INTERCREDITOR AGREEMENT

This INTERCREDITOR AGREEMENT (as amended or supplemented from time to time, herein called this Agreement), is entered into as of April 24, 2003, 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), and PRUDENTIAL INVESTMENT MANAGEMENT, INC. (Prudential and, together with PICA, Pruco and ING, 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 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 Loan Agreement dated as of April 29, 1999 among the Company, the Agent and the lenders named therein;

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 29, 1999 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 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 29, 1999, 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 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 29, 1999, 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, 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 certain Pledge Agreement dated as of April 29, 1999, 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

Home        Intelligence        Services        Subscriptions        News        About Us

Contact Us       Terms of Use       Resend Documents       Shopping Cart

Copyright © 2008 The Consus Group LLC