WESTERN GAS EQUITY PARTNERS, LP 17,181,000 Common Units Representing Limited Partner Interests UNDERWRITING AGREEMENTUnderwriting Agreement • December 12th, 2012 • Western Gas Equity Partners, LP • 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.
FIRST AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF WESTERN GAS EQUITY PARTNERS, LPLimited Partnership Agreement • December 12th, 2012 • Western Gas Equity Partners, LP • Delaware
THIS FIRST AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF WESTERN GAS EQUITY PARTNERS, LP dated as of December 12, 2012, is entered into by and between Western Gas Equity Holdings, LLC, a Delaware limited liability company, as the General Partner, and Western Gas Resources, Inc., a Delaware corporation, 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:
TAX SHARING AGREEMENT BY AND AMONG ANADARKO PETROLEUM CORPORATION AND WESTERN GAS EQUITY PARTNERS, LP December 12, 2012Tax Sharing Agreement • December 12th, 2012 • Western Gas Equity Partners, LP • Delaware
Tax Sharing Agreement (the “Agreement”), dated this 12th day of December, 2012, by and among ANADARKO PETROLEUM CORPORATION (“Anadarko”), a Delaware corporation, and WESTERN GAS EQUITY PARTNERS, LP (the “Partnership”), a Delaware limited partnership.
AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF WESTERN GAS EQUITY HOLDINGS, LLC A Delaware Limited Liability Company Dated as of December 12, 2012Limited Liability Company Agreement • December 12th, 2012 • Western Gas Equity Partners, LP • Delaware
OMNIBUS AGREEMENT BY AND AMONG WESTERN GAS EQUITY PARTNERS, LP WESTERN GAS EQUITY HOLDINGS, LLC AND ANADARKO PETROLEUM CORPORATIONOmnibus Agreement • December 12th, 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 (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.”
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 12, 2012Unit Purchase Agreement • December 12th, 2012 • Western Gas Equity Partners, LP • Delaware
THIS UNIT PURCHASE AGREEMENT, dated December 12, 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”).
