exv4w1






EXHIBIT 4.1



[Specimen Unit Certificate for the Common Units filed separately as exhibit to HTML]








	016570] 003590|127C|RESTRICTED||4|057-423
COMMON UNITS
COMMON UNITS
THIS CERTIFICATE IS TRANSFERABLE IN CANTON, MA AND JERSEY CITY, NJ
:WESTERN GAS PARTNERS, LP
INCORPORATED UNDER:THE LAWS OF THE STATE OF DELAWARE
THIS CERTIFIES THAT
is the owner of
Common Units
In accordance with Section
4.1 of the first amended and Restated Agreement of Limited Partnership
of western Gas Partners, LP, as amended si[;e,emted pr restated from time
to time (the “Partnership Agreement”),Western Gas Partners, LP a Delaware limited partmership
DATED : Month Day; Year
CpUNTERSIGNpD AND REGISTERED:
COMPIJtERSHARE TRUST COMPANY, N;A. TRANSFER AGENT AND REGISTRAR,
By:
AUTHORIZED SIGNATURE
Po box 430014, providedence, r1 02940-3004 cusip 958254 10 4
holder id xxxxxxxxx
Insurance Value 1,000,000.00
Number of Shares 123456
DTC 12345678 123456789012345
Ceertificate Numbers Num/ No. Denom. Total
12345678901234567890111
12345678901234567890222
12345678901234567890333
12345678901234567890444
12345678901234567890555
12345678901234567890666
Total Transaction 7
Mr a sample
Designation (I any)
add 1
add 2
add 3
add 4





 









 












	WESTERN GAS PARTNERS, LP
The rights, preferences and limitations of the Common Units are set forth in, and this Certificate and the Common Units represented hereby are issued and shall in ail respects be subject to the terms and provisions of, the Partnership Agreement. Copies of the Partnership Agreement are on file at, and will be furnished without charge on delivery of written request to the Partnership at, the principal office of the Partnership located at 1201 Lake Robbins Drive, The Woodlands, Texas 77380-1046. Capitalized te
rms used herein but not defined shall have the meanings given them in the Partnership Agreement.
THE HOLDER OF THIS SECURITY ACKNOWLEDGES FOR THE BENEFIT OF WESTERN GAS PARTNERS, L.P. THAT THIS SECURITY MAY NOT BE SOLD, OFFERED, RESOLD, PLEDGED OR OTHERWISE TRANSFERRED IF SUCH TRANSFER WOULD (A) VIOLATE THE THEN APPLICABLE FEDERAL OR STATE SECURITIES LAWS OR RULES AND REGULATIONS OF THE SECURITIES AND EXCHANGE COMMISSION, ANY STATE SECURITIES COMMISSION OR ANY OTHER GOVERNMENTAL AUTHORITY WITH JURISDICTION OVER SUCH TRANSFER, (B) TERMINATE THE EXISTENCE OR QUALIFICATION OF WESTERN GAS PARTNER
S, L.P. UNDER THE LAWS OF THE STATE OF DELAWARE, OR (C) CAUSE WESTERN GAS PARTNERS, L.P. TO BE TREATED AS AN ASSOCIATION TAXABLE AS A CORPORATION OR OTHERWISE TO BE TAXED AS AN ENTITY FOR FEDERAL INCOME TAX PURPOSES (TO THE EXTENT NOT ALREADY SO TREATED OR TAXED). WESTERN GAS HOLDINGS, LLC, THE GENERAL PARTNER OF WESTERN GAS PARTNERS, L.P, MAY IMPOSE ADDITIONAL RESTRICTIONS ON THE TRANSFER OF THIS SECURITY IF IT RECEIVES AN OPINION OF COUNSEL THAT SUCH RESTRICTIONS ARE NECESSARY TO AVOID A SIGNIFICANT
RISK OF WESTERN GAS PARTNERS, L.P. BECOMING TAXABLE AS A CORPORATION OR OTHERWISE BECOMING TAXABLE AS AN ENTITY FOR FEDERAL INCOME TAX PURPOSES. THE RESTRICTIONS SET FORTH ABOVE SHALL NOT PRECLUDE THE SETTLEMENT OF ANY TRANSACTIONS INVOLVING THIS SECURITY ENTERED INTO THROUGH THE FACILITIES OF ANY NATIONAL SECURITIES EXCHANGE ON WHICH THIS SECURITY IS LISTED OR ADMITTED TO TRADING.
The Holder, by accepting this Certificate, is deemed to have (i) requested admission as, and agreed to become, a Limited Partner and to have agreed to comply with and be bound by and to have executed the Partnership Agreement, (ii) represented and warranted that the Holder has all right, power and authority and, if an individual, the capacity necessary to enter into the Partnership Agreement, (iii) granted the powers of attorney provided for in the Partnership Agreement and (iv) made the
 waivers and given the consents and approvals contained in the Partnership Agreement.
No transfer of the Common Units evidenced hereby will be registered on the books of the Partnership unless the Common Units to be transferred are surrendered for registration or transfer.
The following abbreviations, when used in the inscription on the face of this certificate, shall be construed as though they were written out in full according to applicable laws or regulations:
TEN COM — as tenants in commonUNIF GIFT MIN ACT- Custodian
(Oust)(Minor)
TEN ENT — as tenants by the entiretiesunder Uniform Gifts to Minors Act
(State)
JT TEN -as joint tenants with right of survivorship            UNIF TRF MIN ACT Custodian (until age...)
and not as tenants in common(Cust)(Minor)
under Uniform Transfers to Minors Act
(State) Additional abbreviations, though not in the above list, may also be used.
PLEASE INSERT SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER OF ASSIGNEE
For value received,hereby sells, assigns and transfers unto
(PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS, INCLUDING POSTAL ZIP CODE, OF ASSIGNEE)
Common Units representing limited partner interests evidenced by this Certificate, subject to the Partnership Agreement, and does hereby irrevocably constitute and appoint
Attorney-in-Fact with full power of substitution
to transfer the same on the books of Western Gas Partners,
LP
Dated: 20i1
Signature(s) Guaranteed: Medallion Guarantee Stamp
THE SIGNATURE(S) SHOULD BE GUARANTEED BY AN ELIGIBLE GUARANTOR INSTITUTION (Banks, Stockbrokers, Savings and Loan Associations and Credit Unions) WITH MEMBERSHIP IN AN APPROVED
Signature:SIGNATURE GUARANTEE MEDALLION PROGRAM, PURSUANT TO S.E.C. RULE 17AD-15.
Signature:
Notice: The signature to this assignment must correspond with the name as written upon the face of the certificate, in every particular, without alteration or enlargement, or any change whatever.