WESTERN GAS EQUITY PARTNERS, LP 12,500,000 Common Units Representing Limited Partner Interests UNDERWRITING AGREEMENTWestern Gas Equity Partners, LP • June 16th, 2016 • Natural gas transmission • New York
This agreement (the “Agreement”) is to confirm the agreement among the Selling Unitholder, the Partnership and Western Gas Equity Holdings, LLC, a Delaware limited liability company and the general partner of the Partnership (the “General Partner” and, together with the Partnership, the “Western Gas Parties”), on the one hand, and the Underwriters, on the other hand, concerning the purchase of the Units from the Selling Unitholder by the Underwriters. Western Gas Holdings, LLC, a Delaware limited liability company (“WES GP”), Western Gas Partners, LP, a Delaware limited partnership (“WES”), and WES’s direct and indirect subsidiaries listed on Schedule C hereto (the “Operating Subsidiaries”) are collectively referred to herein as the “WES Entities.” The Western Gas Parties and the WES Entities are collectively referred to as the “Partnership Entities.”
THIRD AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF WESTERN MIDSTREAM OPERATING, LPWestern Midstream Partners, LP • March 1st, 2019 • Natural gas transmission • Delaware
THIS THIRD AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF Western Midstream Operating, LP dated as of February 28, 2019 and effective immediately prior to the Effective Time (as defined in the Contribution and Merger Agreement), is entered into by and among Western Midstream Operating GP, LLC, a Delaware limited liability company, as the General Partner, together with any other Persons who are or become Partners in the Partnership or parties hereto as provided herein.
FOURTH AMENDED AND RESTATED REVOLVING CREDIT AGREEMENTDated as of April 6, 2023among WESTERN MIDSTREAM OPERATING, LP,as Borrower, WELLS FARGO BANK, NATIONAL ASSOCIATION,as Administrative Agent,PNC BANK, NATIONAL ASSOCIATIONBARCLAYS BANK PLC, CITIBANK,...Revolving Credit Agreement • April 10th, 2023 • Western Midstream Partners, LP • Natural gas transmission • New York
This FOURTH AMENDED AND RESTATED REVOLVING CREDIT AGREEMENT is made as of April 6, 2023 (the “Effective Date”), by and among WESTERN MIDSTREAM OPERATING, LP, a limited partnership organized under the laws of the State of Delaware (the “Borrower”), WELLS FARGO BANK, NATIONAL ASSOCIATION, as administrative agent (in such capacity, together with its successors in such capacity, the “Administrative Agent”), and each of the Lenders from time to time party hereto.
FIRST AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF WESTERN GAS EQUITY PARTNERS, LPAgreement • December 12th, 2012 • Western Gas Equity Partners, LP • Delaware
THIS FIRST AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF WESTERN GAS EQUITY PARTNERS, LP dated as of December 12, 2012, is entered into by and between Western Gas Equity Holdings, LLC, a Delaware limited liability company, as the General Partner, and Western Gas Resources, Inc., a Delaware corporation, together with any other Persons who become Partners in the Partnership or parties hereto as provided herein. In consideration of the covenants, conditions and agreements contained herein, the parties hereto hereby agree as follows:
TAX SHARING AGREEMENT BY AND AMONG ANADARKO PETROLEUM CORPORATION AND WESTERN GAS EQUITY PARTNERS, LP December 12, 2012Tax Sharing Agreement • December 12th, 2012 • Western Gas Equity Partners, LP • Delaware
Tax Sharing Agreement (the “Agreement”), dated this 12th day of December, 2012, by and among ANADARKO PETROLEUM CORPORATION (“Anadarko”), a Delaware corporation, and WESTERN GAS EQUITY PARTNERS, LP (the “Partnership”), a Delaware limited partnership.
SECOND AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF WESTERN MIDSTREAM PARTNERS, LPExchange Agreement • January 6th, 2020 • Western Midstream Partners, LP • Natural gas transmission • Delaware
THIS SECOND AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF WESTERN MIDSTREAM PARTNERS, LP dated as of December 31, 2019, is entered into by and between Western Midstream Holdings, LLC, a Delaware limited liability company, as the General Partner, and any other Persons who become Partners in the Partnership or parties hereto as provided herein.
SECOND AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF WESTERN MIDSTREAM HOLDINGS, LLC A Delaware Limited Liability Company Dated as of February 28, 2019Limited Liability Company Agreement • March 1st, 2019 • Western Midstream Partners, LP • Natural gas transmission • Delaware
OMNIBUS AGREEMENT BY AND AMONG WESTERN GAS EQUITY PARTNERS, LP WESTERN GAS EQUITY HOLDINGS, LLC AND ANADARKO PETROLEUM CORPORATIONOmnibus Agreement • December 12th, 2012 • Western Gas Equity Partners, LP
This Omnibus Agreement (“Agreement”) is entered into on, and effective as of, the Closing Date (as defined herein), and is by and among Western Gas Equity Partners, LP, a Delaware limited partnership (the “Partnership”), Western Gas Equity Holdings, LLC, a Delaware limited liability company (the “General Partner”), and Anadarko Petroleum Corporation, a Delaware corporation (“Anadarko”). The above-named entities are sometimes referred to in this Agreement each as a “Party” and collectively as the “Parties.”
AMENDMENT NO. 2 TO THE FIRST AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF WESTERN MIDSTREAM PARTNERS, LP February 28, 2019Partnership Agreement • March 1st, 2019 • Western Midstream Partners, LP • Natural gas transmission • Delaware
This Amendment No. 2 (this “Amendment”) to the First Amended and Restated Agreement of Limited Partnership of Western Midstream Partners, LP, a Delaware limited partnership formerly known as Western Gas Equity Partners, LP (the “Partnership”), dated as of December 12, 2012, as previously amended by Amendment No. 1 thereto (the “Partnership Agreement”), is entered into effective as of February 28, 2019, by Western Midstream Holdings, LLC, a Delaware limited liability company formerly known as Western Gas Equity Holdings, LLC (the “General Partner”), as the general partner of the Partnership. Capitalized terms used but not defined herein are used as defined in the Partnership Agreement.
WESTERN MIDSTREAM OPERATING, LP $600,000,000 6.350% Senior Notes due 2029 UNDERWRITING AGREEMENTWestern Midstream Partners, LP • September 29th, 2023 • Natural gas transmission • New York
ANADARKO PETROLEUM CORPORATION (a Delaware corporation) 8,000,000 7.50% Tangible Equity Units UNDERWRITING AGREEMENT (Standard Provisions)Underwriting Agreement • June 10th, 2015 • Western Gas Equity Partners, LP • Natural gas transmission • New York
WGRAH INDEMNIFICATION AGREEMENTWgrah Indemnification Agreement • March 1st, 2019 • Western Midstream Partners, LP • Natural gas transmission • New York
This WGRAH INDEMNIFICATION AGREEMENT (this “Agreement”) is made and entered into as of February 28, 2019, by and between WGR Asset Holding Company LLC, a Delaware limited liability company (“Indemnitor”), and Western Gas Holdings, LLC, a Delaware limited liability company (“Indemnitee”).
THIRD AMENDMENT TO THIRD AMENDED AND RESTATED REVOLVING CREDIT AGREEMENTCredit Agreement • June 21st, 2022 • Western Midstream Partners, LP • Natural gas transmission • New York
This THIRD AMENDED AND RESTATED REVOLVING CREDIT AGREEMENT is made as of February 15, 2018 (the “Effective Date”), by and among WESTERN MIDSTREAM OPERATING, LP (f/k/a Western Gas Partners, LP), a limited partnership organized under the laws of the State of Delaware (the “Borrower”), WELLS FARGO BANK, NATIONAL ASSOCIATION, individually and as Administrative Agent (herein, together with its successors in such capacity, the “Administrative Agent”), BARCLAYS BANK PLC, CITIBANK, N.A., MIZUHO BANK, LTD., MUFG BANK, LTD., PNC BANK, NATIONAL ASSOCIATION and U.S. BANK NATIONAL ASSOCIATION, as Syndication Agents (herein, together with their respective successors and assigns in such capacity, each a “Syndication Agent”), BANK OF MONTREAL, BRANCH BANKING AND TRUST COMPANYTRUIST BANK (formerly known as Branch Banking and Trust Company), CAPITAL ONE, NATIONAL ASSOCIATION, COMERICA BANK, CREDIT SUISSE AG, CAYMAN ISLANDS BRANCH, DEUTSCHE BANK AG NEW YORK BRANCHSECURITIES INC., ROYAL BANK OF CANADA, SO
RE: Contribution Agreement and Agreement and Plan of Merger, dated as of November 7, 2018Western Gas Equity Partners, LP • December 17th, 2018 • Natural gas transmission
We have acted as counsel for Western Gas Equity Partners, LP (“WGP”), a Delaware limited partnership, in connection with (i) the proposed merger (the “Merger”) of Clarity Merger Sub, LLC (“Merger Sub”), a Delaware limited liability company and a direct wholly owned subsidiary of WGP, with and into the Western Gas Partners, LP (“WES”), with WES surviving the Merger, as contemplated by the Contribution Agreement and Agreement and Plan of Merger, dated as of November 7, 2018, by and among Anadarko Petroleum Corporation, Anadarko E&P Onshore LLC, APC Midstream Holdings, LLC, WGP, Western Gas Equity Holdings, LLC, WES, Western Gas Holdings, LLC, Merger Sub, WGR Asset Holding Company LLC, WGR Operating, LP, Kerr-McGee Gathering LLC, Kerr-McGee Worldwide Corporation, and Delaware Basin Midstream, LLC (the “Merger Agreement”); and (ii) the preparation of a registration statement on Form S-4 (File No. 333- ) (as amended through the effective date thereof, the “Registration Statement”) filed wit
THIRD AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF WESTERN MIDSTREAM OPERATING GP, LLC A Delaware Limited Liability Company Dated as of February 28, 2019Limited Liability Company Agreement • March 1st, 2019 • Western Midstream Partners, LP • Natural gas transmission • Delaware
This THIRD AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT of Western Midstream Operating GP, LLC (the “Company”), dated as of February 28, 2019, is adopted, executed and agreed to by Western Midstream Partners, LP, a Delaware limited partnership (“WES”), as the sole Member of the Company.
AMENDMENT NO. 1 TO THE FIRST AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF WESTERN GAS EQUITY PARTNERS, LPPartnership Agreement • November 9th, 2017 • Western Gas Equity Partners, LP • Natural gas transmission • Delaware
This Amendment No. 1 (this “Amendment”) to the First Amended and Restated Agreement of Limited Partnership of Western Gas Equity Partners, LP, a Delaware limited partnership (the “Partnership”), dated as of December 12, 2012 (the “Partnership Agreement”), is entered into effective as of November 9, 2017, by Western Gas Equity Holdings, LLC, a Delaware limited liability company (the “General Partner”), as the general partner of the Partnership. Capitalized terms used but not defined herein are used as defined in the Partnership Agreement.
REVOLVING CREDIT AGREEMENT Dated as of March 14, 2016 among WESTERN GAS EQUITY PARTNERS, LP, As the Borrower, WELLS FARGO BANK, NATIONAL ASSOCIATION, As Administrative Agent, PNC BANK, NATIONAL ASSOCIATION, As Syndication Agent, TORONTO DOMINION...Revolving Credit Agreement • March 16th, 2016 • Western Gas Equity Partners, LP • Natural gas transmission • New York
This REVOLVING CREDIT AGREEMENT is made as of March 14, 2016 (the “Effective Date”), by and among WESTERN GAS EQUITY PARTNERS, LP, a limited partnership organized under the laws of the State of Delaware, WELLS FARGO BANK, NATIONAL ASSOCIATION, individually and as Administrative Agent (herein, together with its successors in such capacity, the “Administrative Agent”), PNC BANK, NATIONAL ASSOCIATION, as Syndication Agent (herein, together with its successors and assigns, the “Syndication Agent”), TORONTO DOMINION (TEXAS), LLC, as Documentation Agent (herein, together with its successors and assigns, the “Documentation Agent”), and each of the Lenders that is a signatory hereto or which becomes a signatory hereto pursuant to Section 10.04 (individually, together with its successors and assigns, a “Lender” and collectively, the “Lenders”).
AMENDED AND RESTATED SERVICES, SECONDMENT AND EMPLOYEE TRANSFER AGREEMENT BY AND BETWEEN WESTERN MIDSTREAM OPERATING GP, LLC OCCIDENTAL PETROLEUM CORPORATION AND ANADARKO PETROLEUM CORPORATIONServices, Secondment and Employee Transfer Agreement • January 6th, 2020 • Western Midstream Partners, LP • Natural gas transmission
This Amended and Restated Services, Secondment and Employee Transfer Agreement (the “Agreement”), dated as of December 31, 2019 (the “Effective Date”), is entered into between Anadarko Petroleum Corporation, a Delaware corporation (“Anadarko”), Occidental Petroleum Corporation, a Delaware Corporation (“Occidental” and, together with its subsidiaries, including Anadarko, but excluding the Partnership and its subsidiaries, the “Anadarko Entities”) and Western Midstream Operating GP, LLC, (the “General Partner”) a Delaware limited liability company and the general partner of Western Midstream Operating, LP, a Delaware limited partnership and subsidiary of Western Midstream Partners, LP (the “Partnership”). Anadarko, Occidental and the General Partner are hereinafter each referred to as a “Party” and are collectively referred to as the “Parties.” Capitalized terms used herein but not defined shall have the meanings given them in that certain Second Amended and Restated Agreement of Limited
OCCIDENTAL PETROLEUM CORPORATIONWestern Midstream Partners, LP • January 6th, 2020 • Natural gas transmission
FORM OF OMNIBUS AGREEMENT BY AND AMONG WESTERN GAS EQUITY PARTNERS, LP WESTERN GAS EQUITY HOLDINGS, LLC AND ANADARKO PETROLEUM CORPORATIONOmnibus Agreement • December 3rd, 2012 • Western Gas Equity Partners, LP
This Omnibus Agreement (“Agreement”) is entered into on, and effective as of, the Closing Date (as defined herein), and is by and among Western Gas Equity Partners, LP, a Delaware limited partnership (the “Partnership”), Western Gas Equity Holdings, LLC, a Delaware limited liability company (“General Partner”), and Anadarko Petroleum Corporation, a Delaware corporation (“Anadarko”). The above-named entities are sometimes referred to in this Agreement each as a “Party” and collectively as the “Parties.”
UNIT PURCHASE AGREEMENT by and among WESTERN GAS PARTNERS, LP, WESTERN GAS HOLDINGS, LLC, WESTERN GAS EQUITY PARTNERS, LP, and WESTERN GAS EQUITY HOLDINGS, LLC Dated December 12, 2012Unit Purchase Agreement • December 12th, 2012 • Western Gas Equity Partners, LP • Delaware
THIS UNIT PURCHASE AGREEMENT, dated December 12, 2012 (this “Agreement”), is made by Western Gas Partners, LP, a Delaware limited partnership (“WES”), Western Gas Holdings, LLC, a Delaware limited liability company and the general partner of WES (“WES GP”), Western Gas Equity Partners, LP, a Delaware limited partnership (“WGP”), and Western Gas Equity Holdings, LLC, a Delaware limited liability company (“WGP GP”).
FORM OF UNIT PURCHASE AGREEMENT by and among WESTERN GAS PARTNERS, LP, WESTERN GAS HOLDINGS, LLC, WESTERN GAS EQUITY PARTNERS, LP and WESTERN GAS EQUITY HOLDINGS, LLC Dated December , 2012Unit Purchase Agreement • December 3rd, 2012 • Western Gas Equity Partners, LP • Delaware
THIS UNIT PURCHASE AGREEMENT, dated December , 2012 (this “Agreement”), is made by Western Gas Partners, LP, a Delaware limited partnership (“WES”), Western Gas Holdings, LLC, a Delaware limited liability company and the general partner of WES (“WES GP”), Western Gas Equity Partners, LP, a Delaware limited partnership (“WGP”), and Western Gas Equity Holdings, LLC, a Delaware limited liability company (“WGP GP”).
SECOND AMENDMENT TO THIRD AMENDED AND RESTATED REVOLVING CREDIT AGREEMENTRevolving Credit Agreement • January 6th, 2020 • Western Midstream Partners, LP • Natural gas transmission • New York
THIS SECOND AMENDMENT TO THIRD AMENDED AND RESTATED REVOLVING CREDIT AGREEMENT (this “Second Amendment”), dated as of December 31, 2019, is among WESTERN MIDSTREAM OPERATING, LP (f/k/a Western Gas Partners, LP), as the Borrower, WELLS FARGO BANK, NATIONAL ASSOCIATION, as Administrative Agent, and the Lenders party hereto.
OCCIDENTAL PETROLEUM CORPORATIONWestern Midstream Partners, LP • January 6th, 2020 • Natural gas transmission
FIRST AMENDMENT TO REVOLVING CREDIT AGREEMENTRevolving Credit Agreement • December 20th, 2018 • Western Gas Equity Partners, LP • Natural gas transmission • New York
THIS FIRST AMENDMENT TO REVOLVING CREDIT AGREEMENT (this “First Amendment”), dated as of December 19, 2018, is among WESTERN GAS EQUITY PARTNERS, LP, as the Borrower, WELLS FARGO BANK, NATIONAL ASSOCIATION, as Administrative Agent, and the Lenders party hereto.
OCCIDENTAL PETROLEUM CORPORATIONWestern Midstream Partners, LP • January 6th, 2020 • Natural gas transmission
FIRST AMENDMENT TO CREDIT AGREEMENTCredit Agreement • July 3rd, 2019 • Western Midstream Partners, LP • Natural gas transmission • New York
This CREDIT AGREEMENT is made as of December 19, 2018, by and among WESTERN GAS PARTNERSMIDSTREAM OPERATING, LP, a limited partnership organized under the laws of the State of Delaware (the “Borrower”), BARCLAYS BANK PLC, individually and as Administrative Agent (herein, together with its successors in such capacity, the “Administrative Agent”), BMO Harris Bank N.A., Mizuho Bank, Ltd. MUFG Bank, Ltd., PNC Bank, National Association, U.S. Bank National Association and Wells Fargo Bank, National Association as Syndication Agents (herein, together with their respective successors and assigns in such capacity, each a “Syndication Agent”), Branch Banking & Trust Company, Capital One, National Association, Deutsche Bank AG New York Branch, Royal Bank of Canada, Societe Generale, The Toronto-Dominion Bank, New York Branch and The Bank of Nova Scotia, Houston Branch as Documentation Agents (herein, together with their respective successors and assigns in such capacity, each a “Documentation Ag
COLLATERAL AGREEMENTCollateral Agreement • March 16th, 2016 • Western Gas Equity Partners, LP • Natural gas transmission • New York
This COLLATERAL AGREEMENT, dated as of March 14, 2016, is made by WESTERN GAS EQUITY PARTNERS, LP, a Delaware limited partnership (the “Grantor”), in favor of WELLS FARGO BANK, NATIONAL ASSOCIATION, as administrative agent (in such capacity, together with its successors in such capacity, the “Administrative Agent”) for the Secured Parties (as defined in the Credit Agreement referred to below).
SECOND AMENDMENT TO CREDIT AGREEMENTCredit Agreement • January 6th, 2020 • Western Midstream Partners, LP • Natural gas transmission • New York
THIS SECOND AMENDMENT TO CREDIT AGREEMENT (this “Second Amendment”), dated as of December 31, 2019, is among WESTERN MIDSTREAM OPERATING, LP (f/k/a Western Gas Partners, LP), as the Borrower, BARCLAYS BANK PLC, as Administrative Agent, and the Lenders party hereto.
WESTERN MIDSTREAM OPERATING, LP $800,000,000 5.450% Senior Notes due 2034 UNDERWRITING AGREEMENTUnderwriting Agreement • August 20th, 2024 • Western Midstream Partners, LP • Natural gas transmission • New York
OCCIDENTAL PETROLEUM CORPORATIONWestern Midstream Partners, LP • January 6th, 2020 • Natural gas transmission
FORM OF INDEMNIFICATION AGREEMENTForm of Indemnification Agreement • December 3rd, 2012 • Western Gas Equity Partners, LP • Delaware
This Indemnification Agreement (this “Agreement”) is made and delivered this day of , 2012, by Western Gas Equity Holdings, LLC (the “Company”), to and for the benefit of (“Indemnitee”).
FORM OF CONTRIBUTION AGREEMENTForm of Contribution Agreement • December 3rd, 2012 • Western Gas Equity Partners, LP • Delaware
THIS CONTRIBUTION AGREEMENT (this “Agreement”) is entered into as of , 2012 (the “Effective Date”), by and among Anadarko Petroleum Corporation (“Anadarko”), Western Gas Resources, Inc. (“WGR”), Western Gas Equity Partners, LP (“WGEP”), and Western Gas Holdings, LLC (“WGH”). Capitalized terms used herein and not otherwise defined have the respective meanings provided therefor in the MOU (as defined below).
PARTNERSHIP INTERESTS EXCHANGE AGREEMENTPartnership Interests Exchange Agreement • January 6th, 2020 • Western Midstream Partners, LP • Natural gas transmission • Delaware
THIS SECOND AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF WESTERN MIDSTREAM PARTNERS, LP dated as of December 31, 2019, is entered into by and between Western Midstream Holdings, LLC, a Delaware limited liability company, as the General Partner, and any other Persons who become Partners in the Partnership or parties hereto as provided herein.
Western Midstream PARTNERS, LP 10,000,000 Common Units Representing Limited Partner Interests UNDERWRITING AGREEMENTUnderwriting Agreement • March 25th, 2021 • Western Midstream Partners, LP • Natural gas transmission • New York
This agreement (“Agreement”) is to confirm the respective agreements among Western Midstream Partners, LP (formerly known as Western Gas Equity Partners, LP), a Delaware limited partnership (the “Partnership”), and WGR Asset Holding Company LLC, a Delaware limited liability company (the “Selling Unitholder”), with BofA Securities, Inc. (the “Underwriter”) with respect to the sale by the Selling Unitholder and the purchase by the Underwriter of 10,000,000 common units (the “Firm Units”) representing limited partner interests in the Partnership (the “Common Units”). In addition, the Selling Unitholder proposes to grant to the Underwriter the option to purchase up to an additional 1,500,000 Common Units (the “Additional Units”). The Firm Units and the Additional Units are hereinafter collectively referred to as the “Units.” The Units are described in the Prospectus, which is referred to below.
