0001414475-16-000065 Sample Contracts

AMENDMENT NO. 1 TO SECOND AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF WESTERN GAS PARTNERS, LP
Amendment to Limited Partnership Agreement • March 16th, 2016 • Western Gas Partners LP • Natural gas transmission • Delaware

This Amendment No. 1 to Second Amended and Restated Agreement of Limited Partnership of Western Gas Partners, LP (this “Amendment”) is made as of the 14th day of March, 2016, by Western Gas Holdings, LLC, a Delaware limited liability company (the “General Partner”), in accordance with Article XIII of the Partnership Agreement (as such capitalized terms are defined below).

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BOARD OBSERVATION AGREEMENT
Board Observation Agreement • March 16th, 2016 • Western Gas Partners LP • Natural gas transmission • Delaware

This Board Observation Agreement (this “Agreement”), dated March 14, 2016, is entered into among each of the Persons set forth on Schedule A hereto (the “Purchasers”), 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”), and Western Gas Equity Partners, LP, a Delaware limited partnership and the sole member of the General Partner (“WGP”). Each of the Purchasers, the Partnership, the General Partner and WGP are referred to in this Agreement individually as a “Party” and collectively as the “Parties.” Capitalized terms used but not defined in this Agreement shall have the meaning given to such terms in the Partnership Agreement (as defined below).

REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • March 16th, 2016 • Western Gas Partners LP • Natural gas transmission • Delaware

This REGISTRATION RIGHTS AGREEMENT, dated as of March 14, 2016 (this “Agreement”) is entered into by and among WESTERN GAS PARTNERS, LP, a Delaware limited partnership (the “Partnership”), and each of the Persons set forth on Schedule A hereto (the “Purchasers”).

SECOND AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF WESTERN GAS PARTNERS, LP
Limited Partnership Agreement • March 16th, 2016 • Western Gas Partners LP • Natural gas transmission • Delaware

THIS SECOND AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF WESTERN GAS PARTNERS, LP dated as of March 14, 2016, is entered into by and among Western Gas Holdings, LLC, a Delaware limited liability company, as the General Partner, together with any other Persons who are or become Partners in the Partnership or parties hereto as provided herein.

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