0001047469-03-009741 Sample Contracts

TENTH AMENDMENT TO LOAN AGREEMENT AND AMENDMENT TO INTERCREDITOR AGREEMENT
Intercreditor Agreement • March 24th, 2003 • Western Gas Resources Inc • Natural gas transmission • Texas

THIS TENTH AMENDMENT TO LOAN AGREEMENT AND AMENDMENT TO INTERCREDITOR AGREEMENT (herein called this "Amendment") is made as of the 3rd day of January, 2003, by and among Western Gas Resources, Inc. ("Borrower"), Bank of America, N.A. ("Agent"), and the Lenders under the Loan Agreement referred to below.

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WESTERN GAS RESOURCES, INC. SENIOR NOTES THIRD AMENDED AND RESTATED MASTER SHELF AGREEMENT Dated as of December 19, 1991 (Effective as of January 13, 2003)
Master Shelf Agreement • March 24th, 2003 • Western Gas Resources Inc • Natural gas transmission • New York

1A. Restatement and Amendment of Existing Agreement. The Company and PICA entered into a Master Shelf Agreement dated as of December 19, 1991 as amended by Letter Amendment No. 1 dated October 22, 1992 (the "Original Agreement"). On July 22, 1993, the Company and PICA entered into an Amended and Restated Master Shelf Agreement which Amended and Restated the Original Agreement in its entirety. Such Amended and Restated Master Shelf Agreement was further amended by the Second Amended and Restated Master Shelf Agreement effective as of January 31, 1996. Such Second Amended and Restated Master Shelf Agreement has been amended by Letter Amendment No. 1 dated November 21, 1997, Letter Amendment No. 2 dated March 31, 1999, Limited Waiver, Consent, Release and Amendment No. 3 dated June 1, 1999, Limited Waiver, Consent, Release and Amendment No. 4 dated August 25, 2000, Letter Amendment No. 5 dated March 30, 2001 and Letter Amendment No. 6 dated March 1, 2002. (The Second Amended and Restated

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