FIRST AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF WESTERN GAS PARTNERS, LPWestern Gas Partners LP • May 14th, 2008 • Natural gas transmission • Delaware
THIS FIRST AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF WESTERN GAS PARTNERS, LP dated as of May 14, 2008, is entered into by and between Western Gas Holdings, LLC, a Delaware limited liability company, as the General Partner, and WGR Holdings, LLC, a Delaware limited liability company, 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:
WORKING CAPITAL LOAN AGREEMENTWorking Capital Loan Agreement • May 14th, 2008 • Western Gas Partners LP • Natural gas transmission • Texas
This WORKING CAPITAL LOAN AGREEMENT (this “Agreement”) is made as of May 14, 2008 (the "Effective Date”), between Anadarko Petroleum Corporation, a Delaware corporation, with principal offices at 1201 Lake Robbins Drive, The Woodlands, Texas 77380 (“Lender”), and Western Gas Partners, LP, a Delaware limited partnership with principal offices at 1201 Lake Robbins Drive, The Woodlands, Texas 77380 (“Borrower”).
OMNIBUS AGREEMENT BY AND AMONG WESTERN GAS PARTNERS, LP WESTERN GAS HOLDINGS, LLC AND ANADARKO PETROLEUM CORPORATIONOmnibus Agreement • May 14th, 2008 • Western Gas Partners LP • Natural gas transmission
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 Partners, LP, a Delaware limited partnership (the “Partnership”), Western Gas 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.”
WESTERN GAS PARTNERS, LP 18,750,000 Common Units Representing Limited Partner Interests Underwriting Agreement May 8, 2008Underwriting Agreement • May 14th, 2008 • Western Gas Partners LP • Natural gas transmission • New York
This agreement (the “Agreement”) is to confirm the agreement among the Partnership, Anadarko Petroleum Corporation, a Delaware corporation (“Anadarko”), Western Gas Resources, Inc., a Delaware corporation (“Western Gas”), WGR Holdings, LLC, a Delaware limited liability company (“Holdings”), and Western Gas Holdings, LLC, a Delaware limited liability company (the “General Partner,” and together with the Partnership, Anadarko, Western Gas, and Holdings, the “Western Gas Parties”), on the one hand, and the Underwriters on the other hand, concerning the purchase of the Units from the Partnership by the Underwriters.
LIMITED LIABILITY COMPANY AGREEMENT OF WESTERN GAS HOLDINGS, LLC A Delaware Limited Liability Company Dated as of May 14, 2008Limited Liability Company Agreement • May 14th, 2008 • Western Gas Partners LP • Natural gas transmission • Delaware
CONTRIBUTION, CONVEYANCE AND ASSUMPTION AGREEMENT By and Among WESTERN GAS PARTNERS, LP WESTERN GAS HOLDINGS, LLC ANADARKO PETROLEUM CORPORATION WGR HOLDINGS, LLC WESTERN GAS RESOURCES, INC. WGR ASSET HOLDING COMPANY LLC WESTERN GAS OPERATING, LLC And...Contribution, Conveyance and Assumption Agreement • May 14th, 2008 • Western Gas Partners LP • Natural gas transmission
This Contribution, Conveyance and Assumption Agreement, dated as of May 14, 2008 (this “Agreement”), is by and among Western Gas Partners, LP, a Delaware limited partnership (the “Partnership”), Western Gas Holdings, LLC, a Delaware limited liability company and the general partner of the Partnership (the “General Partner”), Anadarko Petroleum Corporation, a Delaware corporation (“Anadarko”), WGR Holdings, LLC, a Delaware limited liability company (“WGR Holdings”), Western Gas Resources, Inc., a Delaware corporation (“WGR”), WGR Asset Holding Company LLC, a Delaware limited liability company (“Asset HoldCo”), Western Gas Operating, LLC, a Delaware limited liability company (“Operating GP”), and WGR Operating, LP, a Delaware limited partnership (“OLP”). The above-named entities are sometimes referred to in this Agreement each as a “Party” and collectively as the “Parties.” Capitalized terms used herein shall have the meanings assigned to such terms in Article I.
SERVICES AND SECONDMENT AGREEMENT BY AND BETWEEN WESTERN GAS HOLDINGS, LLC AND ANADARKO PETROLEUM CORPORATIONServices and Secondment Agreement • May 14th, 2008 • Western Gas Partners LP • Natural gas transmission
This Services and Secondment Agreement (the “Agreement”), dated as of May 14, 2008 (the “Effective Date”), is entered into between Anadarko Petroleum Corporation, a Delaware corporation (“Anadarko”), and Western Gas Holdings, LLC, a Delaware limited liability company (“General Partner”) and the general partner of Western Gas Partners, LP, a Delaware limited partnership (the “Partnership”). Anadarko 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 Omnibus Agreement by and among the Partnership, the General Partner and Anadarko, dated May 14, 2008 (the “Omnibus Agreement”).
TAX SHARING AGREEMENT BY AND AMONG ANADARKO PETROLEUM CORPORATION AND WESTERN GAS PARTNERS, LP May 14, 2008Western Gas Partners LP • May 14th, 2008 • Natural gas transmission • Delaware
Tax Sharing Agreement (the “Agreement”), dated this 14th day of May, 2008, by and among ANADARKO PETROLEUM CORPORATION (“Anadarko”), a Delaware corporation, and WESTERN GAS PARTNERS, LP (the “Partnership”), a Delaware limited partnership.
