WESTERN GAS EQUITY PARTNERS, LP 15,000,000 Common Units Representing Limited Partner Interests FORM OF UNDERWRITING AGREEMENTWestern Gas Equity Partners, LP • December 3rd, 2012 • New York
This agreement (the “Agreement”) is to confirm the agreement among the Partnership and Western Gas Equity Holdings, LLC, a Delaware limited liability company and the sole general partner of the Partnership (the “General Partner” and, together with the Partnership, the “Partnership Parties”), on the one hand, and the Underwriters, on the other hand, concerning the purchase of the Units from the Partnership by the Underwriters.
FORM OF TAX SHARING AGREEMENT BY AND AMONG ANADARKO PETROLEUM CORPORATION AND WESTERN GAS EQUITY PARTNERS, LPTax Sharing Agreement • December 3rd, 2012 • Western Gas Equity Partners, LP • Delaware
FORM OF AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF WESTERN GAS EQUITY HOLDINGS, LLC A Delaware Limited Liability Company Dated as ofLimited Liability Company Agreement • December 3rd, 2012 • Western Gas Equity Partners, LP • Delaware
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.”
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”).
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).
