0000950134-08-022707 Sample Contracts

AMENDMENT NO. 1 TO OMNIBUS AGREEMENT
Omnibus Agreement • December 24th, 2008 • Western Gas Partners LP • Natural gas transmission

This AMENDMENT NO. 1 TO OMNIBUS AGREEMENT (this “Amendment”), dated as of December 19, 2008 is by and among Western Gas Partners, LP, a Delaware limited partnership (the “Partnership”), Western Gas Holdings, LLC, a Delaware limited liability company (the “General Partner”), and Anadarko Petroleum Corporation, a Delaware corporation (“Anadarko” and, together with the Partnership and the General Partner, the “Parties ” and each, a “Party”).

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TERM LOAN AGREEMENT DUE 2013
Term Loan Agreement • December 24th, 2008 • Western Gas Partners LP • Natural gas transmission • Texas

This TERM LOAN AGREEMENT (this “Agreement”) is made as of December 19, 2008 (the “Effective Date”), between Anadarko Petroleum Corporation, a Delaware corporation, with principal offices at 1201 Lake Robbins Drive, The Woodlands, Texas 77380 (“Lender”), and Western Gas Partners, LP, a Delaware limited partnership with principal offices at 1201 Lake Robbins Drive, The Woodlands, Texas 77380 (“Borrower”). The Guarantor (defined in Section 3) has joined in this Agreement solely for purposes of evidencing its agreement in Section 3.

AMENDMENT NO. 1 TO FIRST AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF WESTERN GAS PARTNERS, LP
Western Gas Partners LP • December 24th, 2008 • Natural gas transmission • Delaware

This Amendment No. 1 to First Amended and Restated Agreement of Limited Partnership of Western Gas Partners, LP (this “Amendment”) is made as of the 19th day of December, 2008, 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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