0000950123-11-049375 Sample Contracts

WESTERN GAS PARTNERS, LP $500,000,000 5.375% Senior Notes due 2021 Underwriting Agreement
Western Gas Partners LP • May 12th, 2011 • Natural gas transmission • New York

This agreement (the “Agreement”) is to confirm the agreement among the Partnership, Western Gas Holdings, LLC, a Delaware limited liability company and general partner of the Partnership (the “General Partner” and, together with the Partnership and the Guarantors, the “Western Gas Parties”), and the Guarantors, on the one hand, and the Underwriters, on the other hand, concerning the purchase of the Notes from the Partnership by the Underwriters. The Western Gas Parties and Chipeta Processing LLC, a Delaware limited liability company and indirect subsidiary of the Partnership (“Chipeta”), are collectively referred to herein as the “Partnership Entities.”

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