AMENDMENT NO. 4 TO FIRST AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF WESTERN GAS PARTNERS, LP
Exhibit 3.1
AMENDMENT NO. 4 TO FIRST AMENDED AND RESTATED
AGREEMENT OF LIMITED PARTNERSHIP OF WESTERN GAS PARTNERS, LP
AGREEMENT OF LIMITED PARTNERSHIP OF WESTERN GAS PARTNERS, LP
This Amendment No. 4 to First Amended and Restated Agreement of Limited Partnership of Western Gas
Partners, LP (this “Amendment”) is made as of the 29th day of January, 2010, by Western Gas
Holdings, LLC, a Delaware limited liability company (the “General Partner”) in accordance with
Article XIII of the Partnership Agreement (as such capitalized terms are defined below).
R E C I T A L S
A. The General Partner is the sole general partner of Western Gas Partners, LP, a Delaware
limited partnership (the “Partnership”) that is governed by the First Amended and Restated
Agreement of Limited Partnership dated as of May 14, 2008 (as previously amended by Amendments No.
1, 2 and 3 thereto, the “Partnership Agreement”). Capitalized terms used but not defined herein are
used as defined in the Partnership Agreement.
B. The Partnership has entered into a Contribution Agreement dated as of January 29, 2010 (the
“Xxxxxxx Contribution Agreement”) by and among Mountain Gas Resources LLC, Western Gas Resources,
Inc., WGR Holdings, LLC, WGR Asset Holding Company LLC, the General Partner, XXX GP, Inc., the
Partnership, Western Gas Operating, LLC and WGR Operating, LP, pursuant to which the Partnership
will acquire certain midstream assets.
C. Pursuant to the transactions contemplated by the Xxxxxxx Contribution Agreement and in
consideration (in part) for such midstream assets, the Partnership will make a special cash
distribution (the “Special Distribution”) in the amount of $241,680,000 to Holdings, without a
corresponding distribution to the General Partner or the Limited Partners of the Partnership.
D. To effect the Special Distribution as contemplated by the Xxxxxxx Contribution Agreement,
it is necessary to amend the Partnership Agreement as provided herein.
E. The General Partner has determined that this Amendment will not adversely affect the
Limited Partners in any material respect.
F. Acting pursuant to the power and authority granted to it under Section 13.1(d) of the
Partnership Agreement, the General Partner has determined that this Amendment does not require the
approval of any Partner.
AGREEMENT
NOW, THEREFORE, the Partnership Agreement is hereby amended as follows:
1. Section 6.10. A new Section 6.10 is hereby added to the Partnership Agreement, to follow
Section 6.9 and to read in full as follows:
“6.10 Special Distributions. Notwithstanding anything to the contrary set forth in
this Agreement:
(i) following Asset HoldCo’s contribution, assignment, transfer, and conveyance
(or caused contribution, assignment, transfer and conveyance) to the Partnership of
certain System Assets (as defined in the 2008 Contribution Agreement) and the
Western Gas Wyoming Interest (as defined in the 2008 Contribution Agreement) owned
by Asset HoldCo, as contemplated by the Contribution Agreement dated November 11,
2008 (the “2008 Contribution Agreement”), among Western Gas Resources, Inc., a
Delaware corporation (“WGR”), Holdings, Asset HoldCo, the General Partner, OLP GP,
Operating Partnership, and the Partnership, the Partnership shall distribute
$175,000,000 in cash to Holdings (without a corresponding distribution to the
General Partner or the Limited Partners) as provided for in the 2008 Contribution
Agreement;
(ii) following Asset HoldCo’s contribution, assignment, transfer, and
conveyance (or caused contribution, assignment, transfer and conveyance) to the
Partnership of certain System Assets (as defined in the 2009 Contribution Agreement)
and the Chipeta Interest (as defined in the 2009 Contribution Agreement) owned by
Anadarko Uintah Midstream, LLC, a Delaware limited liability company (“AUM”), as
contemplated by the Contribution Agreement dated July 10, 2009 (the “2009
Contribution Agreement”), among AUM, WGR, Asset HoldCo, Holdings, XXX GP, Inc., a
Delaware corporation, the General Partner, the Partnership, OLP GP, the Operating
Partnership and Anadarko, the Partnership shall distribute $101,450,500 in cash to
Holdings (without a corresponding distribution to the General Partner or the Limited
Partners) as provided for in the 2009 Contribution Agreement; and
(iii) following Asset HoldCo’s’s contribution, assignment, transfer, and
conveyance (or caused contribution, assignment, transfer and conveyance) to the
Partnership of the System Assets (as defined in the Xxxxxxx Contribution Agreement)
owned by Mountain Gas Resources LLC, a Delaware limited liability company (“MGR”),
as contemplated by the Contribution Agreement dated January 29, 2010 (the “Xxxxxxx
Contribution Agreement”), among MGR, WGR, Asset HoldCo, Holdings, XXX GP, Inc., a
Delaware corporation, the General Partner, the Partnership, OLP GP, the Operating
Partnership and Anadarko, the Partnership shall distribute $241,680,000 in cash to
Holdings (without a corresponding distribution to the General Partner or the Limited
Partners) as provided for in the Xxxxxxx Contribution Agreement.
Notwithstanding anything to the contrary set forth in this Agreement (including Section
6.1(d)(iii)(A)), neither Holdings nor the General Partner shall receive an allocation of
income (including gross income) or gain as a result of the distributions provided for in the
preceding sentence.”
2. Ratification. Except as expressly amended hereby, the Partnership Agreement is hereby
ratified and confirmed, and shall continue in full force and effect.
3. Governing Law. This Amendment shall be construed in accordance with and governed by the
laws of the State of Delaware.
IN WITNESS WHEREOF, the General Partner has executed and delivered this Amendment in
accordance with Section 13.1 of the Partnership Agreement, and as of the date first above written.
| WESTERN GAS HOLDINGS, LLC, as General Partner |
||||
| By: | /s/ Xxxxxx X. Xxxxxxxx | |||
| Name: | Xxxxxx X. Xxxxxxxx | |||
| Title: | President and Chief Executive Officer | |||
