WESTERN GAS EQUITY PARTNERS, LP 2,000,000 Common Units Representing Limited Partner Interests UNDERWRITING AGREEMENTWestern Gas Equity Partners, LP • June 10th, 2015 • Natural gas transmission • New York
Concurrently with the sale of the Units to the Underwriters, Anadarko Petroleum Corporation, a Delaware corporation and the owner of all of the issued and outstanding shares of capital stock of the Selling Unitholder (“Anadarko”), is selling 8,000,000 7.50% tangible equity units (“TEUs”), each of which comprises a prepaid equity purchase contract (each, a “Purchase Contract”) and a senior amortizing note. Upon the settlement of a Purchase Contract, Anadarko will deliver to the holder, at Anadarko’s option, either common units in the Partnership or shares of common stock of Anadarko. Anadarko has entered into an underwriting agreement dated as of the date hereof with J.P. Morgan Securities LLC, as representative of the several underwriters named therein relating to the offer and sale of the TEUs (the “TEU Offering”).
ANADARKO PETROLEUM CORPORATION (a Delaware corporation) 8,000,000 7.50% Tangible Equity Units UNDERWRITING AGREEMENT (Standard Provisions)Underwriting Agreement • June 10th, 2015 • Western Gas Equity Partners, LP • Natural gas transmission • New York
