Common use of Pledge of Subsidiary Stock Clause in Contracts

Pledge of Subsidiary Stock. On or before April 30, 1999, the Company will grant a security interest in the stock of all of its Subsidiaries who are Guarantors (other than Western Gas Resources Storage, Inc.) to Prudential, as collateral agent for the holders of the Notes, to the holders of the notes issued pursuant to the 1995 Note Purchase Agreement and to NCNB, as agent for the Banks parties to the NCNB Agreement and the lender under the Bridge Facility. The Company shall on the earlier of January 3, 2000, if the stock of WGRS has not been sold by December 31, 1999, and the date that is ten days after the day on which the agreement for the sale of stock in WGRS is terminated, pledge under the Company Pledge Agreement all of the issued and outstanding capital stock in WGRS and cause WGRS to execute and deliver a Guaranty to the holder of each Note. The holders and the Company agree that all stock and other securities pledged pursuant to the Pledge Agreements, including the stock of WGRS if pledged pursuant to the preceding sentence, will remain subject to the Pledge Agreements until (i) in the case of all such stock and other securities, the Company achieves the Minimum Rating and NCNB, as agent for the lenders under the NCNB Agreement, the lender under the Bridge Facility and the holders of the notes under the 1995 Note Purchase Agreement have released their security interests in all of such pledged stock and other securities and, provided that no Default or Event of Default exists or would result therefrom, or, in the case only of the stock of WGRS, until (ii) the Company shall deliver to each holder of the Notes a certificate of an Authorized Officer certifying that the Company has sold, at Fair Market Value for cash, all of the stock in WGRS to a Person that is not an Affiliate or a Subsidiary and that no Default or Event of Default exists immediately prior to or after giving effect to such sale. If, however, after any release described in the preceding sentence the Company is downgraded below the Minimum Rating, the Company shall immediately pledge, and cause its Subsidiaries to pledge, all stock or other equity interests in all Guarantors to the holders of the Notes under one or more Pledge Agreements.

Pledge of Subsidiary Stock. On or before April 30, 1999, the Company will grant a security interest in the stock of all of its Subsidiaries who are Guarantors (other than Western Gas Resources Storage, Inc.) to Prudential, as collateral agent for the holders of the Notes, to the holders of the notes issued pursuant to the 1995 Note Purchase Agreement and to NCNB, as agent for the Banks parties to the NCNB Agreement and the lender under the Bridge Facility. The Company shall on the earlier of January 3, 2000, if the stock of WGRS has not been sold by December 31, 1999, and the date that is ten (10) days after the day on which the agreement for the sale of stock in WGRS is terminated, pledge under the Company Pledge Agreement all of the issued and outstanding capital stock in WGRS and cause WGRS to execute and deliver a Guaranty to the holder of each Note. The holders Remaining Holders and the Company agree that all stock and other securities pledged pursuant to the Pledge Agreements, including the stock of WGRS if pledged pursuant to the preceding sentence, will remain subject to the Pledge Agreements until (i) in the case of all such stock and other securities, the Company achieves the Minimum Rating and NCNBNationsBank, as agent for the lenders under the NCNB NationsBank Agreement, the lender under the Bridge Facility and the holders of the notes under the 1995 Note Purchase Master Shelf Agreement have released their security interests in all of such pledged stock and other securities and, provided that no Default or Event of Default exists or would result therefrom, or, in the case only of the stock of WGRS, until (ii) the Company shall deliver to each holder of the Notes a certificate of an Authorized Officer certifying that the Company has sold, at Fair Market Value for cash, all of the stock in WGRS to a Person that is not an Affiliate or a Subsidiary and that no Default or Event of Default exists immediately prior to or after giving effect to such sale. If, however, after any release described in the preceding sentence the Company is downgraded below the Minimum Rating, the Company shall immediately pledge, and cause its Subsidiaries to pledge, all stock or other equity interests in all Guarantors to the holders of the Notes under one or more Pledge Agreements.