0001193125-12-518442 Sample Contracts

WESTERN GAS PARTNERS, LP $125,000,000 of Common Units Representing Limited Partner Interests Equity Distribution Agreement December 28, 2012
Terms Agreement • December 28th, 2012 • Western Gas Partners LP • Natural gas transmission • New York

Western Gas Partners, LP, a Delaware limited partnership (the “Partnership”), confirms its agreement (this “Agreement”) with Citigroup Global Markets Inc., UBS Securities LLC and Mitsubishi UFJ Securities (USA), Inc. (the “Managers”). Western Gas Holdings, LLC, a Delaware limited liability company (the “General Partner”), serves as the general partner of the Partnership. The Partnership and the General Partner are sometimes referred to herein collectively as the “Western Gas Parties.”

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