LETTER WAIVER TO
THAT CERTAIN NOTE PURCHASE AGREEMENT
September 30, 1998
To Each of the Purchasers:
Ladies and Gentlemen:
We refer to that certain Note Purchase Agreement dated as of November 29,
1995, by and among the undersigned, Western Gas Resources, Inc. (the "Company")
and the Purchasers relating to the purchase and sale of the Company's 8.02%
Senior Notes (the "Agreement"). Unless otherwise defined herein, the terms
defined in the Agreement shall be used herein as therein defined.
In Section 6A(4) of the Agreement, the Company agrees not to permit the
Fixed Charge Coverage Ratio to be less than 3.75 to 1.00 at any time after
October 31, 1997. The Company hereby requests that you waive compliance with
this section for the fiscal quarter ended September 30, 1998 provided that the
Fixed Charge Coverage Ratio may not be less than 3.30 to 1.00 during such
period.
If you agree to the above waiver of compliance with Section 6A(4) for the fiscal
quarter ended September 30, 1998 provided that the Fixed Charge Coverage Ratio
may not be less than 3.30 to 1.00 during such period, please evidence such
agreement by executing and returning one counterpart of this waiver to the
Company at its address at 00000 X. Xxxxx Xxxxxx, Xxxxxx, XX 00000, Attention:
Vice President - Finance. This waiver shall become effective as of the date
first above written when and if counterparts of this waiver shall have been
executed by the Company and the Required Holders.
Very truly yours,
WESTERN GAS RESOURCES, INC.
By: /s/ Xxxxxxx X. Xxxxxxx
________________________
Xxxxxxx X. Xxxxxxx,
Vice President - Finance
To Each of the Purchasers
September 30, 1998
Page 2
AGREED AS OF THE DATE FIRST ABOVE WRITTEN:
THE VARIABLE ANNUITY
LIFE INSURANCE COMPANY
By:_________________________________
AMERICAN GENERAL LIFE
INSURANCE COMPANY
By:_________________________________
AMERICAN GENERAL LIFE AND ACCIDENT INSURANCE COMPANY
(successor in interest to GULF LIFE INSURANCE COMPANY)
By:_________________________________
FIRST ALLMERICA FINANCIAL
LIFE INSURANCE COMPANY
By:_________________________________
ALLMERICA FINANCIAL LIFE
INSURANCE AND ANNUITY COMPANY
By:_________________________________
J. ROMEO & CO., as nominee for
THE MUTUAL LIFE INSURANCE
COMPANY OF NEW YORK
By:_________________________________
