Exhibit 10.5


 


[EXECUTION]


 


AMENDED AND RESTATED INTERCREDITOR AGREEMENT


 


This
INTERCREDITOR AGREEMENT (as amended or supplemented from time to time, herein
called this “Agreement”), is
entered into as of June 29, 2004, by and among the BANKS (as defined below),
BANK OF AMERICA, N.A., as Administrative Agent for the Banks (in such capacity,
the “Agent”) and as Collateral
Agent for the Lenders (in such capacity, the “Collateral
Agent”), and THE PRUDENTIAL INSURANCE COMPANY OF AMERICA (“PICA”), PRUCO LIFE INSURANCE COMPANY (“Pruco”), ING LIFE INSURANCE & ANNUITY
COMPANY (“ING”), PRUDENTIAL
INVESTMENT MANAGEMENT, INC. (“Prudential”),
PRUCO LIFE INSURANCE COMPANY OF NEW JERSEY (“Pruco
NJ”), GIBRALTER LIFE INSURANCE CO., LTD. (“Gibralter”), RGA REINSURANCE COMPANY (“RGA”), AMERICAN BANKERS LIFE ASSURANCE
COMPANY OF FLORIDA, INC. (“American”),
FORTIS BENEFITS INSURANCE COMPANY (“Fortis”),
and CONNECTICUT GENERAL LIFE INSURANCE COMPANY (“Connecticut” and, together with PICA, Pruco, ING, Prudential,
Pruco NJ, Gibralter, RGA, American, and Fortis, collectively, the “Initial Prudential Noteholders”).


 


W I T N E S S E T H:


 


WHEREAS,
WESTERN GAS RESOURCES, INC., a Delaware corporation (herein called the “Company”), the Banks and the Agent have
entered into that certain Amended and Restated Credit Agreement of even date
herewith (herein, as from time to time amended, supplemented or restated,
called the “Bank Agreement”) which
amends and restates in its entirety the Credit Agreement dated as of
April 24, 2003 among the Company, the Agent and the lenders named therein
(the “Existing Credit Agreement”);


 


WHEREAS,
pursuant to the Bank Agreement, the Banks have agreed to make revolving loans
to the Company and to issue letters of credit for the account of the Company,
and the Company has executed in favor of each Bank a promissory note (such
promissory notes, as from time to time supplemented or amended and all
promissory notes given in renewal and extension thereof are collectively
referred to herein as the “Bank Notes”);


 


WHEREAS,
one or more of the Banks or Prudential Affiliates (as defined herein) may, from
time to time, enter into Swap Contracts with the Company or Affiliates of the
Company;


 


WHEREAS,
payment of the obligations of the Company to the Banks and the Agent arising
under or in connection with the Bank Agreement and the Swap Contracts from time
to time is guaranteed pursuant to that certain Guaranty of even date herewith
from the Guarantors in favor of Agent and the Banks (herein, as amended from
time to time, collectively called the “Bank
Guaranty”) which amends and restates the Guaranty dated as of
April 24, 2003 from each Guarantor in favor of the Banks and the Agent;


 

















 


WHEREAS,
the Company and the Initial Prudential Noteholders have entered into that
certain Third Amended and Restated Master Shelf Agreement dated as of
December 19, 1991 and effective as of January 13, 2003 (herein, as
from time to time amended, supplemented or restated, called the “Prudential Agreement”), which amended and
restated the Master Shelf Agreement dated as of December 19, 1991 between
the Company and PICA;


 


WHEREAS,
the Company has issued and may hereafter issue Senior Notes pursuant to the
Prudential Agreement, in each case evidencing indebtedness of the Company to
the Initial Prudential Noteholders and all subsequent holders of Prudential
Notes;


 


WHEREAS,
each Guarantor has heretofore executed and delivered to Prudential its guaranty
(herein, as amended from time to time, collectively called the “Prudential Guaranties”), guaranteeing payment
of obligations of the Company to Prudential, for itself and on behalf of the
Initial Prudential Noteholders under the Prudential Agreement and all
subsequent holders of Prudential Notes under the Prudential Agreement, arising
under or in connection with the Prudential Notes and the Prudential Agreement
and, to the extent any Prudential Affiliate enters into a Swap Contract, any
such Swap Contract (by amendment to the Prudential Guaranties);


 


WHEREAS,
hereafter subsidiaries of the Company may from time to time issue additional
guaranties in favor of the Banks or any of them in connection with the Bank
Agreement, in favor of any Swap Lenders in connection with any Swap Contracts,
or in favor of Prudential in connection with the Prudential Notes and the
Prudential Agreement (any such guaranties herein being called “Additional Guaranties” and any subsidiaries
executing Additional Guaranties herein being called the “Additional Guarantors”);


 


WHEREAS,
the Company has executed and delivered to the Agent
for the benefit of the Banks that certain Amended and Restated Pledge Agreement
of even date herewith (as from time to time supplemented, amended or restated,
the “Company Pledge Agreement”),
which amends and restates in its entirety the Pledge Agreement dated as of
April 24, 2003, pursuant to which the Company has granted to the Agent a
security interest in all of its ownership interests in certain of its
subsidiaries;


 


WHEREAS,
MIGC has executed and delivered to the Agent for the
benefit of the Banks that certain Amended and Restated Stock Pledge Agreement
of even date herewith (as from time to time supplemented, amended or restated,
the “Subsidiary Pledge Agreement”),
which amends and restates the Stock Pledge Agreement dated as of April 24,
2003, pursuant to which MIGC has granted to the Agent a security interest in
all of its ownership interests in MGTC;


 


WHEREAS,
the Company has executed and delivered to Prudential
that certain Pledge Agreement dated as of April 29, 1999 (as amended by
Amendment No. 2 to Pledge Agreement dated as of April 24, 2003 appointing
Bank of America, N.A. as collateral agent thereunder), pursuant to which the
Company has granted to Prudential, for itself and on behalf of the Initial
Prudential Noteholders under the Prudential Agreement and all subsequent
holders of the Prudential Notes under the Prudential Agreement, a security
interest in all of its ownership interests in certain of its subsidiaries, and
MIGC has executed and delivered to Prudential that 


 


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certain Pledge
Agreement dated as of April 29, 1999 (as amended by Amendment No. 2 to
Pledge Agreement dated as of April 24, 2003 appointing Bank of America,
N.A. as collateral agent thereunder), pursuant to which MIGC has granted to
Prudential, for itself and on behalf of the Initial Prudential Noteholders
under the Prudential Agreement and all subsequent holders of the Prudential
Notes under the Prudential Agreement, a security interest in all of its
ownership interests in MGTC (such Pledge Agreements as from time to time
amended, supplemented or restated herein being collectively called the “Prudential Pledge Agreements”);


 


WHEREAS,
subsidiaries of the Company may from time to time
create additional pledge agreements in favor of the Banks or any of them in
connection with the Bank Agreement, in favor of any Swap Lenders in connection
with any Swap Contracts, or in favor of the holders of the Prudential Notes in
connection with the Prudential Agreement (any such pledge agreements herein
being called the “Additional Pledge
Agreements” and any subsidiaries executing such Additional Pledge
Agreement herein being collectively called the “Additional Pledgors”);


 


WHEREAS,
the Agent, the Collateral Agent, Prudential, and the Banks have entered into
that certain Intercreditor Agreement dated as of as of April 24, 2003 (as
amended and supplemented to the date hereof, the “Existing Intercreditor Agreement”) to evidence their agreement
with respect to certain payments that may be received by the Lenders under or
in connection with the Subject Guaranties and the Pledge Agreements; and


 


WHEREAS,
the Lenders desire to amend and restate the Existing Intercreditor Agreement as
provided herein;


 


NOW,
THEREFORE, in consideration of the premises and the
mutual agreements herein contained, the Lenders hereby agree that the Existing
Intercreditor Agreement is hereby amended and restated to read in its entirety
as follows:


 


1.                                       Definitions.  As used herein the following definitions
shall have the meanings set forth below:


 


“Acceleration Event” means (i) the failure
by the Company to pay in full the outstanding principal balance of and any
accrued and unpaid interest on any Note on the final maturity date of such
Note; (ii) the acceleration of the outstanding principal balance of and any
accrued and unpaid interest on, any Note by any Lender or by any person or
entity acting on behalf of any Lender; or (iii) any of the Debtor Parties (A)
suffers the entry against it of a judgment, decree or order or relief by a
court of competent jurisdiction in an involuntary proceeding commenced under
any applicable bankruptcy, insolvency or other similar law of any jurisdiction
now or hereafter in effect, including the federal Bankruptcy Code, as from time
to time amended, or has any such proceeding commenced against it which remains
undismissed for a period of sixty days; (B) commences a voluntary case under
any applicable bankruptcy, insolvency or similar law now or hereafter in
effect, including the federal Bankruptcy Code, as from time to time amended; or
applies for or consents to the entry of an order for relief in an involuntary
case under any such law; or makes a general assignment for the benefit of
creditors; or fails generally to pay (or admits in writing its inability to
pay) its debts as such debts become


 


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due; or takes
corporate or other action to authorize any of the foregoing; or (C) suffers the
appointment of or taking possession by a receiver, liquidator, assignee,
custodian, trustee, sequestrator or similar official of all or a substantial
part of its assets in a proceeding brought against or initiated by it, and such
appointment or taking possession is neither made ineffective nor discharged
within thirty days after the making thereof, or such appointment or taking
possession is at any time consented to, requested by, or acquiesced to by it.


 


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


 


“Agent” has the meaning assigned to such
term in the preamble of this Agreement.


 


“Additional Guaranties” has the meaning
assigned to such term in the preamble of this Agreement.


 


“Additional Guarantors” has the meaning
assigned to such term in the preamble of this Agreement.


 


“Additional Pledge Agreements” has the meaning
assigned to such term in the preamble of this Agreement.


 


“Additional Pledgors” has the meaning
assigned to such term in the preamble of this Agreement.


 


“Banks” means the “Lenders” as such term is
defined in the Bank Agreement.


 


“Bank Agreement” has the meaning assigned to
such term in the preamble of this Agreement.


 


“Bank Agreement Obligations” means all
“Obligations” as defined in the Bank Agreement, as from time to time
supplemented, amended or restated (including, without limitation, default interest,
interest accruing at the then applicable rate provided in the Bank Agreement
after the maturity of the Bank Notes and interest accruing at the then
applicable rate provided in the Bank Agreement after the filing of any petition
in bankruptcy, or the commencement of any insolvency, reorganization or like
proceeding, relating to any of the Debtor Parties, whether or not a claim for
post-filing or post-petition interest is allowed in such proceeding), whether
direct or indirect, absolute or contingent, due or to become due, or now
existing or hereafter incurred, that arise under, out of, or in connection
with, the Bank Agreement, any Bank Notes or any other document made, delivered
or given in connection therewith, whether on account of principal, interest,
premium, fees, indemnities, costs, expenses


 


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or otherwise
(including, without limitation, all fees and disbursements of counsel to the
Agent and the Banks that are required to be paid by any of the Debtor Parties
pursuant to the terms of this Agreement, the Bank Agreement, any Bank Notes or
any other document made, delivered or given in connection therewith).


 


“Bank Guaranty” has the meaning assigned to
such term in the preamble of this Agreement.


 


“Bank Notes” has the meaning assigned to
such term in the preamble of this Agreement.


 


“Bank Pledge Agreements” means the Company
Pledge Agreement and the Subsidiary Pledge Agreement.


 


“Calculation Date” has the meaning assigned
to such term in Section 2 of this Agreement.


 


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


 


“Collateral Agent” means Bank of America,
N.A., in its capacity as Collateral Agent under and subject to the terms and
conditions of this Agreement.


 


“Collateral Agent-Related Persons” means the
Collateral Agent, together with its Affiliates, and the officers, directors,
employees, agents and attorneys-in-fact of such Persons and Affiliates.


 


“Company” has the meaning assigned to such
term in the preamble of this Agreement.


 


“Company Pledge Agreement” has the meaning
assigned to such term in the preamble of this Agreement


 


“Credit Agreements” means the Bank
Agreement, the Swap Contracts, and the Prudential Agreement.


 


“Debtor Parties” means the Company, MIGC,
any Guarantor, any Additional Guarantor, any Additional Pledgor.


 


“Determination Date” has the meaning
assigned to such term in Section 3 of this Agreement


 


“Existing Credit Agreement” has the meaning
assigned to such term in the preamble of this Agreement.


 


“Existing Intercreditor Agreement” has the
meaning assigned to such term in the preamble of this Agreement.


 


“Finance Documents” means this Agreement,
the Credit Agreements, the Security Documents and all other documents and
instruments under, by reason of which, or pursuant to


 


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which any or
all of the indebtedness and obligations arising under or pursuant to the Credit
Agreements are evidenced, governed, secured, guarantied, or otherwise dealt
with, and all other agreements, certificates, and other documents, instruments
and writings heretofore or hereafter delivered in connection herewith or
therewith.


 


“Guarantors” means Mountain Gas Resources,
Inc., a Delaware corporation, Western Gas Resources-Texas, Inc., a Texas corporation,
MGTC, Inc., a Wyoming corporation (“MGTC”),
MIGC, Inc., a Delaware corporation (“MIGC”),
Lance Oil & Gas Company, Inc., a Delaware corporation, and Western Gas
Wyoming, L.L.C., a Wyoming limited liability company.


 


“Indebtedness” means, with respect to any
Calculation Date or Determination Date, the aggregate outstanding principal
amount of indebtedness of the Company under the Bank Agreement, the Bank Notes,
the Prudential Agreement, and the Prudential Notes on such date.


 


“Indemnified Liabilities” means any and all
liabilities, obligations, losses, damages, penalties, claims, demands, actions,
judgments, suits, costs, expenses and disbursements (including reasonable
attorney’s costs and expenses) of any kind or nature whatsoever which may at
any time be imposed on, incurred by or asserted against any Collateral
Agent-Related Person in any way relating to or arising out of or in connection
with (a) the execution, delivery, enforcement, performance or administration of
this Agreement or any Security Document, (b) the use or proposed use of the
proceeds of any Collateral, or (c) any actual or prospective claim, litigation,
investigation or proceeding relating to any of the foregoing, whether based on
contract, tort or any other theory (including any investigation of, preparation
for, or defense of any pending or threatened claim, investigation, litigation
or proceeding).


 


“Initial Prudential Noteholders” has the
meaning assigned to such term in the preamble of this Agreement.


 


“Lenders” means the Banks, the Agent, the
Initial Prudential Noteholders and the other holders from time to time of the
Prudential Notes.


 


“Majority Lenders” means two or more
Lenders, including at least one holder of a Bank Note and one holder of a
Prudential Note, whose Proportionate Shares equal or exceed sixty-six and
two-thirds percent (66 2/3%).


 


“Make-Whole Amount” means with respect to
the holders of the Prudential Notes, the “Yield Maintenance Amount” as defined
in the Prudential Agreement except that (for purposes of this Agreement only)
the “Reinvestment Yield”, which is defined in the Prudential Agreement and used
in computing such Yield Maintenance Amount, shall be the rate of 1.45% per
annum with respect to the 9.24% Notes, 1.55% per annum with respect to the
7.61% Notes, 3.45% per annum with respect to the 6.36% Notes, and 1.62% per
annum with respect to the 5.92% Notes, above the Reinvestment Yield, as it
would otherwise be calculated under the Prudential Agreement, and with respect
to additional Prudential Notes issued under the Prudential Agreement, the
initial spread over comparable average life U.S. treasuries at time of
commitment


 


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to purchase
such Prudential Notes above the Reinvestment Yield, as it would otherwise be
calculated under the Prudential Agreement.


 


“Notes” means the Bank Notes and the
Prudential Notes.


 


“Obligations” means (i) the Bank Agreement
Obligations, (ii) the Swap Agreement Obligations and (iii) the Prudential
Agreement Obligations.


 


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


 


“PICA” has the meaning assigned to such term
in the preamble of this Agreement.


 


“Pledge Agreements” means the Bank Pledge
Agreements, the Prudential Pledge Agreements, and all Additional Pledge
Agreements.


 


“Proportionate Share” means a fraction (i)
the numerator of which is the sum of the Indebtedness owing to such Lender plus
the Swap Amount and/or Make-Whole Amount owing to such Lender and (ii) the
denominator of which is the sum of the Indebtedness owing to all Lenders plus
the Swap Amount and/or Make-Whole Amount owing to all Lenders;


 


“Pruco” has the meaning assigned to such term
in the preamble of this Agreement.


 


“Prudential” has the meaning assigned to
such term in the preamble of this Agreement.


 


“Prudential Affiliate” means (i) any
corporation or other entity controlling, controlled by, or under common control
with, Prudential either directly or through subsidiaries and (ii) any managed
account or investment fund which is managed by Prudential or a Prudential
Affiliate described in clause (i) of this definition.  For purposes of this definition, the terms “control”, “controlling”
and “controlled” shall mean the ownership, directly or through subsidiaries, of
a majority of a corporation’s or other entity’s Voting Stock or equivalent
voting securities or interests.


 


“Prudential Agreement” has the meaning
assigned to such term in the preamble of this Agreement.


 


“Prudential Agreement Obligations” means the
unpaid principal of, interest on and “Yield Maintenance Amount” as defined in
the Prudential Agreement, if any, on the Prudential Notes and all other
obligations and liabilities of any of the Debtor Parties to the holders from
time to time of the Prudential Notes (including, without limitation, interest
accruing at the then applicable rate provided in the Prudential Agreement, as
from time to time supplemented, amended or restated, or the Prudential Notes, as applicable, after the maturity
thereof and interest accruing at the then applicable rate provided in the
Prudential Agreement or the Prudential Notes, as applicable, after the filing
of any petition in bankruptcy, or the commencement of any insolvency,
reorganization or like proceeding, relating to any of the Debtor Parties,
whether or not a claim for post-filing or post-petition interest is allowed in
such proceeding), whether direct or indirect, absolute or contingent, due or to
become due, or now existing or hereafter incurred,


 


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which may
arise under, out of, or in connection with, the Prudential Agreement, any
Prudential Notes or any other document made, delivered or given in connection
therewith, whether on account of principal, interest, Make-Whole Amount, fees,
indemnities, costs, expenses or otherwise (including, without limitation, all
fees and disbursements of counsel to any holder(s) of the Prudential Notes that
are required to be paid by the Debtor Parties pursuant to the terms of this
Agreement, the Prudential Agreement, the Prudential Notes or any other document
made, delivered or given in connection therewith).


 


“Prudential Guaranties” has the meaning
assigned to such term in the preamble of this Agreement.


 


“Prudential Notes” means the 7.61% Senior
Notes due July 28, 2007 (the “7.61%
Notes”), the 9.24% Senior Notes due October 27, 2004 (the “9.24% Notes”), the 6.36% Senior Notes,
Series H, due January 17, 2008 (the “6.36%
Notes”), the 5.92% Senior Notes, Series I, due June 30, 2011
(the “5.92% Notes”), and any
additional Senior Notes issued pursuant to the Prudential Agreement or in
replacement thereof.


 


“Prudential Pledge Agreements” has the
meaning assigned to such term in the preamble of this Agreement.


 


“Subject Guaranties” means the Bank
Guaranty, the Prudential Guaranties and the Additional Guaranties.


 


“Subject Guaranty Excess Amount” has the
meaning assigned to such term in Section 2 of this Agreement.


 


“Subsidiary Pledge Agreement” has the
meaning assigned to such term in the preamble of this Agreement


 


“Security Documents” means the Pledge
Agreements.


 


“Security Document Excess Amount” has the
meaning assigned to such term in Section 3 of this Agreement.


 


“Swap Agreement Obligations”  means any amounts that, at the time in
question, are due and payable to any Swap Lender under any Swap Contract.


 


“Swap Amount” means with respect to each
Swap Lender on each Calculation Date and on each Determination Date, the Swap
Termination Value under all Swap Contracts which would be due and owing
thereunder to such Swap Lender on such Calculation Date or Determination Date
if any such Swap Contract were terminated on such date whether or not such Swap
Amount is actually due and owing on such date.


 


“Swap Lender” means with respect to any
Calculation Date or any Determination Date, each Lender that is a party to a
Swap Contract with the Company or an Affiliate of the Company on such date.


 


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


 


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


 


“Voting Stock”  means, with respect to any corporation, any shares of stock
of such corporation whose holders are entitled under ordinary circumstances to
vote for the election of directors of such corporation (irrespective of whether
at the time stock of any other class or classes shall have or might have voting
power by reason of the happening of any contingency).


 


2.                                       Subject
Guaranties.  If, after the
occurrence and during the continuance of a “Default” or “Event of Default”
under any Credit Agreement (as “Default” or “Event of Default” is defined in
each Credit Agreement) any Lender shall at any time obtain any payment or other
recovery (whether voluntary, involuntary, by application of setoff or
otherwise) from any Guarantor pursuant to a Subject Guaranty (each date on which
a Lender receives any such payment or recovery is herein called a “Calculation Date”) in excess of its
Proportionate Share calculated as of such date of payments or other recoveries
then or therewith obtained by all Lenders with respect to the Subject Guaranties,
such Lender shall purchase from the other Lenders such participation(s) in the
Indebtedness (and interest thereon) of the Company held by such other Lenders
that is guaranteed pursuant to such other Lenders’ Subject Guaranty or Subject
Guaranties, as shall be necessary to cause such purchasing Lender to share such
payment or other recovery ratably with such selling Lenders; provided, however,
that if all or any portion of such payment or other recovery is thereafter
recovered from such purchasing Lender, the purchase shall be rescinded, and
each selling Lender shall repay to the purchasing Lender the purchase price, to
the ratable extent of such recovery, together with an amount equal to such
selling Lender’s ratable share (according to the proportion of (x) the amount
of such selling


 


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Lender’s
required repayment to the purchasing Lender to (y) the total amount so
recovered from the purchasing Lender) of any interest or other amount paid or
payable by the purchasing Lender in respect of the total amount so
recovered.  Notwithstanding the
foregoing, if a Swap Amount is not due and owing on a Calculation Date or does
not actually become due and owing within 30 days of such Calculation Date, and
as a result of the inclusion of the Swap Amount in calculating a Swap Lender’s
Proportionate Share, such Swap Lender receives a greater portion of any payment
or other recovery from any Guarantor than it would have if the Swap Amount had
not been included in such calculation (such amount is herein called a “Subject Guaranty Excess Amount”), then such
Swap Lender shall immediately purchase from each other Lender such
participation(s) in the Indebtedness (and interest thereon) of the Company held
by such other Lender that is guaranteed pursuant to such other Lender’s Subject
Guaranty or Subject Guaranties in an amount equal to such other Lender’s
Proportionate Share as of such Calculation Date (after being recalculated to
exclude the Swap Amount) of the Subject Guaranty Excess Amount plus such other
Lender’s Proportionate Share of any interest earned by the Swap Lender on such
Subject Guaranty Excess Amount.


 


3.                                       Security
Documents.  If any Lender shall at
any time obtain any payment or other recovery (whether voluntary, involuntary,
or otherwise) under a Security Document (each date on which a Lender receives
any such payment or recovery is herein called a “Determination Date”) in excess of its Proportionate Share
calculated as of such date of payments or other recoveries then or therewith
obtained by all Lenders under a Security Document, such Lender shall purchase
from the other Lenders such participation(s) in the Indebtedness (and interest
thereon) of the Company held by such other Lenders that is secured by the Security
Documents, as shall be necessary to cause such purchasing Lender to share such
payment or other recovery ratably with such selling Lenders; provided, however,
that if all or any portion of such payment or other recovery is thereafter
recovered from such purchasing Lender, the purchase shall be rescinded, and
each selling Lender shall repay to the purchasing Lender the purchase price, to
the ratable extent of such recovery, together with an amount equal to such
selling Lender’s ratable share (according to the proportion of (x) the amount
of such selling Lender’s required repayment to the purchasing Lender to (y) the
total amount so recovered from the purchasing Lender) of any interest or other
amount paid or payable by the purchasing Lender in respect of the total amount
so recovered.  Notwithstanding the
foregoing, if a Swap Amount is not due and owing on a Determination Date or
does not actually become due and owing within 30 days of such Determination
Date, and as a result of the inclusion of the Swap Amount in calculating a Swap
Lender’s Proportionate Share, such Swap Lender receives a greater portion of
any payment or other recovery with respect to the Collateral under any Security
Documents than it would have if the Swap Amount had not been included in such
calculation (such amount is herein called a “Security
Document Excess Amount”), then such Swap Lender shall immediately
purchase from each other Lender such participation(s) in the Indebtedness (and
interest thereon) of the Company held by such other Lender that is secured
under such other Lender’s Security Document in an amount equal to such other
Lender’s Proportionate Share as of such Determination Date (after being
recalculated to exclude the Swap Amount) of the Security Document Excess Amount
plus such other Lender’s Proportionate Share of any interest earned by the Swap
Lender on such Security Document Excess Amount.


 


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4.                                       Consent
and Agreement.  Each of the Company
and each Guarantor, by signing the Consent and Agreement attached hereto,
agrees that each Lender so purchasing a participation from another Lender
pursuant to Section 2 or 3 hereof may, to the fullest extent permitted by
law, exercise all its rights of payment (including rights of setoff) with
respect to such participation as fully as if such Lender were the direct
creditor of the Company and such Guarantor in the amount of such
participation.  By its execution of the
Consent and Agreement, the Company hereby agrees that it shall cause each
Additional Guarantor and each Additional Pledgor to execute and deliver to
Lenders a Consent and Agreement substantially in the form attached hereto
concurrently with the delivery of its respective Additional Guaranty or
Additional Pledge Agreement, as applicable.


 


5.                                       Bankruptcy
Claims.  If under any applicable
bankruptcy, insolvency or other similar law, any Lender receives a secured
claim in lieu of a setoff to which Section 3 hereof applies, such Lender
shall exercise its rights in respect of such secured claim in a manner
consistent with the rights of the other Lenders in accordance with
Section 3 hereof.


 


6.                                       Perfection
and Priority.  All security
interests of the Lenders in the Collateral shall be pari passu
regardless of the order of filing of any financing statements with respect
thereto or the taking of any other action relevant to the determination of the
perfection or priority of such security interests.  Except for the filings to be made by the Agent on behalf of the
Banks, each Lender shall be responsible for the preparation and filing of its
respective financing statement covering the Collateral.  The Lenders hereby direct the Agent to
receive and maintain physical possession, of all certificates (the “Certificates”) evidencing the Collateral.  The Agent will hold the Certificates to
perfect each Lender’s security interest in the Collateral.  The Agent will hold the Certificates in its
capacity as collateral agent for the Lenders.


 


7.                                       Collateral
Agent Appointment, Powers, and Immunities.


 


(a)                                  Each
Lender hereby irrevocably appoints and authorizes Bank of America, N.A. to act
as Collateral Agent under the Security Documents on the terms and conditions
set forth in this Agreement and any other Security Documents (including,
without limitation, the Bank Pledge Agreements and any Additional Pledge
Agreements), as applicable, in the name of and for the benefit of the Lenders,
and Bank of America, N.A., hereby accepts such appointment and shall have all
of the rights and obligations of the Collateral Agent hereunder and under the
Security Documents.


 


(b)                                 Each
Lender hereby authorizes Collateral Agent to do the following in accordance
with the terms of this Agreement and the Security Documents:


 


(i)                                     to
receive all documents and items to be furnished from time to time to Collateral
Agent or any Lender under the Security Documents;


 


(ii)                                  to
distribute to the Lenders information, requests, documents, and other items
received from the Company and other Persons under the Security Documents;


 


11

















 


(iii)                               to
execute and deliver to the Company and other Persons requests, demands,
notices, approvals, consents, waivers, and other communications received from
Lenders in connection with the Security Documents and herewith subject to the
terms and conditions set forth therein and herein;


 


(iv)                              to
receive on behalf of each of the Lenders any payment of monies paid to
Collateral Agent in accordance with this Agreement and the Security Documents,
and to distribute to each Lender in accordance with the terms of this Agreement
such Lender’s share of all payments so received based upon such Lender’s
Proportionate Share;


 


(v)                                 to
act on behalf of Lenders at the direction of any Lender to maintain the
perfection and priority of the Liens created under the Security Documents;


 


(vi)                              subject
to the terms and conditions of the Security Documents and this Agreement, to
exercise on behalf of each Lender all remedies of Lenders under the Security
Documents upon the occurrence of any Acceleration Event; and


 


(vii)                           subject
to the terms and conditions of the Security Documents and this Agreement, to
take such other actions as may be directed by Majority Lenders as are
reasonably incident to any powers granted to Collateral Agent hereunder, including
but not limited to any action described in Sections 8 and 9(a) hereof.


 


8.                                       Enforcement
Against Collateral; Application of Proceeds from Collateral.


 


(a)                                  Prior
to the occurrence of an Acceleration Event, no Lender shall exercise any remedy
or other right available to it with respect to any Collateral.  Concurrently with the occurrence of any
event described in either clause (i) or (ii) of the definition of Acceleration
Event, the Lender whose Note has matured and has not been paid at maturity or
so accelerating its Note, as the case may be, shall give written notice of such
Acceleration Event to the Agent, in its capacity as Collateral Agent, and each
other Lender.


 


(b)                                 The
Lenders agree among themselves and for their own benefit alone that the liens
and security interests granted and provided for in the Security Documents shall
not be enforced against any of the Collateral except at the direction of the
Majority Lenders upon the occurrence of one or more Acceleration Events and in
compliance with the provisions hereof. Each Lender agrees that, as long as any
Indebtedness exists or may become outstanding pursuant to the terms of the
Finance Documents, the provisions of this Agreement shall provide the exclusive
method by which any Lender may exercise rights and remedies under the Security
Documents.


 


(c)                                  Upon
the occurrence of any Acceleration Event and the Collateral Agent’s actual
knowledge of or receipt of a notice of Acceleration Event, the Collateral
Agent, at the direction of the Majority Lenders, shall seek to realize upon the
security interests and liens granted to the Collateral Agent and/or any Lenders
under the Security Documents in such manner as shall be directed by the
Majority Lenders. Whether before or after any Acceleration Event, subject to
the terms and conditions hereof, the Collateral Agent shall (except to the
limited extent provided in


 


12

















 


the last
sentence of Section 9(e)) act only on the directions of the Majority
Lenders with respect to the preservation, protection, collection or realization
upon any Collateral.  Notwithstanding
the foregoing, in the event that the Collateral Agent deems (in its reasonable
discretion) that the provisions of this Agreement are not adequate to protect
the Collateral Agent against the liabilities associated with any of the actions
described above, then the Collateral Agent may refuse to take such action until
such time as the Lenders have granted to Collateral Agent additional security
or indemnifications satisfactory to Collateral Agent in its reasonable
discretion to protect it against such liabilities.


 


(d)                                 Whenever
Collateral Agent applies any cash proceeds received by Collateral Agent in
respect of any sale of, collection from, or other realization upon all or any
part of the Collateral, the same shall be applied in the following order:


 


(i)                                     To
the repayment of all costs and expenses, including reasonable attorneys’ fees
and legal expenses, incurred by Collateral Agent in connection with (1) the administration
of the Security Documents, (2) the custody, preservation, use or operation of,
or the sale of, collection from, or other realization upon, any Collateral, (3)
the exercise or enforcement of any of the rights of Collateral Agent hereunder
or under the Security Documents, or (4) the failure of the Company or any
Affiliate of the Company to perform or observe any of the provisions of the
Security Documents and to any Indemnified Liabilities and reimbursements due
Collateral Agent under Section 9(g);


 


(ii)                                  To
the payment or other satisfaction of any Liens, encumbrances, or adverse claims
upon or against any of the Collateral that are prior to those of the Collateral
Agent or which Collateral Agent is otherwise required to pay under applicable
law;


 


(iii)                               To
the reimbursement of Collateral Agent for the amount of any obligations of the
Company or any Affiliate of the Company that are prior to those of the
Collateral Agent or which Collateral Agent is otherwise required to pay under
applicable law and are paid or discharged by Collateral Agent (other than
amounts for principal and interest under the Notes) pursuant to the provisions
hereof or of the Security Documents, and of any expenses of Collateral Agent
payable by the Company or any Affiliate of the Company hereunder or thereunder;


 


(iv)                              To
the satisfaction the Obligations of the Lenders, to each Lender in accordance
with such Lender’s Proportionate Share;


 


(v)                                 To
the payment or prepayment of any other Obligations of a Lender not included in
subsection (iv) above, which payment shall be made ratably to each Lender
in accordance with its pro rata share of such Obligations;


 


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


 


13

















 


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


 


The provisions
of this Section 8(d) are intended solely to establish the manner and
amount of distribution of proceeds as among the Lenders.  The provisions of this Agreement are not
intended, as among the Banks, to modify or amend the manner of application of
funds as set forth in the Bank Agreement and related documents or to modify or
amend the manner of application of funds as set forth in the Prudential
Agreement and related documents.  Any
amounts distributable hereunder to a Lender shall be applied in accordance with
the priorities set forth in the applicable Finance Documents, regardless of how
such payments are characterized or the order of priority under this
Section 8(d).


 


(e)                                  Whenever
Collateral Agent in good faith determines that it is uncertain about how to
distribute to Lenders any funds which it has received, or whenever Collateral
Agent in good faith determines that there is any dispute among Lenders about
how such funds should be distributed, Collateral Agent may choose to defer
distribution of the funds which are the subject of such uncertainty or dispute.  If Collateral Agent in good faith believes
that the uncertainty or dispute will not be promptly resolved, or if Collateral
Agent is otherwise required to invest funds pending distribution to Lenders,
Collateral Agent shall invest such funds pending distribution; all interest on
any such investment shall be distributed upon the distribution of such
investment and in the same proportion and to the same Persons as such
investment.  All moneys received by
Collateral Agent for distribution to Lenders shall be held by Collateral Agent
pending such distribution solely as Collateral Agent for such Lenders, and
Collateral Agent shall have no equitable title to any portion thereof except in
its separate capacity as a Lender.


 


9.                                       Provisions
Concerning Collateral Agent.


 


(a)                                  Duties
as Collateral Agent. 
Notwithstanding any provision to the contrary contained elsewhere herein
or in any other Finance Document, the Collateral Agent shall not have any
duties or responsibilities, except those expressly set forth herein, nor shall
the Collateral Agent have or be deemed to have any fiduciary relationship with
any Lender or participant, and no implied covenants, functions,
responsibilities, duties, obligations or liabilities shall be read into this
Agreement or any other Finance Document or otherwise exist against the
Collateral Agent.  Without limiting the
generality of the foregoing sentence, the use of the term “agent” herein with
reference to the Collateral Agent is not intended to connote any fiduciary or
other implied (or express) obligations arising under agency doctrine of any
applicable law.  Instead, such term is
used merely as a matter of market custom, and is intended to create or reflect
only an administrative relationship between independent contracting
parties.  The Lenders irrevocably
authorize the Collateral Agent, at its option and in its discretion, to release
any lien on or security interest in any Collateral (i) if the property subject
to such lien or security interest is permitted to be sold or otherwise transferred
pursuant to both the Bank Agreement and the Prudential Agreement or such lien
is otherwise permitted to be released pursuant to such Credit Agreements and
(ii) upon termination of and payment in full of all Obligations (other than
contingent indemnification obligations, including but not limited to
obligations of the Debtor Parties under the Swap Agreements that are not yet
due).


 


14

















 


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


 


(c)                                  Liability
of Collateral Agent.  No Collateral
Agent-Related Person shall (a) be liable for any action taken or omitted to be
taken by any of them under or in connection with this Agreement or any Security
Document or the transactions contemplated hereby and thereby including but not limited to those arising from its
own negligence  (except for its own
gross negligence or willful misconduct in connection with its duties expressly
set forth herein), or (b) be responsible in any manner to any Lender
or participant for any recital, statement, representation or warranty made by
the Company, any of the Company’s Affiliates or any officer thereof, contained
herein or in any other Security Document, or in any certificate, report,
statement or other document referred to or provided for in, or received by the
Collateral Agent under or in connection with, this Agreement or any Security
Document, or the validity, effectiveness, genuineness, enforceability or
sufficiency of this Agreement or any Security Document, or for any failure of
the Company or any of its Affiliates to perform its obligations hereunder or
thereunder.  No Collateral Agent-Related
Person shall be under any obligation to any Lender or participant to ascertain
or to inquire as to the observance or performance of any of the agreements
contained in, or conditions of, this Agreement or any Security Document, or to
inspect the properties, books or records of the Company or any of its
Affiliates.


 


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


 


(e)                                  Notice
of Default.  The Collateral Agent
shall not be deemed to have knowledge or notice of the occurrence of any
Acceleration Event or any “Default” or “Event of Default” under any Credit
Agreement or Security Document (as “Default” or “Event of Default” is defined
in each Credit Agreement and Security Document), except with respect to
defaults in the payment of principal, interest and fees required to be paid to the
Collateral Agent, acting in its


 


15

















 


capacity as
“Administrative Agent” under the Bank Agreement, as for the account of the
Banks, or unless the Collateral Agent shall have received written notice from a
Lender or the Company, describing such “Default” or “Event of Default” and
stating that such notice is a “notice of default.”  The Collateral Agent will notify the Lenders of its receipt of
any such notice.  The Collateral Agent
shall take such action with respect to the Collateral after any such “Default”
or “Event of Default” as may be directed by the Majority Lenders in accordance
with the terms hereof.  Unless and until
the Collateral Agent has received any such direction, the Collateral Agent
shall not be obligated to take such action with respect to such “Default” or
“Event of Default”.  Furthermore, the
Collateral Agent may (but shall not be obligated to) take action hereunder to
the extent necessary to maintain insurance on the Collateral or otherwise
protect the Collateral from damage or destruction.


 


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


 


(g)                                 Indemnification
of Collateral Agent.  The Lenders
shall indemnify upon demand each Collateral Agent-Related Person (to the extent
not reimbursed by or on behalf of the Company or any of its Affiliates and
without limiting the obligation of the Company or any of its Affiliates to do
so), to the extent of each Lender’s Proportionate Share, and hold harmless each
Collateral Agent-Related Person from and against any and all Indemnified
Liabilities incurred by it, including but not
limited to those arising from its own negligence;  provided,
however, that no Lender shall be liable for the payment to any
Collateral Agent-Related Person of


 


16

















 


any
portion of such Indemnified Liabilities to the extent determined in a final,
nonappealable judgment by a court of competent jurisdiction to have resulted
from such Collateral Agent-Related Person’s own gross negligence or willful
misconduct; provided, however, that no
action taken in accordance with the directions of the Majority Lenders shall be
deemed to constitute gross negligence or willful misconduct for purposes of
this Section.  Without limitation of the
foregoing, each Lender shall reimburse the Collateral Agent upon demand for its
ratable share of any costs or out-of-pocket expenses (including reasonable
attorney’s fees and expenses) incurred by the Collateral Agent in connection
with the preparation, execution, delivery, administration, modification,
amendment or enforcement (whether through negotiations, legal proceedings or
otherwise) of, or legal advice in respect of rights or responsibilities under,
this Agreement or any Security Document to the extent that the Collateral Agent
is not reimbursed for such expenses by or on behalf of the Company.  The undertaking in this Section shall
survive termination of the Indebtedness. 
Notwithstanding anything herein to
the contrary, the parties hereto agree that the obligations of each holder of a
Prudential Note to Collateral Agent under this Section 9(g) shall be
limited to the amount of the proceeds of the Collateral it receives hereunder,
under the Security Documents or from any other source that is attributable to
the Collateral.


 


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


 


(i)                                     Successor
Collateral Agent.  The Collateral
Agent may resign as Collateral Agent upon not less than 60 days’ notice to the
Lenders, with such resignation to take effect upon the acceptance by a
successor Collateral Agent of its appointment as the Collateral Agent
hereunder.  In addition, the Majority
Lenders may remove the Collateral Agent by giving written notice thereof to the
Collateral Agent at least 30 days’ prior to the effective date of such removal.
Upon any such resignation or removal, the Majority Lenders shall have the right
to appoint a successor Collateral Agent. 
If no successor Collateral Agent shall have been so appointed and shall
have accepted such appointment in writing within 30 days after the retiring
Collateral Agent’s giving of notice of resignation or its removal, then the
retiring Collateral Agent may, on behalf of the Lenders, appoint a successor
Collateral Agent which meets the eligibility requirements of Section 9(k),
and the Debtor Parties agree to pay such reasonable fees and expenses of any
such appointee as shall be necessary to induce such appointee to agree to
become a successor Collateral Agent hereunder. Upon acceptance of appointment
as Collateral Agent, such successor shall thereupon and forthwith succeed to
and become vested with all the rights, powers and


 


17

















 


privileges,
immunities and duties of the retiring Collateral Agent, the term “Collateral
Agent” shall mean such successor Collateral Agent, and the retiring Collateral
Agent, upon the transferring and setting over to such successor Collateral
Agent all rights, moneys and other collateral held by it in its capacity as
Collateral Agent, shall be discharged from its duties and obligations
hereunder.  After any retiring
Collateral Agent’s resignation or removal hereunder as Collateral Agent, the
provisions of this Section 9 shall inure to its benefit as to any actions
taken or omitted to be taken by it while it was Collateral Agent under this
Agreement.


 


(j)                                     Succession
of Successor Collateral Agent.  Any
successor Collateral Agent appointed hereunder shall execute, acknowledge and
deliver to the Debtor Parties, the Banks, the holders of the Prudential Notes
and the predecessor Collateral Agent an instrument accepting such appointment,
and thereupon such successor Collateral Agent, without any further act, deed,
conveyance or transfer, shall become vested with the title to the Collateral,
and with all the rights, powers, duties and obligations of the predecessor
Collateral Agent in the trust hereunder, with like effect as if originally
named as Collateral Agent herein.  Upon
the request of any such successor Collateral Agent, the Debtor Parties and the
predecessor Collateral Agent shall promptly execute and deliver such instruments
of conveyance and further assurance reflecting terms consistent with the terms
of the Finance Documents then in effect and do such other things as may
reasonably be required for more fully and certainly vesting and confirming in
such successor Collateral Agent its interest in the Collateral and all such
rights, powers, duties and obligations of the predecessor Collateral Agent
hereunder, and the predecessor Collateral Agent shall also promptly assign and
deliver to the successor Collateral Agent any Collateral subject to the lien
and security interest of this Agreement which may then be in its possession.


 


(k)                                  Eligibility
of Designated Replacement Collateral Agent.  Any successor Collateral Agent appointed by a retiring Collateral
Agent pursuant to Section 9(i) shall be a state or national bank or trust
company in good standing, organized under the laws of the United States of
America or of any state, having a capital, surplus and undivided profits
aggregating at least $500,000,000 and whose certificates of deposit have a
Satisfactory Rating, if there be such a bank or trust company willing and able
to accept the duties hereunder upon reasonable and customary terms.  As used in this Section 9(k), the term
“Satisfactory Rating” means, with respect to any Person, that such Person and
its bank deposits or other short term credit obligations have both a short-term
bank deposit rating of Prime-2 or better from Moody’s Investors Service, Inc.
and a short term credit obligation rating of A-3 or better from Standard and
Poor’s, a division of The McGraw-Hill Companies.


 


(l)                                     Successor
Collateral Agent by Merger.  Any
corporation into which the Collateral Agent may be merged or with which it may
be consolidated, or any corporation resulting from any merger or consolidation
to which the Collateral Agent shall be a party, or any state or national bank
or trust company in any manner succeeding to the corporate trust business of
the Collateral Agent as a whole or substantially as a whole shall be the
successor of the Collateral Agent hereunder without the execution or filing of
any paper or any further act on the part of any of the parties hereto, anything
to the contrary contained herein notwithstanding.


 


10.                                 Unconditional
Agreement.  This Agreement shall in
all respects be a continuing, absolute, unconditional and irrevocable
agreement, and shall remain in full force and effect until


 


18

















 


the payment in
full of all Obligations (other than contingent obligations, including but not
limited to obligations of the Debtor Parties under Swap Agreements which are
not yet due) satisfied in full, all obligations of all Lenders to the other
Lenders hereunder shall have been satisfied in full and all Security Documents
have been terminated.  Each Lender
agrees that this Agreement shall continue to be effective or be reinstated, as
the case may be, if at any time any payment (in whole or in part) of any of the
obligations of the Company, any of the Guarantors or any of the Additional
Guarantors is rescinded or must otherwise be restored by any Lender, upon the
insolvency, bankruptcy or reorganization of the Company, any of the Guarantors
or any of the Additional Guarantors or otherwise, as though such payment had
not been made.


 


11.                                 Representations
and Warranties of Bank.  In order to
induce the Initial Prudential Noteholders to enter into this Agreement, each of
the Banks and the Agent severally represent and warrant to the Initial
Prudential Noteholders that it has full corporate power, and has taken all
action necessary, to execute and deliver this Agreement and to fulfill its
respective obligations hereunder, and that no governmental or other
authorizations are required in connection herewith, and that this Agreement
constitutes its legal, valid and binding obligation, enforceable in accordance
with its terms, except as limited by bankruptcy, insolvency, reorganization,
moratorium, regulatory and similar laws of general application and by general
principles of equity.


 


12.                                 Representations
and Warranties of the Initial Prudential Noteholders.  In order to induce the Banks and the Agent
to enter into this Agreement, each Initial Prudential Noteholder represents and
warrants to the Banks and the Agent that it has full corporate power, and has
taken all action necessary, to execute and deliver this Agreement and to
fulfill its obligations hereunder, and that no governmental or other
authorizations are required in connection herewith, and that this Agreement
constitutes its legal, valid and binding obligation, enforceable in accordance
with its terms, except as limited by bankruptcy, insolvency, reorganization,
moratorium, regulatory and similar laws of general application and by general
principles of equity.


 


13.                                 Successors
and Assigns.  This Agreement shall
be binding upon, and inure to the benefit of and be enforceable by, the Lenders
and each of their respective successors, transferees and assigns.  Without limiting the generality of the
foregoing sentence, any Lender may assign or otherwise transfer (in whole or in
part) to any other person or entity the obligations of the Debtor Parties to
such Lender (with respect to the Banks, subject to the provisions of the Bank
Agreement and with respect to the holders of the Prudential Notes, subject to
the Prudential Agreement), and such other person or entity shall thereupon
become vested with all rights and benefits, and become subject to all the
obligations, in respect thereof granted to or imposed upon such Lender under
this Agreement, subject, however, to any contrary provisions in such assignment
or transfer (with respect to the Banks, subject to the provisions of the Bank
Agreement and with respect to the holders of the Prudential Notes, subject to
the Prudential Agreement).


 


14.                                 Benefit
of Agreement.  None of the
provisions of this Agreement shall inure to the benefit of any of the Debtor
Parties or any other Person other than the Lenders; consequently, neither the
Debtor Parties nor any other persons shall be entitled to rely upon, or to
raise as a


 


19

















 


defense, in
any manner whatsoever, the provisions of this Agreement or the failure of any
Lender to comply with such provisions.


 


15.                                 Amendments
and Waivers.  No amendment to or
waiver of any provision of this Agreement, nor consent to any departure by any
Lender herefrom, shall in any event be effective unless the same shall be in
writing and signed by Majority Lenders, and each such waiver or consent shall
be effective only in the specific instance and for the specific purpose for which
given; provided, however, that without the consent of each
Lender, no such amendment, waiver or consent shall: (a) amend this
Section 15, (b) amend the definition of Proportionate Share or (c) change
Sections 2, 3, 6 or 8 in a manner that would alter the pari passu treatment of
the security interests of the Lenders, the order of priority or the pro rata
sharing of payments required thereby.


 


16.                                 Notices.  All notices and other communications
provided to any Lender under this Agreement shall be in writing or by facsimile
and addressed, delivered or transmitted to such Lender at its address or
facsimile number set forth (a) on Annex 1 hereto, or (b) at such other address
or facsimile number as may be designated by such Lender in a notice to the
other Lenders.  Any notice, if mailed
and properly addressed with postage prepaid or if properly addressed and sent
by prepaid courier service, shall be deemed given received; any notice, if
transmitted by facsimile, shall be deemed given when transmitted if actually
received, and the burden of proving receipt shall be on the transmitting
Lender.


 


17.                                 Remedies
Cumulative.  No failure or delay on
the part of any Lender in exercising any power or right under this Agreement
shall operate as a waiver thereof, nor shall any single or partial exercise of
any such power or right preclude any other or further exercise thereof of the
exercise of any other power or right. 
The remedies herein provided are cumulative and not exclusive of any
remedies provided by law.


 


18.                                 Integration.  Whenever possible each provision of this
Agreement shall be interpreted in such manner as to be effective and valid
under applicable law, but if any provision of this Agreement shall be
prohibited by or invalid under such law, such provision shall be ineffective to
the extent of such prohibition or invalidity, without invalidating the
remainder of such provision or the remaining provisions of this Agreement.


 


19.                               NO
ORAL AGREEMENTS.  THIS AGREEMENT
SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE INTERNAL LAWS OF THE
STATE OF TEXAS.  THIS AGREEMENT
CONSTITUTES THE ENTIRE UNDERSTANDING BETWEEN THE PARTIES HERETO WITH RESPECT TO
THE SUBJECT MATTER HEREOF AND SUPERSEDES ANY PRIOR AGREEMENTS, WRITTEN OR ORAL,
WITH RESPECT THERETO.


 


20.                               JURY
TRIAL.  EACH LENDER HEREBY
KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVES ANY RIGHTS IT MAY HAVE TO A
TRIAL BY JURY IN RESPECT OF ANY LITIGATION BASED HEREON, OR ARISING OUT OF,
UNDER, OR IN CONNECTION WITH, THIS AGREEMENT, OR ANY COURSE OF CONDUCT, COURSE
OF DEALING, STATEMENTS (WHETHER


 


20

















 


ORAL
OR WRITTEN) OR ACTIONS OF ANY LENDER IN CONNECTION HEREWITH.  EACH LENDER ACKNOWLEDGES AND AGREES THAT IT
HAS RECEIVED FULL AND SUFFICIENT CONSIDERATION FOR THIS PROVISION AND THAT THIS
PROVISION IS A MATERIAL INDUCEMENT FOR THE OTHER LENDERS ENTERING INTO THIS
AGREEMENT.


 


21.                                 Restatement.  This Agreement amends and restates in its
entirety the Existing Intercreditor Agreement.


 


22.                                 Counterparts.  This Agreement may be separately executed in
counterparts and by the different parties hereto in separate counterparts, each
of which when so executed shall be deemed to constitute one and the same
Agreement.  This Agreement may be duly executed
by facsimile or other electronic transmission.


 


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


 


[THE
REMAINDER OF THIS PAGE IS INTENTIONALLY LEFT BLANK.]


 


21

















 


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


 


 


	
   

  	
  BANK OF
  AMERICA, N.A.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Richard
  L. Stein

  	
   

  
	
   

  	
   

  	
  Name:
  Richard L. Stein

  
	
   

  	
   

  	
  Title:
  Principal

  



 

















 


	
   

  	
  BANK OF
  OKLAHOMA, N.A.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Thomas
  M. Foncannon

  	
   

  
	
   

  	
   

  	
  Name: Thomas
  M. Foncannon

  
	
   

  	
   

  	
  Title:
  Senior Vice President

  



 

















 


	
   

  	
  BNP PARIBAS

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ J.
  Onischuk

  	
   

  
	
   

  	
   

  	
  Name: J.
  Onischuk

  
	
   

  	
   

  	
  Title:
  Director

  
	
   

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Greg
  Smothers

  	
   

  
	
   

  	
   

  	
  Name: Greg
  Smothers

  
	
   

  	
   

  	
  Title: Vice
  President

  
					



 

















 


	
   

  	
  COMERICA
  BANK

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Peter L.
  Sefzik

  	
   

  
	
   

  	
   

  	
  Name: Peter
  L. Sefzik

  
	
   

  	
   

  	
  Title: Vice
  President

  



 

















 


	
   

  	
  COMPASS BANK

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ John M.
  Falbo

  	
   

  
	
   

  	
   

  	
  Name: John
  M. Falbo

  
	
   

  	
   

  	
  Title:
  Senior Vice President

  



 

















 


	
   

  	
  KEYBANK
  NATIONAL ASSOCIATION

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Thomas
  Rajan

  	
   

  
	
   

  	
   

  	
  Name: Thomas
  Rajan

  
	
   

  	
   

  	
  Title: Vice
  President

  



 

















 


	
   

  	
  JPMORGAN
  CHASE BANK

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Robert
  C. Mertensotto

  	
   

  
	
   

  	
   

  	
  Name: Robert
  C. Mertensotto

  
	
   

  	
   

  	
  Title:
  ManagingDirector

  



 

















 


	
   

  	
  THE ROYAL
  BANK OF SCOTLAND plc

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Keith
  Johnson

  	
   

  
	
   

  	
   

  	
  Name: Keith
  Johnson

  
	
   

  	
   

  	
  Title:
  Senior Vice President

  



 

















 


	
   

  	
  UNION BANK
  OF CALIFORNIA, N.A.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Kimberly
  Coil

  	
   

  
	
   

  	
   

  	
  Name:
  Kimberly Coil

  
	
   

  	
   

  	
  Title:
  Assistant Vice President

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Ali
  Ahmed

  	
   

  
	
   

  	
   

  	
  Name: Ali
  Ahmed

  
	
   

  	
   

  	
  Title: Vice
  President

  
					



 

















 


	
   

  	
  U.S. BANK
  NATIONAL ASSOCIATION

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Kathryn
  A. Gaiter

  	
   

  
	
   

  	
   

  	
  Name:
  Kathryn A. Gaiter

  
	
   

  	
   

  	
  Title: Vice
  President

  



 

















 


	
   

  	
  WACHOVIA
  BANK, NATIONAL

  
	
   

  	
  ASSOCIATION

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Philip
  Trinder

  	
   

  
	
   

  	
   

  	
  Name: Philip
  Trinder

  
	
   

  	
   

  	
  Title: Vice
  President

  



 

















 


	
   

  	
  WELLS FARGO
  BANK, N.A.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Karen L.
  Rogers

  	
   

  
	
   

  	
   

  	
  Name: Karen
  L. Rogers

  
	
   

  	
   

  	
  Title: Vice
  President

  



 

















 


	
   

  	
  THE
  PRUDENTIAL INSURANCE COMPANY

  
	
   

  	
    OF
  AMERICA

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Brian E.
  Lemons

  	
   

  
	
   

  	
   

  	
  Brian E.
  Lemons

  
	
   

  	
   

  	
  Vice
  President

  
	
   

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  PRUCO LIFE
  INSURANCE COMPANY

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Brian E.
  Lemons

  	
   

  
	
   

  	
   

  	
  Brian E.
  Lemons

  
	
   

  	
   

  	
  Vice
  President

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  PRUDENTIAL
  INVESTMENT MANAGEMENT,

  
	
   

  	
    INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Brian E.
  Lemons

  	
   

  
	
   

  	
   

  	
  Brian E.
  Lemons

  
	
   

  	
   

  	
  Vice
  President

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  PRUCO LIFE
  INSURANCE COMPANY OF

  
	
   

  	
    NEW
  JERSEY

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Brian E.
  Lemons

  	
   

  
	
   

  	
   

  	
  Brian E.
  Lemons

  
	
   

  	
   

  	
  Vice
  President

  
					



 

















 


	
   

  	
  ING LIFE
  INSURANCE & ANNUITY COMPANY

  
	
   

  	
   

  
	
   

  	
  By:

  	
  Prudential
  Private Placement Investors, L.P.,

  
	
   

  	
   

  	
  (as
  Investment Advisor)

  
	
   

  	
   

  
	
   

  	
  By:

  	
  Prudential
  Private Placement Investors, Inc.,

  
	
   

  	
   

  	
  General
  Partner

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ Brian E.
  Lemons

  	
   

  
	
   

  	
   

  	
   

  	
  Brian E.
  Lemons

  
	
   

  	
   

  	
   

  	
  Vice
  President

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  GIBRALTAR
  LIFE INSURANCE CO., LTD.

  
	
   

  	
   

  
	
   

  	
  By:

  	
  Prudential
  Investment Management (Japan),

  
	
   

  	
   

  	
  Inc., as
  Investment Manager

  
	
   

  	
   

  
	
   

  	
  By:

  	
  Prudential
  Investment Management, Inc.,

  
	
   

  	
   

  	
  as
  Sub-Adviser

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ Brian E.
  Lemons

  	
   

  
	
   

  	
   

  	
   

  	
  Brian E.
  Lemons

  
	
   

  	
   

  	
   

  	
  Vice
  President

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  RGA
  REINSURANCE COMPANY

  
	
   

  	
   

  
	
   

  	
  By:

  	
  Prudential
  Private Placement Investors,

  
	
   

  	
   

  	
  L.P. (as
  Investment Advisor)

  
	
   

  	
   

  
	
   

  	
  By:

  	
  Prudential
  Private Placement Investors, Inc.

  
	
   

  	
   

  	
  (as its
  General Partner)

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ Brian E.
  Lemons

  	
   

  
	
   

  	
   

  	
   

  	
  Brian E.
  Lemons

  
	
   

  	
   

  	
   

  	
  Vice
  President

  



 

















 


	
   

  	
  AMERICAN
  BANKERS LIFE ASSURANCE

  
	
   

  	
    COMPANY
  OF FLORIDA, INC.

  
	
   

  	
   

  
	
   

  	
  By:

  	
  Prudential
  Private Placement Investors,

  
	
   

  	
   

  	
  L.P. (as
  Investment Advisor)

  
	
   

  	
   

  
	
   

  	
  By:

  	
  Prudential
  Private Placement Investors, Inc.

  
	
   

  	
   

  	
  (as its
  General Partner)

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ Brian E.
  Lemons

  	
   

  
	
   

  	
   

  	
   

  	
  Brian E.
  Lemons

  
	
   

  	
   

  	
   

  	
  Vice
  President

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  FORTIS
  BENEFITS INSURANCE COMPANY

  
	
   

  	
   

  
	
   

  	
  By:

  	
  Prudential
  Private Placement Investors,

  
	
   

  	
   

  	
  L.P. (as
  Investment Advisor)

  
	
   

  	
   

  
	
   

  	
  By:

  	
  Prudential
  Private Placement Investors, Inc.

  
	
   

  	
   

  	
  (as its
  General Partner)

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ Brian E.
  Lemons

  	
   

  
	
   

  	
   

  	
   

  	
  Brian E.
  Lemons

  
	
   

  	
   

  	
   

  	
  Vice
  President

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  CONNECTICUT
  GENERAL LIFE INSURANCE

  
	
   

  	
    COMPANY

  
	
   

  	
   

  
	
   

  	
  By:

  	
  Prudential
  Investment Management, Inc.,

  
	
   

  	
   

  	
  as
  Investment Manager

  
	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ Brian E.
  Lemons

  	
   

  
	
   

  	
   

  	
   

  	
  Brian E.
  Lemons

  
	
   

  	
   

  	
   

  	
  Vice
  President

  



 

















 


CONSENT AND AGREEMENT


 


Each of the
undersigned hereby consents to Section 4, Section 7(a),
Section 9(i) and Section 9(j) of the foregoing Agreement as of the
date first written above.


 


 


	
   

  	
  WESTERN GAS
  RESOURCES, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ William
  J. Krysiak

  	
   

  
	
   

  	
   

  	
  William J.
  Krysiak

  
	
   

  	
   

  	
  Executive
  Vice President and

  
	
   

  	
   

  	
  Chief
  Financial Officer

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  MIGC, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ William
  J. Krysiak

  	
   

  
	
   

  	
   

  	
  William J.
  Krysiak

  
	
   

  	
   

  	
  Executive
  Vice President and

  
	
   

  	
   

  	
  Chief
  Financial Officer

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  MGTC, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ William
  J. Krysiak

  	
   

  
	
   

  	
   

  	
  William J.
  Krysiak

  
	
   

  	
   

  	
  Executive
  Vice President and

  
	
   

  	
   

  	
  Chief
  Financial Officer

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  WESTERN GAS
  RESOURCES-TEXAS, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ William
  J. Krysiak

  	
   

  
	
   

  	
   

  	
  William J.
  Krysiak

  
	
   

  	
   

  	
  Executive
  Vice President and

  
	
   

  	
   

  	
  Chief
  Financial Officer

  



 

















 


	
   

  	
  MOUNTAIN GAS
  RESOURCES, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ William
  J. Krysiak

  	
   

  
	
   

  	
   

  	
  William J.
  Krysiak

  
	
   

  	
   

  	
  Executive
  Vice President and

  
	
   

  	
   

  	
  Chief
  Financial Officer

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  LANCE OIL
  & GAS COMPANY, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ William
  J. Krysiak

  	
   

  
	
   

  	
   

  	
  William J.
  Krysiak

  
	
   

  	
   

  	
  Executive
  Vice President and

  
	
   

  	
   

  	
  Chief
  Financial Officer

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  WESTERN GAS
  WYOMING, L.L.C.

  
	
   

  	
   

  
	
   

  	
  By:

  	
  WESTERN GAS
  RESOURCES, INC., its

  
	
   

  	
   

  	
  sole member

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ William
  J. Krysiak

  	
   

  
	
   

  	
   

  	
   

  	
  William J.
  Krysiak

  
	
   

  	
   

  	
   

  	
  Executive
  Vice President and

  
	
   

  	
   

  	
   

  	
  Chief
  Financial Officer

  
							



 

















 


Annex 1


 


ADDRESSES FOR NOTICE


 


	
  BANK OF AMERICA, N.A.

  
	
  901 Main
  Street, 14th Floor

  
	
  Dallas, TX
  75201

  
	
  Attn:

  	
  Ramon Presas

  
	
  Tel:

  	
  214.209.2642

  
	
  Fax:

  	
  214.290.8364

  
	
   

  	
   

  
	
  with a copy to:

  
	
  BANK OF AMERICA, N.A.

  
	
  700
  Louisiana, 8th Floor

  
	
  TX4-213-08-14

  
	
  Houston, TX
  77002

  
	
  Attn:

  	
  Richard Stein

  
	
  Tel:

  	
  713.247.7258

  
	
  Fax:

  	
  713.247.7286

  
	
   

  
	
   

  
	
  BANK OF OKLAHOMA, N.A.

  
	
  1625
  Broadway, Suite 1570

  
	
  Denver, CO
  80202

  
	
  Attn:

  	
  Thomas M. Foncannon

  
	
  Tel:

  	
  303.534.9461

  
	
  Fax:

  	
  303.534.9499

  
	
   

  	
   

  
	
  with a copy to:

  
	
  BANK OF OKLAHOMA, N.A.

  
	
  1625
  Broadway, Suite 1570

  
	
  Denver, CO 80202

  
	
  Attn:

  	
  Mary Anne Anderson

  
	
  Tel:

  	
  303.534.9465

  
	
  Fax:

  	
  303.534.9499

  
	
   

  	
   

  
	
   

  	
   

  
	
  BNP PARIBAS

  
	
  1220 Smith
  Street, Suite 3100

  
	
  Houston, TX
  77002

  
	
  Attn:

  	
  Joe Onischuk

  
	
  Tel:

  	
  713.982.1161

  
	
  Fax:

  	
  713.659.6915

  



 

















 


	
  COMERICA BANK

  
	
  1601 Elm
  Street

  
	
  2nd
  Floor, MC 6593

  
	
  Dallas, TX
  75201

  
	
  Attn:

  	
  Peter L. Sefzik

  
	
  Tel:

  	
  214.969.6563

  
	
  Fax:

  	
  214.969.6561

  
	
   

  	
   

  
	
   

  	
   

  
	
  COMPASS BANK

  
	
  999 18th
  Street, #2800

  
	
  Denver, CO
  80202

  
	
  Attn:

  	
  John Falbo

  
	
  Tel:

  	
  303.217.2227

  
	
  Fax:

  	
  303.217.2288

  
	
   

  	
   

  
	
   

  	
   

  
	
  JPMORGAN CHASE BANK

  
	
  600 Travis,
  20th Floor

  
	
  Houston, TX
  77002

  
	
  Attn:

  	
  Bob Mertensotto

  
	
  Tel:

  	
  713.216.4147

  
	
  Fax:

  	
  713.216.8870

  
	
   

  	
   

  
	
   

  	
   

  
	
  KEYBANK NATIONAL ASSOCIATION

  
	
  8117 Preston
  Road

  
	
  Mail Code
  TX-07-14-0600

  
	
  Dallas,
  Texas 75225

  
	
  Attn:

  	
  Thomas Rajan

  
	
  Tel:

  	
  214.414.2580

  
	
  Fax:

  	
  214.414.2621

  
	
   

  	
   

  
	
   

  	
   

  
	
  THE ROYAL BANK OF SCOTLAND PLC

  
	
  600 Travis
  Street, Suite 6070

  
	
  Houston, TX
  77002

  
	
  Attn:

  	
  Matthew J. Main

  
	
  Tel:

  	
  713.221.2415

  
	
  Fax:

  	
  713.221.2430

  



 


2

















 


	
  UNION BANK OF CALIFORNIA, INC.

  
	
  500 N.
  Akard, Suite 4200

  
	
  Dallas, TX
  75201

  
	
  Attn:

  	
  Kimberly Coil

  
	
  Tel:

  	
  214.922.4200

  
	
  Fax:

  	
  214.922.4209

  
	
   

  	
   

  
	
  with a copy to:

  
	
  UNION BANK OF CALIFORNIA, INC.

  
	
  601 Potrero
  Grande Dr., 1st Floor

  
	
  Monterey
  Park, CA 91754

  
	
  Attn:

  	
  An Cheng

  
	
  Tel:

  	
  323.720.7837

  
	
  Fax:

  	
  323.278.6173

  
	
   

  	
   

  
	
   

  	
   

  
	
  U.S. BANK NATIONAL ASSOCIATION

  
	
  918 17TH
  Street, 3rd Floor

  
	
  DNCOBB3E

  
	
  Denver, CO
  80202

  
	
  Attn:

  	
  Kathryn A. Gaiter

  
	
  Tel:

  	
  303.585.4210

  
	
  Fax:

  	
  303.585.4362

  
	
   

  	
   

  
	
   

  	
   

  
	
  WACHOVIA BANK, NATIONAL ASSOCIATION

  
	
  1001 Fannin
  Street, Suite 2255

  
	
  Houston, TX
  77002

  
	
  Attn:

  	
  Philip Trinder

  
	
  Tel:

  	
  713.346.2718

  
	
  Fax:

  	
  713.650.6354

  
	
   

  	
   

  
	
   

  	
   

  
	
  WELLS FARGO BANK, N.A.

  
	
  1740
  Broadway, 6th Floor

  
	
  MAC
  C7300-061

  
	
  Denver, CO
  80274

  
	
  Attn:

  	
  Patricia A. Ropers

  
	
  Tel:

  	
  303.863.5793

  
	
  Fax:

  	
  303.863.5196

  



 


3

















 


	
  THE PRUDENTIAL INSURANCE COMPANY OF AMERICA

  
	
  PRUCO LIFE INSURANCE COMPANY

  
	
  PRUDENTIAL INVESTMENT MANAGEMENT, INC.

  
	
  PRUCO LIFE INSURANCE COMPANY OF NEW JERSEY

  
	
  2200 Ross
  Avenue, Suite 4200E

  
	
  Dallas, TX
  75201

  
	
  Attn:

  	
  Ric Abel

  
	
  Tel:

  	
  214.720.6202

  
	
  Fax:

  	
  214.720.6299

  
	
   

  	
   

  
	
   

  	
   

  
	
  GIBRALTER LIFE INSURANCE CO., LTD.

  
	
  c/o
  Prudential Investment Management (Japan), Inc.

  
	
  2200 Ross
  Avenue, Suite 4200E

  
	
  Dallas, TX
  75201

  
	
  Attn:

  	
  Ric Abel

  
	
  Tel:

  	
  214.720.6202

  
	
  Fax:

  	
  214.720.6299

  
	
   

  	
   

  
	
   

  	
   

  
	
  ING LIFE INSURANCE & ANNUITY COMPANY

  
	
  RGA REINSURANCE COMPANY

  
	
  AMERICAN BANKERS LIFE ASSURANCE COMPANY OF FLORIDA, INC.

  
	
  FORTIS BENEFITS INSURANCE COMPANY

  
	
  c/o
  Prudential Private Placement Investors, L.P.

  
	
  4 Gateway
  Center, 100 Mulberry Street

  
	
  Newark NJ
  07102

  
	
  Attn:

  	
  Albert Trank

  
	
  Tel:

  	
  973.802.8608

  
	
  Fax:

  	
  973.624.6432

  
	
   

  	
   

  
	
   

  	
   

  
	
  CONNECTICUT GENERAL LIFE INSURANCE COMPANY

  
	
  c/o
  Prudential Investment Management, Inc.

  
	
  2200 Ross
  Avenue, Suite 4200E

  
	
  Dallas, TX
  75201

  
	
  Attn:

  	
  Ric Abel

  
	
  Tel:

  	
  214.720.6202

  
	
  Fax:

  	
  214.720.6299

  



 


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