AMENDMENT NO. 3 TO FIRST AMENDED
AND RESTATED
AGREEMENT OF LIMITED PARTNERSHIP OF WESTERN GAS PARTNERS,
LP
This Amendment
No. 3 to First Amended and Restated Agreement of Limited
Partnership of Western Gas Partners, LP (this
“Amendment”) is made as of the 22
nd day of July, 2009, by Western Gas Holdings, LLC,
a Delaware limited liability company (the “General
Partner”) in accordance with Article XIII of the
Partnership Agreement (as such capitalized terms are defined
below).
A. The
General Partner is the sole general partner of Western Gas
Partners, LP, a Delaware limited partnership (the
“Partnership”) that is governed by the First Amended
and Restated Agreement of Limited Partnership dated as of
May 14, 2008 (as amended by Amendment No. 1 thereto dated
as of December 19, 2008, and Amendment No. 2 thereto
dated as of April 15, 2009, the “Partnership
Agreement”). Capitalized terms used but not defined herein
are used as defined in the Partnership Agreement.
B. The
Partnership has entered into a Contribution Agreement dated as of
July 10, 2009 (the “2009 Contribution Agreement”)
by and among Anadarko Uintah Midstream, LLC, a Delaware limited
liability company, Western Gas Resources, Inc., a Delaware
corporation, Asset HoldCo, Holdings, WES GP, Inc., a Delaware
corporation, the General Partner, the Partnership, OLP GP, the
Operating Partnership and Anadarko, in which the Partnership will
acquire certain midstream assets.
C. Pursuant
to the transactions contemplated by the 2009 Contribution Agreement
and in consideration (in part) for such midstream assets, the
Partnership will make a special cash distribution (the
“Special Distribution”) in the amount of $101,450,500
to Holdings, without a corresponding distribution to the General
Partner or the Limited Partners of the Partnership.
D. To effect
the Special Distribution as contemplated by the 2009 Contribution
Agreement, it is necessary to amend the Partnership Agreement as
provided herein.
E. The
General Partner has determined that this Amendment will not
adversely affect the Limited Partners in any material
respect.
F. Acting
pursuant to the powe
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