AMENDED AND RESTATED CREDIT AGREEMENT dated as of November 22, 2005 among WESTERN GAS RESOURCES, INC. as Borrower BANK OF AMERICA, N.A. as Administrative Agent and L/C IssuerCredit Agreement • November 25th, 2005 • Western Gas Resources Inc • Natural gas distribution • Texas
This AMENDED AND RESTATED CREDIT AGREEMENT (“Agreement”) is entered into as of November 22, 2005, among WESTERN GAS RESOURCES, INC., a Delaware corporation (the “Borrower”), each lender from time to time party hereto (collectively, the “Lenders” and individually, a “Lender”), and BANK OF AMERICA, N.A., as Administrative Agent and L/C Issuer.
AMENDED AND RESTATED INTERCREDITOR AGREEMENTIntercreditor Agreement • November 25th, 2005 • Western Gas Resources Inc • Natural gas distribution • Texas
This AMENDED AND RESTATED INTERCREDITOR AGREEMENT (as amended or supplemented from time to time, herein called this “Agreement”), is entered into as of November 22, 2005, 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”), PRUDENTIAL INVESTMENT MANAGEMENT, INC. (“Prudential”), PRUCO LIFE INSURANCE COMPANY OF NEW JERSEY (“Pruco NJ”), GIBRALTAR LIFE INSURANCE CO., LTD. (“Gibraltar”), 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, Prudential, Pruco NJ, Gibraltar, RGA, American, and Fortis, collectively, the “Initial Prudential Notehol
CONTINUING GUARANTYContinuing Guaranty • November 25th, 2005 • Western Gas Resources Inc • Natural gas distribution
THIS GUARANTY (this “Guaranty”) is made as of November 22, 2005, by the undersigned guarantor (whether one or more “Guarantor”, and if more than one jointly and severally), in favor of BANK OF AMERICA, N.A., as administrative agent for the Lenders under the Credit Agreement as defined below (in such capacity, “Agent”).
FOREIGN SUBSIDIARY STOCK PLEDGE AGREEMENTForeign Subsidiary Stock Pledge Agreement • November 25th, 2005 • Western Gas Resources Inc • Natural gas distribution • Texas
THIS FOREIGN SUBSIDIARY STOCK PLEDGE AGREEMENT (this “Agreement”) is made as of November 22, 2005, by Western Power Services, Inc., a Delaware corporation (herein called “Debtor”), in favor of Bank of America, N.A., as Administrative Agent for the Lenders (herein called “Secured Party”).
AMENDED AND RESTATED STOCK PLEDGE AGREEMENTStock Pledge Agreement • November 25th, 2005 • Western Gas Resources Inc • Natural gas distribution • Texas
THIS AMENDED AND RESTATED STOCK PLEDGE AGREEMENT (this “Agreement”) is made as of November 22, 2005, by Western Gas Resources, Inc., a Delaware corporation (herein called “Debtor”), in favor of Bank of America, N.A., as Administrative Agent for the Lenders (herein called “Secured Party”).
LETTER AMENDMENT NO. 4 TO THIRD AMENDED AND RESTATED MASTER SHELF AGREEMENTMaster Shelf Agreement • November 25th, 2005 • Western Gas Resources Inc • Natural gas distribution • New York
We refer to the Third Amended and Restated Master Shelf Agreement dated as of December 19, 1991 (effective as of January 13, 2003), as amended by Letter Amendment No. 1 to Third Amended and Restated Master Shelf Agreement dated as of April 24, 2003, Letter Amendment No. 2 to Third Amended and Restated Master Shelf Agreement dated as of June 29, 2004 and Letter Amendment No. 3 to Third Amended and Restated Master Shelf Agreement dated as of December 15, 2004 (as amended, the “Agreement”), among Prudential, the Purchasers party thereto and Western Gas Resources, Inc., a Delaware corporation (the “Company”). Unless otherwise defined in this Letter Amendment No. 4 to Third Amended and Restated Master Shelf Agreement (this “Amendment”), the terms defined in the Agreement shall be used herein as therein defined.
