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
(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.
-8-
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 Loan
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:
ANADARKO GATHERING COMPANY LLC
KERR-MCGEE GATHERING
LLC
MIGC LLC
PINNACLE GAS TREATING LLC
WESTERN GAS WYOMING, L.L.C.
By:
WGR Operating, LP, as sole member
By:
Western Gas Operating, LLC,
its general partner
By:
Name:
Title:
WESTERN GAS OPERATING, LLC
By:
Name:
Title:
WESTERN GAS PARTNERS FINANCE
CORPORATION
By:
Name:
Title:
WGR OPERATING, LP
By:
Western Gas Operating, LLC,
its general partner
By:
Name:
Title:
Signature Page
Term Loan Guaranty Agreement
(Western Gas Operating, LP)
Acknowledged and Agreed to as
of the date hereof by:
ADMINISTRATIVE AGENT:
WELLS FARGO BANK, NATIONAL
ASSOCIATION
By:
Name:
Title:
Signature Page
Term Loan Guaranty Agreement
(Western Gas Partners, LP)
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 [
], 201[
],
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