Western Gas Partners LP (Form: 8-K, Received: 03/05/2014 06:02:47)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): March 3, 2014

WESTERN GAS PARTNERS, LP

(Exact name of registrant as specified in its charter)



Delaware	001-34046	26-1075808
(State or other jurisdiction of incorporation or organization)	(Commission File Number)	(I.R.S. Employer Identification No.)

1201 Lake Robbins Drive

The Woodlands, Texas 77380-1046

(Address of principal executive offices) (Zip Code)

(832) 636-6000

(Registrant’s telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 2.01 Completion of Acquisition or Disposition of Assets.

On March 3, 2014, Western Gas Partners, LP (the “Partnership”) completed its previously announced acquisition (the “Acquisition”) of Anadarko Petroleum Corporation’s 20% interest in Texas Express Pipeline LLC and Texas Express Gathering LLC, and 33.33% interest in Front Range Pipeline LLC, pursuant to the terms and conditions of a Contribution Agreement (the “Contribution Agreement”), dated February 27, 2014, among WGR Asset Holding Company, LLC (“WGRAH”) and APC Midstream Holdings, LLC (“AMH” and together with WGRAH, the “Contributing Parties”), and the Partnership, Western Gas Operating, LLC (“Western Gas Operating”) and WGR Operating, LP (together with Western Gas Operating and the Partnership, the “Recipient Parties”), and for certain limited purposes, Anadarko Petroleum Corporation (“Anadarko”). All of the parties are subsidiaries or affiliates of Anadarko. The consideration paid by the Partnership for the Acquisition consisted of $356.3 million in cash and 308,490 common units of the Partnership (the “Common Units”). The Partnership funded the cash consideration through (i) $350 million in borrowings under its revolving credit facility (including refinancings thereof, the “Revolving Loans”) and (ii) $6.3 million of cash on hand.

In connection with the Acquisition, Western Gas Holdings, LLC (the “General Partner”), the Partnership’s general partner, and another wholly owned subsidiary of Anadarko entered into an indemnification agreement (the “TEFR Indemnification Agreement”) whereby such subsidiary will indemnify the General Partner for any recourse liability it may have for the Revolving Loans, or other debt financing, attributable to the Acquisition. The General Partner and Western Gas Resources, Inc. (“WGRI”) also amended the existing indemnity agreement between them (the “WGRI Indemnification Agreement”) to reduce the amount for which WGRI would indemnify the General Partner by an amount equal to any amounts payable to the General Partner under the TEFR Indemnification Agreement. The General Partner and USH2 LLC, another wholly owned subsidiary of Anadarko, also amended and restated the existing indemnification agreement between them (the “USH2 Indemnification Agreement”) primarily to conform language among all the indemnification agreements with the General Partner. The above summaries of the TEFR Indemnification Agreement, WGRI Indemnification Agreement and USH2 Indemnification Agreement are qualified in their entirety by reference to such agreements, copies of which are filed as Exhibits 10.1, 10.3 and 10.4 hereto, respectively.

Relationships

The terms of the Acquisition were unanimously approved by the Board of Directors of the General Partner (the “Board”) and by the Board’s special committee. The special committee, a committee comprised of three independent members of the Board, retained independent legal and financial advisors to assist it in evaluating and negotiating the Acquisition. In approving the Acquisition, the special committee based its decision in part on an opinion from the independent financial advisor that the consideration to be paid by the Partnership was fair, from a financial point of view, to the Partnership.

After giving effect to the issuance of the Common Units to AMH in connection with the Acquisition, Anadarko indirectly owns: (i) through Western Gas Equity Partners, LP (“WGP”), the General Partner, which holds (x) all of the outstanding general partner units of the Partnership, representing a 2.0% general partner interest in the Partnership, and (y) all of the incentive distribution rights in the Partnership, which entitle the General Partner to specified increasing percentages of cash distributions as the Partnership’s per-unit cash distributions increase, and (ii) through AMH, WGP and Anadarko Marcellus Midstream, L.L.C., 50,053,824 common units, representing an aggregate 41.6 % limited partner interest in the Partnership, based on the number of common units outstanding as of March 3, 2014.

Item 2.03 Creation of a Direct Financial Obligation.

The information set forth under Item 2.01 above with respect to the borrowings under the revolving credit facility is incorporated herein by reference.

Item 3.02 Unregistered Sales of Equity Securities.

As part of the consideration for the Acquisition described in Item 2.01, the Partnership issued the Common Units on March 3, 2014 to AMH. In connection with the issuance of the Common Units, the Partnership issued 6,296 general partner units on March 3, 2014 to the General Partner for consideration of $382,000. The General Partner purchased the general partner units in order to maintain its 2.0% general partner interest in the Partnership pursuant to the Partnership’s First Amended and Restated Agreement of Limited Partnership, as amended (the “Partnership Agreement”). The Common Units and the general partner units were issued in reliance on an exemption from registration under Section 4(2) of the Securities Act of 1933, as amended.

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

On March 3, 2014, and in connection with the consummation of the transactions contemplated by the Contribution Agreement, the Partnership entered into Amendment No. 11 to its Partnership Agreement (the “Amendment”), to be effective March 3, 2014. The Amendment permitted the Partnership to make a special, one-time cash distribution to AMH (without a corresponding distribution to the General Partner or the limited partners of the Partnership) in an amount equal to the cash consideration.

The foregoing description is qualified in its entirety by reference to the full text of the Amendment, a copy of which is attached to this Current Report on Form 8-K as Exhibit 3.1 and is incorporated into this Item 5.03 by reference.

Item 9.01 Financial Statements and Exhibits.



(d)	Exhibits

	2.1#	Contribution Agreement, dated as of February 27, 2014, by and among WGR Asset Holding Company, LLC, APC Midstream Holdings, LLC, Western Gas Partners, LP, Western Gas Operating, LLC, WGR Operating, LP, Anadarko Petroleum Corporation (incorporated by reference to Exhibit 2.9 to the Annual Report on Form 10-K filed by Western Gas Partners, LP on February 28, 2014, File No. 001-34046).

	3.1	Amendment No. 11 to First Amended and Restated Agreement of Limited Partnership of Western Gas Partners, LP, dated March 3, 2014.

	10.1	Indemnification Agreement, dated March 3, 2014, between Western Gas Holdings, LLC and APC Midstream Holdings, LLC.

	10.2	Third Amended and Restated Indemnification Agreement, dated March 1, 2013, between Western Gas Holdings, LLC and Western Gas Resources, Inc. (incorporated by reference to Exhibit 10.2 to the Current Report on Form 8-K filed by Western Gas Partners, LP on March 5, 2013, File No. 001-34046).

	10.3	First Amendment to the Third Amended and Restated Indemnification Agreement, dated March 3, 2014, between Western Gas Holdings, LLC and Western Gas Resources, Inc.

	10.4	USH2 Indemnification Agreement, dated March 3, 2014, between Western Gas Holdings, LLC and USH2 LLC.

	#	Pursuant to Item 601(b)(2) of Regulation S-K, the registrant agrees to furnish supplementally a copy of any omitted schedule to the SEC upon request.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.



		WESTERN GAS PARTNERS, LP

		By:	Western Gas Holdings, LLC, its general partner


Dated:	March 4, 2014	By:	/s/ Philip H. Peacock
			Philip H. Peacock Vice President, General Counsel and Corporate Secretary

EXHIBIT INDEX




Exhibit Number			Exhibit Title

2.1#			Contribution Agreement, dated as of February 27, 2014, by and among WGR Asset Holding Company, LLC, APC Midstream Holdings, LLC, Western Gas Partners, LP, Western Gas Operating, LLC, WGR Operating, LP, Anadarko Petroleum Corporation (incorporated by reference to Exhibit 2.9 to the Annual Report on Form 10-K filed by Western Gas Partners, LP on February 28, 2014, File No. 001-34046).

3.1			Amendment No. 11 to First Amended and Restated Agreement of Limited Partnership of Western Gas Partners, LP, dated March 3, 2014.

10.1			Indemnification Agreement, dated March 3, 2014, between Western Gas Holdings, LLC and APC Midstream Holdings, LLC.

10.2			Third Amended and Restated Indemnification Agreement, dated March 1, 2013, between Western Gas Holdings, LLC and Western Gas Resources, Inc. (incorporated by reference to Exhibit 10.2 to the Current Report on Form 8-K filed by Western Gas Partners, LP on March 5, 2013, File No. 001-34046).

10.3			First Amendment to the Third Amended and Restated Indemnification Agreement, dated March 3, 2014, between Western Gas Holdings, LLC and Western Gas Resources, Inc.

10.4			USH2 Indemnification Agreement, dated March 3, 2014, between Western Gas Holdings, LLC and USH2 LLC.

#			Pursuant to Item 601(b)(2) of Regulation S-K, the registrant agrees to furnish supplementally a copy of any omitted schedule to the SEC upon request.

AMENDMENT NO. 11 TO FIRST AMENDED AND RESTATED

AGREEMENT OF LIMITED PARTNERSHIP OF WESTERN GAS PARTNERS, LP

This Amendment No. 11 to First Amended and Restated Agreement of Limited Partnership of Western Gas Partners, LP (this “Amendment”) is made as of the 3 ^rd day of March, 2014, 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).

R E C I T A L S

A. The General Partner is the sole general partner of Western Gas Partners, LP, a Delaware limited partnership (the “Partnership”) that is governed by the First Amended and Restated Agreement of Limited Partnership dated as of May 14, 2008 (as previously amended by Amendments No. 1, 2, 3, 4, 5, 6, 7, 8, 9 and 10 thereto, the “Partnership Agreement”). Capitalized terms used but not defined herein are used as defined in the Partnership Agreement.

B. The Partnership has entered into a Contribution Agreement dated as of February 27, 2014 (the “TEFR Contribution Agreement”) by and among Asset HoldCo, APC Midstream Holdings, LLC (“AMH”), the Partnership, Western Gas Operating, LLC, WGR Operating, LP and Anadarko Petroleum Corporation, pursuant to which the Partnership will acquire interests in certain midstream joint ventures.

C. Pursuant to the transactions contemplated by the TEFR Contribution Agreement and in consideration (in part) for such interests, the Partnership will make a special cash distribution (the “Special Distribution”) in the amount of $356,250,000 to AMH, without a corresponding distribution to the General Partner or the Limited Partners of the Partnership.

D. To effect the Special Distribution as contemplated by the TEFR Contribution Agreement, it is necessary to amend the Partnership Agreement as provided herein.

E. The General Partner has determined that this Amendment will not adversely affect the Limited Partners in any material respect.

F. Acting pursuant to the power and authority granted to it under Section 13.1(d) of the Partnership Agreement, the General Partner has determined that this Amendment does not require the approval of any Partner.

AGREEMENT

NOW, THEREFORE, the Partnership Agreement is hereby amended as follows:

1. Section 6.10 . A new Section 6.10 is hereby added to the Partnership Agreement, to follow Section 6.9 and to read in full as follows:

“ 6.10 Special Distributions . Notwithstanding anything to the contrary set forth in this Agreement:

(i) following Asset HoldCo’s contribution, assignment, transfer, and conveyance (or caused contribution, assignment, transfer and conveyance) to the Partnership of certain System Assets (as defined in the 2008 Contribution Agreement) and the Western Gas Wyoming Interest (as defined in the 2008 Contribution Agreement) owned by Asset HoldCo, as contemplated by the Contribution Agreement dated November 11, 2008 (the “2008 Contribution Agreement”), among Western Gas Resources, Inc., a Delaware corporation (“WGR”), Holdings, Asset HoldCo, the General Partner, OLP GP, Operating Partnership, and the Partnership, the Partnership shall distribute $175,000,000 in cash to Holdings (without a corresponding distribution to the General Partner or the Limited Partners) as provided for in the 2008 Contribution Agreement;

(ii) following Asset HoldCo’s contribution, assignment, transfer, and conveyance (or caused contribution, assignment, transfer and conveyance) to the Partnership of certain System Assets (as defined in the 2009 Contribution Agreement) and the Chipeta Interest (as defined in the 2009 Contribution Agreement) owned by Anadarko Uintah Midstream, LLC, a Delaware limited liability company (“AUM”), as contemplated by the Contribution Agreement dated July 10, 2009 (the “2009 Contribution Agreement”), among AUM, WGR, Asset HoldCo, Holdings, WES GP, Inc., a Delaware corporation (“WES GP”), the General Partner, the Partnership, OLP GP, the Operating Partnership and Anadarko, the Partnership shall distribute $101,450,500 in cash to Holdings (without a corresponding distribution to the General Partner or the Limited Partners) as provided for in the 2009 Contribution Agreement;

(iii) following Asset HoldCo’s contribution, assignment, transfer, and conveyance (or caused contribution, assignment, transfer and conveyance) to the Partnership of the System Assets (as defined in the Granger Contribution Agreement) owned by Mountain Gas Resources LLC, a Delaware limited liability company (“MGR”), as contemplated by the Contribution Agreement dated January 29, 2010 (the “Granger Contribution Agreement”), among MGR, WGR, Asset HoldCo, Holdings, WES GP, the General Partner, the Partnership, OLP GP, the Operating Partnership and Anadarko, the Partnership shall distribute $241,680,000 in cash to Holdings (without a corresponding distribution to the General Partner or the Limited Partners) as provided for in the Granger Contribution Agreement;

(iv) following Asset HoldCo’s contribution, assignment, transfer, and conveyance (or caused contribution, assignment, transfer and conveyance) to the Partnership of the KMGG Interest (as defined in the Wattenberg Contribution Agreement), as contemplated by the Contribution Agreement dated August 2, 2010 (the “Wattenberg Contribution Agreement”), among WGR, Asset HoldCo, Holdings, WES GP, the General Partner, the Partnership, OLP GP, the Operating Partnership and Anadarko, the Partnership shall distribute $473,100,000 in cash to Holdings (without a corresponding distribution to the General Partner or the Limited Partners) as provided for in the Wattenberg Contribution Agreement;

(v) following Asset HoldCo’s contribution, assignment, transfer, and conveyance (or caused contribution, assignment, transfer and conveyance) to the Partnership of the System Assets (as defined in the Bison Contribution Agreement), as contemplated by the Contribution Agreement dated July 1, 2011 (the “Bison Contribution Agreement”), among WGR, Asset HoldCo, Holdings, WES GP, the General Partner, the Partnership, OLP GP, the Operating Partnership and Anadarko, the Partnership shall distribute $25,000,000 in cash to Holdings (without a corresponding distribution to the General Partner or the Limited Partners) as provided for in the Bison Contribution Agreement;

(vi) following Asset HoldCo’s contribution, assignment, transfer, and conveyance (or caused contribution, assignment, transfer and conveyance) to the Partnership of the MGR Interest (as defined in the MGR Contribution Agreement), as contemplated by the Contribution Agreement dated December 15, 2011 (the “MGR Contribution Agreement”), among WGR, Asset HoldCo, Holdings, WES GP, the General Partner, the Partnership, OLP GP, the Operating Partnership and Anadarko, the Partnership shall distribute $458,586,850 in cash to Holdings (without a corresponding distribution to the General Partner or the Limited Partners) as provided for in the MGR Contribution Agreement;

(vii) following Asset HoldCo’s contribution, assignment, transfer, and conveyance (or caused contribution, assignment, transfer and conveyance) to the Partnership of the Chipeta Interest (as defined in the Chipeta 2012 Contribution Agreement), as contemplated by the Contribution Agreement dated July 19, 2012 (the “Chipeta 2012 Contribution Agreement”), among AUM, WGR, Asset HoldCo, Holdings, WES GP, the General Partner, the Partnership, OLP GP, the Operating Partnership and Anadarko, the Partnership shall distribute $128,250,000 in cash to Holdings (without a corresponding distribution to the General Partner or the Limited Partners) as provided for in the Chipeta 2012 Contribution Agreement;

(viii) following Anadarko Marcellus Midstream, L.L.C.’s (“AMM”) contribution, assignment, transfer, and conveyance (or caused contribution, assignment, transfer and conveyance) to the Partnership of the Interest (as defined in the Marcellus Contribution Agreement), as contemplated by the Contribution Agreement dated February 27, 2013 (the “Marcellus Contribution Agreement”), among AMM, the Partnership, OLP GP and the Operating Partnership, Anadarko and Anadarko E&P Onshore LLC, the Partnership shall distribute $465,500,000 in cash to AMM (without a corresponding distribution to the General Partner or the Limited Partners) as provided for in the Marcellus Contribution Agreement; and

(ix) following APC Midstream Holdings, LLC’s (“AMH”) contribution, assignment, transfer, and conveyance (or caused contribution, assignment, transfer and conveyance) to the Partnership of the Interests (as defined in the TEFR Contribution Agreement), as contemplated by the Contribution Agreement dated February 27, 2014 (the “TEFR Contribution Agreement”), among Asset HoldCo, AMH, the Partnership, OLP GP, the Operating Partnership and Anadarko, the Partnership shall distribute $356,250,000 in cash to AMH (without a corresponding distribution to the General Partner or the Limited Partners) as provided for in the TEFR Contribution Agreement.

Notwithstanding anything to the contrary set forth in this Agreement (including Section 6.1(d)(iii)(A)), neither AMH nor the General Partner shall receive an allocation of income (including gross income) or gain as a result of the distributions provided for in the preceding sentence.”

2. Ratification . Except as expressly amended hereby, the Partnership Agreement is hereby ratified and confirmed, and shall continue in full force and effect.

3. Governing Law . This Amendment shall be construed in accordance with and governed by the laws of the State of Delaware.

[Signature page follows]

IN WITNESS WHEREOF, the General Partner has executed and delivered this Amendment in accordance with Section 13.1 of the Partnership Agreement, and as of the date first above written.




			WESTERN GAS HOLDINGS, LLC, as General Partner


		By:	/s/ Donald R. Sinclair
			Donald R. Sinclair President and Chief Executive Officer

AMH INDEMNIFICATION AGREEMENT

This AMH INDEMNIFICATION AGREEMENT (this “ Agreement ”) is made and entered into as of March 3, 2014, by and between APC Midstream Holdings, LLC, a Delaware limited liability company (“ Indemnitor ”) and Western Gas Holdings, LLC, a Delaware limited liability company (“ Indemnitee ”).

W I T N E S S E T H :

WHEREAS , Western Gas Partners, LP, a Delaware limited partnership (“ Borrower ”), has entered into the Second Amended and Restated Revolving Credit Agreement (“ Restated Credit Agreement ”) dated as of February 26, 2014, by and among the Borrower, Wells Fargo Bank, National Association, individually and as Administrative Agent, DNB Bank ASA, as Syndication Agent, The Bank of Tokyo-Mitsubishi UFJ, Ltd., Citibank, N.A., and U.S. Bank National Association as Documentation Agents, and the Lenders party thereto;

WHEREAS , Revolving Loans under the Restated Credit Agreement have been or will be made in connection with Borrower’s acquisition of interests in certain midstream joint ventures (the “ Texas Express/Front Range Loan ”);

WHEREAS , Indemnitor is a limited partner of Borrower;

WHEREAS , Indemnitor, through a distribution received from Borrower, has received proceeds of borrowings made pursuant to the Texas Express/Front Range Loan;

WHEREAS , Indemnitee is the general partner of Borrower;

WHEREAS , Indemnitee may, in such capacity, incur certain liabilities in connection with the Restated Credit Agreement, including, without limitation, the obligation to pay the Principal Amount of the Texas Express/Front Range Loan;

WHEREAS , Borrower entered into the Indenture (“ Indenture ”) dated as of May 18, 2011, by and among Borrower and Wells Fargo Bank, National Association, as Trustee;

WHEREAS , under the Indenture, Borrower may establish a new series of Debt Securities (as defined in the Indenture) at any time in accordance with the provisions of the Indenture;

WHEREAS , the proceeds of Debt Securities under the Indenture may be used to refinance outstanding Revolving Loans, including the Texas Express/Front Range Loan, and for other general corporate purposes; and

WHEREAS , the Indemnitor and Indemnitee wish to enter into an agreement made to provide for the indemnification by Indemnitor of Indemnitee for future claims that might be made against Indemnitee with respect to the Texas Express/Front Range Loan or any indebtedness incurred by Borrower to refinance Indebtedness incurred pursuant to the Texas Express/Front Range Loan using Debt Securities.

NOW, THEREFORE , in consideration of the above premises and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:


Section 1	Certain Definitions. As used in this Agreement:

1.1

“ Lender Claim ” means any and all claims, damages, losses, liabilities, costs, or expenses whatsoever (including without limitation attorneys’ fees and expenses) which Indemnitee may incur (or which may be claimed against Indemnitee by any person or entity whatsoever), by reason of, or arising out of, any Proceeding against Borrower or Indemnitee in connection with the obligations of the Borrower under the Restated Credit Agreement, but solely to the extent (x) attributable to the Texas Express/Front Range Loan or any indebtedness incurred by Borrower to refinance Indebtedness incurred pursuant to the Texas Express/Front Range Loan and (y) not otherwise satisfied by the assets of the Borrower.


1.2	“ Lender Claimant ” means the Administrative Agent, the Issuing Bank, the Syndication Agent, the Documentation Agent, the Swingline Lender, the Trustee, any Lender, any Holder, any Related Party of the foregoing, or any other Person that may assert a Lender Claim.


1.3	“ Proceeding ” means any threatened, pending or completed action, suit, claim, arbitration, alternate dispute resolution mechanism, investigation, inquiry, administrative hearing or any other actual, threatened or completed proceeding, whether made by or brought in the right of a Lender Claimant or otherwise, in which Indemnitee or Borrower was, is or will be involved as a party or otherwise.


1.4	Capitalized terms used and not otherwise defined herein shall have the meanings ascribed to such terms in the Restated Credit Agreement or the Indenture.


Section 2	Indemnity.


2.1	Indemnification by Indemnitor . Subject to the limitations set forth in Section 2.2 below, Indemnitor shall indemnify and hold harmless Indemnitee from and against any Lender Claim.

2.2

Conditions Precedent . Notwithstanding anything contained in Section 2.1 to the contrary, the Indemnitor shall not have any indemnification obligation under this Agreement unless Indemnitee has exhausted all of its remedies, if any, under the Partnership Agreement and under applicable law to collect from Borrower the amount of any Lender Claim; provided , however , that Indemnitee need not exhaust any remedies against Borrower to the extent Indemnitee reasonably determines that the expense anticipated to be incurred by Indemnitee in pursuing such claim against Borrower with respect to collection of the amount of the Lender Claim would exceed the anticipated recovery from Borrower with respect to such claim.

2.3 Lender Claims .


(a)	Notice of Lender Claim . If any Lender Claimant notifies Indemnitee with respect to any Lender Claim, then Indemnitee will promptly give written notice to Indemnitor; provided, however, that no delay on the part of Indemnitee in notifying Indemnitor will relieve Indemnitor from any obligation under this Section 2.3(a) .

(b)

Assumption of Defense, etc . Indemnitor will be entitled to participate in the defense of any Lender Claim that is the subject of a notice given by Indemnitee pursuant to Section 2.3(a) . In addition, Indemnitor will have the right to assume the defense of such Lender Claim with counsel of its choice reasonably satisfactory to Indemnitee so long as (i) Indemnitor gives written notice to Indemnitee within fifteen (15) days after Indemnitee has given notice of the Lender Claim that Indemnitor will indemnify Indemnitee from and against the entirety of the Lender Claim; (ii) Indemnitor provides Indemnitee with evidence reasonably acceptable to Indemnitee that Indemnitor will have adequate financial resources to defend against the Lender Claim and fulfill its indemnification obligations hereunder; (iii) Indemnitee has not been advised by counsel that an actual or potential conflict exists between Indemnitee and Indemnitor in connection with the defense of the Lender Claim; and (iv) settlement of an adverse judgment with respect to or Indemnitor’s conduct of the defense of the Lender Claim is not, in the good faith judgment of Indemnitee, likely to be adverse to Indemnitee’s reputation or continuing business interests. Indemnitee may retain separate co-counsel at its sole cost and expense and participate in the defense of the Lender Claim.

(c)

Limitations on Indemnitor . Indemnitor will not consent to the entry of any judgment or enter into any compromise or settlement with respect to the Lender Claim without the prior written consent of Indemnitee unless such judgment, compromise or settlement (i) provides for the payment by Indemnitor of money as sole relief for the Lender Claimant and (ii) involves no finding or admission of any violation of law.

(d)

Indemnitee’s Control . If Indemnitor does not deliver to Indemnitee the notice contemplated by Section 2.3(b) within fifteen (15) days after Indemnitee has given notice of the Lender Claim pursuant to Section 2.3(a) , or otherwise at any time fails to conduct the defense of the Lender Claim actively and diligently, Indemnitee may defend the Lender Claim in a good faith and reasonable manner, and may consent to the entry of any judgment or enter into any compromise or settlement with respect to the Lender Claim in any manner it may deem appropriate (and Indemnitee need not consult with, or obtain any consent from, Indemnitor in connection therewith).

2.4

Procedure for Notification . Subject to Section 2.3 , to obtain indemnification under this Agreement, Indemnitee shall submit to Indemnitor a written request, including therein or therewith such documentation and information as is reasonably available to Indemnitee and is reasonably necessary to determine whether and to what extent Indemnitee is entitled to indemnification under this Agreement. The delay or omission to notify Indemnitor will not relieve Indemnitor from any liability which it may have to Indemnitee otherwise than under this Agreement.

2.5

Presumption . It shall be presumed that Indemnitee is entitled to indemnification under this Agreement if Indemnitee has submitted a request for indemnification in accordance with Section 2.3(a) , and Indemnitor shall, to the fullest extent not prohibited by law, have the burden of proof to overcome that presumption in connection with the making by any person, persons or entity of any determination contrary to that presumption.

Section 2

Payment and Set-Off . Indemnitor shall make any indemnification payment required under this Agreement promptly following request therefor (or, in the event that Indemnitor elects to participate in or assume the defense of a Lender Claim in accordance with this Section 2 , promptly after any settlement or entry of any final judgment with respect to such Lender Claim), subject to Indemnitor’s right to rebut the presumption set forth in Section 2.5 . Indemnitee may set off against any amounts that it must pay to Indemnitor under any agreement or instrument any amounts that Indemnitor must pay to Indemnitee under this Agreement.


Section 3	Indemnitor Covenants.

3.1

Maintenance of Minimum Net Worth . Indemnitor covenants and agrees with Indemnitee that it shall maintain at all times a net worth (determined without regard to Indemnitor’s limited partner interest in Borrower) of no less than the maximum amount of any Lender Claim for which Indemnitee could seek indemnification pursuant to Section 2.1 hereof should an event described in Section 1.1 hereof occur; provided that the amount of such potential Lender Claim shall be determined without regard to clause (y) of Section 1.1 hereof.


3.2	Net Worth Certificates . Within ninety (90) days after the close of each fiscal year, Indemnitor shall cause to be prepared and Indemnitee to be furnished with a certificate signed by a responsible officer of Indemnitor certifying that Indemnitor has at all times during such fiscal year satisfied the minimum net worth requirement set forth in Section 3.1 hereof.

Section 3

Books and Records; Audits . Indemnitor shall keep, and will cause each of its Subsidiaries (if any) to keep, complete and accurate books and records of its transactions in accordance with good accounting practices on the basis of GAAP. Indemnitee may, upon thirty (30) days’ written notice to Indemnitor (but in no event more than once each fiscal year), request that an audit of Indemnitor’s books and records be performed (at Indemnitee’s sole expense) in order to provide Indemnitee with such assurance as it deems reasonable and necessary with respect to Indemnitor’s financial condition and the net worth certifications provided by Indemnitor pursuant to Section 3.2 .


Section 4	Waiver of Right to Subrogation. In the event of any payment under this Agreement, Indemnitor expressly waives any right to subrogation with respect to any of the rights of recovery of Indemnitee or any Lender Claimant. Indemnitor also expressly waives any right to indemnification it may have under the Partnership Agreement with respect to any payment under this Agreement.


Section 5	Survival. The provisions of this Agreement shall remain in full force and effect notwithstanding termination of the Restated Credit Agreement, any of the Loan Documents, or any agreement related thereto or related to the Transactions, so long as any Lender Claim remains outstanding.

Section 6

Severability. If any term or provision of this Agreement shall be held to be illegal, invalid or unenforceable in any respect, then such term or provision shall be fully severable from this Agreement, this Agreement shall be construed and enforced as if such illegal, invalid or unenforceable term or provision had never been a part of this Agreement, and the remaining terms and provisions of this Agreement shall remain in full force and effect and shall not be affected by such illegal, invalid or unenforceable term or provision or by its severance from this Agreement.

Section 7

Entire Agreement. This Agreement constitutes the entire agreement between the parties hereto pertaining to the subject matter hereof, and any and all other written or oral agreements relating to the subject matter hereof existing between the parties hereto are expressly cancelled. For the avoidance of doubt, nothing in this Section 7 shall be deemed to invalidate any provision of the Partnership Agreement.


Section 8	Successors and Assigns. Indemnitor agrees that all the rights, benefits and privileges herein and hereby conferred upon Indemnitee shall vest in, and be enforceable by, Indemnitee and its successors and assigns, and shall bind Indemnitor’s successors and assigns.

Section 9

Notices. All notices, requests, demands and other communications under this Agreement shall be in writing and shall be deemed to have been duly given if (a) delivered by hand and receipted for by the party to whom said notice or other communication shall have been directed, (b) mailed by certified or registered mail with postage prepaid, on the third business day after the date on which it is so mailed, (c) mailed by reputable overnight courier and receipted for by the party to whom said notice or other communication shall have been directed or (d) sent by facsimile transmission, with receipt of oral confirmation that such transmission has been received:


a.	If to Indemnitee to:

Western Gas Holdings, LLC

Attn: President and Chief Executive Officer

1201 Lake Robbins Drive

The Woodlands, Texas 77380


b.	If to Indemnitor to:

APC Midstream Holdings, LLC

Attn: Executive Vice President and Chief Financial Officer

1201 Lake Robbins Drive

The Woodlands, Texas 77380

or to any other address as may have been furnished by Indemnitee or Indemnitor to the other party.


Section 10	Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed to be an original, and all of which, taken together, shall be deemed to be one and the same Agreement


Section 11	Applicable Law. This Agreement shall be governed and construed in accordance with the laws of the State of New York without regard to the conflict of laws principles thereof. The parties hereby irrevocably consent to the personal jurisdiction of the Federal and State courts located in New York, and waive any defense based upon improper venue, inconvenient venue or lack of personal jurisdiction.

[Signature Page Follows]

IN WITNESS WHEREOF, the parties hereto have executed and delivered this Agreement as of the date first written above.

APC MIDSTREAM HOLDINGS, LLC

By: /s/ Robert G. Gwin

Name: Robert G. Gwin


Title:	Executive Vice President and Chief Financial Officer

WESTERN GAS HOLDINGS, LLC

By: /s/ Donald R. Sinclair

Name: Donald R. Sinclair

Title: President and Chief Executive Officer

FIRST AMENDMENT TO

THIRD AMENDED AND RESTATED INDEMNIFICATION AGREEMENT (WGR)

THIS FIRST AMENDMENT (the “ Amendment ”) TO THIRD AMENDED AND RESTATED INDEMNIFICATION AGREEMENT (WGR) (the “ Agreement ”), entered into as of March 1, 2013, by and between Western Gas Resources, Inc., a Delaware corporation (“ Indemnitor ”) and Western Gas Holdings, LLC, a Delaware limited liability company (“ Indemnitee ”), is hereby entered into March 3, 2014. Capitalized terms used but not defined herein have the meaning given such terms in the Agreement.

WHEREAS , Indemnitor and Indemnitee entered in to the Agreement; and

WHEREAS , each of Indemnitor and Indemnitee have determined that it is in its best interests to amend the provisions of Section 1 of the Agreement to reflect events that have occurred since March 1, 2013.

NOW, THEREFORE , Indemnitor and Indemnitee do hereby amend the Agreement as follows:

Section 1. Amendments

(a) The definition of Restated Credit Agreement, for purposes of Sections 1 and 5 of the Agreement, as amended by this Amendment, shall refer to the Second Amended and Restated Revolving Credit Agreement (“ Restated Credit Agreement ”) dated as of February 26, 2014, by and among the Borrower, Wells Fargo Bank, National Association, individually and as Administrative Agent, DNB Bank ASA, as Syndication Agent, The Bank of Tokyo-Mitsubishi UFJ, Ltd., Citibank, N.A., and U.S. Bank National Association as Documentation Agents, and the Lenders party thereto.

(b) Section 1.1 is hereby amended by deleting the definition of “ AEP Indemnification Agreement ” and replacing it with the following definition:

“ AMH Indemnification Agreement ” means the AMH Indemnification Agreement dated March 3, 2014 and entered into by and between APC Midstream Holdings LLC and Indemnitee.

(c) Section 1.2 is hereby amended by deleting the definition of “ Excluded Claims ” and replacing it with the following definition:

“ Excluded Claims ” means any and all amounts for which indemnification is provided pursuant to the AMH Indemnification Agreement or the USH2 Indemnification Agreement.

(d) A new Section 1.6 is hereby added to read as follows:

“ USH2 Indemnification Agreement ” means the USH2 Indemnification Agreement dated March 3, 2014 and entered into by and between Anadarko USH2 LLC and Indemnitee.

(e) Section 1.6 is hereby redesignated as Section 1.7 and amended by adding the words “or the Indenture” at the end of such section.

(f) A new Section 3 is hereby added to read as follows:

Section 3. Indemnitor Covenants.

3.1


3.2	Net Worth Certificates . Within ninety (90) days after the close of each fiscal year, Indemnitor shall cause to be prepared and Indemnitee to be furnished with a certificate signed by a responsible officer of Indemnitor certifying that Indemnitor has at all times during such fiscal year satisfied the minimum net worth requirement set forth in Section 3.1 hereof.

3.3

Books and Records; Inspections and Audits . Indemnitor shall keep, and will cause each of its Subsidiaries (if any) to keep, complete and accurate books and records of its transactions in accordance with good accounting practices on the basis of GAAP. Indemnitee may, upon thirty (30) days’ written notice to Indemnitor (but in no event more than once each fiscal year), request that an audit of Indemnitor’s books and records be performed (at Indemnitee’s sole expense), in order to provide Indemnitee with such assurance as it deems reasonable and necessary with respect to Indemnitor’s financial condition and the net worth certifications provided by Indemnitor pursuant to Section 3.2 .

(g) Sections 3 through 10 of the Agreement are hereby redesignated as Sections 4 through 11, and the reference to “ Section 6 ” in current Section 6 of the Agreement is hereby amended to refer to “ Section 7 ”.

Section 2. Scope of Amendment . Except as hereby amended, the Agreement shall remain in full force and effect.

Section 3. Counterparts . This Amendment may be executed in counterparts, each of which shall be deemed to be an original, and all of which, taken together, shall be deemed to be one and the same Agreement.

Section 4. Applicable Law . This Agreement shall be governed and construed in accordance with the laws of the State of New York without regard to the conflict of laws principles thereof. The parties hereby irrevocably consent to the personal jurisdiction of the Federal and State courts located in New York, and waive any defense based upon improper venue, inconvenient venue or lack of personal jurisdiction.

[ Signature page follows ]

IN WITNESS WHEREOF , the parties have caused this Amendment to be duly executed as of March 3, 2014.

Western Gas Resources, Inc.,

as Indemnitor

By: /s/ Robert G. Gwin

Name: Robert G. Gwin

Title: Executive Vice President and Chief

Financial Officer

Western Gas Holdings, LLC,

as Indemnitee

By: /s/ Donald R. Sinclair

Name: Donald R. Sinclair

Title: President and Chief Executive Officer

USH2 INDEMNIFICATION AGREEMENT

This USH2 INDEMNIFICATION AGREEMENT (this “ Agreement ”) is made and entered into as of March 3, 2014, by and between Anadarko USH2 LLC, a Delaware limited liability company (“ Indemnitor ”) and Western Gas Holdings, LLC, a Delaware limited liability company (“ Indemnitee ”).

W I T N E S S E T H :

WHEREAS , Western Gas Partners, LP, a Delaware limited partnership (“ Borrower ”), has entered into the Amended and Restated Revolving Credit Agreement (“ Credit Agreement ”) dated as of March 24, 2011, by and among the Borrower, Wells Fargo Bank, National Association, individually and as Administrative Agent, DnB NOR Bank ASA, as Syndication Agent, Bank of Montreal, Comerica Bank and The Bank of Tokyo-Mitsubishi UFJ, Ltd., as Documentation Agents, and the Lenders party thereto;

WHEREAS , Revolving Loans under the Credit Agreement were made in connection with Borrower’s acquisition of certain midstream assets in (i) AMI Area A of Northern Pennsylvania (“ Area A Loan ”) and (ii) AMI Area B of Northern Pennsylvania (“ Area B Loan ”);

WHEREAS , the Credit Agreement was amended and restated pursuant to the Second Amended and Restated Revolving Credit Agreement (“ Restated Credit Agreement ”) dated as of February 28, 2014, by and among the Borrower, Wells Fargo Bank, National Association, individually and as Administrative Agent, DNB Bank ASA, as Syndication Agent, The Bank of Tokyo-Mitsubishi UFJ, Ltd., Citibank, N.A., and U.S. Bank National Association as Documentation Agents, and the Lenders party thereto;

WHEREAS , Indemnitor owns 100% of the limited liability company interests of Anadarko Marcellus Midstream, L.L.C. (“ AMM ”), which is a disregarded entity for federal income tax purposes;

WHEREAS , Indemnitor acquired 100% of the limited liability company interests of AMM from Anadarko E&P Onshore LLC, a Delaware limited liability company (“ AEP ”), on April 1, 2013;

WHEREAS , AMM is a limited partner of Borrower;

WHEREAS , AEP, through a distribution received from AMM, received proceeds of borrowings made pursuant to the Area A Loan;

WHEREAS , Indemnitee is the general partner of Borrower;

WHEREAS , Borrower entered into the Indenture (“ Indenture ”) dated as of May 18, 2011, by and among Borrower and Wells Fargo Bank, National Association, as Trustee;

WHEREAS , under the Indenture, Borrower may establish a new series of Debt Securities (as defined in the Indenture) at any time in accordance with the provisions of the Indenture;

WHEREAS , the proceeds of Debt Securities under the Indenture may be used to refinance outstanding Revolving Loans, including the Area A Loan and the Area B Loan, and for other general corporate purposes;

WHEREAS , AEP and Indemnitee entered into the AEP Indemnification Agreement as of March 1, 2013 (the “ AEP Indemnification Agreement ”) pursuant to which AEP indemnified Indemnitee for future claims that might be made against Indemnitee with respect to the Area A Loan and the Area B Loan or any indebtedness incurred by Borrower to refinance indebtedness incurred pursuant to the Area A Loan and the Area B Loan using Debt Securities;

WHEREAS , AEP and Indemnitor entered into an Assignment effective as of 6:20 a.m. Eastern Daylight Time, on April 1, 2013 (the “ Assignment ”) pursuant to which AEP assigned, transferred, and conveyed to Indemnitor all of AEP’s rights, duties and obligations under the AEP Indemnification Agreement (the “ Assigned Rights and Obligations ”), and Indemnitor assumed all of the Assigned Rights and Obligations; and

WHEREAS , the Indemnitor and Indemnitee wish to enter into an agreement to further memorialize and evidence Indemnitor’s assumption of the Assigned Rights and Obligations pursuant to the Assignment and provide for the indemnification by Indemnitor of Indemnitee for future claims that might be made against Indemnitee with respect to the Area A Loan and the Area B Loan or any indebtedness incurred by Borrower to refinance Indebtedness incurred pursuant to the Area A Loan and the Area B Loan using Debt Securities.


Section 1	Certain Definitions. As used in this Agreement:

1.1

“ Lender Claim ” means any and all claims, damages, losses, liabilities, costs, or expenses whatsoever (including without limitation attorneys’ fees and expenses) which Indemnitee may incur (or which may be claimed against Indemnitee by any person or entity whatsoever), by reason of, or arising out of, any Proceeding against Borrower or Indemnitee in connection with (a) the obligations of the Borrower under the Restated Credit Agreement, but solely to the extent attributable to the Area A Loan and the Area B Loan or any indebtedness incurred by Borrower to refinance Indebtedness incurred pursuant to the Area A Loan and the Area B Loan and (b) obligations of Borrower for Debt Securities issued to refinance the obligations enumerated in clause (a) of this definition, in either case only to the extent not otherwise satisfied by the assets of the Borrower.


1.2	“ Lender Claimant ” means the Administrative Agent, the Issuing Bank, the Syndication Agent, the Documentation Agent, the Swingline Lender, the Trustee, any Lender, any Holder, any Related Party of the foregoing, or any other Person that may assert a Lender Claim.


1.3	“ Proceeding ” means any threatened, pending or completed action, suit, claim, arbitration, alternate dispute resolution mechanism, investigation, inquiry, administrative hearing or any other actual, threatened or completed proceeding, whether made by or brought in the right of a Lender Claimant or otherwise, in which Indemnitee or Borrower was, is or will be involved as a party or otherwise.


1.4	Capitalized terms used and not otherwise defined herein shall have the meanings ascribed to such terms in the Restated Credit Agreement or the Indenture.


Section 2	Indemnity.

2.1

Indemnification by Indemnitor . Subject to the limitations set forth in Section 2.2 below, Indemnitor shall indemnify and hold harmless Indemnitee from and against any Lender Claim. The indemnification obligation of Indemnitor pursuant to this Section 2.1 constitutes a continuation of the Assigned Rights and Obligations assumed by Indemnitor pursuant to the Assignment and Indemnitor’s agreement therein to be bound by the same terms and conditions in the AEP Indemnification Agreement that applied to AEP with respect to the Assigned Rights and Obligations.

2.2

2.3 Lender Claims .


(a)	Notice of Lender Claim . If any Lender Claimant notifies Indemnitee with respect to any Lender Claim, then Indemnitee will promptly give written notice to Indemnitor; provided, however, that no delay on the part of Indemnitee in notifying Indemnitor will relieve Indemnitor from any obligation under this Section 2.3(a) .

(b)

Assumption of Defense, etc . Indemnitor will be entitled to participate in the defense of any Lender Claim that is the subject of a notice given by Indemnitee pursuant to Section 2.3(a) . In addition, Indemnitor will have the right to assume the defense of such Lender Claim with counsel of its choice reasonably satisfactory to Indemnitee so long as (i) Indemnitor gives written notice to Indemnitee within fifteen (15) days after Indemnitee has given notice of the Lender Claim that Indemnitor will indemnify Indemnitee from and against the entirety of the Lender Claim; (ii) Indemnitor provides Indemnitee with evidence reasonably acceptable to Indemnitee that Indemnitor will have adequate financial resources to defend against the Lender Claim and fulfill its indemnification obligations hereunder; (iii) Indemnitee has not been advised by counsel that an actual or potential conflict exists between Indemnitee and Indemnitor in connection with the defense of the Lender Claim; and (iv) settlement of an adverse judgment with respect to, or Indemnitor’s conduct of the defense of, the Lender Claim is not, in the good faith judgment of Indemnitee, likely to be adverse to Indemnitee’s reputation or continuing business interests. Indemnitee may retain separate co-counsel at its sole cost and expense and participate in the defense of the Lender Claim.

(c)

(d)

2.4

2.5

2.6


Section 3	Indemnitor Covenants.

3.1


3.2	Net Worth Certificates . Within ninety (90) days after the close of each fiscal year, Indemnitor shall cause to be prepared and Indemnitee to be furnished with a certificate signed by a responsible officer of Indemnitor certifying that Indemnitor has at all times during such fiscal year satisfied the minimum net worth requirement set forth in Section 3.1 hereof.

3.3

Books and Records; Audits . Indemnitor shall keep, and will cause each of its Subsidiaries (if any) to keep, complete and accurate books and records of its transactions in accordance with good accounting practices on the basis of GAAP. Indemnitee may, upon thirty (30) days’ written notice to Indemnitor (but in no event more than once each fiscal year), request that an audit of Indemnitor’s books and records be performed (at Indemnitee’s sole expense), in order to provide Indemnitee with such assurance as it deems reasonable and necessary with respect to Indemnitor’s financial condition and the net worth certifications provided by Indemnitor pursuant to Section 3.2 .


Section 4	Waiver of Right to Subrogation. In the event of any payment under this Agreement, Indemnitor expressly waives any right to subrogation with respect to any of the rights of recovery of Indemnitee or any Lender Claimant. Indemnitor also expressly waives any right to indemnification it may have under the Partnership Agreement with respect to any payment under this Agreement.


Section 5	Survival. The provisions of this Agreement shall remain in full force and effect notwithstanding termination of the Restated Credit Agreement, any of the Loan Documents, or any agreement related thereto or related to the Transactions, so long as any Lender Claim remains outstanding.

Section 6

Section 7


Section 8	Successors and Assigns. Indemnitor agrees that all the rights, benefits and privileges herein and hereby conferred upon Indemnitee shall vest in, and be enforceable by, Indemnitee and its successors and assigns, and shall bind Indemnitor’s successors and assigns.

Section 9


a.	If to Indemnitee to:

Western Gas Holdings, LLC

Attn: President

1201 Lake Robbins Drive

The Woodlands, Texas 77380


b.	If to Indemnitor to:

Anadarko USH2 LLC

Attn: President

1201 Lake Robbins Drive

The Woodlands, Texas 77380

or to any other address as may have been furnished by Indemnitee or Indemnitor to the other party.


Section 10	Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed to be an original, and all of which, taken together, shall be deemed to be one and the same Agreement


Section 11	Applicable Law. This Agreement shall be governed and construed in accordance with the laws of the State of New York without regard to the conflict of laws principles thereof. The parties hereby irrevocably consent to the personal jurisdiction of the Federal and State courts located in New York, and waive any defense based upon improper venue, inconvenient venue or lack of personal jurisdiction.

[Signature Page Follows]

IN WITNESS WHEREOF, the parties hereto have executed and delivered this Agreement as of the date first written above.

ANADARKO USH2 LLC ,

as indemnitor

By: /s/ Robert G. Gwin

Name: Robert G. Gwin

Title: President

WESTERN GAS HOLDINGS, LLC ,

as indemnitee

By: /s/ Donald R. Sinclair

Name: Donald R. Sinclair

Title: President and Chief Executive Officer