Western Midstream Operating, LP - FORM 8-K - EX-2.1 - EXHIBIT 2.1

Attached files

file	filename
8-K - 8-K - Western Midstream Operating, LP	wes8-kx032016.htm
EX-10.1 - EXHIBIT 10.1 - Western Midstream Operating, LP	wes8-kxex101.htm
EX-10.2 - EXHIBIT 10.2 - Western Midstream Operating, LP	wes8-kxex102.htm

EXECUTION VERSION

CONTRIBUTION AGREEMENT

by and among

APC MIDSTREAM HOLDINGS, LLC

WGR ASSET HOLDING COMPANY LLC

as Contributing Parties

and

WESTERN GAS PARTNERS, LP

WESTERN GAS OPERATING, LLC

WGR OPERATING, LP

as Recipient Parties

and, for certain limited purposes,
ANADARKO PETROLEUM CORPORATION

Covering the Contribution of

a 100% membership interest in Springfield Pipeline LLC

Dated as of February 24, 2016

TABLE OF CONTENTS



			Page
Article I DEFINITIONS AND RULES OF CONSTRUCTION			2
	Section 1.1	Definitions	2
	Section 1.2	Rules of Construction	11

Article II CONTRIBUTION			11
	Section 2.1	Contribution of the Interest	11
	Section 2.2	Consideration	12
	Section 2.3	Borrowing by the Partnership; Tax Treatment of Cash Consideration	12
	Section 2.4	Contemplated Legal Steps	12

Article III CLOSING			12
	Section 3.1	The Closing	12
	Section 3.2	Deliveries by the Contributing Parties	13
	Section 3.3	Deliveries by the Recipient Parties	13
	Section 3.4	Closing Costs; Transfer Taxes and Fees	14
	Section 3.5	Receipts and Credits	14

Article IV REPRESENTATIONS AND WARRANTIES OF ANADARKO AND THE CONTRIBUTING PARTIES			14
	Section 4.1	Organization	15
	Section 4.2	Authorization; Enforceability	15
	Section 4.3	No Conflicts	15
	Section 4.4	Preference Rights and Transfer Requirements	16
	Section 4.5	Litigation	16
	Section 4.6	Title	16
	Section 4.7	Taxes and Assessments	17
	Section 4.8	Compliance With Laws	18
	Section 4.9	Environmental Matters	19
	Section 4.10	Brokers and Finders	20
	Section 4.11	Permits	20
	Section 4.12	Contracts	20
	Section 4.13	Condition of Assets	20
	Section 4.14	Matters Relating to Springfield	21
	Section 4.15	No Undisclosed Liabilities; Accuracy of Data	21
	Section 4.16	Absence of Certain Changes	21
	Section 4.17	Sufficiency of the Assets	21
	Section 4.18	Regulatory Matters	22

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	Section 4.19	Outstanding Capital Commitments	22
	Section 4.20	Insurance	22
	Section 4.21	Employees; Labor Relations	22
	Section 4.22	Management Projections and Budgets	23
	Section 4.23	Investment	23

Article V REPRESENTATIONS AND WARRANTIES OF THE RECIPIENT PARTIES			23
	Section 5.1	Organization of the Recipient Parties	23
	Section 5.2	Authorization; Enforceability	24
	Section 5.3	No Conflicts	24
	Section 5.4	Litigation	24
	Section 5.5	Brokers’ Fees	24
	Section 5.6	Investment	24

Article VI COVENANTS			25
	Section 6.1	Conduct of Business	25
	Section 6.2	Access	26
	Section 6.3	Tax Matters	26
	Section 6.4	Additional Agreements	27
	Section 6.5	Replacement of Bonds, Letters of Credit and Guarantees	27
	Section 6.6	Springfield Matters	27
	Section 6.7	Required Consents	27

Article VII CONDITIONS TO CLOSING			27
	Section 7.1	Conditions to Each Party’s Obligation to Close	27
	Section 7.2	Conditions to the Recipient Parties’ Obligation to Close	28
	Section 7.3	Conditions to the Contributing Parties’ Obligation to Close	29

Article VIII TERMINATION			29
	Section 8.1	Termination	29
	Section 8.2	Effect of Termination	30

Article IX INDEMNIFICATION			30
	Section 9.1	Survival	30
	Section 9.2	Indemnification of the Anadarko Indemnified Parties	31
	Section 9.3	Indemnification of the Partnership Indemnified Parties	31
	Section 9.4	Demands	32
	Section 9.5	Right to Contest and Defend	32
	Section 9.6	Cooperation	33
	Section 9.7	Payment of Losses	33

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	Section 9.8	Limitations on Indemnification	33
	Section 9.9	Sole Remedy	34
	Section 9.10	Treatment of Indemnification Payments	34
	Section 9.11	Express Negligence Rule	34

Article X ADDITIONAL AGREEMENTS			35
	Section 10.1	Further Assurances	35

Article XI MISCELLANEOUS			35
	Section 11.1	Expenses	35
	Section 11.2	Notices	35
	Section 11.3	Severability	37
	Section 11.4	Governing Law; Consent to Jurisdiction	37
	Section 11.5	Parties in Interest	37
	Section 11.6	Assignment	37
	Section 11.7	No Amendment or Waiver	37
	Section 11.8	Counterparts	38
	Section 11.9	Integration	38
	Section 11.10	Determinations by the Partnership	38
	Section 11.11	Public Statements	38

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Disclosure Schedules



Schedule 4.4	- Preference Rights and Transfer Requirements
	Part 1 - Contracts
	Part 2 - Surface Contracts
Schedule 4.5	- Contributing Party Litigation
Schedule 4.6(a)	- Title to Interest
Schedule 4.6(b)	- Title to Springfield Assets
	Part 1 – Exceptions
	Part 2 – Material Springfield Surface Contracts
Schedule 4.7(a)	- Tax Matters
Schedule 4.8	- Compliance With Laws
Schedule 4.9	- Environmental Matters
Schedule 4.11	- Permits
Schedule 4.12	- Contract Matters
	Part 1 – All Material Contracts
	Part 2 – Exceptions
Schedule 4.14	- Obligations Relating to Springfield
Schedule 4.15	- Bonds, Letters of Credit and Guarantees
Schedule 4.16	- Absence of Certain Changes
Schedule 4.17	- Sufficiency of the Assets
Schedule 4.19	- Outstanding Capital Commitments
Schedule 4.20	- Insurance
Schedule 5.4	- Recipient Party Litigation
Schedule 9.3(e)	- Tax Partnership

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Exhibits



Exhibit A	Description of Springfield Gas Gathering System
Exhibit B	Description of Springfield Oil Gathering System
Exhibit C	Form of Interest Conveyance Agreement
Exhibit D	Form of Partnership Agreement Amendment

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CONTRIBUTION AGREEMENT

THIS CONTRIBUTION AGREEMENT, dated as of February 24, 2016 (the “Agreement”), is made and entered into by and among WGR Asset Holding Company LLC, a Delaware limited liability company (“WGRAH”), APC Midstream Holdings, LLC, a Delaware limited liability company (“AMH” and, together with WGRAH, the “Contributing Parties”), and Western Gas Partners, LP, a Delaware limited partnership (the “Partnership”), Western Gas Operating, LLC, a Delaware limited liability company (“Western Gas Operating”) and WGR Operating, LP, a Delaware limited partnership (the “Operating Partnership” and, together with the Partnership and Western Gas Operating, the “Recipient Parties”). The Contributing Parties and the Recipient Parties are sometimes referred to in this Agreement each as a “Party” and collectively as the “Parties.” In addition, Anadarko Petroleum Corporation, a Delaware corporation (“Anadarko”), is a party to this Agreement for the limited purposes set forth in Article II, Section 3.1, Section 3.2, Section 3.5, Article IV, Section 6.4, Section 7.3, Article VIII, Article IX, Article X and Article XI and is a “Party” under this Agreement solely to that extent.

RECITALS

WHEREAS, AMH owns all of the equity interests in WGRAH;

WHEREAS, the Partnership owns all of the equity interests in Western Gas Operating, which is a disregarded entity for U.S. federal income tax purposes;

WHEREAS, the Partnership is the sole limited partner and Western Gas Operating is the sole general partner of the Operating Partnership;

WHEREAS, WGRAH owns the Interest (defined herein);

WHEREAS, WGRAH desires to distribute the Interest to AMH and AMH desires to acquire the same;

WHEREAS AMH desires to contribute the Interest to the Partnership for the consideration described herein, and the Partnership desires to acquire the Interest for such consideration;

WHEREAS, the Partnership desires to contribute an undivided interest in the Interest to Western Gas Operating, and Western Gas Operating desires to acquire such undivided interest;

WHEREAS, the Partnership and Western Gas Operating desire to transfer all of the undivided interests in the Interest to the Operating Partnership and the Operating Partnership desires to acquire such undivided interests; and

WHEREAS, in order to avoid multiple conveyances of the Interest, each of the Parties entitled to receive an interest in the Interest agrees that WGRAH will be instructed to convey such interest to any Party to which it is required to make such a conveyance, with the result that WGRAH will execute and deliver a document to convey legal title to the Interest directly to the Operating Partnership.

NOW, THEREFORE, in consideration of the premises and mutual covenants contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:

ARTICLE I

DEFINITIONS AND RULES OF CONSTRUCTION

Section 1.1 Definitions.

“Affiliate” means, with respect to any Person, any other Person that, directly or indirectly, Controls, is Controlled by or is under common Control with, such specified Person through one or more intermediaries or otherwise; provided, however, that (a) with respect to each of the Anadarko Entities, including the Contributing Parties, the term “Affiliate” shall exclude the Partnership Entities, (b) with respect to each of the Partnership Entities, including the Recipient Parties, the term “Affiliate” shall exclude the Anadarko Entities, and (iii) Springfield shall be deemed to be an Affiliate of the Anadarko Entities before the Closing Date and an Affiliate of the Partnership Entities on and after the Closing Date.

“Aggregate Consideration” has the meaning set forth in Section 9.8(a).

“Agreement” has the meaning set forth in the preamble.

“AMH” has the meaning set forth in the preamble.

“Anadarko” has the meaning set forth in the preamble.

“Anadarko Entities” means Anadarko and any other Person Controlled by Anadarko other than the Partnership Entities.

“Anadarko Indemnified Parties” has the meaning set forth in Section 9.2.

“Ancillary Documents” means, collectively, the Recipient Party Ancillary Documents and the Contributing Party Ancillary Documents.

“Business Day” means any day that is not a Saturday, Sunday or legal holiday in the State of Texas or a federal holiday in the United States.

“Cash Consideration” means $712.5 million.

“Closing” has the meaning set forth in Section 3.1.

“Closing Date” has the meaning set forth in Section 3.1.

“Code” means the Internal Revenue Code of 1986, as amended, and the applicable Treasury Regulations.

“Contributing Parties” has the meaning set forth in the preamble.

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“Contributing Party Ancillary Documents” means each agreement, document, instrument or certificate to be delivered by any Contributing Party, or any Affiliate thereof, at the Closing pursuant to Section 3.2 and each other document or contract entered into by any Contributing Party, or any Affiliate thereof, in connection with this Agreement or the Closing.

“Contributing Party Closing Certificate” has the meaning set forth in Section 7.2(c).

“Control” means, where used with respect to any Person, the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of such Person, whether through the ownership of voting securities, by contract or otherwise, and the terms “Controlling” and “Controlled” have correlative meanings.

“COO Agreement” means the Agreement for the Construction, Ownership and Operation of Midstream Assets in Maverick, Dimmit, Webb and La Salle Counties, Texas, by and among Springfield, Eagle Ford MS LLC, SM Energy Company and Mitsui E&P Texas LP, which is effective (a) as to Springfield and SM Energy Company, on January 1, 2006, (b) as to Eagle Ford MS LLC, on May 24, 2011, and (c) as to Mitsui E&P Texas LP, on December 2, 2011, as amended by the First Amendment to Agreement for the Construction, Ownership, and Operation of Midstream Assets in Maverick, Dimmit, Webb and La Salle Counties, Texas among Springfield, Eagle Ford MS LLC, SM Energy Company and Mitsui E&P Texas LP, effective January 1, 2016, and which has not been further amended.

“Deductible” has the meaning set forth in Section 9.8(a).

“Effective Time” has the meaning set forth in Section 3.1.

“Environmental Activity” means any investigation, study, assessment, evaluation, sampling, testing, monitoring, containment, removal, disposal, closure, corrective action, remediation (regardless of whether active or passive), natural attenuation, restoration, bioremediation, response, repair, corrective measure, cleanup, pollution control or abatement that is required or necessary under any applicable Environmental Law, including institutional or engineering controls or participation in a governmental voluntary cleanup program to conduct voluntary investigatory and remedial actions for the clean-up, removal or remediation of Hazardous Substances that exceed actionable levels established pursuant to Environmental Laws, or participation in a supplemental environmental project in partial or whole mitigation of a fine or penalty.

“Environmental Laws” means all federal, state, and local laws, statutes, rules, regulations, orders, judgments, ordinances, codes, injunctions, decrees, Environmental Permits and other legally enforceable requirements and rules of common law relating to (i) pollution or protection of the environment or natural resources, (ii) any Release or threatened Release of, or any exposure of any Person or property to, any Hazardous Substances or (iii) the generation, manufacture, processing, distribution, use, treatment, storage, transport, disposal or handling of any Hazardous Substances; including the federal Comprehensive Environmental Response, Compensation and Liability Act, the Superfund Amendments and Reauthorization Act, the Resource Conservation and Recovery Act, the Clean Air Act, the Clean Water Act, the Safe Drinking Water Act, the Toxic Substances

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Control Act, the Oil Pollution Act of 1990, the Federal Hazardous Materials Transportation Law, the Occupational Safety and Health Act, the Marine Mammal Protection Act, the Endangered Species Act, the National Environmental Policy Act and other environmental conservation and protection laws, each as amended through the Closing Date.

“Environmental Permit” means any permit, approval, identification number, license, registration, certification, consent, exemption, variance or other authorization required under or issued pursuant to any applicable Environmental Law.

“Equity Interest” means any capital stock, partnership interest, membership interest or other unit of equity security, equity ownership or voting security (including any security convertible into or exchangeable or exercisable for any of the same).

“Evercore” has the meaning set forth in Section 4.22.

“GAAP” means generally accepted accounting principles in the United States, consistently applied, as in effect on the date of this Agreement.

“General Partner” means Western Gas Holdings, LLC, a Delaware limited liability company.

“Governmental Entity” means any Federal, state, local, municipal or foreign court or governmental agency, authority or instrumentality or regulatory body having jurisdiction.

“Hazardous Substance” means (i) any substance that is designated, defined or classified under any Environmental Law as a hazardous waste, solid waste, hazardous material, pollutant, contaminant or toxic or hazardous substance, or terms of similar meaning, or that is otherwise regulated under any Environmental Law, including any hazardous substance as defined under the Comprehensive Environmental Response, Compensation, and Liability Act, as amended, (ii) oil as defined in the Oil Pollution Act of 1990, as amended, (iii) oil, gasoline, natural gas, fuel oil, motor oil, waste oil, diesel fuel, jet fuel and other refined petroleum hydrocarbons and petroleum products and (iv) radioactive materials, asbestos containing materials or polychlorinated biphenyls.

“Hydrocarbons” means oil, gas, condensate and other gaseous and liquid hydrocarbons or any combination thereof and sulphur extracted from hydrocarbons.

“Indemnified Party” means any Person entitled to indemnification in accordance with Article IX.

“Indemnifying Party” means any Person from whom indemnification is required in accordance with Article IX.

“Indemnity Claim” has the meaning set forth in Section 9.4.

“Interest” means the 100% interest in Springfield currently held by WGRAH.

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“Interest Conveyance Agreement” means the conveyance agreement substantially in the form attached hereto as Exhibit C.

“Knowledge” and any variations thereof or words to the same effect means: (i) with respect to the Contributing Parties, the actual knowledge of (a) the officers of the Contributing Parties and their Affiliates and (b) the employees of Anadarko and its Affiliates who have responsibility for the Interest or the Springfield Gathering System and who have the title of Midstream General Manager or Midstream Commercial Development Regional Manager; and (ii) with respect to the Recipient Parties, the actual knowledge of the officers of the Recipient Parties and their respective Affiliates.

“Laws” means all statutes, laws, rules, regulations, Orders, ordinances, writs, injunctions, judgments and decrees of all Governmental Entities.

“Lien” means any lien, security interest, mortgage, pledge, charge, encumbrance or right of others.

“Losses” means any losses, damages, liabilities, claims, demands, causes of action, judgments, settlements, fines, penalties, sanctions, costs and expenses (including court costs and reasonable attorney’s and experts’ fees) of any and every kind or character.

“Material Adverse Effect” means any effect that is material and adverse to the ownership, operation, value, properties, assets, liabilities, financial condition, results of operations, or business (as currently operated) of Springfield, the Springfield Assets, the Springfield System Ownership Interest or the Interest; provided, however, that “Material Adverse Effect” shall not include (i) any effect resulting from the announcement of the entry into this Agreement or of the transactions contemplated by this Agreement, (ii) any effect resulting from changes in general market, economic or financial conditions or any outbreak of hostilities or war, (iii) any effect that affects the Hydrocarbon exploration, production, development, processing, gathering and/or transportation industry generally (including changes in commodity prices or general market prices in the Hydrocarbon exploration, production, development, processing, gathering and/or transportation industry generally) unless such effect disproportionately affects Springfield, the Interest, the Springfield System Ownership Interest or the Springfield Assets, as applicable, relative to such industry, and (iv) any effect resulting from a change in Laws.

“NGA” has the meaning set forth in Section 4.18.

“Operating Costs” means all invoices, costs, expenses, disbursements and payables (as determined in accordance with GAAP consistent with past practices) attributable to the operation (but not the ownership) of the Springfield Assets in the ordinary course of business and regularly invoiced to Springfield. For clarity, Operating Costs do not include any invoices, costs, expenses, disbursements, payables or Losses directly or indirectly arising out of, resulting from or attributable to: (i) actual or claimed personal injury, illness or death, property damage, environmental damage or contamination, negligence, misconduct or failure to operate properly, other torts, private rights of action given under any Law, violation of any Law, or breach or violation of contract, agreement or duty; (ii) obligations to abandon, dismantle, remediate or remove pipelines or facilities; (iii) calamity, natural disaster, casualty, fire, explosion, weather or condemnation; (iv) claims,

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investigations, administrative proceedings, arbitration or litigation directly or indirectly arising out of, resulting from or attributable to any of the foregoing; (v) any claims for any of the foregoing or for indemnification, contribution, reimbursement or similar matters with respect to invoices, costs, expenses, disbursements, payables or Losses of the type described in clauses (i) through (iv), whether such claims are made pursuant to contract or otherwise; (vi) matters similar to those described in clauses (i) through (v); and (vii) other matters outside the ordinary course of business or related to the ownership of the Springfield Assets.

“Operating Partnership” has the meaning set forth in the preamble.

“Order” means any order, writ, injunction, decree, ruling, compliance or consent order or decree, settlement agreement, schedule and similar binding legal agreement issued by or entered into with a Governmental Entity.

“Partnership” has the meaning set forth in the preamble.

“Partnership Agreement” means the First Amended and Restated Agreement of Limited Partnership of the Partnership, dated as of May 14, 2008, as such agreement is amended and in effect on the date of this Agreement.

“Partnership Agreement Amendment” means an instrument substantially in the form set forth on Exhibit D.

“Partnership Debt” has the meaning set forth in Section 2.3.

“Partnership Entities” means the General Partner and each member of the Partnership Group.

“Partnership Group” means the Partnership and its Subsidiaries treated as a single consolidated entity.

“Partnership Indemnified Parties” has the meaning set forth in Section 9.3.

“Party” and “Parties” have the meanings set forth in the preamble.

“Permitted Liens” means (i) liens for Taxes, impositions, assessments, fees, rents or other governmental charges levied, assessed or imposed that are not yet delinquent or are being contested in good faith by appropriate proceedings, provided that appropriate reserves have been established with respect to such contest, (ii) statutory liens (including materialmen’s, warehousemen’s, mechanics’, repairmen’s, landlords’, and other similar liens) arising in the ordinary course of business securing payments that are not yet delinquent or are being contested in good faith by appropriate proceedings, and (iii) utility easements, restrictive covenants and defects, imperfections or irregularities of title that do not and could not reasonably be expected to interfere materially with the ordinary conduct of the business of the Springfield Assets or Springfield.

“Person” means any individual, firm, corporation, partnership (general or limited), limited liability company, trust, joint venture, Governmental Entity or other entity.

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“Pre-Closing Tax Period” means any Tax period (other than a Straddle Period) that ends on or prior to the Closing Date.

“Preference Right” means any right or agreement that enables any Person to purchase or acquire the Interest or any Springfield Asset (or any interest in or portion of any of them) as a result of or in connection with (i) the sale, assignment or other transfer of the Interest or any Springfield Asset (or any interest in or portion of any of them) or (ii) the execution or delivery of this Agreement or the consummation or performance of this Agreement or the transactions contemplated hereby.

“Recipient Parties” has the meaning set forth in the preamble.

“Recipient Party Ancillary Documents” means each agreement, document, instrument or certificate to be delivered by any Recipient Party, or any Affiliate thereof, at the Closing pursuant to Section 3.3 and each other document or contract entered into by any Recipient Party, or any Affiliate thereof, in connection with this Agreement or the Closing.

“Recipient Party Closing Certificate” has the meaning set forth in Section 7.3(b).

“Release” means any depositing, spilling, leaking, pumping, pouring, placing, emitting, discarding, abandoning, emptying, discharging, migrating, injecting, escaping, leaching, dumping or disposing into the environment.

“Revolving Credit Agreement” means the Second Amended and Restated Revolving Credit Agreement, dated as of February 26, 2014, among Western Gas Partners, LP, Wells Fargo Bank National Association, as the administrative agent and the lenders party thereto, as amended and/or restated through the date hereof.

“Securities Act” means the Securities Act of 1933.

“Special Committee” has the meaning set forth in the Partnership Agreement.

“Springfield” means Springfield Pipeline LLC, a Texas limited liability company.

“Springfield Assets” means the Springfield Gathering System and the other assets owned, held, used or held for use by Springfield or in connection with the Springfield Gathering System.

“Springfield Asset Required Consents” means any consent, approval, authorization or permit of, filing with or notification to any Person which was required to be obtained, made or complied with for or in connection with any sale, assignment or transfer to Springfield of any Springfield Asset or any Springfield Surface Contract (or any interest in any of them), and which has not been obtained, made or complied with prior to Closing.

“Springfield Contracts” means all contracts, agreements, instruments, undertakings or commitments (including intercompany contracts, agreements, instruments, undertakings or commitments), written or oral, by which Springfield or any of its properties or the Springfield Assets is bound, or that relate to or are otherwise applicable to Springfield or the Springfield Assets (including exchange agreements, transportation or gathering agreements, connection or interconnect

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agreements, construction agreements, operating agreements, environmental compliance agreements, processing agreements, work orders, purchase orders, service agreements, rental agreements, compression agreements, utility services agreements, non-disturbance agreements for the benefit of Springfield or the Springfield Assets, fractionation agreements, and agreements for the sale and purchase of oil, gas, casinghead gas or other Hydrocarbons or processing agreements to the extent applicable to Springfield or any of its properties or the Springfield Assets), including, for avoidance of doubt, the COO Agreement and the Springfield Gathering Agreements.

“Springfield Gas Gathering System” means the gas gathering system (including all appurtenances thereto) which is more specifically described on Exhibit A.

“Springfield Gathering Agreements” means the Amended and Restated Lease Dedication and Gas Gathering Agreement between Springfield and Eagle Ford TX LP effective as of January 1, 2016, the Amended and Restated Lease Dedication and Oil Gathering Agreement between Springfield and Eagle Ford TX LP effective as of January 1, 2016, 2016, the Amended and Restated Lease Dedication and Gas Gathering Agreement between Springfield and Mitsui E&P Texas LP effective as of January 1, 2016, the Amended and Restated Lease Dedication and Oil Gathering Agreement between Springfield and Mitsui E&P Texas LP effective as of January 1, 2016, the Amended and Restated Lease Dedication and Gas Gathering Agreement between Springfield and SM Energy Company effective as of January 1, 2016, the Amended and Restated Lease Dedication and Oil Gathering Agreement between Springfield and SM Energy Company effective as of January 1, 2016, the Amended and Restated Lease Dedication and Gas Gathering Agreement between Springfield and Anadarko E&P Onshore LLC effective as of January 1, 2016 and the Amended and Restated Lease Dedication and Oil Gathering Agreement between Springfield and Anadarko E&P Onshore LLC effective as of January 1, 2016.

“Springfield Gathering System” means, collectively, the Springfield Gas Gathering System and the Springfield Oil Gathering System.

“Springfield LLC Agreement” means the limited liability company agreement of Springfield effective as of November 1, 2010, which has not been amended.

“Springfield Oil Gathering System” means the oil gathering system (including all appurtenances thereto) which is more specifically described on Exhibit B.

“Springfield Permits” has the meaning set forth in Section 4.11.

“Springfield Surface Contracts” means all easements, Springfield Permits, licenses, servitudes, rights-of-way, surface leases, fee interests in real property and other surface rights appurtenant to, and used or held for use in connection with Springfield or the Springfield Assets, including those set forth on Schedule 4.6(b).

“Springfield System Ownership Interest” means the 50.1% System Ownership Interest (as defined in the COO Agreement) owned by Springfield.

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“Straddle Period” means any Tax period that begins on or before and ends after the Closing Date.

“Subsidiary” means, with respect to any Person, (i) a corporation of which more than 50% of the voting power of shares entitled (without regard to the occurrence of any contingency) to vote in the election of the board of directors or other governing body of such corporation is owned, directly or indirectly, at the date of determination, by such Person, by one or more Subsidiaries of such Person or a combination thereof, (ii) a partnership (whether general or limited) in which more than 50% of the partnership interests (considering all of the partnership interests of the partnership as a single class) is owned, directly or indirectly, at the date of determination, by such Person, by one or more Subsidiaries of such Person, or a combination thereof, or (iii) any other Person (other than a corporation or a partnership) in which such Person, one or more Subsidiaries of such Person, or a combination thereof, directly or indirectly, at the date of determination, has (A) at least a majority ownership interest or (B) the power to elect or direct the election of a majority of the board of directors or other governing body of such Person.

“Tax” or “Taxes” means (i) all taxes, assessments, duties, levies, imposts, or other similar charges imposed by a Governmental Entity, including all income, franchise, profits, capital gains, capital stock, transfer, gross receipts, margins, sales, use, transfer, service, occupation, ad valorem, property, excise, severance, windfall profits, premium, stamp, license, payroll, employment, social security, unemployment, disability, environmental (including taxes under Code Section 59A), alternative minimum, add-on, value-added, withholding (including backup withholding) and other taxes, assessments, duties, levies, imposts or other similar charges of any kind whatsoever (whether payable directly or by withholding and whether or not requiring the filing of a Tax Return), and all estimated taxes, deficiency assessments, additions to tax, additional amounts imposed by any Governmental Entity, penalties and interest, (ii) any liability for the payment of any amounts of any of the foregoing types as a result of (A) being a member of an affiliated, consolidated, combined or unitary group, (B) being a party to any agreement or arrangement whereby liability for payment of such amounts was determined or taken into account with reference to the liability of any other Person, or (C) a contract, assumption, transferee or successor liability, operation of Law or otherwise, and (iii) any liability for the payment of any amounts as a result of being a party to any Tax-Sharing Agreement or with respect to the payment of any amounts of any of the foregoing types as a result of any express or implied obligation to indemnify any other Person.

“Tax Authority” means any Governmental Entity having jurisdiction over the assessment, determination, collection or imposition of any Tax.

“Tax Returns” means all reports, returns, statements (including estimated reports, returns or statements) and other similar filings relating to, or required to be filed in connection with, any Taxes.

“Tax-Sharing Agreements” means all existing contracts or arrangements (whether or not written) regarding the sharing, allocation, or payment of Taxes or amounts in lieu of Taxes.

“Termination Date” has the meaning set forth in Section 8.1(a)(ii).

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“Transfer Requirements” means any consent, approval, authorization or permit of, filing with or notification to any Person which is required to be obtained, made or complied with for or in connection with any sale, assignment or transfer of the Interest.

“Treasury Regulations” means the Treasury Regulations promulgated under the Code.

“Unit Consideration” means 1,253,761 of the Partnership’s common units.

“Western Gas Operating” has the meaning set forth in the preamble.

“WGRAH” has the meaning set forth in the preamble.

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Section 1.2 Rules of Construction.

(a) All article, section, schedule and exhibit references used in this Agreement are to articles, sections, schedules and exhibits to this Agreement unless otherwise specified. The schedules and exhibits attached to this Agreement constitute a part of this Agreement and are incorporated herein for all purposes.

(b) If a term is defined as one part of speech (such as a noun), it shall have a corresponding meaning when used as another part of speech (such as a verb). Terms defined in the singular have the corresponding meanings in the plural, and vice versa. Unless the context of this Agreement clearly requires otherwise, words importing the masculine gender shall include the feminine and neutral genders and vice versa. The terms “includes,” “include” and “including” shall be deemed to be followed by the words “without limitation”. The words “hereof,” “hereto,” “hereby,” “herein,” “hereunder” and words of similar import, when used in this Agreement, shall refer to this Agreement as a whole and not to any particular section or article in which such words appear.

(c) It is the intention of the Parties that every covenant, term and provision of this Agreement shall be construed simply according to its fair meaning and not strictly for or against any Party (not withstanding any rule of law requiring an agreement to be strictly construed against the drafting party), it being understood that the Parties to this Agreement are sophisticated and have had adequate opportunity and means to retain counsel to represent their interests and to otherwise negotiate the provisions of this Agreement.

(d) The captions in this Agreement are for convenience only and shall not govern or be considered a part of or affect the construction or interpretation of any provision of this Agreement.

(e) All references to currency herein shall be to, and all payments required hereunder shall be paid in, United States dollars.

(f) All accounting terms used herein and not expressly defined herein shall have the meanings given to them under GAAP.

(g) Any event hereunder requiring the payment of cash or cash equivalents on a day that is not a Business Day shall be deferred until the next Business Day without interest.

(h) Any reference to a Law shall include any amendment thereof or any successor thereto, and any rules and regulations promulgated thereunder, in each case as existing on the date of this Agreement.

ARTICLE II

CONTRIBUTION

Section 2.1 Contribution of the Interest. At the Closing, upon the terms and subject to the conditions set forth in this Agreement, the Contributing Parties shall contribute, assign, transfer

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and convey (or cause to be contributed, assigned, transferred and conveyed) to the Operating Partnership, and the Operating Partnership shall accept contribution of, the Interest pursuant to the Interest Conveyance Agreement and in accordance with Section 2.4.

Section 2.2 Consideration. In consideration for the contribution of the Interest, the Partnership shall (a) distribute to AMH at Closing the Cash Consideration and (b) issue to AMH at Closing the Unit Consideration.

Section 2.3 Borrowing by the Partnership; Tax Treatment of Cash Consideration. Immediately prior to the Closing, the Partnership shall borrow $247.5 million of the Cash Consideration under the Revolving Credit Agreement (the “Partnership Debt”). The Parties intend that (i) the distribution of the Cash Consideration to AMH shall be made first out of proceeds of the Partnership Debt, and such portion of the Cash Consideration shall qualify as a “debt-financed transfer” under Section 1.707-5(b) of the Treasury Regulations; (ii) AMH’s share of the Partnership Debt under Sections 1.752-1, 1.752-2 and 1.707-5(a)(2)(i) of the Treasury Regulations shall be the entire amount of the Partnership Debt; and (iii) the distribution of the Cash Consideration to AMH in excess of amounts distributed out of proceeds of the Partnership Debt shall be made to reimburse AMH for capital expenditures described in Section 1.707-4(d) of the Treasury Regulations to the extent such distribution does not exceed the limitation described in Section 1.707-4(d)(2)(ii) of the Treasury Regulations. The Parties agree to act at all times in a manner consistent with this intended treatment of the Cash Consideration and the Partnership Debt, including disclosing the distribution of the Cash Consideration in accordance with the requirements of Section 1.707-3(c)(2) of the Treasury Regulations.

Section 2.4 Contemplated Legal Steps. To avoid multiple state law conveyances of the Interest, each Party entitled to receive an interest in the Interest pursuant to this Section 2.4 agrees that WGRAH is instructed to convey the Interest to each successive Party such that WGRAH will convey legal title to the Interest directly to the Operating Partnership in a single state law conveyance, which shall accomplish the following discrete transfers:

(a) WGRAH distributes the Interest to AMH;

(b) AMH contributes the Interest to the Partnership and receives the Cash Consideration and the Unit Consideration;

(d) The Partnership and Western Gas Operating convey their undivided interests in the Interest to the Operating Partnership in exchange for increased capital accounts.

ARTICLE III

CLOSING

Section 3.1 The Closing. The closing of the transactions contemplated by this Agreement (the “Closing”) shall take place at the offices of Anadarko Petroleum Corporation,

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1201 Lake Robbins Drive, The Woodlands, Texas 77380, commencing at 9:00 a.m. local time on the third Business Day following the satisfaction or waiver of all conditions to the obligations of the Parties to consummate the transactions contemplated hereby (other than conditions with respect to actions the Parties shall take at the Closing itself) or such other date as the Recipient Parties, Anadarko and the Contributing Parties may mutually determine (the “Closing Date”), subject to the rights of the Parties under Article VIII; provided, however, that the Closing shall not occur prior to March 1, 2016, and after the Closing has occurred, unless otherwise agreed by the Parties, the Closing shall be deemed to have been consummated at 12:01 a.m. Houston, Texas time on March 1, 2016 (the “Effective Time”).

Section 3.2 Deliveries by the Contributing Parties. At the Closing, the Contributing Parties will deliver (or cause to be delivered) the following:

(a) A counterpart to the Interest Conveyance Agreement, duly executed by AMH;

(b) The Contributing Party Closing Certificate, duly executed by an officer of Anadarko;

(c) A certificate under Section 1.1445-2(b)(2) of the Treasury Regulations certifying that AMH (or, if AMH is an entity disregarded from its owner for U.S. federal income tax purposes, such owner) is not a foreign person within the meaning of Section 1445(f)(3) of the Code;

(d) A counterpart to the Partnership Agreement Amendment, duly executed by the General Partner; and

(e) Such other certificates, instruments of conveyance and documents as may be reasonably requested by the Recipient Parties prior to the Closing Date to carry out the intent and purposes of this Agreement.

Section 3.3 Deliveries by the Recipient Parties. At the Closing, the Recipient Parties will deliver (or cause to be delivered) the following:

(a) The Cash Consideration, by wire transfer to an account specified by AMH;

(b) The Unit Consideration, by issuance in book-entry form of such common units to AMH, by instruction to the Partnership’s transfer agent or otherwise;

(d) The Recipient Party Closing Certificate, duly executed by an officer of the General Partner; and

(e) Such other certificates, instruments of conveyance and documents as may be reasonably requested by the Contributing Parties prior to the Closing Date to carry out the intent and purposes of this Agreement.

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Section 3.4 Closing Costs; Transfer Taxes and Fees.

(a) Allocation of Costs. The Contributing Parties shall be responsible for and pay all sales, transfer, use and similar Taxes arising from or associated with the transfer of the Interest and all costs and expenses (including recording fees and real estate transfer Taxes and real estate transfer stamps) incurred in connection with obtaining or recording title to the Interest.

(b) Reimbursement. If any Recipient Party, on the one hand, or any Contributing Party, on the other hand, pays any Tax agreed to be borne by the other Party under this Agreement, such other Party shall promptly reimburse the paying Party for the amounts so paid. If any Party receives any Tax refund or credit applicable to a Tax paid by another Party hereunder, the receiving Party shall promptly pay such amounts to the Party entitled thereto.

Section 3.5 Receipts and Credits.

(a) To the extent that any regular distributions required by Section 5.5 of the COO Agreement are paid after the Closing Date with respect to the System Owners’ System Ownership Interests (each as defined in the COO Agreement) in respect of periods ended prior to the Effective Time, Springfield shall be entitled to such distributions and, if any Contributing Party receives any of such distributions, such Contributing Party shall promptly account for and transmit such distributions to Springfield. To the extent that any Operating Expenses (as defined in the COO Agreement) are required to be funded under Section 5.1 of the COO Agreement after the Closing Date with respect to the System Owners’ System Ownership Interests in respect of periods ended prior to the Effective Time, Springfield shall pay such Operating Expenses and, if any Contributing Party pays such amounts, Springfield shall promptly account for and reimburse such payments to such Contributing Party. The Contributing Parties shall be responsible for funding Springfield’s share of all Capital Expenditures (as defined in the COO Agreement) that are attributable to periods ended prior to the Effective Time.

(b) Other than Operating Costs, the Contributing Parties shall be solely responsible for, and Anadarko and the Contributing Parties shall indemnify and hold the Partnership Indemnified Parties harmless from and against, all invoices, costs, expenses, disbursements, payables and Losses paid, incurred or suffered by any Recipient Party, the Partnership Indemnified Parties, Springfield or the Springfield Assets arising out of or attributable to the ownership or operation of the Springfield Assets during the period from the Effective Time to the time of the Closing. The indemnification provided in this Section 3.5(b) is in addition to, and is not subject to the provisions of, the indemnification in Article IX, including any limitations or Deductible therein.

ARTICLE IV

REPRESENTATIONS AND WARRANTIES OF ANADARKO AND THE CONTRIBUTING PARTIES

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Anadarko and the Contributing Parties, jointly and severally, hereby represent and warrant to the Recipient Parties as follows:

Section 4.1 Organization. Each Contributing Party is a limited liability company duly organized, validly existing and in good standing under the Laws of the State of Delaware and has all requisite limited liability company power and authority to own the Interest. Springfield is a limited liability company duly organized, validly existing and in good standing under the Laws of its state of organization and has all requisite limited liability company power and authority to own, operate and lease its assets and to carry on its business as now conducted, and is duly qualified to do business in each jurisdiction where its assets are located or its business is conducted.

Section 4.2 Authorization; Enforceability. Each of Anadarko and the Contributing Parties has full power and authority to execute, deliver, and perform its obligations under this Agreement and the Contributing Party Ancillary Documents to which it is a party. The execution, delivery, and performance by each of Anadarko and the Contributing Parties of this Agreement and the Contributing Party Ancillary Documents, and the consummation by each of Anadarko and the Contributing Parties of the transactions contemplated hereby and thereby, have been duly authorized by all necessary action of each of Anadarko and the Contributing Parties. This Agreement has been duly executed and delivered by each of Anadarko and the Contributing Parties and constitutes (and each Contributing Party Ancillary Document executed or to be executed by Anadarko or any Contributing Party has been, or when executed will be, duly executed and delivered by Anadarko or such Contributing Party, as the case may be, and constitutes, or when executed and delivered will constitute) a valid and legally binding obligation of Anadarko or the Contributing Party party thereto, as the case may be, enforceable against it in accordance with its terms, except as such enforceability may be limited by (a) applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance or other similar Laws affecting creditors’ rights and remedies generally and (b) equitable principles which may limit the availability of certain equitable remedies (such as specific performance) in certain instances.

Section 4.3 No Conflicts. Subject to compliance with the Preference Rights and Transfer Requirements set forth on Schedule 4.4, the execution and delivery by each of Anadarko and the Contributing Parties of this Agreement and the other Contributing Party Ancillary Documents to which it is a party, and the performance of its obligations hereunder and thereunder, do not and will not, and the consummation of the transactions contemplated hereby and thereby will not, (a) violate, conflict with, or result in any breach of any provision of the any of the Contributing Party’s or Springfield’s organizational documents, (b) violate any Law applicable to any Contributing Party, the Springfield Assets, the Interest, the Springfield System Ownership Interest or Springfield, or (c) violate, result in any breach of, constitute a default under, give to others any rights of termination, purchase, acceleration or cancellation, or other rights or remedies, under, or result in the creation of any Lien (other than a Permitted Lien) on any of the Springfield Assets, the Springfield System Ownership Interest or the Interest pursuant to, the Springfield Contracts, or any other note, bond, mortgage, indenture, contract, agreement, lease, license, permit, franchise or other instrument relating to Springfield, the Interest, the Springfield System Ownership Interest or the Springfield Assets or by which any Contributing Party, Springfield, the Interest, the Springfield System Ownership Interest or any of the Springfield Assets is bound or affected, except in the case of this

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clause (c) for (i) rights to consent of, required notices to, filings with, approval or authorizations of, or other actions by any Governmental Entity where the same are not required prior to the sale, assignment or contribution of such asset or are customarily obtained subsequent to the sale, assignment or contribution thereof, and (ii) violations, breaches, defaults or Liens which would not, individually or in the aggregate, have a Material Adverse Effect.

Section 4.4 Preference Rights and Transfer Requirements. None of the Springfield Assets (except as set forth in Schedule 4.4), the Springfield System Ownership Interest or the Interest is subject, in whole or in part, to any Preference Right or Transfer Requirement which may be applicable to the transactions contemplated by this Agreement.

Section 4.5 Litigation. Except as set forth on Schedule 4.5, (a) there are no claims, demands, actions, suits, or proceedings (including condemnation, expropriation, or forfeiture proceedings) pending before any Governmental Entity or arbitrator (or, to the Contributing Parties’ Knowledge, threatened in writing) against a Contributing Party or any of its Affiliates, Springfield, the Springfield Assets, the Springfield System Ownership Interest or the Interest or relating to the ownership or operation of any thereof (i) seeking to prevent the consummation of the transactions contemplated hereby, or (ii) which, individually or in the aggregate, would have a Material Adverse Effect; (b) no event has occurred nor does any circumstance exist that may give rise to, or serve as a basis for, the commencement of any proceeding described in the immediately foregoing clause (a); and (c) there is no Order relating to the transfer, use or ownership of the Springfield Assets, the Springfield System Ownership Interest or the Interest to which a Contributing Party, its Affiliates, or any of the Springfield Assets, the Interest, the Springfield System Ownership Interest or Springfield is subject.

Section 4.6 Title.

(a) WGRAH has good and valid title to, holds of record and owns beneficially the Interest free and clear of any Liens other than transfer restrictions imposed thereon by applicable securities Laws and as set forth on Schedule 4.6(a). There are no outstanding options, warrants, rights or other securities convertible into or exchangeable or exercisable for Equity Interests of Springfield, or any other commitments or agreements providing for the issuance of additional Equity Interests or the repurchase or redemption of Equity Interests of Springfield, and there are no agreements or rights of any kind which may obligate Springfield to issue, purchase, redeem or otherwise acquire any of its Equity Interests, other than as expressly set forth in the Springfield LLC Agreement. Except as expressly set forth in the Springfield LLC Agreement (a true, correct and complete copy of which has been provided to the Recipient Parties), there are no voting agreements, proxies or other similar agreements or understandings with respect to the Equity Interests of Springfield. The Interest was duly authorized and validly issued and is fully paid, and was issued free of preemptive rights and in compliance with applicable Laws. Immediately after the Closing, the Operating Partnership will own, beneficially and of record, the Interest. WGRAH is the sole member of Springfield, has not resigned as such, and has taken no action, and no event has occurred and no circumstances exist, that would cause it to cease to be a member. As the sole member

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of Springfield, WGRAH is in compliance with and has performed its obligations under the Springfield LLC Agreement.

(b) Except as set forth on Schedule 4.6(b), Springfield is the owner of valid and indefeasible easement rights, leasehold rights and/or fee ownership interests (including rights of way) in and to the lands on which are located any Springfield Assets sufficient to enable Springfield to use or operate the Springfield Assets in substantially the same manner that the Springfield Assets were used and operated by Springfield immediately prior to the Closing Date. A true and complete list of all Springfield Surface Contracts involving an annual payment in excess of $1 million and all property owned by Springfield in fee is set forth on Schedule 4.6(b). The Contributing Parties have provided true, correct and complete copies of all material Springfield Surface Contracts to the Recipient Parties. Springfield has good and valid title in fee to all real property and interests in real property constituting part of the Springfield Assets and purported to be owned in fee, and good and valid title to the leasehold estates in all other real property and interests in real property (including rights of way) constituting part of the Springfield Assets, in each case except as would not have a Material Adverse Effect. Springfield owns all such Springfield Surface Contracts, real property and interests in real property free and clear of any Liens other than Permitted Liens. There are no Springfield Asset Required Consents. Springfield has good and marketable title to all tangible personal property included in the Springfield Assets, free and clear of all Liens other than Permitted Liens.

(c) Springfield has, and after the Closing will still have, good and valid title to, and hold of record and beneficially, free and clear of any Liens other than those imposed by the COO Agreement, the Springfield System Ownership Interest, which gives and will after the Closing give Springfield a 50.1% ownership interest in the Springfield Gathering System. The execution, delivery and performance of the COO Agreement have been duly authorized by all necessary action of Springfield, Anadarko and the Contributing Parties, and the COO Agreement is in full force and effect and represents the legal, valid and binding obligation of Springfield and, to the Knowledge of the Contributing Parties, the other parties thereto, in each case enforceable in accordance with its terms. Springfield is not in breach, violation or default under the COO Agreement, and the execution, delivery, and performance of this Agreement and the Ancillary Documents, and the consummation of the transactions contemplated hereby and thereby will not violate, result in any breach of, constitute a default under, or give to others any rights of termination, purchase, acceleration or cancellation, or other rights or remedies, under, the COO Agreement.

Section 4.7 Taxes and Assessments.

(a) Springfield. Except as set forth on Schedule 4.7(a), with respect to Springfield and the Springfield Assets (i) all Tax Returns required to be filed have been duly filed on a timely basis with the appropriate Tax Authority, and are true, correct and complete in all material respects, (ii) all Taxes due and owing (whether or not shown as due on any Tax Returns) have been timely paid in full, (iii) there are no Liens on any of the Springfield Assets that arose in connection with any failure (or alleged failure) to pay any Tax, (iv) there

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is no claim, action, or proceeding pending by any applicable Tax Authority in connection with any Tax, (v) no Tax Returns are now under audit or examination by any Tax Authority, (vi) there are no agreements or waivers providing for an extension of time with respect to the filing of any Tax Returns or with respect to the assessment or collection of any Tax, and (vii) no power of attorney that is currently in force has been granted with respect to any matter relating to Taxes.

(b) Except as set forth on Schedule 4.7(a), (i) no written claim has been made by any Tax Authority in a jurisdiction in which Springfield does not file a Tax Return that it is or may be subject to taxation in that jurisdiction, (ii) Springfield is not a party to any Tax-Sharing Agreement, and is not otherwise liable for the Taxes of any other Person (including as a transferee or successor), and (iii) Springfield has not, during any period for which the statute of limitations for any relevant Tax has not expired, participated in any listed transaction required to be disclosed under Treasury Regulation Section 1.6011-4.

(c) Tax Classification. Springfield is, and at all times since July 1, 2007, has been, disregarded as an entity separate from its owner for federal income tax purposes. The classification for federal income tax purposes of Springfield will not change after the Closing by reason of any action taken by a Contributing Party on or before the Closing Date or by reason of any action taken on or before the Closing Date by any Person who was at the time such action was taken an Affiliate of a Contributing Party. The Contributing Parties have not reported the co-ownership arrangement for the Springfield Assets as a partnership for federal income tax purposes.

(d) Qualifying Income. In the 12 month period ended December 31, 2015, more than 90% of the gross income (as determined for federal income tax purposes) of the businesses conducted by Springfield and the Springfield Assets would have been qualifying income, within the meaning of Section 7704(d) of the Code, if the co-ownership arrangement for the Springfield Assets had been reported as a partnership for federal income tax purposes. The Contributing Parties expect that more than 90% of the gross income of the business that is to be conducted by Springfield and the Springfield Assets in the remainder of 2016 following the Closing Date will be qualifying income, provided that no significant change occurs after the Closing Date with respect to the methods by which the Springfield Assets generate revenue. No action has been taken, or is contemplated, by a Contributing Party or Springfield that is expected to result in a significant change in the methods by which the Springfield Assets generate revenue.

Section 4.8 Compliance With Laws. Except as set forth on Schedule 4.8, the Springfield Assets, the Interest, the Springfield System Ownership Interest and Springfield are, and the ownership and operation of Springfield, the Interest, the Springfield System Ownership Interest and the Springfield Assets are, in compliance with the provisions and requirements of all Laws of all Governmental Entities having jurisdiction with respect to Springfield, the Interest, the Springfield System Ownership Interest or the Springfield Assets, or the ownership, operation, development, maintenance, or use of any thereof, except for such failures to so comply that would not have a Material Adverse Effect. Notwithstanding the foregoing, the Contributing Parties make no

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representation or warranty, express or implied, under this Section 4.8 relating to any Environmental Activity or Environmental Law, which are addressed in Section 4.9.

Section 4.9 Environmental Matters. Except as set forth on Schedule 4.9:

(a) To the Knowledge of the Contributing Parties, the operations of Springfield and the Springfield Assets are in compliance in all material respects with all Environmental Laws, which compliance includes the possession and maintenance of, and compliance with, all material Environmental Permits required under all applicable Environmental Laws;

(b) To the Knowledge of the Contributing Parties, no Contributing Party or Springfield has caused or allowed the generation, use, treatment, manufacture, storage or disposal of any Hazardous Substance at, on or from the Springfield Assets, expect in accordance with all applicable Environmental Laws;

(c) No Contributing Party or Springfield is the subject of any outstanding administrative or judicial order of judgment, agreement or arbitration award from any Governmental Entity under any Environmental Laws relating to the Springfield Assets or to any waste or substance generated at the Springfield Assets and requiring remediation or the payment of a fine, penalty or response cost; and

(d) No Contributing Party or Springfield is subject to any action pending or threatened in writing, whether judicial or administrative, alleging noncompliance with Environmental Laws or any other environmental matter, including any Environmental Activity, relating to the Springfield Assets or to any waste or substance generated at the Springfield Assets.

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Section 4.10 Brokers and Finders. No investment banker, broker, finder, financial advisor or other intermediary has been retained by or is authorized to act on behalf of the Contributing Parties or any Affiliate thereof who is entitled to receive from any Party or its Affiliates any fee or commission in connection with the transactions contemplated by this Agreement.

Section 4.11 Permits. Except as set forth on Schedule 4.11, Springfield has obtained and is maintaining all permits, licenses, variances, exemptions, Orders, franchises, consents, registrations, authorizations, permissions and approvals of all Governmental Entities necessary or desirable for the lawful ownership, lease and operation of Springfield and its business and the Springfield Assets (the “Springfield Permits”), the loss of which would, individually or in the aggregate, have a Material Adverse Effect, in compliance with all Laws and the terms and conditions of such Springfield Permits. Except as set forth on Schedule 4.11, no Springfield Permits will be subject to suspension, modification, revocation or nonrenewal as a result of the execution and delivery of this Agreement or the consummation of the transactions contemplated hereby. All Springfield Permits that are held in the name of any employee, officer, director, stockholder, agent or otherwise on behalf of Springfield or the Springfield Assets shall be deemed included under the warranty in this Section.

Section 4.12 Contracts. Schedule 4.12 sets forth a complete and accurate list of all material Springfield Contracts other than the Springfield Surface Contracts. The Contributing Parties have provided true, correct and complete copies of all material Springfield Contracts to the Recipient Parties. None of Springfield, the Contributing Parties or, to the Knowledge of the Contributing Parties, any other Person is in default under any material Springfield Contract except as set forth on Schedule 4.12. Except as set forth on Schedule 4.12, each material Springfield Contract (other than such Contracts with respect to which all performance and payment obligations have been fully performed or otherwise discharged by all parties thereto prior to the Closing) (a) is in full force and effect and (b) represents the legal, valid and binding obligation of Springfield or any Contributing Party party thereto and, to the Knowledge of the Contributing Parties, the other parties thereto, in each case enforceable in accordance with its terms. Except as set forth on Schedule 4.12, there are no material Contracts with Affiliates of the Contributing Parties that will be binding on Springfield or any of its assets after Closing. Except as set forth on Schedule 4.12, Springfield is not, the Contributing Parties are not and, to the Knowledge of the Contributing Parties, no other party is in breach of any Springfield Contract, no notice of default or breach has been received or delivered by Springfield or any Contributing Party under any Springfield Contract, the resolution of which is currently outstanding, and there are no current notices received by Springfield or any Contributing Party of the exercise of any premature termination, price redetermination, market-out or curtailment of any Springfield Contract.

Section 4.13 Condition of Assets. There are no material structural defects relating to any of the Springfield Assets, and the Springfield Assets are in good repair, working order and operating condition, ordinary wear and tear excepted, and are adequate for the operation of such assets consistent with past business practices. To the Knowledge of the Contributing Parties, all improvements to the real property owned or used in connection with the Springfield Assets do not encroach in any material respect on property of others (other than encroachments that would not materially impair the operations of such assets). There is no pending or, to the Knowledge of the

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Contributing Parties, threatened condemnation of any part of the Springfield Assets by any Governmental Entity which would have a material adverse effect on the ownership or operation of the Springfield Assets.

Section 4.14 Matters Relating to Springfield. Springfield owns no Equity Interest in any Person, is not party to any partnership or joint venture except as described on Schedule 4.14, has no material assets other than the Springfield System Ownership Interest and the Springfield Assets described in Exhibit A, and has no material liabilities or obligations of any kind or character other than those set forth on Schedule 4.14, all of which arise out of its construction and/or ownership of the Springfield Assets or status as a party to the Springfield Contracts. Springfield is the Operator under the COO Agreement, has not resigned as such, and after the Closing will remain the Operator.

Section 4.15 No Undisclosed Liabilities; Accuracy of Data.

(a) To the Knowledge of the Contributing Parties, all information that has been made available to the Recipient Parties and their representatives by the Contributing Parties or their Affiliates or any of their respective directors, partners, officers, employees, agents, advisors or representatives in connection with the negotiation and execution of this Agreement and the transactions contemplated hereby is complete and correct in all material respects and does not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements contained therein not misleading in any material respect in light of the circumstances under which such statements were made.

(b) Schedule 4.15 sets forth all bonds, letters of credit and guarantees posted as of the date of this Agreement by Springfield or any Contributing Party with any Governmental Entity or third Person relating to the Springfield Assets.

Section 4.16 Absence of Certain Changes. Since December 31, 2014, (a) the Springfield Assets and Springfield have been operated only in the ordinary course of business consistent with past practices of the Contributing Parties and Springfield, (b) there has not been any material damage, destruction or loss with respect to Springfield or the Springfield Assets, and (c) except as set forth on Schedule 4.16, none of Springfield or the Springfield Assets have become subject to any material obligation or liability, other than those (i) contained in approved budgets, true and complete copies of which have been delivered to the Recipient Parties, (ii) incurred in the ordinary course of business consistent with past practice since December 31, 2014, or (iii) otherwise permitted under this Agreement to be incurred between the date hereof and the Closing Date.

Section 4.17 Sufficiency of the Assets.

(a) The Springfield Assets constitute all of the assets related to the ownership, use and operation of the Springfield Gathering System and are sufficient to permit Springfield to own and operate the Springfield Gathering System in the manner it was owned and operated on the date of this Agreement and immediately prior to the Closing Date.

(b) Except as set forth on Schedule 4.17, (i) there are no obligations under the terms of the instruments creating the possessory interests of Springfield in the Springfield

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Assets requiring the payment of any money to permit the continued use of the rights granted by such instruments and (ii) there are no provisions permitting the termination of any instrument creating the possessory interests of Springfield in the Springfield Assets prior to the abandonment of the improvements thereon established by the respective instruments or unless such termination is caused by the occurrence of an event of default under the terms of such instruments, in each case outside the ordinary course of business or that would have a Material Adverse Effect.

Section 4.18 Regulatory Matters.

(a) With respect to Springfield’s ownership and operation of the Springfield Gas Gathering System, Springfield is not a “natural gas company” subject to, and as defined in, the Natural Gas Act, 15 U.S.C. § 717, et seq., (the “NGA”), and there are no proceedings pending, or to the Knowledge of the Contributing Parties, threatened, alleging that Springfield is in material violation of the NGA, the Energy Policy Act of 2005, 42 U.S.0 § 15801, et seq., or the Natural Gas Policy Act of 1978, 15 U.S.C. § 3301, et seq.;

(b) With respect to Springfield’s ownership and operation of the Springfield Oil Gathering System, Springfield is subject to the jurisdiction of the Railroad Commission of Texas as a common carrier pursuant to Texas Natural Resources Code Sections 111.002, 111.003, and 111.013. Springfield does not provide interstate transportation service on the Springfield Oil Gathering System. There are no proceedings pending or, the Knowledge of the Contributing Parties, threatened, alleging that the Springfield is in material violation of the Interstate Commerce Act, 49 U.S.C. App. § 1, et seq. (1988); and

(c) None of the Springfield Assets or any other assets of Springfield were acquired through the use or threatened use of eminent domain by Springfield or the Contributing Parties or, to the Knowledge of the Contributing Parties, by any other Person.

Section 4.19 Outstanding Capital Commitments. As of the date of this Agreement, there are no outstanding capital commitments or other expenditure commitments or budgets of Springfield or under the COO Agreement that will require the Contributing Parties or the Recipient Parties to make capital contributions to Springfield, or the Contributing Parties, the Recipient Parties or Springfield to provide funds under the COO Agreement, or provide for capital expenditures under the COO Agreement, in excess of $750,000 other than those set forth on Schedule 4.19. The Contributing Parties have delivered to Recipient Parties a true, complete and correct copy of the budget under the COO Agreement, including for capital expenditures, for 2016.

Section 4.20 Insurance. Schedule 4.20 lists all property and third-party liability insurance policies separately maintained by (or on behalf of) the Contributing Parties with respect to Springfield, the Springfield Assets and the Interest. After the Closing, the insurance policies carried by the Recipient Parties shall respond primary to the insurance policies in Schedule 4.20 carried by the Contributing Parties with respect to Springfield, the Springfield Assets and the Interest.

Section 4.21 Employees; Labor Relations. Springfield has no employees.

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Section 4.22 Management Projections and Budgets. The projections and budgets provided to the Recipient Parties (including those provided to Evercore Group, L.L.C. (“Evercore”), the financial advisor to the Special Committee), by the Contributing Parties as part of the Recipient Parties’ review in connection with this Agreement have a reasonable basis and are consistent with the current expectations of Anadarko’s and the Contributing Parties’ management. The other financial and operational information provided by the Contributing Parties to Evercore as part of its review of the proposed transaction for the Special Committee is complete and correct in all material respects for the periods covered, and is derived from and is consistent with the books and records of the Contributing Parties or Springfield.

Section 4.23 Investment. The Contributing Parties (which for purposes of this Section include any Anadarko Entity designated by Anadarko to receive any portion of the Unit Consideration) are not acquiring the Unit Consideration with a view to or for sale in connection with any distribution thereof or any other security related thereto in violation of the Securities Act or any state securities Laws. The Contributing Parties are familiar with investments of the nature of the Unit Consideration, understand that this investment involves substantial risks, have adequately investigated the Partnership and the Unit Consideration, and have substantial knowledge and experience in financial and business matters such that they are capable of evaluating, and have evaluated, the merits and risks inherent in acquiring the Unit Consideration, and are able to bear the economic risks of such investment. The Contributing Parties have had the opportunity to visit with the Partnership and meet with its officers and other representatives to discuss the business, assets, liabilities, financial condition, and operations of the Partnership, have received all materials, documents and other information that the Contributing Parties deem necessary or advisable to evaluate the Partnership and the Unit Consideration, and have made their own independent examination, investigation, analysis and evaluation of the Partnership and the Unit Consideration, including their own estimate of the value of the Unit Consideration. The Contributing Parties have undertaken such due diligence (including a review of the properties, liabilities, books, records and contracts of the Partnership) as the Contributing Parties deem adequate. The Contributing Parties acknowledge that the common units constituting the Unit Consideration have not been registered under applicable federal and state securities laws and that the such common units may not be sold, transferred, offered for sale, pledged, hypothecated or otherwise disposed of unless such transfer, sale, assignment, pledge, hypothecation or other disposition is registered under applicable federal and state securities laws or pursuant to an exemption from registration under any federal or state securities laws, and that the book entries and transfer records of the Partnership reflecting such common units will contain a legend to the foregoing effect.

ARTICLE V

REPRESENTATIONS AND WARRANTIES OF THE RECIPIENT PARTIES

The Recipient Parties hereby represent and warrant to the Contributing Parties as follows:

Section 5.1 Organization of the Recipient Parties. Each Recipient Party is an entity duly organized, validly existing and in good standing under the Laws of the State of Delaware, and has all requisite entity power and authority to own the Interest.

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Section 5.2 Authorization; Enforceability. Each Recipient Party has full partnership or limited liability company power and authority to execute, deliver, and perform its obligations under this Agreement and any Recipient Party Ancillary Documents to which it is a party. The execution, delivery, and performance by each Recipient Party of this Agreement and the Recipient Party Ancillary Documents, and the consummation by each Recipient Party of the transactions contemplated hereby and thereby, have been duly authorized by all necessary partnership or limited liability company action, as appropriate, of each Recipient Party. This Agreement has been duly executed and delivered by each Recipient Party and constitutes (and each Recipient Party Ancillary Document executed or to be executed by any Recipient Party has been, or when executed will be, duly executed and delivered by such Recipient Party and constitutes, or when executed and delivered will constitute) a valid and legally binding obligation of such Recipient Party, enforceable against it in accordance with its terms, except as such enforceability may be limited by (a) applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance or other similar Laws affecting creditors’ rights and remedies generally and (b) equitable principles which may limit the availability of certain equitable remedies (such as specific performance) in certain instances.

Section 5.3 No Conflicts. The execution and delivery by each Recipient Party of this Agreement and the other Recipient Party Ancillary Documents to which it is a party, and the performance of its obligations hereunder and thereunder, do not, and the consummation of the transactions contemplated hereby and thereby will not, (a) violate, conflict with, or result in any breach of any provision of such Recipient Party’s organizational documents, (b) violate, conflict with or result in any breach of any agreement or instrument to which a Recipient Party is a party or by which it is bound, or (c) violate any Law applicable to a Recipient Party, except in the case of clauses (b) and (c) for any such violations, conflicts or breaches that would not have a material adverse effect on such Recipient Party’s ability to consummate the transactions contemplated by this Agreement.

Section 5.4 Litigation. Except as set forth on Schedule 5.4, there are no claims, demands, actions, suits, or proceedings pending before any Governmental Entity or arbitrator or, to the Recipient Parties’ Knowledge, threatened in writing against any Recipient Party or any of its Affiliates which are reasonably likely to impair materially the ability of any Recipient Party to perform its obligations under this Agreement or the Recipient Party Ancillary Documents.

Section 5.5 Brokers’ Fees. Except for Evercore, no investment banker, broker, finder, financial advisor or other intermediary has been retained by or is authorized to act on behalf of any Recipient Party or any of its Affiliates who is entitled to receive from any Party or any of its Affiliates any fee or commission in connection with the transactions contemplated by this Agreement.

Section 5.6 Investment. No Recipient Party is acquiring the Interest with a view to or for sale in connection with any distribution thereof in violation of the Securities Act or any state securities Laws. Each Recipient Party has such knowledge and experience in financial and business matters that it is capable of evaluating the merits and risks of an investment in the Interest. Each Recipient Party acknowledges that the Interest has not been registered under applicable federal and state securities Laws and that the Interest may not be sold, transferred, offered for sale, pledged, hypothecated or otherwise disposed of unless such transfer, sale, assignment, pledge, hypothecation

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or other disposition is registered under applicable federal and state securities Laws or pursuant to an exemption from registration under any federal or state securities Laws.

ARTICLE VI

COVENANTS

Section 6.1 Conduct of Business. Except as specifically provided in this Agreement or as expressly agreed to in writing by the Partnership, during the period from the date of this Agreement until the Closing, the Contributing Parties shall cause Springfield to (i) own, operate and maintain the Springfield Assets in all material respects according to its usual and ordinary course of business consistent with past practice, (ii) conduct its operations in all material respects according to its usual and ordinary course of business consistent with its past practice and (iii) use commercially reasonable efforts to preserve intact its assets and its current business organization and preserve its relationships with customers, suppliers, licensors, licensees, advertisers, distributors, shippers and others having business dealings with it. Without limiting the generality of the foregoing, except as expressly provided in this Agreement or as expressly agreed to in writing by the Partnership, the Contributing Parties shall not agree to, promote, or vote or cause to be voted the Interest in favor of, or permit Springfield agree to or to:

(a) declare, set aside or pay any dividends, or make any distributions, in respect of its Equity Interests or under the COO Agreement, in each case other than regular distributions in the ordinary course of business and consistent with past practice, or repurchase, redeem or otherwise acquire any such Equity Interests;

(b) merge into or with or consolidate with any other Person, or acquire all or substantially all of the business or assets of any Person or other entity;

(c) make any change in its organizational documents or governing instruments or terminate or make any change in the COO Agreement or the Springfield System Ownership Interest;

(d) purchase any securities of any Person or make any investment in any corporation, partnership, joint venture or other business enterprise;

(e) increase its indebtedness, or incur any obligation or liability, direct or indirect, other than the incurrence of liabilities pursuant to existing agreements in the ordinary course of business consistent with past practice;

(f) issue or sell any membership interests or other Equity Interests, (ii) amend any of the terms of any such interests outstanding as of the date hereof, or (iii) admit any new members;

(g) make or change any material Tax election or method of accounting;

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(h) adopt a plan of complete or partial liquidation or resolutions providing for or authorizing its liquidation, dissolution, recapitalization, restructuring, or other reorganization; or

(i) make any capital commitments or other expenditure commitments or change any budgets of Springfield or under the COO Agreement which will require the Contributing Parties or the Recipient Parties to make any capital contributions to Springfield in respect of the Interest or Springfield to contribute to or provide funds for any capital expenditures under the COO Agreement, other than those shown on Schedule 4.19.

Section 6.2 Access. From the date of this Agreement until the Closing Date, the Contributing Parties shall (and, as applicable, shall cause Springfield to), upon reasonable advance notice by the Partnership, (a) provide to the Partnership and the Recipient Parties and their respective representatives reasonable access, during normal business hours, to the Springfield Assets and Springfield and (b) furnish to the Partnership and the Recipient Parties such documents and information in the possession or control of the Contributing Parties concerning the Springfield Assets and Springfield as the Partnership or the Recipient Parties from time to time may reasonably request, but only to the extent that the Contributing Parties may comply with the covenants in clauses (a) and (b) above without breaching any confidentiality obligation or other contractual restriction binding on the Contributing Parties.

Section 6.3 Tax Matters.

(a) In the case of Taxes related to a Straddle Period, such Taxes, including refunds thereof, shall be prorated, in the case of property or ad valorem or franchise Taxes (which are measured by, or based solely upon capital, debt or a combination of capital and debt), ratably on a per diem basis and, in the case of other Taxes, by assuming that the portion of the Straddle Period ending on the Closing Date constitutes a separate taxable period and by taking into account the events occurring during such period (except that exemptions, allowances and deductions that are calculated on an annual or periodic basis, such as the deduction for depreciation, shall be apportioned ratably on a per diem basis). Notwithstanding anything to the contrary herein, any franchise tax paid or payable with respect to Springfield shall be allocated to the taxable period during which the income, operations, assets or capital comprising the base of such tax is measured, regardless of whether the right to do business for another taxable period is obtained by the payment of such franchise tax.

(b) The Parties agree to furnish, or cause to be furnished, to each other, upon request, in a timely manner, such information (including access to books and records) and assistance relating to Springfield as is reasonably necessary for the filing of any Tax Return and for the preparation or conduct of any audit, and for the prosecution or defense of any proceeding relating to Taxes. The Parties shall retain, or cause to be retained, all Tax and accounting books and records in their possession (as well as those in the possession of Springfield), in each case relevant for Taxes for Pre-Closing Tax Periods and Straddle Periods until the applicable period for assessment under applicable Law (giving effect to any and all extensions and waivers) has expired with respect to the particular Taxes to which any such books and records relate, and to abide by all record retention agreements entered into with any Governmental Entity.

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Section 6.4 Additional Agreements. Subject to the terms and conditions of this Agreement, Anadarko and each of the Parties shall use its commercially reasonable efforts to take, or cause to be taken all action and to do, or cause to be done, all things necessary, proper, or advisable to consummate and make effective the transactions contemplated by this Agreement, including the fulfillment of the conditions set forth in Article VII, to the extent that the fulfillment of such conditions is within the control of Anadarko or such Party; provided, however, that in no event shall Anadarko or any Party or its Affiliates be required to divest any interest that they may have in any material assets or business.

Section 6.5 Replacement of Bonds, Letters of Credit and Guarantees. The Parties understand that none of the bonds, letters of credit or guarantees, if any, set forth on Schedule 4.15 posted by the Contributing Parties with any Governmental Entity or third Person and relating to the Interest are to be transferred to the Recipient Parties. The Recipient Parties shall use commercially reasonable efforts to obtain, or cause to be obtained in the name of the Recipient Parties, replacements for such bonds, letters of credit and guarantees, and shall use commercially reasonable efforts to cause, effective on or promptly after the Closing, the cancellation or return to the Contributing Parties of such bonds, letters of credit and guarantees posted by the Contributing Parties, but only to the extent such replacements are necessary or required under the Springfield Contracts or by applicable Law.

Section 6.6 Springfield Matters. Until the Closing, WGRAH will not resign as the sole member of Springfield, and WGRAH and the Contributing Parties will cause Springfield to remain and not resign as Operator under the COO Agreement.

Section 6.7 Required Consents. In the event any of the Springfield Asset Required Consents have not been obtained, made or complied with as of the Closing, the Contributing Parties will, and will cause their Affiliates to, obtain, make or comply with any such Springfield Asset Required Consents promptly after the Closing.

ARTICLE VII

CONDITIONS TO CLOSING

Section 7.1 Conditions to Each Party’s Obligation to Close. The obligations of the Parties to consummate the transactions contemplated by this Agreement shall be subject to the satisfaction, at or prior to the Closing, of each of the following conditions:

(a) No Restraint. All appropriate filings under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, with respect to the transactions contemplated under this Agreement shall have been made and any waiting period under that Act applicable to those transactions shall have been terminated or shall have expired. No temporary restraining order, preliminary or permanent injunction or other Order issued by any Governmental Entity or other legal restraint or prohibition preventing the consummation of the transactions contemplated by this Agreement shall be in effect.

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(b) Legality of Transactions. No action shall have been taken nor any Law enacted by any Governmental Entity that makes the consummation of the transactions contemplated by this Agreement illegal.

(c) Opinion of Financial Advisor to Special Committee. The Special Committee shall have received the opinion, in form and substance satisfactory to the Special Committee, of Evercore, the financial advisor to the Special Committee, that the Consideration to be paid to the Contributing Parties pursuant to this Agreement is fair, from a financial point of view, to the Partnership and to holders of the Partnership’s common units (other than the Contributing Parties and their Affiliates (other than the Partnership)), and such opinion shall not have been withdrawn.

Section 7.2 Conditions to the Recipient Parties’ Obligation to Close. The obligation of the Recipient Parties to consummate the transactions contemplated by this Agreement shall be subject to the satisfaction (or waiver by the Partnership in its sole discretion), at or prior to the Closing, of each of the following conditions:

(a) Preference Rights and Transfer Requirements. With respect to each Preference Right, (i) each holder of such Preference Right has waived such Preference Right or (ii) the time in which such Preference Right may be exercised has expired and no suit, action or other proceeding has been initiated by a third party seeking to restrain, enjoin or otherwise prohibit the consummation of the transactions contemplated hereby in connection with a claim to enforce such Preference Right. All Transfer Requirements related to the Interest have been complied with or otherwise satisfied.

(b) Representations and Warranties. The representations and warranties set forth in Article IV shall be true and correct in all material respects (other than representations and warranties that are already qualified as to materiality or Material Adverse Effect, which representations and warranties shall be true and correct in all respects) as of the Closing Date as though made on and as of the Closing Date, and the Recipient Parties shall have received a certificate to such effect signed on behalf of Anadarko and the Contributing Parties by an officer of Anadarko.

(c) Performance of Obligations. The Contributing Parties shall have performed in all material respects (other than covenants and obligations that are already qualified as to materiality or Material Adverse Effect, which covenants and obligations shall have been performed in all respects) all covenants and obligations required to be performed by the Contributing Parties under this Agreement prior to or on the Closing Date, and the Recipient Parties shall have received a certificate to such effect signed on behalf of the Contributing Parties by an officer of Anadarko (such certificate, together with the certificate described in Section 7.2(b), the “Contributing Party Closing Certificate”).

(d) Contributing Party Ancillary Documents. The Contributing Parties shall have delivered, or caused to be delivered, to the Recipient Parties the Contributing Party Ancillary Documents required under Section 3.2.

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(e) No Material Adverse Effect. Since December 31, 2013, there shall have occurred no Material Adverse Effect.

Section 7.3 Conditions to the Contributing Parties’ Obligation to Close. The obligation of the Contributing Parties to consummate the transactions contemplated by this Agreement shall be subject to the satisfaction (or waiver by Anadarko in its sole discretion), at or prior to the Closing, of each of the following conditions:

(a) Representations and Warranties. The representations and warranties of the Recipient Parties set forth in Article V shall be true and correct in all material respects (other than representations and warranties that are already qualified as to materiality or Material Adverse Effect, which representations and warranties shall be true and correct in all respects) as of the Closing Date as though made on and as of the Closing Date, and the Contributing Parties shall have received a certificate to such effect signed on behalf of the Recipient Parties by an officer of the General Partner.

(b) Performance of Obligations. The Recipient Parties shall have performed in all material respects (other than covenants and obligations that are already qualified as to materiality or Material Adverse Effect, which covenants and obligations shall have been performed in all respects) all covenants and obligations required to be performed by the Recipient Parties under this Agreement prior to or on the Closing Date, and the Contributing Parties shall have received a certificate to such effect signed on behalf of the Recipient Parties by an officer of the General Partner (such certificate, together with the certificate described in Section 7.3(a), the “Recipient Party Closing Certificate”).

(c) Recipient Party Ancillary Documents. The Recipient Parties shall have delivered, or caused to be delivered, to the Contributing Parties the Recipient Party Ancillary Documents required under Section 3.3.

ARTICLE VIII

TERMINATION

Section 8.1 Termination.

(a) Right to Terminate. This Agreement may be terminated and the transactions contemplated hereby abandoned at any time prior to the Closing:

(i) by mutual written consent of Anadarko and the Partnership;

(ii) by either Anadarko or the Partnership if the Closing has not occurred within 90 days of the date of this Agreement (the “Termination Date”); provided, however, that this right to terminate this Agreement shall not be available to any Party whose breach of this Agreement or whose Affiliate’s breach of this Agreement has been the cause of, or resulted in, the failure of the Closing to occur on or before such date;

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(iii) by either Anadarko or the Partnership if a Governmental Entity shall have issued an Order or taken any other action, in each case permanently restraining, enjoining, or otherwise prohibiting the transactions contemplated by this Agreement; or

(iv) by Anadarko in the event of a breach by the Recipient Parties, or by the Partnership in the event of a breach by Anadarko or the Contributing Parties, of any representation, warranty, covenant or other agreement contained in this Agreement which (A) would give rise to the failure of a condition set forth in Section 7.2(b), Section 7.2(c), Section 7.2(e), Section 7.3(a) or Section 7.3(b), as applicable, and (B) cannot be or has not been cured by the earlier of (x) 20 days following receipt by the breaching party of written notice of such breach or (y) the Business Day immediately preceding the Termination Date.

(b) Effect of Investigation. The right of any Party to terminate this Agreement pursuant to this Section 8.1 shall remain operative and in full force and effect regardless of the actual or constructive knowledge of such Party regarding the subject matter giving rise to such right of termination.

Section 8.2 Effect of Termination. Upon termination of this Agreement pursuant to Section 8.1, the undertakings of the Parties set forth in this Agreement shall forthwith be of no further force and effect; provided, however, that no such termination shall relieve any Party of any intentional material breach of any term or provision hereof.

ARTICLE IX

INDEMNIFICATION

Section 9.1 Survival.

(a) The representations and warranties in this Agreement shall survive the Closing until the applicable dates specified in Sections 9.1(b) and 9.1(c) and regardless of any inspection or investigation by or on behalf of the Recipient Parties or the Contributing Parties, respectively; provided that any representation or warranty with respect to which a claim for indemnification has been brought pursuant to this Article IX that is pending at the end of the applicable survival period shall continue to survive until the final resolution of such claim.

(b) The liability of Anadarko and the Contributing Parties for the breach of any of the representations and warranties of Anadarko and the Contributing Parties set forth in Article IV shall be limited to claims for which a Partnership Indemnified Party delivers written notice to Anadarko on or before the date that is 18 months after the Closing Date; provided, however, that (i) the representations and warranties in Section 4.9 shall be limited to claims for which a Partnership Indemnified Party delivers written notice to Anadarko on or before the date that is 24 months after the Closing Date; and (ii) the representations and warranties set forth in Sections 4.1, 4.2, 4.6 and 4.7 shall not be limited as to time other than the applicable statute of limitations.

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(c) The liability of the Recipient Parties for the breach of any of the representations and warranties of the Recipient Parties set forth in Article V shall be limited to claims for which an Anadarko Indemnified Party delivers written notice to the Partnership on or before 18 months after the Closing Date; provided, however, that the representations and warranties set forth in Sections 5.1 and 5.2 shall not be limited as to time other than the applicable statute of limitations.

Section 9.2 Indemnification of the Anadarko Indemnified Parties. Solely for the purpose of indemnification in this Section 9.2, the representations and warranties of the Recipient Parties in this Agreement shall be deemed to have been made without regard to any materiality or Material Adverse Effect qualifiers. The Partnership, from and after the Closing Date, shall indemnify and hold Anadarko, the Contributing Parties and their respective Affiliates (other than any of the Partnership Entities), shareholders, unitholders, members, directors, officers, employees, agents and representatives (together with Anadarko and the Contributing Parties, the “Anadarko Indemnified Parties”) harmless from and against any and all Losses, suffered or incurred by the Anadarko Indemnified Parties as a result of, caused by, arising out of, or in any way relating to (a) subject to Section 9.1, any breach of a representation or warranty of the Recipient Parties in this Agreement, and (b) any breach of any agreement or covenant on the part of the Recipient Parties in this Agreement.

Section 9.3 Indemnification of the Partnership Indemnified Parties. Solely for the purpose of indemnification in this Section 9.3, the representations and warranties of Anadarko and the Contributing Parties in this Agreement shall be deemed to have been made without regard to any materiality or Material Adverse Effect qualifiers. Anadarko shall indemnify and hold the Recipient Parties and their respective Affiliates (other than any of the Anadarko Entities), shareholders, unitholders, members, directors, officers, employees, agents and representatives (together with the Recipient Parties and the Partnership, the “Partnership Indemnified Parties”) harmless from and against any and all Losses suffered or incurred by the Partnership Indemnified Parties as a result of, caused by, arising out of, or in any way relating to:

(a) subject to Section 9.1, any breach of a representation or warranty of Anadarko or the Contributing Parties in this Agreement;

(b) any breach of any agreement or covenant on the part of Anadarko or the Contributing Parties in this Agreement;

(c) any Taxes imposed on or incurred by Springfield or related to the Springfield Assets with respect to any Pre-Closing Tax Period and the portion of any Straddle Period ending on the Closing Date, or with respect to the matters on Schedule 9.3(e);

(d) the failure to obtain, make or comply with any Springfield Asset Required Consents; and

(e) the matters set forth on Schedule 4.5 and Schedule 9.3(e).

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Section 9.4 Demands. The Indemnified Party agrees that within 30 days after it becomes aware of facts giving rise to a claim for indemnification pursuant to this Article IX, including receipt by it of notice of any demand, assertion, claim, action or proceeding, judicial or otherwise, by any third party (any such third party action being referred to herein as the “Indemnity Claim”), with respect to any matter as to which it claims to be entitled to indemnity under the provisions of this Agreement, it will provide notice thereof in writing to the Indemnifying Party specifying in reasonable detail the nature of and specific basis for such claim. Notwithstanding the foregoing, the Indemnified Party’s failure to provide notice under this Section 9.4 will not relieve the Indemnifying Party from the liability hereunder with respect to such matter except in the event and only to the extent that the Indemnifying Party is materially prejudiced by such failure or delay. Such notice shall include a formal demand for indemnification under this Agreement.

Section 9.5 Right to Contest and Defend. The Indemnifying Party shall be entitled at its cost and expense to contest and defend by all appropriate legal proceedings any Indemnity Claim with respect to which it is called upon to indemnify the Indemnified Party under the provisions of this Agreement; provided that notice of the intention to so contest shall be delivered by the Indemnifying Party to the Indemnified Party within 20 days from the date of receipt by the Indemnifying Party of notice by the Indemnified Party of the assertion of the Indemnity Claim. Any such contest may be conducted in the name and on behalf of the Indemnifying Party or the Indemnified Party as may be appropriate. Such contest shall be conducted by reputable counsel (in the reasonable opinion of the Indemnifying Party) employed by the Indemnifying Party and not reasonably objected to by the Indemnified Party, but the Indemnified Party shall have the right but not the obligation to participate in such proceedings and to be represented by counsel of its own choosing at its sole cost and expense. The Indemnifying Party shall have full authority to determine all action to be taken with respect such proceedings; provided, however, that the Indemnifying Party will not have the authority to subject the Indemnified Party to any obligation whatsoever, other than the performance of purely ministerial tasks or obligations not involving material expense. If the Indemnifying Party does not elect to contest any such Indemnity Claim, the Indemnifying Party shall be bound by the result obtained with respect to such claim by the Indemnified Party. If the Indemnifying Party shall have assumed the defense of an Indemnity Claim, the Indemnified Party shall agree to any settlement, compromise or discharge of an Indemnity Claim that the Indemnifying Party may recommend and that by its terms obligates the Indemnifying Party to pay the full amount of the liability in connection with such Indemnity Claim, which fully and completely releases the Indemnified Party in connection with such Indemnity Claim and which would not otherwise adversely affect the Indemnified Party.

Notwithstanding the foregoing, the Indemnifying Party shall not be entitled to assume the defense of any Indemnity Claim (and shall be liable for the reasonable fees and expenses of counsel incurred by the Indemnified Party in defending such Indemnity Claim) if the Indemnity Claim seeks an order, injunction or other equitable relief or relief for other than money damages against the Indemnified Party which the Indemnified Party reasonably determines, upon the advice of outside counsel, cannot be separated from any related claim for money damages. If such equitable relief or other relief portion of the Indemnity Claim can be so separated from that for money damages, the Indemnifying Party shall be entitled to assume the defense of the portion relating to money damages.

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Section 9.6 Cooperation. The Indemnified Party agrees to cooperate with the Indemnifying Party with respect to all aspects of the defense of any Indemnity Claims covered by the indemnification set forth in this Article IX, including the prompt furnishing to the Indemnifying Party of any correspondence or other notice relating thereto that the Indemnified Party may receive, permitting the names of the Indemnified Party to be utilized in connection with such defense, the making available to the Indemnifying Party of any files, records or other information of the Indemnified Party that the Indemnifying Party reasonably considers relevant to such defense and the making available to the Indemnifying Party of any employees of the Indemnified Party; provided, however, that in connection therewith the Indemnifying Party agrees to use reasonable efforts to minimize the impact thereof on the operations of the Indemnified Party and further agrees to maintain the confidentiality of all files, records and other information furnished by the Indemnified Party pursuant to this Section 9.6, unless otherwise required by Law or the listing standards of the New York Stock Exchange or any other applicable exchange or quotation system. In no event shall the obligation of the Indemnified Party to cooperate with the Indemnifying Party as set forth in the immediately preceding sentence be construed as imposing upon the Indemnified Party an obligation to hire and pay for counsel in connection with the defense of any claims covered by the indemnification set forth in this Article IX; provided, however, that the Indemnified Party may, at its own option, cost and expense, hire and pay for counsel in connection with any such defense. The Indemnifying Party agrees to keep any such counsel hired by the Indemnified Party reasonably informed as to the status of any such defense, but the Indemnifying Party shall have the right to retain sole control over such defense to the extent provided above.

Section 9.7 Payment of Losses. The indemnification required hereunder shall be made by monthly payments of the amount thereof during the course of the investigation or defense, within 30 days as and when reasonably specific bills are received or Loss is incurred and reasonable evidence thereof is delivered. In calculating any amount to be paid by an Indemnifying Party by reason of the indemnification provisions of this Agreement, the amount to be paid shall be reduced by (i) any insurance proceeds related to indemnified Losses realized by the Indemnified Party and (ii) any amounts related to indemnified Losses recovered by the Indemnified Party under contractual indemnities from third parties.

Section 9.8 Limitations on Indemnification.

(a) To the extent the Partnership Indemnified Parties are entitled to indemnification for Losses pursuant to Section 9.3(a) (other than for Losses related to a breach of the representations and warranties in Section 4.6), Anadarko shall not be liable for those Losses unless the aggregate amount of Losses exceeds 1.0% of the sum of (i) the Cash Consideration, plus (ii) $37.5 million (the sum of (i) and (ii) being the “Aggregate Consideration”) (the “Deductible”), and then only to the extent of any such excess.

(b) In addition, to the extent the Partnership Indemnified Parties are entitled to indemnification for Losses pursuant to Section 9.3(a), Anadarko shall not be liable for such Losses that exceed, in the aggregate, 25% of the Aggregate Consideration less the Deductible.

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(c) Notwithstanding Section 9.8(a) and (b), to the extent the Partnership Indemnified Parties are entitled to indemnification for Losses arising from a breach of the representations and warranties in Sections 4.6 and 4.7, pursuant to Section 9.3(b), 9.3(c), 9.3(d), or 9.3(e), or for claims arising from fraud, Anadarko shall be fully liable for such Losses without respect to the Deductible in Section 9.8(a) and the limitations in Section 9.8(b).

(d) To the extent the Anadarko Indemnified Parties are entitled to indemnification for Losses pursuant to Section 9.2(a), the Partnership shall not be liable for those Losses unless the aggregate amount of Losses exceeds, in the aggregate, the Deductible, and then only to the extent of any such excess. In addition, to the extent the Anadarko Indemnified Parties are entitled to indemnification for Losses pursuant to Section 9.2(a), the Partnership shall not be liable for such Losses that exceed, in the aggregate, 10% of the Aggregate Consideration less the Deductible.

(e) Notwithstanding Section 9.8(d), to the extent the Anadarko Indemnified Parties are entitled to indemnification for Losses pursuant to Section 9.2(b) or for claims arising from fraud, the Partnership shall be fully liable for such Losses without respect to the Deductible and the limitations in Section 9.8(d).

Section 9.9 Sole Remedy. Notwithstanding anything herein to the contrary, after the Closing, this Article IX contains the Anadarko Indemnified Parties’ and the Partnership Indemnified Parties’ exclusive remedy against each other with respect to breaches of the representations, warranties, covenants and agreements of the Parties contained in Article IV and Article V and in the covenants in this Agreement to be performed prior to the Closing, in each case other than claims or causes of action arising from fraud. All references in this Article IX to such breaches of such representations, warranties, covenants and agreements include any affirmation of such representations, warranties, covenants and agreements contained in the certificates delivered at Closing by the Contributing Parties pursuant to Section 3.2(b) or by the Recipient Parties pursuant to Section 3.3(d).

Section 9.10 Treatment of Indemnification Payments. For all Tax purposes, the Parties agree to treat (and will cause each of their respective Affiliates to treat) any indemnification payment made under this Article IX as an adjustment to the Cash Consideration.

Section 9.11 Express Negligence Rule. THE INDEMNIFICATION PROVISIONS PROVIDED FOR IN THIS AGREEMENT HAVE BEEN EXPRESSLY NEGOTIATED IN EVERY DETAIL, ARE INTENDED TO BE GIVEN FULL AND LITERAL EFFECT, AND SHALL BE APPLICABLE WHETHER OR NOT THE LIABILITIES, OBLIGATIONS, CLAIMS, JUDGMENTS, LOSSES, COSTS, EXPENSES OR DAMAGES IN QUESTION ARISE OR AROSE SOLELY OR IN PART FROM THE GROSS, ACTIVE, PASSIVE OR CONCURRENT NEGLIGENCE, STRICT LIABILITY, OR OTHER FAULT OF ANY INDEMNIFIED PARTY. ANADARKO AND THE CONTRIBUTING PARTIES AND THE RECIPIENT PARTIES ACKNOWLEDGE THAT THIS STATEMENT COMPLIES WITH THE EXPRESS NEGLIGENCE RULE AND CONSTITUTES CONSPICUOUS NOTICE. NOTICE IN THIS CONSPICUOUS NOTICE IS NOT INTENDED TO PROVIDE OR ALTER THE RIGHTS AND

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OBLIGATIONS OF ANADARKO AND THE PARTIES, ALL OF WHICH ARE SPECIFIED ELSEWHERE IN THIS AGREEMENT.

ARTICLE X

ADDITIONAL AGREEMENTS

Section 10.1 Further Assurances. Each of the Contributing Parties and Anadarko hereby agrees that, from time to time, at the request of the Recipient Parties and without further consideration, it will execute and deliver to the Recipient Parties such other deeds, bills of sale, instruments of conveyance, assignment and transfer, and notices, affidavits and acknowledgements, and take such action as the Recipient Parties may reasonably require, to effectively convey, transfer, and assign to the Recipient Parties, and to put the Recipient Parties in possession of the Interest. After the Closing, each Party shall take such further actions, including obtaining consents to assignment from third parties, and execute such further documents as may be necessary or reasonably requested by the other Parties in order to effectuate the intent of this Agreement and the Ancillary Documents and to provide such other Parties with the intended benefits of this Agreement and the Ancillary Documents.

ARTICLE XI

MISCELLANEOUS

Section 11.1 Expenses. Except as provided in Section 3.4, or as provided in the Ancillary Documents, regardless of whether the transactions contemplated in this Agreement occur, all costs and expenses incurred by the Parties in connection with the consummation of the transactions contemplated hereby shall be borne solely and entirely by the Party which has incurred such cost or expense.

Section 11.2 Notices. Any notice or other communication to be given under this Agreement by any Party to another shall be in writing and shall be (i) delivered personally, (ii) sent by courier service requiring acknowledgment of receipt, or (iii) sent by facsimile transmission. Notice given by personal delivery or courier shall be effective upon actual receipt. Notice given by facsimile transmission shall be confirmed by appropriate answer-back, and shall be effective upon actual receipt if received during the recipient’s normal business hours, or at the beginning of the recipient’s next Business Day after receipt if not received during the recipient’s normal business hours. Notices or other communications shall be directed to the following addresses:

Notices to Anadarko:

Anadarko Petroleum Corporation

1201 Lake Robbins Drive

The Woodlands, Texas 77380

Attention: Senior Vice President, General Counsel,

Corporate Secretary and Chief Compliance Officer

Facsimile No.: (832) 636-0547

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Notices to the Contributing Parties:

APC Midstream Holdings, LLC

1201 Lake Robbins Drive

The Woodlands, Texas 77380

Attention: President

Facsimile No.: (832) 636-7885

WGR Asset Holding Company LLC

1201 Lake Robbins Drive

The Woodlands, Texas 77380

Attention: President

Facsimile No.: (832) 636-7130

Notices to the Recipient Parties:

Western Gas Partners, LP

1201 Lake Robbins Drive

The Woodlands, Texas 77380

Attention: General Partner

Facsimile No.: (832) 636-6001

Western Gas Operating, LLC

1201 Lake Robbins Drive

The Woodlands, Texas 77380

Attention: General Partner

Facsimile No.: (832) 636-6001

WGR Operating, LP

1201 Lake Robbins Drive

The Woodlands, Texas 77380

Attention: General Partner

Facsimile No.: (832) 636-6001

in each case with copies (which shall not constitute notice) to:

Special Committee of the Board of Directors of Western Gas Holdings, LLC

1201 Lake Robbins Drive

The Woodlands, Texas 77380

Attention: Chairman

Facsimile No.: (832) 636-6001

Bracewell LLP

711 Louisiana, Suite 2300

Houston, Texas 77002

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Attention: Gary W. Orloff

Facsimile No.: (713) 221-2166

Any Party may at any time change its address for service from time to time by giving notice in accordance with this Section 11.2.

Section 11.3 Severability. If any term or other provision of this Agreement or in any other document delivered pursuant hereto shall, for any reason, be held to be invalid, illegal, or incapable of being enforced under applicable Law, or public policy, all other conditions and provisions of this Agreement shall nevertheless remain in full force and effect. Upon such determination that any term or other provision of this Agreement is invalid, illegal, or incapable of being enforced, the Parties shall negotiate in good faith to modify this Agreement so as to effect the original intention of the Parties as closely as possible in a mutually acceptable manner in order that the transactions contemplated herein are consummated as originally contemplated to the fullest extent possible.

Section 11.4 Governing Law; Consent to Jurisdiction. This Agreement shall be governed by and construed and enforced in accordance with the laws of the State of Texas, excluding any conflicts-of-law rule or principle that might refer the construction or interpretation of this Agreement to the laws of another state. The Parties hereto irrevocably submit to the jurisdiction of the courts of the State of Texas and the federal courts of the United States of America located in Harris County, Texas over any dispute between the Parties arising out of this Agreement or the transaction contemplated hereby, and each Party irrevocably agrees that all such claims in respect of such dispute shall be heard and determined in such courts. The Parties hereto irrevocably waive, to the fullest extent permitted by Law, any objection which they may now or hereafter have to the venue of any dispute arising out of this Agreement or the transaction contemplated hereby being brought in such court or any defense of inconvenient forum for the maintenance of such dispute. Each Party agrees that a judgment in any such dispute may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by Law.

Section 11.5 Parties in Interest. This Agreement shall be binding upon and inure solely to the benefit of each Party hereto and their successors and permitted assigns, and nothing in this Agreement, express or implied, is intended to confer upon any other Person any rights or remedies of any nature whatsoever under or by reason of this Agreement, except for express language with respect to the Partnership Indemnified Parties and the Anadarko Indemnified Parties contained in the indemnification provisions of Article IX.

Section 11.6 Assignment. Neither this Agreement nor any of the rights, interests, or obligations hereunder may be assigned, by operation of Law or otherwise, by any Party without the prior written consent of the other Parties, and any attempted assignment without such consent shall be void.

Section 11.7 No Amendment or Waiver. No amendment, supplement, modification or waiver of this Agreement shall be binding unless executed in writing by the Party to be bound thereby. No waiver of any of the provisions of this Agreement or a breach hereof shall be deemed

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or shall constitute a waiver of any other provision hereof (regardless of whether similar), nor shall any such waiver constitute a continuing waiver unless otherwise expressly provided.

Section 11.8 Counterparts. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. Facsimile copies of signatures shall constitute original signatures for all purposes of this Agreement and any enforcement hereof.

Section 11.9 Integration. This Agreement, the Exhibits and Schedules hereto and the Ancillary Documents supersede any previous understandings or agreements among the Parties, whether oral or written, with respect to their subject matter. This Agreement, the Exhibits and Schedules hereto and the Ancillary Documents contain the entire understanding of the Parties with respect to the subject matter hereof and thereof. No understanding, representation, promise or agreement, whether oral or written, is intended to be or shall be included in or form part of this Agreement or the Ancillary Documents unless it is contained in a written amendment hereto or thereto and executed by the Parties hereto or thereto after the date of this Agreement or the Ancillary Documents.

Section 11.10 Determinations by the Partnership. Whenever an approval or a material determination or decision by the Partnership is called for in this Agreement, such approval, determination or decision must be authorized by the Special Committee.

Section 11.11 Public Statements. The Parties hereto shall consult with each other and no Party shall issue any public announcement or statement with respect to the transactions contemplated hereby without the consent of the other Parties, unless such announcement or statement is required by applicable Law or stock exchange requirements.

[Signature page follows]

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IN WITNESS WHEREOF, the Parties have executed this Agreement as of the date first above written.

RECIPIENT PARTIES:

WESTERN GAS PARTNERS, LP
By: Western Gas Holdings, LLC,
its General Partner


By:	/s/ Donald R. Sinclair

Name: Donald R. Sinclair

Its: President and Chief Executive Officer

WESTERN GAS OPERATING, LLC


By:	/s/ Donald R. Sinclair

Name: Donald R. Sinclair

Its: President and Chief Executive Officer

WGR OPERATING, LP
By: Western Gas Operating, LLC,
its General Partner


By:	/s/ Donald R. Sinclair

Name: Donald R. Sinclair

Its: President and Chief Executive Officer

Signature Page to Contribution Agreement

CONTRIBUTING PARTIES:

APC MIDSTREAM HOLDINGS, LLC

By: /s/ Robert G. Gwin

Name: Robert G. Gwin

Its: Executive Vice President and Chief Financial Officer

WGR ASSET HOLDING COMPANY LLC

By: /s/ Robert G. Gwin

Name: Robert G. Gwin

Its: Executive Vice President and Chief Financial Officer

Signature Page to Contribution Agreement

Executed by Anadarko Petroleum Corporation, solely for purposes of its obligations and rights under Article II, Section 3.1, Section 3.2, Section 3.5, Article IV, Section 6.4, Section 7.3, Article VIII, Article IX, Article X and Article XI of this Agreement.

ANADARKO PETROLEUM CORPORATION


By:	/s/ Robert G. Gwin

Name: Robert G. Gwin

Its: Executive Vice President, Finance and

Chief Financial Officer

Signature Page to Contribution Agreement

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