Western Midstream Operating, LP (Form: 8-K, Received: 01/13/2020 17:17:27)

EXHIBIT 1.1

Execution Version

WESTERN MIDSTREAM OPERATING, LP

(formerly known as Western Gas Partners, LP)

$300,000,000 Floating Rate Senior Notes due 2023

$1,000,000,000 3.100% Senior Notes due 2025

$1,200,000,000 4.050% Senior Notes due 2030

$1,000,000,000 5.250% Senior Notes due 2050

UNDERWRITING AGREEMENT

January 9, 2020

Barclays Capital Inc.

Citigroup Global Markets Inc.

Deutsche Bank Securities Inc.

PNC Capital Markets LLC
as Representatives of the several Underwriters,

c/o Barclays Capital Inc.

745 Seventh Avenue

New York, New York 10019

c/o Citigroup Global Markets Inc.

388 Greenwich Street

New York, New York 10013

c/o Deutsche Bank Securities Inc.

60 Wall Street

New York, New York 10005

c/o PNC Capital Markets LLC

The Tower at PNC Plaza

300 Fifth Ave, Floor 10

Pittsburgh, Pennsylvania 15222

Ladies and Gentlemen:

Western Midstream Operating, LP (formerly known as 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 Barclays Capital Inc., Citigroup Global Markets Inc., Deutsche Bank Securities Inc. and PNC Capital Markets LLC are acting as representatives (in such capacity, the “Representatives”), $300,000,000 aggregate principal amount of its Floating Rate Senior Notes due 2023 (the “2023 Notes”), $1,000,000,000 aggregate principal amount of its 3.100% Senior Notes due 2025 (the “2025 Notes”), $1,200,000,000 aggregate principal amount of its 4.050% Senior Notes due 2030 (the “2030

Notes”), and $1,000,000,000 aggregate principal amount of its 5.250% Senior Notes due 2050 (the “2050 Notes” and, together with the 2023 Notes, the 2025 Notes and the 2030 Notes, the “Notes”). The Notes will be issued under the Eleventh Supplemental Indenture (the “Supplemental Indenture”), to be dated the Closing Date (as defined below), 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”).

This Agreement is to confirm the agreement among the Partnership and Western Midstream Operating GP, LLC (formerly known as Western Gas Holdings, LLC), a Delaware limited liability company and general partner of the Partnership (the “General Partner” and, together with the Partnership, the “Western Operating Parties”), Western Midstream Partners, LP (formerly known as Western Gas Equity Partners, LP), a Delaware limited partnership (“WES”), Western Midstream Holdings, LLC, a Delaware limited liability company and general partner of WES (“WES GP” and, together with WES, the “WES Parties” and, collectively with the Western Operating Parties, the “Western Parties”), 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 Operating Parties and the direct and indirect subsidiaries of the Partnership listed on Schedule B hereto (the “Operating Subsidiaries”) are collectively referred to herein as the “Partnership Entities.”

The Western Parties and the Underwriters agree as follows:

1.Sale and Purchase. Upon the basis of the representations and warranties and subject to the terms and conditions set forth herein, the Partnership agrees to issue and sell to the respective Underwriters, the General Partner agrees to cause the Partnership to issue and sell to the respective Underwriters and each of the Underwriters, severally and not jointly, agrees to purchase from the Partnership, the principal amount of Notes set forth opposite the name of such Underwriter in Schedule A attached hereto, subject to adjustment in accordance with Section 8 hereof, at a purchase price equal to 99.550% of the principal amount of the 2023 Notes, 99.362% of the principal amount of the 2025 Notes, 99.250% of the principal amount of the 2030 Notes and 98.567% of the principal amount of the 2050 Notes, in each case plus accrued and unpaid interest, if any, from January 9, 2020 to the Closing Date.

2. Payment and Delivery. Payment of the purchase price for the Notes shall be made to the Partnership by Federal Funds wire transfer against electronic delivery of the Notes in book-entry form to the Representatives through the facilities of The Depository Trust Company (“DTC”) for the respective accounts of the Underwriters. Such payment and delivery shall be made at 9:00 A.M., Houston, Texas time, on January 13, 2020 (the “Closing Date”) (unless another time shall be agreed to by the Representatives and the Partnership or unless postponed in accordance with the provisions of Section 8 hereof). The time at which such payment and delivery are to be made is sometimes referred to herein as the “time of purchase.” Delivery of the Notes shall be made in book-entry form through the Full Fast Program of the facilities of DTC unless the Underwriters shall otherwise instruct. Time shall be of the essence, and delivery at substantially the time and place specified pursuant to this Agreement is a further condition of the obligation of the

Underwriters. Delivery of the documents described in Section 6 hereof with respect to the purchase of the Notes shall be made at the offices of Latham & Watkins LLP, 811 Main, Suite 3700, Houston, Texas 77002, at 9:00 A.M., Houston, Texas time, on the Closing Date.

3. Representations and Warranties of the Western Parties. Each of the Western Parties, jointly and severally, represents, warrants to and agrees with each of the Underwriters that:

(a) A registration statement on Form S-3 (File No. 333-231590-01) relating to the Notes (i) has been prepared by the Partnership in conformity with the requirements of the Securities Act of 1933, as amended (the “Securities Act”), and the rules and regulations (the “Rules and Regulations”) of the Securities and Exchange Commission (the “Commission”) thereunder; (ii) has been filed with the Commission under the Securities Act; and (iii) is effective under the Securities Act. Copies of such registration statement and any amendment thereto have been delivered by the Partnership to the Representatives. As used in this Agreement:

(i) “Applicable Time” means 6:40 P.M. (New York City time) on the date of this Agreement;

(ii) “Effective Date” means any date as of which any part of such registration statement relating to the Notes became, or is deemed to have become, effective under the Securities Act in accordance with the Rules and Regulations;

(iii) “Issuer Free Writing Prospectus” means each “free writing prospectus” (as defined in Rule 405 of the Rules and Regulations) prepared by or on behalf of the Partnership or used or referred to by the Partnership in connection with the offering of the Notes;

(iv) “Preliminary Prospectus” means any preliminary prospectus relating to the Notes included in such registration statement or filed with the Commission pursuant to Rule 424(b) of the Rules and Regulations, including any preliminary prospectus supplement thereto relating to the Notes;

(v) “Pricing Disclosure Package” means, as of the Applicable Time, the most recent Preliminary Prospectus, together with the information included on Schedule C-1 hereto and any free writing prospectus that the parties hereto shall hereafter expressly agree in writing to treat as part of the Pricing Disclosure Package, taken together;

(vi) “Prospectus” means the final prospectus relating to the Notes, including any prospectus supplement thereto relating to the Notes, as filed with the Commission pursuant to Rule 424(b) of the Rules and Regulations; and

(vii) “Registration Statement” means, collectively, the various parts of the registration statement referred to in this Section 3(a), each as amended as of the

Effective Date for such part, including any Preliminary Prospectus or the Prospectus and all exhibits to such registration statement.

Any reference to any Preliminary Prospectus or the Prospectus shall be deemed to refer to and include any documents incorporated by reference therein pursuant to Form S-3 under the Securities Act as of the date of such Preliminary Prospectus or the Prospectus, as the case may be. Any reference to the “most recent Preliminary Prospectus” shall be deemed to refer to the latest Preliminary Prospectus included in the Registration Statement or filed pursuant to Rule 424(b) prior to or on the date hereof (including, for purposes hereof, any documents incorporated by reference therein prior to the date hereof). Any reference to any amendment or supplement to any Preliminary Prospectus or the Prospectus shall be deemed to refer to and include any document filed under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), after the date of such Preliminary Prospectus or the Prospectus, as the case may be, and incorporated by reference in such Preliminary Prospectus or the Prospectus, as the case may be; and any reference to any amendment to the Registration Statement shall be deemed to include any annual report of the Partnership on Form 10-K filed with the Commission pursuant to Section 13(a) or 15(d) of the Exchange Act after the Effective Date that is incorporated by reference in the Registration Statement. The Commission has not issued any order preventing or suspending the use of any Preliminary Prospectus or the Prospectus or suspending the effectiveness of the Registration Statement, and no proceeding or examination for such purpose has been instituted or threatened by the Commission.

(b) Status as “Well-Known Seasoned Issuer.” The Partnership was (i) at the time of filing the Registration Statement, (ii) at the time of the most recent amendment thereto for the purposes of complying with Section 10(a)(3) of the Securities Act (whether such amendment was by post-effective amendment, incorporated report filed pursuant to Section 13 or 15(d) of the Exchange Act or form of prospectus) and (iii) at the time the Partnership or any person acting on its behalf (within the meaning, for this clause only, of Rule 163(c) of the Rules and Regulations) made any offer relating to the Notes in reliance on the exemption of Rule 163 of the Rules and Regulations, a “well-known seasoned issuer” (as defined in Rule 405 of the Rules and Regulations). The Registration Statement is an “automatic shelf registration statement” (as defined in Rule 405 of the Rules and Regulations) and was filed not earlier than the date that is three years prior to the Closing Date.

(c) Partnership Not an Ineligible Issuer. For purposes of firm commitment underwritten offerings contemplated under the Registration Statement, the Partnership was not at the time of the initial filing of the Registration Statement and at the earliest time thereafter that the Partnership or another offering participant made a bona fide offer (within the meaning of Rule 164(h)(2) of the Rules and Regulations) of the Notes, is not on the date hereof and will not be at the time of purchase, an “ineligible issuer” (as defined in Rule 405 of the Rules and Regulations). The Partnership has been since the time of the initial filing of the Registration Statement and continues to be eligible to use Form S-3 for the offering of the Notes.

(d) Form of Documents. The Registration Statement conformed and will conform in all material respects on each Effective Date and at the time of purchase, and any amendment to the Registration Statement filed after the date hereof will conform in all material respects when filed, to the requirements of the Securities Act and the Rules and Regulations. The most recent Preliminary Prospectus conformed, and the Prospectus will conform, in all material respects when filed with the Commission pursuant to Rule 424(b) and at the time of purchase to the requirements of the Securities Act and the Rules and Regulations. The documents incorporated by reference in any Preliminary Prospectus or the Prospectus conformed, and any further documents so incorporated will conform, when filed with the Commission, in all material respects to the requirements of the Exchange Act or the Securities Act, as applicable, and the rules and regulations of the Commission thereunder.

(e) Registration Statement. The Registration Statement did not, as of each Effective Date, contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading; provided that no representation or warranty is made as to information contained in or omitted from the Registration Statement in reliance upon and in conformity with written information furnished to the Partnership through the Representatives by or on behalf of any Underwriter specifically for inclusion therein, which information is specified in Section 10 (the “Underwriter Information”).

(f) Prospectus. The Prospectus will not, as of its date and at the time of purchase, include an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided that no representation or warranty is made as to information included in or omitted from the Prospectus in reliance upon and in conformity with the Underwriter Information.

(g) Documents Incorporated by Reference. The documents incorporated by reference in the Registration Statement, any Preliminary Prospectus or the Prospectus did not, and any further documents filed and incorporated by reference therein will not, when filed with the Commission, include an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading.

(h) Pricing Disclosure Package. The Pricing Disclosure Package did not, as of the Applicable Time, include an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided that no representation or warranty is made as to information included in or omitted from the Pricing Disclosure Package in reliance upon and in conformity with the Underwriter Information.

(i) Issuer Free Writing Prospectus and Pricing Disclosure Package. Each Issuer Free Writing Prospectus (including, without limitation, any road show that is a free writing prospectus under Rule 433), when considered together with the Pricing Disclosure

Package as of the Applicable Time, did not include an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading.

(j) Each Issuer Free Writing Prospectus. Each Issuer Free Writing Prospectus conformed or will conform in all material respects to the requirements of the Securities Act and the Rules and Regulations on the date of first use, and the Partnership has complied with any filing requirements applicable to such Issuer Free Writing Prospectus pursuant to the Rules and Regulations. The Partnership has not made any offer relating to the Notes that would constitute an Issuer Free Writing Prospectus without the prior written consent of the Representatives, except as set forth on Schedule C-2 hereto (each a “Permitted Free Writing Prospectus”). The Partnership has retained in accordance with the Rules and Regulations all Issuer Free Writing Prospectuses that were not required to be filed pursuant to the Rules and Regulations (it being understood that, as of the date hereof, the Partnership has not retained any Issuer Free Writing Prospectus for the three-year period required thereby). Each Issuer Free Writing Prospectus does not and will not include any information that conflicts with the information contained in the Registration Statement or the Pricing Disclosure Package, including any document incorporated therein by reference and any prospectus supplement deemed to be a part thereof that has not been superseded or modified.

(k) Formation of the Western Parties. Each of the Western Parties has been duly formed and is validly existing as a limited partnership or limited liability company, as the case may be, and is in good standing under the laws of the State of Delaware, the State of Texas, the State of Wyoming or the State of Colorado, as the case may be, with full limited partnership or limited liability company power and authority to own, lease and operate its properties and conduct its business as described in the Registration Statement, the Pricing Disclosure Package and the Prospectus and (i) in the case of the Western Operating Parties, to execute and deliver this Agreement and consummate the transactions contemplated hereby, (ii) in the case of the Partnership, to issue, sell and deliver the Notes, and (iii) in the case of the General Partner, to act as the general partner of the Partnership.

(l) Foreign Qualification and Registration. Each of the Partnership Entities is duly qualified to do business as a foreign limited partnership or limited liability company, as the case may be, and is in good standing in each jurisdiction where the ownership or lease of its properties or the conduct of its business requires such qualification (as set forth in Schedule B hereto), except for any failures to be so qualified and in good standing that would not, individually or in the aggregate, (i) have a material adverse effect on the business, assets, condition (financial or otherwise), results of operations or prospects of the Partnership Entities taken as a whole (a “Material Adverse Effect”) or (ii) subject the limited partners of the Partnership to any material liability or disability.

(m) Ownership of the General Partner. WES is the sole member of the General Partner, with a 100% membership interest in the General Partner; such membership

interest has been duly authorized and validly issued in accordance with the limited liability company agreement of the General Partner, as in effect as of the date hereof and at the time of purchase (the “General Partner LLC Agreement”), and is fully paid (to the extent required by the General Partner LLC Agreement) and nonassessable (except as such nonassessability may be affected by Sections 18-607 and 18-804 of the Delaware Limited Liability Company Act (the “Delaware LLC Act”)) other than as disclosed in WES’s reports filed with the Commission pursuant to Section 13(a) or 15(d) of the Exchange Act; and WES owns such membership interest free and clear of all liens, encumbrances, security interests, charges or claims (“Liens”).

(n) Ownership of General Partner Interest in the Partnership. The General Partner is the sole general partner of the Partnership with a noneconomic general partner interest in the Partnership; such general partner interest has been duly authorized and validly issued in accordance with the agreement of limited partnership of the Partnership, as in effect as of the date hereof and at the time of purchase (the “Partnership Agreement”), and the General Partner owns such general partner interest free and clear of all Liens, except for restrictions on transferability contained in the Partnership Agreement or as otherwise described in the Registration Statement (excluding the exhibits thereto), the Pricing Disclosure Package and the Prospectus.

(o) Ownership of General Partner Interest in WES. WES GP is the sole general partner of WES with a 2% economic general partner interest in WES; such general partner interest has been duly authorized and validly issued in accordance with the agreement of limited partnership of WES, as in effect as of the date hereof and at the time of purchase (the “WES Partnership Agreement”), and WES GP owns such general partner interest free and clear of all Liens, except for restrictions on transferability contained in the WES Partnership Agreement or as otherwise described in the Registration Statement (excluding the exhibits thereto), the Pricing Disclosure Package and the Prospectus.

(p) Ownership of WES GP. Western Gas Resources, Inc., a Delaware corporation (“WGR”), is the sole member of WES GP, with a 100% membership interest in WES GP; such membership interest has been duly authorized and validly issued in accordance with the limited liability company agreement of WES GP, as in effect as of the date hereof and at the time of purchase (the “WES GP LLC Agreement”), and is fully paid (to the extent required by the WES GP LLC Agreement) and nonassessable (except as such nonassessability may be affected by Sections 18-607 and 18-804 of the Delaware LLC Act); and WGR owns such membership interest free and clear of all Liens, except for restrictions on transferability contained in the WES GP LLC Agreement or as otherwise described in the Registration Statement (excluding the exhibits thereto), the Pricing Disclosure Package and the Prospectus.

(q) Capitalization. As of the date hereof, there are 318,675,578 common units representing limited partner interests in the Partnership (the “Common Units”) outstanding. The General Partner owns 105,624,704 Common Units. WES owns 206,675,590 Common Units and WGR Asset Holding Company, LLC, a Delaware

limited liability company (“WGRAH”), owns 6,375,284 Common Units. All of the Common Units and the limited partner interests represented thereby have been duly authorized and validly issued in accordance with the Partnership Agreement and are fully paid (to the extent required by the Partnership Agreement) and nonassessable (except as such nonassessability may be affected by (i) matters described in the Registration Statement, the Pricing Disclosure Package and the Prospectus and (ii) Sections 17-303, 17-607 and 17-804 of the Delaware Revised Uniform Limited Partnership Act (the “Delaware LP Act”)); and all of the Common Units owned by the General Partner, WES and WGRAH are owned free and clear of all Liens, except with respect to the restrictions on transferability contained in the Partnership Agreement or as otherwise described in the Registration Statement (excluding the exhibits thereto), the Pricing Disclosure Package and the Prospectus.

(r) Ownership of Wholly Owned Operating Subsidiaries. The Partnership directly or indirectly owns all of the issued and outstanding partnership interests or membership interests, as applicable, in the Operating Subsidiaries other than Chipeta Processing LLC, a Delaware limited liability company (“Chipeta”), in each case free and clear of all Liens. The issued and outstanding partnership interests or membership interests, as applicable, of each Operating Subsidiary other than Chipeta have been duly authorized and validly issued in accordance with such Operating Subsidiary’s partnership agreement or limited liability company agreement, as applicable, each as in effect as of the date hereof and at the time of purchase (collectively, the “Constituent Agreements”), and are fully paid (to the extent required by the Constituent Agreements) and nonassessable (except as such nonassessability may be affected by Sections 17-303, 17-607 and 17-804 of the Delaware LP Act, Sections 18-607 and 18-804 of the Delaware LLC Act, Article 101.206 of the Texas Business Organizations Code, Sections 17-29-405 and 17-29-406 of the Wyoming Limited Liability Company Act and Section 7-80-606 of the Colorado Limited Liability Company Act, as applicable).

(s) Ownership of Chipeta. WGR Operating, LP, a Delaware limited partnership (the “Operating Partnership”), owns a 75.0% membership interest in Chipeta; such membership interest has been duly authorized and validly issued in accordance with the limited liability company agreement of Chipeta, as in effect as of the date hereof and at the time of purchase (the “Chipeta LLC Agreement”), and is fully paid (to the extent required by the Chipeta LLC Agreement) and nonassessable (except as such nonassessability may be affected by Sections 18-607 and 18-804 of the Delaware LLC Act); and the Operating Partnership owns such membership interest free and clear of all Liens.

(t) Ownership of Fort Union. Western Gas Wyoming, L.L.C., a Wyoming limited liability company (“WGW”), owns a 14.81% membership interest in Fort Union Gas Gathering, L.L.C., a Delaware limited liability company (“Fort Union”); such membership interest has been duly authorized and validly issued in accordance with the limited liability company agreement of Fort Union, as in effect as of the date hereof and at the time of purchase (the “Fort Union LLC Agreement”), and is fully paid (to the

extent required by the Fort Union LLC Agreement) and nonassessable (except as such nonassessability may be affected by Sections 18-607 and 18-804 of the Delaware LLC Act); and WGW owns such membership interest free and clear of all Liens.

(u) Ownership of White Cliffs. Anadarko Wattenberg Company, LLC, a Delaware limited liability company (“AWC”), owns a 10.0% membership interest in White Cliffs Pipeline, L.L.C., a Delaware limited liability company (“White Cliffs”); such membership interest has been duly authorized and validly issued in accordance with the limited liability company agreement of White Cliffs, as in effect as of the date hereof and at the time of purchase (the “White Cliffs LLC Agreement”), and is fully paid (to the extent required by the White Cliffs LLC Agreement) and nonassessable (except as such nonassessability may be affected by Sections 18-607 and 18-804 of the Delaware LLC Act); and AWC owns such membership interest free and clear of all Liens.

(v) Ownership of Rendezvous. Mountain Gas Resources LLC, a Delaware limited liability company (“Mountain Gas”), owns a 22.0% membership interest in Rendezvous Gas Services, L.L.C., a Wyoming limited liability company (“Rendezvous”); such membership interest has been duly authorized and validly issued in accordance with the limited liability company agreement of Rendezvous, as in effect as of the date hereof and at the time of purchase (the “Rendezvous LLC Agreement”), and is fully paid (to the extent required by the Rendezvous LLC Agreement) and nonassessable (except as such nonassessability may be affected by Sections 17-29-405 and 17-29-406 of the Wyoming Limited Liability Company Act); and Mountain Gas owns such membership interest free and clear of all Liens.

(w) Ownership of Enterprise. The Operating Partnership owns a 25.0% membership interest in Enterprise EF78 LLC, a Delaware limited liability company (“Enterprise”); such membership interest has been duly authorized and validly issued in accordance with the limited liability company agreement of Enterprise, as in effect as of the date hereof and at the time of purchase (the “Enterprise LLC Agreement”), and is fully paid (to the extent required by the Enterprise LLC Agreement) and nonassessable (except as such nonassessability may be affected by Sections 18-607 and 18-804 of the Delaware LLC Act); and the Operating Partnership owns such membership interest free and clear of all Liens.

(x) Ownership of Front Range. The Operating Partnership owns a 33.33% membership interest in Front Range Pipeline LLC, a Delaware limited liability company (“Front Range”); such membership interest has been duly authorized and validly issued in accordance with the limited liability company agreement of Front Range, as in effect as of the date hereof and at the time of purchase (the “Front Range LLC Agreement”), and is fully paid (to the extent required by the Front Range LLC Agreement) and nonassessable (except as such nonassessability may be affected by Sections 18-607 and 18-804 of the Delaware LLC Act); and the Operating Partnership owns such membership interest free and clear of all Liens.

(y) Ownership of Express Gathering. The Operating Partnership owns a 20.0% membership interest in Texas Express Gathering LLC, a Delaware limited liability company (“Express Gathering”); such membership interest has been duly authorized and validly issued in accordance with the limited liability company agreement of Express Gathering, as in effect as of the date hereof and at the time of purchase (the “Express Gathering LLC Agreement”), and is fully paid (to the extent required by the Express Gathering LLC Agreement) and nonassessable (except as such nonassessability may be affected by Sections 18-607 and 18-804 of the Delaware LLC Act); and the Operating Partnership owns such membership interest free and clear of all Liens.

(z) Ownership of Express Pipeline. The Operating Partnership owns a 20.0% membership interest in Texas Express Pipeline LLC, a Delaware limited liability company (“Express Pipeline”); such membership interest has been duly authorized and validly issued in accordance with the limited liability company agreement of Express Pipeline, as in effect as of the date hereof and at the time of purchase (the “Express Pipeline LLC Agreement”), and is fully paid (to the extent required by the Express Pipeline LLC Agreement) and nonassessable (except as such nonassessability may be affected by Sections 18-607 and 18-804 of the Delaware LLC Act); and the Operating Partnership owns such membership interest free and clear of all Liens.

(aa) Ownership of Whitethorn. The Operating Partnership owns a 20.0% membership interest in Whitethorn Pipeline Company LLC, a Texas limited liability company (“Whitethorn”); such membership interest has been duly authorized and validly issued in accordance with the limited liability company agreement of Whitethorn, as in effect as of the date hereof and at the time of purchase (the “Whitethorn LLC Agreement”), and is fully paid (to the extent required by the Whitethorn LLC Agreement) and nonassessable (except as such nonassessability may be affected by Article 101.206 of the Texas Business Organizations Code); and the Operating Partnership owns such membership interest free and clear of all Liens.

(bb) Ownership of Cactus II. The Operating Partnership owns a 15.0% membership interest in Cactus II Pipeline LLC, a Delaware limited liability company (“Cactus II”); such membership interest has been duly authorized and validly issued in accordance with the limited liability company agreement of Cactus II, as in effect as of the date hereof and at the time of purchase (the “Cactus II LLC Agreement”), and is fully paid (to the extent required by the Cactus II LLC Agreement) and nonassessable (except as such nonassessability may be affected by Sections 18-607 and 18-804 of the Delaware LLC Act); and the Operating Partnership owns such membership interest free and clear of all Liens.

(cc) Ownership of Saddlehorn. The Operating Partnership owns a 20% membership interest in Saddlehorn Pipeline Company, LLC, a Delaware limited liability company (“Saddlehorn”); such membership interest has been duly authorized and validly issued in accordance with the limited liability company agreement of Saddlehorn, as in effect as of the date hereof and at the time of purchase (the “Saddlehorn LLC Agreement”), and is

fully paid (to the extent required by the Saddlehorn LLC Agreement) and nonassessable (except as such nonassessability may be affected by Sections 18-607 and 18-804 of the Delaware LLC Act); and the Operating Partnership owns such membership interest free and clear of all Liens.

(dd) Ownership of Panola. The Operating Partnership owns a 15% membership interest in Panola Pipeline Company, LLC, a Texas limited liability company (“Panola”); such membership interest has been duly authorized and validly issued in accordance with the limited liability company agreement of Panola, as in effect as of the date hereof and at the time of purchase (the “Panola LLC Agreement”), and is fully paid (to the extent required by the Panola LLC Agreement) and nonassessable (except as such nonassessability may be affected by Article 101.206 of the Texas Business Organizations Code); and the Operating Partnership owns such membership interest free and clear of all Liens.

(ee) Ownership of Mi Vida. Anadarko Mi Vida LLC, a Delaware limited liability company (“Anadarko Mi Vida”), owns a 50% membership interest in Mi Vida JV LLC, a Delaware limited liability company (“Mi Vida”); such membership interest has been duly authorized and validly issued in accordance with the limited liability company agreement of Mi Vida, as in effect as of the date hereof and at the time of purchase (the “Mi Vida LLC Agreement”), and is fully paid (to the extent required by the Mi Vida LLC Agreement) and nonassessable (except as such nonassessability may be affected by Sections 18-607 and 18-804 of the Delaware LLC Act); and Anadarko Mi Vida owns such membership interest free and clear of all Liens.

(ff) Ownership of Ranch Westex. Anadarko Pecos Midstream LLC, a Delaware limited liability company (“Anadarko Pecos”), owns a 50% membership interest in Ranch Westex JV LLC, a Delaware limited liability company (“Ranch Westex”); such membership interest has been duly authorized and validly issued in accordance with the limited liability company agreement of Ranch Westex, as in effect as of the date hereof and at the time of purchase (the “Ranch Westex LLC Agreement”), and is fully paid (to the extent required by the Ranch Westex LLC Agreement) and nonassessable (except as such nonassessability may be affected by Sections 18-607 and 18-804 of the Delaware LLC Act); and Anadarko Pecos owns such membership interest free and clear of all Liens.

(gg) Ownership of Red Bluff. The Operating Partnership owns a 30% membership interest in Red Bluff Express Pipeline, LLC, a Delaware limited liability company (“Red Bluff”); such membership interest has been duly authorized and validly issued in accordance with the limited liability company agreement of Red Bluff, as in effect as of the date hereof and at the time of purchase (the “Red Bluff LLC Agreement”), and is fully paid (to the extent required by the Ranch Westex LLC Agreement) and nonassessable (except as such nonassessability may be affected by Sections 18-607 and 18-804 of the Delaware LLC Act); and the Operating Partnership owns such membership interest free and clear of all Liens.

(hh) No Other Subsidiaries. The Partnership has no other direct or indirect “subsidiaries” (as defined under the Securities Act) other than the Operating Subsidiaries. Other than its ownership interest in the Operating Subsidiaries, the Partnership does not own, and at the time of purchase will not own, directly or indirectly, any shares of stock, any other equity interests or any long-term debt securities of any corporation, partnership, limited liability company, joint venture, association or other entity, other than its interests in Fort Union, White Cliffs, Rendezvous, Enterprise, Front Range, Express Gathering, Express Pipeline, Whitethorn, Cactus II, Saddlehorn, Panola, Mi Vida, Ranch Westex and Red Bluff as described in the Registration Statement, the Pricing Disclosure Package and the Prospectus. All equity interests in the Operating Subsidiaries have been issued in compliance with all applicable securities laws and were not issued in violation of any preemptive right, resale right, right of first refusal or similar right. No options, warrants or other rights to purchase, agreements or other obligations to issue or rights to convert any obligation into equity interests in any of the Operating Subsidiaries are outstanding.

(ii) Valid Issuance of the Notes. The Notes have been duly authorized and, when executed by the Partnership, authenticated by the Trustee in accordance with the Indenture, and delivered against payment of the purchase price for the Notes as provided in this Agreement, will constitute valid and legally binding obligations of the Partnership enforceable against the Partnership in accordance with their terms, except as enforceability thereof may be limited by bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws relating to or affecting creditors’ rights generally and by general principles of equity.

(jj) Conformity of Indenture and Notes to Description. The Indenture and the Notes, when issued and delivered against payment therefor as provided herein and in the Indenture, will conform in all material respects to the descriptions thereof contained in the Registration Statement, the Pricing Disclosure Package and the Prospectus.

(kk) Authority and Authorization. The Partnership has all requisite power and authority under the Partnership Agreement and the Delaware LP Act to issue, sell and deliver the Notes, in accordance with and upon the terms and conditions set forth in this Agreement, the Partnership Agreement, the Indenture, the Registration Statement, the Pricing Disclosure Package and the Prospectus. At the time of purchase all limited partnership and limited liability company action, as the case may be, required to be taken by the Partnership Entities or any of their partners or members for the authorization, issuance, sale and delivery of the Notes and the consummation of the transactions contemplated by this Agreement and the Indenture shall have been validly taken.

(ll) Authorization, Execution and Delivery of this Agreement. This Agreement has been duly authorized, executed and delivered by each of the Western Parties.

(mm) Authorization and Enforceability of the Indenture. The execution and delivery of, and the performance by the Partnership of its obligations under, the Indenture have been duly and validly authorized by the Partnership. The Indenture has been duly qualified under the Trust Indenture Act of 1939, as amended (the “Trust Indenture Act”), and,

assuming due authorization, execution and delivery of the Base Indenture and the Supplemental Indenture by the Trustee, and when the Supplemental Indenture has been duly executed and delivered by the Partnership, the Indenture will constitute a valid and legally binding agreement of the Partnership, enforceable against the Partnership in accordance with its terms, except as enforceability thereof may be limited by bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws relating to or affecting creditors’ rights generally and by general principles of equity.

(nn) No Defaults. No Partnership Entity is in breach or violation of or in default under (nor has any event occurred which, with notice, lapse of time or both, would result in any breach or violation of, constitute a default under or give the holder of any indebtedness (or a person acting on such holder’s behalf) the right to require the repurchase, redemption or repayment of all or a part of such indebtedness under) (i) its formation, governing or other organizational documents, (ii) any indenture, mortgage, deed of trust, bank loan, credit agreement or other evidence of indebtedness, or any license, lease, contract or other agreement or instrument to which it is a party or by which it or any of its properties may be bound or affected, (iii) any federal, state, local or foreign law, regulation or rule, (iv) any rule or regulation of any self-regulatory organization or other non-governmental regulatory authority or (v) any decree, judgment or order applicable to it or any of its properties, except in the case of clauses (ii) through (v) for any such breaches, violations or defaults that would not, individually or in the aggregate, have a Material Adverse Effect, affect the validity of the Notes or prevent or materially interfere with the consummation of the transactions contemplated by this Agreement, including the proposed offering of the Notes (the “Offering”).

(oo) No Conflicts. The execution, delivery and performance of this Agreement by the Western Parties, the issuance and sale of the Notes by the Partnership, the execution, delivery and performance of the Indenture by the Partnership and the consummation of the transactions contemplated by this Agreement and the Indenture will not conflict with, result in any breach or violation of, constitute a default under (or constitute any event which, with notice, lapse of time or both, would result in any breach or violation of, constitute a default under or give the holder of any indebtedness (or a person acting on such holder’s behalf) the right to require the repurchase, redemption or repayment of all or a part of such indebtedness under), or result in the creation or imposition of a Lien on any property or assets of any Partnership Entity pursuant to (i) the formation, governing or other organizational documents of any of the Partnership Entities, (ii) any indenture, mortgage, deed of trust, bank loan, credit agreement or other evidence of indebtedness, or any license, lease, contract or other agreement or instrument to which any of the Partnership Entities is a party or by which any of the Partnership Entities or any of their respective properties may be bound or affected, (iii) any federal, state, local or foreign law, regulation or rule, (iv) any rule or regulation of any self-regulatory organization or other non-governmental regulatory authority (including, without limitation, the rules and regulations of the New York Stock Exchange (the “NYSE”)) or (v) any decree, judgment or order applicable to any of the Partnership Entities or any of their respective properties, except in the cases of clauses (ii) through (v) for any such conflicts, breaches, violations

or defaults that would not, individually or in the aggregate, have a Material Adverse Effect, affect the validity of the Notes or prevent or materially interfere with the consummation of the transactions contemplated by this Agreement, including the Offering.

(pp) No Consents. No approval, authorization, consent or order of or filing with any federal, state, local or foreign governmental or regulatory commission, board, body, authority or agency, or of or with any self-regulatory organization or other non-governmental regulatory authority (including, without limitation, the NYSE), or approval of the security holders of the Partnership Entities (each, a “Consent”), is required in connection with the issuance and sale of the Notes by the Partnership, the execution, delivery and performance of this Agreement and the Indenture by the Western Parties party thereto, or the consummation by such Western Parties of the transactions contemplated by this Agreement and the Indenture, other than (i) Consents required under the Securities Act, the Exchange Act, the Trust Indenture Act and state securities or Blue Sky laws in connection with the purchase and distribution of the Notes by the Underwriters, (ii) under the rules and regulations of the Financial Industry Regulatory Authority (“FINRA”), (iii) Consents that have been, or prior to the Closing Date will be, obtained and (iv) Consents that, if not obtained, would not, individually or in the aggregate, have a Material Adverse Effect.

(qq) No Preemptive Rights, Registration Rights or Options. Except as described in the Registration Statement, the Pricing Disclosure Package and the Prospectus, there are no (i) preemptive rights or other rights to subscribe for or to purchase, nor any restriction upon the voting or transfer of, any equity securities of the Partnership or (ii) outstanding options or warrants to purchase any securities of the Partnership, in each case pursuant to any agreement or other instrument to which the Partnership is a party or by which the Partnership may be bound. Except for such rights that have been waived or as described in the Registration Statement, the Pricing Disclosure Package and the Prospectus, neither the filing of the Registration Statement nor the offering or sale of the Notes as contemplated by this Agreement gives rise to any rights for or relating to the registration of any securities of the Partnership.

(rr) Permits. Each of the Partnership Entities has all necessary licenses, authorizations, consents and approvals (each, a “Permit”) and has made all necessary filings required under any applicable law, regulation or rule, and has obtained all necessary Permits from other persons, in order to conduct its business, except for such Permits the absence or omission of which would not, individually or in the aggregate, result in a Material Adverse Effect; and no Partnership Entity is in violation of or default under, or has received notice of any proceedings relating to the revocation or modification of, any such Permit or any federal, state, local or foreign law, regulation or rule or any decree, order or judgment applicable to such Partnership Entity, except for any such violations, defaults, revocations or modifications that would not, individually or in the aggregate, have a Material Adverse Effect.

(ss) Disclosure of Certain Items. All legal or governmental proceedings, affiliate transactions, off-balance sheet transactions, contracts, licenses, agreements, properties, leases or documents of a character required to be described in or incorporated by reference into the Registration Statement, the Pricing Disclosure Package or the Prospectus or to be filed as an exhibit to the Registration Statement have been so described or filed as required; and the statements included in the Registration Statement, the Pricing Disclosure Package and the Prospectus under the headings “Description of Notes,” “Description of WES Operating Debt Securities,” “Material U.S. Federal Income Tax Consequences” and “Underwriting,” insofar as they purport to summarize legal or governmental matters or proceedings or the terms of statutes, rules, regulations, agreements or documents, are accurate summaries of such legal or governmental matters or proceedings, statutes, rules, regulations, agreements or documents in all material respects.

(tt) Litigation. Except as described in the Registration Statement (excluding the exhibits thereto), the Pricing Disclosure Package and the Prospectus, there are no actions, suits, claims, investigations or proceedings pending or, to the Western Parties’ knowledge, threatened or contemplated to which the Partnership Entities or any of their respective directors or officers is or would be a party or to which any of their respective properties is or would be subject at law or in equity, before or by any federal, state, local or foreign governmental or regulatory commission, board, body, authority or agency, or before or by any self-regulatory organization or other non-governmental regulatory authority, except for any such actions, suits, claims, investigations or proceedings that would not, individually or in the aggregate, if resolved adversely to any Partnership Entity, have a Material Adverse Effect, affect the validity of the Notes or prevent or materially interfere with the consummation of the transactions contemplated by this Agreement, including the Offering.

(uu) Independent Registered Public Accounting Firm. KPMG LLP, which has audited the financial statements of the Partnership Entities and WES and its subsidiaries contained or incorporated by reference in the Registration Statement, the Pricing Disclosure Package and the Prospectus, is an independent registered public accounting firm with respect to each of the Partnership and WES within the meaning of the Securities Act and the applicable rules and regulations thereunder adopted by the Commission and the Public Company Accounting Oversight Board (United States) (the “PCAOB”).

(vv) Financial Statements. The historical financial statements (including the related notes and supporting schedule) contained or incorporated by reference in the Registration Statement, the Pricing Disclosure Package and the Prospectus, (i) comply in all material respects with the applicable requirements under the Securities Act and the Exchange Act (except that certain supporting schedules are omitted), (ii) present fairly in all material respects the financial position, results of operations and cash flows of the entities or assets, as applicable, purported to be shown thereby on the basis stated therein at the respective dates or for the respective periods and (iii) have been prepared in accordance

with accounting principles generally accepted in the United States of America (“GAAP”) consistently applied throughout the periods involved, except to the extent disclosed therein. The other financial information of the General Partner, WES, the Partnership and its subsidiaries, including non-GAAP financial measures, if any, contained or incorporated by reference in the Registration Statement, the Pricing Disclosure Package and the Prospectus has been derived from the accounting records of the General Partner, WES, the Partnership and its subsidiaries, and fairly presents the information purported to be shown thereby. Nothing has come to the attention of any of the Western Parties that has caused them to believe that the statistical and market-related data included in the Registration Statement, the Pricing Disclosure Package and the Prospectus is not based on or derived from sources that are reliable and accurate in all material respects.

(ww) Forward-Looking Statements. Each financial or operational projection or other “forward-looking statement” (as defined by Section 27A of the Securities Act or Section 21E of the Exchange Act) contained in the Registration Statement, the Pricing Disclosure Package and the Prospectus (i) was so included by the Western Parties in good faith and with reasonable basis after due consideration by the Western Parties of the underlying assumptions, estimates and other applicable facts and circumstances and (ii) is accompanied by meaningful cautionary statements identifying those factors that could cause actual results to differ materially from those in such forward-looking statement. No such statement was made with the knowledge of an executive officer or director of any of the Western Parties that it was false or misleading.

(xx) No Material Adverse Change. Subsequent to the respective dates as of which information is given in the Registration Statement, the Pricing Disclosure Package and the Prospectus, in each case excluding any amendments or supplements to the foregoing made after the execution of this Agreement, except as described in the Registration Statement (excluding the exhibits thereto), the Pricing Disclosure Package and the Prospectus, there has not been (i) any material adverse change, or any developments that are reasonably likely to result in, individually or in the aggregate, a material adverse change, in the business, assets, management, condition (financial or otherwise), prospects or results of operations of the Partnership Entities (taken as a whole), (ii) any transaction that is material to the Partnership Entities (taken as a whole), (iii) any obligation or liability, direct or contingent (including any off-balance sheet obligations), incurred by any Partnership Entity that is material to the Partnership Entities (taken as a whole), (iv) any material change in the capitalization, ownership or outstanding indebtedness of any Partnership Entity or (v) any dividend or distribution of any kind declared, paid or made on the security interests of any Partnership Entity.

(yy) Investment Company. None of the Partnership Entities is, and at no time during which a prospectus is required by the Securities Act to be delivered (whether physically or through compliance with Rule 172 under the Securities Act or any similar rule) in connection with any sale of the Notes will any of them be, nor, after giving effect to the Offering and the application of the proceeds therefrom, will any of them be, an “investment company” or an entity “controlled” by an “investment company,” as such

terms are defined in the Investment Company Act of 1940, as amended (the “Investment Company Act”).

(zz) Title to Properties. The Partnership Entities have good and marketable title to all real property and good title to all personal property described in the Registration Statement, the Pricing Disclosure Package and the Prospectus as being owned by any of them, free and clear of all Liens, except for (i) Liens that do not materially affect the value of such property and do not materially interfere with the use made or proposed to be made of such property by the Partnership Entities and (ii) Liens described in the Registration Statement (excluding the exhibits thereto), the Pricing Disclosure Package and the Prospectus.

(aaa) Rights-of-Way. Each Partnership Entity has such consents, easements, rights-of-way or licenses from any person (“rights-of-way”) as are necessary to enable it to conduct its business in the manner described in the Registration Statement, the Pricing Disclosure Package and the Prospectus, subject to such qualifications as may be set forth in the Registration Statement, the Pricing Disclosure Package or the Prospectus, except for (i) qualifications, reservations and encumbrances that would not, individually or in the aggregate, have a Material Adverse Effect and (ii) such rights-of-way the absence or omission of which would not, individually or in the aggregate, have a Material Adverse Effect; and, except as described in the Registration Statement (excluding the exhibits thereto), the Pricing Disclosure Package and the Prospectus or as would not interfere with the operations of the Partnership Entities as conducted on the date hereof to such a material extent that the Representatives could reasonably conclude that proceeding with the Offering would be inadvisable, none of such rights-of-way contains any restriction that is materially burdensome to the Partnership Entities, taken as a whole.

(bbb) Labor and Employment Matters. No Partnership Entity is engaged in any unfair labor practice, and no labor disputes with the employees of or seconded to any Partnership Entity exist or, to the knowledge of the Western Parties, are imminent or threatened that would, individually or in the aggregate, have a Material Adverse Effect. To the knowledge of the Western Parties: (i) there is (A) no unfair labor practice complaint pending or threatened against any Partnership Entity before the National Labor Relations Board, and no grievance or arbitration proceeding arising out of or under collective bargaining agreements pending or threatened, (B) no strike, labor dispute, slowdown or stoppage pending or threatened against any Partnership Entity and (C) no union representation dispute currently existing concerning the employees of or seconded to any Partnership Entity, (ii) no union organizing activities are currently taking place concerning the employees of or seconded to any Partnership Entity and (iii) there has been no violation of any federal, state, local or foreign law relating to discrimination in the hiring, promotion or pay of employees, any applicable wage or hour laws or any provision of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”), or the rules and regulations promulgated thereunder concerning the employees of or seconded to any Partnership Entity.

(ccc) Environmental Compliance. Except as described in the Registration Statement (excluding the exhibits thereto), the Pricing Disclosure Package and the Prospectus, (i) each Partnership Entity and each of the properties, assets and operations of the Partnership Entities is in compliance with any and all applicable federal, state, local or foreign laws, statutes, ordinances, rules, regulations, orders, decrees, judgments, injunctions, permits, licenses, authorizations or other binding requirements, or fundamental principles of common laws, relating to human health or safety (to the extent relating to exposure to Hazardous Materials, as defined below) or the protection, cleanup or restoration of the environment (including natural resources) or wildlife, including those relating to the distribution, use, manufacture, processing, generation, treatment, storage, disposal, transportation, other handling or release or threatened release of Hazardous Materials (as defined below) (“Environmental Laws”), (ii) each Partnership Entity has timely applied for or received and, to the extent received, is in compliance with all permits, licenses, authorizations or other approvals required under Environmental Laws to conduct its business as it is currently being conducted, (iii) no Partnership Entity has received written notice of any, and to the knowledge of the Western Parties, there are no events, conditions or activities that could reasonably be expected to form the basis for any, actual or potential liability under Environmental Laws for investigation or remediation of any disposal or release of Hazardous Materials (as defined below), and (iv) no Partnership Entity is subject to any pending or, to the knowledge of the Western Parties, threatened actions, suits, demands, orders or proceedings against any Partnership Entity relating to any Environmental Laws (collectively, “Proceedings”), except for any such (A) failures to comply with Environmental Laws or to timely apply for or receive, or, to the extent received, to comply with, permits, licenses, authorizations or other approvals required under Environmental Laws, (B) actual or potential liabilities under Environmental Laws or (C) Proceedings that would not, individually or in the aggregate, have a Material Adverse Effect. Except as described in the Registration Statement (excluding the exhibits thereto), the Pricing Disclosure Package and the Prospectus, no Partnership Entity has entered into any settlement agreement relating to any alleged violation of any Environmental Law or any actual or alleged release or threatened release or cleanup at any location of any Hazardous Materials (as defined below), except for any such agreements that would not, individually or in the aggregate, have a Material Adverse Effect. Except as described in the Registration Statement (excluding the exhibits thereto), the Pricing Disclosure Package and the Prospectus, no Partnership Entity is currently named as a “potentially responsible party” under the Comprehensive Environmental Response, Compensation, and Liability Act of 1980, as amended. As used herein, “Hazardous Materials” means any material (including, without limitation, pollutants, contaminants, hazardous or toxic substances or wastes) that is regulated by or may give rise to liability under any Environmental Law. The costs and liabilities associated with the effect of Environmental Laws on the Partnership Entities’ properties, assets and operations (including, without limitation, any capital or operating expenditures required for clean-up, closure of properties or compliance with Environmental Laws, or any permit, license, authorization or approval, any related constraints on operating activities and any potential liabilities to third parties) would not, singly or in the aggregate, have a Material Adverse Effect, except as set forth in or contemplated in the Registration

Statement (excluding the exhibits thereto), the Pricing Disclosure Package and the Prospectus.

(ddd) ERISA Compliance. None of the following events has occurred or exists with respect to any of the Partnership Entities: (i) a failure to fulfill the obligations, if any, under the minimum funding standards of Section 302 of ERISA, and the regulations and published interpretations thereunder with respect to any Plan (as defined below), determined without regard to any waiver of such obligations or extension of any amortization period; (ii) an audit or investigation by the Internal Revenue Service, the U.S. Department of Labor, the Pension Benefit Guaranty Corporation or any other federal or state governmental agency or any foreign regulatory agency with respect to the employment or compensation or benefits of employees of or seconded to the Partnership Entities that would have a Material Adverse Effect; or (iii) any breach of any contractual obligation, or any violation of law or applicable qualification standards, with respect to the employment or compensation of employees of or seconded to the Partnership Entities by any such Partnership Entity that would have a Material Adverse Effect. None of the following events has occurred or is reasonably likely to occur with respect to any of the Partnership Entities: (i) a material increase in the aggregate amount of contributions required to be made to all Plans in the current fiscal year compared to the amount of such contributions made by the Partnership Entities in the most recently completed fiscal year; (ii) a material increase in the Partnership Entities’ “accumulated post-retirement benefit obligations” (within the meaning of Statement of Financial Accounting Standards 106) compared to the amount of such obligations in the most recently completed fiscal year; (iii) any event or condition giving rise to a liability (whether actual or contingent) under Title IV of ERISA that would have a Material Adverse Effect; or (iv) the filing of a claim by one or more employees of, former employees of, or employees seconded to the Partnership Entities related to its or their employment that would have a Material Adverse Effect. For purposes of this paragraph, the term “Plan” means a plan (within the meaning of Section 3(3) of ERISA) with respect to which the Partnership Entities or any members of their “controlled group” (defined as any organization that is a member of a controlled group of corporations within the meaning of Section 414 of the Internal Revenue Code of 1986, as amended) may have any liability.

(eee) Tax Returns. All tax returns required to be filed by the Partnership Entities have been timely filed, and all taxes and other assessments of a similar nature (whether imposed directly or through withholding) including any interest, additions to tax or penalties applicable thereto due or claimed to be due from such entities have been timely paid, other than those (i) that are being contested in good faith and for which adequate reserves have been provided or (ii) that, if not paid, would not, individually or in the aggregate, have a Material Adverse Effect.

(fff) Insurance. The Partnership Entities maintain insurance covering the properties, operations, personnel and businesses of the Partnership Entities as such Partnership Entities reasonably deem adequate; such insurance insures against losses and risks to an extent which is adequate, in accordance with customary industry practice, to protect the

Partnership Entities and their respective businesses; all such insurance is fully in force on the date hereof and will be fully in force at the time of purchase; and the Partnership Entities have no reason to believe that they will not be able to renew such insurance as and when such insurance expires.

(ggg) Third Party Defaults. To the knowledge of the Western Parties, no third party to any indenture, contract, lease, mortgage, deed of trust, note agreement, loan agreement or other agreement, obligation, condition, covenant or instrument to or by which any of the Partnership Entities is a party or bound or to which their respective properties are subject is in breach, default or violation under any such agreement (and no event has occurred that, with notice or lapse of time or both, would constitute such an event), which breach, default or violation would have a Material Adverse Effect.

(hhh) Internal Controls. The Partnership Entities and the WES Parties maintain a system of internal accounting controls sufficient to provide reasonable assurance that (i) transactions are executed in accordance with management’s general or specific authorization; (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP and to maintain accountability for assets; (iii) access to assets is permitted only in accordance with management’s general or specific authorization; and (iv) the recorded accountability for assets is compared with existing assets at reasonable intervals and appropriate action is taken with respect to any differences.

(iii) Disclosure Controls. The Partnership and WES each have established and will maintain and evaluate “disclosure controls and procedures” (as such term is defined in Rule 13a-15 and 15d-15 under the Exchange Act) and “internal control over financial reporting” (as such term is defined in Rule 13a-15 and 15d-15 under the Exchange Act); such disclosure controls and procedures are designed to ensure that material information relating to the Partnership or WES, as applicable, is made known to the General Partner’s Chief Executive Officer and its Chief Financial Officer, and such disclosure controls and procedures are effective to perform the functions for which they were established; the Partnership’s and WES’s independent auditors and the Audit Committee of the Board of Directors of the General Partner have been advised of (i) all significant deficiencies, if any, in the design or operation of internal control over financial reporting which could adversely affect the Partnership’s or WES’s ability to record, process, summarize and report financial data and (ii) all fraud, if any, whether or not material, that involves management or other employees who have a role in the Partnership’s or WES’s internal control over financial reporting; all material weaknesses, if any, in the Partnership’s or WES’s internal control over financial reporting have been identified to the Partnership’s or WES’s independent auditors; and since the date of the most recent evaluation of such disclosure controls and procedures and internal control over financial reporting, except as described in the Partnership’s or WES’s Annual Report on Form 10-K for the year ended December 31, 2018, there have been no significant changes in the Partnership’s or WES’s internal control over financial reporting or in other factors that could significantly affect

internal controls, including any corrective actions with regard to significant deficiencies and material weaknesses.

(jjj) Sarbanes-Oxley. The Partnership Entities and the Western Parties have taken all necessary action to ensure that, upon and at all times after the filing of the Registration Statement, the Partnership Entities and their respective officers and directors, in their capacities as such, were and will be in compliance in all material respects with the applicable provisions of the Sarbanes-Oxley Act of 2002 and the rules and regulations of the Commission promulgated thereunder.

(kkk) Foreign Corrupt Practices Act. Except as disclosed in the Registration Statement, the Prospectus and the Pricing Disclosure Package, (a) no Partnership Entity nor, to the knowledge of the Western Parties, any director, officer, agent, employee or affiliate of the Partnership Entities is aware of or has taken any action, directly or indirectly, that has resulted or would result in a violation by any such person of the Foreign Corrupt Practices Act of 1977 (the “FCPA”) or any other applicable anti-corruption or anti-bribery statute or regulation, including, without limitation, any offer, payment, promise to pay or authorization of the payment of any money or other property, gift, promise to give or authorization of the giving of anything of value to any “foreign official” (as such term is defined in the FCPA) or any foreign political party or official thereof or any candidate for foreign political office, or any offer, agreement, request or action in furtherance of any unlawful bribe or other unlawful benefit, including, without limitation, any rebate, payoff, influence payment, kickback or other unlawful or improper payment or benefit, in contravention of the FCPA or any other applicable anti-corruption or anti-bribery statute or regulation, (b) the Partnership Entities and, to the knowledge of the Western Parties, their affiliates have conducted their businesses in compliance with the FCPA and any other applicable anti-corruption or anti-bribery statute or regulation, and (c) the Partnership Entities and, to the knowledge of the Western Parties, their affiliates have instituted, maintain and enforce policies and procedures designed to ensure, and which are reasonably expected to ensure, continued compliance with the FCPA and any other applicable anti-corruption or anti-bribery statute or regulation except, in the case of clauses (a) and (b), where any such violation or noncompliance would not reasonably be expected, individually or in the aggregate, to result in a Material Adverse Effect.

(lll) Money Laundering Laws. The operations of the Partnership Entities are and have been conducted at all times in compliance with applicable financial recordkeeping and reporting requirements, including those of the Currency and Foreign Transactions Reporting Act of 1970, as amended, the money laundering statutes of all jurisdictions, the rules and regulations thereunder and any related or similar rules, regulations or guidelines issued, administered or enforced by any governmental agency (collectively, “Money Laundering Laws”); and no action, suit or proceeding by or before any court or governmental agency, authority or body or any arbitrator or non-governmental authority involving the Partnership Entities with respect to Money Laundering Laws is pending or, to the knowledge of the Western Parties, threatened.

(mmm) No Conflict with Sanctions. No Partnership Entity nor, to the knowledge of the Western Parties, any director, officer, agent, employee or affiliate acting on behalf of the Partnership Entities is currently subject to or the target of any U.S. sanctions administered by the Office of Foreign Assets Control of the U.S. Treasury Department, the U.S. Department of State or other relevant sanctions authority (“Sanctions”); nor is any of the Partnership Entities located, organized or resident in Crimea, Cuba, Iran, North Korea and Syria; and the Partnership Entities will not directly or indirectly use the proceeds of the Offering, or lend, contribute or otherwise make available such proceeds to any other person or entity, for the purpose of conducting a transaction that is prohibited by Sanctions. The Partnership Entities are not now knowingly engaged in, and will not engage in, any dealings or transactions with any individual or entity, or in any country or territory, that at the time of the dealing or transaction, is or was the subject or target of Sanctions, if such dealings or transactions violated or would violate Sanctions.

(nnn) No Prohibition on Distributions. No Partnership Entity is currently prohibited, directly or indirectly, from making distributions with respect to its equity securities, from repaying to any other Partnership Entity any loans or advances or from transferring any property or assets to the Partnership or any other Partnership Entity except pursuant to the Chipeta LLC Agreement or as described in the Registration Statement (excluding the exhibits thereto), the Pricing Disclosure Package and the Prospectus.

(ooo) Related Party Transactions. No Partnership Entity has, directly or indirectly (i) extended credit, arranged to extend credit, or renewed any extension of credit, in the form of a personal loan, to or for any director or executive officer of the General Partner or its affiliates, or to or for any family member or affiliate of any director or executive officer of the General Partner or its affiliates or (ii) made any material modification to the term of any personal loan to any director or executive officer of the General Partner or its affiliates, or any family member or affiliate of any director or executive officer of the General Partner or its affiliates.

(ppp) Stabilization or Manipulation. None of the Partnership Entities or any of their “affiliates” (as such term is defined in Rule 405 of the Rules and Regulations) has taken, directly or indirectly, any action which has constituted, or that was designed or might reasonably be expected to cause or result in, the stabilization or manipulation of the price of any security of the Partnership to facilitate the sale or resale of the Notes.

(qqq) FINRA Affiliations. To the knowledge of the Western Parties, there are no affiliations or associations between (i) any member of FINRA and (ii) the Partnership, the General Partner or any of the General Partner’s officers or directors or any 5% or greater securityholder of the Partnership, except as described in the Registration Statement, the Pricing Disclosure Package and the Prospectus.

(rrr) No Distribution of Other Offering Materials. None of the Partnership Entities has distributed, nor will they distribute, prior to the later to occur of (i) the time of purchase, and (ii) the completion of the distribution of the Notes, any “prospectus” (as defined

under the Securities Act) in connection with the offering and sale of the Notes other than the Registration Statement, the Pricing Disclosure Package and the Prospectus or other materials, if any, permitted by the Securities Act, including Rule 134 promulgated thereunder. In addition, any certificate signed by an officer of any of the Partnership Entities and delivered to the Underwriters or counsel for the Underwriters in connection with the offering or sale of the Notes shall be deemed to be a representation and warranty by such Partnership Entity, as to matters covered thereby, to each Underwriter.

4. Certain Covenants of the Western Operating Parties. The Western Operating Parties, jointly and severally, hereby agree:

(a) Preparation of Prospectus and Registration Statement. (i) To prepare the Prospectus in a form approved by the Underwriters and to file such Prospectus pursuant to Rule 424(b) under the Securities Act not later than the Commission’s close of business on the second business day following the execution and delivery of this Agreement; (ii) to make no further amendment or any supplement to the Registration Statement or to the Prospectus except as permitted herein; (iii) to advise the Underwriters, promptly after either of them receives notice thereof, of the time when any amendment to the Registration Statement has been filed or becomes effective or any supplement to the Prospectus or any amended Prospectus has been filed and to furnish the Underwriters with copies thereof; (iv) to advise the Underwriters promptly after either of them receives notice thereof of the issuance by the Commission of any stop order or of any order preventing or suspending the use of the Prospectus or any Issuer Free Writing Prospectus, of the suspension of the qualification of the Notes for offering or sale in any jurisdiction, of the initiation or threatening of any proceeding for any such purpose or of any request by the Commission for the amending or supplementing of the Registration Statement, the Prospectus or any Issuer Free Writing Prospectus or for additional information; and (v) in the event of the issuance of any stop order or of any order preventing or suspending the use of the Prospectus or any Issuer Free Writing Prospectus or suspending any such qualification, to use promptly their best efforts to obtain its withdrawal.

(b) Copies of Registration Statements. To furnish promptly to the Underwriters and to counsel for the Underwriters, upon request, a signed copy or a conformed copy of the Registration Statement as originally filed with the Commission, and each amendment thereto filed with the Commission, including all consents and exhibits filed therewith.

(c) Exchange Act Reports. To file promptly all reports and any definitive proxy or information statements required to be filed by the Partnership with the Commission pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act (“Exchange Act Reports”) subsequent to the date of the Prospectus and for so long as the delivery of a prospectus (or in lieu thereof, the notice referred to in Rule 173(a) of the Rules and Regulations) is required in connection with the offering or sale of the Notes.

(d) Copies of Documents to the Underwriters. To deliver promptly to the Underwriters such number of the following documents as the Underwriters shall reasonably request: (i) conformed copies of the Registration Statement as originally filed

with the Commission and each amendment thereto (in each case excluding exhibits), (ii) each Preliminary Prospectus, the Prospectus and any amended or supplemented Prospectus, (iii) each Issuer Free Writing Prospectus and (iv) any document incorporated by reference in any Preliminary Prospectus or the Prospectus; and, if the delivery of a prospectus (or in lieu thereof, the notice referred to in Rule 173(a) of the Rules and Regulations) is required at any time after the date hereof in connection with the offering or sale of the Notes or any other securities relating thereto and if at such time any events shall have occurred as a result of which the Prospectus as then amended or supplemented would include an untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made when such Prospectus (or in lieu thereof, the notice referred to in Rule 173(a) of the Rules and Regulations) is delivered, not misleading, or, if for any other reason it shall be necessary to amend or supplement the Prospectus (or in lieu thereof, the notice referred to in Rule 173(a) of the Rules and Regulations) or to file under the Exchange Act any document incorporated by reference in the Prospectus in order to comply with the Securities Act or the Exchange Act or with a request from the Commission, to notify the Underwriters immediately thereof and to promptly prepare and, subject to Section 4(e) hereof, file with the Commission an amended Prospectus or supplement to the Prospectus which will correct such statement or omission or effect such compliance.

(e) Filing of Amendment or Supplement. To file promptly with the Commission any amendment to the Registration Statement or the Prospectus, any supplement to the Prospectus or any new, replacement registration statement that may, in the judgment of the Partnership or the Underwriters, be required by the Securities Act or requested by the Commission. Prior to filing with the Commission any amendment to the Registration Statement, any supplement to the Prospectus or any new, replacement registration statement, any document incorporated by reference in the Prospectus or any Prospectus pursuant to Rule 424 of the Rules and Regulations, to furnish a copy thereof to the Underwriters and counsel for the Underwriters and not to file any such document to which the Underwriters shall reasonably object after having been given reasonable notice of the proposed filing thereof unless the Partnership is required by law to make such filing. The Partnership will furnish to the Underwriters such number of copies of such new registration statement, amendment or supplement as the Underwriters may reasonably request and use its commercially reasonable efforts to cause such new registration statement or amendment to be declared effective as soon as practicable. In any such case, the Partnership will promptly notify the Representatives of such filings and effectiveness.

(f) Reports to Security Holders. As soon as practicable after the time of purchase, to make generally available to the Partnership’s security holders an earnings statement of the Partnership and its subsidiaries (which need not be audited) complying with Section 11(a) of the Securities Act and the Rules and Regulations (including, at the option of the Partnership, Rule 158).

(g) Copies of Reports. For a period of two years following the date hereof, to furnish to the Underwriters copies of all materials furnished by the Partnership to its security holders and all reports and financial statements furnished by the Partnership to the Commission pursuant to the Exchange Act or any rule or regulation of the Commission thereunder, in each case to the extent that such materials, reports and financial statements are not publicly filed with the Commission.

(h) Blue Sky Laws. Promptly to take from time to time such actions as the Underwriters may reasonably request to qualify the Notes for offering and sale under the securities or Blue Sky laws of such jurisdictions as the Underwriters may designate and to continue such qualifications in effect for so long as required for the resale of the Notes; and to arrange for the determination of the eligibility for investment of the Notes under the laws of such jurisdictions as the Underwriters may reasonably request; provided that no Western Operating Party shall be obligated to qualify as a foreign entity in any jurisdiction in which it is not so qualified or to file a general consent to service of process in any jurisdiction.

(i) Application of Proceeds. To apply the net proceeds from the sale of the Notes as set forth in the Pricing Disclosure Package and the Prospectus.

(j) Investment Company. To take such steps as shall be necessary to ensure that no Western Operating Party shall become an “investment company” as defined in the Investment Company Act.

(k) Issuer Free Writing Prospectuses. Not to make any offer relating to the Notes that would constitute an Issuer Free Writing Prospectus without the prior written consent of the Representatives.

(l) Retention of Issuer Free Writing Prospectuses. To retain in accordance with the Rules and Regulations all Issuer Free Writing Prospectuses not required to be filed pursuant to the Rules and Regulations; and if at any time after the date hereof and prior to the time of purchase, any events shall have occurred as a result of which any Issuer Free Writing Prospectus, as then amended or supplemented, would conflict with the information in the Registration Statement, the most recent Preliminary Prospectus or the Prospectus or, when considered together with the most recent Preliminary Prospectus, would include an untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, or, if for any other reason it shall be necessary to amend or supplement any Issuer Free Writing Prospectus, to notify the Representatives and, upon their reasonable request or as required by the Rules and Regulations, to file such document and to prepare and furnish without charge to each Underwriter as many copies as the Representatives may from time to time reasonably request of an amended or supplemented Issuer Free Writing Prospectus that will correct such conflict, statement or omission.

(m) Stabilization. To not directly or indirectly take any action constituting, or designed to or which might reasonably be expected to cause or result in, the stabilization or manipulation of the price of any security of the Partnership to facilitate the sale or resale of the Notes.

(n) Covenant to Pay Costs. Whether or not the transactions contemplated by this Agreement are consummated or this Agreement is terminated, to pay all costs, expenses, fees and taxes in connection with (i) the preparation and filing of the Registration Statement, each Preliminary Prospectus, the Prospectus, each Permitted Free Writing Prospectus and any amendments or supplements thereto, and the printing and furnishing of copies of each thereof to the Underwriters, counsel for the Underwriters and dealers (including costs of mailing and shipment), (ii) the registration, issuance, sale and delivery of the Notes including any stock or transfer taxes and stamp or similar duties payable upon the sale, issuance or delivery of the Notes to the Underwriters, (iii) the producing, word processing and/or printing of this Agreement, any agreement among underwriters, any dealer agreements, any powers of attorney and any closing documents (including compilations thereof) and the reproduction and/or printing and furnishing of copies of each thereof to the Underwriters and (except closing documents) to dealers (including costs of mailing and shipment), (iv) the qualification of the Notes for offering and sale under state or foreign laws and the determination of their eligibility for investment under state or foreign law (including the legal fees and filing fees and other disbursements of counsel for the Underwriters) and the printing and furnishing of copies of any blue sky surveys or legal investment surveys to the Underwriters and to dealers, (v) the registration of the Notes under the Exchange Act, (vi) any filing for review of the public offering of the Notes by FINRA, but not including the legal fees and other disbursements of counsel to the Underwriters relating to FINRA matters, (vii) the fees and disbursements of the Trustee for the Notes, (viii) the costs and expenses of the Western Parties relating to presentations or meetings undertaken in connection with the marketing of the offering and sale of the Notes to prospective investors and the Underwriters’ sales forces, including, without limitation, expenses associated with the production of road show slides and graphics, fees and expenses of any consultants engaged in connection with the road show presentations, travel, lodging and other expenses incurred by the officers of the Western Parties and any such consultants, and the cost of any aircraft chartered in connection with the road show, (ix) the costs and expenses of qualifying the Notes for inclusion in the book-entry settlement system of the DTC, (x) the preparation and filing of the Registration Statement, including any amendments thereto, and (xi) the performance of the Western Parties’ other obligations hereunder.

5. Reimbursement of Underwriters’ Expenses. If the Notes are not delivered at the time of purchase for any reason other than the termination of this Agreement pursuant to the sixth sentence of Section 8 hereof or the default by one or more of the Underwriters in its or their respective obligations hereunder, the Western Operating Parties, jointly and severally, shall, in addition to paying the amounts described in Section 4(n) hereof, reimburse the Underwriters for all of their out-of-pocket expenses, including the fees and disbursements of their counsel; provided, however, that if this agreement is terminated because of the occurrence of any event

specified in clause (b) of Section 7 (other than as specified in clause (b)(ii) thereof), the Western Operating Parties shall not be obligated to reimburse the Underwriters for any expenses specified in this Section 5.

6. Conditions of Underwriters’ Obligations. The several obligations of the Underwriters hereunder are subject to the accuracy of the representations and warranties on the part of the Western Parties on the date hereof, at the time of purchase to the performance by the Western Parties of their obligations hereunder and to the following additional conditions precedent:

(a) The Prospectus shall have been timely filed with the Commission in accordance with Section 4(a) of this Agreement; no stop order suspending the effectiveness of the Registration Statement or preventing or suspending the use of the Prospectus or any Issuer Free Writing Prospectuses or any part thereof shall have been issued and no proceeding for that purpose shall have been initiated or threatened by the Commission; any request of the Commission for inclusion of additional information in the Registration Statement or the Prospectus or otherwise shall have been complied with to the reasonable satisfaction of the Underwriters; and the Commission shall not have notified the Partnership of any objection to the use of the form of the Registration Statement.

(b) The Registration Statement, or any amendment thereto, does not contain an untrue statement of a fact which, in the opinion of counsel for the Underwriters, is material, or does not omit to state any fact which, in the opinion of such counsel, is material and is required to be stated therein or in the documents incorporated by reference therein or is necessary to make the statements therein not misleading, and the Prospectus or the Pricing Disclosure Package, or any supplement thereto, do not include an untrue statement of a fact which, in the opinion of counsel for the Underwriters, is material, or do not omit to state any fact which, in the opinion of such counsel, is necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading.

(c) All partnership and limited liability company proceedings and other legal matters incident to the authorization, execution and filing of the Registration Statement, any Preliminary Prospectus, the Prospectus, the Indenture and any Issuer Free Writing Prospectus, and all other legal matters relating to this Agreement and the transactions contemplated hereby shall be reasonably satisfactory in all material respects to counsel for the Underwriters, and the Partnership shall have furnished to such counsel all documents and information that they or their counsel may reasonably request to enable them to pass upon such matters.

(d) The Partnership shall have furnished to the Representatives at the time of purchase an opinion of Latham & Watkins LLP, counsel for the Partnership, addressed to the Underwriters, and dated the time of purchase, with executed copies for each of the other Underwriters, in form and substance reasonably satisfactory to the Representatives, substantially in the form set forth in Exhibit A hereto.

(e) At the time of execution of this Agreement, the Underwriters shall have received from KPMG LLP a letter or letters, in form and substance satisfactory to the Underwriters, addressed to the Underwriters and dated the date hereof (i) confirming that they are an independent registered public accounting firm within the meaning of the Securities Act and are in compliance with the applicable rules and regulations thereunder adopted by the Commission and the PCAOB, and (ii) stating that, as of the date hereof (or, with respect to matters involving changes or developments since the respective dates as of which specified financial information is given in the Pricing Disclosure Package and the Prospectus, as of a date not more than five days prior to the date hereof), the conclusions and findings of such firm with respect to the financial information and other matters ordinarily covered by accountants’ “comfort letters” to underwriters in connection with registered public offerings.

(f) With respect to the letter or letters of KPMG LLP referred to in the preceding paragraph and delivered to the Underwriters concurrently with the execution of this Agreement (the “initial letters”), such accounting firm shall have furnished to the Underwriters a letter (the “bring-down letter”) of KPMG LLP, addressed to the Underwriters and dated the date of the time of purchase (i) confirming that they are an independent registered public accounting firm within the meaning of the Securities Act and are in compliance with the applicable rules and regulations thereunder adopted by the Commission and the PCAOB, (ii) stating that, as of the date of the bring-down letter (or, with respect to matters involving changes or developments since the respective dates as of which specified financial information is given in the Prospectus, as of a date not more than two business days prior to the date of the bring-down letter), the conclusions and findings of such firm with respect to the financial information and other matters covered by the initial letters and (iii) confirming in all material respects the conclusions and findings set forth in the initial letters.

(g) The Representatives shall have received at the time of purchase the favorable opinion of Gibson, Dunn & Crutcher LLP, counsel for the Underwriters, addressed to the Underwriters, and dated the time of purchase in form and substance reasonably satisfactory to the Representatives.

(h) Prior to and at the time of purchase, (i) no stop order with respect to the effectiveness of the Registration Statement shall have been issued under the Securities Act and no proceedings shall have been initiated under Section 8(d) or 8(e) of the Securities Act; (ii) neither the Registration Statement nor any amendment thereto shall contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading; (iii) neither the most recent Preliminary Prospectus nor the Prospectus, and no amendment or supplement thereto, shall include an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they are made, not misleading; (iv) neither the Pricing Disclosure Package nor any amendment or supplement thereto shall include an untrue statement of a material fact or omit to state a material fact necessary in order to make the

statements therein, in the light of the circumstances under which they are made, not misleading; and (v) no Permitted Free Writing Prospectus shall include an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they are made, not misleading.

(i) Between the time of execution of this Agreement and the time of purchase, (i) no material adverse change, or any developments that are reasonably likely to result in, individually or in the aggregate, a material adverse change, in the business, assets, management, condition (financial or otherwise), prospects or results of operations of the Partnership Entities, taken as a whole, shall have occurred or become known and (ii) no transaction which is material and adverse to the Partnership Entities, taken as a whole, shall have been entered into by any of the Partnership Entities or become probable, the effect of which is, in the judgment of the Representatives, so material or adverse as to make it impracticable or inadvisable to proceed with the Offering or the delivery of the Notes as contemplated by the Prospectus.

(j) No action shall have been taken and no statute, rule, regulation or order shall have been enacted, adopted or issued by any governmental agency or body which would, as of the time of purchase, prevent the issuance or sale of the Notes; and no injunction, restraining order or order of any other nature by any federal or state court of competent jurisdiction shall have been issued as of the time of purchase which would prevent the issuance or sale of the Notes.

(k) The Partnership and WES shall have delivered to the Representatives at the time of purchase a certificate of the Chief Executive Officer and Chief Financial Officer of the General Partner and WES GP, respectively, dated the time of purchase, in the form attached as Exhibit B hereto.

(l) The Western Parties shall have furnished to the Representatives such other documents and certificates as to the accuracy and completeness of any statement in the Registration Statement, any Preliminary Prospectus, the Prospectus or any Permitted Free Writing Prospectus as of the time of purchase as the Representatives may reasonably request.

7. Effective Date of Agreement; Termination. This Agreement shall become effective when the parties hereto have executed and delivered this Agreement. The obligations of the several Underwriters hereunder shall be subject to termination in the absolute discretion of the Representatives, if (a) since the time of execution of this Agreement or the earlier respective dates as of which information is given in the Registration Statement, the Pricing Disclosure Package, the Prospectus and any Permitted Free Writing Prospectus, there has been any change, or any developments that are reasonably likely to result in, individually or in the aggregate, a material adverse change, in the business, assets, management, condition (financial or otherwise), prospects or results of operations of any Partnership Entity, the effect of which change or development on the Partnership Entities, taken as a whole, is, in the sole judgment of the Representatives, so material and adverse as to make it impractical or inadvisable to proceed with

the Offering or the delivery of the Notes on the terms and in the manner contemplated in the Registration Statement, the Pricing Disclosure Package, the Prospectus and each Permitted Free Writing Prospectus, (b) since the time of execution of this Agreement, there shall have occurred (i) a suspension or material limitation in trading in securities generally on the NYSE or the NASDAQ; (ii) a suspension or material limitation in trading in WES’s securities on the NYSE; (iii) a general moratorium on commercial banking activities declared by either federal or New York State authorities or a material disruption in commercial banking or securities settlement or clearance services in the United States; (iv) an outbreak or escalation of hostilities or acts of terrorism involving the United States or a declaration by the United States of a national emergency or war; or (v) any other calamity or crisis or any change in financial, political or economic conditions in the United States or elsewhere, and, in the case of clause (iv) or (v), the effect of any such event, in the sole judgment of the Representatives, makes it impractical or inadvisable to proceed with the Offering or the delivery of the Notes on the terms and in the manner contemplated in the Registration Statement, the Pricing Disclosure Package, the Prospectus and each Permitted Free Writing Prospectus, or (c) since the time of execution of this Agreement, there shall have occurred any downgrading in, or any notice or announcement shall have been given or made of (i) any intended or potential downgrading or (ii) any watch, review or possible change that does not indicate an affirmation or improvement in the rating accorded to, any securities of or guaranteed by any Partnership Entity by any “nationally recognized statistical rating organization,” as that term is defined in Section 3(a)(62) of the Exchange Act. If the Representatives elect to terminate this Agreement as provided in this Section 7, the Partnership and each other Underwriter shall be notified promptly in writing. If the sale to the Underwriters of the Notes, as contemplated by this Agreement, is not carried out by the Underwriters for any reason permitted under this Agreement, or if such sale is not carried out because the Western Parties shall be unable to comply with any of the terms of this Agreement, the Western Parties shall not be under any obligation or liability under this Agreement (except to the extent provided in Sections 4(n), 5 and 9 hereof), and the Underwriters shall be under no obligation or liability to the Western Parties under this Agreement (except to the extent provided in Section 9 hereof) or to one another hereunder.

8. Increase in Underwriters’ Commitments. Subject to Sections 6 and 7 hereof, if any Underwriter shall default in its obligation to take up and pay for the Notes to be purchased by it hereunder (otherwise than for a failure of a condition set forth in Section 6 hereof or a reason sufficient to justify the termination of this Agreement under the provisions of Section 7 hereof) and if the aggregate principal amount of the Notes that all Underwriters so defaulting shall have agreed but failed to take up and pay for does not exceed 10% of the aggregate principal amount of the Notes to be purchased on the Closing Date, the non-defaulting Underwriters (including the Underwriters, if any, substituted in the manner set forth below) shall take up and pay for (in addition to the aggregate principal amount of the Notes they are obligated to purchase pursuant to Section 1 hereof) the aggregate principal amount of the Notes agreed to be purchased by all such defaulting Underwriters, as hereinafter provided. Such Notes shall be taken up and paid for by such non-defaulting Underwriters in such amount or amounts as the Representatives may designate with the consent of each Underwriter so designated or, in the event no such designation is made, such Notes shall be taken up and paid for by all non-defaulting Underwriters pro rata in proportion to the aggregate principal amount of the Notes set forth opposite the names of such

non-defaulting Underwriters in Schedule A. Without relieving any defaulting Underwriter of its obligations hereunder, the Partnership agrees with the non-defaulting Underwriters that it will not sell any Notes hereunder unless all of the Notes are purchased by the Underwriters (or by substituted Underwriters selected by the Representatives with the approval of the Partnership or selected by the Partnership with the approval of the Representatives). If a new Underwriter or Underwriters are substituted by the Underwriters or by the Partnership for a defaulting Underwriter or Underwriters in accordance with the foregoing provision, the Partnership or the Representatives shall have the right to postpone the time of purchase for a period not exceeding five business days in order that any necessary changes in the Registration Statement and the Prospectus and other documents may be effected. The term “Underwriter” as used in this Agreement shall refer to and include any Underwriter substituted under this Section 8 with like effect as if such substituted Underwriter had originally been named in Schedule A hereto. If the aggregate principal amount of the Notes that the defaulting Underwriter or Underwriters agreed to purchase exceeds 10% of the aggregate principal amount of the Notes, and if neither the non-defaulting Underwriters nor the Partnership shall make arrangements within the five business day period stated above for the purchase of all the Notes that the defaulting Underwriter or Underwriters agreed to purchase hereunder, this Agreement shall terminate without further act or deed and without any liability on the part of the Partnership to any Underwriter and without any liability on the part of any non-defaulting Underwriter to the Partnership. Nothing in this paragraph, and no action taken hereunder, shall relieve any defaulting Underwriter from liability in respect of any default of such Underwriter under this Agreement.

9. Indemnity and Contribution.

(a) Each of the Western Operating Parties, jointly and severally, agrees to indemnify, defend and hold harmless each Underwriter, its partners, directors, officers and agents, affiliates of such Underwriter who have, or who are alleged to have, participated in the distribution of the Notes as underwriters, any person who controls any Underwriter within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, and the successors and assigns of all of the foregoing persons, from and against any loss, damage, expense, liability or claim (including the reasonable cost of investigation) which, jointly or severally, any such Underwriter or any such person may incur under the Securities Act, the Exchange Act, the common law or otherwise, insofar as such loss, damage, expense, liability or claim arises out of or is based upon (i) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement (or in the Registration Statement as amended by any post-effective amendment thereof by the Partnership) or any omission or alleged omission to state a material fact required to be stated therein or necessary to make the statements therein not misleading, except insofar as any such loss, damage, expense, liability or claim arises out of or is based upon any untrue statement or alleged untrue statement of a material fact that is contained in, and that is in conformity with the Underwriter Information furnished in writing by or on behalf of such Underwriter through the Representatives to the Partnership expressly for use in, the Registration Statement or arises out of or is based upon any omission or alleged omission to state a material fact in the Registration Statement in connection with such information, which material fact was not contained in such information and which

material fact was required to be stated in such Registration Statement or was necessary to make such information not misleading, (ii) any untrue statement or alleged untrue statement of a material fact included in any Preliminary Prospectus, the Pricing Disclosure Package, the Prospectus, in any Permitted Free Writing Prospectus, in any “issuer information” (as defined in Rule 433 under the Securities Act) of the Partnership or in any Prospectus together with any combination of one or more Permitted Free Writing Prospectuses, if any, or arises out of or is based upon any omission or alleged omission to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, except, with respect to such Preliminary Prospectus, Pricing Disclosure Package, Prospectus or Permitted Free Writing Prospectuses, insofar as any such loss, damage, expense, liability or claim arises out of or is based upon any untrue statement or alleged untrue statement of a material fact that is included in, and that is in conformity with the Underwriter Information furnished in writing by or on behalf of such Underwriter through the Representatives to the Partnership expressly for use in, such Preliminary Prospectus, Pricing Disclosure Package, Prospectus or Permitted Free Writing Prospectus or arises out of or is based upon any omission or alleged omission to state a material fact in such Preliminary Prospectus, Pricing Disclosure Package, Prospectus or Permitted Free Writing Prospectus in connection with such information, which material fact was not included in such information and which material fact was necessary in order to make the statements in such information, in the light of the circumstances under which they were made, not misleading, or (iii) any untrue statement or alleged untrue statement of a material fact included in any “road show” (as defined in Rule 433 under the Securities Act) not constituting an Issuer Free Writing Prospectus.

(b) Each Underwriter severally and not jointly agrees to indemnify, defend and hold harmless the Western Operating Parties, their directors, officers and agents, any person who controls the Western Operating Parties within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, and the successors and assigns of all of the foregoing persons, from and against any loss, damage, expense, liability or claim (including the reasonable cost of investigation) which, jointly or severally, the Western Operating Parties or any such person may incur under the Securities Act, the Exchange Act, the common law or otherwise, insofar as such loss, damage, expense, liability or claim arises out of or is based upon (i) any untrue statement or alleged untrue statement of a material fact that is contained in, and that is in conformity with the Underwriter Information furnished in writing by or on behalf of such Underwriter through the Representatives to the Partnership expressly for use in, the Registration Statement (or in the Registration Statement as amended by any post-effective amendment thereof by the Partnership), or any omission or alleged omission to state a material fact in such Registration Statement in connection with such information, which material fact was not contained in such information and which material fact was required to be stated in such Registration Statement or was necessary to make such information not misleading or (ii) any untrue statement or alleged untrue statement of a material fact that is contained in, and that is in conformity with the Underwriter Information furnished in writing by or on behalf of such Underwriter through the Representatives to the Partnership expressly for

use in, a Preliminary Prospectus, the Pricing Disclosure Package, the Prospectus or a Permitted Free Writing Prospectus, or any omission or alleged omission to state a material fact in such Preliminary Prospectus, Pricing Disclosure Package, Prospectus or Permitted Free Writing Prospectus in connection with such information, which material fact was not contained in such information and which material fact was necessary in order to make the statements in such information, in the light of the circumstances under which they were made, not misleading.

(c) If any action, suit or proceeding (each, a “Proceeding”) is brought against a person (an “indemnified party”) in respect of which indemnity may be sought against any of the Western Operating Parties or an Underwriter (as applicable, the “indemnifying party”) pursuant to subsection (a) or (b) of this Section 9, such indemnified party shall promptly notify such indemnifying party in writing of the institution of such Proceeding and such indemnifying party shall assume the defense of such Proceeding, including the employment of counsel reasonably satisfactory to such indemnified party and payment of all fees and expenses; provided, however, that the failure to so notify such indemnifying party shall not relieve such indemnifying party from any liability which such indemnifying party may have to any indemnified party or otherwise. The indemnified party or parties shall have the right to employ its or their own counsel in any such case, but the fees and expenses of such counsel shall be at the expense of such indemnified party or parties unless the employment of such counsel shall have been authorized in writing by the indemnifying party in connection with the defense of such Proceeding or the indemnifying party shall not have, within a reasonable period of time in light of the circumstances, employed counsel to defend such Proceeding or such indemnified party or parties shall have reasonably concluded that there may be defenses available to it or them which are different from, additional to or in conflict with those available to such indemnifying party (in which case such indemnifying party shall not have the right to direct the defense of such Proceeding on behalf of the indemnified party or parties), in any of which events such fees and expenses shall be borne by such indemnifying party and paid as incurred (it being understood, however, that, except as provided in Section 9(c), such indemnifying party shall not be liable for the expenses of more than one separate counsel (in addition to any local counsel) in any one Proceeding or series of related Proceedings in the same jurisdiction representing the indemnified parties who are parties to such Proceeding). The indemnifying party shall not be liable for any settlement or compromise or consent to the entry of any judgment with respect to any Proceeding (whether or not the indemnified parties are actual or potential parties to such Proceeding) effected without its written consent but, if settled with its written consent, such indemnifying party agrees to indemnify and hold harmless the indemnified party or parties from and against any loss or liability by reason of such settlement. Notwithstanding the foregoing sentence, if at any time an indemnified party shall have requested an indemnifying party to reimburse the indemnified party for fees and expenses of counsel as contemplated by the second sentence of this Section 9(c), then the indemnifying party agrees that it shall be liable for any settlement of any Proceeding effected without its written consent if (i) such settlement is entered into more than 45 days after receipt by such indemnifying party of the aforesaid request, (ii) such

indemnifying party shall not have fully reimbursed the indemnified party in accordance with such request prior to the date of such settlement or disputed in good faith the indemnified party’s entitlement to such reimbursement prior to the date of such settlement and (iii) such indemnified party shall have given the indemnifying party at least 30 days’ prior notice of its intention to settle. No indemnifying party shall, without the prior written consent of the indemnified party, effect any settlement of any pending or threatened Proceeding in respect of which any indemnified party is or could have been a party and indemnity could have been sought hereunder by such indemnified party, unless such settlement includes an unconditional release of such indemnified party from all liability on claims that are the subject matter of such Proceeding and does not include an admission of fault or culpability or a failure to act by or on behalf of such indemnified party.

(d) If the indemnification provided for in this Section 9 is unavailable to an indemnified party under subsection (a) or (b) of this Section 9 or insufficient to hold an indemnified party harmless in respect of any losses, damages, expenses, liabilities or claims referred to therein, then each applicable indemnifying party shall contribute to the amount paid or payable by such indemnified party as a result of such losses, damages, expenses, liabilities or claims (i) in such proportion as is appropriate to reflect the relative benefits received by the Western Operating Parties on the one hand and the Underwriters on the other hand from the Offering, or (ii) if the allocation provided by clause (i) above is not permitted by applicable law, in such proportion as is appropriate to reflect not only the relative benefits referred to in clause (i) above but also the relative fault of the Western Operating Parties on the one hand and of the Underwriters on the other in connection with the statements or omissions which resulted in such losses, damages, expenses, liabilities or claims, as well as any other relevant equitable considerations. The relative benefits received by the Western Operating Parties on the one hand and the Underwriters on the other shall be deemed to be in the same respective proportions as the total proceeds from the Offering (net of underwriting discounts and commissions but before deducting expenses) received by the Western Operating Parties, and the total underwriting discounts and commissions received by the Underwriters, bear to the aggregate public offering price of the Notes. The relative fault of the Western Operating Parties on the one hand and of the Underwriters on the other shall be determined by reference to, among other things, whether the untrue statement or alleged untrue statement of a material fact or omission or alleged omission relates to information supplied by the Western Operating Parties or by the Underwriters and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission. The amount paid or payable by a party as a result of the losses, damages, expenses, liabilities and claims referred to in this subsection shall be deemed to include any legal or other fees or expenses reasonably incurred by such party in connection with investigating, preparing to defend or defending any Proceeding.

(e) The Western Operating Parties and the Underwriters agree that it would not be just and equitable if contribution pursuant to this Section 9 were determined by pro rata allocation (even if the Underwriters were treated as one entity for such purpose) or by

any other method of allocation that does not take account of the equitable considerations referred to in subsection (d) above. Notwithstanding the provisions of this Section 9, no Underwriter shall be required to contribute any amount in excess of the amount by which the total price at which the Notes underwritten by such Underwriter and distributed to the public were offered to the public exceeds the amount of any damage that such Underwriter has otherwise been required to pay by reason of such untrue statement or alleged untrue statement or omission or alleged omission. No person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any person who was not guilty of such fraudulent misrepresentation. The Underwriters’ obligations to contribute pursuant to this Section 9 are several in proportion to their respective underwriting commitments and not joint.

(f) The indemnity and contribution agreements contained in this Section 9 and the covenants, warranties and representations of the Western Parties contained in this Agreement shall remain in full force and effect regardless of any investigation made by or on behalf of any Underwriter, its partners, directors, officers or agents, any affiliate of such Underwriter who has, or who is alleged to have, participated in the distribution of the Notes as an underwriter, or any person who controls any Underwriter within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, or by or on behalf of the Western Operating Parties, their directors, officers or agents or any person who controls the Western Operating Parties within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, and shall survive any termination of this Agreement or the issuance and delivery of the Notes. The Western Operating Parties and each Underwriter agree promptly to notify each other of the commencement of any Proceeding against it and, in the case of the Western Operating Parties, against any of their officers or directors in connection with the issuance and sale of the Notes, or in connection with the Registration Statement, the Pricing Disclosure Package, the Prospectus or any Permitted Free Writing Prospectus.

10. Information Furnished by the Underwriters. The statements relating to stabilization by the Underwriters appearing in the fifth and sixth paragraphs under the caption “Underwriting” in the Prospectus, constitute the only information furnished by or on behalf of the Underwriters, as such information is referred to in Sections 3 and 9 hereof.

11. Notices. All statements, requests, notices and agreements hereunder shall be in writing, and:

(a) if to the Underwriters, shall be delivered or sent by mail or facsimile transmission to (i) Barclays Capital Inc., 745 Seventh Avenue, New York, New York 10019, Attention: Syndicate Registration, fax no. (646) 834-8133; (ii) Citigroup Global Markets Inc., 388 Greenwich Street, New York, New York 10013, Attention: General Counsel, fax no. (646) 291-1469; (iii) Deutsche Bank Securities Inc., 60 Wall Street, New York, New York 10005, Attention: Debt Capital Markets, fax no. (646) 374-1071 with a copy to 60 Wall Street, 36th Floor, New York, New York 10005, Attention: General Counsel, fax no. (646) 374-1071; and (iv) PNC Capital Markets LLC, 300 Fifth Avenue, 10th Floor, Pittsburgh,

Pennsylvania 15222, Attention: Debt Capital Markets, Transaction Execution, fax no. (412) 762-2760; and

(b) if to the Western Parties, shall be delivered or sent by mail or facsimile transmission to the offices of the Partnership at 1201 Lake Robbins Drive, The Woodlands, Texas 77380, Attention: Michael P. Ure, President and Chief Executive Officer, Facsimile: 832-636-6001.

12. Governing Law; Construction. This Agreement and any claim, counterclaim or dispute of any kind or nature whatsoever arising out of or in any way relating to this Agreement (“Claim”), directly or indirectly, shall be governed by, and construed in accordance with, the laws of the State of New York. The section headings in this Agreement have been inserted as a matter of convenience of reference and are not a part of this Agreement.

13. Submission to Jurisdiction. Except as set forth below, no Claim may be commenced, prosecuted or continued in any court other than the courts of the State of New York located in the City and County of New York or in the United States District Court for the Southern District of New York, which courts shall have jurisdiction over the adjudication of such matters, and the Western Parties consent to the jurisdiction of such courts and personal service with respect thereto. The Western Parties hereby consent to personal jurisdiction, service and venue in any court in which any Claim arising out of or in any way relating to this Agreement is brought by any third party against any Underwriter or any indemnified party. Each Underwriter and the Western Parties (each on its own behalf and, to the extent permitted by applicable law, on behalf of its equity owners and affiliates) waive all right to trial by jury in any action, proceeding or counterclaim (whether based upon contract, tort or otherwise) in any way arising out of or relating to this Agreement. Each of the Western Parties agrees that a final judgment in any such action, proceeding or counterclaim brought in any such court shall be conclusive and binding upon the Western Parties and may be enforced in any other courts to the jurisdiction of which the Western Parties are or may be subject, by suit upon such judgment.

14. Parties at Interest. The agreement set forth herein has been and is made solely for the benefit of the Underwriters and the Western Parties and to the extent provided in Section 9 hereof the controlling persons, affiliates, partners, directors and officers referred to in such Section, and their respective successors, assigns, agents, heirs, personal representatives and executors and administrators. No other person, partnership, association or corporation (including a purchaser, as such purchaser, from any of the Underwriters) shall acquire or have any right under or by virtue of this Agreement.

15. No Fiduciary Relationship. The Western Parties hereby acknowledge that the Underwriters are acting solely as underwriters in connection with the purchase and sale of the Partnership’s securities. The Western Parties further acknowledge that the Underwriters are acting pursuant to a contractual relationship created solely by this Agreement entered into on an arm’s length basis, and in no event do the parties intend that the Underwriters act or be responsible as a fiduciary to the Partnership Entities, their management, security holders or creditors or any other person in connection with any activity that the Underwriters may undertake or have undertaken in furtherance of the purchase and sale of the Notes, either before

or after the date hereof. The Underwriters hereby expressly disclaim any fiduciary or similar obligations to the Partnership Entities, either in connection with the transactions contemplated by this Agreement or any matters relating to such transactions, and each Western Party hereby confirms its understanding and agreement to that effect. The Western Parties and the Underwriters agree that they are each responsible for making their own independent judgments with respect to any such transactions and that any opinions or views expressed by the Underwriters to the Partnership Entities regarding such transactions, including, but not limited to, any opinions or views with respect to the price or market for the Partnership’s securities, do not constitute advice or recommendations to the Partnership Entities. Each Western Party hereby waives and releases, to the fullest extent permitted by law, any claims that it may have against the Underwriters with respect to any breach or alleged breach of any fiduciary or similar duty to the Partnership Entities in connection with the transactions contemplated by this Agreement or any matters relating to such transactions.

16. Counterparts. This Agreement may be signed by the parties in one or more counterparts which together shall constitute one and the same agreement among the parties.

17. Successors and Assigns. This Agreement shall be binding upon the Underwriters, the Western Parties, their respective successors and assigns and any successor or assign of any substantial portion of any of the Western Parties’ or any of the Underwriters’ respective businesses and/or assets.

18. Recognition of the U.S. Special Resolution Regimes.

(a) In the event that any Underwriter that is a Covered Entity becomes subject to a proceeding under a U.S. Special Resolution Regime, the transfer from such Underwriter of this Agreement, and any interest and obligation in or under this Agreement, will be effective to the same extent as the transfer would be effective under the U.S. Special Resolution Regime if this Agreement, and any such interest and obligation, were governed by the laws of the United States or a state of the United States.

(b) In the event that any Underwriter that is a Covered Entity or a BHC Act Affiliate of such Underwriter becomes subject to a proceeding under a U.S. Special Resolution Regime, Default Rights under this Agreement that may be exercised against such Underwriter are permitted to be exercised to no greater extent than such Default Rights could be exercised under the U.S. Special Resolution Regime if this Agreement were governed by the laws of the United States or a state of the United States.

(i) “BHC Act Affiliate” has the meaning assigned to the term “affiliate” in, and shall be interpreted in accordance with, 12 U.S.C. § 1841(k).

(ii) “Covered Entity” means any of the following:

A. a “covered entity” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 252.82(b);

B. a “covered bank” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 47.3(b); or

C. a “covered FSI” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 382.2(b).

(iii) “Default Right” has the meaning assigned to that term in, and shall be interpreted in accordance with, 12 C.F.R. §§ 252.81, 47.2 or 382.1, as applicable.

(iv) “U.S. Special Resolution Regime” means each of (i) the Federal Deposit Insurance Act and the regulations promulgated thereunder and (ii) Title II of the Dodd-Frank Wall Street Reform and Consumer Protection Act and the regulations promulgated thereunder.

[The Remainder of This Page Intentionally Left Blank; Signature Pages Follow]

If the foregoing correctly sets forth the understanding among the Western Parties and the several Underwriters, please so indicate in the space provided below for that purpose, whereupon this Agreement and your acceptance shall constitute a binding agreement between the Western Parties and the Underwriters, severally.



Very truly yours,

WESTERN MIDSTREAM OPERATING GP, LLC

By:	/s/ Michael C. Pearl
	Name:	Michael C. Pearl
	Title:	Senior Vice President and Chief Financial Officer



WESTERN MIDSTREAM OPERATING, LP

By:	Western Midstream Operating, GP, LLC, its general partner

By:	/s/ Michael C. Pearl
	Name:	Michael C. Pearl
	Title:	Senior Vice President and Chief Financial Officer



WESTERN MIDSTREAM HOLDINGS, LLC

By:	/s/ Michael C. Pearl
	Name:	Michael C. Pearl
	Title:	Senior Vice President and Chief Financial Officer



WESTERN MIDSTREAM PARTNERS, LP

By:	Western Midstream Holdings, LLC, its general partner

By:	/s/ Michael C. Pearl
	Name:	Michael C. Pearl
	Title:	Senior Vice President and Chief Financial Officer

[Signature Page to Underwriting Agreement]

Accepted and agreed to as of the date first above written, on behalf of itself and the other several Underwriters name in Schedule A.



Barclays Capital Inc.

By:	/s/ Andrew N. Pocius
	Name:	Andrew N. Pocius
	Title:	Managing Director



Citigroup Global Markets Inc.

By:	/s/ Brian D. Bednarski
	Name:	Brian D. Bednarski
	Title:	Managing Director



Deutsche Bank Securities Inc.

By:	/s/ Thomas Short
	Name:	Thomas Short
	Title:	Director, Debt Syndicate

By:	/s/ Ben-Zion Smilchensky
	Name:	Ben-Zion Smilchensky
	Title:	Managing Director



PNC Capital Markets LLC

By:	/s/ James Torrell
	Name:	James Torrell
	Title:	Managing Director

SCHEDULE A

Underwriters



Underwriter	Principal Amount of 2023 Notes		Principal Amount of 2025 Notes		Principal Amount of 2030 Notes		Principal Amount of 2050 Notes
Barclays Capital Inc.		$48,000,000		$160,000,000		$192,000,000		$160,000,000
Citigroup Global Markets Inc.	45,000,000		150,000,000		180,000,000		150,000,000
Deutsche Bank Securities Inc.	45,000,000		150,000,000		180,000,000		150,000,000
PNC Capital Markets LLC	45,000,000		150,000,000		180,000,000		150,000,000
Mizuho Securities USA LLC	11,760,000		39,200,000		47,040,000		39,200,000
MUFG Securities Americas Inc.	11,760,000		39,200,000		47,040,000		39,200,000
U.S. Bancorp Investments, Inc.	11,760,000		39,200,000		47,040,000		39,200,000
Wells Fargo Securities, LLC	11,760,000		39,200,000		47,040,000		39,200,000
BMO Capital Markets Corp.	10,710,000		35,700,000		42,840,000		35,700,000
RBC Capital Markets, LLC	8,790,000		29,300,000		35,160,000		29,300,000
Scotia Capital (USA) Inc.	8,790,000		29,300,000		35,160,000		29,300,000
SG Americas Securities, LLC	8,790,000		29,300,000		35,160,000		29,300,000
SunTrust Robinson Humphrey, Inc.	8,790,000		29,300,000		35,160,000		29,300,000
TD Securities (USA) LLC	8,790,000		29,300,000		35,160,000		29,300,000
Comerica Securities, Inc.	5,610,000		18,700,000		22,440,000		18,700,000
Credit Suisse Securities (USA) LLC	5,130,000		17,100,000		20,520,000		17,100,000
Capital One Securities, Inc.	2,310,000		7,700,000		9,240,000		7,700,000
Raymond James & Associates, Inc.	1,500,000		5,000,000		6,000,000		5,000,000
Stifel, Nicolaus & Company, Incorporated	750,000		2,500,000		3,000,000		2,500,000
Total	$	300,000,000	$	1,000,000,000	$	1,200,000,000	$	1,000,000,000

Schedule A-1

SCHEDULE B

Jurisdictions of Foreign Qualifications



Partnership Entity		Jurisdictions of Foreign Qualification
Western Midstream Operating GP, LLC (formerly known as Western Gas Holdings, LLC)		Arizona, Colorado, Kansas, New Mexico, Oklahoma, Texas, Utah, Wyoming
Western Midstream Operating, LP (formerly known as Western Gas Partners, LP)		Arizona, Colorado, Kansas, New Mexico, Oklahoma, Texas, Utah, Wyoming
Operating Subsidiaries
Western Gas Operating, LLC		Arizona, Colorado, Kansas, New Mexico, Oklahoma, Texas, Utah, Wyoming
WGR Operating, LP		Arizona, Colorado, Kansas, New Mexico, Oklahoma, Pennsylvania, Texas, Utah, Wyoming
Anadarko Gathering Company LLC		Kansas, Louisiana, Mississippi, Oklahoma, Texas, Utah
MIGC LLC		Colorado, Wyoming
Western Gas Wyoming, L.L.C.		None
Chipeta Processing LLC		Colorado, Utah
Kerr-McGee Gathering LLC		None
Anadarko Wattenberg Company, LLC		None
Mountain Gas Resources, LLC		Colorado, Texas, Utah, Wyoming
Mountain Gas Transportation LLC		Colorado, Wyoming
GNB NGL Pipeline LLC		Colorado, Utah
Overland Trail Transmission, LLC		Wyoming
DBM Crude Services, LLC		New Mexico, Texas
DBM Pipeline, LLC		New Mexico, Texas
DBM Water Services, LLC		Colorado, New Mexico, Texas
Delaware Basin Express, LLC		Texas
Delaware Basin Midstream, LLC		New Mexico, Texas
Delaware Basin JV Gathering LLC		Texas
Springfield Pipeline LLC		None
Anadarko Wattenberg Oil Complex LLC		Colorado
Anadarko DJ Oil Pipeline LLC		Colorado
Anadarko DJ Gas Processing LLC		Colorado
Wamsutter Pipeline LLC		Wyoming
DBM Oil Services, LLC		Texas
Anadarko Pecos Midstream LLC		Texas
Anadarko Mi Vida LLC		Texas
APC Water Holdings 1, LLC		Texas
Western Midstream Services, LLC		Colorado, Texas, Utah, Wyoming and New Mexico
Western Midstream Services Holdings, LLC		None

Schedule B-1

SCHEDULE C-1

Information Included in the Pricing Disclosure Package

FREE WRITING PROSPECTUS

Filed Pursuant to Rule 433

Registration No. 333-231590-01

January 9, 2020

WESTERN MIDSTREAM OPERATING, LP

(the “Partnership”)

Fixed Rate Notes

Terms Applicable to the Senior Notes due 2025




Issuer:	Western Midstream Operating, LP
Security Type:	Senior Unsecured Notes
Legal Format:	SEC Registered
Pricing Date:	January 9, 2020
Settlement Date (T+2):	January 13, 2020
Net Proceeds Before Expenses:	$993,620,000
Maturity Date:	February 1, 2025
Principal Amount:	$1,000,000,000
Benchmark Treasury:	1.750% due December 31, 2024
Benchmark Treasury Price / Yield:	100-14 / 1.658%
Spread to Benchmark Treasury:	T+145 bps
Yield to Maturity:	3.108%
Coupon:	3.100%
Public Offering Price:	99.962% of the principal amount
Optional Redemption:	Redeemable at any time before January 1, 2025 in an amount equal to the principal amount plus a make-whole premium, using a discount rate of T + 25 bps, plus accrued and unpaid interest. Redeemable at any time on or after January 1, 2025 in an amount equal to the principal amount plus accrued and unpaid interest.
Interest Payment Dates:	February 1 and August 1, beginning on August 1, 2020
CUSIP / ISIN:	958667 AB3 / US958667AB34

Schedule C-1-1



Joint Book-Running Managers:	Barclays Capital Inc. Citigroup Global Markets Inc. Deutsche Bank Securities Inc. PNC Capital Markets LLC BMO Capital Markets Corp. Comerica Securities, Inc. Credit Suisse Securities (USA) LLC Mizuho Securities USA LLC MUFG Securities Americas Inc. RBC Capital Markets, LLC Scotia Capital (USA) Inc. SG Americas Securities, LLC SunTrust Robinson Humphrey, Inc. TD Securities (USA) LLC U.S. Bancorp Investments, Inc. Wells Fargo Securities, LLC
Co-Managers:	Capital One Securities, Inc. Raymond James & Associates, Inc. Stifel, Nicolaus & Company, Incorporated

Terms Applicable to the Senior Notes due 2030





Issuer:	Western Midstream Operating, LP
Security Type:	Senior Unsecured Notes
Legal Format:	SEC Registered
Pricing Date:	January 9, 2020
Settlement Date (T+2):	January 13, 2020
Net Proceeds Before Expenses:	$1,191,000,000
Maturity Date:	February 1, 2030
Principal Amount:	$1,200,000,000
Benchmark Treasury:	1.750% due November 15, 2029
Benchmark Treasury Price / Yield:	99-00 / 1.862%
Spread to Benchmark Treasury:	T+220 bps
Yield to Maturity:	4.062%
Coupon:	4.050%
Public Offering Price:	99.900% of the principal amount
Optional Redemption:	Redeemable at any time before November 1, 2029 in an amount equal to the principal amount plus a make-whole premium, using a discount rate of T + 35 bps, plus accrued and unpaid interest. Redeemable at any time on or after November 1, 2029 in an amount equal to the principal amount plus accrued and unpaid interest.
Interest Payment Dates:	February 1 and August 1, beginning on August 1, 2020
CUSIP / ISIN:	958667 AC1 / US958667AC17

Schedule C-1-2



Joint Book-Running Managers:	Barclays Capital Inc. Citigroup Global Markets Inc. Deutsche Bank Securities Inc. PNC Capital Markets LLC BMO Capital Markets Corp. Comerica Securities, Inc. Credit Suisse Securities (USA) LLC Mizuho Securities USA LLC MUFG Securities Americas Inc. RBC Capital Markets, LLC Scotia Capital (USA) Inc. SG Americas Securities, LLC SunTrust Robinson Humphrey, Inc. TD Securities (USA) LLC U.S. Bancorp Investments, Inc. Wells Fargo Securities, LLC
Co-Managers:	Capital One Securities, Inc. Raymond James & Associates, Inc. Stifel, Nicolaus & Company, Incorporated

Terms Applicable to the Senior Notes due 2050





Issuer:	Western Midstream Operating, LP
Security Type:	Senior Unsecured Notes
Legal Format:	SEC Registered
Pricing Date:	January 9, 2020
Settlement Date (T+2):	January 13, 2020
Net Proceeds Before Expenses:	$985,670,000
Maturity Date:	February 1, 2050
Principal Amount:	$1,000,000,000
Benchmark Treasury:	2.250% due August 15, 2049
Benchmark Treasury Price / Yield:	98-04+ / 2.337%
Spread to Benchmark Treasury:	T+295 bps
Yield to Maturity:	5.287%
Coupon:	5.250%
Public Offering Price:	99.442% of the principal amount
Optional Redemption:	Redeemable at any time before August 1, 2049 in an amount equal to the principal amount plus a make-whole premium, using a discount rate of T + 45 bps, plus accrued and unpaid interest. Redeemable at any time on or after August 1, 2049 in an amount equal to the principal amount plus accrued and unpaid interest.
Interest Payment Dates:	February 1 and August 1, beginning on August 1, 2020
CUSIP / ISIN:	958667 AA5 / US958667AA50

Schedule C-1-3



Joint Book-Running Managers:	Barclays Capital Inc. Citigroup Global Markets Inc. Deutsche Bank Securities Inc. PNC Capital Markets LLC BMO Capital Markets Corp. Comerica Securities, Inc. Credit Suisse Securities (USA) LLC Mizuho Securities USA LLC MUFG Securities Americas Inc. RBC Capital Markets, LLC Scotia Capital (USA) Inc. SG Americas Securities, LLC SunTrust Robinson Humphrey, Inc. TD Securities (USA) LLC U.S. Bancorp Investments, Inc. Wells Fargo Securities, LLC
Co-Managers:	Capital One Securities, Inc. Raymond James & Associates, Inc. Stifel, Nicolaus & Company, Incorporated

Schedule C-1-4

Floating Rate Notes

Terms Applicable to the Senior Notes due 2023 (the “floating rate notes”)





Issuer:	Western Midstream Operating, LP
Security Type:	Senior Unsecured Notes
Legal Format:	SEC Registered
Pricing Date:	January 9, 2020
Settlement Date (T+2):	January 13, 2020
Net Proceeds Before Expenses:	$298,650,000
Maturity Date:	January 13, 2023 (the “Floating Rate Maturity Date”)
Principal Amount:	$300,000,000
Coupon:	3 Month LIBOR + 85bps
Public Offering Price:	100.000% of the principal amount

CUSIP / ISIN:	958667 AD9 / US958667AD99
Joint Book-Running Managers:	Barclays Capital Inc. Citigroup Global Markets Inc. Deutsche Bank Securities Inc. PNC Capital Markets LLC BMO Capital Markets Corp. Comerica Securities, Inc. Credit Suisse Securities (USA) LLC Mizuho Securities USA LLC MUFG Securities Americas Inc. RBC Capital Markets, LLC Scotia Capital (USA) Inc. SG Americas Securities, LLC SunTrust Robinson Humphrey, Inc. TD Securities (USA) LLC U.S. Bancorp Investments, Inc. Wells Fargo Securities, LLC
Co-Managers:	Capital One Securities, Inc. Raymond James & Associates, Inc. Stifel, Nicolaus & Company, Incorporated

* Note: A securities rating is not a recommendation to buy, sell or hold securities and may be subject to revision or withdrawal at any time.

Schedule C-1-5

Payment of Floating Rate Interest

The floating rate notes will bear interest from January 13, 2020 (the “Settlement Date”) at a floating rate determined in the manner provided below, payable on January 13, April 13, July 13 and October 13 of each year (each such day a “Floating Rate Interest Payment Date”), commencing on April 13, 2020, to the persons in whose names the floating rate notes were registered at the close of business on the 15^th day preceding the respective Floating Rate Interest Payment Date, subject to certain exceptions. The per annum interest rate on the floating rate notes (the “Floating Interest Rate”) in effect for each day of an Interest Period (as defined below) will be equal to a benchmark rate (which will initially be the Three-Month LIBOR Rate) plus 85 basis points (0.85%). The Floating Interest Rate for the initial Interest Period will be determined on January 10, 2020. The Floating Interest Rate for each Interest Period after the initial Interest Period for the floating rate notes will be reset on the 13^th day of the months of January, April, July and October of each year, commencing April 13, 2020, (each such date an “Interest Reset Date”) until the principal on the floating rate notes is paid or made available for payment. So long as the Three-Month LIBOR Rate is the benchmark, the applicable interest rate will be determined two London business days prior to each Interest Reset Date (each such date, an “Interest Determination Date”). If any such Interest Reset Date and Floating Rate Interest Payment Date for the floating rate notes would otherwise be a day that is not a business day, such Interest Reset Date and Floating Rate Interest Payment Date will be the next succeeding business day, unless the next succeeding business day is in the next succeeding calendar month, in which case such Interest Reset Date and Floating Rate Interest Payment Date will be the immediately preceding business day.

“Interest Period” means the period from and including an Interest Reset Date or, in the case of the initial Interest Period, from the Settlement Date to but excluding the next succeeding Interest Reset Date and, in the case of the last such period, from and including the Interest Reset Date immediately preceding the Floating Rate Maturity Date to but not including such Floating Rate Maturity Date. If the Floating Rate Maturity Date is not a business day, then the principal amount of the floating rate notes plus accrued and unpaid interest thereon shall be paid on the next succeeding business day and no interest shall accrue for the Floating Rate Maturity Date, or any day thereafter.

The amount of interest for each day that the floating rate notes are outstanding (the “Daily Interest Amount”) will be calculated by dividing the Floating Interest Rate in effect for such day by 360 and multiplying the result by the principal amount of floating rate notes. The amount of interest to be paid on the floating rate notes for any Interest Period will be calculated by adding the Daily Interest Amounts for each day in such Interest Period.

The Floating Interest Rate on the floating rate notes will in no event be higher than the maximum rate permitted by New York law as the same may be modified by United States law of general application. In no event will the Floating Interest Rate be less than 0.0%.

So long as the Three-Month LIBOR Rate is the benchmark, the Floating Interest Rate and amount of interest to be paid on the floating rate notes for each Interest Period will be determined by the calculation agent. All calculations made by the calculation agent shall in the absence of manifest error be conclusive for all purposes and binding on the Partnership and the holders of the floating rate notes. So long as a benchmark rate is required to be determined with respect to the floating rate notes, there will at all times be a calculation agent. In the event that any then acting calculation agent shall be unable or unwilling to act, or that such calculation agent shall fail duly to establish the benchmark rate for any Interest Period, or that the Partnership proposes to remove such calculation agent, the Partnership shall appoint another person which is a bank, trust company, investment banking firm, or other financial institution, to act as the calculation agent. It is expected that Wells Fargo Bank, National Association will be the calculation agent.

Floating Rate Benchmark; Benchmark Transition Event

Interest on the floating rate notes will accrue at a floating rate based on a “benchmark,” which will initially be the Three-Month LIBOR Rate, but will be replaced by the benchmark replacement following the occurrence of a benchmark transition event and its related benchmark replacement date as described below.

The “Index Maturity” shall mean the period to maturity of the instrument or obligation on which the floating interest rate formula is based (e.g., “Three Month LIBOR”).

The “Three-Month LIBOR Rate” shall mean the rate determined in accordance with the provisions described herein and the accompanying prospectus for the floating rate notes with an Index Maturity of three months.

Schedule C-1-6

The “LIBOR” for any Interest Determination Date is the rate for deposits in the LIBOR Currency having the Index Maturity specified herein as such rate is displayed on Reuters on page LIBOR01 (or any other page as may replace such page on such service or any successor service nominated by ICE Benchmark Administration Ltd. for the purpose of displaying the London interbank rates of major banks for the designated LIBOR Currency) (“Reuters Page LIBOR01”) (or Bloomberg L.P.’s page “BBAM” or any other page as may replace such page on such service, any successor service or such other service as may be nominated as the information vendor for the purpose of displaying rates or prices comparable to LIBOR for U.S. dollar deposits) as of 11:00 a.m., London time, on such LIBOR Interest Determination Date.

If LIBOR cannot be determined as described above, the calculation agent shall request the principal London offices of each of four major reference banks in the London interbank market, as selected by the calculation agent as directed by the Partnership to provide the calculation agent with its offered quotation for deposits in the designated LIBOR Currency for the period of the Index Maturity specified herein commencing on the related Interest Reset Date, to prime banks in the London interbank market at approximately 11:00 a.m., London time, on such LIBOR Interest Determination Date and in a principal amount that is representative for a single transaction in the designated LIBOR Currency in such market at such time. If at least two such quotations are so provided, then LIBOR on such LIBOR Interest Determination Date will be the arithmetic mean calculated by the calculation agent of such quotations. If fewer than two such quotations are so provided, then LIBOR on such LIBOR Interest Determination Date will be the arithmetic mean calculated by the calculation agent of the rates quoted at approximately 11:00 a.m., in the City of New York, on such LIBOR Interest Determination Date by three major banks (which may include affiliates of the underwriters) in the City of New York selected by the calculation agent as directed by the Partnership for loans in the designated LIBOR Currency to leading European banks, having the Index Maturity specified herein and in a principal amount that is representative for a single transaction in the designated LIBOR Currency in such market at such time; provided, however, that if the banks selected by the calculation agent as directed by the Partnership are not quoting as mentioned in this sentence, LIBOR determined as of such LIBOR Interest Determination Date shall be the same LIBOR as in effect on such LIBOR Interest Determination Date. All determinations of LIBOR by the calculation agent, in absence of manifest error, will be conclusive and binding on the noteholders.

Notwithstanding the foregoing, if the Partnership (or its Designee (as defined below) determines that a benchmark transition event and its related benchmark replacement date have occurred prior to any interest determination date for the then-current benchmark, then the Partnership shall promptly provide notice of such determination to DTC, the trustee and the calculation agent and the benchmark replacement will replace the then-current benchmark for all purposes relating to the floating rate notes in respect of such determination on such date and all determinations on all subsequent dates. However, if the initial benchmark replacement is based on any rate other than term SOFR and the Partnership later determines that term SOFR can be determined, term SOFR will become the new unadjusted benchmark replacement and will, together with a new benchmark replacement adjustment for term SOFR, replace the then-current benchmark on the next benchmark determination date for term SOFR.

A “benchmark transition event” means the occurrence of one or more of the following events with respect to the then-current benchmark:

(1)a public statement or publication of information by or on behalf of the administrator of the benchmark announcing that such administrator has ceased or will cease to provide the benchmark, permanently or indefinitely; provided, that, at the time of such statement or publication, there is no successor administrator that will continue to provide the benchmark;

(2)a public statement or publication of information by the regulatory supervisor for the administrator of the benchmark, the central bank for the currency of the benchmark, an insolvency official with jurisdiction over the administrator for the benchmark, a resolution authority with jurisdiction over the administrator for the benchmark or a court or an entity with similar insolvency or resolution authority over the administrator for the benchmark, which states that the administrator of the benchmark has ceased or will cease to provide the benchmark permanently or indefinitely; provided, that, at the time of such statement or publication, there is no successor administrator that will continue to provide the benchmark; or

Schedule C-1-7

(3)a public statement or publication of information by the regulatory supervisor for the administrator of the benchmark announcing that the benchmark is no longer representative of the underlying market or economic reality or that the benchmark may no longer be used.

A “benchmark replacement date” means:

(1)in the case of clause (1) or (2) of the definition of benchmark transition event, the later of (a) the date of the public statement or publication of information referenced therein and (b) the date on which the administrator of the benchmark permanently or indefinitely ceases to provide the benchmark; or

(2)in the case of clause (3) of the definition of benchmark transition event, the date of the public statement or publication of information referenced therein.

The term “benchmark determination date” means (a) if the benchmark is the Three-Month LIBOR Rate, the date that is two London business days before the applicable Interest Reset Date, and (b) if the benchmark is any other rate, the date determined by the Partnership (or the Partnership’s designee, which may be the calculation agent only if the calculation agent consents in writing to such appointment in its sole discretion with no liability therefor, a successor calculation agent, or other such designee of the Partnership (any of such entities, a “Designee”)) as a benchmark replacement conforming change. If the Designee is not the calculation agent, the Partnership shall notify the trustee and the calculation agent in writing of the party that has been appointed by the Partnership as Designee.

The “benchmark replacement” will be the first alternative set forth in the order below that can be determined by the Partnership or its Designee as of the benchmark replacement date:

(1)the sum of (a) term SOFR and (b) the benchmark replacement adjustment;

(2)the sum of (a) compounded SOFR and (b) the benchmark replacement adjustment;

(3)the sum of (a) the alternate rate of interest that has been selected or recommended by the relevant governmental body as the replacement for the then-current benchmark for the applicable corresponding tenor and (b) the benchmark replacement adjustment;

(4)the sum of (a) the ISDA fallback rate and (b) the benchmark replacement adjustment; and

(5)the sum of (a) the alternate rate of interest that has been selected by the Partnership (or its Designee) in its reasonable discretion as the replacement for the then-current benchmark for the applicable corresponding tenor and (b) the benchmark replacement adjustment.

“SOFR”, with respect to any day, is the secured overnight financing rate published for such day by the Federal Reserve Bank of New York.

The term “term SOFR” means the forward-looking term rate for the applicable corresponding tenor based on SOFR that has been selected or recommended by the relevant governmental body.

The “corresponding tenor” will be a tenor (including overnight) having approximately the same length (disregarding business day adjustments) as the applicable tenor for the then-current benchmark.

The “ISDA fallback rate” ‘means the rate that would apply for derivatives transactions referencing the ISDA definitions to be effective upon the occurrence of an index cessation date with respect to the benchmark for the applicable tenor excluding the applicable ISDA fallback adjustment.

The “ISDA definitions” means the 2006 ISDA Definitions published by the International Swaps and Derivatives Association, Inc. or any successor thereto, as amended or supplemented from time to time or any successor definitional booklet for interest rate derivatives published from time to time.

“ISDA fallback adjustment” means the spread adjustment (which may be a positive or negative value or zero) that would apply for derivatives transactions referencing the ISDA definitions to be determined upon the occurrence of an index cessation event with respect to the benchmark for the applicable tenor.

Schedule C-1-8

such interest accrual period, with the rate, or methodology for this rate, and conventions for this rate (which will be compounded in arrears with a lookback and/or suspension period as a mechanism to determine the interest amount payable prior to the end of each interest accrual period, such that the SOFR on the benchmark determination date will apply for each day in the interest accrual period following the benchmark determination date) being established by the Partnership (or the Partnership’s Designee) in accordance with:

(1)the rate, or methodology for this rate, and conventions for this rate selected or recommended by the relevant governmental body for determining compounded SOFR; or

(2)if, and to the extent that, the Partnership (or its Designee) determines that compounded SOFR cannot be determined in accordance with clause (1) above, then the rate, or methodology for this rate, and conventions for this rate that have been selected by the Partnership (or its Designee) in its reasonable discretion.

The “benchmark replacement adjustment” will be the first alternative set forth in the order below that can be determined by the Partnership (or its Designee) as of the benchmark replacement date:

(1)the spread adjustment, or method for calculating or determining such spread adjustment, (which may be a positive or negative value or zero) that has been selected or recommended by the relevant governmental body for the applicable unadjusted benchmark replacement;

(2)if the applicable unadjusted benchmark replacement is equivalent to the ISDA fallback rate, then the ISDA fallback adjustment; and

(3)the spread adjustment (which may be a positive or negative value or zero) that has been selected by the Partnership (or its Designee) in its reasonable discretion for the replacement of the then-current benchmark with the applicable unadjusted benchmark replacement.

The “unadjusted benchmark replacement” is the benchmark replacement excluding the benchmark replacement adjustment.

The “relevant governmental body” is the Federal Reserve Board and/or the Federal Reserve Bank of New York, or a committee officially endorsed or convened by the Federal Reserve Board and/or the Federal Reserve Bank of New York, or any successor thereto.

In connection with the implementation of a benchmark replacement, the Partnership (or its Designee) will have the right from time to time to make “benchmark replacement conforming changes,” which are any technical, administrative or operational changes (including changes to the timing and frequency of determining rates, the process of making payments of interest and other administrative matters) that the Partnership (or its Designee) decides may be appropriate to reflect the adoption of such benchmark replacement in a manner substantially consistent with market practice (or, if the Partnership decides that adoption of any portion of such market practice is not administratively feasible or if the Partnership (or its Designee) determines that no market practice for use of the benchmark replacement exists, in such other manner as the Partnership (or its Designee) determines is reasonably necessary).

Notice of the occurrence of a benchmark transition event and its related benchmark replacement date, the determination of a benchmark replacement and the making of any benchmark conforming changes will be provided by the Partnership (or its Designee) to DTC, the trustee and the calculation agent.

Any determination, decision or election that may be made by the Partnership (or its Designee) in connection with a benchmark transition event or a benchmark replacement as described above, including any determination with respect to a tenor, rate or adjustment or of the occurrence or non-occurrence of an event, circumstance or date and any decision to take or refrain from taking any action or any selection, will be conclusive and binding absent manifest error, may be made in the Partnership’s (or its Designee’s) reasonable discretion, and will become effective without consent from any other party, including the holders of the floating rate notes. None of the Partnership, its Designee, the trustee with respect to the floating rate notes, or the calculation agent, will have any liability for any determination made by or on behalf of the Partnership in connection with a benchmark transition event or a benchmark replacement as described above, and each holder of a floating rate note, by its acceptance of a floating rate note or a beneficial interest in a floating rate note, will be deemed to waive and release

Schedule C-1-9

any and all claims against the Partnership, its Designee, and the trustee with respect to the floating rate notes, or the calculation agent relating to any such determinations.

“LIBOR Currency” means U.S. dollars.

Schedule C-1-10

The definition of “Principal Property” in the section entitled “Description of Notes—Certain Definitions” in the related final prospectus supplement will be removed and replaced in its entirety with the following:

“Principal Property” means, whether currently owned or leased or subsequently acquired, any pipeline, gathering system, terminal, storage facility, processing plant, or other plant or facility located in the United States of America or any territory or political subdivision thereof owned or leased by the Partnership or any of its Subsidiaries and used in the transportation, distribution, terminalling, gathering, treating, processing, marketing, storage or disposal of oil, natural gas, NGLs, propane, or produced water except (1) any property or asset consisting of inventories, furniture, office fixtures and equipment (including data processing equipment), vehicles and equipment used on, or useful with, vehicles (but excluding vehicles that generate transportation revenues), and (2) any such property or asset, plant or terminal which, in the good faith opinion of the Board of Directors of the Operating GP as evidenced by resolutions of the Board of Directors of the Operating GP, is not material in relation to the activities of the Partnership and its Subsidiaries, taken as a whole.

The following will be added to the section entitled “Risk Factors—Risks Related to the Notes” in the related final prospectus supplement:

Uncertainty about the future of LIBOR, the potential discontinuance of LIBOR, and a change to a benchmark replacement for the floating rate notes could adversely affect the market value of the floating rate notes and/or limit your ability to resell them and result in adverse tax consequences for the holders of the floating rate notes.

The chief executive of the United Kingdom Financial Conduct Authority, or the “FCA”, which regulates LIBOR, announced in July 2017 that the FCA intends to stop compelling banks to submit rates for the calculation of LIBOR after 2021. It is unknown whether any banks will continue to voluntarily submit rates for the calculation of LIBOR after 2021 or whether LIBOR will continue to be published by its administrator based on these submissions or on any other basis. It is not possible to predict the effect of these changes, other reforms, the establishment of alternative benchmark rates or a change to a benchmark replacement for the floating rate notes in the United States, the United Kingdom, or elsewhere. The resulting uncertainty could adversely affect the market value of the floating rate notes and/or limit your ability to resell them.

The floating rate notes will accrue interest based on a benchmark. The benchmark will initially be the Three-Month LIBOR Rate (as defined herein), although the benchmark may be changed following the occurrence of a benchmark transition event. Due to the uncertainty regarding the future of LIBOR, we cannot provide any assurances that a new benchmark rate will be representative of market interest rates or consistent with the previously published Three-Month LIBOR Rate during the life of the floating rate notes. If a published Three-Month LIBOR Rate is unavailable at any time prior to the occurrence of a benchmark transition event and its related benchmark replacement date, the Three-Month LIBOR Rate will be determined using the alternative methods stated in “Description of Notes—The Floating Rate Notes—Floating Rate Benchmark; Benchmark Transition Event.” These alternative methods may result in lower interest payments or interest payments that do not otherwise correlate over time with payments that would have been made if the Three-Month LIBOR Rate were available in its current form. The alternative methods may also be subject to factors that make the Three-Month LIBOR Rate impossible or impracticable to determine. If a published Three-Month LIBOR Rate is unavailable at any time prior to the occurrence of a benchmark transition event and its related benchmark replacement date and banks are unwilling to provide quotations, the rate of interest on each floating rate note for an interest period will be the same as the immediately preceding interest period, and could remain the rate of interest for the life of the floating rate notes.

In addition, as described under “Description of Notes—The Floating Rate Notes—Floating Rate Benchmark; Benchmark Transition Event,” the Three-Month LIBOR Rate will be replaced as the benchmark for the floating rate notes following the occurrence of a benchmark transition event and its related benchmark replacement date. The benchmark transition events generally include the making of public statements or publication of information by the administrator of the benchmark, its regulatory supervisor, or certain other governmental authorities that the benchmark will no longer be provided or is no longer representative of underlying market or economic reality. However, we cannot provide any assurances that these events will be sufficient to trigger a change in the benchmark at all times when the then-current benchmark is no longer representative of market interest rates, or that these events will align with similar events in the market generally or in other parts of the financial markets, such as the derivatives market.

Schedule C-1-11

Further, as described under “Description of Notes—The Floating Rate Notes—Floating Rate Benchmark; Benchmark Transition Event,” the benchmark replacement will depend on the availability of various alternative benchmarks at the time of the benchmark transition event, the first of which is term SOFR, the second of which is compounded SOFR, and the last two of which are not currently specified. The Secured Overnight Financing Rate, or “SOFR,” was selected by the Alternative Reference Rates Committee, or “ARRC,” of the Federal Reserve Bank of New York, or the “FRBNY,” as the replacement for LIBOR. However, because SOFR is a secured, risk-free rate, while LIBOR is an unsecured rate reflecting counterparty risk, SOFR is not representative of LIBOR.

The FRBNY started publishing SOFR in April 2018. The FRBNY has also started publishing historical indicative SOFR dating back to 2014, although such historical indicative data inherently involves assumptions, estimates, and approximations. Since the initial publication of SOFR, daily changes in SOFR have, on occasion, been more volatile than daily changes in comparable benchmarks or market rates, including LIBOR, and SOFR over the term of the floating rate notes, may bear little or no relation to the historical actual or historical indicative data.

Moreover, the Three-Month LIBOR Rate is a forward-looking term rate. Term SOFR, which is expected to be a similar forward-looking term rate which will be based on SOFR, is the first alternative among the several benchmark replacements, but currently does not exist and is being developed under the sponsorship of the FRBNY, and we cannot provide any assurances that the development of term SOFR will be completed. If term SOFR is not available as of the benchmark replacement date, the next available benchmark replacement is compounded SOFR. Compounded SOFR is a backward-looking rate generally calculated using actual rates during the interest accrual period, and may be even less representative of the Three-Month LIBOR Rate. In addition, because compounded SOFR for an interest accrual period will be determined just prior to the end of such period, you may be unable to reliably estimate in advance the amount of interest you will receive for such period, which may also adversely affect the price and marketability of such floating rate notes. Finally, if a benchmark replacement other than term SOFR is chosen because term SOFR is not initially available, term SOFR will become the benchmark replacement if it later becomes available, which could lead to further volatility in the interest rate on the floating rate notes.

In order to compensate for these differences in the benchmark, a benchmark replacement adjustment will be included in any benchmark replacement. However, we cannot provide any assurances that any benchmark replacement adjustment will be sufficient to produce the economic equivalent of the then-current benchmark, either at the benchmark replacement date or over the life of the floating rate notes. As a result of each of the foregoing factors, we cannot provide any assurances that the characteristics of any benchmark replacement will be similar to the then-current benchmark that it is replacing, or that any benchmark replacement will produce the economic equivalent of the then-current benchmark that it is replacing.

It is intended that the replacement of the benchmark will not be a taxable event for holders of the floating rate notes. However, we cannot provide any assurances that the IRS (as defined herein) will not take a contrary view. If the IRS treats the replacement of the benchmark as a taxable event, holders of the floating rate notes may be required to recognize taxable gain or loss at that time.

Finally, the Partnership may have discretion in certain elements of the benchmark replacement process, including determining if a benchmark transition event and its related benchmark replacement date has occurred, determining which benchmark replacement is available and, if term SOFR or compounded SOFR is not available, selecting a benchmark replacement, determining the benchmark replacement adjustment, and making benchmark replacement conforming changes. The holders of the floating rate notes will not have any right to approve or disapprove of these changes and will be deemed to have agreed to waive and release any and all claims relating to any such determinations.

For more information about the benchmark for the floating rate notes and the replacement of the benchmark, see “Description of Notes—The Floating Rate Notes—Floating Rate Benchmark; Benchmark Transition Event.”

The Partnership has filed a registration statement (including a prospectus) with the U.S. Securities and Exchange Commission (the “SEC”) for the offering to which this communication relates. Before you invest, you should read the prospectus in that registration statement and other documents the Partnership has filed with the SEC for more complete information about the Partnership and this offering. You may get these documents for free by visiting

Schedule C-1-12

EDGAR on the SEC web site at http://www.sec.gov. Alternatively, the Partnership , any underwriter or any dealer participating in the offering will arrange to send you the prospectus if you request it by calling: Barclays Capital Inc. toll-free at (888) 603-5847; Citigroup Global Markets Inc. toll-free at (800) 831-9146; Deutsche Bank Securities Inc. toll-free at (800) 503-4611; or PNC Capital Markets LLC toll-free at (855) 881-0697.

This Term Sheet is qualified in its entirety by reference to the related preliminary prospectus supplement dated January 7, 2020 (the “Preliminary Prospectus Supplement”). The information in this Term Sheet supplements the Preliminary Prospectus Supplement and supersedes the information in the Preliminary Prospectus Supplement to the extent inconsistent with the information in the Preliminary Prospectus Supplement.

Schedule C-1-13

SCHEDULE C-2

Permitted Free Writing Prospectus

Issuer Free Writing Prospectus included in the Pricing Disclosure Package: Term sheet, dated January 9, 2020, substantially in the form of Schedule C-1.

Schedule C-2-1

EXHIBIT A-1

Form of Opinion of Latham & Watkins LLP

1. The Partnership is a limited partnership under the DRULPA, with limited partnership power and authority to own its properties and to conduct its business as described in the Registration Statement, the Preliminary Prospectus and the Prospectus. With your consent, based solely on certificates from public officials, we confirm that the Partnership is validly existing and in good standing under the laws of the State of Delaware.

2. The General Partner is a limited liability company under the DLLCA, with limited liability company power and authority to own its properties, conduct its business and act as the general partner of the Partnership as described in the Registration Statement, the Preliminary Prospectus and the Prospectus. With your consent, based solely on certificates from public officials, we confirm that the General Partner is validly existing and in good standing under the laws of the State of Delaware.

3. WES is a limited partnership under the DRULPA, with limited partnership power and authority to own its properties, conduct its business and act as the sole member of the General Partner as described in the Registration Statement, the Preliminary Prospectus and the Prospectus. With your consent, based solely on certificates from public officials, we confirm that WES is validly existing and in good standing under the laws of the State of Delaware.

4. WES GP is a limited liability company under the DLLCA, with limited liability company power and authority to own its properties, conduct its business and act as the general partner of WES as described in the Registration Statement, the Preliminary Prospectus and the Prospectus. With your consent, based solely on certificates from public officials, we confirm that WES GP is validly existing and in good standing under the laws of the State of Delaware.

5. The execution, delivery and performance of the Underwriting Agreement have been duly authorized by all necessary limited partnership action of each of the Partnership and WES, and all necessary limited liability company action of the General Partner and WES GP, and the Underwriting Agreement has been duly executed and delivered by each of the Partnership Parties.

6. The Indenture has been qualified under the Trust Indenture Act of 1939, as amended (the “TIA”).

7. The Indenture has been duly authorized by all necessary limited partnership action of the Partnership, and by all necessary limited liability company action of the General Partner, and has been duly executed and delivered by the Partnership, and the Indenture is the legally valid and binding agreement of the Partnership enforceable against the Partnership in accordance with its terms.

8. The Notes have been duly authorized by all necessary limited partnership action of the Partnership and by all necessary limited liability company action of the General Partner and, when duly executed, issued and authenticated in accordance with the terms of the Indenture and

Exhibit A-1

delivered and paid for in accordance with the terms of the Underwriting Agreement, will be legally valid and binding obligations of the Partnership, enforceable against the Partnership in accordance with their terms.

9. The execution and delivery of the Underwriting Agreement and the Indenture by the Partnership and the issuance and sale of the Notes by the Partnership to you and the other Underwriters pursuant to the Underwriting Agreement and the Indenture do not on the date hereof:

(i) violate the provisions of the Governing Documents;

(ii) result in the breach of or a default under any of the Specified Agreements;


(iii)	violate any federal, New York or Texas statute, rule or regulation applicable to the Partnership or the DRULPA or the DLLCA; or


(iv)	require any consents, approvals, or authorizations to be obtained by the Partnership from, or any registrations, declarations or filings to be made by the Partnership with, any governmental authority under any federal, New York or Texas statute, rule or regulation applicable to the Partnership or the DRULPA or the DLLCA on or prior to the date hereof that have not been obtained or made.

10. The Registration Statement has become effective under the Act. With your consent, based solely on a review of a list of stop orders on the Commission’s website at https://www.sec.gov/litigation/stoporders.shtml at 8:00 a.m., Eastern Time, on January [ l ], 2020, we confirm that no stop order suspending the effectiveness of the Registration Statement has been issued under the Act and no proceedings therefor are pending or have been initiated by the Commission. The Preliminary Prospectus has been filed in accordance with Rule 424(b) under the Act, the Prospectus has been filed in accordance with Rule 424(b) and 430B under the Act, and the Specified IFWP has been filed in accordance with Rule 433(d) under the Act.

11. The Registration Statement at January [ l ], 2020, including the information deemed to be a part thereof pursuant to Rule 430B under the Act, and the Prospectus, as of its date, each appeared on their face to be appropriately responsive in all material respects to the applicable form requirements for registration statements on Form S-3 under the Act and the rules and regulations of the Commission thereunder; it being understood, however, that we express no view with respect to Regulation S‑T, Form T-1 or the financial statements, schedules, or other financial data, included in, incorporated by reference in, or omitted from, the Registration Statement or the Prospectus. For purposes of this paragraph, we have assumed that the statements made in the Registration Statement and the Prospectus are correct and complete.

12. The statements in the Preliminary Prospectus, taken together with the Specified IFWP, and the Prospectus under the captions “Description of the Notes” and “Description of WES Operating Debt Securities,” insofar as they purport to constitute a summary of the terms of the Notes or the Indenture, are accurate descriptions or summaries in all material respects.

13. The Partnership is not, and immediately after giving effect to the sale of the Notes in accordance with the Underwriting Agreement and the application of the proceeds as described in the Preliminary Prospectus, taken together with the Specified IFWP, and the Prospectus under

Exhibit A-2

the caption “Use of Proceeds,” will not be required to be, registered as an “investment company” within the meaning of the Investment Company Act of 1940, as amended.

EXHIBIT A-2

Form of Negative Assurance Letter of Latham & Watkins LLP

The primary purpose of our professional engagement was not to establish or confirm factual matters or financial or quantitative information. Therefore, we are not passing upon and do not assume any responsibility for the accuracy, completeness or fairness of the statements contained in, or incorporated by reference in, the Registration Statement, the Preliminary Prospectus, the Specified IFWP, the Prospectus or the Incorporated Documents (except to the extent expressly set forth in the numbered paragraph 12 of our letter to you of even date and in our letter to you of even date with respect to certain tax matters), and have not made an independent check or verification thereof (except as aforesaid). However, in the course of acting as special counsel to the Partnership in connection with the preparation by the Partnership of the Preliminary Prospectus, the Specified IFWP and the Prospectus, we reviewed the Registration Statement, the Preliminary Prospectus, the Specified IFWP, the Prospectus and the Incorporated Documents, and participated in conferences and telephone conversations with officers of the general partner of the Partnership’s general partner and other representatives of the Partnership, the independent public accountants for the Partnership, your representatives, and your counsel, during which conferences and conversations the contents of the Registration Statement, the Preliminary Prospectus, the Specified IFWP and the Prospectus (and portions of certain of the Incorporated Documents) and related matters were discussed. We also reviewed and relied upon certain corporate records and documents, letters from counsel and accountants, and oral and written statements of officers and other representatives of the Partnership and others as to the existence and consequence of certain factual and other matters.

Based on our participation, review and reliance as described above, we advise you that no facts came to our attention that caused us to believe that:

•

the Registration Statement,at the time it became effective on January [ l ], 2020, including the information deemed to be a part of the Registration Statement pursuant to Rule 430B under the Act (together with the Incorporated Documents at that time),contained an untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein not misleading;


•	the Preliminary Prospectus, as of [ l ] P.M., Eastern Time, on January [ l ], 2020 (together with the Incorporated Documents at that time and the Specified IFWP), contained an untrue statement of a material fact or omitted to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; or


•	the Prospectus, as of its date or as of the date hereof (together with the Incorporated Documents at those dates), contained or contains an untrue statement of a material fact or omitted or omits to state a material fact necessary

Exhibit A-3

to make the statements therein, in the light of the circumstances under which they were made, not misleading;

it being understood that we express no belief with respect to the financial statements, schedules, or other financial data included or incorporated by reference in, or omitted from, the Registration Statement, the Preliminary Prospectus, the Specified IFWP, the Prospectus, the Incorporated Documents or the Form T-1.

Exhibit A-4

EXHIBIT A-3

Form of Tax Opinion of Latham & Watkins LLP

Based on such facts and subject to the qualifications, assumptions and limitations set forth herein and in the Registration Statement, the Prospectus and the Pricing Disclosure Package, we hereby confirm that the statements in the Pricing Disclosure Package and the Prospectus under the caption “Material U.S. Federal Income Tax Consequences,” insofar as such statements purport to constitute summaries of United States federal income tax law and regulations or legal conclusions with respect thereto, constitute accurate summaries of the matters described therein in all material respects.

Exhibit A-5

EXHIBIT B

Officers’ Certificate of the Partnership and WES

January 13, 2020

Each of the undersigned, (a) Michael P. Ure, President and Chief Executive Officer of (i) Western Midstream Operating GP, LLC (formerly known as Western Gas Holdings, LLC), a Delaware limited liability company (the “General Partner”), which is the general partner of Western Midstream Operating, LP (formerly known as Western Gas Partners, LP), a Delaware limited partnership (the “Partnership” and, together with the General Partner, the “Western Operating Parties”), and (ii) Western Midstream Holdings, LLC, a Delaware limited liability company (“WES GP”), which is the general partner of Western Midstream Partners, LP (formerly known as Western Gas Equity Partners, LP), a Delaware limited partnership (“WES” and, together with WES GP, the “WES Parties”, and, collectively with the Western Operating Parties, the “Western Parties”), and (b) Michael C. Pearl, Senior Vice President and Chief Financial Officer of (i) the General Partner, on behalf of the Partnership, and (ii) the WES General Partner, on behalf of WES, does hereby certify, in such capacity and not in an individual capacity, pursuant to Section 6(k) of that certain Underwriting Agreement dated January 9, 2020 (the “Underwriting Agreement”) among the General Partner, the Partnership, WES GP and WES, and, on behalf of the several Underwriters named therein, Barclays Capital Inc., Citigroup Global Markets Inc., Deutsche Bank Securities Inc. and PNC Capital Markets LLC, that as of the date first set forth above:

1. He has reviewed the Registration Statement, each Preliminary Prospectus, the Prospectus and each Permitted Free Writing Prospectus, if any.

2. The representations and warranties of the Western Parties as set forth in the Underwriting Agreement are true and correct as of the date hereof and as if made on the date hereof.

3. The Western Parties have performed all of their obligations under the Underwriting Agreement as are to be performed at or before the date hereof.

4. The conditions set forth in Section 6(i) of the Underwriting Agreement have been met.

5. From the time of execution of the Underwriting Agreement to and including the date hereof, no material adverse change, or any developments that are reasonably likely to result in, individually or in the aggregate, a material adverse change, in the business, assets, management, condition (financial or otherwise), prospects or results of operations of the Partnership Entities, taken as a whole, has or have occurred.

6. Each of (i) Latham & Watkins LLP and (ii) Gibson, Dunn & Crutcher LLP is entitled to rely on this certificate in connection with the opinion such firm is rendering pursuant to Section 6 of the Underwriting Agreement. Capitalized terms used herein without definition shall have the respective meanings ascribed to them in the Underwriting Agreement.

[Signature page follows.]

Exhibit B-1

IN WITNESS WHEREOF, the undersigned have hereunto set their hands on the date first set forth above.



	WESTERN MIDSTREAM OPERATING, LP

	By:	Western Midstream Operating GP, LLC, its general partner


	Name:	Michael P. Ure
	Title:	President and Chief Executive Officer


	Name:	Michael C. Pearl
	Title:	Senior Vice President and Chief Financial Officer



	WESTERN MIDSTREAM PARTNERS, LP

	By:	Western Midstream Holdings, LLC, its general partner


	Name:	Michael P. Ure
	Title:	President and Chief Executive Officer


	Name:	Michael C. Pearl
	Title:	Senior Vice President and Chief Financial Officer

Exhibit B-2

EXHIBIT 4.1

Execution Version

WESTERN MIDSTREAM OPERATING, LP,
as Issuer

$300,000,000 FLOATING RATE NOTES DUE 2023

$1,000,000,000 3.100% SENIOR NOTES DUE 2025

$1,200,000,000 4.050% SENIOR NOTES DUE 2030

$1,000,000,000 5.250% SENIOR NOTES DUE 2050

ELEVENTH

SUPPLEMENTAL

INDENTURE

Dated as of January 13, 2020

WELLS FARGO BANK, NATIONAL ASSOCIATION,
as Trustee

TABLE OF CONTENTS



			Page

ARTICLE I.			1
	Section 1.01	Establishment	1

ARTICLE II. DEFINITIONS AND INCORPORATION BY REFERENCE			2
	Section 2.01	Definitions	2
	Section 2.02	Other Definitions	10

ARTICLE III. THE NOTES			11
	Section 3.01	Form	11
	Section 3.02	Issuance of Additional Notes	11
	Section 3.03	Global Security Legend	11

ARTICLE IV. REDEMPTION AND PREPAYMENT			12
	Section 4.01	Optional Redemption	12

ARTICLE V. COVENANTS			13
	Section 5.01	Limitations on Liens	13
	Section 5.02	Restriction of Sale-Leaseback Transactions	15
	Section 5.03	Reports	16
	Section 5.04	Future Subsidiary Guarantors	16
	Section 5.05	Consolidation, Merger, Conveyance or Transfer of Subsidiary Guarantors	16
	Section 5.06	Offer to Repurchase Upon a Change of Control Triggering Event	17

ARTICLE VI. SUCCESSORS			21
	Section 6.01	Consolidation and Mergers of the Partnership	21

ARTICLE VII. LEGAL DEFEASANCE AND COVENANT DEFEASANCE			22
	Section 7.01	Covenant Defeasance	22

ARTICLE VIII. FUTURE GUARANTEES			22
	Section 8.01	Release of Guarantees	22

ARTICLE IX. MISCELLANEOUS			22
	Section 9.01	Integral Part	22
	Section 9.02	Adoption, Ratification and Confirmation	22
	Section 9.03	Counterparts	23
	Section 9.04	The Trustee	23
	Section 9.05	Governing Law	23



EXHIBIT A-1:	Form of Global Security – Floating Rate Notes due 2023
EXHIBIT A-2:	Form of Global Security – 3.100% Senior Notes due 2025
EXHIBIT A-3:	Form of Global Security – 4.050% Senior Notes due 2030
EXHIBIT A-4:	Form of Global Security – 5.250% Senior Notes due 2050
EXHIBIT B:	Form of Notation of Guarantee

ELEVENTH SUPPLEMENTAL INDENTURE dated as of January 13, 2020 (this “Supplemental Indenture”) between WESTERN MIDSTREAM OPERATING, LP, a Delaware limited partnership (the “Partnership”), and WELLS FARGO BANK, NATIONAL ASSOCIATION, as trustee (the “Trustee”).

W I T N E S S E T H:

WHEREAS, the Partnership and certain subsidiaries of the Partnership have heretofore entered into an Indenture, dated as of May 18, 2011 (the “Base Indenture”), with Wells Fargo Bank, National Association, as trustee;

WHEREAS, the Base Indenture, as supplemented by this Supplemental Indenture, is herein called the “Indenture”;

WHEREAS, under the Base Indenture, one or more new series of Debt Securities may at any time be established by the Board of Directors of the general partner of the Partnership in accordance with the provisions of the Base Indenture and the form and terms of any such series may be established by a supplemental indenture executed by the Partnership and the Trustee;

WHEREAS, the Partnership proposes to create under the Indenture four new series of Debt Securities;

WHEREAS, additional Debt Securities of other series hereafter established, except as may be limited in the Base Indenture as at the time supplemented and modified, may be issued from time to time pursuant to the Base Indenture as at the time supplemented and modified; and

WHEREAS, all conditions necessary to authorize the execution and delivery of this Supplemental Indenture and to make it a valid and binding obligation of the Partnership have been done or performed.

NOW, THEREFORE, in consideration of the agreements and obligations set forth herein and for other good and valuable consideration, the sufficiency of which is hereby acknowledged, the parties hereto hereby agree as follows:

ARTICLE I.

Section 1.01 Establishment. (a) There are hereby established four new series of Debt Securities to be issued under the Indenture, to be designated as (i) the Partnership’s Floating Rate Notes due 2023 (the “Floating Rate Notes”), (ii) the Partnership’s 3.100% Senior Notes due 2025 (the “2025 Notes”), (iii) the Partnership’s 4.050% Senior Notes due 2030 (the “2030 Notes”) and (iv) the Partnership’s 5.250% Senior Notes due 2050 (the “2050 Notes” and, together with the Floating Rate Notes, the 2025 Notes and the 2030 Notes, the “Notes”).

(b) There are to be authenticated and delivered $300,000,000 aggregate principal amount of Floating Rate Notes, $1,000,000,000 aggregate principal amount of 2025 Notes, $1,200,000,000 aggregate principal amount of 2030 Notes and $1,000,000,000 aggregate principal amount of 2050 Notes on the date hereof, and from time to time thereafter there may be authenticated and delivered an unlimited principal amount of Additional Notes.

(c) The Floating Rate Notes, the 2025 Notes, the 2030 Notes and the 2050 Notes shall be issued initially in the form of Global Securities, in substantially the form set out in Exhibit A-1, Exhibit A-2, Exhibit A-3 and Exhibit A-4 hereto, respectively. The Depositary with respect to the Notes shall be The Depository Trust Company.

(d) Each Note shall be dated the date of authentication thereof and shall bear interest from the date of original issuance thereof or from the most recent date to which interest has been paid or duly provided for.

(e) If and to the extent that the provisions of the Base Indenture are duplicative of, or in contradiction with, the provisions of this Supplemental Indenture, the provisions of this Supplemental Indenture shall govern.

(f) Unless the context indicates otherwise, the word “will” expresses a command.

ARTICLE II.

DEFINITIONS AND INCORPORATION BY REFERENCE

Section 2.01 Definitions. All capitalized terms used herein and not otherwise defined below shall have the meanings ascribed thereto in the Base Indenture. The following are additional definitions used in this Supplemental Indenture:

“Acquirer” has the meaning assigned to such term in the definition of “Permitted Transaction.”

“Beneficial Owner” has the meaning assigned to such term in Rule 13d-3 and Rule 13d-5 under the Exchange Act, except that in calculating the beneficial ownership of any particular “person” (as that term is used in Section 13(d)(3) of the Exchange Act), such “person” will be deemed to have beneficial ownership of all securities that such “person” has the right to acquire by conversion or exercise of other securities, whether such right is currently exercisable or is exercisable only upon the occurrence of a subsequent condition. The terms “Beneficially Owns” and “Beneficially Owned” have correlative meanings.

“Board Resolution” means a copy of a resolution certified by the Secretary or an Assistant Secretary of the applicable Person to have been duly adopted by the Board of Directors of such Person and to be in full force and effect on the date of such certification, and delivered to the Trustee.

“Capital Stock” means: (1) in the case of a corporation, corporate stock; (2) in the case of an association or business entity, any and all shares, interests, participations, rights or other equivalents (however designated) of corporate stock; (3) in the case of a partnership or limited liability company, partnership interests (whether general or limited) or membership interests; and (4) any other interest or participation that confers on a Person the right to receive a share of the profits and losses of, or distributions of assets of, the issuing Person (excluding debt securities convertible into or exchangeable for Capital Stock).

“Change of Control” means the occurrence of any of the following:

(1) the direct or indirect sale, lease, transfer, conveyance or other disposition (other than by way of merger or consolidation), in one or a series of related transactions, of all or substantially all of the properties or assets (including Capital Stock of the Subsidiaries of the Parent) of the Parent and its Subsidiaries taken as a whole, to any “person” (as that term is used in Section 13(d)(3) of the Exchange Act);

(2) the consummation of any transaction (including any merger or consolidation), the result of which is that any “person” (as that term is used in Section 13(d)(3) of the Exchange Act), excluding the Qualifying Owners, becomes the Beneficial Owner, directly or indirectly, of more than 50% of the Voting Stock of the Parent, the General Partner or the Operating GP, measured by voting power rather than number of shares, units or the like; or

(3) following a Permitted General Partner Removal or a Permitted Transaction, an event or series of events by which:

A. at any time prior to consummation of an initial public offering by the General Partner, if applicable, either (i) the Permitted Holders shall cease to Beneficially Own and control more than 50% on a fully diluted basis of the voting interest in the Equity Interests of the General Partner or (ii) the General Partner shall cease to be the sole general partner of the Parent;

B. at any time on or after consummation of an initial public offering by the General Partner, either (i) any “person” or “group” (as such terms are used in Sections 13(d) and 14(d) of the Exchange Act) but excluding any employee benefit plan of such person or its Subsidiaries, and any person or entity acting in its capacity as trustee, agent or other fiduciary or administrator of any such plan) other than Permitted Holders, becomes the Beneficial Owner of thirty-five percent (35%) or more on a fully diluted basis of the voting interest in the Equity Interests of the General Partner or (ii) the General Partner shall cease to be the sole general partner of the Parent; or

C. a majority of the seats (other than vacant seats) on the board of directors (or other equivalent governing body) of the General Partner shall not constitute Continuing Directors;

provided, however, that neither a Permitted General Partner Removal nor a Permitted Transaction shall constitute a Change of Control.

Notwithstanding the preceding, a conversion of the Parent or any of its Subsidiaries from a limited partnership, corporation, limited liability company or other form of entity to a limited liability company, corporation, limited partnership or other form of entity or an exchange of all of the outstanding Equity Interests in one form of entity for Equity Interests in another form of entity shall not constitute a Change of Control, so long as following such conversion or exchange the “persons” (as that term is used in Section 13(d)(3) of the Exchange Act) who Beneficially Owned the Capital Stock of the Parent immediately prior to such transactions continue to Beneficially Own in the aggregate more than 50% of the Voting Stock of such entity, or continue to Beneficially Own sufficient Equity Interests in such entity to elect a majority of its directors, managers, trustees or other persons serving in a similar capacity for such entity or its general partner, as applicable, and, in either case no “person” Beneficially Owns more than 50% of the Voting Stock of such entity or its general partner, as applicable.

“Change of Control Triggering Event” means the Notes cease to be rated Investment Grade by at least two of the three Rating Agencies on any date during the period (the “Trigger Period”) commencing on the earlier of (1) the first public announcement by us of any Change of Control (or pending Change of Control) and (2) such Change of Control and ending 60 days following consummation of such Change of Control (which Trigger Period will be extended following consummation of a Change of Control for so long as any of the Rating Agencies has publicly announced that it is considering a possible ratings change). If a Rating Agency is not providing a rating for the Notes at the commencement of any Trigger Period, the Notes will be deemed to have ceased to be rated Investment Grade by such Rating Agency during that Trigger Period. Notwithstanding the foregoing, no Change of Control Triggering Event will be deemed to have occurred in connection with any particular Change of Control unless and until such Change of Control has actually been consummated.

“Comparable Treasury Issue” means the United States Treasury security selected by the Quotation Agent as having a maturity comparable to the remaining term of the Notes to be redeemed, calculated as if the maturity date of the Notes of such series were the applicable Par Call Date (the “Remaining Life”) that would be utilized, at the time of selection and in accordance with customary financial practice, in pricing new issues of corporate debt securities of comparable maturity to the Remaining Life of such Notes; provided, however, that if no maturity is within three months before or after the applicable Par Call Date, yields for the two published maturities most closely corresponding to such United States Treasury security will be determined and the Treasury Rate will be interpolated or extrapolated from those yields on a straight line basis rounding to the nearest month.

“Comparable Treasury Price” means, with respect to any redemption date for Notes, (1) the average of four Reference Treasury Dealer Quotations for such redemption date after

excluding the highest and lowest of all of the Reference Treasury Dealer Quotations or (2) if the Quotation Agent obtains fewer than four such Reference Treasury Dealer Quotations, the average of all such quotations.

“Consolidated Net Tangible Assets” means at any date of determination, the total amount of consolidated assets of the Partnership and its Subsidiaries after deducting therefrom (1) all current liabilities (excluding (a) any current liabilities that by their terms are extendable or renewable at the option of the obligor thereon to a time more than 12 months after the time as of which the amount thereof is being computed and (b) current maturities of long-term debt), and (2) the value (net of any applicable reserves) of all goodwill, trade names, trademarks, patents and other like intangible assets, all as set forth, or on a pro forma basis would be set forth, on the consolidated balance sheet of the Partnership and its Subsidiaries for the most recently completed fiscal quarter, prepared in accordance with generally accepted accounting principles in the United States.

“Continuing Directors” means the directors (or equivalent governing body) of the General Partner, as of the date of and after giving effect to a Permitted Transaction or a Permitted General Partner Removal, and each other director (or equivalent) of the General Partner, if, in each case, such other Person’s nomination for election to the board of directors (or equivalent governing body) of the General Partner is approved by at least 51% of the then Continuing Directors or such other director (or equivalent) receives the vote of (a) the Acquirer (with respect to any Permitted Transaction) or (b) the GP Owner (with respect to any Permitted General Partner Removal) in his or her election by shareholders (or equivalent) of the General Partner.

“Debt” of any Person means, without duplication, (1) all indebtedness of such Person for borrowed money (whether or not the recourse of the lender is to the whole of the assets of such Person or only to a portion thereof), (2) all obligations of such Person evidenced by bonds, debentures, notes or other similar instruments, (3) all obligations of such Person in respect of letters of credit or other similar instruments (or reimbursement obligations with respect thereto), other than standby letters of credit, performance bonds and other obligations issued by or for the account of such Person in the ordinary course of business, to the extent not drawn or, to the extent drawn, if such drawing is reimbursed not later than the third Business Day following demand for reimbursement, (4) all obligations of such Person to pay the deferred and unpaid purchase price of property or services, except trade payables and accrued expenses incurred in the ordinary course of business, (5) all capitalized lease obligations of such Person, (6) all Debt of others secured by a Lien on any asset of such Person, whether or not such Debt is assumed by such Person (provided that if the obligations so secured have not been assumed in full by such Person or are not otherwise such Person’s legal liability in full, then such obligations shall be deemed to be in an amount equal to the greater of (a) the lesser of (i) the full amount of such obligations and (ii) the fair market value of such assets, as determined in good faith by the Board of Directors of such Person, which determination shall be evidenced by a Board Resolution, and (b) the amount of obligations as have been assumed by such Person or which are otherwise such

Person’s legal liability), and (7) all Debt of others (other than endorsements in the ordinary course of business) guaranteed by such Person to the extent of such guarantee.

“Equity Interests” means Capital Stock and all warrants, options or other rights to acquire Capital Stock (but excluding any debt security that is convertible into, or exchangeable for, Capital Stock).

“Fitch” means Fitch Ratings, Inc. and its successors.

“General Partner” means Western Midstream Holdings, LLC, a Delaware limited liability company, and its successors and permitted assigns as general partner of the Parent or as the business entity with the ultimate authority to manage the business and operations of the Parent.

“GP Owner” has the meaning assigned to such term in the definition of “Permitted General Partner Removal.”

“guarantee” means a guarantee other than by endorsement of negotiable instruments for collection in the ordinary course of business, director or indirect, in any manner including, without limitation, by way of a pledge of assets or through letters of credit or reimbursement agreements in respect thereof, of all or any part of any Debt. When used as a verb, “guarantee” has a correlative meaning.

“Guarantee” means any guarantee by a Subsidiary Guarantor of the Partnership’s obligations under the Indenture and on the Notes.

“Investment Grade” means a rating of BBB- or better by Fitch (or its equivalent under any successor rating category of Fitch), Baa3 or better by Moody’s (or its equivalent under any successor rating category of Moody’s) and a rating of BBB- or better by S&P (or its equivalent under any successor rating category of S&P), and the equivalent investment grade credit rating from any replacement rating agency or rating agencies selected by us under the circumstances permitting us to select a replacement agency.

“Moody’s” means Moody’s Investors Service, Inc., and its successors.

“obligations” means any principal, premium, if any, interest (including interest accruing on or after the filing of any petition in bankruptcy or for reorganization, whether or not a claim for post-filing interest is allowed in such proceeding), penalties, fees, charges, expenses, indemnifications, reimbursement obligations, damages, guarantees, and other liabilities or amounts payable under the documentation governing any Debt or in respect thereto.

“Operating GP” means Western Midstream Operating GP, LLC.

“Par Call Date” means January 1, 2025 for the 2025 Notes (one month prior to the maturity date thereof), November 1, 2029 for the 2030 Notes (three months prior to the maturity date thereof) or August 1, 2049 for the 2050 Notes (six months prior to the maturity date thereof).

“Parent” means Western Midstream Partners, LP.

“Person” means any individual, corporation, partnership, joint venture, joint stock company, association, trust, unincorporated organization, limited liability company, government or any agency or political subdivision thereof or any other entity.

“Permitted General Partner Removal” means any transaction pursuant to which the General Partner ceases to be the sole general partner of the Parent as a result of the removal of the General Partner by the limited partners of the Parent in accordance with the organizational documents of the Parent in effect at the time of such removal, and following such transaction:

(1)The successor General Partner (the “Successor GP”) and any entity that controls the Successor GP (the “GP Owner”) is a corporation, company, partnership or trust, organized and existing under the laws of the United States of America, any State thereof or the District of Columbia;

(2)The GP Owner is a Qualified Operator, to the extent the GP Owner will, as a result of such transaction, become the operator of the Parent;

(3)Both immediately before and immediately following such transaction, no event of default or default shall have occurred and be continuing; and

(4)The Successor GP is the sole general partner of the Parent.

“Permitted Holders” means (a) with respect to any Permitted General Partner Removal, the GP Owner and (b) with respect to any Permitted Transaction, the Acquirer and, in each case, each of its affiliates excluding any operating portfolio companies of any of the foregoing.

“Permitted Transaction” means any transaction (other than a Permitted General Partner Removal) following which:

(1) The entity (the “Acquirer”) that controls the General Partner is a corporation, company, partnership or trust, organized and existing under the laws of the United States of America, any State thereof or the District of Columbia;

(2) The Acquirer is a Qualified Operator, to the extent the Acquirer will, as a result of such transaction, become the operator of the Parent;

(3) Immediately after giving effect to such transaction, the Partnership’s senior unsecured non-credit enhanced publicly-held indebtedness shall be Investment Grade by at least two of the three Rating Agencies;

(4) Both immediately before and immediately following such transaction, no event of default or default shall have occurred and be continuing; and

(5) The General Partner is the sole general partner of the Parent.

“Primary Treasury Dealer” means a U.S. government securities dealer in The City of New York.

“Principal Property” means, whether currently owned or leased or subsequently acquired, any pipeline, gathering system, terminal, storage facility, processing plant, or other plant or facility located in the United States of America or any territory or political subdivision thereof owned or leased by the Partnership or any of its Subsidiaries and used in the transportation, distribution, terminalling, gathering, treating, processing, marketing, storage or disposal of oil, natural gas, natural gas liquids, propane, or produced water except (1) any property or asset consisting of inventories, furniture, office fixtures and equipment (including data processing equipment), vehicles and equipment used on, or useful with, vehicles (but excluding vehicles that generate transportation revenues), and (2) any such property or asset, plant or terminal which, in the good faith opinion of the Board of Directors of the Operating GP as evidenced by resolutions of the Board of Directors of the Operating GP, is not material in relation to the activities of the Partnership and its Subsidiaries, taken as a whole.

“Principal Subsidiary” means any of the Partnership’s Subsidiaries that owns or leases, directly or indirectly, a Principal Property.

“Qualified Operator” means any Person (either itself or through a management team) with substantial experience as an owner or operator of (a) a similar business to that conducted or proposed to be conducted by the Partnership or any of its Subsidiaries on the date of the indenture and any reasonable extension thereof or (b) any business or other activities that are reasonably similar, ancillary, incidental, complementary or related to, or a reasonable extension, development or expansion of, the business in which the Partnership and its Subsidiaries are engaged or propose to be engaged on the date of the Indenture.

“Qualifying Owners” means the collective reference to (i) Parent and WGR; and (ii) any Person controlled by any of the Persons described in clause (i).

“Quotation Agent” means the Reference Treasury Dealer appointed by the Partnership.

“Rating Agencies” means Fitch, Moody’s and S&P or, if Fitch, Moody’s or S&P (or one or more of such agencies) shall not make a rating of the Notes publicly available, a nationally

recognized statistical rating agency or agencies, as the case may be, selected by the Company, which shall be substituted for Fitch, Moody’s or S&P (or one or more of such agencies), as the case may be.

“Reference Treasury Dealer” means each of Barclays Capital Inc., Citigroup Global Markets Inc. and Deutsche Bank Securities Inc. and their respective successors unless any of them ceases to be a primary U.S. government securities dealer in New York City at the relevant time and, if it is not then a Primary Treasury Dealer, then a Primary Treasury Dealer selected by it; provided that if any of the foregoing shall not be a Primary Treasury Dealer at such time and shall fail to select a Primary Treasury Dealer, then the Partnership will substitute therefor another Primary Treasury Dealer.

“Reference Treasury Dealer Quotation” means, with respect to each Reference Treasury Dealer and any redemption date, the average, as determined by the Quotation Agent, of the bid and asked prices for the Comparable Treasury Issue (expressed in each case as a percentage of its principal amount) quoted in writing to the Quotation Agent by such Reference Treasury Dealer at 5:00 p.m., New York City time, on the third Business Day preceding the redemption date.

“Revolving Credit Facility” means the Third Amended and Restated Revolving Credit Agreement, dated as of February 15, 2018, among the Partnership, Wells Fargo Bank, National Association, as the administrative agent and the lenders party thereto, as amended, restated, refinanced, replaced or refunded from time to time.

“S&P” means Standard & Poor’s Financial Services LLC and its successors.

“Sale-Leaseback Transaction” means the sale or transfer by the Partnership or any Principal Subsidiary of any Principal Property to a Person (other than the Partnership or a Principal Subsidiary) and the taking back by the Partnership or any Principal Subsidiary, as the case may be, of a lease of such Principal Property.

“Subsidiary” means, as to any Person, (1) any corporation, association or other business entity (other than a partnership or limited liability company) of which more than 50% of the outstanding capital stock having ordinary voting power is at the time owned or controlled, directly or indirectly, by such Person or one or more of the other Subsidiaries of such Person or (2) any general or limited partnership or limited liability company, (a) the sole general partner or member of which is the Person or a Subsidiary of the Person or (b) if there is more than one general partner or member, either (i) the only managing general partners or managing members of such partnership or limited liability company are such Person or Subsidiaries of such Person or (ii) such Person owns or controls, directly or indirectly, a majority of the outstanding general partner interests, member interests or other voting equities of such partnership or limited liability company, respectively.

“Subsidiary Guarantors” means any Subsidiary of the Partnership that becomes a Subsidiary Guarantor in accordance with the provisions of the Indenture.

“Successor GP” has the meaning assigned to such term in the definition of “Permitted General Partner Removal.”

“Treasury Rate” means, with respect to any redemption date, the rate per year equal to the semiannual equivalent yield to maturity of the Comparable Treasury Issue, calculated using a price for the Comparable Treasury Issue (expressed as a percentage of its principal amount) equal to the Comparable Treasury Price for such redemption date. The Partnership shall calculate the Treasury Rate on the third Business Day preceding any redemption date and notify the Trustee in writing of the Treasury Rate prior to the redemption.

“Trigger Period” has the meaning assigned to such term in the definition of “Change of Control Triggering Event.”

“Voting Stock” of any Person as of any date means the Capital Stock of such Person that is at the time entitled (without regard to the occurrence of any contingency) to vote in the election of the board of directors of such Person.

“WGR” means Western Gas Resources, Inc., the sole member of the General Partner.

Section 2.02 Other Definitions.



Term	Defined in Section
“2025 Notes”	1.01(a)
“2030 Notes”	1.01(a)
“2050 Notes”	1.01(a)
“Additional Notes”	3.02
“Alternate Offer”	5.06(e)
“Base Indenture”	Recitals
“Change of Control Offer”	5.06(a)
“Change of Control Payment”	5.06(a)
“Change of Control Purchase Date”	5.06(a)(ii)
“Change of Control Settlement Date”	5.06(a)
“Exchange Act”	5.03(a)
“Floating Rate Notes”	1.01(a)
“Indenture”	Recitals
“Lien”	5.01
“Notes”	1.01(a)
“Partnership”	Preamble
“SEC”	5.03(a)
“Supplemental Indenture”	Preamble
“Trustee”	Preamble

ARTICLE III.
THE NOTES

Section 3.01 Form. The Notes shall be issued initially in the form of Global Securities. The Notes will be issued in denominations of $2,000 and integral multiples of $1,000 in excess thereof. The Notes and Trustee’s certificate of authentication shall be substantially in the form of Exhibit A-1 hereto in the case of the Floating Rate Notes, Exhibit A-2 hereto in the case of the 2025 Notes, Exhibit A-3 hereto in the case of the 2030 Notes and Exhibit A-4 hereto in the case of the 2050 Notes, in each case the terms of which are incorporated in and made a part of this Supplemental Indenture, and the Partnership and the Trustee, by their execution and delivery of this Supplemental Indenture, expressly agree to such terms and provisions and to be bound thereby. To further evidence any future Guarantee that may be issued pursuant to Section 5.04 of this Supplemental Indenture, a notation relating to such Guarantee, substantially in the form attached hereto as Exhibit B, shall be endorsed on each Note authenticated and delivered by the Trustee and executed by either manual or facsimile signature of an officer of such Subsidiary Guarantor, or in the case of a Subsidiary Guarantor that is a limited partnership, an officer of the general partner of such Subsidiary Guarantor.

Section 3.02 Issuance of Additional Notes. The Partnership may, from time to time, without notice to or the consent of the Holders of any series of the Notes or the Trustee, increase the principal amount of all or any series of Notes under the Indenture and issue such increased principal amount (or any portion thereof), in which case any additional Notes (“Additional Notes”) so issued will have the same form and terms (other than the date of issuance, the price to the public and, under certain circumstances, the date from which interest thereon will begin to accrue and the initial interest payment date), and will carry the same right to receive accrued and unpaid interest, as the applicable Notes of such series previously issued, and such Additional Notes will form a single series with such Notes for all purposes under the Indenture.

Section 3.03 Global Security Legend. Each Global Security shall bear a legend in substantially the following form:

UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), NEW YORK, NEW YORK, TO THE PARTNERSHIP OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO., OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.

TRANSFERS OF THIS GLOBAL SECURITY SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO NOMINEES OF DTC OR TO A SUCCESSOR THEREOF OR SUCH SUCCESSOR’S NOMINEE AND TRANSFERS OF PORTIONS OF THIS GLOBAL SECURITY SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS SET FORTH IN THE INDENTURE REFERRED TO HEREIN.

ARTICLE IV.
REDEMPTION AND PREPAYMENT

Section 4.01 Optional Redemption.

(a) The Partnership may redeem the 2025 Notes, the 2030 Notes and the 2050 Notes in whole or in part at any time before the applicable Par Call Date, at a redemption price equal to the greater of (1) 100% of the principal amount of the Notes of such series to be redeemed and (2) the sum of the present values of the remaining scheduled payments of principal and interest on such Notes that would have been due if such Notes matured on the applicable Par Call Date (exclusive of interest accrued to the redemption date) discounted to the redemption date on a semiannual basis (assuming a 360-day year consisting of twelve 30-day months) at the Treasury Rate plus 25 basis points (with respect to the 2025 Notes), 35 basis points (with respect to the 2030 Notes) or 45 basis points (with respect to the 2050 Notes), plus, in either case, accrued interest, if any, on the principal amount being redeemed to such redemption date. On or after the applicable Par Call Date, the 2025 Notes, the 2030 Notes or the 2050 Notes will be redeemable and repayable, at the Partnership’s option, at any time in whole, or from time to time in part, at a price equal to 100% of the principal amount of the Notes of such series to be redeemed plus accrued interest on the Notes of such series to be redeemed to the date of redemption.

(b) If fewer than all of the 2025 Notes, the 2030 Notes or the 2050 Notes are to be redeemed at any time, the Notes of such series will be selected for redemption by the Trustee on a pro rata basis, by lot or by such other method as the Trustee deems appropriate (or, in the case of Notes represented by a Note in global form, by such method as DTC may require); provided that no partial redemption of any Note will occur if such redemption would reduce the principal amount of such Note to less than $2,000. Notices of redemption with respect to the Notes of either series shall be sent at least 15 but not more than 60 days before the redemption date to each holder of Notes of such series to be redeemed at its registered address.

(c) If any Note is to be redeemed in part only, the notice of redemption that relates to such Note shall state the portion of the principal amount thereof to be redeemed. A new Note in principal amount equal to the unredeemed portion thereof will be issued in the name of the holder thereof upon cancellation of the original Note. Notes called for redemption will become due on the date fixed for redemption. Unless the Partnership defaults in payment of the redemption price, on and after the redemption date, interest will cease to accrue on the Notes or portions of the Notes called for redemption.

(d) The provisions of Article III of the Base Indenture in respect of the Notes shall apply to any optional redemption of the Notes except when such provisions conflict with the foregoing.

ARTICLE V.
COVENANTS

The following covenants, in addition to the covenants set forth in Article IV of the Base Indenture, shall apply to the Notes:

Section 5.01 Limitation on Liens. While any of the Notes remain outstanding, the Partnership will not, and will not permit any of its Principal Subsidiaries to, create, or permit to be created or to exist, any mortgage, lien, pledge, security interest, charge, adverse claim, or other encumbrance (“Lien”) upon any Principal Property of the Partnership or any of its Principal Subsidiaries, or upon any equity interests of any Principal Subsidiary, whether such Principal Property is, or equity interests are, owned on or acquired after the date of the Indenture, to secure any Debt, unless the Notes then outstanding are equally and ratably secured by such Lien for so long as any such Debt is so secured, other than:

(a) purchase money mortgages, or other purchase money Liens of any kind upon property acquired by the Partnership or any Principal Subsidiary after the date of the Indenture, or Liens of any kind existing on any property or any equity interests at the time of the acquisition thereof (including Liens that exist on any property or any equity interests of a Person that is consolidated with or merged with or into the Partnership or any Principal Subsidiary or that transfers or leases all or substantially all of its properties or assets to the Partnership or any Principal Subsidiary), or conditional sales agreements or other title retention agreements and leases in the nature of title retention agreements with respect to any property hereafter acquired, so long as no such Lien shall extend to or cover any other property of the Partnership or such Principal Subsidiary;

(b) Liens upon any property of the Partnership or any Principal Subsidiary or any equity interests of any Principal Subsidiary existing as of the date of the initial issuance of the Notes or upon the property or any equity interests of any entity, which Liens existed at the time such entity became a Subsidiary of the Partnership;

(c) Liens for taxes or assessments or other governmental charges or levies relating to amounts that are not yet delinquent or are being contested in good faith;

(d) pledges or deposits to secure: (i) any governmental charges or levies; (ii) obligations under workers’ compensation laws, unemployment insurance and other social security legislation; (iii) performance in connection with bids, tenders, contracts (other than contracts for the payment of money) or leases to which the Partnership or any Principal Subsidiary is a party; (iv) public or statutory obligations of the Partnership or any Principal

Subsidiary; and (v) surety, stay, appeal, indemnity, customs, performance or return-of-money bonds or pledges or deposits in lieu thereof;

(e) builders’, materialmen’s, mechanics’, carriers’, warehousemen’s, workers’, repairmen’s, operators’, landlords’ or other similar Liens, in the ordinary course of business;

(f) Liens created by or resulting from any litigation or proceeding that at the time is being contested in good faith by appropriate proceedings, including Liens relating to judgments thereunder as to which the Partnership or any Principal Subsidiary has not exhausted its appellate rights;

(g) Liens on deposits required by any Person with whom the Partnership or any Principal Subsidiary enters into forward contracts, futures contracts, swap agreements or other commodities contracts in the ordinary course of business and in accordance with established risk management policies and Liens in connection with leases (other than capital leases) made, or existing on property acquired, in the ordinary course of business;

(h) easements (including, without limitation, reciprocal easement agreements and utility agreements), zoning restrictions, rights-of-way, covenants, consents, reservations, encroachments, variations and other restrictions on the use of property or minor irregularities in title thereto, charges or encumbrances (whether or not recorded) affecting the use of real property and which are incidental to, and do not materially impair the use of such property in the operation of the business of the Partnership and its Subsidiaries, taken as a whole, or the value of such property for the purpose of such business;

(i) Liens in favor of the United States of America, any State, any foreign country or any department, agency or instrumentality or political subdivision of any such jurisdiction, to secure partial, progress, advance or other payments pursuant to any contract or statute or to secure any Debt incurred for the purpose of financing all or any part of the purchase price or the cost of constructing or improving the property subject to such Liens, including, without limitation, Liens to secure Debt of the pollution control or industrial revenue bond type;

(j) Liens of any kind upon any property acquired, constructed, developed or improved by the Partnership or any Principal Subsidiary (whether alone or in association with others) after the date of the Indenture that are created prior to, at the time of, or within 12 months after such acquisition (or in the case of property constructed, developed or improved, after the completion of such construction, development or improvement and commencement of full commercial operation of such property, whichever is later) to secure or provide for the payment of any part of the purchase price or cost thereof; provided that in the case of such construction, development or improvement the Liens shall not apply to any property theretofore owned by the Partnership or any Principal Subsidiary other than theretofore unimproved real property;

(k) Liens in favor of the Partnership, one or more Principal Subsidiaries, one or more wholly owned Subsidiaries of the Partnership or any of the foregoing in combination;

(l) the replacement, extension or renewal (or successive replacements, extensions or renewals), as a whole or in part, of any Lien, or of any agreement, referred to in the clauses above, or the replacement, extension or renewal of the Debt secured thereby (not exceeding the principal amount of Debt secured thereby, other than to provide for the payment of any underwriting or other fees related to any such replacement, extension or renewal, as well as any premiums owed on and accrued and unpaid interest payable in connection with any such replacement, extension or renewal); provided that such replacement, extension or renewal is limited to all or a part of the same property that secured the Lien replaced, extended or renewed (plus improvements thereon or additions or accessions thereto); or

(m) any Lien not excepted by the foregoing clauses; provided that immediately after the creation or assumption of such Lien the aggregate principal amount of Debt of the Partnership or any Principal Subsidiary secured by all Liens created or assumed under the provisions of this clause, together with all net sale proceeds from any Sale-Leaseback Transactions, subject to certain exceptions set forth in the Base Indenture or herein, shall not exceed an amount equal to 15% of the Consolidated Net Tangible Assets for the fiscal quarter that was most recently completed prior to the creation or assumption of such Lien.

Notwithstanding the foregoing, for purposes of making the calculation set forth in clause (m) of the preceding paragraph, with respect to any such secured Debt of a non-wholly owned Principal Subsidiary of the Partnership with no recourse to the Partnership or any wholly owned Principal Subsidiary thereof, only that portion of the aggregate principal amount of such secured Debt reflecting the Partnership’s pro rata ownership interest in such non-wholly owned Principal Subsidiary shall be included in calculating compliance herewith.

Section 5.02 Limitation of Sale-Leaseback Transactions. While the Notes remain outstanding, the Partnership will not, and will not permit any of its Principal Subsidiaries to engage in a Sale-Leaseback Transaction, unless:

(a) the Sale-Leaseback Transaction occurs within one year from the date of acquisition of the relevant Principal Property or the date of the completion of construction or commencement of full operations on such Principal Property, whichever is later, and the Partnership has elected to designate, as a credit against (but not exceeding) the purchase price or cost of construction of such Principal Property, an amount equal to all or a portion of the net sale proceeds from such Sale-Leaseback Transaction (with any such amount not being so designated to be applied as set forth in clause (b) below);

(b) the Partnership or such Principal Subsidiary would be entitled to incur Debt secured by a Lien on the Principal Property subject to the Sale-Leaseback Transaction in a

principal amount equal to or exceeding the net sale proceeds from such Sale-Leaseback Transaction without equally and ratably securing the Notes; or

(c) the Partnership or such Principal Subsidiary, within a 270-day period after such Sale-Leaseback Transaction, applies or causes to be applied an amount not less than the net sale proceeds from such Sale-Leaseback Transaction to (1) the prepayment, repayment, redemption or retirement of any unsubordinated Debt of the Partnership or any of its Subsidiaries (A) for borrowed money or (B) evidenced by bonds, debentures, notes or other similar instruments, or (2) invest in another Principal Property.

Section 5.03 Reports. So long as any Notes are outstanding, the Partnership shall:

(a) during such time as it is subject to the reporting requirements of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), file with the Trustee, within 15 days after it files the same with the U.S. Securities and Exchange Commission (the “SEC”), copies of the annual reports and the information, documents and other reports which it is required to file with the SEC pursuant to the Exchange Act; and

(b) during such time as it is not subject to the reporting requirements of the Exchange Act, file with the Trustee, within 15 days after it would have been required to file the same with the SEC, financial statements, including any notes thereto (and with respect to annual reports, an auditors’ report by a firm of established national reputation) and a Management’s Discussion and Analysis of Financial Condition and Results of Operations, both comparable to what it would have been required to file with the SEC had it been subject to the reporting requirements of the Exchange Act.

With respect to the Notes, the provisions of this Section 5.03 shall replace and preempt the provisions of Section 4.05(a) of the Base Indenture in their entirety.

Section 5.04 Future Subsidiary Guarantors. As of the date of this Supplemental Indenture, the Notes shall not be guaranteed by any of the Partnership’s existing Subsidiaries. If, after the date of this Supplemental Indenture, any of the Partnership’s Subsidiaries guarantees, becomes a borrower or guarantor under, or grants any Lien to secure any obligations pursuant to, the Revolving Credit Facility, then the Partnership will cause such Subsidiary to become a Subsidiary Guarantor by executing a supplement to the Indenture and delivering such supplement to the Trustee promptly (but in any event, within ten Business Days of the date on which it guaranteed or incurred such obligations or granted such Lien, as the case may be).

Section 5.05 Consolidation, Merger, Conveyance or Transfer of Subsidiary Guarantors. No Subsidiary Guarantor shall consolidate with or merge with or into any other Person, or sell, assign, transfer, lease, convey or otherwise dispose of all or substantially all of its properties or assets and the properties or assets of its Subsidiaries (taken as a whole with the properties or

assets of such Subsidiary Guarantor) to another Person in one or more related transactions unless:

(a) either: (i) in the case of a merger or consolidation, such Subsidiary Guarantor is the survivor; or (ii) the Person formed by or surviving any such consolidation or merger (if other than such Subsidiary Guarantor) or to which such sale, assignment, transfer, lease, conveyance or other disposition has been made, is a Person formed, organized or existing under the laws of the United States, any state thereof or the District of Columbia;

(b) the Person formed by or surviving any such consolidation or merger (if other than such Subsidiary Guarantor), or the Person to which such sale, assignment, transfer, lease, conveyance or other disposition has been made, expressly assumes all of such Subsidiary Guarantor’s obligations under its Guarantee and the Indenture pursuant to a supplemental indenture;

(c) the Subsidiary Guarantor or the successor Person delivers an Officers’ Certificate and Opinion of Counsel to the Trustee, each stating that such consolidation, merger, sale, assignment, transfer, lease, conveyance or other disposition and any supplemental indenture required in connection therewith comply with the Indenture and that all conditions precedent set forth in the Indenture have been complied with; and

(d) immediately after giving effect to the transaction, no Event of Default or default under the Indenture will have occurred and be continuing.

Upon the assumption of any Subsidiary Guarantor’s obligations under the Indenture by a successor, such Subsidiary Guarantor shall be discharged from all obligations under the Indenture.

Section 5.06 Offer to Repurchase Upon a Change of Control Triggering Event.

(a) If a Change of Control Triggering Event occurs, unless the Partnership has exercised its right to redeem all of the outstanding Notes pursuant to Section 4.01, the Partnership shall, within thirty (30) days following the Change of Control Triggering Event, offer a cash payment (a “Change of Control Offer”) to repurchase all or any part (equal to $2,000 or an integral multiple of $1,000 in excess of $2,000) of each Holder’s Notes at a purchase price (the “Change of Control Payment”) equal to 101% (or, at the Partnership’s election, a higher percentage) of the aggregate principal amount of Notes repurchased, plus accrued and unpaid interest, if any, on the Notes repurchased to, but not including, the date of settlement (the “Change of Control Settlement Date”), subject to the right of Holders of record on the relevant record date to receive interest due on an interest payment date that is on or prior to the Change of Control Settlement Date. Within 30 days following any Change of Control Triggering Event, unless the Partnership has exercised or concurrently exercises its right to redeem all of the Notes as pursuant to Section 4.01, the Partnership shall mail a notice of the Change of Control Offer to

each Holder and the Trustee describing the transaction or transactions and identification of the ratings decline that together constitute the Change of Control Triggering Event and stating:

(i) that the Change of Control Offer is being made pursuant to this Section 5.06 and that all Notes validly tendered and not validly withdrawn will be accepted for payment;

(ii) the purchase price and the purchase date, which shall be no earlier than 30 days but no later than 60 days from the date such notice is mailed (the “Change of Control Purchase Date”);

(iii) that the Change of Control will expire as of the time specified in such notice on the Change of Control Purchase Date and that the Partnership shall pay the Change of Control Purchase Price for all Notes accepted for purchase as of the Change of Control Purchase Date promptly thereafter on the Change of Control Settlement Date;

(iv) that any Note not tendered will continue to accrue interest;

(v) that, unless the Partnership defaults in the payment of the Change of Control Payment, all Notes accepted for payment pursuant to the Change of Control Offer shall cease to accrue interest after the Change of Control Settlement Date;

(vi) that Holders electing to have any Notes purchased pursuant to a Change of Control Offer will be required to surrender the Notes, properly endorsed for transfer, together with the form entitled “Option of Holder to Elect Purchase” on the reverse of the Notes completed and such customary documents as the Partnership may reasonably request, to the Paying Agent at the address specified in the notice prior to the termination of the Change of Control Offer on the Change of Control Purchase Date;

(vii) that Holders will be entitled to withdraw their election if the Paying Agent receives, prior to the termination of the Change of Control Offer, an electronic image scan, facsimile transmission or letter setting forth the name of the Holder, the principal amount of Notes delivered for purchase, and a statement that such Holder is withdrawing its election to have the Notes purchased; and

(viii) that Holders whose Notes are being purchased only in part will be issued new Notes equal in principal amount to the unpurchased portion of the Notes surrendered (or transferred by book entry transfer), which unpurchased portion must be equal to $2,000 in principal amount or an integral multiple of $1,000 in excess of $2,000.

If any of the Notes subject to a Change of Control Offer is in the form of a Global Note, then the Partnership shall modify such notice to the extent necessary to accord with the procedures of the Depositary applicable to repurchases. Further, the Partnership shall comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent those laws and regulations are applicable in connection with the repurchase of the Notes as a result of a Change of Control. To the extent that the provisions of any securities laws or regulations conflict with this Section 5.06, the Partnership will comply with the applicable securities laws and regulations and shall not be deemed to have breached its obligations under such provisions by virtue of such compliance.

(b) Promptly following the expiration of the Change of Control Offer, the Partnership shall, to the extent lawful, accept for payment all Notes or portions thereof (in minimum denominations of $2,000 and in integral multiples of $1,000 in excess of $2,000) properly tendered (and not validly withdrawn) pursuant to the Change of Control Offer. Promptly thereafter on the Change of Control Settlement Date, the Partnership shall:

(i) deposit with the Paying Agent by 11:00 a.m., New York City time, an amount equal to the Change of Control Payment in respect of all Notes or portions thereof so tendered (and not validly withdrawn); and

(ii) deliver or cause to be delivered to the Trustee the Notes so accepted together with an Officers’ Certificate stating the aggregate principal amount of Notes or portions of Notes being purchased by the Partnership.

On the Change of Control Settlement Date, the Paying Agent shall mail to each Holder of Notes properly tendered the Change of Control Payment for such Notes (or, if all the Notes are then in global form, make such payment through the facilities of the Depositary), and the Trustee shall authenticate and mail (or cause to be transferred by book entry) to each Holder a new Note equal in principal amount to any unpurchased portion of the Notes surrendered, if any; provided, however, that each new Note will be in a principal amount of $2,000 or an integral multiple of $1,000 in excess of $2,000. The Partnership shall publicly announce the results of the Change of Control Offer on or as soon as practicable after the Change of Control Settlement Date.

(c) The Change of Control provision of this Section 5.06 shall be applicable whether or not any other provisions of this Indenture are applicable.

(d) Prior to complying with any provisions of this Section 5.06, but in any event no later than the Change of Control Settlement Date, the Partnership or any Guarantor must either repay all of its other outstanding Senior Debt or obtain the requisite consents, if any, under all agreements governing such Senior Debt to permit the repurchase of Notes required by this Section 5.06.

(e) The Partnership shall not be required to make a Change of Control Offer with respect to a series of Notes following a Change of Control Triggering Event if (i) a third party makes the Change of Control Offer in the manner, at the time and otherwise in compliance with the requirements set forth in this Section 5.06 applicable to a Change of Control Offer made by the Partnership and purchases all Notes properly tendered and not withdrawn under the Change of Control Offer or (b) in connection with, or in contemplation of any publicly announced Change of Control, the Partnership has made an offer to purchase (an “Alternate Offer”) any and all Notes validly tendered at a cash price equal to or higher than the Change of Control Payment and has purchased all Notes properly tendered in accordance with the terms of such Alternate Offer. Notwithstanding anything to the contrary contained in this Section 5.06, a Change of Control Offer may be made in advance of a Change of Control Triggering Event, and conditioned upon the consummation of such Change of Control Triggering Event if a definitive agreement is in place for the Change of Control Triggering Event at the time the Change of Control Offer is made.

(f) In the event that, upon consummation of a Change of Control Offer or Alternate Offer less than 10% in aggregate principal amount of the Notes (including Additional Notes, if any) that were originally issued are held by Holders other than the Partnership or Affiliates thereof, the Partnership shall have the right, upon not less than 30 nor more than 60 days’ prior notice, given not more than 30 days following the purchase pursuant to the Change of Control Offer or Alternate Offer described above in Section 5.06(e), to redeem all of the Notes that remain outstanding following such purchase at a redemption price equal to the Change of Control Payment or Alternate Offer price, as applicable, plus, to the extent not included in the Change of Control Payment or Alternate Offer payment, accrued and unpaid interest on the Notes that remain outstanding, if any, to, but not including, the date of redemption (subject to the right of Holders of record on the relevant record date to receive interest due on an interest payment date that is on or prior to the redemption date).

(g) The Trustee shall not be responsible for and makes no representation as to any act or omission of any Rating Agency or any rating with respect to the Notes. The Trustee shall have no obligation to independently determine or verify if any event has occurred or notify the Holders of any event dependent upon the rating of the Notes, or if the rating on the Notes has been changed, suspended or withdrawn by any Rating Agency.

ARTICLE VI.
SUCCESSORS

With respect to the Notes, the provisions of this Article VI shall replace and preempt the provisions of Section 10.01 of the Base Indenture in their entirety.

Section 6.01 Consolidation and Mergers of the Partnership. The Partnership may not consolidate with or merge with or into any other Person, or sell, assign, transfer, lease, convey or otherwise dispose of all or substantially all of its properties or assets and the properties or assets of its Subsidiaries (taken as a whole with the properties or assets of the Partnership) to another Person in one or more related transactions unless:

(a) either (i) in the case of a merger or consolidation, the Partnership is the survivor; or (ii) the Person formed by or surviving any such consolidation or merger (if other than the Partnership) or to which such sale, assignment, transfer, lease, conveyance or other disposition has been made, is a Person formed, organized or existing under the laws of the United States, any state thereof or the District of Columbia;

(b) the Person formed by or surviving any such consolidation or merger (if other than the Partnership) or the Person to which such sale, assignment, transfer, lease, conveyance or other disposition has been made, expressly assumes all of the Partnership’s obligations under the Indenture, including the Partnership’s obligation to pay all principal of, premium, if any, and interest on, the Notes pursuant to the Indenture;

(c) the Partnership or the successor Person delivers an Officers’ Certificate and Opinion of Counsel to the Trustee, each stating that such consolidation, merger, sale, assignment, transfer, lease, conveyance or other disposition and any supplemental indenture required in connection therewith comply with the Indenture and that all conditions precedent set forth in the Indenture have been complied with;

(d) if the Partnership is not the survivor, each Subsidiary Guarantor delivers an Officers’ Certificate to the Trustee stating that its Guarantee will continue to apply to the Notes; and

(e) immediately after giving effect to the transaction, no Event of Default or default under the Indenture will have occurred and be continuing.

ARTICLE VII.
LEGAL DEFEASANCE AND COVENANT DEFEASANCE

Section 7.01 Covenant Defeasance. If the Partnership effects a covenant defeasance of the Notes pursuant to Sections 11.02(b) and 11.03 of the Base Indenture, the Partnership shall cease to have any obligation to comply with the covenants set forth in Sections 5.01, 5.02, 5.04 and 5.05 hereof.

ARTICLE VIII.
FUTURE GUARANTEES

In accordance with Article XIV of the Base Indenture and Section 5.04 of this Supplemental Indenture, under certain circumstances the Notes may be fully, unconditionally and absolutely guaranteed on a senior, unsecured basis by future Subsidiary Guarantors. With respect to the Notes, the provisions of this Article VIII shall replace and preempt the provisions of Sections 14.04(a) and 14.04(c) of the Base Indenture in their entirety.

Section 8.01 Release of Guarantees. The Guarantee of a Subsidiary Guarantor shall be released: (i) in connection with any sale or other disposition of all or substantially all of the properties or assets of, or all of the Partnership’s direct or indirect limited partnership, limited liability company or other equity interests in, such Subsidiary Guarantor (including by way of merger or consolidation) to a Person that is not (either before or after giving effect to such transaction) an Affiliate of the Partnership; (ii) upon the merger of such Subsidiary Guarantor into the Partnership or any other Subsidiary Guarantor or the liquidation or dissolution of such Subsidiary Guarantor; (iii) upon legal defeasance or covenant defeasance with respect to the Notes, as set forth in Sections 11.02(b) and 11.03 of the Base Indenture; or (iv) upon delivery of written notice to the Trustee of the release of all guarantees or other obligations of such Subsidiary Guarantor under the Revolving Credit Facility. If, at any time following any release of a Subsidiary Guarantor from its initial Guarantee of the Notes pursuant to clause (iv) in the preceding sentence, the Subsidiary Guarantor again incurs obligations under the Revolving Credit Facility, then the Partnership shall cause such Subsidiary Guarantor to again guarantee the Notes in accordance with the Indenture.

ARTICLE IX.
MISCELLANEOUS

Section 9.01 Integral Part. This Supplemental Indenture constitutes an integral part of the Indenture.

Section 9.02 Adoption, Ratification and Confirmation. The Base Indenture, as supplemented and amended by this Supplemental Indenture, is in all respects hereby adopted, ratified and confirmed.

Section 9.03 Counterparts. This Supplemental Indenture may be executed in any number of counterparts, each of which when so executed shall be deemed an original; and all such counterparts shall together constitute but one and the same instrument. Delivery of an executed counterpart of this Supplemental Indenture by facsimile or electronic transmission shall be equally as effective as delivery of an original executed counterpart of this Supplemental Indenture. Any party delivering an executed counterpart of this Supplemental Indenture by facsimile or electronic transmission also shall deliver an original executed counterpart of this Supplemental Indenture, but the failure to deliver an original executed counterpart shall not affect the validity, enforceability and binding effect of this Supplemental Indenture.

Section 9.04 The Trustee. The Trustee shall not be responsible in any manner whatsoever for or in respect of the validity or sufficiency of this Supplemental Indenture or for or in respect of the recitals contained herein, all of which are made solely by the Partnership.

Section 9.05 Governing Law. THIS SUPPLEMENTAL INDENTURE AND THE NOTES SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.

[Signatures on following pages]

IN WITNESS WHEREOF, the parties hereto have caused this Indenture to be duly executed, all as of the day and year first above written.



WESTERN MIDSTREAM OPERATING, LP

By:	Western Midstream Operating GP, LLC, its general partner

By:	/s/ Michael C. Pearl
	Name:	Michael C. Pearl
	Title:	Senior Vice President and Chief Financial Officer

[Signature Page to Eleventh Supplemental Indenture]



WELLS FARGO BANK, NATIONAL ASSOCIATION,
As Trustee

By:	/s/ Patrick Giordano
	Name:	Patrick Giordano
	Title:	Vice President

[Signature Page to Eleventh Supplemental Indenture]

EXHIBIT A-1

(Form of Face of Note)



CUSIP: 958667 AD9				No. __
ISIN: US958667AD99				$__________

WESTERN MIDSTREAM OPERATING, LP

Floating Rate Notes due 2023

Western Midstream Operating, LP, promises to pay to __________, or its registered assigns, the principal sum of _______________ Dollars [or such greater or lesser amount as may be endorsed on the Schedule attached hereto]¹ on January 13, 2023.

Interest Payment Dates: January 13, April 13, July 13 and October 13

Record Dates: The 15^th day preceding the respective Interest Payment Date

¹ To be included only if the Note is issued in global form.



WESTERN MIDSTREAM OPERATING, LP

By:	Western Midstream Operating GP, LLC, its general partner

By:
	Name:	Michael C. Pearl
	Title:	Senior Vice President and Chief Financial Officer

TRUSTEE’S CERTIFICATE OF
AUTHENTICATION

This is one of the Debt Securities of the series designated therein referred to in the within-mentioned Indenture.



WELLS FARGO BANK, NATIONAL ASSOCIATION,
As Trustee

By:
	Name:	Patrick Giordano
	Title:	Vice President

Dated: _________

[Signature Page to Global Note]

(Form of Back of Note)

Floating Rate Notes due 2023

[UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), NEW YORK, NEW YORK, TO THE PARTNERSHIP OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO., OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.

Capitalized terms used herein shall have the meanings assigned to them in the Indenture referred to below unless otherwise indicated.

1.Interest. Western Midstream Operating, LP, a Delaware limited partnership (the “Partnership”), promises to pay interest on the principal amount of this Notes at an interest rate as determined in the manner provided in this Note from January 13, 2019 until maturity. The Partnership shall pay interest quarterly on January 13, April 13, July 13 and October 13 of each such year, or if any such day is not a Business Day, on the next succeeding Business Day (each an “Interest Payment Date”). Interest on the Notes shall accrue from the most recent date to which interest has been paid or, if no interest has been paid, from the date of issuance. The first Interest Payment Date shall be April 13, 2020.

The per annum interest rate on the Notes (the “Floating Interest Rate”) in effect for each day of an Interest Period (as defined below) will be equal to a benchmark rate (which will initially be the Three-Month LIBOR Rate) plus 85 basis points (0.85%). The Floating Interest Rate for the initial Interest Period shall be determined on January 10, 2020. The Floating Interest Rate for each Interest Period after the initial Interest Period for the Notes will be reset on the 13^th

² To be included only if the Note is issued in global form.

A-1-2

day of the months of January, April, July and October of each year, commencing April 13, 2020, (each such date an “Interest Reset Date”) until the principal on the Notes is paid or made available for payment. So long as the Three-Month LIBOR Rate is the benchmark, the applicable interest rate shall be determined two London Business Days prior to each Interest Reset Date (each such date, an “Interest Determination Date”). If any such Interest Reset Date and Floating Rate Interest Payment Date for the Notes would otherwise be a day that is not a Business Day, such Interest Reset Date and Floating Rate Interest Payment Date will be the next succeeding Business Day, unless the next succeeding Business Day is in the next succeeding calendar month, in which case such Interest Reset Date and Floating Rate Interest Payment Date will be the immediately preceding Business Day.

“Interest Period” means the period from and including an Interest Reset Date or, in the case of the initial Interest Period, from the Settlement Date to but excluding the next succeeding Interest Reset Date and, in the case of the last such period, from and including the Interest Reset Date immediately preceding the Floating Rate Maturity Date to but not including such Floating Rate Maturity Date. If the Floating Rate Maturity Date is not a Business Day, then the principal amount of the Notes plus accrued and unpaid interest thereon shall be paid on the next succeeding Business Day and no interest shall accrue for the Floating Rate Maturity Date, or any day thereafter.

The amount of interest for each day that the Notes are outstanding (the “Daily Interest Amount”) will be calculated by dividing the Floating Interest Rate in effect for such day by 360 and multiplying the result by the principal amount of the Notes. The amount of interest to be paid on the Notes for any Interest Period will be calculated by adding the Daily Interest Amounts for each day in such Interest Period.

The Floating Interest Rate on the Notes shall in no event be higher than the maximum rate permitted by New York law as the same may be modified by United States law of general application. In no event will the Floating Interest Rate be less than 0.0%.

So long as the Three-Month LIBOR Rate is the benchmark, the Floating Interest Rate and amount of interest to be paid on the Notes for each Interest Period will be determined by the Calculation Agent (as defined below). All calculations made by the Calculation Agent shall in the absence of manifest error be conclusive for all purposes and binding on the Partnership and the Holders of the Notes. So long as a benchmark rate is required to be determined with respect to the Notes, there shall at all times be a Calculation Agent. Wells Fargo Bank, National Association is the initial Calculation Agent (the “Calculation Agent”). In the event that any then acting Calculation Agent shall be unable or unwilling to act, or that such Calculation Agent shall fail duly to establish the benchmark rate for any Interest Period, or that the Partnership proposes to remove such Calculation Agent, the Partnership shall appoint another person which is a bank, trust company, investment banking firm, or other financial institution, to act as the calculation agent.

2. Floating Rate Benchmark; Benchmark Transition Event. Interest on the Notes shall accrue at a floating rate based on a “benchmark,” which initially is the Three-Month LIBOR Rate, but will be replaced by the benchmark replacement following the occurrence of a benchmark transition event and its related benchmark replacement date as described below.

A-1-3

The “Index Maturity” shall mean the period to maturity of the instrument or obligation on which the floating interest rate formula is based (e.g., “Three Month LIBOR”).

The “Three-Month LIBOR Rate” shall mean the rate determined in accordance with the provisions described herein and the accompanying prospectus for the Notes with an Index Maturity of three months.

If LIBOR cannot be determined as described above, the Calculation Agent shall request the principal London offices of each of four major reference banks in the London interbank market, as selected by the Calculation Agent as directed by the Partnership to provide the Calculation Agent with its offered quotation for deposits in the designated LIBOR Currency for the period of the Index Maturity specified herein commencing on the related Interest Reset Date, to prime banks in the London interbank market at approximately 11:00 a.m., London time, on such LIBOR Interest Determination Date and in a principal amount that is representative for a single transaction in the designated LIBOR Currency in such market at such time. If at least two such quotations are so provided, then LIBOR on such LIBOR Interest Determination Date will be the arithmetic mean calculated by the Calculation Agent of such quotations. If fewer than two such quotations are so provided, then LIBOR on such LIBOR Interest Determination Date will be the arithmetic mean calculated by the Calculation Agent of the rates quoted at approximately 11:00 a.m., in the City of New York, on such LIBOR Interest Determination Date by three major banks in the City of New York selected by the calculation agent as directed by the Partnership for loans in the designated LIBOR Currency to leading European banks, having the Index Maturity specified herein and in a principal amount that is representative for a single transaction in the designated LIBOR Currency in such market at such time; provided, however, that if the banks selected by the Calculation Agent as directed by the Partnership are not quoting as mentioned in this sentence, LIBOR determined as of such LIBOR Interest Determination Date shall be the same LIBOR as in effect on such LIBOR Interest Determination Date. All determinations of LIBOR by the Calculation Agent, in absence of manifest error, shall be conclusive and binding on the Holders.

Notwithstanding the foregoing, if the Partnership (or its Designee (as defined below)) determines that a benchmark transition event and its related benchmark replacement date have occurred prior to any interest determination date for the then-current benchmark, then the Partnership shall promptly provide notice of such determination to the Depositary, the Trustee and the Calculation Agent and the benchmark replacement will replace the then-current benchmark for all purposes relating to the Notes in respect of such determination on such date and all determinations on all subsequent dates. However, if the initial benchmark replacement is

A-1-4

based on any rate other than term SOFR and the Partnership (or its Designee (as defined below)) later determines that term SOFR can be determined, term SOFR will become the new unadjusted benchmark replacement and will, together with a new benchmark replacement adjustment for term SOFR, replace the then-current benchmark on the next benchmark determination date for term SOFR.

A “benchmark transition event” means the occurrence of one or more of the following events with respect to the then-current benchmark:

A “benchmark replacement date” means:

(2)in the case of clause (3) of the definition of benchmark transition event, the date of the public statement or publication of information referenced therein.

The term “benchmark determination date” means (a) if the benchmark is the Three-Month LIBOR Rate, the date that is two London Business Days before the applicable Interest Reset Date, and (b) if the benchmark is any other rate, the date determined by the Partnership (or the Partnership’s designee, which may be the calculation agent only if the Calculation Agent consents in writing to such appointment in its sole discretion with no liability therefor, a successor Calculation Agent, or other such designee of the Partnership (any of such entities, a “Designee”)) as a benchmark replacement conforming change. If the Designee is not the Calculation Agent, the Partnership shall notify the trustee and the Calculation Agent in writing of the party that has been appointed by the Partnership as Designee.

A-1-5

The “benchmark replacement” will be the first alternative set forth in the order below that can be determined by the Partnership or its Designee as of the benchmark replacement date:

(1)the sum of (a) term SOFR and (b) the benchmark replacement adjustment;

(2)the sum of (a) compounded SOFR and (b) the benchmark replacement adjustment;

(4)the sum of (a) the ISDA fallback rate and (b) the benchmark replacement adjustment; and

“SOFR”, with respect to any day, is the secured overnight financing rate published for such day by the Federal Reserve Bank of New York.

The term “term SOFR” means the forward-looking term rate for the applicable corresponding tenor based on SOFR that has been selected or recommended by the relevant governmental body.

The “ISDA fallback rate” means the rate that would apply for derivatives transactions referencing the ISDA definitions to be effective upon the occurrence of an index cessation date with respect to the benchmark for the applicable tenor excluding the applicable ISDA fallback adjustment.

The term “compounded SOFR” means, for any interest accrual period, the compounded average, in arrears, of the SOFRs for each day of such interest accrual period, as determined on the benchmark determination date for such interest accrual period, with the rate, or methodology for this rate, and conventions for this rate (which will be compounded in arrears with a lookback

A-1-6

and/or suspension period as a mechanism to determine the interest amount payable prior to the end of each interest accrual period, such that the SOFR on the benchmark determination date will apply for each day in the interest accrual period following the benchmark determination date) being established by the Partnership (or the Partnership’s Designee) in accordance with:

(1)the rate, or methodology for this rate, and conventions for this rate selected or recommended by the relevant governmental body for determining compounded SOFR; or

The “benchmark replacement adjustment” will be the first alternative set forth in the order below that can be determined by the Partnership (or its Designee) as of the benchmark replacement date:

(2)if the applicable unadjusted benchmark replacement is equivalent to the ISDA fallback rate, then the ISDA fallback adjustment; and

The “unadjusted benchmark replacement” is the benchmark replacement excluding the benchmark replacement adjustment.

Notice of the occurrence of a benchmark transition event and its related benchmark replacement date, the determination of a benchmark replacement and the making of any

A-1-7

benchmark conforming changes shall be provided by the Partnership (or its Designee) to the Depositary, the Trustee and the Calculation Agent.

Any determination, decision or election that may be made by the Partnership (or its Designee) in connection with a benchmark transition event or a benchmark replacement as described above, including any determination with respect to a tenor, rate or adjustment or of the occurrence or non-occurrence of an event, circumstance or date and any decision to take or refrain from taking any action or any selection, shall be conclusive and binding absent manifest error, may be made in the Partnership’s (or its Designee’s) reasonable discretion, and shall become effective without consent from any other party, including the Holders of the Notes. None of the Partnership, its Designee, the Trustee with respect to the Notes, or the Calculation Agent, shall have any liability for any determination made by or on behalf of the Partnership in connection with a benchmark transition event or a benchmark replacement as described above, and each Holder of a Note, by its acceptance of this Note or a beneficial interest in this Note, waives and releases any and all claims against the Partnership, its Designee, and the Trustee with respect to the Notes, or the Calculation Agent relating to any such determinations.

“LIBOR Currency” means U.S. dollars.

3. Interest Rate Adjustment. (a) The interest rate payable on the Notes will be subject to adjustment from time to time if any of Fitch, Moody’s or S&P, or, if any of Fitch, Moody’s or S&P ceases to rate the Notes or fails to make a rating of the Notes publicly available for reasons outside of the Partnership’s control, a “nationally recognized statistical rating organization” within the meaning of Section 3(a)(62) under the Exchange Act selected by the Partnership as a replacement agency for Moody’s, Fitch or S&P (a “substitute rating agency”), downgrades (or subsequently upgrades) the debt rating applicable to the notes (a “rating”) as set forth below.

If the rating from Fitch (or a substitute rating agency therefor) applicable to the Notes is decreased to a rating set forth in the immediately following table, the interest rate on the Notes shall increase from those set forth on the face of the Notes by the percentage set forth opposite that rating:



Rating	Percentage
BB+	25 basis points
BB	50 basis points
BB-	75 basis points
B+ or below	100 basis points

A-1-8

If the rating from Moody’s (or a substitute rating agency therefor) applicable to the Notes is decreased to a rating set forth in the immediately following table, the interest rate on the Notes shall increase from those set forth on the face of the Notes by the percentage set forth opposite that rating:



Rating	Percentage
Ba2	25 basis points
Ba3	50 basis points
B1	75 basis points
B2 or below	100 basis points

If the rating from S&P (or a substitute rating agency therefor) applicable to the Notes is decreased to a rating set forth in the immediately following table, the interest rate on the Notes shall increase from those set forth on the face of the Notes by the percentage set forth opposite that rating:



Rating	Percentage
BB+	25 basis points
BB	50 basis points
BB-	75 basis points
B+ or below	100 basis points

If Fitch, Moody’s or S&P (or, in any case, a substitute rating agency therefor) subsequently increases its rating applicable to the Notes to any of the threshold ratings set forth above, the interest rate on the Notes shall be decreased such that the interest rate for the Notes equals the interest rate set forth on the face of the Notes plus the percentage set forth opposite the ratings from the tables above in effect immediately following the increase. Each adjustment required by any decrease or increase in a rating set forth above, whether occasioned by the action of Fitch, Moody’s or S&P (or, in any case, a substitute rating agency therefor), shall be made independent of any and all other adjustments. In no event shall (1) the interest rate for the Notes be reduced below the applicable interest rate as established in accordance with paragraph 1, or (2) the total increase in the interest rate on the Notes exceed 2.00% above the applicable interest rate as established in accordance with paragraph 1. If Fitch (or a substitute rating agency

A-1-9

therefor) increases its rating applicable to the Notes to BBB or higher, Moody’s (or a substitute rating agency therefor) increases its rating applicable to the Notes to Baa2 or higher, and S&P (or a substitute rating agency therefor) increases its rating applicable to the Notes to BBB or higher (or two of these ratings if the Notes are only rated by two rating agencies), the interest rate on the Notes will remain at, or be decreased to the applicable interest rate as established in accordance with paragraph 1, and no subsequent downgrades in a rating shall result in an adjustment of the interest rates on the Notes as provided herein.

If at any time Fitch, Moody’s or S&P (or, in any case, a substitute rating agency therefor) ceases to provide a rating of the Notes for reasons outside of the Partnership’s control, the Partnership shall use its commercially reasonable efforts to obtain a rating of the Notes from a substitute ratings agency, to the extent one exists, and if a substitute ratings agency exists, for purposes of determining any increase or decrease in the interest rate on the Notes pursuant to the tables above (1) such substitute ratings agency shall be substituted for the ratings agency which has since ceased to provide such rating, (2) the relative rating scale used by such substitute ratings agency to assign ratings to senior unsecured debt shall be determined in good faith by an independent investment banking institution of national standing appointed by the Partnership and, for purposes of determining the applicable ratings included in the applicable table above with respect to such substitute ratings agency, such ratings shall be deemed to be the equivalent ratings used by the ratings agency which has since ceased to provide such rating in such table and (3) the interest rate on the Notes shall increase or decrease, as the case may be, such that the interest rate equals the interest rate payable on the Notes on the date of its initial issuance plus the appropriate percentage, if any, set forth opposite the rating from such substitute ratings agency in the applicable table above (taking into account the provisions of clause (2) above), plus any applicable percentage resulting from a decreased rating by the other ratings agency.

If any of Fitch, Moody’s or S&P (or, in any case, a substitute rating agency therefor) ceases to provide a rating of the Notes and the Partnership has not replaced such rating agency with a substitute rating agency in accordance with the previous paragraph, the interest rate on the Notes shall increase or decrease, as the case may be, such that the interest rate equals the interest rate payable on the Notes on the date of its initial issuance plus 1.5 times any applicable percentage resulting from a decreased rating by the other ratings agency. Any subsequent increase or decrease in the interest rates of the Notes necessitated by a reduction or increase in the rating by the agency continuing to provide the rating shall be 1.5 times the percentage set forth in the applicable table above. No adjustments in the interest rates of the Notes shall be made solely as a result of any of Fitch, Moody’s or S&P (or, in any case, a substitute rating agency therefor) ceasing to provide a rating. If each of Fitch, Moody’s and S&P (or, in any case, a substitute rating agency therefor) cease to provide a rating, the interest rates on the Notes shall increase to, or remain at, as the case may be, 2.00% above the applicable interest rate as established in accordance with paragraph 1.

A-1-10

Any interest rate increase or decrease, as described above, will take effect from the first day of the interest period commencing after the date on which a rating change occurs that requires an adjustment in the interest rates. If each of Fitch, Moody’s or S&P (or, in any case, a substitute rating agency therefor) changes its rating of the Notes more than once during any particular interest period, the last change by such agency will control for purposes of any interest rate increase or decrease with respect to the Notes described above relating to such rating agency’s action.

For purposes of this Section 2, the term “interest period” shall mean the period from and including an Interest Payment Date (or if prior to the first Interest Payment Date, from and including the date of original issuance of the Notes) to but excluding the next succeeding Interest Payment Date.

(b) The Partnership shall give the Trustee prompt written notice of any increase or decrease, pursuant to this Section 2, in the interest rate on the Notes, which notice shall set forth the amount of such increase or decrease, the basis therefor and the date from which such increase or decrease shall take effect. The Trustee shall have no duty to independently determine whether any such increase or decrease has occurred, the amount of such increase or decrease or the date from which such increase or decrease shall take effect and shall be entitled to conclusively rely as to such matters on the foregoing written notice from the Partnership.

3. Method of Payment. The Partnership shall pay interest on the Notes (except defaulted interest) to the Persons who are registered Holders of Notes in accordance with Paragraph 2, even if such Notes are canceled after such record date and on or before such Interest Payment Date, except as provided in Section 2.17 of the Base Indenture with respect to defaulted interest, and the Partnership shall pay principal (and premium, if any) of the Notes upon surrender thereof to the Trustee or a paying agent on or after the maturity date thereof. The Notes shall be payable as to principal, premium, if any, and interest at the office or agency of the Trustee maintained for such purpose within or without The City and State of New York, or, at the option of the Partnership, payment of interest may be made by check mailed to the Holders at their addresses set forth in the register of Holders, and provided that payment by wire transfer of immediately available funds shall be required with respect to principal of and interest and premium, if any, on, each Global Security and all other Notes the Holders of which shall have provided wire transfer instructions to an account in the United States to the Partnership or the paying agent on or prior to the applicable record date. Such payment shall be in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts.

4. Paying Agent and Registrar. Initially, Wells Fargo Bank, National Association, the Trustee under the Indenture, shall act as paying agent and Registrar. The Partnership may change any paying agent or Registrar without notice to any Holder. The Partnership or any of its Subsidiaries may act in any such capacity.

A-1-11

5. Indenture. The Partnership issued the Floating Rate Notes due 2023 (the “Notes”) under an Indenture, dated as of May 18, 2011, by and among the Partnership, the former guarantors party thereto and the Trustee (the “Base Indenture”), as supplemented by the Eleventh Supplemental Indenture, dated as of January 13, 2020, between the Partnership and the Trustee (the “Supplemental Indenture” and, together with the Base Indenture, the “Indenture”). The terms of the Notes include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939, as amended (15 U.S. Code §§ 77aaa-77bbbb). The Notes are subject to all such terms, and Holders are referred to the Indenture and such Act for a statement of such terms. To the extent any provision of this Note conflicts with the express provisions of the Indenture, the provisions of the Indenture shall govern and be controlling. The Notes are obligations of the Partnership initially in aggregate principal amount of $300,000,000. The Partnership may issue an unlimited aggregate principal amount of Additional Notes under the Indenture. Any such Additional Notes that are actually issued shall be treated as issued and outstanding Notes (and as the same series (with identical terms other than with respect to the issue date, the date of first payment of interest, if applicable, and the payment of interest accruing prior to the issue date) as the initial Notes) for all purposes of the Indenture, including waivers, amendments, redemptions and offers to purchase.

6. Repurchase at Option of Holder. Within thirty (30) days following the occurrence of a Change of Control Triggering Event, the Partnership shall offer a cash payment (a “Change of Control Offer”) to repurchase all or any part (equal to $2,000 or an integral multiple of $1,000 in excess of $2,000) of each Holder’s Notes at a purchase price equal to 101% (or, at the Partnership’s election, a higher percentage) of the aggregate principal amount of Notes repurchased, plus accrued and unpaid interest, if any, on the Notes repurchased to, but not including, the date of settlement (the “Change of Control Settlement Date”), subject to the right of Holders of record on the relevant record date to receive interest due on an interest payment date that is on or prior to the Change of Control Settlement Date. Within 30 days following a Change of Control Triggering Event the Partnership shall mail a notice of the Change of Control Offer to each Holder and the Trustee describing the transaction or transactions and identification of the ratings decline that together constitute the Change of Control Triggering Event and setting forth the procedures governing the Change of Control Offer as required by Section 5.06 of the Indenture.

7. Denominations, Transfer, Exchange. The Notes are in registered form without coupons in minimum denominations of $2,000 and integral multiples of $1,000 in excess thereof. The transfer of Notes may be registered and Notes may be exchanged as provided in the Indenture. The Registrar and the Trustee may require a Holder, among other things, to furnish appropriate endorsements and transfer documents and the Partnership may require a Holder to pay any taxes or other governmental charges required by law or permitted by the Indenture. The Partnership need not exchange or register the transfer of any Note or portion of a Note selected for redemption or repurchase, except for the unredeemed or unrepurchased portion of any Note being redeemed or repurchased in part. Also, the Partnership need not exchange or register the

A-1-12

transfer of any Notes for a period of 15 days before a selection of Notes to be redeemed or repurchased or during the period between a record date and the corresponding Interest Payment Date.

8. Persons Deemed Owners. The registered Holder of a Note shall be treated as its owner for all purposes.

9. Amendment, Supplement and Waiver. Subject to certain exceptions set forth in the Base Indenture or herein, the Indenture or the Notes may be amended or supplemented with the consent of the Holders of a majority in aggregate principal amount of the then outstanding Notes, and any existing default or compliance with any provision of the Indenture or the Notes may be waived with the consent of the Holders of a majority in aggregate principal amount of the then outstanding Notes. Without the consent of any Holder of a Note, the Indenture or the Notes may be amended or supplemented for any of the purposes set forth in Section 9.01 of the Base Indenture (as amended by the Supplemental Indenture), including to cure any ambiguity, defect or inconsistency, to provide for the assumption of the Partnership’s obligations to Holders of the Notes in case of a merger or consolidation of the Partnership or sale of all or substantially all of the Partnership’s assets, to add or release Subsidiary Guarantors (or their successors) pursuant to the terms of the Indenture, to make any change that would provide any additional rights or benefits to the Holders of the Notes or that does not adversely affect the legal rights under the Indenture of any Holder of the Notes, to comply with the requirements of the U.S. Securities and Exchange Commission to permit the qualification of the Indenture under the Trust Indenture Act, to evidence or provide for the acceptance of appointment under the Indenture of a successor Trustee, to add any additional Events of Default, to secure the Notes or the Guarantees or to establish the form or terms of any other series of Debt Securities.

10. Defaults and Remedies. Events of Default with respect to the Notes include: (i) default for 30 days in the payment when due of interest on the Notes; (ii) default in payment when due of principal of or premium, if any, on the Notes at maturity, upon redemption or otherwise, (iii) failure by the Partnership or any Subsidiary Guarantor for 60 days after notice to comply with any of the other agreements in the Indenture; (iv) except as permitted by the Indenture, any Guarantee shall cease for any reason to be in full force and effect (except as otherwise provided in the Indenture) or is declared null and void in a judicial proceeding or any Subsidiary Guarantor, or any Person acting on behalf of any Subsidiary Guarantor, shall deny or disaffirm its obligations under the Indenture or its Guarantee and (v) certain events of bankruptcy or insolvency with respect to the Partnership or any of the Subsidiary Guarantors. If any Event of Default occurs and is continuing, the Trustee or the Holders of at least 25% in aggregate principal amount of the then outstanding Notes may declare all the Notes to be due and payable. Notwithstanding the foregoing, in the case of an Event of Default arising from certain events of bankruptcy or insolvency of either the Partnership or a Subsidiary Guarantor, all outstanding Notes shall become due and payable without further action or notice. Holders may not enforce the Indenture or the Notes except as provided in the Indenture. Subject to certain limitations set

A-1-13

forth in the Base Indenture or herein, Holders of a majority in aggregate principal amount of the then outstanding Notes may direct the Trustee in its exercise of any trust or power. If and so long as the board of directors, an executive committee of the board of directors or trust committee of responsible officers of the Trustee in good faith so determines, the Trustee may withhold from Holders of the Notes notice of any continuing Default (except a Default relating to the payment of principal, premium, if any, or interest) if it determines that withholding notice is in their interests. The Holders of a majority in aggregate principal amount of the Notes then outstanding by notice to the Trustee may on behalf of the Holders of all of the Notes waive any past Default or Event of Default and its consequences under the Indenture except a continuing Default or Event of Default in the payment of interest on, the principal of, or premium, if any, on the Notes or except as otherwise specified in Section 6.06 of the Base Indenture. The Partnership and the Subsidiary Guarantors are required to deliver to the Trustee annually a statement regarding compliance with the Indenture, and the Partnership is required upon becoming aware of any Default or Event of Default, to deliver to the Trustee a statement specifying such Default or Event of Default.

11. Trustee Dealings with the Partnership. The Trustee, in its individual or any other capacity, may make loans to, accept deposits from, and perform services for the Partnership or its Affiliates, and may otherwise deal with the Partnership or its Affiliates, as if it were not the Trustee.

12. No Recourse Against Others. The partners (other than the General Partner), directors, officers, employees, incorporators and members of each of the Partnership and any Subsidiary Guarantors, as such, shall have no liability for any obligations of the Subsidiary Guarantors or the Partnership under the Debt Securities, this Indenture or any Guarantee or for any claim based on, in respect of, or by reason of, such obligations or their creation. By accepting a Debt Security, each Holder shall waive and release all such liability. The waiver and release shall be part of the consideration for the issue of the Debt Securities.

13. Authentication. This Note shall not be valid until authenticated by the manual signature of the Trustee or an authenticating agent.

14. Abbreviations. Customary abbreviations may be used in the name of a Holder or an assignee, such as: TEN COM (= tenants in common), TEN ENT (= tenants by the entireties), JT TEN (= joint tenants with right of survivorship and not as tenants in common), CUST (= Custodian), and U/G/M/A (= Uniform Gifts to Minors Act).

15. CUSIP and ISIN Numbers. Pursuant to a recommendation promulgated by the Committee on Uniform Security Identification Procedures, the Partnership has caused CUSIP and corresponding ISIN numbers to be printed on the Notes, and the Trustee may use CUSIP and corresponding ISIN numbers in notices of redemption as a convenience to Holders. No representation is made as to the accuracy of such numbers either as printed on the Notes or as

A-1-14

contained in any notice of redemption and reliance may be placed only on the other identification numbers placed thereon.

The Partnership shall furnish to any Holder upon written request and without charge a copy of the Indenture. Requests may be made to:

Western Midstream Operating, LP

1201 Lake Robbins Drive

The Woodlands, Texas 77380-1046

Telephone: (832) 636-6000

A-1-15

Assignment Form

To assign this Note, fill in the form below: (I) or (we) assign and transfer this Note to




(Insert assignee’s soc. sec. or tax I.D. no.)




(Print or type assignee’s name, address and zip code)

and irrevocably appoint
agent to transfer this Note on the books of the Partnership. The agent may substitute another to act for him.


Date:

	Your Signature:
		(Sign exactly as your name appears on the face of this Note)

Signature Guarantee:
	(Signature must be guaranteed by a financial institution that is a member of the Securities Transfer Agent Medallion Program (“STAMP”), the Stock Exchange Medallion Program (“SEMP”), the New York Stock Exchange, Inc. Medallion Signature Program (“MSP”) or such other signature guarantee program as may be determined by the Registrar in addition to, or in substitution for, STAMP, SEMP or MSP, all in accordance with the Securities Exchange Act of 1934, as amended.)

A-1-16

OPTION OF HOLDER TO ELECT PURCHASE

If you want to elect to have only part of this Note purchased by the Partnership pursuant to Section 5.06 of the Indenture, state the amount (in minimum denomination of $2,000 or integral multiples of $1,000 in excess of $2,000) you elect to have purchased: $



Date:		Your Signature:
			(Sign exactly as your name appears on the other side of this Note)

		Soc. Sec. or Tax Identification No.:

Signature Guarantee:
	(Signature must be guaranteed)

Signatures must be guaranteed by an “eligible guarantor institution” meeting the requirements of the Registrar, which requirements include membership or participation in the Security Transfer Agent Medallion Program (“STAMP”) or such other “signature guarantee program” as may be determined by the Registrar in addition to, or in substitution for, STAMP, all in accordance with the Securities Exchange Act of 1934, as amended.

A-1-17

SCHEDULE OF INCREASES OR DECREASES IN THE GLOBAL NOTE³

The original principal amount of this Global Note is $300,000,000. The following increases or decreases in this Global Note have been made:



Date of Exchange	Amount of decrease in Principal Amount of this Global Note	Amount of increase in Principal Amount of this Global Note	Principal Amount of this Global Note following such decrease (or increase)	Signature of authorized signatory of Trustee or Note Custodian

³ To be included only if the Note is issued in global form.

A-1-18

EXHIBIT A-2

(Form of Face of Note)



CUSIP: 958667 AB3				No. __
ISIN: US958667AB34				$__________

WESTERN MIDSTREAM OPERATING, LP

3.100% Senior Notes due 2025

Interest Payment Dates: February 1 and August 1

Record Dates: January 15 and July 15

⁴ To be included only if the Note is issued in global form.



WESTERN MIDSTREAM OPERATING, LP

By:	Western Midstream Operating GP, LLC, its general partner

By:
	Name:	Michael C. Pearl
	Title:	Senior Vice President and Chief Financial Officer

TRUSTEE’S CERTIFICATE OF
AUTHENTICATION

This is one of the Debt Securities of the series designated therein referred to in the within-mentioned Indenture.



WELLS FARGO BANK, NATIONAL ASSOCIATION,
As Trustee

By:
	Name:	Patrick Giordano
	Title:	Vice President

Dated: _________

[Signature Page to Global Note]

(Form of Back of Note)

3.100% Senior Notes due 2025

Capitalized terms used herein shall have the meanings assigned to them in the Indenture referred to below unless otherwise indicated.

1. Interest. Western Midstream Operating, LP, a Delaware limited partnership (the “Partnership”), promises to pay interest on the principal amount of this Note at 3.100% per annum from January 13, 2020 until maturity. The Partnership shall pay interest semi-annually on February 1 and August 1 of each such year, or if any such day is not a Business Day, on the next succeeding Business Day (each an “Interest Payment Date”). Interest on the Notes shall accrue from the most recent date to which interest has been paid or, if no interest has been paid, from the date of issuance. The first Interest Payment Date shall be August 1, 2020.

2. Interest Rate Adjustment. (a) The interest rate payable on the Notes will be subject to adjustment from time to time if any of Fitch, Moody’s or S&P, or, if any of Fitch, Moody’s or S&P ceases to rate the Notes or fails to make a rating of the Notes publicly available for reasons outside of the Partnership’s control, a “nationally recognized statistical rating organization” within the meaning of Section 3(a)(62) under the Exchange Act selected by the Partnership as a replacement agency for Moody’s, Fitch or S&P (a “substitute rating agency”),

⁵ To be included only if the Note is issued in global form.

A-2-2

downgrades (or subsequently upgrades) the debt rating applicable to the notes (a “rating”) as set forth below.



Rating	Percentage
BB+	25 basis points
BB	50 basis points
BB-	75 basis points
B+ or below	100 basis points



Rating	Percentage
Ba2	25 basis points
Ba3	50 basis points
B1	75 basis points
B2 or below	100 basis points

A-2-3



Rating	Percentage
BB+	25 basis points
BB	50 basis points
BB-	75 basis points
B+ or below	100 basis points

If Fitch, Moody’s or S&P (or, in any case, a substitute rating agency therefor) subsequently increases its rating applicable to the Notes to any of the threshold ratings set forth above, the interest rate on the Notes shall be decreased such that the interest rate for the Notes equals the interest rate set forth on the face of the Notes plus the percentage set forth opposite the ratings from the tables above in effect immediately following the increase. Each adjustment required by any decrease or increase in a rating set forth above, whether occasioned by the action of Fitch, Moody’s or S&P (or, in any case, a substitute rating agency therefor), shall be made independent of any and all other adjustments. In no event shall (1) the interest rate for the Notes be reduced below 3.100%, or (2) the total increase in the interest rate on the Notes exceed 2.00% above 3.100%. If Fitch (or a substitute rating agency therefor) increases its rating applicable to the Notes to BBB or higher, Moody’s (or a substitute rating agency therefor) increases its rating applicable to the Notes to Baa2 or higher, and S&P (or a substitute rating agency therefor) increases its rating applicable to the Notes to BBB or higher (or two of these ratings if the Notes are only rated by two rating agencies), the interest rate on the Notes will remain at, or be decreased to 3.100%, and no subsequent downgrades in a rating shall result in an adjustment of the interest rates on the Notes as provided herein.

A-2-4

agency in the applicable table above (taking into account the provisions of clause (2) above), plus any applicable percentage resulting from a decreased rating by the other ratings agency.

3. Method of Payment. The Partnership shall pay interest on the Notes (except defaulted interest) to the Persons who are registered Holders of Notes at the close of business on the January 15 or July 15 next preceding the Interest Payment Date, even if such Notes are canceled after such record date and on or before such Interest Payment Date, except as provided

A-2-5

in Section 2.17 of the Base Indenture with respect to defaulted interest, and the Partnership shall pay principal (and premium, if any) of the Notes upon surrender thereof to the Trustee or a paying agent on or after the maturity date thereof. The Notes shall be payable as to principal, premium, if any, and interest at the office or agency of the Trustee maintained for such purpose within or without The City and State of New York, or, at the option of the Partnership, payment of interest may be made by check mailed to the Holders at their addresses set forth in the register of Holders, and provided that payment by wire transfer of immediately available funds shall be required with respect to principal of and interest and premium, if any, on, each Global Security and all other Notes the Holders of which shall have provided wire transfer instructions to an account in the United States to the Partnership or the paying agent on or prior to the applicable record date. Such payment shall be in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts.

5. Indenture. The Partnership issued the 3.100% Senior Notes due 2025 (the “Notes”) under an Indenture, dated as of May 18, 2011, by and among the Partnership, the former guarantors party thereto and the Trustee (the “Base Indenture”), as supplemented by the Eleventh Supplemental Indenture, dated as of January 13, 2020, between the Partnership and the Trustee (the “Supplemental Indenture” and, together with the Base Indenture, the “Indenture”). The terms of the Notes include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939, as amended (15 U.S. Code §§ 77aaa-77bbbb). The Notes are subject to all such terms, and Holders are referred to the Indenture and such Act for a statement of such terms. To the extent any provision of this Note conflicts with the express provisions of the Indenture, the provisions of the Indenture shall govern and be controlling. The Notes are obligations of the Partnership initially in aggregate principal amount of $1,000,000,000. The Partnership may issue an unlimited aggregate principal amount of Additional Notes under the Indenture. Any such Additional Notes that are actually issued shall be treated as issued and outstanding Notes (and as the same series (with identical terms other than with respect to the issue date, the date of first payment of interest, if applicable, and the payment of interest accruing prior to the issue date) as the initial Notes) for all purposes of the Indenture, including waivers, amendments, redemptions and offers to purchase.

6. Optional Redemption. The Partnership may redeem the Notes, in whole or in part, at any time before January 1, 2025 (the “Par Call Date”), at a redemption price equal to the greater of (1) 100% of the principal amount of the Notes to be redeemed and (2) the sum of the present values of the remaining scheduled payments of principal and interest on such Notes that would have been due if the Notes matured on the Par Call Date (exclusive of interest accrued to the redemption date) discounted to the redemption date on a semiannual basis (assuming a 360-

A-2-6

day year consisting of twelve 30-day months) at the Treasury Rate plus 25 basis points, plus, in either case, accrued interest, if any, on the principal amount being redeemed to such redemption date. On or after the Par Call Date, the Notes will be redeemable and repayable, at the Partnership’s option, at any time in whole, or from time to time in part, at a price equal to 100% of the principal amount of the Notes to be redeemed plus accrued interest on the Notes to be redeemed to the date of redemption.

For purposes of determining any redemption price, the following definitions shall apply:

“Comparable Treasury Issue” means the United States Treasury security selected by the Quotation Agent as having a maturity comparable to the remaining term of the Notes to be redeemed, calculated as if the maturity date of the Notes were the Par Call Date (the “Remaining Life”) that would be utilized, at the time of selection and in accordance with customary financial practice, in pricing new issues of corporate debt securities of comparable maturity to the Remaining Life of such Notes; provided, however, that if no maturity is within three months before or after the Par Call Date, yields for the two published maturities most closely corresponding to such United States Treasury security shall be determined and the Treasury Rate will be interpolated or extrapolated from those yields on a straight line basis rounding to the nearest month.

“Comparable Treasury Price” means, with respect to any redemption date for Notes, (1) the average of four Reference Treasury Dealer Quotations for such redemption date after excluding the highest and lowest of all of the Reference Treasury Dealer Quotations or (2) if the Quotation Agent obtains fewer than four such Reference Treasury Dealer Quotations, the average of all such quotations.

“Primary Treasury Dealer” means a U.S. government securities dealer in The City of New York.

“Quotation Agent” means the Reference Treasury Dealer appointed by the Partnership.

A-2-7

Treasury Dealer at 5:00 p.m., New York City time, on the third Business Day preceding the redemption date.

7. Notice of Redemption. Notice of redemption shall be sent at least 15 days but not more than 60 days before the redemption date to each Holder whose Notes are to be redeemed at its registered address. Unless the Partnership defaults in payment of the redemption price, on and after the redemption date interest ceases to accrue on Notes or portions thereof called for redemption.

8. Change of Control. Repurchase at Option of Holder. Within thirty (30) days following the occurrence of a Change of Control Triggering Event, unless the Partnership has previously or concurrently exercised its rights to redeem all of the Notes as described in paragraph 5 above, the Partnership shall offer a cash payment (a “Change of Control Offer”) to repurchase all or any part (equal to $2,000 or an integral multiple of $1,000 in excess of $2,000) of each Holder’s Notes at a purchase price equal to 101% (or, at the Partnership’s election, a higher percentage) of the aggregate principal amount of Notes repurchased, plus accrued and unpaid interest, if any, on the Notes repurchased to, but not including, the date of settlement (the “Change of Control Settlement Date”), subject to the right of Holders of record on the relevant record date to receive interest due on an interest payment date that is on or prior to the Change of Control Settlement Date. Within 30 days following a Change of Control Triggering Event, unless the Partnership has previously or concurrently exercised its rights to redeem all of the Notes as described in paragraph 5 above, the Partnership shall mail a notice of the Change of Control Offer to each Holder and the Trustee describing the transaction or transactions and identification of the ratings decline that together constitute the Change of Control Triggering Event and setting forth the procedures governing the Change of Control Offer as required by Section 5.06 of the Indenture.

9. Denominations, Transfer, Exchange. The Notes are in registered form without coupons in minimum denominations of $2,000 and integral multiples of $1,000 in excess thereof. The transfer of Notes may be registered and Notes may be exchanged as provided in the Indenture. The Registrar and the Trustee may require a Holder, among other things, to furnish appropriate endorsements and transfer documents and the Partnership may require a Holder to pay any taxes or other governmental charges required by law or permitted by the Indenture. The Partnership need not exchange or register the transfer of any Note or portion of a Note selected for redemption or repurchase, except for the unredeemed or unrepurchased portion of any Note

A-2-8

being redeemed or repurchased in part. Also, the Partnership need not exchange or register the transfer of any Notes for a period of 15 days before a selection of Notes to be redeemed or repurchased or during the period between a record date and the corresponding Interest Payment Date.

10. Persons Deemed Owners. The registered Holder of a Note shall be treated as its owner for all purposes.

11. Amendment, Supplement and Waiver. Subject to certain exceptions set forth in the Base Indenture or herein, the Indenture or the Notes may be amended or supplemented with the consent of the Holders of a majority in aggregate principal amount of the then outstanding Notes, and any existing default or compliance with any provision of the Indenture or the Notes may be waived with the consent of the Holders of a majority in aggregate principal amount of the then outstanding Notes. Without the consent of any Holder of a Note, the Indenture or the Notes may be amended or supplemented for any of the purposes set forth in Section 9.01 of the Base Indenture (as amended by the Supplemental Indenture), including to cure any ambiguity, defect or inconsistency, to provide for the assumption of the Partnership’s obligations to Holders of the Notes in case of a merger or consolidation of the Partnership or sale of all or substantially all of the Partnership’s assets, to add or release Subsidiary Guarantors (or their successors) pursuant to the terms of the Indenture, to make any change that would provide any additional rights or benefits to the Holders of the Notes or that does not adversely affect the legal rights under the Indenture of any Holder of the Notes, to comply with the requirements of the U.S. Securities and Exchange Commission to permit the qualification of the Indenture under the Trust Indenture Act, to evidence or provide for the acceptance of appointment under the Indenture of a successor Trustee, to add any additional Events of Default, to secure the Notes or the Guarantees or to establish the form or terms of any other series of Debt Securities.

12. Defaults and Remedies. Events of Default with respect to the Notes include: (i) default for 30 days in the payment when due of interest on the Notes; (ii) default in payment when due of principal of or premium, if any, on the Notes at maturity, upon redemption or otherwise, (iii) failure by the Partnership or any Subsidiary Guarantor for 60 days after notice to comply with any of the other agreements in the Indenture; (iv) except as permitted by the Indenture, any Guarantee shall cease for any reason to be in full force and effect (except as otherwise provided in the Indenture) or is declared null and void in a judicial proceeding or any Subsidiary Guarantor, or any Person acting on behalf of any Subsidiary Guarantor, shall deny or disaffirm its obligations under the Indenture or its Guarantee and (v) certain events of bankruptcy or insolvency with respect to the Partnership or any of the Subsidiary Guarantors. If any Event of Default occurs and is continuing, the Trustee or the Holders of at least 25% in aggregate principal amount of the then outstanding Notes may declare all the Notes to be due and payable. Notwithstanding the foregoing, in the case of an Event of Default arising from certain events of bankruptcy or insolvency of either the Partnership or a Subsidiary Guarantor, all outstanding Notes shall become due and payable without further action or notice. Holders may not enforce

A-2-9

the Indenture or the Notes except as provided in the Indenture. Subject to certain limitations set forth in the Base Indenture or herein, Holders of a majority in aggregate principal amount of the then outstanding Notes may direct the Trustee in its exercise of any trust or power. If and so long as the board of directors, an executive committee of the board of directors or trust committee of responsible officers of the Trustee in good faith so determines, the Trustee may withhold from Holders of the Notes notice of any continuing Default (except a Default relating to the payment of principal, premium, if any, or interest) if it determines that withholding notice is in their interests. The Holders of a majority in aggregate principal amount of the Notes then outstanding by notice to the Trustee may on behalf of the Holders of all of the Notes waive any past Default or Event of Default and its consequences under the Indenture except a continuing Default or Event of Default in the payment of interest on, the principal of, or premium, if any, on the Notes or except as otherwise specified in Section 6.06 of the Base Indenture. The Partnership and the Subsidiary Guarantors are required to deliver to the Trustee annually a statement regarding compliance with the Indenture, and the Partnership is required upon becoming aware of any Default or Event of Default, to deliver to the Trustee a statement specifying such Default or Event of Default.

13. Trustee Dealings with the Partnership. The Trustee, in its individual or any other capacity, may make loans to, accept deposits from, and perform services for the Partnership or its Affiliates, and may otherwise deal with the Partnership or its Affiliates, as if it were not the Trustee.

14. No Recourse Against Others. The partners (other than the General Partner), directors, officers, employees, incorporators and members of each of the Partnership and any Subsidiary Guarantors, as such, shall have no liability for any obligations of the Subsidiary Guarantors or the Partnership under the Debt Securities, this Indenture or any Guarantee or for any claim based on, in respect of, or by reason of, such obligations or their creation. By accepting a Debt Security, each Holder shall waive and release all such liability. The waiver and release shall be part of the consideration for the issue of the Debt Securities.

15. Authentication. This Note shall not be valid until authenticated by the manual signature of the Trustee or an authenticating agent.

16. Abbreviations. Customary abbreviations may be used in the name of a Holder or an assignee, such as: TEN COM (= tenants in common), TEN ENT (= tenants by the entireties), JT TEN (= joint tenants with right of survivorship and not as tenants in common), CUST (= Custodian), and U/G/M/A (= Uniform Gifts to Minors Act).

17. CUSIP and ISIN Numbers. Pursuant to a recommendation promulgated by the Committee on Uniform Security Identification Procedures, the Partnership has caused CUSIP and corresponding ISIN numbers to be printed on the Notes, and the Trustee may use CUSIP and corresponding ISIN numbers in notices of redemption as a convenience to Holders. No representation is made as to the accuracy of such numbers either as printed on the Notes or as

A-2-10

contained in any notice of redemption and reliance may be placed only on the other identification numbers placed thereon.

The Partnership shall furnish to any Holder upon written request and without charge a copy of the Indenture. Requests may be made to:

Western Midstream Operating, LP

1201 Lake Robbins Drive

The Woodlands, Texas 77380-1046

Telephone: (832) 636-6000

A-2-11

Assignment Form

To assign this Note, fill in the form below: (I) or (we) assign and transfer this Note to




(Insert assignee’s soc. sec. or tax I.D. no.)




(Print or type assignee’s name, address and zip code)

and irrevocably appoint
agent to transfer this Note on the books of the Partnership. The agent may substitute another to act for him.


Date:

	Your Signature:
		(Sign exactly as your name appears on the face of this Note)

Signature Guarantee:
	(Signature must be guaranteed by a financial institution that is a member of the Securities Transfer Agent Medallion Program (“STAMP”), the Stock Exchange Medallion Program (“SEMP”), the New York Stock Exchange, Inc. Medallion Signature Program (“MSP”) or such other signature guarantee program as may be determined by the Registrar in addition to, or in substitution for, STAMP, SEMP or MSP, all in accordance with the Securities Exchange Act of 1934, as amended.)

A-2-12

OPTION OF HOLDER TO ELECT PURCHASE



Date:		Your Signature:
			(Sign exactly as your name appears on the other side of this Note)

		Soc. Sec. or Tax Identification No.:

Signature Guarantee:
	(Signature must be guaranteed)

A-2-13

SCHEDULE OF INCREASES OR DECREASES IN THE GLOBAL NOTE⁶

The original principal amount of this Global Note is $1,000,000,000. The following increases or decreases in this Global Note have been made:



Date of Exchange	Amount of decrease in Principal Amount of this Global Note	Amount of increase in Principal Amount of this Global Note	Principal Amount of this Global Note following such decrease (or increase)	Signature of authorized signatory of Trustee or Note Custodian

⁶ To be included only if the Note is issued in global form.

A-2-14

EXHIBIT A-3

(Form of Face of Note)



CUSIP: 958667 AC1				No. __
ISIN: US958667AC17				$__________

WESTERN MIDSTREAM OPERATING, LP

4.050% Senior Notes due 2030

Interest Payment Dates: February 1 and August 1

Record Dates: January 15 and July 15

⁷ To be included only if the Note is issued in global form.



WESTERN MIDSTREAM OPERATING, LP

By:	Western Midstream Operating GP, LLC, its general partner

By:
	Name:	Michael C. Pearl
	Title:	Senior Vice President and Chief Financial Officer

TRUSTEE’S CERTIFICATE OF
AUTHENTICATION

This is one of the Debt Securities of the series designated therein referred to in the within-mentioned Indenture.



WELLS FARGO BANK, NATIONAL ASSOCIATION,
As Trustee

By:
	Name:	Patrick Giordano
	Title:	Vice President

Dated: _________

[Signature Page to Global Note]

(Form of Back of Note)

4.050% Senior Notes due 2030

Capitalized terms used herein shall have the meanings assigned to them in the Indenture referred to below unless otherwise indicated.

1. Interest. Western Midstream Operating, LP, a Delaware limited partnership (the “Partnership”), promises to pay interest on the principal amount of this Note at 4.050% per annum from January 13, 2020 until maturity. The Partnership shall pay interest semi-annually on February 1 and August 1 of each such year, or if any such day is not a Business Day, on the next succeeding Business Day (each an “Interest Payment Date”). Interest on the Notes shall accrue from the most recent date to which interest has been paid or, if no interest has been paid, from the date of issuance. The first Interest Payment Date shall be August 1, 2020.

⁸ To be included only if the Note is issued in global form.

A-3-2

downgrades (or subsequently upgrades) the debt rating applicable to the notes (a “rating”) as set forth below.



Rating	Percentage
BB+	25 basis points
BB	50 basis points
BB-	75 basis points
B+ or below	100 basis points



Rating	Percentage
Ba2	25 basis points
Ba3	50 basis points
B1	75 basis points
B2 or below	100 basis points

A-3-3



Rating	Percentage
BB+	25 basis points
BB	50 basis points
BB-	75 basis points
B+ or below	100 basis points

If Fitch, Moody’s or S&P (or, in any case, a substitute rating agency therefor) subsequently increases its rating applicable to the Notes to any of the threshold ratings set forth above, the interest rate on the Notes shall be decreased such that the interest rate for the Notes equals the interest rate set forth on the face of the Notes plus the percentage set forth opposite the ratings from the tables above in effect immediately following the increase. Each adjustment required by any decrease or increase in a rating set forth above, whether occasioned by the action of Fitch, Moody’s or S&P (or, in any case, a substitute rating agency therefor), shall be made independent of any and all other adjustments. In no event shall (1) the interest rate for the Notes be reduced below 4.050%, or (2) the total increase in the interest rate on the Notes exceed 2.00% above 4.050%. If Fitch (or a substitute rating agency therefor) increases its rating applicable to the Notes to BBB or higher, Moody’s (or a substitute rating agency therefor) increases its rating applicable to the Notes to Baa2 or higher, and S&P (or a substitute rating agency therefor) increases its rating applicable to the Notes to BBB or higher (or two of these ratings if the Notes are only rated by two rating agencies), the interest rate on the Notes will remain at, or be decreased to 4.050%, and no subsequent downgrades in a rating shall result in an adjustment of the interest rates on the Notes as provided herein.

A-3-4

agency in the applicable table above (taking into account the provisions of clause (2) above), plus any applicable percentage resulting from a decreased rating by the other ratings agency.

A-3-5

5. Indenture. The Partnership issued the 4.050% Senior Notes due 2030 (the “Notes”) under an Indenture, dated as of May 18, 2011, by and among the Partnership, the former guarantors party thereto and the Trustee (the “Base Indenture”), as supplemented by the Eleventh Supplemental Indenture, dated as of January 13, 2020, between the Partnership and the Trustee (the “Supplemental Indenture” and, together with the Base Indenture, the “Indenture”). The terms of the Notes include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939, as amended (15 U.S. Code §§ 77aaa-77bbbb). The Notes are subject to all such terms, and Holders are referred to the Indenture and such Act for a statement of such terms. To the extent any provision of this Note conflicts with the express provisions of the Indenture, the provisions of the Indenture shall govern and be controlling. The Notes are obligations of the Partnership initially in aggregate principal amount of $1,200,000,000. The Partnership may issue an unlimited aggregate principal amount of Additional Notes under the Indenture. Any such Additional Notes that are actually issued shall be treated as issued and outstanding Notes (and as the same series (with identical terms other than with respect to the issue date, the date of first payment of interest, if applicable, and the payment of interest accruing prior to the issue date) as the initial Notes) for all purposes of the Indenture, including waivers, amendments, redemptions and offers to purchase.

6. Optional Redemption. The Partnership may redeem the Notes, in whole or in part, at any time before November 1, 2029 (the “Par Call Date”), at a redemption price equal to the greater of (1) 100% of the principal amount of the Notes to be redeemed and (2) the sum of the present values of the remaining scheduled payments of principal and interest on such Notes that would have been due if the Notes matured on the Par Call Date (exclusive of interest accrued to the redemption date) discounted to the redemption date on a semiannual basis (assuming a 360-

A-3-6

day year consisting of twelve 30-day months) at the Treasury Rate plus 35 basis points, plus, in either case, accrued interest, if any, on the principal amount being redeemed to such redemption date. On or after the Par Call Date, the Notes will be redeemable and repayable, at the Partnership’s option, at any time in whole, or from time to time in part, at a price equal to 100% of the principal amount of the Notes to be redeemed plus accrued interest on the Notes to be redeemed to the date of redemption.

For purposes of determining any redemption price, the following definitions shall apply:

“Comparable Treasury Issue” means the United States Treasury security selected by the Quotation Agent as having a maturity comparable to the remaining term of the Notes to be redeemed, calculated as if the maturity date of the Notes were the Par Call Date (the “Remaining Life”) that would be utilized, at the time of selection and in accordance with customary financial practice, in pricing new issues of corporate debt securities of comparable maturity to the Remaining Life of such Notes; provided, however, that if no maturity is within three months before or after the Par Call Date, yields for the two published maturities most closely corresponding to such United States Treasury security shall be determined and the Treasury Rate will be interpolated or extrapolated from those yields on a straight line basis rounding to the nearest month.

“Primary Treasury Dealer” means a U.S. government securities dealer in The City of New York.

“Quotation Agent” means the Reference Treasury Dealer appointed by the Partnership.

A-3-7

Treasury Dealer at 5:00 p.m., New York City time, on the third Business Day preceding the redemption date.

8. Change of Control. Change of Control. Repurchase at Option of Holder. Within thirty (30) days following the occurrence of a Change of Control Triggering Event, unless the Partnership has previously or concurrently exercised its rights to redeem all of the Notes as described in paragraph 5 above, the Partnership shall offer a cash payment (a “Change of Control Offer”) to repurchase all or any part (equal to $2,000 or an integral multiple of $1,000 in excess of $2,000) of each Holder’s Notes at a purchase price equal to 101% (or, at the Partnership’s election, a higher percentage) of the aggregate principal amount of Notes repurchased, plus accrued and unpaid interest, if any, on the Notes repurchased to, but not including, the date of settlement (the “Change of Control Settlement Date”), subject to the right of Holders of record on the relevant record date to receive interest due on an interest payment date that is on or prior to the Change of Control Settlement Date. Within 30 days following a Change of Control Triggering Event, unless the Partnership has previously or concurrently exercised its rights to redeem all of the Notes as described in paragraph 5 above, the Partnership shall mail a notice of the Change of Control Offer to each Holder and the Trustee describing the transaction or transactions and identification of the ratings decline that together constitute the Change of Control Triggering Event and setting forth the procedures governing the Change of Control Offer as required by Section 5.06 of the Indenture.

A-3-8

10. Persons Deemed Owners. The registered Holder of a Note shall be treated as its owner for all purposes.

A-3-9

15. Authentication. This Note shall not be valid until authenticated by the manual signature of the Trustee or an authenticating agent.

A-3-10

contained in any notice of redemption and reliance may be placed only on the other identification numbers placed thereon.

The Partnership shall furnish to any Holder upon written request and without charge a copy of the Indenture. Requests may be made to:

Western Midstream Operating, LP

1201 Lake Robbins Drive

The Woodlands, Texas 77380-1046

Telephone: (832) 636-6000

A-3-11

Assignment Form

To assign this Note, fill in the form below: (I) or (we) assign and transfer this Note to




(Insert assignee’s soc. sec. or tax I.D. no.)




(Print or type assignee’s name, address and zip code)

and irrevocably appoint
agent to transfer this Note on the books of the Partnership. The agent may substitute another to act for him.


Date:

	Your Signature:
		(Sign exactly as your name appears on the face of this Note)

Signature Guarantee:
	(Signature must be guaranteed by a financial institution that is a member of the Securities Transfer Agent Medallion Program (“STAMP”), the Stock Exchange Medallion Program (“SEMP”), the New York Stock Exchange, Inc. Medallion Signature Program (“MSP”) or such other signature guarantee program as may be determined by the Registrar in addition to, or in substitution for, STAMP, SEMP or MSP, all in accordance with the Securities Exchange Act of 1934, as amended.)

A-3-12

OPTION OF HOLDER TO ELECT PURCHASE



Date:		Your Signature:
			(Sign exactly as your name appears on the other side of this Note)

		Soc. Sec. or Tax Identification No.:

Signature Guarantee:
	(Signature must be guaranteed)

A-3-13

SCHEDULE OF INCREASES OR DECREASES IN THE GLOBAL NOTE⁹

The original principal amount of this Global Note is $1,200,000,000. The following increases or decreases in this Global Note have been made:



Date of Exchange	Amount of decrease in Principal Amount of this Global Note	Amount of increase in Principal Amount of this Global Note	Principal Amount of this Global Note following such decrease (or increase)	Signature of authorized signatory of Trustee or Note Custodian

⁹ To be included only if the Note is issued in global form.

A-3-14

EXHIBIT A-4

(Form of Face of Note)



CUSIP: 958667 AA5				No. __
ISIN: US958667AA50				$__________

WESTERN MIDSTREAM OPERATING, LP

5.250% Senior Notes due 2050

Interest Payment Dates: February 1 and August 1

Record Dates: January 15 and July 15

¹⁰ To be included only if the Note is issued in global form.



WESTERN MIDSTREAM OPERATING, LP

By:	Western Midstream Operating GP, LLC, its general partner

By:
	Name:	Michael C. Pearl
	Title:	Senior Vice President and Chief Financial Officer

TRUSTEE’S CERTIFICATE OF
AUTHENTICATION

This is one of the Debt Securities of the series designated therein referred to in the within-mentioned Indenture.



WELLS FARGO BANK, NATIONAL ASSOCIATION,
As Trustee

By:
	Name:	Patrick Giordano
	Title:	Vice President

Dated: _________

[Signature Page to Global Note]

(Form of Back of Note)

5.250% Senior Notes due 2050

Capitalized terms used herein shall have the meanings assigned to them in the Indenture referred to below unless otherwise indicated.

1. Interest. Western Midstream Operating, LP, a Delaware limited partnership (the “Partnership”), promises to pay interest on the principal amount of this Note at 5.250% per annum from January 13, 2020 until maturity. The Partnership shall pay interest semi-annually on February 1 and August 1 of each such year, or if any such day is not a Business Day, on the next succeeding Business Day (each an “Interest Payment Date”). Interest on the Notes shall accrue from the most recent date to which interest has been paid or, if no interest has been paid, from the date of issuance. The first Interest Payment Date shall be August 1, 2020.

¹¹ To be included only if the Note is issued in global form.

A-4-2

downgrades (or subsequently upgrades) the debt rating applicable to the notes (a “rating”) as set forth below.



Rating	Percentage
BB+	25 basis points
BB	50 basis points
BB-	75 basis points
B+ or below	100 basis points



Rating	Percentage
Ba2	25 basis points
Ba3	50 basis points
B1	75 basis points
B2 or below	100 basis points

A-4-3



Rating	Percentage
BB+	25 basis points
BB	50 basis points
BB-	75 basis points
B+ or below	100 basis points

If Fitch, Moody’s or S&P (or, in any case, a substitute rating agency therefor) subsequently increases its rating applicable to the Notes to any of the threshold ratings set forth above, the interest rate on the Notes shall be decreased such that the interest rate for the Notes equals the interest rate set forth on the face of the Notes plus the percentage set forth opposite the ratings from the tables above in effect immediately following the increase. Each adjustment required by any decrease or increase in a rating set forth above, whether occasioned by the action of Fitch, Moody’s or S&P (or, in any case, a substitute rating agency therefor), shall be made independent of any and all other adjustments. In no event shall (1) the interest rate for the Notes be reduced below 5.250%, or (2) the total increase in the interest rate on the Notes exceed 2.00% above 5.250%. If Fitch (or a substitute rating agency therefor) increases its rating applicable to the Notes to BBB or higher, Moody’s (or a substitute rating agency therefor) increases its rating applicable to the Notes to Baa2 or higher, and S&P (or a substitute rating agency therefor) increases its rating applicable to the Notes to BBB or higher (or two of these ratings if the Notes are only rated by two rating agencies), the interest rate on the Notes will remain at, or be decreased to 5.250%, and no subsequent downgrades in a rating shall result in an adjustment of the interest rates on the Notes as provided herein.

A-4-4

agency in the applicable table above (taking into account the provisions of clause (2) above), plus any applicable percentage resulting from a decreased rating by the other ratings agency.

A-4-5

5. Indenture. The Partnership issued the 5.250% Senior Notes due 2050 (the “Notes”) under an Indenture, dated as of May 18, 2011, by and among the Partnership, the former guarantors party thereto and the Trustee (the “Base Indenture”), as supplemented by the Eleventh Supplemental Indenture, dated as of January 13, 2020, between the Partnership and the Trustee (the “Supplemental Indenture” and, together with the Base Indenture, the “Indenture”). The terms of the Notes include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939, as amended (15 U.S. Code §§ 77aaa-77bbbb). The Notes are subject to all such terms, and Holders are referred to the Indenture and such Act for a statement of such terms. To the extent any provision of this Note conflicts with the express provisions of the Indenture, the provisions of the Indenture shall govern and be controlling. The Notes are obligations of the Partnership initially in aggregate principal amount of $1,000,000,000. The Partnership may issue an unlimited aggregate principal amount of Additional Notes under the Indenture. Any such Additional Notes that are actually issued shall be treated as issued and outstanding Notes (and as the same series (with identical terms other than with respect to the issue date, the date of first payment of interest, if applicable, and the payment of interest accruing prior to the issue date) as the initial Notes) for all purposes of the Indenture, including waivers, amendments, redemptions and offers to purchase.

6. Optional Redemption. The Partnership may redeem the Notes, in whole or in part, at any time before August 1, 2049 (the “Par Call Date”), at a redemption price equal to the greater of (1) 100% of the principal amount of the Notes to be redeemed and (2) the sum of the present values of the remaining scheduled payments of principal and interest on such Notes that would have been due if the Notes matured on the Par Call Date (exclusive of interest accrued to the redemption date) discounted to the redemption date on a semiannual basis (assuming a 360-

A-4-6

day year consisting of twelve 30-day months) at the Treasury Rate plus 45 basis points, plus, in either case, accrued interest, if any, on the principal amount being redeemed to such redemption date. On or after the Par Call Date, the Notes will be redeemable and repayable, at the Partnership’s option, at any time in whole, or from time to time in part, at a price equal to 100% of the principal amount of the Notes to be redeemed plus accrued interest on the Notes to be redeemed to the date of redemption.

For purposes of determining any redemption price, the following definitions shall apply:

“Comparable Treasury Issue” means the United States Treasury security selected by the Quotation Agent as having a maturity comparable to the remaining term of the Notes to be redeemed, calculated as if the maturity date of the Notes were the Par Call Date (the “Remaining Life”) that would be utilized, at the time of selection and in accordance with customary financial practice, in pricing new issues of corporate debt securities of comparable maturity to the Remaining Life of such Notes; provided, however, that if no maturity is within three months before or after the Par Call Date, yields for the two published maturities most closely corresponding to such United States Treasury security shall be determined and the Treasury Rate will be interpolated or extrapolated from those yields on a straight line basis rounding to the nearest month.

“Primary Treasury Dealer” means a U.S. government securities dealer in The City of New York.

“Quotation Agent” means the Reference Treasury Dealer appointed by the Partnership.

A-4-7

Treasury Dealer at 5:00 p.m., New York City time, on the third Business Day preceding the redemption date.

A-4-8

10. Persons Deemed Owners. The registered Holder of a Note shall be treated as its owner for all purposes.

A-4-9

15. Authentication. This Note shall not be valid until authenticated by the manual signature of the Trustee or an authenticating agent.

A-4-10

contained in any notice of redemption and reliance may be placed only on the other identification numbers placed thereon.

The Partnership shall furnish to any Holder upon written request and without charge a copy of the Indenture. Requests may be made to:

Western Midstream Operating, LP

1201 Lake Robbins Drive

The Woodlands, Texas 77380-1046

Telephone: (832) 636-6000

A-4-11

Assignment Form

To assign this Note, fill in the form below: (I) or (we) assign and transfer this Note to




(Insert assignee’s soc. sec. or tax I.D. no.)




(Print or type assignee’s name, address and zip code)

and irrevocably appoint
agent to transfer this Note on the books of the Partnership. The agent may substitute another to act for him.


Date:

	Your Signature:
		(Sign exactly as your name appears on the face of this Note)

Signature Guarantee:
	(Signature must be guaranteed by a financial institution that is a member of the Securities Transfer Agent Medallion Program (“STAMP”), the Stock Exchange Medallion Program (“SEMP”), the New York Stock Exchange, Inc. Medallion Signature Program (“MSP”) or such other signature guarantee program as may be determined by the Registrar in addition to, or in substitution for, STAMP, SEMP or MSP, all in accordance with the Securities Exchange Act of 1934, as amended.)

A-4-12

OPTION OF HOLDER TO ELECT PURCHASE



Date:		Your Signature:
			(Sign exactly as your name appears on the other side of this Note)

		Soc. Sec. or Tax Identification No.:

Signature Guarantee:
	(Signature must be guaranteed)

A-4-13

SCHEDULE OF INCREASES OR DECREASES IN THE GLOBAL NOTE¹²

The original principal amount of this Global Note is $1,000,000,000. The following increases or decreases in this Global Note have been made:



Date of Exchange	Amount of decrease in Principal Amount of this Global Note	Amount of increase in Principal Amount of this Global Note	Principal Amount of this Global Note following such decrease (or increase)	Signature of authorized signatory of Trustee or Note Custodian

¹² To be included only if the Note is issued in global form.

A-4-14

EXHIBIT B

NOTATION OF GUARANTEE

Each of the Subsidiary Guarantors (which term includes any successor Person under the Indenture), has fully, unconditionally and absolutely guaranteed, to the extent set forth in the Indenture and subject to the provisions in the Indenture, the due and punctual payment of the principal of, and premium, if any, and interest on the [Floating Rate][2025][2030][2050] Notes and all other amounts due and payable under the Indenture and the [Floating Rate][2025][2030][2050] Notes by the Partnership.

The obligations of each of the Subsidiary Guarantors to the Holders of Debt Securities and to the Trustee pursuant to its Guarantee and the Indenture are expressly set forth in Article XIV of the Base Indenture, as supplemented by Article VIII of the Supplemental Indenture and reference is hereby made to the Indenture for the precise terms of the Guarantee.



	[Subsidiary Guarantors]

	By:
	Name: Title:

B-1



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



Exhibit Number		Description
1.1		Underwriting Agreement, dated January 9, 2020, by and among Western Midstream Operating, LP, Western Midstream Operating GP, LLC, Western Midstream Partners, LP, Western Midstream Holdings, LLC and Barclays Capital Inc., Citigroup Global Markets Inc., Deutsche Bank Securities Inc. and PNC Capital Markets LLC, as representatives of the several underwriters named therein.
4.1		Eleventh Supplemental Indenture, dated as of January 13, 2020, by and between Western Midstream Operating, LP, as Issuer, and Wells Fargo Bank, National Association, as Trustee.
4.2		Form of Floating Rate Senior Notes due 2023 (included as Exhibit A-1 to Exhibit 4.1).
4.3		Form of 3.100% Senior Notes due 2025 (included as Exhibit A-2 to Exhibit 4.1).
4.4		Form of 4.050% Senior Notes due 2030 (included as Exhibit A-3 to Exhibit 4.1).
4.5		Form of 5.250% Senior Notes due 2050 (included as Exhibit A-4 to Exhibit 4.1).
5.1		Opinion of Latham & Watkins LLP.
23.1		Consent of Latham & Watkins LLP (included in Exhibit 5.1).



Title of each class	Trading symbol	Name of exchange on which registered
None	None	None



		WESTERN MIDSTREAM OPERATING, LP

		By:	Western Midstream Operating GP, LLC, its general partner


Dated:	January 13, 2020	By:	/s/ Michael C. Pearl
			Michael C. Pearl Senior Vice President and Chief Financial Officer



	811 Main Street, Suite 3700
	Houston, TX 77002
	Tel: +1.713.546.5400 Fax: +1.713.546.5401
	www.lw.com

	FIRM / AFFILIATE OFFICES
	Beijing	Moscow
	Boston	Munich
	Brussels	New York
	Century City	Orange County
	Chicago	Paris
January 13, 2020	Dubai	Riyadh
	Düsseldorf	San Diego
	Frankfurt	San Fransisco
	Hamburg	Seoul
	Hong Kong	Shanghai
	Houston	Silicon Valley
	London	Singapore
	Los Angeles	Tokyo
	Madrid	Washington, D.C.
	Milan


(a)	the effects of bankruptcy, insolvency, reorganization, preference, fraudulent transfer, moratorium or other similar laws relating to or affecting the rights and remedies of creditors;


(b)	the effects of general principles of equity, whether considered in a proceeding in equity or at law (including the possible unavailability of specific performance or injunctive relief), concepts of materiality, reasonableness, good faith, fair dealing and the discretion of the court before which a proceeding is brought;


(c)	the invalidity under certain circumstances under law or court decisions of provisions for the indemnification of or contribution to a party with respect to a liability where such indemnification or contribution is contrary to public policy; and