dated as of October 29,
2009 (as amended, restated, supplemented or otherwise modified from time to time, the “Guaranty
Agreement”) in favor of the Administrative Agent for the benefit of the Guaranteed Creditor;



     WHEREAS, the Credit Agreement requires the Additional Obligor to become a party to the
Guaranty Agreement; and



     WHEREAS, the Additional Obligor has agreed to execute and deliver this Assumption Agreement in
order to become a party to the Guaranty Agreement;



     NOW, THEREFORE, IT IS AGREED:



     1. Guaranty Agreement. By executing and delivering this Assumption Agreement, the
Additional Obligor, as provided in Section 5.14 of the Guaranty Agreement, hereby becomes a party
to the Guaranty Agreement as an Obligor thereunder with the same force and effect as if originally
named therein as an Obligor and, without limiting the generality of the foregoing, hereby expressly
assumes all obligations and liabilities of an Obligor thereunder. The Additional Obligor hereby
represents and warrants that each of the representations and warranties contained in Section 3 of
the Guaranty Agreement is true and correct as to such Person on and as the date hereof (after
giving effect to this Assumption Agreement) as if made on and as of such date.



     2. Governing Law. This Assumption Agreement shall be governed by, and construed in
accordance with, the laws of the State of New York.



     IN WITNESS WHEREOF, the undersigned has caused this Assumption Agreement to be duly executed
and delivered as of the date first above written.



	 	 	 	 	 
	 	[ADDITIONAL OBLIGOR]

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 



Schedule 2-1