EX-10.4 7 d450425dex104.htm OMNIBUS AGREEMENT OMNIBUS AGREEMENT BY AND AMONG WESTERN GAS EQUITY PARTNERS, LP WESTERN GAS EQUITY HOLDINGS, LLC AND ANADARKO PETROLEUM CORPORATION OMNIBUS AGREEMENT
Exhibit 10.4
BY AND AMONG
WESTERN GAS EQUITY PARTNERS, LP
WESTERN GAS EQUITY HOLDINGS, LLC
AND
ANADARKO PETROLEUM CORPORATION
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.”
R E C I T A L S:
The Parties desire by their execution of this Agreement to evidence their understanding, as more fully set forth in Article II of this Agreement, with respect to the agreement of Anadarko to provide or cause to be provided, and the agreement of the Partnership to reimburse and compensate Anadarko for the provision of, certain general and administrative services.
In consideration of the premises, covenants, conditions, and agreements contained herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties hereby agree as follows:
ARTICLE I
(b) As used in this Agreement, the following terms shall have the respective meanings set forth below:
“Administrative Fee” is defined in Section 2.1(c).
“Affiliate” means, with respect to any Person, (a) any other Person directly or indirectly controlling, controlled by or under common control with such Person, (b) any Person owning or controlling fifty percent (50%) or more of the voting interests of such Person, (c) any officer or director of such Person, or (d) any Person who is an officer, director, trustee, or holder of fifty percent (50%) or more of the voting interest of any Person described in clauses (a) through (c). For purposes of this definition, the term “controls,” “is controlled by” or “is under common control with” shall mean the possession, direct or indirect, of the power to direct or cause the direction of the management and policies of a Person, whether through the ownership of Voting Securities, by contract or otherwise.
“Agreement” means this Omnibus Agreement, as it may be amended, modified or supplemented from time to time in accordance with the terms hereof.
“Anadarko” is defined in the preamble to this Agreement.
Western Gas Equity Partners, LP
1
“Anadarko Entities” means Anadarko and any other Person controlled by Anadarko other than the Partnership Entities. For purposes of this definition, “control” means the possession, direct or indirect, of the power to direct or cause the direction of the management and policies of a Person, whether through ownership of Voting Securities, by contract or otherwise.
“Change of Control” means, with respect to any Person (the “Applicable Person”), any of the following events: (i) any sale, lease, exchange or other transfer (in one transaction or a series of related transactions) of all or substantially all of the Applicable Person’s assets to any other Person, unless immediately following such sale, lease, exchange or other transfer such assets are owned, directly or indirectly, by the Applicable Person; (ii) the dissolution or liquidation of the Applicable Person; (iii) the consolidation or merger of the Applicable Person with or into another Person pursuant to a transaction in which the outstanding Voting Securities of the Applicable Person are changed into or exchanged for cash, securities or other property, other than any such transaction where (A) the outstanding Voting Securities of the Applicable Person are changed into or exchanged for Voting Securities of the surviving Person or its parent and (B) the holders of the Voting Securities of the Applicable Person immediately prior to such transaction own, directly or indirectly, not less than a majority of the outstanding Voting Securities of the surviving Person or its parent immediately after such transaction; and (iv) a “person” or “group” (within the meaning of Sections 13(d) or 14(d)(2) of the Exchange Act) other than Anadarko or any Affiliate of Anadarko becomes the “beneficial owner” (as defined in Rules 13d-3 and 13d-5 under the Exchange Act) of more than 50% of all of the then outstanding Voting Securities of the Applicable Person, other than in a merger or consolidation which would not constitute a Change of Control under clause (iii) above.
“Closing Date” means the date of the closing of the initial public offering of Common Units.
“CP Index” is defined in Section 2.1(c).
“General Partner” is defined in the preamble to this Agreement.
“MLP Omnibus Agreement” means that certain Omnibus Agreement, dated as of May 14, 2008, by and among Western Gas Partners, LP, Western Gas Holdings, LLC and Anadarko, as heretofore amended.
“Partnership” is defined in the preamble to this Agreement.
“Partnership Agreement” means the First Amended and Restated Agreement of Limited Partnership of the Partnership, dated as of the Closing Date, as such agreement is in effect on the Closing Date, to which reference is hereby made for all purposes of this Agreement.
“Partnership Entities” means the General Partner and each member of the Partnership Group.
“Partnership Group” means the Partnership and its Subsidiaries (other than Western Gas Partners, LP and its Subsidiaries) treated as a single consolidated entity.
Western Gas Equity Partners, LP
2
“Party” and “Parties” are defined in the preamble to this Agreement.
“Person” means an individual, corporation, partnership, joint venture, trust, limited liability company, unincorporated organization or any other entity.
“Subsidiary” means, with respect to any Person, (i) a corporation of which more than 50% of the voting power of shares entitled (without regard to the occurrence of any contingency) to vote in the election of directors or other governing body of such corporation is owned, directly or indirectly, at the date of determination, by such Person, by one or more Subsidiaries of such Person or a combination thereof, (ii) a partnership (whether general or limited) in which such Person or a Subsidiary of such Person is, at the date of determination, a general partner, but only if such Person, directly or indirectly through one or more Subsidiaries of such Person, or a combination thereof, controls such partnership on the date of determination, or (iii) any other Person (other than a corporation or a partnership) in which such Person, one or more Subsidiaries of such Person, or a combination thereof, directly or indirectly, at the date of determination, has (A) at least a majority ownership interest or (B) the power to elect or direct the election of a majority of the directors or other governing body of such Person.
“Voting Securities” means securities of any class of a Person entitling the holders thereof to vote in the election of, or to appoint, members of the board of directors or other similar governing body of the Person.
ARTICLE II
2.1 Provision of Services; Reimbursement and Administrative Fee.
(a) Anadarko hereby agrees to cause the Anadarko Entities to continue to provide the Partnership Entities with certain general and administrative services, such as legal, accounting, treasury, cash management, insurance, administrative and claims processing, risk management, health, safety and environmental, information technology, human resources, credit, payroll, internal audit, tax, marketing and midstream. These general and administrative services shall be substantially identical in nature and quality to the services of such type previously provided by the Anadarko Entities to Western Gas Partners, LP and its Subsidiaries pursuant to the MLP Omnibus Agreement.
(b) The Partnership Group hereby agrees to reimburse Anadarko for all cash expenses and expenditures that the Anadarko Entities incur or payments they make on behalf of the Partnership Entities for the general and administrative services provided for in Section 2.1(a).
(c) In addition to the reimbursement obligation described in Section 2.1(b), the Partnership shall pay Anadarko (or an Anadarko Entity designated by Anadarko) an administrative fee (the “Administrative Fee”) of $250,000 per year (subject to adjustment as specified below), payable in arrears in equal quarterly installments on or before the 30th day following the end of each fiscal quarter following the Closing Date (pro rated to account for any
Western Gas Equity Partners, LP
Omnibus Agreement
3
partial quarterly period). On January 1, 2014 and each January 1st thereafter, the Administrative Fee shall be increased by the percentage increase in the Consumer Price Index – All Urban Consumers, U.S. City Average, Not Seasonally Adjusted (the “CP Index”). In making such adjustment, the Administrative Fee shall be increased by the CP Index for the prior year period based on the most recent information available from the U.S. Department of Labor.
ARTICLE III
Western Gas Equity Partners, LP
Omnibus Agreement
4
If to Anadarko:
Anadarko Petroleum Corporation
0000 Xxxx Xxxxxxx Xxxxx
Xxx Xxxxxxxxx, Xxxxx 00000
Attn: General Counsel
Fax: 000-000-0000
If to the Partnership or the General Partner:
Western Gas Equity Holdings, LLC
0000 Xxxx Xxxxxxx Xxxxx
Xxx Xxxxxxxxx, Xxxxx 00000
Attn: President
Fax: 000-000-0000
A Party may change its address for the purposes of notices hereunder by giving notice to the other Party specifying such changed address in the manner specified in this Section 3.3.
Western Gas Equity Partners, LP
Omnibus Agreement
5
Western Gas Equity Partners, LP
Omnibus Agreement
6
3.14 Relationship of the Parties.
(a) Nothing in this Agreement shall cause any of the Anadarko Entities or the Partnership Entities to become members of any other partnership, joint venture, association, syndicate or other entity. Nothing in this Agreement shall cause any Partnership Entity to be considered an Anadarko Entity, and vice versa.
(b) For purposes of this Agreement, no Partnership Entity shall be deemed to be an Affiliate of the Anadarko Entities nor shall any Anadarko Entity be deemed to be an Affiliate of any the Partnership Entities.
3.16 Time of the Essence. Time is of the essence in the performance of this Agreement.
Western Gas Equity Partners, LP
Omnibus Agreement
7
[Signature page follows]
Western Gas Equity Partners, LP
Omnibus Agreement
8
WESTERN GAS EQUITY PARTNERS, LP | ||
By: | WESTERN GAS EQUITY HOLDINGS, LLC, its general partner | |
By: | /s/ Xxxxxx X. Xxxxxxxx | |
Name Xxxxxx X. Xxxxxxxx | ||
Title: President and Chief Executive Officer | ||
WESTERN GAS EQUITY HOLDINGS, LLC | ||
By: | /s/ Xxxxxx X. Xxxxxxxx | |
Name: Xxxxxx X. Xxxxxxxx | ||
Title: President and Chief Executive Officer | ||
ANADARKO PETROLEUM CORPORATION | ||
By: | /s/ Xxxxxx X. Xxxx | |
Name: Xxxxxx X. Xxxx | ||
Title: Senior Vice President, Finance and Chief Financial Officer |
Signature Page–Omnibus Agreement of
Western Gas Equity Partners, LP