WESTERN GAS PARTNERS, LP $200,000,000 UNDERWRITING AGREEMENTUnderwriting Agreement • October 7th, 2016 • Western Gas Partners LP • Natural gas transmission • New York
Western Gas Partners, LP, a Delaware limited partnership (the “Partnership”), proposes to issue and sell to the underwriters named in Schedule A annexed hereto (the “Underwriters”), for whom Morgan Stanley & Co. LLC. and RBC Capital Markets, LLC are acting as representatives (in such capacity, the “Representatives”), $200,000,000 aggregate principal amount of its 5.450% Senior Notes due 2044 (the “Notes”). The Notes will be issued under the Sixth Supplemental Indenture, dated as of March 20, 2014 (the “Supplemental Indenture”), to that certain Indenture dated as of May 18, 2011 (the “Base Indenture” and as supplemented by the Supplemental Indenture, the “Indenture”), between the Partnership and Wells Fargo Bank, National Association, as trustee (the “Trustee”). The Notes constitute “Additional Notes” (as such term is defined in the Indenture) under the Indenture. The Partnership has previously issued $400,000,000 aggregate principal amount of 5.450% Senior Notes due 2044 (the “Existing
