SPONSOR PAYMENT GUARANTY

Exhibit 10.1 SPONSOR PAYMENT GUARANTY made by ANADARKO PETROLEUM CORPORATION Dated as of December 19, 2008

TABLE OF CONTENTS

SPONSOR PAYMENT GUARANTY      This SPONSOR PAYMENT GUARANTY (the " Sponsor Payment Guaranty "), dated as of December 19, 2008, is made by ANADARKO PETROLEUM CORPORATION, a Delaware corporation (" Anadarko "), in favor of TRINITY ASSOCIATES LLC, a Delaware limited liability company and its successors and assigns (" Trinity "), Pecos Investors LLC, a Delaware limited liability company (" Pecos "), and the other Indemnified Persons. INTRODUCTION A. WGR ASSET HOLDING COMPANY LLC (" WGRAH "), Trinity and the WGRAH Collateral Agent are parties to that certain WGRAH Loan Agreement, dated as of December 27, 2007 (as amended, restated, supplemented or otherwise modified from time to time, the " WGRAH Loan Agreement "). B. WGRAH, Trinity and the WGRAH Collateral Agent desire to amend the WGRAH Loan Agreement contemporaneously with the execution of this Sponsor Payment Guaranty by executing and delivering Amendment No. 1 to the WGRAH Term Loan Agreement dated as of December 19, 2008 (" Amendment No. 1 to the WGRAH Loan Agreement "). C. WGRAH and Pecos desire to terminate the Sponsor Agreement contemporaneously with the execution of this Sponsor Payment Guaranty by executing and delivering the Agreement to Terminate the Sponsor Agreement dated as of December 19, 2008 (the " Agreement to Terminate ") D. WGRAH and Anadarko are engaged in related businesses, and Anadarko will derive substantial direct and indirect benefit from the adoption of Amendment No. 1 to the WGRAH Loan Agreement. E. It is a condition precedent to the effectiveness of Amendment No. 1 to the WGRAH Loan Agreement and the Agreement to Terminate that Anadarko shall have executed and delivered this Sponsor Payment Guaranty in favor of Trinity, Pecos and the other Indemnified Persons. F. Subject to the conditions stated therein, Pecos in its capacity as the Trinity Class B Member has agreed to execute that certain Trinity Class B Member Consent (the " Trinity Class B Member Consent ") of even date herewith with respect to the matters contemplated herein and therein and in the documents set forth in the foregoing Preliminary Statements. G. Subject to the conditions stated therein, the Pecos Members have agreed to execute that certain Pecos Member Consent (the " Pecos Member Consent ") of even date herewith with respect to the matters contemplated herein and therein and in the documents set forth in the foregoing Preliminary Statements. H. Subject to the conditions stated therein, the Pecos First Lien Lenders have agreed to execute that certain Pecos First Lien Lender Consent (the " Pecos First Lien Lender Consent ") of even date herewith with respect to the matters contemplated herein and therein and in the documents set forth in the foregoing Preliminary Statements.

1

      NOW, THEREFORE , in consideration of the premises and to induce Trinity to enter into Amendment No. 1 to the WGRAH Loan Agreement, Anadarko hereby agrees with and for the benefit of Trinity, Pecos and the other Indemnified Persons as follows: ARTICLE 1
Defined Terms       Section 1.01 Definitions . Unless otherwise defined herein (including Exhibit A hereto), terms defined in Exhibit A to the Amended and Restated Limited Liability Company Agreement of Trinity, dated as of December 27, 2007, as amended as of even date herewith (the " Trinity Company Agreement ") shall have the same meanings in this Sponsor Payment Guaranty.       Section 1.02 Other Definitional Provisions . The definitions of terms herein shall apply equally to the singular and plural forms of the terms defined. Whenever the context may require, any pronoun shall include the corresponding masculine, feminine and neuter forms. The words "include", "includes" and "including" shall be deemed to be followed by the phrase "without limitation". The word "will" shall be construed to have the same meaning and effect as the word "shall". Unless the context requires otherwise (a) any definition of or reference to any agreement, instrument or other document herein shall be construed as referring to such agreement, instrument or other document as from time to time amended, supplemented or otherwise modified (subject to any restrictions on such amendments, supplements or modifications set forth herein), (b) any reference herein to any Person shall be construed to include such Person’s successors and assigns, (c) any reference herein to any Applicable Law means such Applicable Law as amended, modified, codified, replaced or reenacted, in whole or in part, and in effect from time to time, including rules and regulations promulgated thereunder and reference to any section or other provision of any Applicable Law means that section or provision of such Applicable Law from time to time in effect and any amendment, modification codification, replacement, or reenactment of such section or other provision, (d) the words "herein", "hereof" and "hereunder", and words of similar import, shall be construed to refer to this Sponsor Payment Guaranty in its entirety and not to any particular provision hereof, (e) all references herein to Articles, Sections, Exhibits, Appendices and Schedules shall be construed to refer to Articles and Sections of, and Exhibits, Appendices and Schedules to, this Sponsor Payment Guaranty, (f) all references to "days" shall mean calendar days and (g) the words "asset" and "property" shall be construed to have the same meaning and effect and to refer to any and all tangible and intangible assets and properties, including cash, securities, Equity Interests, accounts and contract rights. This Sponsor Payment Guaranty is the result of negotiations among the parties hereto and their respective counsel. Accordingly, this Sponsor Payment Guaranty shall be deemed the product of all parties hereto, and no ambiguity in this Sponsor Payment Guaranty shall be construed in favor of or against Anadarko or Trinity. ARTICLE 2
Guarantee and Indemnification       Section 2.01 Guarantee .           (a) Without limiting Section 2.09(c) , Anadarko hereby unconditionally and irrevocably guarantees to Trinity and its indorsees, transferees, successors and assigns, the

2

prompt and complete payment when due (whether at the stated maturity, by acceleration or otherwise) of the WGRAH Obligations. For the sake of clarity, WGRAH shall remain the primary obligor for payment of the WGRAH Obligations and Anadarko is the guarantor of such obligations.           (b) Anadarko and by its acceptance of this Sponsor Payment Guaranty and the rights hereunder or benefits hereof, Trinity, hereby agrees and confirms that it is the intention of all such Persons that this Sponsor Payment Guaranty and the obligations of Anadarko under this Article 2 not constitute a fraudulent transfer or conveyance for purposes of Bankruptcy Laws, the Uniform Fraudulent Conveyance Act (as adopted by any applicable state), the Uniform Fraudulent Transfer Act (as adopted by any applicable state) or any similar foreign, federal or state law to the extent applicable to this Sponsor Payment Guaranty and the obligations of Anadarko under this Article 2 and (ii) the aggregate liability of Anadarko under this Article 2 at any time shall not exceed its Maximum Liability.           (c) Anadarko agrees that the WGRAH Obligations may at any time and from time to time exceed the Maximum Liability of Anadarko hereunder without impairing the guarantee contained in this Article 2 or affecting the rights and remedies of Trinity hereunder.           (d) Without limiting Section 2.09(c) , the guarantee contained in this Article 2 shall remain in full force and effect until the earlier of irrevocable payment in full of the WGRAH Obligations or irrevocable payment in full of the Liquidated Damages and any other Sponsor Indemnified Amounts.           (e) Without limiting Section 2.09(c) , no payment or payments made by WGRAH, Anadarko, any other guarantor or any other Person, or received or collected by Trinity from WGRAH, Anadarko, any other guarantor or any other Person, by virtue of any action or proceeding or any set-off or appropriation or application at any time or from time to time in reduction of or in payment of WGRAH Obligations shall be deemed to modify, reduce, release or otherwise affect the liability of Anadarko under this Article 2 which shall, notwithstanding any such payment or payments (other than any payment or payments made by Anadarko in respect of the WGRAH Obligations or any payment received or collected from Anadarko in respect of the WGRAH Obligations), remain liable for the WGRAH Obligations up to the Maximum Liability of Anadarko under this Article 2 until the earlier of irrevocable payment in full of the WGRAH Obligations or irrevocable payment in full of the Liquidated Damages and any other Sponsor Indemnified Amounts.           (f) Without limiting Section 2.09(c) , Anadarko hereby absolutely, unconditionally and irrevocably guarantees, for the benefit of the Indemnified Persons, the due and punctual payment, performance and observance by each of Trinity and the Trinity Managing Member (in the case of the Trinity Managing Member, such guarantee provided as long as the Trinity Class A Member is an Affiliate of Anadarko) of their respective Responsibilities under each Transaction Agreement to which they are a party.       Section 2.02 No Subrogation . Notwithstanding any payment made by Anadarko hereunder or any set-off or application of funds of Anadarko by Trinity, Anadarko shall not be entitled to be subrogated to any of the rights of Trinity against WGRAH or any collateral

3

security or guarantee or right of offset held by Trinity for the payment of WGRAH Obligations, nor shall Anadarko seek or be entitled to seek any contribution or reimbursement from WGRAH in respect of payments made by Anadarko hereunder, until the earlier of irrevocable payment in full of the WGRAH Obligations or irrevocable payment in full of the Liquidated Damages and any other Sponsor Indemnified Amounts. All debts, obligations and liabilities of WGRAH to Anadarko, whether now existing or hereafter arising, shall be expressly subordinate in payment to the payment and satisfaction in full of the WGRAH Obligations until the earlier of the irrevocable payment in full of the WGRAH Obligations and the irrevocable payment in full of the Liquidated Damages and any other Sponsor Indemnified Amounts. If any amount shall be paid to Anadarko on account of such subrogation rights prior to the payment in full of the WGRAH Obligations or the Liquidated Damages and any other Sponsor Indemnified Amounts, such amount shall be held by Anadarko in trust for Trinity, segregated from other funds of Anadarko, and shall, forthwith upon receipt by Anadarko, be turned over to Trinity in the exact form received by Anadarko (duly indorsed by Anadarko to Trinity, if required), to be applied against WGRAH Obligations, whether matured or unmatured, in accordance with the terms and provisions of the WGRAH Loan Agreement.       Section 2.03 Amendments, etc. with Respect to the WGRAH Obligations . Anadarko shall remain obligated under this Article 2 notwithstanding that, without any reservation of rights against Anadarko and without notice to or further assent by Anadarko, (a) any demand for payment of any of the WGRAH Obligations made by Trinity may be rescinded by Trinity and any of the WGRAH Obligations continued, (b) any WGRAH Obligations, or the liability of any other Person upon or for any part thereof, or any collateral security or guarantee therefor or right of offset with respect thereto, may, from time to time, in whole or in part, be renewed, extended, amended, modified, accelerated, compromised, waived, surrendered or released by Trinity, and (c) the WGRAH Loan Agreement or the other WGRAH Loan Documents and any other documents executed and delivered in connection therewith, in each case may be amended, modified, supplemented or terminated, in whole or in part, pursuant to the terms and conditions of each such applicable document from time to time, and any collateral security, guarantee or right of offset at any time held by Trinity for the payment of any WGRAH Obligations may be sold, exchanged, waived, surrendered or released.       Section 2.04 Guarantee Absolute and Unconditional . Anadarko waives any and all notice of the creation, renewal, extension or accrual of any of the WGRAH Obligations and notice of or proof of reliance by Trinity upon the guarantee contained in this Article 2 or acceptance of the guarantee contained in this Article 2 . Anadarko waives diligence, presentment, protest, demand for payment (except as expressly set forth in this Section 2.04 ), notice of intent to accelerate, notice of acceleration and notice of default or nonpayment to or upon WGRAH or Anadarko with respect to WGRAH Obligations. Anadarko further waives any requirement that suit be brought against WGRAH, or any other action by Trinity be taken against WGRAH or any other Person, or that any other action to be taken or not taken as a condition to Anadarko’s liability for the WGRAH Obligations under this Sponsor Payment Guaranty or as a condition to the enforcement of this Sponsor Payment Guaranty against Anadarko. Anadarko understands and agrees that the guarantee contained in this Article 2 shall, without limiting Section 2.09(c) , be construed as a continuing, absolute, irrevocable and unconditional guarantee of payment without regard to (a) the validity or enforceability or perfection of the WGRAH Loan Agreement or any other WGRAH Loan Document or Transaction Agreement, any of the WGRAH

4

Obligations or any other collateral security therefor or guarantee or right of offset with respect thereto at any time or from time to time held by Trinity, (b) any defense (including any defense arising from the bankruptcy or insolvency of WGRAH or Anadarko), set-off or counterclaim whatsoever (other than a defense of payment or performance) which may at any time be available to or be asserted by WGRAH or any other Person against Trinity, or (c) any other circumstance whatsoever (with or without notice to or knowledge of WGRAH or Anadarko), other than payment or performance, which constitutes, or might be construed to constitute, an equitable or legal discharge of WGRAH or Anadarko for any of its respective portion of the WGRAH Obligations or of Anadarko under the guarantee contained in this Article 2 , in bankruptcy or in any other instance. Without limiting Section 2.09(c) , Anadarko shall pay the WGRAH Obligations when due upon written demand therefor specifying the WGRAH Obligation due and amount thereof; provided, that when making any demand hereunder or otherwise pursuing its rights and remedies hereunder against Anadarko, Trinity may, but shall be under no obligation to, make a similar demand on or otherwise pursue such rights and remedies as it may have against WGRAH or any other Person or against any collateral security or guarantee for the WGRAH Obligations or any right of offset with respect thereto, and any failure by Trinity to make any such similar demand, to pursue such other rights or remedies or to collect any payments from WGRAH or any other Person or to realize upon any such collateral security or guarantee or to exercise any such right of offset, or any release of WGRAH or any other Person or any such collateral security, guarantee or right of offset, shall not relieve Anadarko of any obligation or liability hereunder, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of Trinity against Anadarko. For the purposes hereof " demand " shall include the commencement and continuance of any legal proceedings. It shall not be necessary for Trinity, in order to enforce payment by Anadarko under this Sponsor Payment Guaranty, to institute or exhaust its remedies against WGRAH, any other guarantor, or any other person liable for the payment or performance of the WGRAH Obligations.       Section 2.05 Reinstatement . The guarantee contained in this Article 2 shall continue to be effective, or be reinstated, as the case may be, if at any time payment, or any part thereof, of any of the WGRAH Obligations is rescinded or must otherwise be restored or returned by Trinity upon the insolvency, bankruptcy, dissolution, liquidation or reorganization of WGRAH or Anadarko, or upon or as a result of the appointment of a receiver, intervenor or conservator of, or trustee or similar officer for, WGRAH, or Anadarko or any substantial part of its property, or otherwise, all as though such payments had not been made.       Section 2.06 Payments to Trinity . Anadarko hereby agrees that payments required to be made by it hereunder to Trinity will be paid to Trinity without set-off or counterclaim in dollars before 12:00 noon, New York City time, on the day when due and shall be made to the Trinity Operating Account.       Section 2.07 General Indemnities . Without limiting Section 2.09 below, Anadarko agrees to the fullest extent permitted by Applicable Law to indemnify and hold harmless each Indemnified Person for and against and to pay on an After Tax-Basis, all Expenses (the Expenses on an After-Tax Basis and any liquidated damages provided for under the second sentence of Section 2.07(a) being referred to collectively as the " Sponsor Indemnified Amounts ‘) that may be incurred or realized by or asserted against such Indemnified Person relating to, growing out of or resulting from:

5

          (a)  Trinity Bankruptcy Event . Any Trinity Bankruptcy Event; provided, that forthwith upon the occurrence of a Trinity Bankruptcy Event and in respect of Sponsor Indemnified Amounts under the first clause of this sentence the Indemnified Parties shall be entitled to receive (and Anadarko shall pay) as liquidated damages (the " Liquidated Damages ") but without prejudice to amounts recoverable under Section 2.07(c) or Section 2.07(e) below or any other provision of the Transaction Agreements, and not as a penalty, an aggregate amount equal to the sum of all (x) Unrecovered Capital plus (y) the Cumulative Preferred Return Distribution Amount at the time of redemption, plus (z) all Trinity Expenses then unpaid in addition to, but without duplication of, all Expenses payable pursuant to the first sentence of this Section 2.07 ; or           (b)  Failure to Perform . The failure of the Trinity Managing Member to timely perform any Trinity Required Action; or           (c)  Enforcement or Defense . (i) Enforcement of this Sponsor Payment Guaranty or any other Transaction Agreement and (ii) any investigation, litigation or proceeding, whether or not such Indemnified party is a party thereto, that: (A) relates to, grows out of or results from any action or omission, or alleged action or omission, by or on behalf of or attributable to any Transaction party in the performance or observance of its obligations under or in relation to the Transaction Agreements or the transactions contemplated thereby; and (B) would not have resulted in Sponsor Indemnified Amounts incurred or realized by or asserted against such Indemnified Person but for their being a party to, or a direct or indirect participant in, or having a relationship described in the definition of "Indemnified Person" to a party to, or a direct or indirect participant in, the Transaction Agreement or any of the transactions contemplated thereby; or           (d)  ERISA . Any liability or other Sponsor Indemnified Amounts that Trinity or any other Transaction Party may incur in connection with any Plan or Multiemployer Plan or otherwise under Title IV of ERISA; or           (e)  Expenses . Any amendment, supplement, modification, consent or waiver of, to or under any Transaction Agreement (to the extent not otherwise reimbursed pursuant to any Transaction Agreement); or           (f)  Fraudulent Transfer or Conveyance . Any transfer, pledge or conveyance by any Transaction Party to Trinity Holdings, WGRAH or any of their Subsidiaries or the transfer, pledge or conveyance thereof under the WGRAH Loan Documents to the extent found in any bankruptcy, insolvency, receivership or other similar proceeding to be a "fraudulent transfer" or "fraudulent conveyance" or "fraudulent preference"; or           (g)  Tax Liability . All Taxes for which Anadarko or any of its Subsidiaries is liable (including with respect to any assets or income of a partnership or disregarded entity owned in whole or in part by Anadarko or any of its Subsidiaries). If the shares of any Transaction Party and any assets directly or indirectly held thereby (including any assets hold by any partnership or

6

disregarded entity in which a Transaction Party is a partner or owner) are sold following a Liquidating Event, the benefits of this Section 2.07(g) shall inure to the purchaser of such shares or assets with respect to any taxable period or portion thereof ending on or prior to the date of such sale.       Section 2.08 Survival of Indemnification Obligations . All indemnities provided for in this Sponsor Payment Guaranty shall survive the Transfer of any Trinity Membership Interest or the liquidation of Trinity. After any such Transfer or liquidation, the provisions of Section 2.07 shall inure to the benefit of each Indemnified Person with respect to Sponsor Indemnified Amounts arising in respect of the period during which the member or shareholder or other holder of an Equity Interest (as applicable) who has Transferred its Trinity Membership Interest was a member (including with respect to actions taken or omitted to be taken, and events occurring and circumstances existing, during such period) of Trinity.       Section 2.09 Limitations on Indemnification Obligations . The indemnities provided in Section 2.07 and Section 2.12 shall be subject to the following limitations:           (a)  Limitation by Law . Such Sections shall be enforced only to the maximum extent permitted by Applicable Law.           (b)  Misconduct, Etc . No Person shall be indemnified or held harmless for, and Anadarko shall have no liability for or in respect of, any Expenses with respect to such Person to the extent caused by or resulting from (i) the actual fraud, willful misconduct, bad faith or gross negligence of such Person or any of its Related Persons or (ii) any inaccuracy in, or breach of, any written certification, representation or warranty made by such Person or any of its Related Persons in any Transaction Agreement or in any written report or certification required hereunder or under any other Transaction Agreement (unless and to the extent such inaccuracy or breach is attributable to any written information provided by any Transaction Party), in each case under this clause (ii): (x) if, but only if, such certification, representation or warranty is made as of a specific date, as of the date as of which the facts stated therein were certified, represented or warranted and (y) in all other cases as of any date or during any period to which such certification, representation or warranty may be applicable. For purposes of this Section 2.09(b) , it is agreed that Trinity is not a Related Person of Pecos.           (c)  No Duplication . Sponsor Indemnified Amounts under Section 2.07 shall be without duplication of (i) any amounts paid under indemnification provisions of any other Transaction Agreement or other agreement or any amounts actually paid thereunder and (ii) any amounts paid by the Sponsor in respect of WGRAH Obligations pursuant to Section 2.04 .           (d)  Exculpation. ANADARKO, ON BEHALF OF ITSELF AND ITS AFFILIATES, AGREES THAT NO INDEMNIFIED PERSON SHALL BE LIABLE TO ANADARKO OR ANY OF ITS AFFILIATES FOR ANY ACTION IN GOOD FAITH TAKEN OR OMITTED TO BE TAKEN BY SUCH INDEMNIFIED PERSON PURSUANT TO, IN CONNECTION WITH , OR IN ANY WAY RELATED TO THIS SPONSOR PAYMENT GUARANTY OR ANY OTHER TRANSACTION AGREEMENT, INCLUDING AN INDEMNIFIED PERSON’S OWN NEGLIGENCE OR CO-NEGLIGENCE EXCEPT TO THE EXTENT SUCH ACTION OR OMISSION CONSTITUTES WILLFUL MISCONDUCT, FRAUD OR GROSS NEGLIGENCE ON THE PART OF SUCH INDEMNIFIED PERSON.

7

      Section 2.10 Procedural Requirements .           (a)  Notice of Claims . Any Indemnified Person that proposes to assert a right to be indemnified under Section 2.07 or Section 2.12 (together, the " Indemnification Sections ") will, promptly after receipt of notice of commencement of any action, suit, or proceeding against such Indemnified Person in respect of which a claim is to be made against Anadarko under an Indemnification Section (a " Sponsor Indemnified Proceeding "), or the incurrence or realization of Sponsor Indemnified Amounts in respect of which a claim is to be made against Anadarko, under an Indemnification Section, notify Anadarko of the commencement of such Sponsor Indemnified Proceeding or of such incurrence or realization, enclosing a copy of all relevant documents, including all papers served and claims made, but the omission so to notify Anadarko promptly of any such Sponsor Indemnified Proceeding or incurrence or realization shall not relieve (i) Anadarko from any liability that it may have to such Indemnified Person under the Indemnification Sections or otherwise, except, as to Anadarko’s liability, under the Indemnification Sections, to the extent, but only to the extent, that Anadarko shall have been prejudiced by such omission or (ii) any other indemnitor from liability that it may have to any Indemnified Person under the Transaction Agreements.           (b)  Defense of Proceedings . In case any Sponsor Indemnified Proceeding shall be brought against any Indemnified Person and it shall notify Anadarko of the commencement thereof, Anadarko shall be entitled to participate in, and to assume the defense of, such Sponsor Indemnified Proceeding with counsel reasonably satisfactory to such Indemnified Person, and after notice from Anadarko to such Indemnified Person of Anadarko’s election so to assume