SPECIFIC TERMS IN THIS EXHIBIT HAVE BEEN REDACTED BECAUSE CONFIDENTIAL TREATMENT FOR THOSE TERMS HAS BEEN REQUESTED. THE REDACTED MATERIAL HAS BEEN SEPARATELY FILED WITH THE SECURITIES AND EXCHANGE COMMISSION, AND THE TERMS HAVE BEEN MARKED AT THE...Gas Gathering Agreement • January 23rd, 2008 • Western Gas Partners LP • Natural gas transmission • Texas
THIS GAS GATHERING AGREEMENT is comprised of this Commercial Contract, the Definitions, and the Terms and Conditions, and any attachments, exhibits, supplements, or modifications or amendments thereto (“Agreement”). In consideration of the premises and mutual covenants and agreements contained in the Agreement and other good and valuable consideration (the receipt and sufficiency of which is hereby confessed and acknowledged), the Parties stipulate and agree as follows:
SERVICES AND SECONDMENT AGREEMENT BY AND BETWEEN WESTERN GAS HOLDINGS, LLC AND ANADARKO PETROLEUM CORPORATIONServices and Secondment Agreement • January 23rd, 2008 • Western Gas Partners LP • Natural gas transmission
This Services and Secondment Agreement (the “Agreement”), dated as of [ ], 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 [ ], 2008 (the “Omnibus Agreement”).
OMNIBUS AGREEMENT BY AND AMONG WESTERN GAS PARTNERS, LP WESTERN GAS HOLDINGS, LLC AND ANADARKO PETROLEUM CORPORATIONOmnibus Agreement • January 23rd, 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.”
INDEMNIFICATION AGREEMENTIndemnification Agreement • January 23rd, 2008 • Western Gas Partners LP • Natural gas transmission • Delaware
This Indemnification Agreement (this “Agreement”) is made and delivered this day of , 200 , by Western Gas Holdings, LLC (the “Company”), to and for the benefit of (“Indemnitee”).
TAX SHARING AGREEMENT BY AND AMONG ANADARKO PETROLEUM CORPORATION AND WESTERN GAS PARTNERS, LPTax Sharing Agreement • January 23rd, 2008 • Western Gas Partners LP • Natural gas transmission • Delaware
Tax Sharing Agreement (the “Agreement”), dated this ___day of , 2008, by and among ANADARKO PETROLEUM CORPORATION (“Anadarko”), a Delaware corporation, and WESTERN GAS PARTNERS, LP (the “Partnership”), a Delaware limited partnership.
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. And WGR OPERATING, LP Dated as of [l], 2008Contribution, Conveyance and Assumption Agreement • January 23rd, 2008 • Western Gas Partners LP • Natural gas transmission
This Contribution, Conveyance and Assumption Agreement, dated as of [l], 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”), 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.
