EX-4.1


 Exhibit 4.1 
  

 
  

PURCHASE CONTRACT AGREEMENT 

Dated as of June 10, 2015 

among 
 ANADARKO
PETROLEUM CORPORATION 
 and 

THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A.,  

as Purchase Contract Agent and 

as Attorney-in-Fact for the Holders from time to time as provided herein 

and 
 THE BANK OF NEW
YORK MELLON TRUST COMPANY, N.A.,  
 as Trustee under the Indenture referred to herein 

 
  

 






 TABLE OF CONTENTS 

 

							
	 	 	 	  	PAGE	 
	ARTICLE 1	  
	DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION	  
			
	 Section 1.01.
	 	 Definitions
	  	 	1	  
	 Section 1.02.
	 	 Compliance Certificates and Opinions
	  	 	16	  
	 Section 1.03.
	 	 Notices
	  	 	17	  
	 Section 1.04.
	 	 Effect of Headings and Table of Contents
	  	 	18	  
	 Section 1.05.
	 	 Successors and Assigns
	  	 	18	  
	 Section 1.06.
	 	 Separability Clause
	  	 	18	  
	 Section 1.07.
	 	 Benefits of Agreement
	  	 	18	  
	 Section 1.08.
	 	 Governing Law
	  	 	18	  
	 Section 1.09.
	 	 Waiver of Jury Trial
	  	 	18	  
	 Section 1.10.
	 	 Conflict with Indenture
	  	 	18	  
	 Section 1.11.
	 	 Legal Holidays
	  	 	18	  
	 Section 1.12.
	 	 Counterparts
	  	 	18	  
	 Section 1.13.
	 	 Inspection of Agreement
	  	 	19	  
	 Section 1.14.
	 	 Calculations
	  	 	19	  
	 Section 1.15.
	 	 UCC
	  	 	19	  
	 Section 1.16.
	 	 USA PATRIOT Act
	  	 	19	  
	 Section 1.17.
	 	 FATCA
	  	 	19	  
	
	ARTICLE 2	  
	UNIT AND PURCHASE CONTRACT FORMS	  
			
	 Section 2.01.
	 	 Forms of Units and Purchase Contracts Generally
	  	 	20	  
	 Section 2.02.
	 	 Form of Certificate of Authentication
	  	 	21	  
	 Section 2.03.
	 	 Global Securities; Separation of Units.
	  	 	21	  
	 Section 2.04.
	 	 Recreation of Units.
	  	 	22	  
	
	ARTICLE 3	  
	THE UNITS AND PURCHASE CONTRACTS	  
			
	 Section 3.01.
	 	 Amount and Denominations
	  	 	22	  
	 Section 3.02.
	 	 Rights and Obligations Evidenced by the Equity-Linked Securities
	  	 	23	  
	 Section 3.03.
	 	 Execution, Authentication, Delivery and Dating
	  	 	23	  
	 Section 3.04.
	 	 Temporary Equity-Linked Securities
	  	 	24	  
	 Section 3.05.
	 	 Registration; Registration of Transfer and Exchange
	  	 	25	  
	 Section 3.06.
	 	 Book-Entry Interests
	  	 	26	  
	 Section 3.07.
	 	 Notices to Holders
	  	 	27	  
	 Section 3.08.
	 	 Appointment of Successor Depositary
	  	 	27	  


  
 i 








							
	 Section 3.09.
		 Definitive Securities
		 	27	  
	 Section 3.10.
		 Mutilated, Destroyed, Lost and Stolen Securities
		 	27	  
	 Section 3.11.
		 Persons Deemed Owners
		 	29	  
	 Section 3.12.
		 Cancellation
		 	30	  
	 Section 3.13.
		 CUSIP Numbers
		 	30	  
	
	ARTICLE 4	  
	SETTLEMENT OF THE PURCHASE CONTRACTS	  
			
	 Section 4.01.
		 Settlement Rate
		 	31	  
	 Section 4.02.
		 Representations and Agreements of Holders
		 	31	  
	 Section 4.03.
		 Purchase Contract Settlement Fund
		 	32	  
	 Section 4.04.
		 Settlement Conditions
		 	32	  
	 Section 4.05.
		 Mandatory Settlement on the Mandatory Settlement Date.
		 	33	  
	 Section 4.06.
		 Early Settlement
		 	34	  
	 Section 4.07.
		 Early Settlement upon a Fundamental Change
		 	37	  
	 Section 4.08.
		 [Reserved].
		 	42	  
	 Section 4.09.
		 [Reserved].
		 	42	  
	 Section 4.10.
		 Acceleration of Mandatory Settlement Date
		 	43	  
	 Section 4.11.
		 Registration of Underlying Shares and Transfer Taxes
		 	43	  
	 Section 4.12.
		 Return of Purchase Contract Settlement Fund
		 	43	  
	 Section 4.13.
		 No Fractional Common Units or Shares
		 	44	  
	
	ARTICLE 5	  
	ADJUSTMENTS	  
			
	 Section 5.01.
		 Adjustments to the Fixed Settlement Rates
		 	45	  
	 Section 5.02.
		 Reorganization Events
		 	55	  
	 Section 5.03.
		 APC Anti-dilution Adjustments.
		 	59	  
	
	ARTICLE 6	  
	CONCERNING THE HOLDERS OF PURCHASE CONTRACTS	  
			
	 Section 6.01.
		 Evidence of Action Taken by Holders
		 	59	  
	 Section 6.02.
		 Proof of Execution of Instruments and of Holding of Securities
		 	60	  
	 Section 6.03.
		 Purchase Contracts Deemed Not Outstanding
		 	60	  
	 Section 6.04.
		 Right of Revocation of Action Taken
		 	60	  
	 Section 6.05.
		 Record Date for Consents and Waivers
		 	61	  
	
	ARTICLE 7	  
	REMEDIES	  
			
	 Section 7.01.
		 Unconditional Right of Holders to Receive WGP Common Units or Shares of APC Stock
		 	61	  
	 Section 7.02.
		 Notice To Purchase Contract Agent; Limitation On Proceedings
		 	61	  


  
 ii 








							
	 Section 7.03.
		 Restoration of Rights and Remedies
		 	62	  
	 Section 7.04.
		 Rights and Remedies Cumulative
		 	62	  
	 Section 7.05.
		 Delay or Omission Not Waiver
		 	62	  
	 Section 7.06.
		 Undertaking for Costs
		 	62	  
	 Section 7.07.
		 Waiver of Stay or Execution Laws
		 	63	  
	 Section 7.08.
		 Control by Majority
		 	63	  
	
	ARTICLE 8	  
	THE PURCHASE CONTRACT AGENT AND TRUSTEE	  
			
	 Section 8.01.
		 Certain Duties and Responsibilities
		 	63	  
	 Section 8.02.
		 Notice of Default
		 	64	  
	 Section 8.03.
		 Certain Rights of Purchase Contract Agent
		 	65	  
	 Section 8.04.
		 Not Responsible for Recitals
		 	66	  
	 Section 8.05.
		 May Hold Units and Purchase Contracts
		 	67	  
	 Section 8.06.
		 Money Held in Custody
		 	67	  
	 Section 8.07.
		 Compensation, Reimbursement and Indemnification
		 	67	  
	 Section 8.08.
		 Corporate Purchase Contract Agent Required; Eligibility
		 	68	  
	 Section 8.09.
		 Resignation and Removal; Appointment of Successor
		 	68	  
	 Section 8.10.
		 Acceptance of Appointment by Successor
		 	70	  
	 Section 8.11.
		 Merger; Conversion; Consolidation or Succession to Business
		 	70	  
	 Section 8.12.
		 Preservation of Information; Communications to Holders
		 	70	  
	 Section 8.13.
		 Tax Compliance
		 	71	  
	
	ARTICLE 9	  
	SUPPLEMENTAL AGREEMENTS	  
			
	 Section 9.01.
		 Supplemental Agreements Without Consent of Holders
		 	71	  
	 Section 9.02.
		 Supplemental Agreements with Consent of Holders
		 	72	  
	 Section 9.03.
		 Execution of Supplemental Agreements
		 	73	  
	 Section 9.04.
		 Effect of Supplemental Agreements
		 	73	  
	 Section 9.05.
		 Reference to Supplemental Agreements
		 	73	  
	 Section 9.06.
		 Notice of Supplemental Agreements
		 	73	  
	
	ARTICLE 10	  
	CONSOLIDATION, MERGER, SALE, ASSIGNMENT, TRANSFER, LEASE OR CONVEYANCE	  
			
	 Section 10.01.
		 Covenant Not to Consolidate, Merge, Sell, Assign, Transfer, Lease or Convey Property Except Under Certain Conditions
		 	74	  
	 Section 10.02.
		 Rights and Duties of Successor Entity
		 	74	  
	 Section 10.03.
		 Officers’ Certificate and Opinion of Counsel Given to Purchase Contract Agent
		 	74	  


  
 iii 








							
	ARTICLE 11	  
	COVENANTS OF THE COMPANY	  
			
	 Section 11.01.
		 Performance Under Purchase Contracts
		 	75	  
	 Section 11.02.
		 Maintenance of Office or Agency
		 	75	  
	 Section 11.03.
		 Statements of Officers of the Company as to Default; Notice of Default
		 	75	  
	 Section 11.04.
		 Existence
		 	76	  
	 Section 11.05.
		 Company to Reserve APC Stock
		 	76	  
	 Section 11.06.
		 Covenants as to APC Stock and Listing
		 	76	  
	 Section 11.07.
		 Tax Treatment
		 	76	  
	 Section 11.08.
		 Foreign Reorganizations
		 	76	  
	
	EXHIBITS	  
		
	 Exhibit A: Form of Unit
		 	A-1	  
	 Exhibit B: Form of Purchase Contract
		 	B-1	  


  
 iv 







 PURCHASE CONTRACT AGREEMENT, dated as of June 10, 2015 among ANADARKO PETROLEUM CORPORATION,
a Delaware corporation (the “Company”), THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A. acting as purchase contract agent and attorney-in-fact for the Holders of Purchase Contracts (as defined herein) from time to time (the
“Purchase Contract Agent”) and THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., acting as trustee under the Indenture (as defined herein). 

RECITALS OF THE COMPANY 
 The
Company has duly authorized the execution and delivery of this Agreement and the Units and Purchase Contracts issuable hereunder. 
 All
things necessary to make the Units and the Purchase Contracts, when such are executed by the Company and authenticated on behalf of the Holders and delivered by the Purchase Contract Agent, as provided in this Agreement, the valid obligations of the
Company and to constitute this Agreement a valid agreement of the Company, in accordance with its terms, have been done. For and in consideration of the premises and the purchase of the Units (including the constituent parts thereof) by the Holders
thereof, it is mutually agreed as follows: 
 ARTICLE 1 

DEFINITIONS AND OTHER PROVISIONS OF GENERAL
APPLICATION 
 Section 1.01. Definitions. For all purposes of this Agreement, except as otherwise
expressly provided or unless the context otherwise requires:  
 (a) the terms defined in this Article have the meanings assigned to
them in this Article and include the plural as well as the singular, and nouns and pronouns of the masculine gender include the feminine and neuter genders; 

(b) all accounting terms not otherwise defined herein have the meanings assigned to them in accordance with generally accepted accounting
principles in the United States; 
 (c) the words “herein,” “hereof” and “hereunder” and other words of
similar import refer to this Agreement as a whole and not to any particular Article, Section, Exhibit or other subdivision; and 
 (d) the
following terms have the meanings given to them in this Section 1.01(d): 
 “Acceleration Date” has the meaning set forth
in Section 4.10. 
 “Affiliate” means, when used with reference to a specified Person, any Person directly or
indirectly controlling, or controlled by or under direct or indirect common control with the Person specified.  






 “Agreement” or “Purchase Contract Agreement” means this
instrument as originally executed or as it may from time to time be supplemented or amended by one or more agreements supplemental hereto entered into pursuant to the applicable provisions hereof.  

“Anadarko Reorganization Event” has the meaning set forth in Section 5.02(b). 

“APC Delisting” means that the APC Stock ceases to be listed for trading on at least one of the NYSE, The NASDAQ
Global Select Market or The NASDAQ Global Market (or any of their respective successors). 
 “APC Early Settlement
Election” has the meaning set forth in Section 4.06(i)(i). 
 “APC Exchange Property” has the meaning set forth in
Section 5.02(b). 
 “APC Fundamental Change Early Settlement Election” has the meaning set forth in Section 4.07(m)(i).

 “APC Mandatory Settlement Election” has the meaning set forth in Section 4.05(b)(i). 

“APC Reference Securities Exchange” means, as of any day, the NYSE or, if the APC Stock is not listed on the NYSE as
of such day, the principal other United States national or regional securities exchange on which the APC Stock is then listed or, if the APC Stock is not then listed on a United States national or regional securities exchange, the principal other
market on which the APC Stock is then listed or admitted for trading. 
 “APC Settlement Election” means each
of an APC Mandatory Settlement Election, an APC Early Settlement Election and an APC Fundamental Change Early Settlement Election. 

“APC Stock” means the common stock, par value $0.10 per share, of the Company as it existed on the date of this
Agreement, subject to Section 5.02(b). 
 “Applicable Market Value” (i) with respect to WGP Common Units
means the average of the Daily VWAPs of the WGP Common Units for the 20 consecutive Trading Days beginning on, and including, the 23rd Scheduled Trading Day immediately preceding the Scheduled Mandatory Settlement Date, subject to adjustment as
provided in Article 5 and (ii) with respect to APC Stock means the average of the Daily VWAPs of the APC Stock for the 20 consecutive Trading Days beginning on, and including, the 23rd Scheduled Trading Day immediately preceding the Scheduled
Mandatory Settlement Date, subject to adjustment as provided in Article 5.  
 “Applicable Procedures” of a
Depositary means, with respect to any matter at any time, the policies and procedures of such Depositary, if any, that are applicable to such matter at such time. 

“Applicants” has the meaning set forth in Section 8.12(b). 

  
 2 







 “Bankruptcy Event” means the occurrence of one or more of the following events:

 (a) a decree or order by a court having jurisdiction in the premises shall have been entered adjudging the Company a bankrupt or
insolvent, or approving as properly filed a petition seeking reorganization of the Company under any Bankruptcy Law and if such decree or order shall have been entered more than 60 days prior to the last Trading Day of the 20 consecutive Trading Day
period during which the Applicable Market Value is determined, such decree or order shall have continued undischarged and unstayed for a period of 60 days; 

(b) a decree or order by a court having jurisdiction in the premises for the appointment of a receiver or liquidator or trustee or assignee
(or other similar official) in bankruptcy or insolvency of the Company or of all or substantially all of its property, or for the winding up or liquidation of its affairs, shall have been entered and if such decree or order shall have been entered
more than 60 days prior to the last Trading Day of the 20 consecutive Trading Day period during which the Applicable Market Value is determined, such decree or order shall have continued undischarged and unstayed for a period of 60 days; or 

(c) the Company shall institute proceedings to be adjudicated a voluntary bankrupt, or shall consent to the filing of a bankruptcy proceeding
against it, or shall file a petition or answer or consent seeking reorganization under any Bankruptcy Law, or shall consent to the filing of any such petition, or shall consent to the appointment of a receiver or liquidator or trustee or assignee
(or other similar official) in bankruptcy or insolvency of it or of its property, or shall make an assignment for the benefit of creditors, or shall admit in writing its inability to pay its debts generally as they become due. 

“Bankruptcy Law” means title 11 of the United States Code, as amended, or any similar foreign, federal or state law
for the relief of debtors.  
 “Beneficial Holder” means, with respect to a Book-Entry Interest, a Person who
is the beneficial owner of such Book-Entry Interest as reflected on the books of the Depositary or on the books of a Person maintaining an account with the Depositary (directly as a Depositary Participant or as an indirect participant, in each case
in accordance with the rules of the Depositary). 
 “Board of Directors” means the board of directors of the Company
or any duly authorized committee of that board. 
 “Board Resolution” means a copy of a resolution certified by the
Secretary or an Assistant Secretary of the Company to have been duly adopted by the Board of Directors and to be in full force and effect on the date of such certification, and delivered to the Purchase Contract Agent. 

“Book-Entry Interest” means a beneficial interest in a Global Security, registered in the name of a Depositary or a
nominee thereof, ownership and transfers of which shall be maintained and made through book entries by such Depositary as described in Section 3.06.  

“Business Day” means any day other than a Saturday, Sunday or any day on which banking institutions in New York,
New York are authorized or obligated by applicable law or executive order to close or be closed.  

  
 3 







 “Capital Stock” means, with respect to any Person, any and all shares,
interests, participations or other equivalents (however designated) of or in such Person’s capital stock or other equity interests, and options, rights or warrants to purchase such capital stock or other equity interests, whether now
outstanding or issued after the Issue Date. 
 “Clause (I) Distribution” has the meaning set forth in Section
5.01(a)(iii). 
 “Clause (II) Distribution” has the meaning set forth in Section 5.01(a)(iii). 

“Clause (III) Distribution” has the meaning set forth in Section 5.01(a)(iii). 

“Clearing Agency” means an organization registered as a “Clearing Agency” pursuant to Section 17A of the
Exchange Act. 
 “close of business” means 5:00 p.m. (New York City time). 

“Code” means the Internal Revenue Code of 1986 (title 26 of the United States Code), as amended from time to time. 

“Commission” means the U.S. Securities and Exchange Commission. 

“Common Equity” of any Person means Capital Stock of such Person that is generally entitled (a) to vote in the
election of directors of such Person or (b) if such Person is not a corporation, to vote or otherwise participate in the selection of the governing body, partners, managers or others that will control the management or policies of such Person,
and, in each case, not entitled to any preference in respect of dividends or amounts payable in the event of any voluntary or involuntary liquidation, dissolution or winding up of such Person. 

“Company” means the Person named as the “Company” in the first paragraph of this Agreement until a successor
shall have become such pursuant to Article 10, and thereafter “Company” shall mean such successor.  

“Component Note” means a Note, in global form and attached to a Global Unit, that (a) shall evidence the number
of Notes specified therein that are components of the Units evidenced by such Global Unit, (b) shall be registered on the security register for the Notes in the name of the Purchase Contract Agent, as attorney-in-fact of holder(s) of the Units
of which such Notes form a part, and (c) shall be held by the Purchase Contract Agent as attorney-in-fact of such holder(s), together with such Global Unit, as custodian of such Global Unit for the Depositary. 

“Component Purchase Contract” means a Purchase Contract, in global form and attached to a Global Unit, that
(a) shall evidence the number of Purchase Contracts specified therein that are components of the Units evidenced by such Global Unit, (b) shall be registered on the Security Register in the name of the Purchase Contract Agent, as
attorney-in-fact of holder(s) of the Units of which such Purchase Contract forms a part, and (c) shall be held by the Purchase Contract Agent as attorney-in-fact of such holder(s), together with such Global Unit, as custodian of such Global
Unit for the Depositary. 

  
 4 







 “control” when used with respect to any Person, means the power to direct
the management and policies of such Person, directly or indirectly, whether through the ownership of voting securities, by contract or otherwise; and the terms “controlling” and “controlled” have meanings
correlative to the foregoing. 
 “Corporate Trust Office” means the designated office of the Purchase
Contract Agent at which at any particular time its corporate trust business in respect of this Agreement shall be administered and which, at the date hereof, is located at 601 Travis Street, 16th Floor, Houston, Texas 77002 Attention: Corporate
Trust Administration, and for purposes of Section 11.02 is located at 101 Barclay Street, New York, New York 10286, Attention: Corporate Trust Administration, or at such other address as the Purchase Contract Agent may designate from time to time by
notice to the Holders and the Company, or the principal corporate trust office of any successor Purchase Contract Agent. 

“Custodian” means any receiver, trustee, assignee, liquidator or similar official under any Bankruptcy Law. 

“Daily VWAP” (i) with respect to the WGP Common Units means, on any date of determination, the per WGP Common
Unit volume-weighted average price as displayed under the heading Bloomberg VWAP on Bloomberg page WGP <equity> AQR (or its equivalent successor if such page is not available) in respect of the period from the scheduled open of trading on the
relevant Trading Day until the scheduled close of trading on the relevant Trading Day (or if such volume-weighted average price is unavailable, the market price of one WGP Common Unit on such Trading Day determined, using a volume-weighted average
method, by a nationally recognized independent investment banking firm retained for this purpose by the Company), (ii) with respect to the APC Stock means, on any date of determination, the per share volume-weighted average price as displayed
under the heading Bloomberg VWAP on Bloomberg page APC <equity> AQR (or its equivalent successor if such page is not available) in respect of the period from the scheduled open of trading on the relevant Trading Day until the scheduled close
of trading on the relevant Trading Day (or if such volume-weighted average price is unavailable, the market price of one share of the APC Stock on such Trading Day determined, using a volume-weighted average method, by a nationally recognized
independent investment banking firm retained for this purpose by the Company) and (iii) with respect to any Merger Common Equity means, on any date of determination, the per share volume-weighted average price as displayed under the
heading Bloomberg VWAP on the applicable Bloomberg page for such Merger Common Equity in respect of the period from the scheduled open of trading on the relevant Trading Day until the scheduled close of trading on the relevant Trading Day (or if
such volume-weighted average price is unavailable, the market price of one share of the Merger Common Equity on such Trading Day determined, using a volume-weighted average method, by a nationally recognized independent investment banking firm
retained for this purpose by the Company).  
 “default” means any failure to comply with terms of this Agreement or
any covenant contained herein. 
 “Definitive Equity-Linked Security” means an Equity-Linked Security in definitive form.


  
 5 







 “Definitive Security” means any Security in definitive form. 

“Depositary” means a Clearing Agency that is acting as a depositary for the Equity-Linked Securities and in whose
name, or in the name of a nominee of that organization, shall be registered one or more Global Securities and which shall undertake to effect book-entry transfers of the Equity-Linked Securities as contemplated by Section 3.06, Section 3.07, Section
3.08 and Section 3.09.  
 “Depositary Participant” means a broker, dealer, bank, other financial institution
or other Person for whom from time to time the Depositary effects book-entry transfers of securities deposited with the Depositary.  

“Determination Date” means each of (a) in the case of a settlement of Purchase Contracts on the Mandatory
Settlement Date, the last Trading Day of the 20 consecutive Trading Day period during which the Applicable Market Value is determined, (b) any Early Settlement Date, (c) any Fundamental Change Early Settlement Date, and (d) any
Acceleration Date. 
 “DTC” means The Depository Trust Company. 

“DWAC System” has the meaning set forth in Section 2.03(a). 

“Early Settlement” means, in respect of any Purchase Contract, that the Holder of such Purchase Contract has elected
to settle such Purchase Contract early pursuant to Section 4.06 or Section 4.07, as the case may be. 
 “Early
Settlement Date” means, for any Purchase Contract for which an Early Settlement is effected: (a) if the Company does not make any APC Early Settlement Election with respect to such Early Settlement and all conditions for effecting such
Early Settlement set forth in Section 4.06(b) (including, if applicable, the condition set forth in Section 4.06(b)(ii)) are satisfied before the close of business on any Business Day, such Business Day; (b) if the Company does not make any APC
Early Settlement Election with respect to such Early Settlement and all conditions for effecting such Early Settlement set forth in Section 4.06(b) (including, if applicable, the condition set forth in Section 4.06(b)(ii)) are satisfied at or after
the close of business on any Business Day or at any time on a day that is not a Business Day, the Business Day next succeeding such day; and (c) if the Company makes an APC Early Settlement Election with respect to such Early Settlement, the
last Trading Day of the 20 consecutive Trading Day period during which the Early Settlement Market Value of WGP Common Units and APC Stock is determined. 

“Early Settlement Market Value” means, (i) with respect to WGP Common Units, the average of the Daily VWAPs of
the WGP Common Units for the 20 consecutive Trading Days beginning on, and including, the second Trading Day immediately following the Early Settlement Notice Date and (ii) with respect to APC Stock, the average of the Daily VWAPs of the APC
Stock for the 20 consecutive Trading Days beginning on, and including, the second Trading Day immediately following the Early Settlement Notice Date. 

“Early Settlement Notice” has the meaning set forth in Section 4.06(b)(i)(A). 

  
 6 







 “Early Settlement Notice Date” has the meaning set forth in Section 4.06(c).

 “Early Settlement Rate” means, for any Purchase Contract in respect of which Early Settlement is applicable, 90%
of the Minimum Settlement Rate as of the Early Settlement Date, rounded to the nearest 1/10,000th of a WGP Common Unit, unless the Holder of such Purchase Contract has elected to settle such Purchase Contract early in connection with a Fundamental
Change pursuant to Section 4.07, in which case the “Early Settlement Rate” for such Purchase Contract means the Fundamental Change Early Settlement Rate.  

“Early Settlement Right” has the meaning set forth in Section 4.06(a). 

“Early Settlement Value” has the meaning set forth in Section 4.06(i)(i). 

“Effective Date” has the meaning set forth in Section 4.07(e). 

“Equity-Linked Security” means a Unit or a Purchase Contract, as applicable. 

“ERISA” has the meaning set forth in Section 4.02(iv). 

“Exchange Act” means the Securities Exchange Act of 1934, as amended, and any statute successor thereto, in each case
as amended from time to time, together with the rules and regulations promulgated thereunder.  
 “Exchange
Property” means each of APC Exchange Property and WGP Exchange Property. 
 “Ex-Date” when used with respect to
any issuance, dividend or distribution, means the first date on which WGP Common Units trade on the applicable exchange or in the applicable market, regular way, without the right to receive the issuance, dividend or distribution in question from
WGP or, if applicable, from the seller of the WGP Common Units on such exchange or market (in the form of due bills or otherwise) as determined by such exchange or market. 

“Fair Market Value” means, with respect to any asset, the price (after taking into account any liabilities relating to
such assets) that would be negotiated in an arm’s-length transaction for cash between a willing seller and a willing and able buyer, neither of which is under any compulsion to complete the transaction, as such price is determined in good faith
by the Board of Directors, as evidenced by a Board Resolution. 
 “FATCA” means Sections 1471 through 1474 of
the Code, any current or future regulations or official interpretations thereof, any agreement entered into pursuant to Section 1471(b) of the Code, or any fiscal or regulatory legislation, rules or practices adopted pursuant to any
intergovernmental agreement entered into in connection with the implementation of such Sections of the Code. 
 “Fixed
Settlement Rate” has the meaning set forth in Section 4.01(c). 

  
 7 







 “Foreign Reorganization” means any merger of the Company with or into,
consolidation of the Company with, or sale, assignment, transfer, lease or conveyance of all or substantially all of the Company’s properties and assets to, any Person or entity where the resulting, surviving or transferee entity (if not the
Company) is an entity that is not organized and existing under the laws of the United States of America, any State thereof or the District of Columbia. 

“Fundamental Change” shall be deemed to have occurred upon the occurrence of any of the following: 

(a) WGP Common Units (or other common stock or other Common Equity receivable upon settlement of the Purchase Contracts, if applicable (other
than, for the avoidance of doubt, APC Stock as a result of any APC Settlement Election, except in connection with any WGP Reorganization Event that results in the WGP Exchange Property being comprised of, in whole or in part, APC Stock)) cease to be
listed for trading on at least one of the NYSE, The NASDAQ Global Select Market or The NASDAQ Global Market (or any of their respective successors); 

(b) the consummation of any acquisition (whether by means of a liquidation, share exchange, tender offer, consolidation, recapitalization,
reclassification, merger of WGP or any sale, lease or other transfer of all or substantially all of the consolidated assets of WGP and its Subsidiaries) or a series of related transactions or events pursuant to which: 

(i) 90% or more of the WGP Common Units are exchanged for, converted into or constitute solely the right to receive cash,
securities or other property; and 
 (ii) more than 10% of such cash, securities or other property does not consist of shares
of common stock or other Common Equity that are, or that upon issuance will be, listed for trading on the NYSE, The NASDAQ Global Select Market or The NASDAQ Global Market; 

(c) a “person” or “group” within the meaning of Section 13(d) of the Exchange Act, other than the Company, has become
the direct or indirect “beneficial owner,” as defined in Rule 13d-3 under the Exchange Act, of more than 50% of the WGP Common Units; 

(d) the Company or a “group” that includes the Company within the meaning of Section 13(d) of the Exchange Act, has become the
direct or indirect “beneficial owner,” as defined in Rule 13d-3 under the Exchange Act, of more than 90% of the WGP Common Units; 

(e) any general partner of WGP ceases to be a Wholly Owned Subsidiary of the Company; 

(f) WGP’s general partner(s) approve WGP’s liquidation, dissolution or termination; or 

(g) in connection with any Foreign Reorganization, the earliest to occur of the public announcement of (i) the Board of Directors’
recommendation of such Foreign Reorganization, (ii) the Board of Directors’ approval of such Foreign Reorganization, and (iii) the Company’s shareholders’ approval of such Foreign Reorganization. 

  
 8 







 If any transaction occurs in which WGP Common Units are replaced by the securities of another
entity, following completion of any related Fundamental Change Early Settlement Period (or, in the case of a transaction that would have been a Fundamental Change but for clause (b)(ii) of the definition thereof, following the effective date of such
transaction) references to WGP in this definition shall instead be references to such other entity. 
 “Fundamental Change
Early Settlement” means, in respect of any Purchase Contract, that the Holder of such Purchase Contract has elected to settle such Purchase Contract early pursuant to Section 4.07. 

“Fundamental Change Early Settlement Date” means, for any Purchase Contract for which a Fundamental Change Early
Settlement is effected: (a) in the case of a Fundamental Change described in clause (b) of the definition of “Fundamental Change” in which holders of WGP Common Units receive only cash in exchange for their WGP Common Units in
such Fundamental Change, the Business Day on which the Holder of such Purchase Contract complies with the requirements for exercising such Fundamental Change Early Settlement Right set forth in Section 4.07(c)(i) (or, if such Holder complies with
such requirements at or after the close of business on any Business Day or at any time on a day that is not a Business Day during the Fundamental Change Early Settlement Period, the next succeeding Business Day) and (b) in all other cases, the
later of (1) the last day of the Fundamental Change Early Settlement Period for any Holder who complies with the requirements for exercising the Fundamental Change Early Settlement Right set forth in Section 4.07(c)(i) in respect of its
Purchase Contracts prior to the close of business on such day and (2) if the Company is to settle the relevant Purchase Contracts in WGP Common Units and a Registration Statement is required pursuant to Section 4.07(c)(ii) in respect of such
settlement, the date on which an effective Registration Statement with respect to the WGP Common Units and other securities, if any, deliverable upon settlement of such Purchase Contracts is available. 

“Fundamental Change Early Settlement Period” has the meaning set forth in Section 4.07(a). 

“Fundamental Change Early Settlement Rate” has the meaning set forth in Section 4.07(e). 

“Fundamental Change Early Settlement Right” has the meaning set forth in Section 4.07(a). 

“Fundamental Change Early Settlement Value” has the meaning set forth in Section 4.07(m)(i). 

“Fundamental Change Market Value” means, for any Purchase Contract in respect of which Section 4.07(m) is applicable,
the average of the Daily VWAPs of the APC Stock for the 20 consecutive Trading Days beginning on, and including, the third Trading Day immediately following the Effective Date of the applicable Fundamental Change. 

  
 9 







 “Global Note” means a Note, as defined in the Indenture, in global form
that (a) shall evidence the number of Separate Notes specified therein, (b) shall be registered on the security register for the Notes in the name of the Depositary or its nominee, and (c) shall be held by the Trustee as custodian for
the Depositary. 
 “Global Purchase Contract” means a Purchase Contract in global form that (a) shall
evidence the number of Separate Purchase Contracts specified therein, (b) shall be registered on the Security Register in the name of the Depositary or its nominee, and (c) shall be held by the Purchase Contract Agent as custodian for the
Depositary.  
 “Global Security” means a Global Unit, a Global Purchase Contract or a Global Note, as applicable.

 “Global Unit” means a Unit in global form that (a) shall evidence the number of Units specified therein,
(b) shall be registered on the Security Register in the name of the Depositary or its nominee, (c) shall include, as attachments thereto, a Component Note and a Component Purchase Contract, evidencing, respectively, a number of Notes and a
number of Purchase Contracts, in each case, equal to the number of Units evidenced by such Unit in global form, and (d) shall be held by the Purchase Contract Agent as custodian for the Depositary.  

“Holder” means, with respect to a Unit or Purchase Contract, the Person in whose name the Unit or
Purchase Contract, as the case may be, is registered in the Security Register, and with respect to a Note, the Person in whose name the Note is registered as provided for in the Indenture; provided, however, that in determining whether
the Holders of the requisite number of Units or Purchase Contracts, as the case may be, have voted on any matter, then for the purpose of such determination only (and not for any other purpose hereunder), if the Units or Purchase Contracts, as the
case may be, remain in the form of one or more Global Securities and if the Depositary that is the registered holder of such Global Security has sent an omnibus proxy assigning voting rights to the Depositary Participants to whose accounts the Units
or Purchase Contracts, as the case may be, are credited on the related record date, the term “Holder” shall mean such Depositary Participant acting at the direction of the Beneficial Holders.  

“Indenture” means the Indenture for Debt Securities, dated as of September 19, 2006, between the Company and the
Trustee (including any provisions of the TIA that are deemed incorporated therein), as supplemented by the Third Supplemental Indenture, dated as of June 10, 2015, between the Company and the Trustee, pursuant to which the Notes will be issued.
 
 “Initial Dividend Threshold” has the meaning set forth in Section 5.01(a)(iv). 

“Installment Payment” has the meaning set forth in the Indenture. 

“Installment Payment Date” has the meaning set forth in the Indenture. 

“Issue Date” means June 10, 2015. 

“Issuer Order” means a written request or order signed in the name of the Company by any two of the Chairman of the
Board, a Vice Chairman of the Board, a President, a Vice  

  
 10 







 
President, the Treasurer or an Assistant Treasurer, the Secretary or an Assistant Secretary, or any other officer or officers of the Company designated in writing by or pursuant to authority of
the Board of Directors and delivered to the Purchase Contract Agent from time to time, and delivered to the Purchase Contract Agent and/or the Trustee. 

“Mandatory Settlement Date” means the Scheduled Mandatory Settlement Date, subject to acceleration pursuant to Section
4.10; provided that, if one or more of the 20 Scheduled Trading Days beginning on, and including, the 23rd Scheduled Trading Day immediately preceding the Scheduled Mandatory Settlement Date is not a Trading Day, the
“Mandatory Settlement Date” shall be postponed until the third Scheduled Trading Day immediately following the last Trading Day of the 20 consecutive Trading Day period during which the Applicable Market Value of WGP Common Units is
determined. 
 “Mandatory Settlement Value” has the meaning set forth in Section 4.05(b)(i). 

“Market Disruption Event” means (a) a failure by the WGP Reference Securities Exchange (or, if the Company has
made an APC Settlement Election, any Reference Securities Exchange) to open for trading during its regular trading session, (b) the occurrence or existence prior to 1:00 p.m., New York City time, on any Scheduled Trading Day for more than one
half-hour period in the aggregate during regular trading hours of any suspension or limitation imposed on trading (by reason of movements in price exceeding permitted limits or otherwise) in WGP Common Units or in any options contracts or future
contracts relating to WGP Common Units or (c) only if the Company has made an APC Settlement Election, the occurrence or existence prior to 1:00 p.m., New York City time, on any Scheduled Trading Day for more than one half-hour period in
the aggregate during regular trading hours of any suspension or limitation imposed on trading (by reason of movements in price exceeding permitted limits or otherwise) in the APC Stock or in any options contracts or future contracts relating to the
APC Stock. 
 “Market Value” with respect to a Unit of Exchange Property has the meaning set forth in Section
5.02(c). 
 “Maximum Settlement Rate” has the meaning set forth under Section 4.01(b)(iii), subject to adjustment
pursuant to the terms of Article 5. 
 “Merger Common Equity” has the meaning set forth in Section 5.02(g)(i). 

“Merger Valuation Percentage” for any WGP Reorganization Event shall be equal to (x) the arithmetic average of
the Daily VWAPs of one share of the Merger Common Equity over the relevant Merger Valuation Period, divided by (y) the arithmetic average of the Daily VWAPs of one WGP Common Unit over the relevant Merger Valuation
Period. 
 “Merger Valuation Period” for any WGP Reorganization Event means the five consecutive Trading Day
period immediately preceding, but excluding, the effective date for such WGP Reorganization Event. 
 “Minimum
Settlement Rate” has the meaning set forth under Section 4.01(b)(i), subject to adjustment pursuant to the terms of Article 5.  

  
 11 







 “Minimum Unit Price” has the meaning set forth under Section 4.07(g)(iii). 

“Notes” means the series of notes designated as the 1.50% Senior Amortizing Notes due June 7, 2018 to be issued by the
Company under the Indenture, and “Note” means each note of such series having an initial principal amount of $10.9507. 

“NYSE” means the New York Stock Exchange, Inc. 

“Officers’ Certificate” means a certificate signed by any two of the following: the Chairman of the Board, a Vice
Chairman of the Board, a President, a Vice President, the Treasurer or an Assistant Treasurer, the Secretary or an Assistant Secretary, or any other officer or officers of the Company designated in a writing by or pursuant to authority of the Board
of Directors and delivered to the Purchase Contract Agent from time to time. Each such certificate shall include the statements provided for in Section 1.02 if and to the extent required by the provisions of such Section 1.02. 

“open of business” means 9:00 a.m. (New York City time). 

“Opinion of Counsel” means a written opinion of counsel of the Company, who may be an employee of or counsel for the Company.
Each such opinion shall include the statements provided for in Section 1.02 if and to the extent required by the provisions of such Section 1.02. 

“Outstanding Purchase Contracts” means, subject to the provisions of Section 6.03, as of the date of determination, all
Purchase Contracts theretofor executed, authenticated on behalf of the Holder and delivered under this Agreement (including, for the avoidance of doubt, Purchase Contracts held as a component of Units and Separate Purchase Contracts), except: 

(a) Purchase Contracts theretofor cancelled by the Purchase Contract Agent or delivered to the Purchase Contract Agent for cancellation or
deemed cancelled pursuant to the provisions of this Agreement; and 
 (b) Purchase Contracts in exchange for or in lieu of which other
Purchase Contracts have been executed, authenticated on behalf of the Holder and delivered pursuant to this Agreement, other than any such Purchase Contract in respect of which there shall have been presented to the Purchase Contract Agent proof
satisfactory to it that such Purchase Contract is held by a protected purchaser in whose hands the Purchase Contracts are valid obligations of the Company. 

“Participant” has the meaning set forth in Section 2.03(a). 

“Person” means any individual, corporation, partnership, joint venture, trust, unincorporated organization or government or
any agency or political subdivision thereof. 
 “Prospectus” means the prospectus relating to the WGP Common Units or any
securities deliverable in connection with an Early Settlement pursuant to Section 4.06 or a Fundamental Change Early Settlement pursuant to Section 4.07, in the form in which first filed, or transmitted for filing, with the Commission after the
effective date of the Registration Statement pursuant to Rule 424(b) under the Securities Act, including the documents incorporated by reference therein as of the date of such prospectus. 

  
 12 







 “Prospectus Supplement” means the preliminary prospectus supplement of the
Company dated June 3, 2015, as supplemented and/or amended by the pricing term sheet dated June 4, 2015, relating to the offering and sale of the Units. 

“Purchase Contract” means a prepaid equity purchase contract obligating the Company to deliver WGP Common Units, subject to
the Company’s ability to settle such purchase contract in shares of APC Stock, on the terms and subject to the conditions set forth herein. 

“Purchase Contract Agent” means the Person named as the “Purchase Contract Agent” in the first paragraph of this
Agreement until a successor Purchase Contract Agent shall have become such pursuant to Article 8, and thereafter “Purchase Contract Agent” shall mean such Person. 

“Purchase Contract Settlement Fund” has the meaning set forth in Section 4.03. 

“Record Date” means, when used with respect to any dividend, distribution or other transaction or event in which the holders
of WGP Common Units have the right to receive any cash, securities or other property or in which WGP Common Units are exchanged for or converted into any combination of cash, securities or other property, the date fixed for determination of holders
of the WGP Common Units entitled to receive such cash, securities or other property (whether such date is fixed by WGP’s general partner’s board of directors or by statute, contract or otherwise). 

“Reference Price” means $58.20, subject to adjustment pursuant to Section 5.01(e). 

“Reference Securities Exchange” means each of the APC Reference Securities Exchange and the WGP Reference Securities
Exchange. 
 “Registration Statement” means a WGP registration statement under the Securities Act covering, inter alia, the
securities deliverable by the Company in connection with an Early Settlement on the applicable Settlement Date under Section 4.06 or a Fundamental Change Early Settlement on the applicable Settlement Date under Section 4.07, including all exhibits
thereto and the documents incorporated by reference in the prospectus contained in such registration statement, and any post-effective amendments thereto. 

“Reorganization Event” means each of an Anadarko Reorganization Event and a WGP Reorganization Event. 

“Responsible Officer” means any officer of the Purchase Contract Agent with direct responsibility for the administration of
this Agreement, and also means, with respect to a particular matter arising under this Agreement, any other officer to whom such matter is referred because of such person’s knowledge of and familiarity with the particular subject. 

“Scheduled Mandatory Settlement Date” means June 7, 2018. 

  
 13 







 “Scheduled Trading Day” is a day that is scheduled to be a Trading Day on the
WGP Reference Securities Exchange (or, if the Company has made an APC Settlement Election, each Reference Securities Exchange). If WGP Common Units (or, if the Company has made an APC Settlement Election, either WGP Common Units or the APC Stock)
are not listed or admitted for trading on any U.S. national or regional securities exchange or other market, “Scheduled Trading Day” means a Business Day. 

“Securities Act” means the Securities Act of 1933, as amended, and any statute successor thereto, in each case as amended
from time to time, and the rules and regulations promulgated thereunder. 
 “Security” means a Unit, a Purchase Contract or
a Note, as applicable. 
 “Security Register” has the meaning set forth in Section 3.05. 

“Security Registrar” has the meaning set forth in Section 3.05. 

“Separate Note” has the meaning set forth in Section 2.03(a). 

“Separate Purchase Contract” has the meaning set forth in Section 2.03(a). 

“Settlement Date” means any of the Mandatory Settlement Date or the third Business Day immediately following any Early
Settlement Date or Fundamental Change Early Settlement Date. 
 “Settlement Rate” has the meaning set forth in Section
4.01(b). 
 “Share Cap” means 4.0 shares of APC Stock, subject to Section 5.03(a). 

“Similar Laws” has the meaning set forth in Section 4.02(iv). 

“Spin-Off” means a dividend or other distribution to all or substantially all holders of WGP Common Units consisting of
Capital Stock of, or similar equity interests in, a Subsidiary or other business unit of WGP that are, or, when issued, will be, listed or admitted for trading on a U.S. national securities exchange. 

“Stated Amount” means $50. 

“Subsidiary” means, with respect to any Person, any other Person a majority of the combined voting power of the total
outstanding ownership interests in which is, at the time of determination, beneficially owned or held, directly or indirectly, by such Person and/or one or more Subsidiaries of such Person. For this purpose, “voting power” means power to
vote in an ordinary election of directors (or, in the case of a Person that is not a corporation, ordinarily to appoint or approve the appointment of Persons holding similar positions), whether at all times or only as long as no senior class of
ownership interests has such voting power by reason of any contingency. 
 “Tender Offer Expiration Date” has the meaning
set forth in Section 5.01(a)(v). 

  
 14 







 “Tender Offer Expiration Time” has the meaning set forth in Section 5.01(a)(v).

 “Threshold Appreciation Price” means, on any date of determination, an amount equal to the Stated Amount, divided
by the Minimum Settlement Rate as of such date of determination (such quotient rounded to the nearest $0.0001). The Threshold Appreciation Price shall initially be $69.8422. 

“TIA” means the Trust Indenture Act of 1939, as amended from time to time. 

“Trading Day” means a day on which (a) there is no Market Disruption Event, (b) trading in WGP Common Units
generally occurs on the WGP Reference Securities Exchange and (c) only if the Company has made an APC Settlement Election, trading in APC Stock generally occurs on the APC Reference Securities Exchange. If WGP Common Units (or, if the Company
has made an APC Settlement Election, either WGP Common Units or APC Stock) are not listed or admitted for trading on any U.S. national or regional securities exchange or other market, “Trading Day” means a Business Day. 

“Trigger Event” has the meaning set forth in Section 5.01(a)(iii). 

“Trustee” means The Bank of New York Mellon Trust Company, N.A., as trustee under the Indenture, until a successor replaces
it in accordance with the applicable provisions of the Indenture and thereafter means the successor serving thereunder. 

“Underwriters” has the meaning set forth in the Underwriting Agreement. 

“Underwriting Agreement” means the Underwriting Agreement, dated as of June 4, 2015, between the Company and the
Underwriters named therein relating to the Units. 
 “Unit” means the collective rights of a Holder of a unit consisting of
a single Purchase Contract and a single Note prior to separation pursuant Section 2.03 or subsequent to recreation pursuant to Section 2.04. 

“Unit of APC Exchange Property” has the meaning set forth in Section 5.02(b). 

“Unit of Exchange Property” means each of a Unit of APC Exchange Property and a Unit of WGP Exchange Property. 

“Unit of WGP Exchange Property” has the meaning set forth in Section 5.02(a). 

“Unit Price” has the meaning set forth in Section 4.07(e). 

“WGP” means Western Gas Equity Partners, LP. 

“WGP Common Units” means the common units representing limited partner interests in WGP, as they existed on the date of this
Agreement, subject to Section 5.02(a). 
 “WGP Exchange Property” has the meaning set forth in Section 5.02(a). 

  
 15 







 “WGP Reference Securities Exchange” means, as of any day, the NYSE or, if WGP
Common Units are not listed on the NYSE as of such day, the principal other United States national or regional securities exchange on which WGP Common Units are then listed or, if WGP Common Units are not then listed on a United States national or
regional securities exchange, the principal other market on which WGP Common Units are then listed or admitted for trading. 
 “WGP
Reorganization Event” has the meaning set forth in Section 5.02(a). 
 “Wholly Owned Subsidiary” means, with
respect to any Person, any Subsidiary of such Person, except that, solely for purposes of this definition, the reference to “a majority” in the definition of “Subsidiary” shall be deemed replaced by a reference to
“all”. 
 Section 1.02. Compliance Certificates and Opinions. Upon any application or request by the Company to
the Purchase Contract Agent and/or Trustee to take any action in accordance with any provision of this Agreement, the Company shall furnish to the Purchase Contract Agent and/or Trustee, as applicable, an Officers’ Certificate stating that all
conditions precedent, if any, provided for in this Agreement relating to the proposed action have been complied with and an Opinion of Counsel stating that, in the opinion of such counsel, all such conditions precedent, if any, have been complied
with, except that in the case of any such application or request as to which the furnishing of such documents is specifically required by any provision of this Agreement relating to such particular application or request, no additional certificate
or opinion need be furnished. 
 Every Officers’ Certificate or Opinion of Counsel with respect to compliance with a condition or
covenant provided for in this Agreement shall include: 
 (i) a statement that each individual signing such certificate or
opinion has read such covenant or condition and the definitions herein relating thereto; 
 (ii) a brief statement as to the
nature and scope of the examination or investigation upon which the statements or opinions contained in such certificate or opinion are based; 

(iii) a statement that, in the opinion of each such individual, he or she has made such examination or investigation as is
necessary to enable such individual to express an informed opinion as to whether or not such covenant or condition has been complied with; and 

(iv) a statement as to whether, in the opinion of each such individual, such condition or covenant has been complied with. 

Any certificate, statement or opinion of an officer of the Company may be based, insofar as it relates to legal matters, upon a certificate or
opinion of or representations by counsel, unless such officer knows that the certificate or opinion or representations with respect to the matters upon which his certificate, statement or opinion may be based as aforesaid are erroneous, or in the
exercise of reasonable care should know that the same are erroneous. Any certificate, 

  
 16 







 
statement or opinion of counsel may be based, insofar as it relates to factual matters relating to information that is in the possession of the Company, upon the certificate, statement or opinion
of or representations by an officer or officers of the Company, unless such counsel knows that the certificate, statement or opinion or representations with respect to the matters upon which his certificate, statement or opinion may be based as
aforesaid are erroneous, or in the exercise of reasonable care should know that the same are erroneous. 
 Any certificate, statement or
opinion of an officer of the Company or of counsel may be based, insofar as it relates to accounting matters, upon a certificate or opinion of or representations by an accountant or firm of accountants in the employ of the Company, unless such
officer or counsel, as the case may be, knows that the certificate or opinion or representations with respect to the accounting matters upon which his certificate, statement or opinion may be based as aforesaid are erroneous, or in the exercise of
reasonable care should know that the same are erroneous. 
 Any certificate or opinion of any independent firm of public accountants filed
with and directed to the Trustee shall contain a statement that such firm is independent. 
 Section 1.03. Notices.
Any notice or demand which by any provision of this Agreement is required or permitted to be given or served by the Purchase Contract Agent or by the Holders to or on the Company may be given or served by being deposited postage prepaid, first
class mail (except as otherwise specifically provided herein) addressed (until another address of the Company is filed by the Company with the Purchase Contract Agent) to Anadarko Petroleum Corporation, 1201 Lake Robbins Dr., The Woodlands, Texas
77380, Attention: General Counsel. Any notice, direction, request or demand by the Company or any Holder to or upon the Purchase Contract Agent or the Trustee shall be deemed to have been sufficiently given or served by being deposited postage
prepaid, first class mail (except as otherwise specifically provided herein) addressed (until another address of the Purchase Contract Agent or Trustee is filed by the Purchase Contract Agent or Trustee with the Company) to The Bank of New York
Mellon Trust Company, N.A., 601 Travis Street, 16th Floor, Houston, Texas 77002 Attention: Corporate Trust Administration. 

Where this Agreement provides for notice to Holders, such notice shall be sufficiently given (unless otherwise herein expressly
provided) if in writing and mailed, first class postage prepaid, to each Holder entitled thereto, at his last address as it appears in the Security Register; provided that, in the case of Global Units and Global Purchase Contracts, notice may
be given in accordance with the Applicable Procedures of the Depositary. Where this Agreement provides for notice in any manner, such notice may be waived in writing by the Person entitled to receive such notice, either before or after the event,
and such waiver shall be the equivalent of such notice. Waivers of notice by Holders shall be filed with the Purchase Contract Agent, but such filing shall not be a condition precedent to the validity of any action taken in reliance upon such
waiver. 
 In case, by reason of the suspension of or irregularities in regular mail service, it shall be impracticable to mail
notice to the Company when such notice is required to be given pursuant to any provision of this Agreement, then any manner of giving such notice as shall be reasonably satisfactory to the Purchase Contract Agent shall be deemed to be sufficient
notice. 

  
 17 







 Section 1.04. Effect of Headings and Table of Contents. The Article and
Section headings herein and in the Table of Contents are for convenience only and shall not affect the construction hereof.  

Section 1.05. Successors and Assigns. All covenants and agreements in this Agreement by the Company shall bind its
successors and assigns, whether so expressed or not.  
 Section 1.06. Separability Clause. In case any
provision in this Agreement or in the Units or the Purchase Contracts shall be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions hereof and thereof shall not in any way be affected or impaired
thereby.  
 Section 1.07. Benefits of Agreement. Nothing in this Agreement, the Units or the Purchase
Contracts, express or implied, shall give to any Person, other than the parties hereto and their successors hereunder and, to the extent provided hereby, the Holders, any benefit or any legal or equitable right, remedy or claim under this Agreement.
The Holders from time to time shall be beneficiaries of this Agreement and shall be bound by all of the terms and conditions hereof and of the Purchase Contracts by their acceptance of delivery of such Purchase Contracts.  

Section 1.08. Governing Law. This Agreement, the Units and the Purchase Contracts and the rights and obligations of
the parties hereto and thereto, including the interpretation, construction, validity and enforceability thereof, shall be governed by and construed and interpreted in accordance with the law of the State of New York.  

Section 1.09. Waiver of Jury Trial. The Company, the Purchase Contract Agent and the Trustee each waive its
respective rights to trial by jury in any action or proceeding arising out of or related to the Purchase Contracts, this Agreement or the transactions contemplated hereby, to the extent permitted by law. 

Section 1.10. Conflict with Indenture. To the extent that any provision of this Purchase Contract Agreement relating
to or affecting the Notes conflicts with or is inconsistent with the Indenture, the Indenture shall govern.  

Section 1.11. Legal Holidays. In any case where any Settlement Date shall not be a Business Day, notwithstanding any
other provision of this Agreement or the Purchase Contracts, the settlement of the Purchase Contracts shall not be effected on such date, but instead shall be effected on the next succeeding Business Day with the same force and effect as if made on
such Settlement Date, and no interest or other amounts shall accrue or be payable by the Company or to any Holder in respect of such delay. 

Section 1.12. Counterparts. This Agreement may be executed in any number of counterparts, each of which so executed
shall be deemed to be an original, but all such counterparts shall together constitute one and the same instrument. The exchange of copies of this Agreement and of signature pages by facsimile or PDF transmission shall constitute effective execution
and delivery of this Agreement as to the parties hereto and may be used in lieu of the original Agreement for all purposes. Signatures of the parties hereto transmitted by facsimile or PDF shall be deemed to be their original signatures for all
purposes. 

  
 18 







 Section 1.13. Inspection of Agreement. A copy of this Agreement shall
be available, upon reasonable notice to the Company, at all reasonable times during normal business hours at Anadarko Petroleum Corporation, 1201 Lake Robbins Dr., The Woodlands, Texas 77380 for inspection by any Holder or Beneficial Holder;
provided that any such Holder or Beneficial Holder may make no more than two such inspections per calendar year.  

Section 1.14. Calculations. The performance of any calculations to be made hereunder shall be the sole obligation of
the Company, and neither the Purchase Contract Agent nor the Trustee shall have any obligation to make such calculations. These calculations include, but are not limited to, determination of the applicable Settlement Rate, the Fixed Settlement
Rates, the Early Settlement Rate, the Fundamental Change Early Settlement Rate, the Applicable Market Value, the Early Settlement Market Value, the Fundamental Change Market Value, the Market Value and the Daily VWAPs, as the case may be. All such
calculations made by the Company or its agent hereunder shall be made in good faith and, absent manifest error, shall be final and binding on the Purchase Contract Agent, the Trustee, each Paying Agent and the Holders. For any calculations to be
made by the Company or its agent hereunder, the Company shall provide a schedule of such calculations to the Purchase Contract Agent and the Trustee, and each of the Purchase Contract Agent and the Trustee shall be entitled to conclusively rely upon
the accuracy of the calculations by the Company or its agent without independent verification, shall have no liability with respect thereto and shall have no liability to the Holders for any loss any of them may incur in connection with no
independent verification having been done.  
 Section 1.15. UCC. Each Purchase Contract (whether or not
included in a Unit) is a security governed by Article 8 of the Uniform Commercial Code as in effect in the State of New York on the date hereof.  

Section 1.16. USA PATRIOT Act. The Company acknowledges that in accordance with Section 326 of the USA PATRIOT
Act, the Purchase Contract Agent and the Trustee, like all financial institutions and in order to help fight the funding of terrorism and money laundering, is required to obtain, verify, and record information that identifies each person or legal
entity that establishes a relationship or opens an account with the Purchase Contract Agent or the Trustee. The parties to this Agreement agree that they will provide the Purchase Contract Agent and the Trustee with such information as they may
request in order for the Purchase Contract Agent and the Trustee to satisfy the requirements of the USA PATRIOT Act. 

Section 1.17. FATCA. In order for the Purchase Contract Agent and the Trustee to comply with FATCA, the Company
agrees (i) to use commercially reasonable efforts to provide to the Purchase Contract Agent and the Trustee sufficient information about transactions (including any modification to the terms of such transactions) relating to the Securities that
is reasonably requested by the Purchase Contract Agent and the Trustee so that the Purchase Contract Agent and the Trustee can determine whether they have tax related obligations under FATCA, and (ii) that the Purchase Contract Agent and the
Trustee shall be entitled to make any withholding or deduction from payments under this Agreement to the extent necessary to comply with FATCA. The terms of this Section 1.17 shall survive the satisfaction and discharge of this Agreement.


  
 19 







 ARTICLE 2 

UNIT AND PURCHASE CONTRACT FORMS 

Section 2.01. Forms of Units and Purchase Contracts Generally. (a) The Units and Purchase Contracts shall be in
substantially the forms set forth in Exhibit A and Exhibit B hereto, respectively, which shall be incorporated in and made a part of this Purchase Contract Agreement, with such letters, numbers or other marks of identification or designation and
such legends or endorsements printed, lithographed or engraved thereon as may be required by the rules of any securities exchange on which the Units or Purchase Contracts, as the case may be, are (or may in the future be) listed or any depositary
therefor, or as may, consistently herewith, be determined by the officers of the Company executing such Units and Purchase Contracts, as the case may be, as evidenced by their execution thereof.  

(b) The Units and Purchase Contracts shall be issuable only in registered form and only in denominations of a single Unit or Purchase
Contract, as the case may be, and any integral multiple thereof. 
 (c) The Units will initially be issued in the form of one or more fully
registered Global Units as set forth in Section 3.06. The Purchase Contracts will initially be issued as Component Purchase Contracts substantially in the form of Attachment 3 to the form of Global Unit attached as Exhibit A hereto, and will be
attached to the related Global Unit and registered in the name of The Bank of New York Mellon Trust Company, N.A., as attorney-in-fact of the holder(s) of such Global Unit. 

(d) Definitive Securities shall be printed, lithographed or engraved with steel engraved borders or may be produced in any other manner, all
as determined by the officers of the Company executing the Units or Purchase Contracts, as the case may be, evidenced by such Definitive Securities, consistent with the provisions of this Agreement, as evidenced by their execution thereof. 

(e) Every Global Unit and Global Purchase Contract executed, authenticated on behalf of the Holders and delivered hereunder shall bear a
legend in substantially the following form: 
 “THIS SECURITY IS A GLOBAL [UNIT / PURCHASE CONTRACT] WITHIN THE MEANING OF THE PURCHASE
CONTRACT AGREEMENT HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITARY OR A NOMINEE OF A DEPOSITARY OR A SUCCESSOR DEPOSITARY. UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR SECURITIES IN CERTIFICATED FORM, THIS SECURITY
MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (THE “DEPOSITARY”) TO THE NOMINEE OF THE DEPOSITARY OR BY A NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY OR ANOTHER NOMINEE OF THE
DEPOSITARY OR BY THE DEPOSITARY OR ANY SUCH NOMINEE TO A SUCCESSOR DEPOSITARY OR A NOMINEE OF SUCH SUCCESSOR DEPOSITARY. 

  
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 UNLESS THIS SECURITY IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITARY TO THE
COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY SECURITY ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITARY (AND ANY
PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITARY), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE
REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.” 
 Section 2.02. Form of Certificate of
Authentication. The form of certificate of authentication of the Units and Purchase Contracts shall be in substantially the form set forth in the form of Unit or form of Purchase Contract, respectively, attached hereto. Unless the certificate of
authentication has been executed by the Purchase Contract Agent by manual signature, the Unit or Purchase Contract, as the case may be, shall not be entitled to any benefit under this Agreement or be valid or obligatory for any purpose. 

Section 2.03. Global Securities; Separation of Units. 

(a) On any Business Day during the period beginning on, and including, the Business Day immediately following the Issue Date to, but excluding,
the third Scheduled Trading Day immediately preceding the Scheduled Mandatory Settlement Date, a Holder or Beneficial Holder of a Unit may separate such Unit into its constituent Purchase Contract and Note (each such separated Purchase Contract and
separated Note, a “Separate Purchase Contract” and “Separate Note,” respectively), which will thereafter trade under their respective CUSIP numbers (032511 123) and (032511 503), and that Unit will cease to exist.
Beneficial interests in a Unit, and after separation, the Separate Purchase Contract and Separate Note, will be shown on and transfers will be effected through direct or indirect participants in DTC. Beneficial interests in Units, Separate Purchase
Contracts and Separate Notes will be evidenced by Global Units, Global Purchase Contracts and Global Notes, respectively. In order to separate a Unit into its component parts, a Beneficial Holder must deliver written instruction to the broker or
other direct or indirect participant (the “Participant”) through which it holds an interest in such Unit to notify DTC through DTC’s Deposit/Withdrawal at Custodian System (the “DWAC System”) of such Beneficial
Holder’s election to separate such Unit, following which the Purchase Contract Agent or Trustee, as applicable, shall register (i) a decrease in the number of Units represented by the Global Unit and the number of Purchase Contracts and
Notes represented by the Component Purchase Contract and the Component Note attached to the Global Unit as Attachments 3 and 4, respectively, as set forth in Schedule A to each such attachment, and (ii) a corresponding increase in the number of
Purchase Contracts and Notes represented by the Global Purchase Contract and the Global Note, respectively. If, however, such Unit is in the form of a Definitive Security in accordance with Section 3.09, the Holder thereof must deliver to the
Purchase Contract Agent such Unit, together with a separation notice, in the form set forth in Attachment 1 to the form of Unit attached hereto as Exhibit A. Upon the receipt of such separation notice, the Company shall promptly cause delivery, in
accordance with the delivery instructions set forth in such separation notice, of one Separate Purchase Contract and one Separate Note for each such Unit. Separate Purchase Contracts and Separate Notes will be transferable independently from each
other. 

  
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 (b) Holders that elect to separate the Note and related Purchase Contract in accordance with this
Section 2.03 shall be responsible for any fees or expenses payable in connection with such separation, and neither the Company, the Purchase Contract Agent nor the Trustee shall be liable for any such fees or expenses. 

Section 2.04. Recreation of Units. 

(a) On any Business Day during the period beginning on, and including, the Business Day immediately following the Issue Date to, but excluding,
the third Scheduled Trading Day immediately preceding the Scheduled Mandatory Settlement Date, a Holder or Beneficial Holder of a Separate Purchase Contract and a Separate Note may recreate a Unit (which will thereafter trade under the CUSIP number
(032511 404) for the Units), and each such Separate Purchase Contract and Separate Note will cease to exist. In order to recreate a Separate Purchase Contract and Separate Note into a Unit, a Beneficial Holder must deliver written instruction to the
Participant through which it holds an interest in such Separate Purchase Contract and Separate Note to notify DTC through the DTC’s DWAC System of such Beneficial Holder’s election to recreate a Unit, following which the Purchase Contract
Agent or Trustee, as applicable, shall register (i) an increase in the number of Units represented by the Global Unit and the number of Purchase Contracts and Notes represented by the Component Purchase Contract and the Component Note attached
to the Global Unit as Attachments 3 and 4, respectively, as set forth in Schedule A to each such attachment, and (ii) a corresponding decrease in the number of Purchase Contracts and Notes represented by the Global Purchase Contract and Global
Note, respectively. If, however, such Separate Purchase Contract and Separate Note are in the form of Definitive Securities, the Holder thereof must deliver to the Purchase Contract Agent such Definitive Securities, together with a recreation
notice, in the form set forth in Attachment 2 to the form of Unit attached hereto as Exhibit A. Upon the receipt of such recreation notice, the Company shall promptly cause delivery, in accordance with the delivery instructions set forth in such
recreation notice, of one Unit in definitive form for such Definitive Securities. 
 (b) Holders that elect to recreate Units in accordance
with this Section 2.04 shall be responsible for any fees or expenses payable in connection with such recreation, and neither the Company, the Purchase Contract Agent nor the Trustee shall be liable for any such fees or expenses. 

ARTICLE 3 

THE UNITS AND PURCHASE CONTRACTS 

Section 3.01. Amount and Denominations. The aggregate number of Units and Separate Purchase Contracts evidenced by
Equity-Linked Securities executed, authenticated on behalf of the Holders and delivered hereunder is limited to 8,000,000 (as increased by a number equal to the aggregate number of additional Units, if any, purchased by the Underwriters pursuant to
the exercise of their over-allotment option as set forth in the Underwriting Agreement), except for Units and Separate Purchase Contracts executed, authenticated and delivered upon registration of transfer of, in exchange for, or in lieu of, other
Units and Separate Purchase Contracts pursuant to Section 3.04, Section 3.05, Section 3.10 or Section 9.05. 

  
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 Equity-Linked Securities that are not in the form of Global Securities shall be issuable in
denominations of one Equity-Linked Security and integral multiples in excess thereof. 
 Section 3.02. Rights and Obligations
Evidenced by the Equity-Linked Securities. Each Equity-Linked Security shall evidence the number of Units or Separate Purchase Contracts, as the case may be, specified therein, with (a) each such Unit representing the rights and obligations
of the Holder thereof and of the Company under one Purchase Contract, and the rights and obligations of the Holder thereof and of the Company under one Note, and (b) each such Separate Purchase Contract representing the rights and obligations
of the Holder thereof and of the Company under one Separate Purchase Contract. In the case of a Unit, the Holder of such Unit shall, for all purposes hereunder and under the Indenture, be deemed to be the Holder of the Note and Purchase Contract
that are components of such Unit. 
 If the Company has not made an APC Settlement Election, prior to the close of business on (x) the
last Trading Day of the 20 consecutive Trading Day period during which the Applicable Market Value of WGP Common Units is determined with respect to any Purchase Contract or (y) if applicable, any earlier Determination Date with respect to such
Purchase Contract (in each case, whether such Purchase Contract is held as a component of a Unit or as a Separate Purchase Contract), such Purchase Contract shall not entitle the Holder thereof to any of the rights of a holder of WGP Common Units,
including, without limitation, the right to vote or receive any dividends or other distributions or to consent or to receive notice as a holder of WGP Common Units in respect of the meetings of holders of WGP Common Units or for the election of
directors for any other matter, or any other rights whatsoever as a holder of WGP Common Units. 
 If the Company has made an APC Settlement
Election, prior to the close of business on (x) the last Trading Day of the 20 consecutive Trading Day period during which the Applicable Market Value of WGP Common Units and APC Stock is determined with respect to any Purchase Contract or
(y) if applicable, any earlier Determination Date with respect to such Purchase Contract (in each case, whether such Purchase Contract is held as a component of a Unit or as a Separate Purchase Contract), the shares of APC Stock issuable upon
settlement of such Purchase Contract shall not be outstanding, and such Purchase Contract shall not entitle the Holder thereof to any of the rights of a holder of APC Stock, including, without limitation, the right to vote or receive any dividends
or other distributions or to consent or to receive notice as a shareholder in respect of the meetings of shareholders or for the election of directors for any other matter, or any other rights whatsoever as a shareholder of the Company. 

Section 3.03. Execution, Authentication, Delivery and Dating. Upon the execution and delivery of this Agreement, and at any
time and from time to time thereafter, the Company may deliver Equity-Linked Securities executed by the Company and the Purchase Contract Agent as attorney-in-fact for the Holders of Purchase Contracts from time to time (in the case of Purchase
Contracts), to the Purchase Contract Agent and Trustee, if applicable, for authentication on behalf of the Holders and delivery, together with the Issuer Order for authentication of such Equity-Linked Securities, and the Purchase Contract Agent and
Trustee, if applicable, in accordance with such Issuer Order shall authenticate on behalf of the Holders and deliver such Equity-Linked Securities. 

  
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 The Equity-Linked Securities shall be executed on behalf of the Company by any authorized officer
of the Company and in the case of the Purchase Contracts, shall be executed on behalf of the Holders by any authorized officer of the Purchase Contract Agent as attorney-in-fact for the Holders of Purchase Contracts from time to time. The signature
of any such officer on the Equity-Linked Securities may be manual or facsimile. 
 Equity-Linked Securities bearing the manual or facsimile
signature of an individual who was at the time of such signing a proper officer of the Company or, in the case of the Purchase Contracts, the Purchase Contract Agent, shall bind the Company and the Holders of Purchase Contracts, as the case may be,
notwithstanding that such individual has ceased to hold such offices prior to the authentication and delivery of such Equity-Linked Securities or did not hold such offices at the date of issuance of such
Equity-Linked Securities. 
 Each Equity-Linked Security shall be dated the date of its
authentication. 
 No Equity-Linked Security shall be entitled to any benefit under this Agreement or be valid or obligatory for any purpose
unless there appears on such Equity-Linked Security a certificate of authentication substantially in the form provided for herein executed by an authorized officer of the Purchase Contract Agent and Trustee (if applicable) by manual or facsimile
signature, and such certificate upon any Equity-Linked Security shall be conclusive evidence, and the only evidence, that such Equity-Linked Security has been duly authenticated and delivered hereunder. 

Section 3.04. Temporary Equity-Linked Securities. Pending the preparation of Definitive Equity-Linked Securities, the
Company shall execute and deliver to the Purchase Contract Agent and, in the case of Units, Trustee, and the Purchase Contract Agent and, if applicable, Trustee shall authenticate on behalf of the Holders, and deliver, in lieu of such Definitive
Equity-Linked Securities, temporary Equity-Linked Securities that are in substantially the form set forth in Exhibit A or Exhibit B hereto, as the case may be, with such letters, numbers or other marks of identification or designation and such
legends or endorsements printed, lithographed or engraved thereon as may be required by the rules of any securities exchange on which the Units or Separate Purchase Contracts, as the case may be, are listed, or as may, consistently herewith, be
determined by the officers of the Company executing such Equity-Linked Securities, as evidenced by their execution of the Equity-Linked Securities. 

If temporary Equity-Linked Securities are issued, the Company will cause Definitive Equity-Linked Securities to be prepared without
unreasonable delay. After the preparation of Definitive Equity-Linked Securities, the temporary Equity-Linked Securities shall be exchangeable for Definitive Equity-Linked Securities upon surrender of the temporary Equity-Linked Securities at the
Corporate Trust Office, at the expense of the Company and without charge to the Holder or the Purchase Contract Agent. Upon surrender for cancellation of any one or more temporary Equity-Linked Securities, the Company shall execute and deliver to
the Purchase Contract Agent and Trustee, and the Purchase Contract Agent and, if applicable, the Trustee shall authenticate on behalf of the Holder, and deliver in exchange therefor, one or more 

  
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Definitive Equity-Linked Securities of like tenor and denominations and evidencing a like number of Units or Separate Purchase Contracts, as the case may be, as the temporary Equity-Linked
Security or Equity-Linked Securities so surrendered. Until so exchanged, the temporary Equity-Linked Securities shall in all respects evidence the same benefits and the same obligations with respect to the Units or Separate Purchase Contracts, as
the case may be, evidenced thereby as Definitive Equity-Linked Securities. 
 Section 3.05. Registration; Registration of
Transfer and Exchange. The Company shall cause to be kept at the Corporate Trust Office a register (the “Security Register”) in which, subject to such reasonable regulations as it may prescribe, the Company shall provide for the
registration of Equity-Linked Securities and of transfers of Equity-Linked Securities. The Purchase Contract Agent is hereby initially appointed Security Registrar (the “Security Registrar”) for the purpose of registration of
Equity-Linked Securities and transfers of Equity-Linked Securities as provided herein. The Security Registrar shall record separately the registration and transfer of the Equity-Linked Securities evidencing Units and Separate Purchase Contracts.

 Upon surrender for registration of transfer of any Equity-Linked Security at the Corporate Trust Office, the Company shall execute and
deliver to the Purchase Contract Agent and Trustee, if applicable, and the Purchase Contract Agent and Trustee, if applicable, shall authenticate on behalf of the designated transferee or transferees, and deliver, in the name of the designated
transferee or transferees, one or more new Equity-Linked Securities of any authorized denominations, of like tenor, and evidencing a like number of Units or Separate Purchase Contracts, as the case may be. 

At the option of the Holder, Equity-Linked Securities may be exchanged for other Equity-Linked Securities, of any authorized numbers and
evidencing a like number of Units or Separate Purchase Contracts, as the case may be, upon surrender of the Equity-Linked Securities to be exchanged at the Corporate Trust Office. Whenever any Equity-Linked Securities are so surrendered for
exchange, the Company shall execute and deliver to the Purchase Contract Agent and Trustee, and the Purchase Contract Agent and, in the case of Units, the Trustee shall authenticate on behalf of the Holder, and deliver the Equity-Linked Securities
which the Holder making the exchange is entitled to receive. 
 All Equity-Linked Securities issued upon any registration of transfer or
exchange of an Equity-Linked Security shall evidence the ownership of the same number of Units or Separate Purchase Contracts, as the case may be, and be entitled to the same benefits and subject to the same obligations, under this Agreement as the
Units or Separate Purchase Contracts, as the case may be, evidenced by the Equity-Linked Security surrendered upon such registration of transfer or exchange. 

Every Equity-Linked Security presented or surrendered for registration of transfer or exchange shall (if so required by the Purchase Contract
Agent) be duly endorsed, or be accompanied by a written instrument of transfer in form satisfactory to the Company and the Purchase Contract Agent duly executed by the Holder thereof, or its attorney duly authorized in writing. 

  
 25 







 No service charge shall be made for any registration of transfer or exchange of an Equity-Linked
Security, but the Company or the Purchase Contract Agent on behalf of the Company may require payment from the Holder of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any registration of
transfer or exchange of Equity-Linked Securities, other than any exchanges pursuant to Section 3.06 and Section 9.05 not involving any transfer. 

Notwithstanding the foregoing, the Company shall not be obligated to execute and deliver to the Purchase Contract Agent, and the Purchase
Contract Agent and, in the case of Units, the Trustee shall not be obligated to authenticate on behalf of the Holder or deliver any Equity-Linked Security in exchange for any other Equity-Linked Security presented or surrendered for registration of
transfer or for exchange on or after the third Business Day immediately preceding the Scheduled Mandatory Settlement Date or any earlier Settlement Date with respect to such Equity-Linked Security. In lieu of delivery of a new Equity-Linked
Security, upon satisfaction of the applicable conditions specified above in this Section and receipt of appropriate registration or transfer instructions from such Holder, the Purchase Contract Agent shall, if a Settlement Date with respect to such
Equity-Linked Security has occurred, deliver or cause to be delivered the WGP Common Units or shares of APC Stock, as the case may be, deliverable in respect of the Purchase Contracts evidenced by such Equity-Linked Security (if applicable, together
with the Separate Note, if such Equity-Linked Security is a Unit). 
 Section 3.06. Book-Entry Interests. The
Units, on original issuance, will be issued in the form of one or more fully registered Global Units, to be delivered to the Depositary or its custodian by, or on behalf of, the Company. The Company hereby designates DTC as the initial Depositary.
Such Global Units shall initially be registered on the books and records of the Company in the name of Cede & Co., the nominee of DTC, and no Beneficial Holder will receive a Definitive Unit representing such Beneficial Holder’s
interest in such Global Unit, except as provided in Section 3.09. Unless and until definitive, fully registered Securities have been issued to Beneficial Holders pursuant to Section 3.09:  

(i) the provisions of this Section 3.06 shall be in full force and effect; 

(ii) except as contemplated in the definition of “Holders” in Section 1.01(d), the Company shall treat the Depositary
for all purposes of this Agreement (including settling the Purchase Contracts and receiving approvals, votes or consents hereunder) as the Holder of the Global Units and Global Purchase Contracts and shall have no obligation to the Beneficial
Holders; 
 (iii) to the extent that the provisions of this Section 3.06 conflict with any other provisions of this
Agreement, the provisions of this Section 3.06 shall control; and 
 (iv) the rights of the Beneficial Holders shall be
exercised only through the Depositary and shall be limited to those established by law and agreements between such Beneficial Holders and the Depositary or the Depositary Participants, subject to Section 3.09. 

  
 26 







 Section 3.07. Notices to Holders. Whenever a notice or other
communication to the Holders is required to be given under this Agreement, the Company or the Company’s agent shall give such notices and communications to the Holders and, with respect to any Units or Purchase Contracts registered in the name
of the Depositary or the nominee of the Depositary, the Company or the Company’s agent shall, except as set forth herein, have no obligations to the Beneficial Holders.  

Section 3.08. Appointment of Successor Depositary. If the Depositary elects to discontinue its services as
securities depositary with respect to the Units or Purchase Contracts, the Company may, in its sole discretion, appoint a successor Depositary with respect to such Units or such Purchase Contracts, as the case may be.  

Section 3.09. Definitive Securities. If: 

(i) the Depositary is unwilling or unable to continue as depositary for the Global Securities and the Company is unable to find
a qualified replacement for such Depository within 90 days; 
 (ii) at any time the Depositary ceases to be a Clearing Agency
registered under the Exchange Act; or 
 (iii) an Event of Default (as defined in the Indenture), or any failure on the part
of the Company to observe or perform any covenant or agreement in the Indenture, the Purchase Contracts or the Purchase Contract Agreement, has occurred and is continuing and a Beneficial Holder requests that its Securities be issued in physical,
certificated form, 
 then, in each case the Company shall execute, and the Purchase Contract Agent and/or the Trustee, as applicable, shall authenticate
and deliver Definitive Securities representing an aggregate number of Securities with respect to the Global Security or Securities representing such Securities (or representing an aggregate number of Securities equal to the aggregate number of
Securities in respect of which such Beneficial Holder has requested the issuance of Definitive Securities pursuant to clause (iii) above) in exchange for such Global Security or Securities (or portion thereof). Each Definitive Security so delivered
shall evidence Units or Purchase Contracts or Notes, as the case may be, of the same kind and tenor as the Global Security so surrendered in respect thereof. Notwithstanding the foregoing, the exchange of Global Notes for Notes in definitive form
shall be governed by the Indenture. 
 Section 3.10. Mutilated, Destroyed, Lost and Stolen Securities. If any
mutilated Equity-Linked Security is surrendered to the Purchase Contract Agent, the Company shall execute and deliver to the Purchase Contract Agent and Trustee, and the Purchase Contract Agent and, if applicable, the Trustee shall authenticate on
behalf of the Holder, and deliver in exchange therefor, a new Equity-Linked Security, evidencing the same number of Units or Separate Purchase Contracts, as the case may be, and bearing a security number not contemporaneously outstanding. 

 If there shall be delivered to the Company, the Purchase Contract Agent and the Trustee (in the case of any Units) (i) evidence
to their satisfaction of the destruction, loss or theft of any 

  
 27 







 
Equity-Linked Security, and (ii) such security or indemnity satisfactory to them to hold each of them and any agent of any of them harmless, then, in the absence of notice to the Company,
the Purchase Contract Agent or the Trustee that such Equity-Linked Security has been acquired by a protected purchaser, the Company shall execute and deliver to the Purchase Contract Agent and the Trustee (in the case of any Units), and the Purchase
Contract Agent and the Trustee (in the case of any Units) shall authenticate on behalf of the Holder, and deliver to the Holder, in lieu of any such destroyed, lost or stolen Equity-Linked Security, a new Equity-Linked Security, evidencing the same
number of Units or Separate Purchase Contracts, as the case may be, and bearing a security number not contemporaneously outstanding. 

Notwithstanding the foregoing, the Company shall not be obligated to execute and deliver to the Purchase Contract Agent and Trustee, and the
Purchase Contract Agent and, in the case of Units, the Trustee shall not be obligated to authenticate on behalf of the Holder, and deliver to the Holder, an Equity-Linked Security pursuant to this Section 3.10 on or after the third Business Day
immediately preceding the Scheduled Mandatory Settlement Date or any earlier Settlement Date with respect to such Equity-Linked Security. In lieu of delivery of a new Equity-Linked Security, upon satisfaction of the applicable conditions specified
above in this Section and receipt of appropriate registration or transfer instructions from such Holder (if applicable), the Purchase Contract Agent shall, upon the applicable Settlement Date, deliver or arrange for delivery of the WGP Common Units
deliverable (or, in the event that the Company elects to issue and deliver APC Stock, issue and deliver or arrange for the issuance and delivery of such issuable APC Stock) in respect of the Purchase Contracts evidenced by such Equity-Linked
Security (if applicable, together with Separate Notes equal to the number of, and in the same form as, the Notes evidenced by such Equity-Linked Security if such Equity-Linked Security is a Unit). 

Upon the issuance of any new Equity-Linked Security under this Section 3.10, the Company and the Purchase Contract Agent may require the
payment by the Holder of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation thereto (but only if such tax or charge is payable in respect of any registration of such new Equity-Linked Security in a name of
a Person other than the Person in whose name the mutilated, destroyed, lost or stolen Equity-Linked Security was registered) and any other expenses (including the fees and expenses of the Purchase Contract Agent) connected therewith. 

Every new Equity-Linked Security issued pursuant to this Section 3.10 in lieu of any destroyed, lost or stolen Equity-Linked Security shall
constitute an original additional contractual obligation of the Company and of the Holder in respect of the Unit or Separate Purchase Contract, as the case may be, evidenced thereby, whether or not the destroyed, lost or stolen Equity-Linked
Security shall be found at any time. Such new Equity-Linked Security (and the Units or Separate Purchase Contracts, as applicable, evidenced thereby) shall be at any time enforceable by anyone, and shall be entitled to all the benefits and be
subject to all the obligations of this Agreement equally and proportionately with any and all other Equity-Linked Securities delivered hereunder. 

The provisions of this Section 3.10 are exclusive and shall preclude, to the extent lawful, all other rights and remedies with respect to the
replacement or payment of mutilated, destroyed, lost or stolen Equity-Linked Securities. 

  
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 Section 3.11. Persons Deemed Owners. Prior to due presentment of an
Equity-Linked Security for registration of transfer, the Company, the Purchase Contract Agent and the Trustee, and any agent of the Company, the Purchase Contract Agent or the Trustee, may treat the Person in whose name such Equity-Linked Security
is registered as the owner of the Unit or Purchase Contract, as the case may be, evidenced thereby, for the purpose of performance of the Units or Purchase Contracts, as applicable, evidenced by such Equity-Linked Securities and for all other
purposes whatsoever, and neither the Company, the Purchase Contract Agent nor the Trustee, nor any agent of the Company, the Purchase Contract Agent or the Trustee, shall be affected by notice to the contrary.  

None of the Purchase Contract Agent, Trustee, the Paying Agent and the Security Registrar shall have any responsibility or obligation to any
Beneficial Holder of a Global Security, an agent member or other Person with respect to the accuracy of the records of the Depositary or its nominee or of any agent member, with respect to any ownership interest in the Securities or with respect to
the delivery to any agent member, Beneficial Holder or other Person (other than the Depositary) of any notice or the payment of any amount, under or with respect to such Securities. All notices and communications to be given to the Holders and all
payments to be made to Holders under the Securities and this Agreement shall be given or made only to or upon the order of the registered Holders (which shall be the Depositary or its nominee in the case of a Global Security). The rights of
Beneficial Holders of Global Securities shall be exercised only through the Depositary subject to its Applicable Procedures. The Purchase Contract Agent, the Trustee, the Paying Agent and the Registrar shall be entitled to rely and shall be fully
protected in relying upon information furnished by the Depositary with respect to its members, participants and any Beneficial Holders. The Purchase Contract Agent, the Trustee, the Paying Agent and the Security Registrar shall be entitled to deal
with the Depositary, and any nominee thereof, that is the registered Holder of any Global Security for all purposes of this Agreement relating to such Global Security (including the payment or delivery of amounts due hereunder and the giving of
instructions or directions by or to any Beneficial Holder) as the sole Holder of such Global Security and shall have no obligations to the Beneficial Holders thereof. None of the Purchase Contract Agent, the Trustee, the Paying Agent and the
Security Registrar shall have any responsibility or liability for any acts or omissions of the Depositary with respect to such Global Security, for the records of any such Depositary, including records in respect of the Beneficial Holders of any
such Global Security, for any transactions between the Depositary and any agent member or between or among the Depositary, any such agent member and/or any Holder or Beneficial Holder of such Global Security, or for any transfers of beneficial
interests in any such Global Security. 
 Notwithstanding the foregoing, with respect to any Global Security, nothing herein shall prevent
the Company, the Purchase Contract Agent, the Trustee, or any agent of the Company, the Purchase Contract Agent or the Trustee from giving effect to any written certification, proxy or other authorization furnished by any depositary (or its
nominee), as a Holder, with respect to such Global Security or shall impair, as between such Depositary and Beneficial Holders of such Global Security, the operation of customary practices governing the exercise of the rights of such depositary (or
its nominee) as Holder of such Global Security. 
 None of the Purchase Contract Agent, the Trustee, the Paying Agent and the Registrar
shall have any obligation or duty to monitor, determine or inquire as to compliance with any 

  
 29 







 
restrictions on transfer imposed under this Agreement or under applicable law with respect to any transfer of any interest in any Security (including any transfers between or among participants
of DTC, members or Beneficial Holders in any Global Security) other than to require delivery of such certificates and other documentation or evidence as are expressly required by, and to do so if and when expressly required by, the terms of this
Agreement, and to examine the same to determine substantial compliance as to form with the express requirements hereof. 

Section 3.12. Cancellation. All Securities surrendered for separation or recreation and all Equity-Linked Securities
surrendered for settlement or upon the registration of transfer or exchange of an Equity-Linked Security shall, if surrendered to any Person other than the Purchase Contract Agent, be delivered to the Purchase Contract Agent and, if not already
cancelled, be promptly cancelled by it; provided, however, that the Purchase Contract Agent shall deliver any Notes or Separate Notes so surrendered to it to the Trustee and Paying Agent (as defined in the Indenture) for disposition in
accordance with the provisions of the Indenture. In the case of a Unit or Units surrendered for settlement, the Company shall promptly execute and the Trustee shall promptly authenticate and deliver in accordance with the terms of the Indenture to
the Holder thereof a number of Separate Notes equal to the number of, and in the same form as, the Notes comprising part of the Units so surrendered. The Company may at any time deliver to the Purchase Contract Agent for cancellation any
Equity-Linked Securities previously executed, authenticated and delivered hereunder that the Company may have acquired in any manner whatsoever, and all Equity-Linked Securities so delivered shall, upon an Issuer Order, be promptly cancelled by the
Purchase Contract Agent; provided, however, that if the Equity-Linked Securities so delivered are Units, the Purchase Contract Agent shall deliver the Notes comprising such Units to the Trustee and Paying Agent (as defined in the
Indenture) for disposition in accordance with the provisions of the Indenture. No Equity-Linked Securities shall be executed, authenticated on behalf of the Holder and delivered in lieu of or in exchange for any Equity-Linked Securities cancelled as
provided in this Section, except as expressly permitted by this Agreement. All cancelled Equity-Linked Securities held by the Purchase Contract Agent shall be disposed of in accordance with its customary practices.  

If the Company or any Affiliate of the Company shall acquire any Equity-Linked Security, such acquisition shall not operate as a cancellation
of such Equity-Linked Security unless and until such Equity-Linked Security is delivered to the Purchase Contract Agent for cancellation, in which case such Equity-Linked Security shall be accompanied by an Issuer Order and cancelled in accordance
with the immediately preceding paragraph. 
 Section 3.13. CUSIP Numbers. The Company in issuing the Securities
may use “CUSIP” numbers (if then generally in use), and, if so, the Purchase Contract Agent or the Trustee may use “CUSIP” numbers in notices as a convenience to Holders; provided that any such notice may state that no
representation is made as to the correctness of such numbers either as printed on the Securities or as contained in any notice and that reliance may be placed only on the other identification numbers printed on the Securities, and any such notice
shall not be affected by any defect in or omission of such numbers. The Company shall promptly notify the Purchase Contract Agent and the Trustee of any change in the “CUSIP” numbers. 

  
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 ARTICLE 4 

SETTLEMENT OF THE PURCHASE CONTRACTS 

Section 4.01. Settlement Rate. (a) Each Purchase Contract obligates the Company to deliver, on the Mandatory
Settlement Date, a number of WGP Common Units (subject to Section 4.05(b) and Article 5) equal to the Settlement Rate as determined by the Company, unless such Purchase Contract has settled prior to the Mandatory Settlement Date.  

(b) The “Settlement Rate” is equal to: 

(i) if the Applicable Market Value of WGP Common Units is greater than the Threshold Appreciation Price, 0.7159 WGP Common
Units for each Purchase Contract (the “Minimum Settlement Rate”); 
 (ii) if the Applicable Market Value of
WGP Common Units is greater than or equal to the Reference Price but less than or equal to the Threshold Appreciation Price, a number of WGP Common Units for each Purchase Contract equal to the Stated Amount, divided by the Applicable Market
Value of WGP Common Units; and 
 (iii) if the Applicable Market Value of WGP Common Units is less than the Reference Price,
0.8591 WGP Common Units for each Purchase Contract (the “Maximum Settlement Rate”). 
 (c) The Maximum Settlement
Rate, the Minimum Settlement Rate (each, a “Fixed Settlement Rate”) and the Reference Price shall be subject to adjustment as provided in Article 5 and rounded upward or downward to the nearest 1/10,000th of a WGP Common Unit (or if
there is not a nearest 1/10,000th of a WGP Common Unit, to the next lower 1/10,000th of a WGP Common Unit) or nearest $0.0001, as the case may be.  

(d) The Company shall give notice of the Settlement Rate to the Purchase Contract Agent and Holders no later than two Scheduled Trading Days
prior to the Mandatory Settlement Date. 
 Section 4.02. Representations and Agreements of Holders. Each Holder of
an Equity-Linked Security, by its acceptance thereof:  
 (i) irrevocably authorizes and directs the Purchase Contract
Agent to execute and deliver on its behalf and perform this Agreement on its behalf and appoints the Purchase Contract Agent as its attorney-in-fact for any and all such purposes; 

(ii) in the case of a Purchase Contract that is a component of a Unit, or that is evidenced by a Global Purchase Contract,
irrevocably authorizes and directs the Purchase Contract Agent to execute, deliver and hold on its behalf the Global Purchase Contract or the Component Purchase Contract evidencing such Purchase Contract and appoints the Purchase Contract Agent its
attorney-in-fact for any and all such purposes; 
 (iii) consents to the terms and provisions of this Agreement; 

  
 31 







 (iv) represents that either (A) no portion of the assets used to acquire and
hold the Units or Separate Purchase Contracts, as the case may be, constitutes assets of any (1) employee benefit plan that is subject to Title I of the U.S. Employee Retirement Income Security Act of 1974, as amended
(“ERISA”), (2) plan, individual retirement account or other arrangement that is subject to Section 4975 of the Code or provisions under any federal, state, local, non-U.S. or other laws or regulations that are similar to
such provisions of the Code or ERISA (collectively, “Similar Laws”) or (3) entity whose underlying assets are considered to include “plan assets” of such plan, account or arrangement or (B) the purchase and
holding of the Units or Separate Purchase Contracts, as the case may be, will not constitute a non-exempt prohibited transaction under Section 406 of ERISA or Section 4975 of the Code or a violation of any applicable Similar Laws; 

(v) agrees to act consistently with the tax treatment provided for in Section 11.07; and 

(vi) agrees to be bound by the terms and provisions of this Agreement. 

Section 4.03. Purchase Contract Settlement Fund. On the applicable Settlement Date, the Company shall deliver to the
applicable Holders (or their designees) or the Purchase Contract Agent, for the benefit of the Holders of the Outstanding Purchase Contracts (or, in the case of an Early Settlement, for the benefit of the Holders of Purchase Contracts that have
elected such Early Settlement), as the case may be, the aggregate number of WGP Common Units or shares of APC Stock, as the case may be, to which such Holders of the Purchase Contracts to be settled on such Settlement Date are entitled hereunder
(such WGP Common Units or shares of APC Stock, as the case may be, together with any dividends or distributions with respect to such WGP Common Units or shares of APC Stock for which a record date and payment date for such dividend or distribution
have occurred on or after the applicable Determination Date, the “Purchase Contract Settlement Fund”). When any cash is required to be delivered to Holders pursuant to this Article 4, the Purchase Contract Agent shall
deliver such cash, including any dividends or distributions with respect to the WGP Common Units or shares of APC Stock, as the case may be, constituting part of the Purchase Contract Settlement Fund (but without interest thereon) to such Holders
(or their designees), in accordance with the written direction of the Company. When any WGP Common Units or shares of APC Stock, as the case may be, are required to be delivered to Holders pursuant to this Article 4, the Company shall deliver such
WGP Common Units or shares of APC Stock, as the case may be, to such Holders (or their designees), registered in the name of such Holder or such Holder’s designee pursuant to Section 4.11. 

Section 4.04. Settlement Conditions. A Holder’s right to receive the WGP Common Units or shares of APC Stock,
as the case may be, and any dividends or distributions with respect to such WGP Common Units or shares of APC Stock constituting part of the Purchase Contract Settlement Fund, upon settlement of any of its Purchase Contracts is subject to the
following conditions: 
 (a) if such Purchase Contract or the Unit that includes such Purchase Contract is in the form of a
Definitive Security, surrendering the relevant Definitive Security to the Purchase Contract Agent at the Corporate Trust Office duly endorsed for transfer to the Company or in 

  
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blank and with duly completed settlement instructions in the form attached thereto, or if such Purchase Contract is represented by a Global Security, surrendering the relevant Security (or
causing a reduction in the number of Purchase Contracts represented thereby, if applicable) in compliance with the Applicable Procedures of the Depositary; and 

(b) the payment of any transfer or similar taxes payable pursuant to Section 4.11. 

Section 4.05. Mandatory Settlement on the Mandatory Settlement Date. 

(a) On the Mandatory Settlement Date, subject to satisfaction of the conditions set forth in Section 4.04 by a Holder with respect to any of
its Purchase Contracts, the Company shall cause a number of WGP Common Units (subject to Section 4.05(b)) per Purchase Contract equal to the Settlement Rate to be delivered, together with payment of (i) any cash payable in lieu of
fractional WGP Common Units pursuant to Section 4.13 and (ii) any dividends or distributions with respect to such WGP Common Units constituting part of the Purchase Contract Settlement Fund (but without any interest thereon), to such Holder by
book-entry transfer or other appropriate procedures pursuant to Section 4.11. The Person in whose name any WGP Common Units shall be deliverable upon settlement of any Purchase Contract on the Mandatory Settlement Date shall become the holder of
record of such WGP Common Units as of the close of business on the last Trading Day of the 20 consecutive Trading Day period during which the Applicable Market Value of WGP Common Units is determined. 

(b) (i) Unless an APC Delisting has occurred and is continuing, the Company may elect to settle all (but not less than all) of the Purchase
Contracts on the Mandatory Settlement Date by issuing and delivering shares of APC Stock (an “APC Mandatory Settlement Election”) instead of delivering WGP Common Units as described in Section 4.05(a). The Company must make an APC
Mandatory Settlement Election by delivering to Holders and the Purchase Contract Agent an irrevocable notice of such election prior to the 33rd Scheduled Trading Day immediately preceding the Scheduled Mandatory Settlement Date. If the Company does
not deliver such a notice prior to the 33rd Scheduled Trading Day immediately preceding the Scheduled Mandatory Settlement Date, and the Company is not obligated to make an APC Mandatory Settlement Election pursuant to Section 4.05(b)(iii), the
Company shall settle all Purchase Contracts on the Mandatory Settlement Date by delivering WGP Common Units pursuant to Section 4.05(a). If the Company makes an APC Mandatory Settlement Election, on the Mandatory Settlement Date, subject to
satisfaction of the conditions set forth in Section 4.04 by a Holder with respect to any of its Purchase Contracts, the Company shall cause to be delivered a number of shares of APC Stock per Purchase Contract equal to (1) the Settlement Rate,
multiplied by the Applicable Market Value of WGP Common Units (such product, the “Mandatory Settlement Value”), divided by (2) 98% of the Applicable Market Value of APC Stock, together with payment of (x) any
cash payable in lieu of fractional shares of APC Stock pursuant to Section 4.13 and (y) any dividends or distributions with respect to such shares constituting part of the Purchase Contract Settlement Fund (but without any interest thereon), to
such Holder by book-entry transfer or other appropriate procedures pursuant to Section 4.11. The Person in whose name any shares of APC Stock shall be issuable upon settlement of any Purchase Contract on the Mandatory Settlement Date shall become
the holder of record of such shares as of the close of business on the last Trading Day of the 20 consecutive Trading Day period during which the Applicable Market Value of WGP Common Units and APC Stock is determined. 

  
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 (ii) Notwithstanding Section 4.05(b)(i), in no event shall the number of shares
of APC Stock delivered upon settlement of each Purchase Contract exceed the Share Cap. To the extent that the Mandatory Settlement Value exceeds the product of the number of shares of APC Stock delivered in settlement of each Purchase Contract and
98% of the Applicable Market Value of APC Stock, the Company shall have no obligation to pay such excess amount in cash, WGP Common Units or otherwise. 

(iii) If, as of the 34th Scheduled Trading Day immediately preceding the Scheduled Mandatory Settlement Date, the Company has
not made an APC Mandatory Settlement Election and the Company is legally prohibited by applicable law or any order or judgment of any court or other agency of government having jurisdiction over the Company from delivering WGP Common Units in
settlement of the Purchase Contracts, then the Company shall make an APC Mandatory Settlement Election on such day, notwithstanding the occurrence and continuance of any APC Delisting. The Company shall notify the Holders and the Purchase Contract
Agent of an APC Mandatory Settlement Election pursuant to this Section 4.05(b)(iii) no later than the immediately following Business Day. 

Section 4.06. Early Settlement. (a) Subject to and upon compliance with the provisions of this Section 4.06, on
any Trading Day prior to the close of business on the 33rd Scheduled Trading Day immediately preceding the Scheduled Mandatory Settlement Date, the Holder of a Unit or Separate Purchase Contract may elect to settle its Purchase Contracts early, in
whole or in part, and receive a number of WGP Common Units per Purchase Contract equal to the Early Settlement Rate as of the Early Settlement Date (“Early Settlement Right”), subject to Section 4.06(i).  

(b) (i) A Holder’s right to receive WGP Common Units (or, if applicable, shares of APC Stock) upon Early Settlement of any of its
Purchase Contracts is subject to the following conditions: 
 (A) if such Purchase Contract or the Unit that includes such
Purchase Contract is in the form of a Global Security, compliance with the Applicable Procedures of the Depositary for effecting an Early Settlement; if such Purchase Contract or the Unit that includes such Purchase Contract is in the form of a
Definitive Security, delivery of a written and signed notice of election (an “Early Settlement Notice”) in the form attached to the Purchase Contract to the Purchase Contract Agent (with a copy to the Company) electing Early
Settlement of such Purchase Contract; and 
 (B) satisfaction of the conditions set forth in Section 4.04. 

(ii) Unless the Company makes an APC Early Settlement Election, the Early Settlement Right is also subject to the condition
that, if required under U.S. federal securities laws (in the view of counsel, which need not be in the form of a written opinion, 

  
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for the Company), WGP has a Registration Statement in effect with respect to the WGP Common Units and other securities, if any, deliverable upon settlement of a Purchase Contract at the time such
Early Settlement is effected. If such a Registration Statement is so required, (A) the Company shall, promptly after the date on which the Holder attempts to effect an Early Settlement, so notify such Holder, and (B) the Company shall use
its commercially reasonable efforts to cause WGP (and the issuer of such other securities) to (1) have a Registration Statement in effect covering those WGP Common Units and/or other securities, if any, to be delivered in respect of the
Purchase Contracts being settled and (2) provide a Prospectus in connection therewith, in each case in a form that may be used in connection with such Early Settlement (it being understood that if there is a material business transaction or
development with respect to WGP that has not yet been publicly disclosed, the Company shall not be required to cause WGP to file such Registration Statement or provide such a Prospectus, and the Early Settlement Right will not be available, until
WGP has publicly disclosed such transaction or development; provided that the Company shall use commercially reasonable efforts to cause WGP to make such disclosure as soon as it is commercially reasonable to do so). In the event that a
Holder seeks to exercise its Early Settlement Right and a Registration Statement is required to be effective in connection with the exercise of such right but no such Registration Statement is then effective, the Holder’s exercise of such right
shall be void unless and until such a Registration Statement shall be effective. 
 (c) If a Holder complies with the requirements
set forth in Section 4.06(b)(i)(A) before the close of business on any Business Day, then that Business Day shall be considered the “Early Settlement Notice Date.” If a Holder complies with the requirements set forth in Section
4.06(b)(i)(A) at or after the close of business on any Business Day or at any time on a day that is not a Business Day, then the next succeeding Business Day shall be considered the “Early Settlement Notice Date.” 

(d) Subject to satisfaction of the conditions set forth in Section 4.06(b) (including, if applicable, the condition set forth in Section
4.06(b)(ii)) with respect to any Purchase Contracts, the Company shall cause a number of WGP Common Units per Purchase Contract equal to the Early Settlement Rate as of the Early Settlement Date to be delivered (or, if the Company makes an APC Early
Settlement Election, the number of shares of APC Stock determined as set forth in Section 4.06(i)(i) to be issued and delivered), together with payment of (i) any cash payable in lieu of fractional WGP Common Units or fractional shares of APC
Stock, as the case may be, pursuant to Section 4.13 and (ii) any dividends or distributions with respect to such WGP Common Units or shares of APC Stock, as the case may be, constituting part of the Purchase Contract Settlement Fund (but
without any interest thereon), to such Holder by book-entry transfer or other appropriate procedures pursuant to Section 4.11 on the third Business Day following the Early Settlement Date. The Person in whose name any WGP Common Units shall be
deliverable upon such Early Settlement of a Purchase Contract shall become the holder of record of such WGP Common Units as of the close of business on the relevant Early Settlement Date. The Person in whose name any shares of the APC Stock shall be
issuable upon such Early Settlement of a Purchase Contract shall become the holder of record of such shares of APC Stock as of the close of business on the relevant Early Settlement Date. 

  
 35 







 (e) Upon a Holder’s satisfaction of the conditions set forth in Section 4.06(b)(i)(A) with
respect to Purchase Contracts that are a component of Units, the Company shall execute and the Trustee shall authenticate (pursuant to the Indenture) on behalf of the Holder and deliver to the Holder thereof, at the expense of the Company, Separate
Notes, in same form as the Notes comprising part of the Units, equal to the number of Purchase Contracts as to which such conditions have been complied with. 

(f) In the event that Early Settlement is effected with respect to Purchase Contracts represented by fewer than all the Purchase Contracts
evidenced by a Security, upon such Early Settlement, the Company shall execute and the Purchase Contract Agent and Trustee shall authenticate on behalf of the Holder and deliver to the Holder thereof, at the expense of the Company, a Security
evidencing the Purchase Contracts as to which Early Settlement was not effected. 
 (g) Upon receipt of any Early Settlement Notice pursuant
to Section 4.06(b), the Purchase Contract Agent shall promptly deliver a copy of such Early Settlement Notice to the Company. 
 (h) In the
event that a Holder seeks to exercise its Early Settlement Right, the Company does not make any APC Early Settlement Election in respect of such Early Settlement and the Early Settlement Date does not occur on or prior to the 33rd Scheduled Trading
Day immediately preceding the Scheduled Mandatory Settlement Date (as a result of a failure to satisfy the conditions set forth in Section 4.06(b)(ii) or otherwise), the Holder’s exercise of such Early Settlement Right shall be void and the
provisions of Section 4.05 shall apply. 
 (i) (i) Unless an APC Delisting has occurred and is continuing, in respect of any Early
Settlement Notice Date, the Company may elect to settle all (but not less than all) Purchase Contracts for which holders exercise their Early Settlement Right in shares of APC Stock (an “APC Early Settlement Election”) by delivering
to each such Holder, and the Purchase Contract Agent, an irrevocable notice of such APC Early Settlement Election no later than the close of business on the Trading Day immediately following such Early Settlement Notice Date. If the Company does not
deliver such notice by the close of business on the Trading Day immediately following such Early Settlement Notice Date and the Company is not obligated to make an APC Early Settlement Election pursuant to Section 4.06(i)(iii), the Company shall
settle all Purchase Contracts for which Holders exercise their Early Settlement Right in WGP Common Units pursuant to Section 4.06(a). If the Company makes an APC Early Settlement Election, each such Holder will receive a number of shares of APC
Stock per Purchase Contract equal to (1) the Early Settlement Rate as of the Early Settlement Date, multiplied by the Early Settlement Market Value of WGP Common Units (such product, the “Early Settlement Value”),
divided by (2) 98% of the Early Settlement Market Value of APC Stock. 
 (ii) Notwithstanding Section 4.06(i)(i),
in no event shall the number of shares of APC Stock delivered per Purchase Contract upon Early Settlement exceed the Share Cap. To the extent that the Early Settlement Value exceeds the product of the number of shares of APC Stock delivered upon
Early Settlement of each Purchase Contract and 98% of the Early Settlement Market Value of APC Stock, the Company shall have no obligation to pay such excess amount in cash, WGP Common Units or otherwise. 

  
 36 







 (iii) If, as of any Early Settlement Notice Date, the Company is legally
prohibited by applicable law or any order or judgment of any court or other agency of government having jurisdiction over the Company from delivering WGP Common Units in settlement of the Purchase Contracts, then the Company shall make an APC Early
Settlement Election on such day with respect to any Purchase Contracts with such Early Settlement Notice Date, notwithstanding the occurrence and continuance of any APC Delisting, and the Company shall notify the Holders and the Purchase Contract
Agent of an election pursuant to this Section 4.06(i)(iii) no later than the immediately following Business Day. 

Section 4.07. Early Settlement upon a Fundamental Change. (a) If a Fundamental Change occurs prior to the 33rd
Scheduled Trading Day immediately preceding the Scheduled Mandatory Settlement Date and a Holder exercises the option to effect Early Settlement in respect of any of its Purchase Contracts in connection with such Fundamental Change in accordance
with the procedures set forth in Section 4.07(c), such Holder shall receive a number of WGP Common Units (and cash payable in lieu of any fractional WGP Common Units pursuant to Section 4.13) (or, if a WGP Reorganization Event has occurred, a number
of Units of WGP Exchange Property), subject to Section 4.07(m) and Section 4.07(b), for each such Purchase Contract equal to the Fundamental Change Early Settlement Rate as of the Fundamental Change Early Settlement Date (the right to effect such an
Early Settlement, the “Fundamental Change Early Settlement Right”). An Early Settlement shall be deemed for these purposes to be “in connection with” such Fundamental Change if the Holder satisfies the requirements for
effecting a Fundamental Change Early Settlement of its Purchase Contracts set forth in Section 4.07(c)(i)(A) hereof, during the period beginning on, and including, the Effective Date of such Fundamental Change and ending at the close of business on
the 30th Business Day thereafter (or, if earlier, the third Scheduled Trading Day immediately preceding the Scheduled Mandatory Settlement Date) (the “Fundamental Change Early Settlement Period”). If one or more of the 20 scheduled
Trading Days beginning on, and including, the third Trading Day immediately following the Effective Date of a Fundamental Change is not a Trading Day, and the 20 consecutive Trading Day period described in Section 4.07(e)(ii) would end after the
last day of the Fundamental Change Early Settlement Period, then the Fundamental Change Early Settlement Period shall be extended to the last Trading Day of such 20 consecutive Trading Day period. 

(b) Notwithstanding anything to the contrary herein (including, for the avoidance of doubt, in Section 4.07(m)), in the case of a Fundamental
Change described in clause (b) of the definition of “Fundamental Change” in which all holders of WGP Common Units receive only cash in exchange for their WGP Common Units in such Fundamental Change, for any settlement of a Purchase
Contract following the Effective Date of such Fundamental Change, the consideration due upon any Early Settlement in connection with such Fundamental Change shall be calculated based solely on the Unit Price for the transaction and will be deemed to
be an amount of cash per Purchase Contract equal to the Fundamental Change Early Settlement Rate, multiplied by such Unit Price. 

  
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 (c) (i) A Holder’s exercise of its Fundamental Change Early Settlement Right in respect of
any of its Purchase Contracts is subject to the following conditions: 
 (A) if such Purchase Contract or the Unit that
includes such Purchase Contract is in the form of a Global Security, compliance with the Applicable Procedures of the Depositary for effecting an Early Settlement; if such Purchase Contract or the Unit that includes such Purchase Contract is in the
form of a Definitive Security, delivery of a an Early Settlement Notice in the form attached to the Purchase Contract to the Purchase Contract Agent (with a copy to the Company) electing Early Settlement of such Purchase Contract; and 

(B) satisfaction of the conditions set forth in Section 4.04. 

(ii) Unless the Company makes an APC Fundamental Change Early Settlement Election, the Fundamental Change Early Settlement
Right is also subject to the condition that, if required under U.S. federal securities laws (in the view of counsel, which need not be in the form of a written opinion, for the Company), WGP has a Registration Statement in effect with respect to the
WGP Common Units and other securities, if any, deliverable upon settlement of a Purchase Contract at the time such Fundamental Change Early Settlement is effected. If such a Registration Statement is so required, (A) the Company shall, promptly
after the Effective Date of the Fundamental Change, so notify such Holder, and (B) the Company shall use its commercially reasonable efforts to cause WGP (and the issuer of any such other securities) to (1) have in effect throughout the
Fundamental Change Early Settlement Period, and until the WGP Common Units and/or other securities are delivered in settlement of any Purchase Contracts in connection with the relevant Fundamental Change, a Registration Statement covering the WGP
Common Units and other securities, if any, to be delivered in respect of the Purchase Contracts being settled and (2) provide a Prospectus in connection therewith, in each case, in a form that may be used in connection with such Fundamental
Change Early Settlement (it being understood that for so long as there is a material business transaction or development with respect to WGP that has not yet been publicly disclosed, the Company shall not be required to cause WGP to file such
Registration Statement or provide such a Prospectus, and the Fundamental Change Early Settlement Right will not be available, until WGP has publicly disclosed such transaction or development; provided that the Company shall use commercially
reasonable efforts to cause WGP to make such disclosure as soon as it is commercially reasonable to do so). In the event that a Holder seeks to exercise its Fundamental Change Early Settlement Right and a Registration Statement is required to be
effective in connection with the exercise of such right but no such Registration Statement is then effective, the Holder’s exercise of such right shall be void unless and until such a Registration Statement shall be effective. 

(d) The Company shall provide the Purchase Contract Agent, the Trustee and the Holders of Units and Separate Purchase Contracts with a notice
of a Fundamental Change within three Business Days after its occurrence, issue a press release announcing the Effective Date and post such press release on its website. The notice shall set forth (i) the events causing such Fundamental Change,
(ii) the Effective Date of the Fundamental Change, (iii) the procedures that a Holder must follow to exercise the Fundamental Change Early Settlement Right, (iv) if any outstanding Securities are Definitive Securities, the name and
address of the Purchase Contract Agent, (v) the applicable Fundamental Change Early Settlement Rate, (vi) whether the Company has made an APC Fundamental Change Early Settlement Election, (vii) if the Company has not


  
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made an APC Fundamental Change Early Settlement Election, the date on which the Company expects the condition set forth in Section 4.07(c)(ii) to be satisfied, (viii) if not solely WGP
Common Units, the kind and amount of cash, securities and other property receivable by the Holder upon settlement and (ix) the deadline by which each Holder’s Fundamental Change Early Settlement Right must be exercised. 

(e) The “Fundamental Change Early Settlement Rate” shall be determined by the Company by reference to the table in Section
4.07(g), based on the date on which the Fundamental Change occurs or becomes effective (the “Effective Date”) and the unit price (the “Unit Price”) in the Fundamental Change, which shall be: 

(i) in the case of a Fundamental Change described in clause (b) of the definition thereof in which all holders of WGP
Common Units receive only cash in exchange for their WGP Common Units in such Fundamental Change, the cash amount paid per WGP Common Unit; and 

(ii) in all other cases, the average of the Daily VWAPs of WGP Common Units (or, if applicable, WGP Exchange Property) over the
20 consecutive Trading Day period beginning on, and including, the third Trading Day immediately following the Effective Date. 
 (f) The
Unit Prices set forth in the first column of the table in Section 4.07(g) shall be adjusted as of any date on which any Fixed Settlement Rate is otherwise adjusted. The adjusted Unit Prices shall equal the Unit Prices applicable immediately prior to
such adjustment, multiplied by a fraction, the numerator of which is the Maximum Settlement Rate immediately prior to the adjustment giving rise to the Unit Price adjustment and the denominator of which is the Maximum Settlement Rate as so
adjusted. The Fundamental Change Early Settlement Rates per Purchase Contract in the table in Section 4.07(g) shall be adjusted at the same time and in the same manner as the Fixed Settlement Rates as set forth in Section 5.01. 

(g) The following table sets forth the Fundamental Change Early Settlement Rate per Purchase Contract for each Unit Price and Effective Date
set forth below: 
  

																	
	 	  	Effective Date	 
	 Unit Price
	  	June 10,
2015	 	  	June 7,
2016	 	  	June 7,
2017	 	  	June 7,
2018	 
	 $30.00
	  	 	0.6896	  	  	 	0.7440	  	  	 	0.8025	  	  	 	0.8591	  
	 $40.00
	  	 	0.6920	  	  	 	0.7408	  	  	 	0.7989	  	  	 	0.8591	  
	 $45.00
	  	 	0.6884	  	  	 	0.7338	  	  	 	0.7897	  	  	 	0.8591	  
	 $50.00
	  	 	0.6838	  	  	 	0.7255	  	  	 	0.7771	  	  	 	0.8591	  
	 $55.00
	  	 	0.6788	  	  	 	0.7168	  	  	 	0.7629	  	  	 	0.8591	  
	 $58.20
	  	 	0.6758	  	  	 	0.7115	  	  	 	0.7538	  	  	 	0.8591	  
	 $60.00
	  	 	0.6741	  	  	 	0.7087	  	  	 	0.7487	  	  	 	0.8333	  
	 $65.00
	  	 	0.6699	  	  	 	0.7014	  	  	 	0.7359	  	  	 	0.7692	  
	 $69.84
	  	 	0.6665	  	  	 	0.6954	  	  	 	0.7254	  	  	 	0.7159	  


  
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	 	  	Effective Date	 
	 Unit Price
	  	June 10,
2015	 	  	June 7,
2016	 	  	June 7,
2017	 	  	June 7,
2018	 
	 $75.00
	  	 	0.6634	  	  	 	0.6901	  	  	 	0.7163	  	  	 	0.7159	  
	 $85.00
	  	 	0.6592	  	  	 	0.6828	  	  	 	0.7046	  	  	 	0.7159	  
	 $90.00
	  	 	0.6577	  	  	 	0.6804	  	  	 	0.7010	  	  	 	0.7159	  
	 $100.00
	  	 	0.6560	  	  	 	0.6772	  	  	 	0.6969	  	  	 	0.7159	  
	 $125.00
	  	 	0.6554	  	  	 	0.6751	  	  	 	0.6948	  	  	 	0.7159	  
	 $150.00
	  	 	0.6569	  	  	 	0.6759	  	  	 	0.6954	  	  	 	0.7159	  
	 $175.00
	  	 	0.6588	  	  	 	0.6773	  	  	 	0.6963	  	  	 	0.7159	  

 The exact Unit Price and Effective Date may not be set forth in the table above, in which case: 

(i) if the applicable Unit Price is between two Unit Prices in the table or the Effective Date is between two Effective Dates
in the table, the Fundamental Change Early Settlement Rate shall be determined by a straight-line interpolation between the Fundamental Change Early Settlement Rates set forth for the higher and lower Unit Prices and the earlier and later Effective
Dates, as applicable, based on a 365-day year; 
 (ii) if the applicable Unit Price is greater than $175.00 per WGP Common
Unit (subject to adjustment in the same manner as the Unit Prices set forth in the column headings of the table above), the Fundamental Change Early Settlement Rate shall be the Minimum Settlement Rate; or 

(iii) if the applicable Unit Price is less than $30.00 per WGP Common Unit (subject to adjustment in the same manner as the
Unit Prices set forth in the column headings of the table above) (the “Minimum Unit Price”), the Fundamental Change Early Settlement Rate shall be determined as if the Unit Price equaled the Minimum Unit Price, and using
straight-line interpolation, as described in clause (i) of this Section 4.07(g), if the Effective Date is between two Effective Dates in the table. 
 The
maximum number of WGP Common Units deliverable under a Purchase Contract is 0.8591, subject to adjustment at the same time and in the same manner as the Fixed Settlement Rates as set forth under Section 5.01. 

(h) If a Holder exercises its Fundamental Change Early Settlement Right following a WGP Reorganization Event, the Company shall deliver to
such Holder or the Purchase Contract Agent on behalf of such Holder, a number of Units of WGP Exchange Property equal to the number of WGP Common Units the Company would otherwise be required to deliver, pursuant to Section 5.02. 

(i) Subject to satisfaction of all applicable conditions set forth in Section 4.07(c) with respect to any of a Holder’s Purchase
Contracts, the Company shall (A) cause to be delivered a number of WGP Common Units (or, if a WGP Reorganization Event has occurred, a number of Units of WGP Exchange Property) determined as set forth in this Section 4.07, (B) cause to be


  
 40 







 
issued and delivered the number of shares of APC Stock determined as set forth in Section 4.07(m) or (C) cause to be delivered the amount of cash determined as set forth in Section 4.07(b),
as the case may be, as a result of such Holder’s exercise of the Fundamental Change Early Settlement Right, together with payment of (i) any cash payable in lieu of fractional WGP Common Units or fractional shares of APC Stock, as the case
may be, pursuant to Section 4.13 and (ii) any dividends or distributions with respect to such WGP Common Units or shares of APC Stock, as the case may be, constituting part of the Purchase Contract Settlement Fund (but without any interest
thereon), to such Holder by book-entry transfer or other appropriate procedures pursuant to Section 4.11 on the third Business Day following the Fundamental Change Early Settlement Date. The Person in whose name any WGP Common Units shall be
deliverable following exercise of a Holder’s Fundamental Change Early Settlement Right shall become the holder of record of such WGP Common Units as of the close of business on the Fundamental Change Early Settlement Date. The Person in whose
name any shares of APC Stock shall be issuable following exercise of a Holder’s Fundamental Change Early Settlement Right shall become the holder of record of such shares of APC Stock as of the close of business on the Fundamental Change Early
Settlement Date. 
 (j) Upon a Holder’s satisfaction of the conditions set forth in Section 4.07(c)(i)(A) with respect to Purchase
Contracts that are a component of Units, the Company shall execute and the Trustee shall authenticate (pursuant to the Indenture) on behalf of the Holder and deliver to the Holder thereof, at the expense of the Company, Separate Notes, in same form
as the Notes comprising part of the Units, equal to the number of Purchase Contracts as to which such conditions have been complied with. 

(k) If a Holder exercises its Fundamental Change Early Settlement Right with respect to Purchase Contracts represented by less than all the
Purchase Contracts evidenced by a Security, upon such Fundamental Change Early Settlement, the Company shall execute and the Purchase Contract Agent and Trustee shall authenticate on behalf of the Holder and deliver to the Holder thereof, at the
expense of the Company, a Security evidencing the Purchase Contracts as to which a Fundamental Change Early Settlement was not effected. 

(l) In the event that a Holder seeks to exercise its Fundamental Change Early Settlement Right, the Company does not make any APC Fundamental
Change Early Settlement Election in respect of such Fundamental Change and the Fundamental Change Early Settlement Date does not occur on or prior to the 33rd Scheduled Trading Day immediately preceding the Scheduled Mandatory Settlement Date (as a
result of Section 4.07(c)(ii) or otherwise), the Holder’s exercise of such Fundamental Change Early Settlement Right shall be void and the provisions of Section 4.05 shall apply. 

(m) (i) In respect of any Fundamental Change (other than a Fundamental Change described in clause (b) of the definition of
“Fundamental Change” in which all holders of WGP Common Units receive only cash in exchange for their WGP Common Units in such Fundamental Change), unless an APC Delisting has occurred and is continuing, the Company may elect to settle all
(but not less than all) Purchase Contracts for which Holders exercise their Fundamental Change Early Settlement Right with respect to such Fundamental Change in shares of APC Stock (an “APC Fundamental Change Early Settlement
Election”). The Company must make any APC Fundamental Change Early Settlement Election in respect of a Fundamental 

  
 41 







 
Change by delivering to all Holders and the Purchase Contract Agent an irrevocable notice of such election prior to the close of business on the second Trading Day immediately following the
Effective Date of such Fundamental Change. If the Company does not deliver such notice prior to the close of business on the second Trading Day immediately following the Effective Date of such Fundamental Change and the Company is not obligated to
make an APC Fundamental Change Early Settlement Election pursuant to Section 4.07(m)(iii), the Company shall settle all Purchase Contracts for which Holders exercise their Fundamental Change Early Settlement Right in respect of such Fundamental
Change in WGP Common Units pursuant to Section 4.07(a). If the Company makes an APC Fundamental Change Early Settlement Election in respect of a Fundamental Change, Holders shall receive as a result of an exercise of their Fundamental Change Early
Settlement Right a number of shares of APC Stock per Purchase Contract equal to (a) the Fundamental Change Early Settlement Rate as of the Fundamental Change Early Settlement Date, multiplied by the Unit Price (such product, the
“Fundamental Change Early Settlement Value”), divided by (b) 98% of the Fundamental Change Market Value of APC Stock. 

(ii) Notwithstanding Section 4.07(m)(i), in no event shall the number of shares of APC Stock delivered per Purchase Contract
upon a Fundamental Change Early Settlement exceed the Share Cap. To the extent that the Fundamental Change Early Settlement Value exceeds the product of the number of shares of APC Stock delivered upon Early Settlement of each Purchase Contract in
connection with a Fundamental Change and 98% of the Fundamental Change Market Value of APC Stock, the Company shall have no obligation to pay such excess amount in cash, WGP Common Units, WGP Exchange Property or otherwise. 

(iii) If, as of the close of business on the second Trading Day immediately following the Effective Date of any Fundamental
Change, the Company has not made an APC Fundamental Change Early Settlement Election and the Company is legally prohibited by applicable law or any order or judgment of any court or other agency of government having jurisdiction over the Company
from delivering WGP Common Units in settlement of the Purchase Contracts, then the Company shall make an APC Fundamental Change Early Settlement Election on such day in respect of such Fundamental Change, notwithstanding the occurrence and
continuance of any APC Delisting, and the Company shall notify the Holders and the Purchase Contract Agent of an election pursuant to this Section 4.07(m)(iii) no later than the immediately following Business Day. 

(n) If a Holder does not elect to exercise the Fundamental Change Early Settlement Right, such Holder’s Purchase Contracts shall remain
outstanding and shall be subject to normal settlement on any subsequent Settlement Date, including, if applicable, the provisions set forth in Section 5.02. 

Section 4.08. [Reserved]. 

Section 4.09. [Reserved]. 

  
 42 







 Section 4.10. Acceleration of Mandatory Settlement Date. If a
Bankruptcy Event occurs at any time on or before the last Trading Day of the 20 consecutive Trading Day period during which the Applicable Market Value is determined (the day on which such Bankruptcy Event occurs, the “Acceleration
Date”), the Mandatory Settlement Date shall automatically be accelerated to the third Business Day immediately following the Acceleration Date and Holders of Purchase Contracts shall be entitled to receive, upon settlement of the
Purchase Contracts on such accelerated Mandatory Settlement Date, a number of WGP Common Units per Purchase Contract equal to the Maximum Settlement Rate in effect immediately prior to the Acceleration Date (regardless of the market value of the WGP
Common Units at that time) or, at the Company’s election within one Business Day of the Acceleration Date, a number of shares of APC Stock of equivalent value (as reasonably determined by the Board of Directors). The Company shall cause to be
delivered the WGP Common Units, shares of APC Stock or Units of Exchange Property, as the case may be, as a result of any such acceleration of the Mandatory Settlement Date in accordance with the provisions set forth in Section 4.05, except that
(i) such delivery shall be made on the accelerated Mandatory Settlement Date, and (ii) the Person in whose name any WGP Common Units or shares of APC Stock shall be issuable following such acceleration shall become the holder of record of
such WGP Common Units or shares of APC Stock, as the case may be, as of the close of business on the Acceleration Date. 

Section 4.11. Registration of Underlying Shares and Transfer Taxes. Any WGP Common Units deliverable upon settlement
of the Purchase Contracts shall be registered in the name of the Holder or the Holder’s designee as specified in the settlement instructions provided by the Holder to the Purchase Contract Agent, and the Company will pay all documentary, stamp
or similar issue or transfer taxes attributable to the delivery thereof, unless any such tax is payable in respect of any registration of such WGP Common Units in a name of a Person other than the Person in whose name the Security evidencing such
Purchase Contract is registered, in which case the Company shall not be required to pay any such tax and no such registration shall be made unless the Person requesting such registration has paid any such taxes required by reason of such
registration in a name of a Person other than the Person in whose name the Security evidencing such Purchase Contract is registered or has established to the satisfaction of the Company that such tax either has been paid or is not payable. Any
shares of APC Stock issuable upon settlement of the Purchase Contracts shall be registered in the name of the Holder or the Holder’s designee as specified in the settlement instructions provided by the Holder to the Purchase Contract Agent, and
the Company will pay all documentary, stamp or similar issue or transfer taxes attributable to the issuance thereof, unless any such tax is payable in respect of any registration of such shares in a name of a Person other than the Person in whose
name the Security evidencing such Purchase Contract is registered, in which case the Company shall not be required to pay any such tax and no such registration shall be made unless the Person requesting such registration has paid any such taxes
required by reason of such registration in a name of a Person other than the Person in whose name the Security evidencing such Purchase Contract is registered or has established to the satisfaction of the Company that such tax either has been paid
or is not payable.  
 Section 4.12. Return of Purchase Contract Settlement Fund. In the event a Holder
fails to effect surrender or delivery of its Units or Purchase Contracts, if required hereunder, on or following the applicable Settlement Date in accordance with the provisions hereof, any cash 


  
 43 







 
constituting part of the Purchase Contract Settlement Fund that is held by the Purchase Contract Agent, including any dividends or distributions with respect to the WGP Common Units or shares of
APC Stock, as the case may be, constituting part of the Purchase Contract Settlement Fund, shall be held in the name of the Purchase Contract Agent or its nominee in trust for the benefit of such Holder, until the earlier to occur of: 

(i) the surrender of the relevant Units or Separate Purchase Contracts for settlement in accordance with the provisions hereof
or receipt by the Company and the Purchase Contract Agent from such Holder of satisfactory evidence that such Units or Separate Purchase Contracts have been destroyed, lost or stolen, together with any indemnity that may be required by the Purchase
Contract Agent and the Company; and 
 (ii) the passage of two years from the applicable Settlement Date, following which the
Purchase Contract Agent shall pay to the Company such Holder’s share of such cash, including any dividends or distributions with respect to the WGP Common Units or shares of APC Stock, as the case may be, constituting part of the Purchase
Contract Settlement Fund; provided, however, that prior to receiving any such payment, the Company shall mail to each such Holder notice that such property remains unclaimed and that, after a date specified therein, which shall not be
less than 30 days from the date of such mailing, any unclaimed balance of such property then remaining will be repaid to the Company. After payment to the Company, (A) Holders entitled to such property must look to the Company for payment as
general creditors, unless applicable abandoned property law designates another Person, and (B) all liability of the Purchase Contract Agent with respect to such property shall cease. 

Section 4.13. No Fractional Common Units or Shares. No fractional WGP Common Units or scrip certificates
representing fractional WGP Common Units shall be delivered to Holders upon settlement of the Purchase Contracts. In lieu of any fractional WGP Common Units that would otherwise be deliverable upon settlement of any Purchase Contracts, a Holder of a
Purchase Contract shall be entitled to receive an amount in cash equal to the fraction of a WGP Common Unit, calculated on an aggregate basis in respect of the Purchase Contracts being settled, multiplied by the Daily VWAP of the WGP Common
Units on the Trading Day immediately preceding the Mandatory Settlement Date, Early Settlement Date or Fundamental Change Early Settlement Date, as the case may be. No fractional shares or scrip certificates representing fractional shares of APC
Stock shall be issued or delivered to Holders upon settlement of the Purchase Contracts. In lieu of any fractional shares of APC Stock that would otherwise be issuable upon settlement of any Purchase Contracts, a Holder of a Purchase Contract shall
be entitled to receive an amount in cash equal to the fraction of a share of APC Stock, calculated on an aggregate basis in respect of the Purchase Contracts being settled, multiplied by the Daily VWAP of the APC Stock on the Trading Day
immediately preceding the Mandatory Settlement Date, Early Settlement Date or Fundamental Change Early Settlement Date, as the case may be. The Company shall provide the Purchase Contract Agent with sufficient funds to permit the Purchase Contract
Agent to make all cash payments required by this Section 4.13 in a timely manner.  

  
 44 







 ARTICLE 5 

ADJUSTMENTS 

Section 5.01. Adjustments to the Fixed Settlement Rates. (a) Each Fixed Settlement Rate shall be subject to
adjustment, without duplication, upon: 
 (i) The issuance of WGP Common Units as a dividend or distribution to all or
substantially all of the holders of WGP Common Units, or a subdivision or combination of WGP Common Units, in which event each Fixed Settlement Rate shall be adjusted based on the following formula: 

 

							
			SR1 = SR0 ×		
    OS1    

		
			OS0		

 where, 
  

					
	SR0		=		the Fixed Settlement Rate in effect immediately prior to the close of business on the Record Date for such dividend or distribution or immediately prior to the open of business on the effective date for such subdivision or
combination, as the case may be;
			
	SR1		=		the Fixed Settlement Rate in effect immediately after the close of business on such Record Date or immediately after the open of business on such effective date, as the case may be;
			
	OS0		=		the number of WGP Common Units outstanding immediately prior to the close of business on such Record Date or immediately prior to the open of business on such effective date, as the case may be (in either case, prior to giving
effect to such event); and
			
	OS1		=		the number of WGP Common Units that would be outstanding immediately after giving effect to such dividend, distribution, subdivision or combination.

 Any adjustment made pursuant to this clause (i) will become effective immediately after the
close of business on the Record Date for such dividend or distribution, or immediately after the open of business on the effective date for such WGP Common Unit subdivision or WGP Common Unit combination, as the case may be. If any dividend or
distribution of the type described in this clause (i) is declared but not so paid or made, each Fixed Settlement Rate shall be immediately readjusted, effective as of the date WGP’s general partner’s board of directors publicly announces
its decision not to pay or make such dividend or distribution, to such Fixed Settlement Rate that would then be in effect if such dividend or distribution had not been declared. For the purposes of this clause (i), the number of WGP Common Units
outstanding immediately prior to the close of business on the Record Date for such dividend or distribution or the open of business on the effective date for such WGP Common Unit subdivision or WGP Common Unit combination, as applicable, shall not
include WGP Common Units held in treasury by WGP but shall include any WGP Common Units issuable in respect of any scrip certificates issued in lieu of fractions of WGP Common Units. The Company shall cause WGP not to pay any dividend or make any
distribution on WGP Common Units held in treasury by WGP. 

  
 45 







 (ii) The issuance to all or substantially all holders of WGP Common Units of
rights, options or warrants entitling such holders for a period expiring 45 calendar days or less from the date of issuance of such rights, options or warrants, to subscribe for or purchase WGP Common Units at a price per WGP Common Unit less than
the average of the Daily VWAPs of the WGP Common Units for the 10 consecutive Trading Day period ending on the Trading Day immediately preceding the date of announcement for such issuance, in which event each Fixed Settlement Rate shall be increased
based on the following formula: 
  

							
			SR1 = SR0 ×		
    OS0 + X  
  
		
			OS0 + Y		

 where, 
  

					
	SR0		=		the Fixed Settlement Rate in effect immediately prior to the close of business on the Record Date for such issuance;
			
	SR1		=		the Fixed Settlement Rate in effect immediately after the close of business on such Record Date;
			
	OS0		=		the number of WGP Common Units outstanding immediately prior to the close of business on such Record Date;
			
	X		=		the total number of WGP Common Units issuable pursuant to such rights, options or warrants; and
			
	Y		=		the total number of WGP Common Units equal to the aggregate price payable to exercise such rights, options or warrants, divided by the average of the Daily VWAPs of WGP Common Units for the 10 consecutive Trading Day period
ending on the Trading Day immediately preceding the date of announcement for such issuance.

 Any increase made pursuant to this clause (ii) shall be made successively whenever any such
rights, options or warrants are issued and shall become effective immediately after the close of business on the Record Date for such issuance. In the event that such rights, options or warrants described in this clause (ii) are not so issued, each
Fixed Settlement Rate shall be immediately readjusted, effective as of the date WGP’s general partner’s board of directors publicly announces its decision not to issue such rights, options or warrants, to such Fixed Settlement Rate that
would then be in effect if such issuance had not been declared. To the extent that such rights, options or warrants are not exercised prior to their expiration or WGP Common Units are otherwise not delivered pursuant to such rights, options or
warrants upon the exercise of such rights, options or warrants, each Fixed Settlement Rate shall be immediately readjusted, effective as of the date of such expiration or the date of such exercise, as the case may be, to such Fixed Settlement Rate
that would then be in effect had the adjustment with respect to the issuance of such rights, options or warrants been made on the basis of the delivery of only the number of WGP Common Units actually delivered. 

  
 46 







 In determining whether any rights, options or warrants entitle the holders of WGP
Common Units to subscribe for or purchase WGP Common Units at less than such average of the Daily VWAPs of WGP Common Units for the 10 consecutive Trading Day period ending on the Trading Day immediately preceding the date of announcement for such
issuance, and in determining the aggregate price payable to exercise such rights, options or warrants, there shall be taken into account any consideration received by WGP for such rights, options or warrants and any amount payable on exercise or
conversion thereof, the value of such consideration, if other than cash, to be determined by the Board of Directors. 
 For
the purposes of this clause (ii), the number of WGP Common Units at the time outstanding shall not include WGP Common Units held in treasury by WGP but shall include any WGP Common Units issuable in respect of any scrip certificates issued in lieu
of fractions of WGP Common Units. The Company shall cause WGP not to issue any such rights, options or warrants in respect of WGP Common Units held in treasury by WGP. 

(iii) The dividend or other distribution to all or substantially all holders of WGP Common Units of units of equity securities
of WGP (other than WGP Common Units), evidences of WGP’s indebtedness, WGP’s assets or rights, options or warrants to acquire equity securities of WGP, indebtedness or assets (excluding (1) any dividend, distribution or issuance as to
which an adjustment was effected pursuant to Section 5.01(a)(i) or Section 5.01(a)(ii), (2) any dividend or distribution paid exclusively in cash as to which the provisions set forth in Section 5.01(a)(iv) shall apply and (3) Spin-Offs as
to which the provisions set forth below in this Section 5.01(a)(iii) shall apply), in which event each Fixed Settlement Rate shall be increased based on the following formula: 

 

							
			SR1 = SR0 ×    		         SP0        
		
			SP0 – FMV		

 where, 
  

					
	SR0		=		the Fixed Settlement Rate in effect immediately prior to the close of business on the Record Date for such dividend or distribution;
			
	SR1		=		the Fixed Settlement Rate in effect immediately after the close of business on such Record Date;
			
	SP0		=		the average of the Daily VWAPs of WGP Common Units for the 10 consecutive Trading Day period ending on the Trading Day immediately preceding the Ex-Date for such dividend or distribution; and
			
	FMV		=		the Fair Market Value, on the Ex-Date for such dividend or distribution, of the units of equity securities of WGP, evidences of WGP’s indebtedness, WGP’s assets or rights, options or warrants so distributed, expressed as
an amount per WGP Common Unit.


  
 47 







 If “FMV” (as defined above) is equal to or greater than “SP0” (as defined above) or if the difference between SP0 and FMV is less than $1.00, in lieu of the foregoing adjustment, provision shall
be made for each Holder of a Unit or Separate Purchase Contract to receive, for each Unit or Separate Purchase Contract, at the same time and upon the same terms as holders of WGP Common Units, the kind and amount of equity securities of WGP,
evidences of WGP’s indebtedness, WGP’s assets or rights, options or warrants that such Holder would have received if such Holder owned a number of WGP Common Units equal to the Maximum Settlement Rate in effect on the Record Date for the
dividend or distribution. 
 Any increase made pursuant to the portion of this clause (iii) above shall become effective
immediately after the close of business on the Record Date for such dividend or distribution. In the event that such dividend or distribution is not so paid or made, each Fixed Settlement Rate shall be readjusted, effective as of the date WGP’s
general partner’s board of directors publicly announces its decision not to pay or make such dividend or distribution, to such Fixed Settlement Rate that would then be in effect if such dividend or distribution had not been declared. 

If the transaction that gives rise to an adjustment pursuant to this Section 5.01(a)(iii) is a Spin-Off, then each Fixed
Settlement Rate shall instead be increased based on the following formula: 
  

							
			SR1 = SR0 ×    		
    FMV0 + MP0    
		
			MP0		

 where, 
  

					
	SR0		=		the Fixed Settlement Rate in effect immediately prior to the close of business on the last Trading Day of the 10 consecutive Trading Day period commencing on, and including, the effective date for the Spin-Off;
			
	SR1		=		the Fixed Settlement Rate in effect immediately after the close of business on the last Trading Day of the 10 consecutive Trading Day period commencing on, and including, the effective date for the Spin-Off;
			
	FMV0		=		the average of the Daily VWAPs of the Capital Stock or similar equity interests distributed to holders of WGP Common Units applicable to one WGP Common Unit for the 10 consecutive Trading Day period commencing on, and including, the
effective date for the Spin-Off; and
			
	MP0		=		the average of the Daily VWAPs of the WGP Common Units for the 10 consecutive Trading Day period commencing on, and including, the effective date for the Spin-Off.


  
 48 







 Any increase made pursuant to this portion of this clause (iii) shall become
effective immediately after the close of business on the last Trading Day of the 10 consecutive Trading Day period commencing on, and including, the effective date for the Spin-Off; provided that, if any date for determining the number of WGP
Common Units deliverable to a Holder occurs during the 10 consecutive Trading Day period commencing on, and including, the effective date for the Spin-Off, references in the preceding paragraph to 10 consecutive Trading Days shall be deemed to be
replaced with such lesser number of consecutive Trading Days as have elapsed between the beginning of the 10 consecutive Trading Day period and such determination date for purposes of determining the Fixed Settlement Rates. In the event that such
distribution described in this clause (iii) is not so made, each Fixed Settlement Rate shall be readjusted, effective as of the date WGP’s general partner’s board of directors publicly announces its decision not to pay such distribution,
to such Fixed Settlement Rate that would then be in effect if such distribution had not been declared. 
 For purposes of
this Section 5.01(a)(iii) (and subject in all respect to Section 5.01(b)), rights, options or warrants distributed by WGP to all holders of WGP Common Units entitling them to subscribe for or purchase units of equity securities of WGP, including WGP
Common Units (either initially or under certain circumstances), which rights, options or warrants, until the occurrence of a specified event or events (“Trigger Event”): (i) are deemed to be transferred with such WGP Common
Units; (ii) are not exercisable; and (iii) are also issued in respect of future issuances of WGP Common Units, shall be deemed not to have been distributed for purposes of this Section 5.01(a)(iii) (and no adjustment to the Fixed
Settlement Rates under this Section 5.01(a)(iii) will be required) until the occurrence of the earliest Trigger Event, whereupon such rights, options or warrants shall be deemed to have been distributed and an appropriate adjustment (if any is
required) to the Fixed Settlement Rates shall be made under this Section 5.01(a)(iii). If any such right, option or warrant, including any such existing rights, options or warrants distributed prior to the date of this Agreement, are subject to
events, upon the occurrence of which such rights, options or warrants become exercisable to purchase different securities, evidences of indebtedness or other assets, then the date of the occurrence of any and each such event shall be deemed to be
the date of distribution and Record Date with respect to new rights, options or warrants with such rights (in which case the existing rights, options or warrants shall be deemed to terminate and expire on such date without exercise by any of the
holders thereof). In addition, in the event of any distribution (or deemed distribution) of rights, options or warrants, or any Trigger Event or other event (of the type described in the immediately preceding sentence) with respect thereto that was
counted for purposes of calculating a distribution amount for which an adjustment to the Fixed Settlement Rates under this Section 5.01(a)(iii) was made, (1) in the case of any such rights, options or warrants that shall all have been redeemed
or purchased without exercise by any holders thereof, upon such final redemption or purchase (x) the Fixed Settlement Rates shall be readjusted as if such rights, options or warrants had not been issued and (y) the Fixed


  
 49 







 
Settlement Rates shall then again be readjusted to give effect to such distribution, deemed distribution or Trigger Event, as the case may be, as though it were a cash distribution, equal to the
per WGP Common Unit redemption or purchase price received by a holder or holders of WGP Common Units with respect to such rights, options or warrants (assuming such holder had retained such rights, options or warrants), made to all holders of WGP
Common Units as of the date of such redemption or purchase, and (2) in the case of such rights, options or warrants that shall have expired or been terminated without exercise by any holders thereof, the Fixed Settlement Rates shall be
readjusted as if such rights, options and warrants had not been issued. 
 For purposes of Section 5.01(a)(i), Section
5.01(a)(ii) and this Section 5.01(a)(iii), if any dividend or distribution to which this Section 5.01(a)(iii) is applicable also includes one or both of: 

(A) a dividend or distribution of WGP Common Units to which Section 5.01(a)(i) is applicable (the “Clause I
Distribution”); or 
 (B) a dividend or distribution of rights, options or warrants to which Section 5.01(a)(ii) is
applicable (the “Clause II Distribution”), 
 then, in either case, (1) such dividend or distribution, other than the
Clause I Distribution and the Clause II Distribution, shall be deemed to be a dividend or distribution to which this Section 5.01(a)(iii) is applicable (the “Clause III Distribution”) and any Fixed Settlement Rate adjustment
required by this Section 5.01(a)(iii) with respect to such Clause III Distribution shall then be made, and (2) the Clause I Distribution and Clause II Distribution shall be deemed to immediately follow the Clause III Distribution and any Fixed
Settlement Rate adjustment required by Section 5.01(a)(i) and Section 5.01(a)(ii) with respect thereto shall then be made, except that, if determined by the Company (I) the “Record Date” of the Clause I Distribution and the Clause II
Distribution shall be deemed to be the Record Date of the Clause III Distribution and (II) any WGP Common Units included in the Clause I Distribution or Clause II Distribution shall be deemed not to be “outstanding immediately prior to the
close of business on such Record Date” within the meaning of Section 5.01(a)(i) or “outstanding immediately prior to the close of business on such Record Date” within the meaning of Section 5.01(a)(ii). 

(iv) The dividend or distribution to all or substantially all holders of WGP Common Units of exclusively cash, other than a
regular, quarterly cash dividend that does not exceed $0.3425 per WGP Common Unit (the “Initial Dividend Threshold”), in which event, each Fixed Settlement Rate shall be adjusted based on the following formula: 

 

							
			SR1 = SR0 ×		
    SP0 – T 
    
		
			SP0 – C		


  
 50 







 where, 
  

					
	SR0		=		the Fixed Settlement Rate in effect immediately prior to the close of business on the Record Date for such dividend or distribution;
			
	SR1		=		the Fixed Settlement Rate in effect immediately after the close of business on the Record Date for such dividend or distribution;
			
	SP0		=		the average of the Daily VWAPs of WGP Common Units over the 10 consecutive Trading Day period ending on the Trading Day immediately preceding the Ex-Date for such dividend or distribution;
			
	T		=		the Initial Dividend Threshold; provided that if the dividend or distribution is not a regular, quarterly cash dividend, the Initial Dividend Threshold shall be deemed to be zero; and
			
	C		=		the amount in cash per WGP Common Unit that WGP distributes to holders of WGP Common Units.

 The Initial Dividend Threshold shall be subject to adjustment in a manner inversely
proportional to adjustments to the Fixed Settlement Rates; provided that no adjustment shall be made to the Initial Dividend Threshold for any adjustment to the Fixed Settlement Rates pursuant to this Section 5.01(a)(iv). 

If “C” (as defined above) is equal to or greater than
“SP0” (as defined above) or if the difference between SP0 and C is less than $1.00, in lieu of the foregoing adjustment, provision shall be made for each Holder of a Unit or Separate Purchase Contract to receive, for each Unit or Separate Purchase
Contract, at the same time and upon the same terms as holders of WGP Common Units, the amount of cash that such Holder would have received if such Holder owned a number of WGP Common Units equal to the Maximum Settlement Rate on the Record Date for
such cash dividend or distribution. 
 Any increase made pursuant to this clause (iv) shall become effective immediately
after the close of business on the Record Date for such dividend or distribution. In the event that any dividend or distribution described in this clause (iv) is not so made, each Fixed Settlement Rate shall be readjusted, effective as of the date
WGP’s general partner’s board of directors publicly announces its decision not to pay such dividend or distribution, to such Fixed Settlement Rate which would then be in effect if such dividend or distribution had not been declared. 

(v) The purchase by the Company, WGP or one or more Subsidiaries of the Company or WGP of WGP Common Units pursuant to a tender
offer or exchange offer by the Company, WGP or one of the Company’s or WGP’s Subsidiaries for WGP Common Units if the amount of cash and value of any other consideration included in the payment per WGP Common Unit validly tendered or
exchanged exceeds the average of the Daily VWAP per WGP Common Unit for the 10 consecutive Trading Day period commencing on, and including, the Trading Day next succeeding the last date on which tenders or exchanges may be made pursuant to such
tender offer or exchange offer (the 

  
 51 







 
“Tender Offer Expiration Date”), in which event each Fixed Settlement Rate shall be increased based on the following formula: 

 

							
			
SR1 = SR0 ×
		
    FMV + (SP1 
× OS1)    
		
			(OS0 x SP1)		

 where, 
  

					
	SR0		= 		the Fixed Settlement Rate in effect immediately prior to the close of business on the last Trading Day of the 10 consecutive Trading Day period commencing on, and including, the Trading Day next succeeding the Tender Offer
Expiration Date;
			
	SR1		=		the Fixed Settlement Rate in effect immediately after the close of business on the last Trading Day of the 10 consecutive Trading Day period commencing on, and including, the Trading Day next succeeding the Tender Offer
Expiration Date;
			
	FMV 		=		the Fair Market Value of the aggregate value of all cash and any other consideration paid or payable for WGP Common Units purchased in such tender offer or exchange offer;
			
	OS1		=		the number of WGP Common Units outstanding immediately after the last time tenders or exchanges may be made pursuant to such tender offer or exchange offer on the Tender Offer Expiration Date (the “Tender Offer Expiration
Time”) (after giving effect to such tender offer or exchange offer);
			
	OS0		=		the number of WGP Common Units outstanding immediately prior to the Tender Offer Expiration Time (prior to giving effect to such tender offer or exchange offer); and
			
	SP1		=		the average of the Daily VWAPs of the WGP Common Units for the 10 consecutive Trading Day period commencing on, and including, the Trading Day next succeeding the Tender Offer Expiration Date.

 Any increase made pursuant to this clause (v) shall become effective immediately after the
close of business on the last Trading Day of the 10 consecutive Trading Day period commencing on, and including, the Trading Day next succeeding the Tender Offer Expiration Date; provided that, if any date for determining the number of WGP
Common Units deliverable to a Holder occurs during the 10 consecutive Trading Day period commencing on, and including, the Trading Day next succeeding the Tender Offer Expiration Date, references in the preceding paragraph to 10 consecutive Trading
Days shall be deemed to be replaced with such lesser number of consecutive Trading Days as have elapsed between such Tender Offer Expiration Date and such determination date for the purposes of determining the Fixed Settlement Rates. If the Company,
WGP or one of the Company’s or WGP’s Subsidiaries is obligated to purchase WGP Common Units pursuant to any such tender offer or exchange offer, but the Company, WGP or such Subsidiary is permanently prevented by applicable law from
effecting any such purchases, or all such purchases are rescinded, then each Fixed Settlement Rate shall be readjusted to such Fixed Settlement Rate that would then be in effect if such tender offer or exchange offer had not been made. 

  
 52 







 (b) Rights Plans. To the extent that WGP has a rights plan in effect with respect to WGP
Common Units on any date for determining the Applicable Market Value or Early Settlement Market Value of WGP Common Units or the Unit Price, Holders shall receive, in addition to the WGP Common Units, the rights under such rights plan, unless
(i) the Company has made an APC Settlement Election or (ii) prior to such determination date, the rights have separated from the WGP Common Units. If such rights have so separated from the WGP Common Units, each Fixed Settlement Rate shall
be adjusted at the time of such separation as if WGP made a distribution to all holders of WGP Common Units pursuant to Section 5.01(a)(iii), subject to readjustment in the event of the expiration, termination or redemption of such rights. 

(c) Discretionary Adjustments. The Company may make such increases in each Fixed Settlement Rate, in addition to any other
increases required by this Article 5, as the Board of Directors deems in the Company’s best interest; provided that the same proportionate adjustment must be made to each Fixed Settlement Rate.  

(d) Calculation of Adjustments. All adjustments to each Fixed Settlement Rate shall be calculated to the nearest 1/10,000th of a
WGP Common Unit. No adjustment in a Fixed Settlement Rate shall be required unless such adjustment would require an increase or decrease of at least 1.0% therein. If any adjustment is not required to be made by reason of this Section 5.01(d), then
such adjustment shall be carried forward and taken into account in any subsequent adjustment; provided that on any date for determining any Daily VWAP or the number of WGP Common Units deliverable or shares of APC Stock issuable to a Holder,
adjustments to the Fixed Settlement Rates shall be made with respect to any such adjustment carried forward that has not been taken into account before such determination date.  

(e) Adjustments to Prices. Upon each adjustment to the Fixed Settlement Rates pursuant to Section 5.01, an inversely
proportional adjustment shall also be made to the Reference Price. Such adjustment shall be made by dividing the Reference Price by a fraction, the numerator of which shall be the Minimum Settlement Rate immediately after such adjustment pursuant to
Section 5.01 and the denominator of which shall be such Minimum Settlement Rate immediately before such adjustment. For the avoidance of doubt, no separate inversely proportional adjustment shall be made to the Threshold Appreciation Price, because
the Threshold Appreciation Price is equal to the Stated Amount divided by the Minimum Settlement Rate (such quotient rounded to the nearest $0.0001), as adjusted in the manner described herein. Whenever any provision herein requires the
Company to calculate the Daily VWAPs of WGP Common Units over a span of multiple days, the Company shall make appropriate adjustments, if any, to the relevant Daily VWAPs of WGP Common Units to account for any adjustment to the Fixed Settlement
Rates that becomes effective, or any issuance date, Record Date, Ex-Date, effective date or Tender Offer Expiration Date relating to a required adjustment to the Fixed Settlement Rates that occurs, at any time during the period when the Daily VWAPs
of WGP Common Units are to be calculated.  
 (f) Limitation on Adjustments. No adjustment to the Fixed Settlement
Rates shall be made if Holders of Units or any Separate Purchase Contracts may participate in the transaction  

  
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(per Unit or per Purchase Contract, as the case may be, based on the Maximum Settlement Rate) that would otherwise give rise to an adjustment at the same time and on the same terms as holders of
WGP Common Units without having to settle the Purchase Contracts. In addition, except as set forth above, the Fixed Settlement Rates shall not be adjusted for the issuance of WGP Common Units or any securities convertible into or exchangeable for
WGP Common Units or carrying the right to purchase any of the foregoing, or for the repurchase of WGP Common Units. The Fixed Settlement Rates shall not be adjusted: 

(i) upon the issuance of any WGP Common Units pursuant to any present or future plan providing for the reinvestment of
dividends or interest payable on WGP’s securities and the investment of additional optional amounts in WGP Common Units under any plan; 

(ii) upon the issuance of any WGP Common Units, restricted stock or restricted stock units or rights, options or warrants to
purchase those WGP Common Units pursuant to any present or future employee, director or consultant benefit plan or program of or assumed by the Company, WGP or any of the Company’s or WGP’s Subsidiaries; 

(iii) upon the issuance of any WGP Common Units pursuant to any option, warrant, right or exercisable, exchangeable or
convertible security outstanding as of the Issue Date; 
 (iv) upon the repurchase of any WGP Common Units pursuant to an
open market share repurchase program or other buy-back transaction that is not a tender offer or exchange offer of the nature described in Section 5.01(a)(v); 

(v) for the sale or issuance of WGP Common Units, or securities convertible into or exercisable for WGP Common Units, for cash,
including at a price per WGP Common Units less than the Fair Market Value thereof or otherwise or in an acquisition, except as described in one of Section 5.01(a)(i) through Section 5.01(a)(v) above; 

(vi) for a third party tender offer (other than as described in Section 5.01(a)(v) above); or 

(vii) for a change in the par value of WGP Common Units. 

(g) Notice of Adjustment. Whenever the Fixed Settlement Rates are adjusted, the Company shall: 

(i) prepare and transmit to the Purchase Contract Agent an Officers’ Certificate setting forth such adjusted Fixed
Settlement Rates, the adjusted Early Settlement Rate and the adjusted Fundamental Change Early Settlement Rates, the method of calculation thereof in reasonable detail and the facts requiring such adjustment and upon which such adjustment is based;


  
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 (ii) within ten Business Days following the occurrence of an event that requires
an adjustment to the Fixed Settlement Rates, the Early Settlement Rate and the Fundamental Change Early Settlement Rates, provide, or cause to be provided, a written notice to the Holders of the occurrence of such event, which notice may be made by
a press release; and 
 (iii) within ten Business Days following the determination of such adjusted Fixed Settlement Rates,
Early Settlement Rate and Fundamental Change Early Settlement Rates provide, or cause to be provided, to the Holders a statement setting forth in reasonable detail the method by which the adjustment to such Fixed Settlement Rates, Early Settlement
Rate and Fundamental Change Early Settlement Rates was determined and setting forth such adjusted Fixed Settlement Rates, Early Settlement Rate and Fundamental Change Early Settlement Rates and the facts requiring such adjustment and upon which such
adjustment is based, which notice may be made by a press release. 
 (h) Adjustments to Deliveries. Following the exercise of
any Early Settlement Right or Fundamental Change Early Settlement Right and prior to the occurrence of the related Early Settlement Date or Fundamental Change Early Settlement Date (including, without limitation, prior to the availability of an
effective Registration Statement and a related Prospectus if required under U.S. federal securities laws), the Company shall increase the number of WGP Common Units that it is obligated to deliver upon any Early Settlement of a Purchase Contract
(including after determination of the Early Settlement Rate or Fundamental Change Early Settlement Rate) upon the occurrence of any event or transaction described in Section 5.01(a)(i) through Section 5.01(a)(v) (at the same time as the related
adjustment to the Fixed Settlement Rates and determined as if the Initial Dividend Threshold were equal to zero) such that the Holder with respect to such Early Settlement Date or Fundamental Change Early Settlement Date receives a number of
additional WGP Common Units (in excess of the Early Settlement Rate or Fundamental Change Early Settlement Rate as originally determined) determined by the Board of Directors in good faith with a value equal to the value of the consideration that
such Holder would have received in connection with such event or transaction if it had held a number of WGP Common Units equal to the Early Settlement Rate or Fundamental Change Early Settlement Rate as originally determined (for the avoidance of
doubt, unless such Holder participates in such event or transaction (per Unit or per Purchase Contract, as the case may be, based on such Early Settlement Rate or Fundamental Change Early Settlement Rate, as the case may be, as it may have been
adjusted to such time) that would otherwise give rise to such adjustment at the same time and on the same terms as holders of WGP Common Units). 

Section 5.02. Reorganization Events. (a) In the event of: 

(i) any merger of WGP with or into or consolidation of WGP with any other entity (other than a merger or consolidation in which
WGP is the continuing or surviving corporation and in which the WGP Common Units outstanding immediately prior to the merger or consolidation are not exchanged for cash, securities or other property of WGP or another Person); 

(ii) any sale, assignment, transfer, lease or conveyance of all or substantially all of WGP’s properties and assets to any
other Person or entity; 

  
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 (iii) any recapitalization, reclassification or change of WGP Common Units into
securities including securities other than WGP Common Units; or 
 (iv) any statutory exchange of WGP’s securities with
another Person (other than in connection with a merger or acquisition), 
 in each case, as a result of which the WGP Common Units would be converted
into, or exchanged for, securities, cash and/or other property (each, a “WGP Reorganization Event”), then at and after the effective time of the WGP Reorganization Event, each Purchase Contract outstanding shall, without the consent
of Holders, become a contract to purchase the kind and amount of securities, cash and/or other property that a holder of WGP Common Units would have been entitled to receive in connection with such WGP Reorganization Event (such securities, cash and
other property, the “WGP Exchange Property” with each “Unit of WGP Exchange Property” being the kind and amount of WGP Exchange Property that a holder of one WGP Common Unit would have received in such WGP
Reorganization Event), subject to the Company’s right to make an APC Settlement Election. Prior to or at the effective time of such WGP Reorganization Event, the Company shall execute with the Purchase Contract Agent and the Trustee a
supplemental agreement providing for such change in the right to settle the Purchase Contracts. For purposes of the foregoing, the type and amount of WGP Exchange Property in the case of any WGP Reorganization Event that causes the WGP Common Units
to be converted into, or exchanged for, the right to receive more than a single type of consideration (determined based in part upon any form of equityholder election) shall be deemed to be the weighted average of the types and amounts of
consideration received by the holders of WGP Common Units that affirmatively make such an election. The Company shall notify the Purchase Contract Agent in writing of such weighted average as soon as practicable after the determination of such
weighted average is made. 
 Such supplemental agreement described in the immediately preceding paragraph shall provide for
adjustments that shall be as nearly equivalent as is possible to the adjustments provided for in this Article 5. If, in the case of any WGP Reorganization Event, the WGP Exchange Property includes shares of stock, securities or other property or
assets (including cash or any combination thereof) of a Person other than the successor or purchasing Person, as the case may be, in such WGP Reorganization Event, then such supplemental agreement shall contain such additional provisions to protect
the interests of the Holders of the Equity-Linked Securities as the Board of Directors shall reasonably consider necessary by reason of the foregoing. 

(b) In the event of: 

(i) any merger of the Company with or into or consolidation of the Company with any other entity (other than a merger or
consolidation in which the Company is the continuing or surviving corporation and in which the APC Stock outstanding immediately prior to the merger or consolidation is not exchanged for cash, securities or other property of the Company or another
Person); 
 (ii) any sale, assignment, transfer, lease or conveyance of all or substantially all of the properties and assets
of the Company to any other Person or entity; 

  
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 (iii) any recapitalization, reclassification or change of APC Stock into
securities including securities other than APC Stock; or 
 (iv) any statutory exchange of securities of the Company with
another Person (other than in connection with a merger or acquisition), 
 in each case, as a result of which the APC Stock would be converted into,
or exchanged for, securities, cash and/or other property (each, an “Anadarko Reorganization Event”), then at and after the effective time of the Anadarko Reorganization Event, the Company’s ability to settle the Purchase
Contracts in APC Stock upon an APC Settlement Election shall, without the consent of Holders, become a right to elect to settle each Purchase Contract in the kind and amount of securities, cash and/or other property that a holder of APC Stock would
have been entitled to receive in connection with such Anadarko Reorganization Event (such securities, cash and other property, the “APC Exchange Property” with each “Unit of APC Exchange Property” being the kind and
amount of APC Exchange Property that a holder of one share of APC Stock would have received in such Anadarko Reorganization Event). Prior to or at the effective time of such Anadarko Reorganization Event, the Company or the successor or purchasing
Person, as the case may be, shall execute with the Purchase Contract Agent and the Trustee a supplemental agreement providing for such change in the right to settle the Purchase Contracts in APC Stock upon an APC Settlement Election. For purposes of
the foregoing, the type and amount of APC Exchange Property in the case of any Anadarko Reorganization Event that causes the APC Stock to be converted into, or exchanged for, the right to receive more than a single type of consideration (determined
based in part upon any form of equityholder election) will be deemed to be the weighted average of the types and amounts of consideration received by the holders of APC Stock that affirmatively make such an election. The Company shall notify the
Purchase Contract Agent in writing of such weighted average as soon as practicable after the determination of such weighted average is made. 

Such supplemental agreement described in the immediately preceding paragraph shall provide for adjustments that shall be as nearly equivalent
as is possible to the adjustments provided for in Section 5.03. If, in the case of any Anadarko Reorganization Event, the APC Exchange Property includes shares of stock, securities or other property or assets (including cash or any combination
thereof) of a Person other than the successor or purchasing Person, as the case may be, in such Anadarko Reorganization Event, then such supplemental agreement shall also be executed by such other Person and shall contain such additional provisions
to protect the interests of the Holders of the Equity-Linked Securities as the Board of Directors shall reasonably consider necessary by reason of the foregoing. 

(c) The number of Units of WGP Exchange Property or Units of APC Exchange Property, as the case may be, that the Company shall cause to be
delivered for each Purchase Contract settled following the effective date of such WGP Reorganization Event or Anadarko Reorganization Event, as the case may be, shall be equal to the number of WGP Common Units or shares of APC Stock, as the case may
be, that the Company would otherwise be required to deliver as determined by the Fixed Settlement Rates then in effect on the applicable Determination Date or such other settlement rates as provided herein. The Daily VWAPs shall be determined based
upon the applicable Market Value of a Unit of WGP Exchange Property that a holder of one WGP Common Unit would have received in such WGP Reorganization Event or of a Unit of APC Exchange Property that a holder of one share of APC Stock would have
received in such Anadarko Reorganization Event, as the case may be. 

  
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 The “Market Value” of a Unit of Exchange Property shall be determined, on
any date of determination, with respect to (A) any publicly traded securities that comprises all or part of the Exchange Property, based (to the extent practicable) on the volume-weighted average price of
such securities on such date, (B) any cash that composes all or part of the Exchange Property, based on the amount of such cash and (C) any other property (including any publicly traded securities for which determining a volume-weighted
average price is not practicable) that composes all or part of the Exchange Property, based on the value of such property on such date, as determined, in each case, by a nationally recognized independent investment banking firm retained by the
Company for this purpose. At and after the effective time of any WGP Reorganization Event, references to WGP Common Units in the definition of “Trading Day” shall be replaced by references to any publicly traded securities that comprise
all or part of the WGP Exchange Property. At and after the effective time of any Anadarko Reorganization Event, references to APC Stock in the definition of “Trading Day” shall be replaced by references to any publicly traded securities
that comprise all or part of the APC Exchange Property. 
 (d) The Company (or any successor) shall, within 20 days of the occurrence
of any Reorganization Event or, if earlier, within 20 days of the execution of any supplemental agreement pursuant to Section 5.02(a), provide written notice to the Purchase Contract Agent and Holders of such occurrence of such event and of the kind
and amount of the cash, securities or other property that constitute the applicable Exchange Property and of the execution of such supplemental agreement, if applicable. Failure to deliver such notice shall not affect the operation of this Section
5.02 or the legality or validity of any such supplemental agreement. 
 (e) None of the provisions of this Section 5.02 shall affect the
right of a Holder of Purchase Contracts to effect Early Settlement pursuant to Section 4.06 and Section 4.07 prior to the effective date of any Reorganization Event. 

(f) The above provisions of Section 5.02(a) and Section 5.02(b) shall similarly apply to successive Reorganization Events and the provisions
of Section 5.01 shall apply to any Capital Stock of WGP (or any successor) or the Company (or any successor) received by the holders of WGP Common Units or APC Stock, as the case may be, in any such Reorganization Event. 

(g) In connection with any WGP Reorganization Event, the Initial Dividend Threshold shall be subject to adjustment as described in clause (i),
clause (ii) or clause (iii) below, as the case may be. 
 (i) In the case of a WGP Reorganization Event in which
the WGP Reference Property (determined, as appropriate, pursuant to subsection (a) above and excluding any dissenters’ appraisal rights) is composed entirely of shares of Common Equity (the “Merger Common Equity”), the Initial
Dividend Threshold at and after the effective time of such WGP Reorganization Event will be equal to (x) the Initial Dividend Threshold immediately prior to the effective time of such WGP Reorganization Event, divided by (y) the
number of shares of Merger Common Equity that a holder of one WGP Common Unit would receive in such WGP Reorganization Event (such quotient rounded down to the nearest cent). 

  
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 (ii) In the case of a WGP Reorganization Event in which the WGP Reference
Property (determined, as appropriate, pursuant to subsection (a) above and excluding any dissenters’ appraisal rights) is composed in part of shares of Merger Common Equity, the Initial Dividend Threshold at and after the effective time of such
WGP Reorganization Event will be equal to (x) the Initial Dividend Threshold immediately prior to the effective time of such WGP Reorganization Event, multiplied by (y) the Merger Valuation Percentage for such WGP Reorganization
Event (such product rounded down to the nearest cent). 
 (iii) For the avoidance of doubt, in the case of a WGP
Reorganization Event in which the WGP Reference Property (determined, as appropriate, pursuant to subsection (a) above and excluding any dissenters’ appraisal rights) is composed entirely of consideration other than shares of Common Equity, the
Initial Dividend Threshold at and after the effective time of such WGP Reorganization Event will be equal to zero. 

Section 5.03. APC Anti-dilution Adjustments. (a) If any event occurs with respect to the Company or the APC Stock that
would require an adjustment to the Fixed Settlement Rates pursuant to Section 5.01 if such event had occurred with respect to WGP or WGP Common Units (with the provisions of Section 5.01 read as if references to WGP Common Units were references to
shares of APC Stock, references to WGP were references to the Company, and the Initial Dividend Threshold were equal to zero), then an adjustment corresponding to the adjustment that would be made to the Fixed Settlement Rates shall be made to the
Share Cap. 
 (b) Whenever any provision herein requires the Company to calculate the Daily VWAPs of APC Stock over a span of multiple days,
the Company shall make appropriate adjustments, if any, to the relevant Daily VWAPs of APC Stock to account for any event that requires an adjustment pursuant to Section 5.03(a) (including, for the avoidance of doubt, any cash dividend or
distribution made to all or substantially all holders of APC Stock following the exercise of any Early Settlement Right or Fundamental Change Early Settlement Right and prior to actual delivery of APC Stock) that becomes effective, or any issuance
date, Record Date, Ex-Date, effective date or Tender Offer Expiration Date relating to a required adjustment pursuant to Section 5.03(a) that occurs, at any time during the period when the Daily VWAPs of APC Stock are to be calculated. 

ARTICLE 6 

CONCERNING THE HOLDERS OF PURCHASE CONTRACTS 

Section 6.01. Evidence of Action Taken by Holders. Any request, demand, authorization, direction, notice, consent,
waiver or other action provided by this Agreement to be given or taken by a specified percentage of number of Purchase Contracts may be embodied in and evidenced by one or more instruments of substantially similar tenor signed by such specified
percentage of Holders in Person or by agent duly appointed in writing; and, except as herein otherwise expressly provided, such action shall become effective when such instrument or instruments are 


  
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delivered to the Purchase Contract Agent. Proof of execution of any instrument or of a writing appointing any such agent shall be sufficient for any purpose of this Agreement and (subject to
Section 8.01 and Section 8.03) conclusive in favor of the Purchase Contract Agent and the Company, if made in the manner provided in this Article 6. 

Section 6.02. Proof of Execution of Instruments and of Holding of Securities. Subject to Section 8.01 and Section
8.03, the execution of any instrument by a Holder or his agent or proxy may be proved in the following manner: 
 (a) The fact and
date of the execution by any Holder of any instrument may be proved by the certificate of any notary public or other officer of any jurisdiction authorized to take acknowledgments of deeds or administer oaths that the Person executing such
instruments acknowledged to him the execution thereof, or by an affidavit of a witness to such execution sworn to before any such notary or other such officer. Where such execution is by or on behalf of any legal entity other than an individual,
such certificate or affidavit shall also constitute sufficient proof of the authority of the Person executing the same. 
 (b) The ownership
of the Units and the Purchase Contracts shall be proved by the Security Register or by a certificate of the Security Registrar. 

Section 6.03. Purchase Contracts Deemed Not Outstanding. In determining whether the Holders of the requisite number
of Outstanding Purchase Contracts have concurred in any direction, consent or waiver under this Agreement, Purchase Contracts which are owned by the Company or by any Affiliate of the Company with respect to which such determination is being made
shall be disregarded and deemed not to be Outstanding Purchase Contracts for the purpose of any such determination, except that for the purpose of determining whether the Purchase Contract Agent shall be protected in relying on any such direction,
consent or waiver only Purchase Contracts which a Responsible Officer of the Purchase Contract Agent knows are so owned shall be so disregarded. Purchase Contracts so owned which have been pledged in good faith may be regarded as Outstanding
Purchase Contracts if the pledgee establishes to the satisfaction of the Purchase Contract Agent the pledgee’s right so to act with respect to such Purchase Contracts and that the pledgee is not the Company or any Affiliate of the Company. In
case of a dispute as to such right, the advice of counsel shall be full protection in respect of any decision made by the Purchase Contract Agent in accordance with such advice. Upon request of the Purchase Contract Agent, the Company shall furnish
to the Purchase Contract Agent promptly an Officers’ Certificate listing and identifying all Purchase Contracts, if any, known by the Company to be owned or held by or for the account of any of the above described Persons; and, subject to
Section 8.01 and Section 8.03, the Purchase Contract Agent shall be entitled to accept such Officers’ Certificate as conclusive evidence of the facts therein set forth and of the fact that all Purchase Contracts not listed therein are
Outstanding Purchase Contracts for the purpose of any such determination. 
 Section 6.04. Right of Revocation
of Action Taken. At any time prior to (but not after) the evidencing to the Purchase Contract Agent, as provided in Section 6.01, of the taking of any action by the Holders of the percentage of the number of Purchase Contracts specified in this
Agreement in connection with such action, any Holder of a Purchase Contract the serial number of which is shown by the evidence to be included among the serial numbers of the Purchase  

  
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Contracts the Holders of which have consented to such action may, by filing written notice at the Corporate Trust Office and upon proof of holding as provided in this Article 6, revoke such
action so far as it concerns such Purchase Contract; provided that such revocation shall not become effective until three Business Days after such filing. Except as aforesaid, any such action taken by the Holder of any Purchase Contract shall
be conclusive and binding upon such Holder and upon all future Holders and owners of such Purchase Contract and of any Purchase Contracts issued in exchange or substitution therefor or on registration of transfer thereof, irrespective of whether or
not any notation in regard thereto is made upon any such Purchase Contract. Any action taken by the Holders of the percentage of the number of Purchase Contracts specified in this Agreement in connection with such action shall be conclusively
binding upon the Company, the Purchase Contract Agent, the Trustee and the Holders of all the Purchase Contracts affected by such action. 

Section 6.05. Record Date for Consents and Waivers. The Company may, but shall not be obligated to, establish a
record date for the purpose of determining the Persons entitled to give, make or take any request, demand, authorization, direction, notice, consent, waiver or other action provided or permitted by this Agreement to be given, made or taken by
Holders of Purchase Contracts. If a record date is fixed, the Holders on such record date, or their duly designated proxies, and any such Persons, shall be entitled to give, make or take any such request, demand, authorization, direction, notice,
consent, waiver or other action, whether or not such Holder remains a Holder after such record date; provided, however, that unless such waiver or consent is obtained from the Holders, or duly designated proxies, of the requisite
number of Outstanding Purchase Contracts prior to the date which is the 120th day after such record date, any such waiver or consent previously given shall automatically and, without further action by any Holder be cancelled and of no further
effect. 
 ARTICLE 7 

REMEDIES 

Section 7.01. Unconditional Right of Holders to Receive WGP Common Units or Shares of APC Stock. In accordance with
and subject to the provisions of this Agreement, each Holder of a Purchase Contract (whether or not included in a Unit) shall have the right, which is absolute and unconditional, to receive the WGP Common Units or shares of APC Stock, as the case
may be, pursuant to such Purchase Contract and to institute suit for the enforcement of any such right to receive the WGP Common Units or shares of APC Stock, as the case may be, and such right shall not be impaired without the consent of such
Holder.  
 Section 7.02. Notice To Purchase Contract Agent; Limitation On Proceedings. Holders of not less
than 25% of Outstanding Purchase Contracts, by notice given to the Purchase Contract Agent, may request that Purchase Contract Agent to institute proceedings with respect to a default relating to any covenant hereunder. No Holder of Purchase
Contracts may institute any proceedings, judicial or otherwise, with respect to this Agreement or for any remedy hereunder, except in the case of failure of the Purchase Contract Agent, for 60 days, to act after the Purchase Contract Agent has
received a written request to institute proceedings in respect of a default with respect to any covenant hereunder from the Holders of not less than 25% of the  

  
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Outstanding Purchase Contracts, as well as an offer of security or indemnity reasonably satisfactory to the Purchase Contract Agent. This provision will not prevent any Holder of Purchase
Contracts from instituting suit for the delivery of the WGP Common Units or shares of APC Stock, as the case may be, deliverable upon settlement of the Purchase Contracts on any Settlement Date. 

Section 7.03. Restoration of Rights and Remedies. If any Holder or the Purchase Contract Agent has instituted any
proceeding to enforce any right or remedy under this Agreement and such proceeding has been discontinued or abandoned for any reason, or has been determined adversely to such Holder or the Purchase Contract Agent, then and in every such case,
subject to any determination in such proceeding, the Company and such Holder or the Purchase Contract Agent shall be restored severally and respectively to their former positions hereunder and thereafter all rights and remedies of such Holder shall
continue as though no such proceeding had been instituted.  
 Section 7.04. Rights and Remedies Cumulative.
Except as otherwise provided with respect to the replacement or payment of mutilated, destroyed, lost or stolen Securities in the last paragraph of Section 3.10, no right or remedy herein conferred upon or reserved to the Holders or the Purchase
Contract Agent is intended to be exclusive of any other right or remedy, and every right and remedy shall, to the extent permitted by law, be cumulative and in addition to every other right and remedy given hereunder or now or hereafter existing at
law or in equity or otherwise. The assertion or employment of any right or remedy hereunder, or otherwise, shall not prevent the concurrent assertion or employment of any other appropriate right or remedy.  

Section 7.05. Delay or Omission Not Waiver. No delay or omission of any Holder or the Purchase Contract Agent to
exercise any right or remedy upon a default hereunder shall impair any such right or remedy or constitute a waiver of any such right. Every right and remedy given by this Article or by law to the Holders or the Purchase Contract Agent may be
exercised from time to time, and as often as may be deemed expedient, by such Holders or the Purchase Contract Agent.  

Section 7.06. Undertaking for Costs. Each party to this Agreement agrees, and each Holder of a Purchase Contract, by
its acceptance of such Purchase Contract shall be deemed to have agreed, that any court may in its discretion require, in any suit for the enforcement of any right or remedy under this Agreement, or in any suit against the Purchase Contract Agent
for any action taken, suffered or omitted by it as Purchase Contract Agent, the filing by any party litigant in such suit of an undertaking to pay the costs of such suit, and that such court may in its discretion assess reasonable costs, including
reasonable attorneys’ fees and costs against any party litigant in such suit, having due regard to the merits and good faith of the claims or defenses made by such party litigant; provided that the provisions of this Section shall not be
deemed to authorize any court to require such an undertaking or to make such an assessment in any suit instituted by the Company or the Purchase Contract Agent or, if applicable, in any suit for the enforcement of the right to receive the WGP Common
Units or shares of APC Stock, as the case may be, or other Exchange Property deliverable upon settlement of the Purchase Contracts.  

  
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 Section 7.07. Waiver of Stay or Execution Laws. The Company covenants
(to the extent that it may lawfully do so) that it will not at any time insist upon, or plead, or in any manner whatsoever claim or assume or take the benefit or advantage of, any stay or extension law wherever enacted, now or at any time hereafter
in force, that may affect the covenants or the performance of this Agreement; and the Company (to the extent that it may lawfully do so) hereby expressly waives all benefit or advantage of any such law and covenants that it will not hinder, delay or
impede the execution of any power herein granted to the Purchase Contract Agent or the Holders, but will suffer and permit the execution of every such power as though no such law had been enacted.  

Section 7.08. Control by Majority. The Holders of not less than a majority in number of the Outstanding Purchase
Contracts shall have the right to direct the time, method and place of conducting any proceeding for any remedy available to the Purchase Contract Agent, or of exercising any trust or power conferred upon the Purchase Contract Agent; provided
that the Purchase Contract Agent shall be entitled to security or indemnity reasonably satisfactory to it against any loss, liability or expense that it may incur in connection therewith. Notwithstanding the foregoing, the Purchase Contract Agent
may refuse to follow any direction that is in conflict with any law or the Purchase Contract Agreement, that may involve it in personal liability, or that may be unduly prejudicial to the Holders of Purchase Contracts not joining in the action (it
being understood that the Purchase Contract Agent does not have an affirmative duty to ascertain whether or not any such directions are unduly prejudicial to such Holders).  

ARTICLE 8 

THE PURCHASE CONTRACT AGENT AND TRUSTEE 

Section 8.01. Certain Duties and Responsibilities. (a) Each of the Purchase Contract Agent and Trustee
undertakes to perform, with respect to the Units and Purchase Contracts, such duties and only such duties as are specifically delegated to it and set forth in this Agreement. 

(b) No provision of this Agreement shall be construed to relieve the Purchase Contract Agent from liability for its own negligent action, its
own negligent failure to act or its own willful misconduct, except that: 
 (i) the duties and obligations of the Purchase
Contract Agent with respect to the Purchase Contracts shall be determined solely by the express provisions of this Agreement, and the Purchase Contract Agent shall not be liable except for the performance of such duties and obligations as are
specifically set forth in this Agreement, and no implied covenants or obligations shall be read into this Agreement against the Purchase Contract Agent or the Trustee; 

(ii) in the absence of bad faith on the part of the Purchase Contract Agent and/or the Trustee, as applicable, the Purchase
Contract Agent and/or the Trustee, as applicable, may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon any statements, certificates or opinions furnished to the Purchase Contract Agent
and/or the Trustee, as applicable, and conforming to the requirements of this Agreement; but in the case of any such statements, certificates or 

  
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opinions which by any provision hereof are specifically required to be furnished to the Purchase Contract Agent and/or the Trustee, the Purchase Contract Agent and/or the Trustee, as applicable,
shall be under a duty to examine the same to determine whether or not they conform to the requirements of this Agreement (but need not confirm or investigate the accuracy of any mathematical calculations or other facts stated therein); 

(iii) the Purchase Contract Agent and/or the Trustee, as applicable, shall not be liable for any error of judgment made in good
faith by a Responsible Officer or Responsible Officers of the Purchase Contract Agent and/or the Trustee, as applicable, unless it shall be proved that the Purchase Contract Agent was negligent in ascertaining the pertinent facts; 

(iv) the Purchase Contract Agent and/or the Trustee, as applicable, shall not be liable with respect to any action taken or
omitted to be taken by it in good faith in accordance with the direction of the Holders pursuant to Section 7.08 relating to the time, method and place of conducting any proceeding for any remedy available to the Purchase Contract Agent and/or the
Trustee, as applicable, or exercising any right or power conferred upon the Purchase Contract Agent and/or the Trustee, as applicable, under this Agreement; and 

(v) if a default occurs and is continuing, the Purchase Contract Agent and/or the Trustee, as applicable, shall be under no
obligation to exercise any of its rights or powers under this Agreement at the request or direction of any of the Holders unless the Holders have offered to the Purchase Contract Agent and/or the Trustee, as applicable, security or indemnity
reasonably satisfactory to it against any loss, liability or expense that might be incurred by it in compliance with such request or direction. 

(c) This Agreement shall not be deemed to create a fiduciary relationship under state or federal law between The Bank of New York Mellon Trust
Company, N.A., in its capacity as the Purchase Contract Agent, and any Holder of any Equity-Linked Security. 
 None of the provisions
contained in this Agreement shall require the Purchase Contract Agent to expend or risk its own funds or otherwise incur personal financial liability in the performance of any of its duties or in the exercise of any of its rights or powers, if there
shall be reasonable ground for believing that the repayment of such funds or adequate indemnity against such liability is not reasonably assured to it. The Purchase Contract Agent and the Trustee shall not be required to give any bond or surety in
respect of the performance of their respective powers or duties hereunder. Whether or not therein expressly so provided, every provision of this Agreement that in any way relates to the Purchase Contract Agent or the Trustee is subject to this
Section 8.01. 
 Section 8.02. Notice of Default. Within 90 days after the occurrence of any default by the
Company hereunder of which a Responsible Officer of the Purchase Contract Agent has actual knowledge, the Purchase Contract Agent shall transmit by mail to the Company and the Holders of Purchase Contracts, as their names and addresses appear in the
Security Register, notice of such default hereunder, unless such Responsible Officer of the Purchase Contract Agent has actual knowledge that such default shall have been cured or waived. Except in the 


  
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case of a default relating to a payment or delivery with respect to any Security, the Purchase Contract Agent may withhold such notice if and so long as a committee of its Responsible Officers in
good faith determines that withholding such notice is in the interests of the Holders of the Securities. 
 Section 8.03.
Certain Rights of Purchase Contract Agent. Subject to the provisions of Section 8.01: 
 (a) the Purchase Contract Agent may rely and
shall be protected in acting or refraining from acting upon any resolution, Officers’ Certificate or any other certificate, statement, instrument, opinion, report, notice, request, consent, order, bond, debenture, note, coupon, security or
other paper or document (whether in its original or facsimile form) believed by it to be genuine and to have been signed or presented by the proper party or parties; 

(b) any request, direction, order or demand of the Company mentioned herein shall be sufficiently evidenced by an Officers’ Certificate
or Issuer Order (unless other evidence in respect thereof be herein specifically prescribed); and any resolution of the Board of Directors may be evidenced to the Purchase Contract Agent by a Board Resolution; 

(c) the Purchase Contract Agent may consult with counsel of its selection and any advice of such counsel promptly confirmed in writing shall
be full and complete authorization and protection in respect of any action taken, suffered or omitted to be taken by it hereunder in good faith and in reliance thereon in accordance with such advice or Opinion of Counsel; 

(d) the Purchase Contract Agent shall be under no obligation to exercise any of the rights or powers vested in it by this Agreement at the
request, order or direction of any of the Holders pursuant to the provisions of this Agreement (including, without limitation, pursuant to Section 7.02 or Section 7.08), unless such Holders shall have offered to the Purchase Contract Agent security
or indemnity reasonably satisfactory to it against the costs, expenses and liabilities which might be incurred therein or thereby; 
 (e)
the Purchase Contract Agent shall not be liable for any action taken or omitted by it in good faith and believed by it to be authorized or within the discretion, rights or powers conferred upon it by this Agreement; 

(f) the Purchase Contract Agent shall not be bound to make any investigation into the facts or matters stated in any resolution,
certificate, statement, instrument, opinion, report, notice, request, consent, order, approval, appraisal, bond, debenture, note, coupon, security, or other paper or document unless requested in writing so to do by the Holders of not less than a
majority in number of the Outstanding Purchase Contracts; provided that, if the payment within a reasonable time to the Purchase Contract Agent of the costs, expenses or liabilities likely to be incurred by it in the making of such
investigation is, in the opinion of the Purchase Contract Agent, not reasonably assured to the Purchase Contract Agent by the security afforded to it by the terms of this Agreement, the Purchase Contract Agent may require security or indemnity
reasonably satisfactory to it against such expenses or liabilities as a condition to proceeding; the reasonable expenses of every such investigation shall be paid by the Company or, if paid by the Purchase Contract Agent or any predecessor Purchase
Contract Agent, shall be repaid by the Company upon demand;  

  
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 (g) the Purchase Contract Agent may execute any of the rights or powers hereunder or perform any
duties hereunder either directly or by or through agents or attorneys not regularly in its employ and the Purchase Contract Agent shall not be responsible for any misconduct or negligence on the part of any such agent or attorney appointed with due
care by it hereunder; 
 (h) the Purchase Contract Agent shall not be charged with knowledge of any default with respect to a series of
Securities unless either (i) a Responsible Officer of the Purchase Contract Agent assigned to the Corporate Trust Office of the Purchase Contract Agent (or any successor division or department of the Purchase Contract Agent) shall have actual
knowledge of such default or (ii) written notice of such default shall have been given to a Responsible Officer of the Purchase Contract Agent by the Company or any Holder; 

(i) the permissive rights of the Purchase Contract Agent hereunder shall not be construed as duties; 

(j) the rights, privileges, protections, immunities and benefits given to the Purchase Contract Agent, including, without limitation, its
right to be indemnified, are extended to, and shall be enforceable by, the Purchase Contract Agent and the Trustee (whether or not the Trustee is expressly referred to in connection with any such rights, privileges, protections, immunities and
benefits) in each of their capacities hereunder, and to each agent, custodian and other Person employed to act hereunder; 
 (k) each of the
Purchase Contract Agent and the Trustee may request that the Company deliver an Officers’ Certificate setting forth the name of the individuals and/or titles of Officers authorized at such time to take specific actions pursuant to this
Agreement, which Officers’ Certificate may be signed by any Person authorized to sign an Officers’ Certificate, including any Person specified as so authorized in any such Officers’ Certificate previously delivered and not superseded;
and 
 (l) neither the Purchase Contract Agent nor the Trustee shall be responsible for delays or failures in performance of its obligations
hereunder resulting from acts beyond its reasonable control. Such acts shall include but not be limited to acts of God, strikes, lockouts, riots, acts of war, epidemics, governmental regulations superimposed after the fact, fire, communication line
failures, computer viruses, power failures, earthquakes, terrorist attacks or other disasters, or other unavailability of the Federal Reserve Bank wire or facsimile or other wire or communication facility, it being understood that each of the
Purchase Contract Agent and the Trustee shall use reasonable best efforts that are consistent with accepted practices in the banking industry to resume performance as soon as practicable under the circumstances. 

Section 8.04. Not Responsible for Recitals. The recitals contained herein and in the Certificates shall be taken as
the statements of the Company and neither the Purchase Contract Agent nor the Trustee assumes any responsibility for their accuracy. Neither the Purchase Contract Agent nor the Trustee makes any representations as to the validity or sufficiency of
either this Agreement or of the Purchase Contracts. Neither the Purchase Contract Agent nor the  

  
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Trustee shall be accountable for the use or application by the Company of the proceeds in respect of the Purchase Contracts or any money paid to the Company or upon the Company’s direction
under any provision of this Agreement. The Trustee and Purchase Contract Agent shall not at any time be under any duty or responsibility to any Holder (i) to perform any calculations or make any determinations under this Agreement or the
Indenture, including with respect to the calculation or determination of any market values, references prices or unit prices (or any adjustments thereto), (ii) to determine the Fixed Settlement Rates (or any adjustments thereto), or whether any
facts exist that may require any adjustment (including a Trigger Event) of the Fixed Settlement Rates, or (iii) with respect to the nature or extent or calculation of any such adjustment when made, or with respect to the method employed, or
herein or in the Indenture provided to be employed, in making the same. The Trustee and Purchase Contract Agent shall not be accountable with respect to the validity or value (or the kind or amount) of any WGP Common Units, shares of APC Stock or of
any securities, property or cash that may at any time be issued or delivered hereunder or under the Indenture; and the Trustee and Purchase Contract Agent make no representations with respect thereto. Neither the Trustee nor the Purchase Contract
Agent shall be responsible for any failure of the Company to issue, transfer or deliver any WGP Common Units or shares of APC Stock or stock certificates or other securities or property or cash on the Mandatory Settlement Date or any other date
under this Agreement or the Indenture, or to comply with any of its covenants. Neither the Trustee nor the Purchase Contract Agent shall be responsible for determining whether any event contemplated by this Agreement or the Indenture has occurred
that makes a Purchase Contract eligible for settlement or no longer eligible therefor until the Company has delivered to a Responsible Officer of the Trustee and the Purchase Contract Agent the notices with respect to the commencement or termination
of such settlement rights, on which notices the Trustee and the Purchase Contract Agent may conclusively rely, and the Company agrees to deliver such notices to the Trustee and the Purchase Contract Agent immediately after the occurrence of any such
event or at such other times as shall be provided for in this Agreement and the Indenture. 
 Section 8.05. May Hold
Units and Purchase Contracts. Any Security Registrar or any other agent of the Company, or the Purchase Contract Agent, the Trustee and any of their Affiliates, in their individual or any other capacity, may become the owner of Units, Separate
Purchase Contracts and Separate Notes and may otherwise deal with the Company or any other Person with the same rights it would have if it were not Security Registrar or such other agent, or the Purchase Contract Agent. The Company may become the
owner of Units, Separate Purchase Contracts and Separate Notes.  
 Section 8.06. Money Held in Custody.
Money held by the Purchase Contract Agent in custody hereunder need not be segregated from other funds except to the extent required by law. The Purchase Contract Agent shall be under no obligation to invest or pay interest on any money received
by it hereunder except as specifically agreed in writing with the Company.  
 Section 8.07. Compensation,
Reimbursement and Indemnification. The Company covenants and agrees to pay to the Purchase Contract Agent from time to time, and the Purchase Contract Agent shall be entitled to, such compensation as shall be agreed to in writing between the
Company and the Purchase Contract Agent and the Company covenants and agrees to pay or reimburse the Purchase Contract Agent and each predecessor Purchase Contract Agent upon its request for all reasonable expenses, disbursements and advances
incurred or made by or on  

  
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behalf of it in accordance with any of the provisions of this Agreement (including the reasonable compensation and the expenses and disbursements of its counsel and of all agents and other
Persons not regularly in its employ) except any such expense, disbursement or advance as may arise from its negligence, bad faith or willful misconduct. The Company also covenants to indemnify the Purchase Contract Agent and each predecessor
Purchase Contract Agent for, and to hold it harmless against, any and all loss, liability, damage, claim or expense, including taxes (other than taxes based on the income of the Purchase Contract Agent), incurred without negligence, bad faith or
willful misconduct on its part, arising out of or in connection with the acceptance or administration of this Agreement and performance of its duties hereunder, including the costs and expenses of defending itself against or investigating any claim
or liability in the premises. The obligations of this Agreement under this Section 8.07 to compensate and indemnify the Purchase Contract Agent and each predecessor Purchase Contract Agent and to pay or reimburse the Purchase Contract Agent and each
predecessor Purchase Contract Agent for expenses, disbursements and advances shall survive the satisfaction and discharge of this Agreement or the resignation or removal of the Purchase Contract Agent. If the Purchase Contract Agent incurs any
expenses, or if the Purchase Contract Agent is entitled to any compensation for services rendered (including fees and expenses of its agent and counsel), in each case, in connection with the performance of its obligations under this Agreement after
the occurrence of a Bankruptcy Event, then any such expenses or compensation are intended to constitute expenses of administration under applicable Bankruptcy Laws. To secure the Company’s payment obligations in this Section 8.07, the Purchase
Contract Agent shall have a lien prior to the Securities on all money or property held or collected by the Purchase Contract Agent, and such lien shall survive the termination of this Agreement or the resignation or removal of the Purchase Contract
Agent. 
 Section 8.08. Corporate Purchase Contract Agent Required; Eligibility. There shall at all times be a
Purchase Contract Agent hereunder. The Purchase Contract Agent shall at all times be a corporation organized and doing business under the laws of the United States of America or of any state thereof or the District of Columbia having a combined
capital and surplus of at least $25,000,000, and which is authorized under such laws to exercise corporate trust powers and is subject to supervision or examination by federal, state or District of Columbia authority, or a corporation or other
Person permitted to act as trustee by the Commission. If such corporation publishes reports of condition at least annually, pursuant to law or to the requirements of the aforesaid supervising or examining authority, then for the purposes of this
Section, the combined capital and surplus of such corporation shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published. In case at any time the Purchase Contract Agent shall cease to be
eligible in accordance with the provisions of this Section, it shall resign immediately in the manner and with the effect specified in this Article. 

Section 8.09. Resignation and Removal; Appointment of Successor. (a) No resignation or removal of the Purchase
Contract Agent and no appointment of a successor Purchase Contract Agent pursuant to this Article shall become effective until the acceptance of appointment by the successor Purchase Contract Agent in accordance with the applicable requirements of
Section 8.10.  
 (b) The Purchase Contract Agent may resign at any time by giving written notice thereof to the Company 60 days
prior to the effective date of such resignation. If the instrument 

  
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of acceptance by a successor Purchase Contract Agent required by Section 8.10 shall not have been delivered to the Purchase Contract Agent within 30 days after the giving of such notice of
resignation, the resigning Purchase Contract Agent may petition, at the expense of the Company, any court of competent jurisdiction for the appointment of a successor Purchase Contract Agent. 

(c) The Purchase Contract Agent may be removed at any time by the Holders of a majority in number of the Outstanding Purchase Contracts. If
the instrument of acceptance by a successor Purchase Contract Agent required by Section 8.10 shall not have been delivered to the Purchase Contract Agent within 30 days after evidence of such removal is delivered to the Company and Purchase Contract
Agent, the removed Purchase Contract Agent may petition, at the expense of the Company, any court of competent jurisdiction for the appointment of a successor Purchase Contract Agent. 

(d) If at any time: 

(i) the Purchase Contract Agent shall cease to be eligible under Section 8.08 and shall fail to resign after written request
therefor by the Company or by any such Holder; or 
 (ii) the Purchase Contract Agent shall be adjudged bankrupt or insolvent
or a receiver of the Purchase Contract Agent or of its property shall be appointed or any public officer shall take charge or control of the Purchase Contract Agent or of its property or affairs for the purpose of rehabilitation, conservation or
liquidation, then, in any such case, (x) the Company by a Board Resolution may remove the Purchase Contract Agent, or (y) any Holder who has been a bona fide Holder of a Purchase Contract for at least six months (or since the date of this
Agreement) may, on behalf of himself and all others similarly situated, petition any court of competent jurisdiction for the removal of the Purchase Contract Agent and the appointment of a successor Purchase Contract Agent. 

(e) If the Purchase Contract Agent shall resign, be removed or become incapable of acting, or if a vacancy shall occur in the office of
Purchase Contract Agent for any cause, the Company shall promptly appoint a successor Purchase Contract Agent and shall comply with the applicable requirements of Section 8.10. If no successor Purchase Contract Agent shall have been so appointed by
the Company and accepted appointment in the manner required by Section 8.10, any Holder who has been a bona fide Holder of a Purchase Contract for at least six months (or since the date of this Agreement), on behalf of itself and all others
similarly situated, or the Purchase Contract Agent may petition at the expense of the Company, any court of competent jurisdiction for the appointment of a successor Purchase Contract Agent. 

(f) The Company shall give, or shall cause such successor Purchase Contract Agent to give, notice of each resignation and each removal of the
Purchase Contract Agent and each appointment of a successor Purchase Contract Agent by mailing written notice of such event by first-class mail, postage prepaid, to Holders as their names and addresses appear in the applicable Security Register.
Each notice shall include the name of the successor Purchase Contract Agent and the address of its Corporate Trust Office. 

  
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 Section 8.10. Acceptance of Appointment by Successor. (a) In case
of the appointment hereunder of a successor Purchase Contract Agent, every such successor Purchase Contract Agent so appointed shall execute, acknowledge and deliver to the Company and to the retiring Purchase Contract Agent an instrument accepting
such appointment, and thereupon the resignation or removal of the retiring Purchase Contract Agent shall become effective and such successor Purchase Contract Agent, without any further act, deed or conveyance, shall become vested with all the
rights, powers, agencies and duties of the retiring Purchase Contract Agent. At the request of the Company or the successor Purchase Contract Agent, such retiring Purchase Contract Agent shall, upon its receipt of payment or reimbursement of any
amounts due to it hereunder, execute and deliver an instrument transferring to such successor Purchase Contract Agent all the rights, powers and trusts of the retiring Purchase Contract Agent and shall duly assign, transfer and deliver to such
successor Purchase Contract Agent all property and money held by such retiring Purchase Contract Agent hereunder.  
 (b) Upon
request of any such successor Purchase Contract Agent, the Company shall execute any and all instruments for more fully and certainly vesting in and confirming to such successor Purchase Contract Agent all such rights, powers and agencies referred
to in paragraph (a) of this Section. 
 (c) No successor Purchase Contract Agent shall accept its appointment unless at the time of such
acceptance such successor Purchase Contract Agent shall be qualified and eligible under this Article. 
 Section 8.11.
Merger; Conversion; Consolidation or Succession to Business. Any corporation into which the Purchase Contract Agent may be merged or converted or with which it may be consolidated, or any corporation resulting from any merger, conversion or
consolidation to which the Purchase Contract Agent shall be a party, or any corporation succeeding to all or substantially all the corporate trust business of the Purchase Contract Agent, shall be the successor of the Purchase Contract Agent
hereunder; provided that such corporation shall be otherwise qualified and eligible under this Article, without the execution or filing of any paper or any further act on the part of any of the parties hereto. If any Equity-Linked Securities
shall have been authenticated on behalf of the Holders by the Trustee and Purchase Contract Agent then in office, but not delivered, any successor by merger, conversion or consolidation to such Purchase Contract Agent may adopt such Purchase
Contract Agent’s authentication and deliver the Equity-Linked Securities so authenticated with the same effect as if such successor Purchase Contract Agent had itself authenticated such Equity-Linked
Securities. Any successor to the Trustee under the Indenture shall without further act succeed as Trustee under this Agreement. 

Section 8.12. Preservation of Information; Communications to Holders. (a) The Purchase Contract Agent shall
preserve, in as current a form as is reasonably practicable, the names and addresses of Holders as received by the Purchase Contract Agent in its capacity as Security Registrar.  

(b) If three or more Holders (such three or more Holders, the “Applicants”) apply in writing to the Purchase Contract
Agent, and furnish to the Purchase Contract Agent reasonable proof that each such Applicant has owned a Unit or Separate Purchase Contract for a period of at  

  
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least six months preceding the date of such application (or since the date of this Agreement), and such application states that the Applicants desire to communicate with other Holders with
respect to their rights under this Agreement or under the Units or Separate Purchase Contracts and is accompanied by a copy of the form of proxy or other communication that such Applicants propose to transmit, then the Purchase Contract Agent shall
mail to all the Holders copies of the form of proxy or other communication that is specified in such request, with reasonable promptness after a tender to the Purchase Contract Agent of the materials to be mailed and of payment, or provision for the
payment, of the reasonable expenses of such mailing. 
 Section 8.13. Tax Compliance. (a) The Purchase
Contract Agent shall comply with all applicable certification, information reporting and withholding (including “backup” withholding) requirements imposed by applicable tax laws, regulations or administrative practice with respect to
(i) any WGP Common Units or shares of APC Stock delivered upon settlement of the Purchase Contracts, any amounts paid in lieu of fractional WGP Common Units or fractional shares of APC Stock upon settlement of the Purchase Contracts, and any
other amounts included in the Purchase Contract Settlement Fund paid to Holders upon settlement of any Purchase Contracts or (ii) the issuance, delivery, holding, transfer or exercise of rights under the Purchase Contracts. Such compliance
shall include, without limitation, the preparation and timely filing of required returns and the timely payment of all amounts required to be withheld to the appropriate taxing authority or its designated agent.  

(b) The Purchase Contract Agent shall, in accordance with the terms hereof, comply with any written direction received from the Company with
respect to the execution or certification of any required documentation and the application of such requirements to particular payments or Holders or in other particular circumstances, and may for purposes of this Agreement conclusively rely on any
such direction in accordance with the provisions of Section 8.01(b)(ii). 
 (c) The Purchase Contract Agent shall maintain all appropriate
records documenting compliance with such requirements, and shall make such records available, on written request, to the Company or its authorized representative within a reasonable period of time after receipt of such request. For the avoidance of
doubt, any costs or expenses incurred by the Purchase Contract Agent in connection with complying with its obligations under this Section 8.13 shall be covered by Section 8.07. 

ARTICLE 9 

SUPPLEMENTAL AGREEMENTS 

Section 9.01. Supplemental Agreements Without Consent of Holders. Without the consent of any Holders, the Company,
the Purchase Contract Agent and the Trustee at any time and from time to time, may enter into one or more agreements supplemental hereto, in form satisfactory to the Company and the Purchase Contract Agent, to:  

(i) evidence the succession of another Person to the Company’s obligations, and the assumption by any such successor of
the covenants and obligations of the Company under this Agreement and the Units and Separate Purchase Contracts, if any; 

  
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 (ii) add to the covenants for the benefit of Holders or to surrender any of the
Company’s rights or powers hereunder; 
 (iii) evidence and provide for the acceptance of appointment of a successor
Purchase Contract Agent; 
 (iv) upon the occurrence of a Reorganization Event, solely (a) provide that each Purchase
Contract shall become a contract to purchase WGP Exchange Property or APC Exchange Property, as applicable, and (b) effect the related changes to the terms of the Purchase Contracts, in each case, as required pursuant to Section 5.02(a) and
Section 5.02(b); 
 (v) conform the terms of the Purchase Contracts or the provisions of this Agreement to the
“Description of the purchase contracts” or “Description of the Units” sections in the Prospectus Supplement; 

(vi) cure any ambiguity or manifest error, to correct or supplement any provisions that may be inconsistent, so long as such
action does not adversely affect the interest of the Holders; or 
 (vii) make any other provisions with respect to such
matters or questions, so long as such action does not adversely affect the interest of the Holders. 
 Section 9.02.
Supplemental Agreements with Consent of Holders. With the consent of the Holders of not less than a majority in number of the Outstanding Purchase Contracts, the Company, when authorized by a Board Resolution, the Purchase Contract Agent and the
Trustee may enter into an agreement or agreements supplemental hereto for the purpose of modifying in any manner the terms of the Purchase Contracts, or the provisions of this Agreement or the rights of the Holders in respect of the Purchase
Contracts; provided, however, that, except as contemplated herein, no such supplemental agreement shall, without the consent of each Holder of an Outstanding Purchase Contract affected thereby: 

(i) reduce the number of WGP Common Units deliverable or shares of APC Stock issuable, as the case may be, upon settlement of
the Purchase Contracts (except to the extent expressly provided in Section 5.01); 
 (ii) change the Mandatory Settlement
Date, the Early Settlement Right or the Fundamental Change Early Settlement Right; 
 (iii) reduce the above-stated
percentage of Outstanding Purchase Contracts the consent of the Holders of which is required for the modification or amendment of the provisions of the Purchase Contracts or the Purchase Contract Agreement; or 

(iv) impair the right to institute suit for the enforcement of the Purchase Contracts. 

  
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 It shall not be necessary for any consent of Holders under this Section to approve the particular
form of any proposed supplemental agreement, but it shall be sufficient if such consent shall approve the substance thereof. 

Section 9.03. Execution of Supplemental Agreements. In executing, or accepting the additional agencies created by,
any supplemental agreement permitted by this Article or the modifications thereby of the agencies created by this Agreement, the Purchase Contract Agent and Trustee shall be provided, and (subject to Section 8.01) shall be fully protected in relying
upon, an Officers’ Certificate and an Opinion of Counsel stating that the execution of such supplemental agreement is authorized or permitted by this Agreement and does not violate the Indenture, and that any and all conditions precedent to the
execution and delivery of such supplemental agreement have been satisfied. The Purchase Contract Agent and Trustee may, but shall not be obligated to, enter into any such supplemental agreement that affects the Purchase Contract Agent’s or
Trustee’s own rights, duties or immunities under this Agreement or otherwise.  
 Section 9.04. Effect of
Supplemental Agreements. Upon the execution of any supplemental agreement under this Article, this Agreement shall be modified in accordance therewith, and such supplemental agreement shall form a part of this Agreement for all purposes; and
every Holder of Securities theretofore or thereafter authenticated on behalf of the Holders and delivered hereunder, shall be bound thereby.  

Section 9.05. Reference to Supplemental Agreements. Securities authenticated on behalf of the Holders and delivered
after the execution of any supplemental agreement pursuant to this Article may, and shall if required by the Purchase Contract Agent, bear a notation in form approved by the Purchase Contract Agent as to any matter provided for in such supplemental
agreement. If the Company shall so determine, new Securities so modified as to conform, in the opinion of the Purchase Contract Agent, the Trustee and the Company, to any such supplemental agreement may be prepared and executed by the Company and
authenticated on behalf of the Holders and delivered by the Purchase Contract Agent in exchange for outstanding Securities.  

Section 9.06. Notice of Supplemental Agreements. After any supplemental agreement under this Article becomes
effective, the Company shall mail to the Holders a notice briefly describing such supplemental agreement; provided, however, that the failure to give such notice to all Holders, or any defect therein, shall not impair or affect the
validity of such supplemental agreement.  

  
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 ARTICLE 10 

CONSOLIDATION, MERGER, SALE, ASSIGNMENT, TRANSFER,
LEASE OR CONVEYANCE 
 Section 10.01. Covenant Not to Consolidate, Merge,
Sell, Assign, Transfer, Lease or Convey Property Except Under Certain Conditions. The Company covenants that it will not merge with or into or consolidate with any other Person or sell, assign, transfer, lease or convey all or substantially all
of its properties and assets to any Person or entity, unless:  
 (i) the resulting, surviving or transferee entity
(if not the Company) is a corporation, partnership or trust organized and existing under the laws of any domestic or foreign jurisdiction, and such entity (if not the Company) expressly assumes in writing all of the Company’s obligations under
the Units, the Purchase Contracts and this Agreement; 
 (ii) immediately after the merger, consolidation, sale, assignment,
transfer, lease or conveyance, no default has occurred and is continuing under the Units, the Purchase Contracts or this Agreement; and 

(iii) the Company has delivered to the Purchase Contract Agent the Officers’ Certificate and Opinion of Counsel required
under Section 10.03. 
 Section 10.02. Rights and Duties of Successor Entity. In case of any such merger,
consolidation, sale, assignment, transfer, lease or conveyance and upon any such assumption by a successor entity in accordance with Section 10.01, such successor entity shall succeed to and be substituted for the Company with the same effect as if
it had been named herein as the Company. Such successor entity thereupon may cause to be signed, and may issue either in its own name or in the name of the Company, any or all of the Securities evidencing Units or Purchase Contracts issuable
hereunder which theretofor shall not have been signed by the Company and delivered to the Purchase Contract Agent; and, upon the order of such successor entity, instead of the Company, and subject to all the terms, conditions and limitations in this
Agreement prescribed, the Purchase Contract Agent and Trustee (if applicable) shall authenticate on behalf of the Holders and deliver any Securities that previously shall have been signed and delivered by the officers of the Company to the Purchase
Contract Agent and Trustee for authentication, and any Security evidencing Units or Purchase Contracts that such successor corporation thereafter shall cause to be signed and delivered to the Purchase Contract Agent and Trustee for that purpose. All
the Securities issued shall in all respects have the same legal rank and benefit under this Agreement as the Securities theretofor or thereafter issued in accordance with the terms of this Agreement as though all of such Securities had been issued
at the date of the execution hereof.  
 In the event of any such merger, consolidation, sale, assignment, transfer, lease or
conveyance, such change in phraseology and form (but not in substance) may be made in the Securities evidencing Units or Purchase Contracts thereafter to be issued as may be appropriate. 

Section 10.03. Officers’ Certificate and Opinion of Counsel Given to Purchase Contract Agent. The Purchase
Contract Agent, subject to Section 8.01 and Section 8.03, shall receive an Officers’ Certificate and an Opinion of Counsel as conclusive evidence that any such merger, consolidation, sale, assignment, transfer, lease or conveyance, and any such
assumption, complies with the provisions of this Article and that all conditions precedent to the consummation of any such merger, consolidation, sale, assignment, transfer, lease or conveyance have been complied with.  

  
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 ARTICLE 11 

COVENANTS OF THE COMPANY 

Section 11.01. Performance Under Purchase Contracts. The Company covenants and agrees for the benefit of the Holders
from time to time of the Units and Purchase Contracts that it will duly and punctually perform its obligations under the Units and Purchase Contracts in accordance with the terms of the Units and Purchase Contracts and this Agreement.  

Section 11.02. Maintenance of Office or Agency. The Company will maintain in the Borough of Manhattan, New York
City, an office or agency where Securities may be presented or surrendered for acquisition of WGP Common Units or shares of APC Stock, as the case may be, deliverable upon settlement of the Purchase Contracts on any Settlement Date, and where
notices and demands to or upon the Company in respect of the Purchase Contracts and this Agreement may be served. The Company shall give prompt written notice to the Purchase Contract Agent of the location, and any change in the location, of such
office or agency. If at any time the Company shall fail to maintain any such required office or agency or shall fail to furnish the Purchase Contract Agent with the address thereof, such presentations, surrenders, notices and demands may be made or
served at the Corporate Trust Office, and the Company hereby appoints the Purchase Contract Agent as its agent to receive all such presentations, surrenders, notices and demands.  

The Company may also from time to time designate one or more other offices or agencies where Securities may be presented or surrendered
for any or all such purposes and may from time to time rescind such designations; provided, however, that no such designation or rescission shall in any manner relieve the Company of its obligation to maintain an office or agency in
the Borough of Manhattan, New York City, for such purposes. The Company shall give prompt written notice to the Purchase Contract Agent of any such designation or rescission and of any change in the location of any such other office or agency. The
Company hereby designates as the place of payment for the Purchase Contracts the Corporate Trust Office and appoints the Purchase Contract Agent at its Corporate Trust Office as paying agent in such city.  

Section 11.03. Statements of Officers of the Company as to Default; Notice of Default. (a) The Company will
deliver to the Purchase Contract Agent, within 120 days after the end of each fiscal year of the Company (which as of the Issue Date is December 31) ending after the date hereof, an Officers’ Certificate (one of the signers of which shall
be the principal executive officer, principal financial officer or principal accounting officer of the Company), stating whether or not to the knowledge of the signers thereof the Company is in default in the performance and observance of any of the
terms, provisions and conditions hereof, and if the Company shall be in default, specifying all such defaults and the nature and status thereof of which they may have knowledge and what action the Company is taking or proposes to take with respect
thereto.  
 (b) The Company shall promptly deliver to the Purchase Contract Agent written notice of the occurrence of any default in
the performance and observance of any of the terms, provisions and conditions hereof and the status thereof. 

  
 75 







 Section 11.04. Existence. The Company shall do or cause to be done all
things necessary to preserve and keep in full force and effect its existence in accordance with its organizational documents, and the material rights, licenses and franchises of the Company; provided that this Section 11.04 shall not prohibit
any transaction otherwise permitted by Article 10.  
 Section 11.05. Company to Reserve APC Stock. The
Company shall at all times reserve and keep available out of its authorized but unissued APC Stock, solely for issuance and delivery upon settlement of the Purchase Contracts, that number of shares of APC Stock as shall from time to time be issuable
upon the settlement of all Outstanding Purchase Contracts (whether or not included in a Unit), assuming settlement per Purchase Contract at the Share Cap.  

Section 11.06. Covenants as to APC Stock and Listing. (a) The Company covenants that all shares of APC Stock
issuable upon settlement of any Outstanding Purchase Contract will, upon issuance, be duly authorized, validly issued, fully paid and nonassessable, free from all taxes, liens and charges and not subject to any preemptive rights.  

The Company further covenants that, if at any time the APC Stock shall be listed on the NYSE or any other national securities exchange, the
Company shall, if permitted by the rules of such exchange, list and keep listed or reserve for listing and keep reserved for listing, so long as the APC Stock shall be so listed on such exchange, all APC Stock issuable upon settlement of the
Purchase Contracts. 
 (b) The Company shall apply to list the Units on the NYSE under the symbol “AEUA,” subject to satisfaction
of the NYSE’s minimum listing standards with respect to the Units. 
 (c) The Company covenants that all WGP Common Units delivered
upon settlement of the Purchase Contracts will have been approved for listing on the NYSE. 
 Section 11.07. Tax
Treatment. The Company agrees, and by purchasing a Unit each Beneficial Holder agrees, for United States federal income tax purposes, to (a) treat a Unit as an investment unit composed of two separate instruments, a Purchase Contract and a
Note, (b) treat each Purchase Contract as a prepaid forward contract to purchase a variable number of WGP Common Units or, at the Company’s election, shares of APC Stock on the Settlement Date, (c) treat the Notes as indebtedness of
the Company and (d) in the case of each Beneficial Holder acquiring the Units at original issuance, allocate the Stated Amount of each Unit between the Note and the Purchase Contract in proportion to their relative fair market values so that
such Beneficial Holder’s initial tax basis in each Note will be $10.9507 and each such Beneficial Holder’s initial tax basis in each Purchase Contract will be $39.0493. 

Section 11.08. Foreign Reorganizations. The Company shall not consummate any Foreign Reorganization until the sixth Trading
Day immediately following the Fundamental Change Early Settlement Date related to such Foreign Reorganization (or, if earlier, the third Trading Day immediately following the Mandatory Settlement Date). 

[SIGNATURES ON THE FOLLOWING PAGE] 

  
 76 







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

			
	ANADARKO PETROLEUM CORPORATION
		
	By:		 /s/ Albert L. Richey

	Name:		Albert L. Richey
	Title:		 Senior Vice President,
 Finance and
Treasurer

	
	THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., as Purchase Contract Agent
		
	By:		 /s/ Lawrence M. Kusch

	Name:		Lawrence M. Kusch
	Title:		Vice President
	
	THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., as Trustee under the Indenture
		
	By:		 /s/ Lawrence M. Kusch

	Name:		Lawrence M. Kusch
	Title:		Vice President



  
 77 







 
			
	THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., as Attorney-in-Fact of the Holders from time to time as provided under the Purchase Contract Agreement
		
	By:		 /s/ Lawrence M. Kusch

	Name:		Lawrence M. Kusch
	Title:		Vice President



  
 78 







 EXHIBIT A 

[FORM OF FACE OF UNIT] 

[THIS SECURITY IS A GLOBAL UNIT WITHIN THE MEANING OF THE PURCHASE CONTRACT AGREEMENT HEREINAFTER REFERRED TO AND IS REGISTERED IN THE
NAME OF A DEPOSITARY OR A NOMINEE OF A DEPOSITARY OR A SUCCESSOR DEPOSITARY. UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR SECURITIES IN CERTIFICATED FORM, THIS SECURITY MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY THE DEPOSITORY TRUST
COMPANY, A NEW YORK CORPORATION (THE “DEPOSITARY”) TO THE NOMINEE OF THE DEPOSITARY OR BY A NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY OR BY THE DEPOSITARY OR ANY SUCH NOMINEE TO A SUCCESSOR
DEPOSITARY OR A NOMINEE OF SUCH SUCCESSOR DEPOSITARY. 
 UNLESS THIS SECURITY IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITARY TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY SECURITY ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITARY (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITARY), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL
INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]* 
  

 

	*	Include if a Global Unit. 


  
 1 







 ANADARKO PETROLEUM CORPORATION 

7.50% TANGIBLE EQUITY UNITS 
  

			
	CUSIP No. 032511 404		
	ISIN No. US0325114041		
	No.     		[Initial]* Number of Units                     

 This Unit certifies that [CEDE & CO., as nominee of The Depository Trust
Company]*[                    ]** (the “Holder”), or registered assigns, is the registered owner of the number of Units set forth
above[, which number may from time to time be reduced or increased, as set forth on Schedule A, as appropriate, in accordance with the terms of the Purchase Contract Agreement (as defined below), but which number, taken together with the number of
all other outstanding Units, shall not exceed 8,000,000 Units at any time (as increased by a number equal to the aggregate number of any additional Units purchased by the Underwriters pursuant to the exercise of their over-allotment option as set
forth in the Underwriting Agreement)]*.  
 Each Unit consists of (i) a Purchase Contract issued by the Company, and
(ii) a Note issued by the Company. Each Unit evidenced hereby is governed by a Purchase Contract Agreement, dated as of June 10, 2015 (as may be supplemented from time to time, the “Purchase Contract Agreement”), among the
Company, The Bank of New York Mellon Trust Company, N.A., as Purchase Contract Agent and as attorney-in-fact for the Holders of Purchase Contracts from time to time (including its successors hereunder, the “Purchase Contract Agent”)
and The Bank of New York Mellon Trust Company, N.A., as Trustee (including its successors hereunder, the “Trustee”) under the Indenture referred to therein (the “Indenture”).  

Reference is hereby made to the Purchase Contract Agreement and the Indenture and, in each case supplemental agreements thereto, for a
description of the respective rights, limitations of rights, obligations, duties and immunities thereunder of the Purchase Contract Agent, the Trustee, the Company and the Holders and of the terms upon which the Units are, and are to be, executed
and delivered. 
 Upon the conditions and under the circumstances set forth in the Purchase Contract Agreement, Holders of Units shall have
the right to separate a Unit into its component parts, and a Holder of a Separate Purchase Contract and Separate Note shall have the right to re-create a Unit. 
  

	*	Include only if a Global Unit. 


	**	Include only if not a Global Unit. 

 The Company agrees, and by purchasing a Unit each
Beneficial Holder agrees, for United States federal income tax purposes, to (1) treat a Unit as an investment unit composed of two separate instruments, a Purchase Contract and a 

  
 2 







 
Note, (2) treat each Purchase Contract as a prepaid forward contract to purchase a variable number of WGP Common Units or, at the Company’s election, APC Stock on the Settlement Date,
(3) treat the Notes as indebtedness of the Company and (4) in the case of each Beneficial Holder acquiring the Units at original issuance, allocate the Stated Amount of each Unit between the Note and the Purchase Contract based on their
relative fair market value so that such Beneficial Holder’s initial tax basis in each Note will be $10.9507 and each such Beneficial Holder’s initial tax basis in each Purchase Contract will be $39.0493. 

The Units and the rights and obligations of the parties under the Units, including the interpretation, construction, validity and
enforceability thereof, shall be governed by and construed and interpreted in accordance with the law of the State of New York. 

Capitalized terms used herein and not defined have the meanings given to such terms in the Purchase Contract Agreement. 

In the event of any inconsistency between the provisions of this Unit and the provisions of the Purchase Contract Agreement, the Purchase
Contract Agreement shall prevail. 
 [SIGNATURES ON THE FOLLOWING PAGE] 

  
 3 







 IN WITNESS WHEREOF, the Company has caused this instrument to be duly executed. 

Dated:                      

 

			
	 ANADARKO PETROLEUM CORPORATION

		
	By:		  

	Name:		
	Title:		



  
 4 







 UNIT CERTIFICATE OF AUTHENTICATION 

OF PURCHASE CONTRACT AGENT AND TRUSTEE UNDER THE 

INDENTURE 
 This is one of the
Units referred to in the within mentioned Purchase Contract Agreement. 
 Dated:
                     
  

			
	 THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., as Purchase Contract Agent

		
	By:		  

			Authorized Signatory
	
	 THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., as Trustee under the Indenture

		
	By:		  

			Authorized Signatory



  
 5 







 [FORM OF REVERSE OF UNIT] 

[Intentionally Blank] 

  
 6 







 SCHEDULE A 

[SCHEDULE OF INCREASES OR DECREASES IN NUMBER OF UNITS 

EVIDENCED BY THIS GLOBAL UNIT]* 

The initial number of Units evidenced by this Global Unit is [            ]. The
following increases or decreases in this Global Unit have been made: 
  

									
	 Date
	 	 Amount of

increase in
 number of
Units
 evidenced by

the Global Unit
	 	 Amount of

decrease in
 number of
Units
 evidenced by

the Global Unit
	 	 Number of

Units evidenced
 by the
Global
 Unit following

such decrease or

increase
	 	 Signature of

authorized
 signatory
of
 Purchase

Contract Agent

		 		 		 		 	
		 		 		 		 	
		 		 		 		 	

  

	*	Include only if a Global Unit. 


  
 7 







 ATTACHMENT 1 

[FORM OF SEPARATION NOTICE] 
 The Bank of New
York Mellon Trust Company, N.A. 
 111 Sanders Creek Parkway 

East Syracuse, NY 13057 
 Attn: DWACs 

Email: exhibitrequests@bnymellon.com 
 Re: Separation of
[Global]* Units 
 The undersigned [Beneficial Holder]* hereby notifies you that it wishes to separate
             Units [as to which it holds a Book-Entry Interest]* (the “Relevant Units”) into a number of Notes equal to the number of Relevant Units and a number of
Purchase Contracts equal to the number of Relevant Units in accordance with the Purchase Contract Agreement (the “Purchase Contract Agreement”) dated June 10, 2015 among the Company, The Bank of New York Mellon Trust Company,
N.A., as Purchase Contract Agent and as attorney-in-fact for the Holders of Purchase Contracts from time to time and The Bank of New York Mellon Trust Company, N.A., as Trustee under the Indenture referred to therein. Terms used and not defined
herein have the meaning assigned to such terms in the Purchase Contract Agreement. 
 The undersigned [includes herewith]** [Beneficial Holder has
instructed the undersigned Depository Participant to transfer to you its Book-Entry Interests in]* the number of Units specified in the immediately succeeding paragraph. The undersigned [includes herewith]** [Beneficial Holder has furnished the
undersigned Depository Participant with]* the appropriate endorsements and documents and paid all applicable transfer or similar taxes, if any, to the extent required by the Purchase Contract Agreement. 

Please [deliver to the undersigned’s address specified below]** [transfer to the account of the undersigned Beneficial Holder with the undersigned
Depositary Participant the beneficial interests in]* (i) the number of Separate Notes and (ii) number of Separate Purchase Contracts represented by the number of Units specified above. 

[SIGNATURES ON THE FOLLOWING PAGE] 
  

 

	*	Include only if a Global Unit. 


	**	Include only if not a Global Unit. 


  
 8 







 IN WITNESS WHEREOF, the [undersigned has caused this instrument to be duly executed]**
[Depository Participant has caused this instrument to be duly executed on behalf of itself and the undersigned Beneficial Holder]*. 
 Dated:
                     
  

			
	[NAME OF BENEFICIAL HOLDER]
		
	By:		  

	Name:		
	Title:		
	Address:		
	
	  



  

			
	 [NAME OF DEPOSITORY

PARTICIPANT]*

		
	By:		  

	Name:		
	Address:		

 Attest By: 
  

 

	*	Include only if a Global Unit. 


	**	Include only if not a Global Unit. 


  
 9 







 ATTACHMENT 2 

[FORM OF RECREATION NOTICE] 
 The Bank of New
York Mellon Trust Company, N.A. 
 111 Sanders Creek Parkway 

East Syracuse, NY 13057 
 Attn: DWACs 

Email: exhibitrequests@bnymellon.com 
 Re: Recreation of
[Global]* Units 
 The undersigned [Beneficial Holder]* hereby notifies you that it wishes to recreate
             Units [as to which it holds a Book-Entry Interest]* (the “New Units”) from a number of Separate Notes equal to the number of New Units and a number of Separate
Purchase Contracts equal to the number of New Units in accordance with the Purchase Contract Agreement (the “Purchase Contract Agreement”) dated as of June 10, 2015 among the Company, The Bank of New York Mellon Trust Company,
N.A., as Purchase Contract Agent and as attorney-in-fact for the Holders of Purchase Contracts from time to time and The Bank of New York Mellon Trust Company, N.A., as Trustee under the Indenture referred to therein. Terms used and not defined
herein have the meaning assigned to such terms in the Purchase Contract Agreement. 
 The undersigned [includes herewith]** [Beneficial Holder has
instructed the undersigned Depository Participant to transfer to you its Book-Entry Interests in]* the applicable number of Separate Notes and the applicable number of Separate Purchase Contracts sufficient for the recreation of the number of Units
specified above. The undersigned [includes herewith]** [Beneficial Holder has furnished the undersigned Depository Participant with]* the appropriate endorsements and documents and paid all applicable transfer or similar taxes, if any, to the extent
required by the Purchase Contract Agreement. 
 Please [deliver to the undersigned’s address specified below]** [transfer to the account of the
undersigned Beneficial Holder with the undersigned Depositary Participant the beneficial interests in]* the number of Units specified above. 

[SIGNATURES ON THE FOLLOWING PAGE] 
  

 

	*	Include only if a Global Unit. 


	**	Include only if not a Global Unit. 


  
 10 







 IN WITNESS WHEREOF, the [undersigned has caused this instrument to be duly executed]**
[Depository Participant has caused this instrument to be duly executed on behalf of itself and the undersigned Beneficial Holder]*. 
 Dated:
                     
  

			
	[NAME OF BENEFICIAL HOLDER]
		
	By:		  

	Name:		
	Title:		
	Address:		
	
	  



  

			
	 [NAME OF DEPOSITORY

PARTICIPANT]*

		
	By:		  

	Name:		
	Address:		

 Attest By: 
  

 

	*	Include only if a Global Unit. 


	**	Include only if not a Global Unit. 


  
 11 







 ATTACHMENT 3 

ANADARKO PETROLEUM CORPORATION 

PURCHASE CONTRACTS 
  

			
	No.     		Initial Number of Purchase Contracts:             

 This Purchase Contract certifies that The Bank of New York Mellon Trust Company, N.A., as attorney-in-fact of
holder(s) of the Purchase Contracts evidenced hereby, or its registered assigns (the “Holder”) is the registered owner of the number of Purchase Contracts set forth above, which number may from time to time be reduced or increased
as set forth on Schedule A hereto, as appropriate, in accordance with the terms of the Purchase Contract Agreement (as defined below), but which number of Purchase Contracts, taken together with the number of all other Outstanding Purchase
Contracts, shall not exceed 8,000,000 Purchase Contracts at any time (as increased by a number equal to the aggregate number of any additional Units purchased by the Underwriters pursuant to the exercise of their over-allotment option as set forth
in the Underwriting Agreement). 
 Each Purchase Contract consists of the rights of the Holder under such Purchase Contract with the
Company. All capitalized terms used herein which are defined in the Purchase Contract Agreement (as defined on the reverse hereof) have the meaning set forth therein. 

Each Purchase Contract evidenced hereby obligates the Company to deliver to the Holder of this Purchase Contract on the Mandatory Settlement
Date a number of common units representing limited partner interests in Western Gas Equity Partners, LP (“WGP Common Units”) (subject to the Company’s right to elect to deliver shares of its common stock, par value $0.10 per
share (“APC Stock”), in lieu of such WGP Common Units) equal to the Settlement Rate, unless such Purchase Contract has settled prior to the Mandatory Settlement Date, all as provided in the Purchase Contract Agreement and more fully
described on the reverse hereof. 
 Reference is hereby made to the further provisions set forth on the reverse hereof, which further
provisions shall for all purposes have the same effect as if set forth at this place. 
 [SIGNATURES ON THE FOLLOWING PAGE] 

  
 12 







 IN WITNESS WHEREOF, the Company has caused this instrument to be duly executed. 

 

			
	 ANADARKO PETROLEUM

CORPORATION

		
	By:		  

	Name:		
	Title:		


 Dated:
                     

  
 13 







 
			
	 REGISTERED HOLDER(S) (as to obligations of such holder(s) under the Purchase Contracts
evidenced hereby)
  
 By: THE BANK OF NEW YORK
MELLON TRUST COMPANY, N.A., not individually but solely as Attorney-in-Fact of such holder(s)

		
	By:		  

	Name:		
	Title:		



  
 14 







 PURCHASE CONTRACT CERTIFICATE OF AUTHENTICATION OF 

PURCHASE CONTRACT AGENT 
 This is
one of the Purchase Contracts referred to in the within-mentioned Purchase Contract Agreement. 
  

			
	 THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., as Purchase Contract Agent

		
	By:		  

			Authorized Signatory


 Dated:
                     

  
 15 







 [REVERSE OF PURCHASE CONTRACT] 

Each Purchase Contract evidenced hereby is governed by a Purchase Contract Agreement, dated as of June 10, 2015 (as may be
supplemented from time to time, the “Purchase Contract Agreement”), among Anadarko Petroleum Corporation, a Delaware corporation (the “Company”), The Bank of New York Mellon Trust Company, N.A., as Purchase Contract
Agent and as attorney-in-fact for the Holders of Purchase Contracts from time to time (including its successors hereunder, the “Purchase Contract
Agent”) and The Bank of New York Mellon Trust Company, N.A., as Trustee under the Indenture referred to therein. Reference is hereby made to the Purchase Contract Agreement and supplemental agreements thereto for a description of the
respective rights, limitations of rights, obligations, duties and immunities thereunder of the Purchase Contract Agent, the Company and the Holders and of the terms upon which the Purchase Contracts are, and are to be, executed and delivered. 

 Each Purchase Contract evidenced hereby obligates the Company to deliver to the Holder of this Purchase Contract, on the Mandatory
Settlement Date, a number of WGP Common Units (subject to the Company’s right to elect to deliver shares of APC Stock in lieu of such WGP Common Units) equal to the Settlement Rate, unless such Purchase Contract has settled prior to the
Mandatory Settlement Date, pursuant to the terms of the Purchase Contract Agreement. 
 No fractional WGP Common Units will be delivered,
and no fractional shares of APC Stock will be issued and delivered upon settlement of Purchase Contracts, as provided in Section 4.13 of the Purchase Contract Agreement. 

The Purchase Contracts are issuable only in registered form and only in denominations of a single Purchase Contract and any integral multiple
thereof. The transfer of any Purchase Contract will be registered and Purchase Contracts may be exchanged as provided in the Purchase Contract Agreement. 

The Purchase Contracts are initially being issued as part of the 7.50% Tangible Equity Units (the “Units”) issued by
the Company pursuant to the Purchase Contract Agreement. Holders of the Units have the right to separate such Units into their constituent parts, consisting of Separate Notes and Separate Purchase Contracts, during the times, and under the
circumstances, described in the Purchase Contract Agreement. Following separation of any Unit into its constituent parts, the Separate Purchase Contracts are transferable independently from the Separate Notes. In addition, Separate Purchase
Contracts can be recombined with Separate Notes to recreate Units, as provided for in the Purchase Contract Agreement. 
 The Holder
of this Purchase Contract, by its acceptance hereof, authorizes the Purchase Contract Agent to enter into and perform the Purchase Contract Agreement on its behalf as its attorney-in-fact and agrees to be bound by the terms and provisions thereof.


  
 16 







 Subject to certain exceptions set forth in the Purchase Contract Agreement, the provisions of the
Purchase Contract Agreement may be amended with the consent of the Holders of a majority of the Purchase Contracts. 
 The Purchase
Contracts and the rights and obligations of the parties under the Purchase Contracts, including the interpretation, construction, validity and enforceability thereof, shall be governed by and construed and interpreted in accordance with the law of
the State of New York. 
 The Company, the Purchase Contract Agent, and any agent of the Company or the Purchase Contract Agent, may
treat the Person in whose name this Purchase Contract is registered as the owner of the Purchase Contracts, evidenced hereby, for the purpose of performance of the Purchase Contracts evidenced by such Purchase Contracts and for all other purposes
whatsoever, and neither the Company nor the Purchase Contract Agent, nor any agent of the Company or the Purchase Contract Agent, shall be affected by notice to the contrary. 

The Purchase Contracts shall not entitle the Holder to any of the rights of a holder of the WGP Common Units, the APC Stock or other Exchange
Property, except as provided by the Purchase Contract Agreement. 
 Each Purchase Contract (whether or not included in a Unit) is a security
governed by Article 8 of the Uniform Commercial Code as in effect in the State of New York on the date hereof. 
 A copy of the Purchase
Contract Agreement is available for inspection at the offices of the Company. 
 In the event of any inconsistency between the provisions of
this Purchase Contract and the provisions of the Purchase Contract Agreement, the Purchase Contract Agreement shall prevail. 

  
 17 







 ABBREVIATIONS 

The following abbreviations, when used in the inscription on the face of this instrument, shall be construed as though they were written out
in full according to applicable laws or regulations: 
  

											
	 TEN COM:
		as tenants in common						
	 UNIF GIFT MIN ACT:  
		_______________    		Custodian		_______________    		
			(cust)						(minor)		
			Under Uniform Gifts to Minors						
			Act of		      

			      

	TENANT:		as tenants by the entireties						
	JT TEN:		as joint tenants with rights of survivorship and not as tenants in common						

 Additional abbreviations may also be used though not in the above list. 

FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s) unto 

(Please insert Social Security or Taxpayer I.D. or other Identifying Number of Assignee) 

(Please Print or Type Name and Address Including Postal Zip Code of Assignee) 

the within Purchase Contracts and all rights thereunder, hereby irrevocably constituting and appointing attorney
                    , to transfer said Purchase Contracts on the books of the Company with full power of substitution in the premises. 

 

							
	DATED:                     		Signature		  

			
					Notice: The signature to this assignment must correspond with the name as it appears upon the face of the within Purchase Contracts in every particular, without alteration or enlargement or any change
whatsoever.
				
	Signature Guarantee:		  
				

  

  
 18 







 SETTLEMENT INSTRUCTIONS 

The undersigned Holder directs that a certificate for WGP Common Units, shares of APC Stock or other securities, as applicable, deliverable
upon settlement of the number of Purchase Contracts evidenced by this Purchase Contract be registered in the name of, and delivered, and/or a check in payment for the cash deliverable upon settlement of such Purchase Contracts (including for any
fractional WGP Common Unit or fractional share of APC Stock) be paid, to the undersigned at the address indicated below unless a different name and address have been indicated below. If WGP Common Units, shares of APC Stock or other securities, as
applicable, are to be registered in the name of a Person other than the undersigned, the undersigned will pay any transfer tax payable incidental thereto, as provided in the Purchase Contract Agreement. 

 

											
	Dated:                     						  

							Signature
							Signature Guarantee:		  
		
							(if assigned to another Person)		

 If securities are to be registered in the name of and delivered to (or cash is to be paid to) a Person other than the Holder,
please (i) print such Person’s name and address and (ii) provide a guarantee of your signature: 
  

					
	  
				  

	Name				Name
			
	Address				Address
	  
				  

	  
				  

	Social Security or other Taxpayer				  

	Identification Number, if any				


  
 19 







 ELECTION TO SETTLE EARLY 

The undersigned Holder of this Purchase Contract hereby irrevocably exercises the option to effect Early Settlement (which Early Settlement
may, as applicable, be deemed to be in connection with a Fundamental Change pursuant to Section 4.07 of the Purchase Contract Agreement) in accordance with the terms of the Purchase Contract Agreement with respect to the Purchase Contracts evidenced
by this Purchase Contract as specified below. The undersigned Holder directs that a certificate for WGP Common Units, shares of APC Stock or other securities, as applicable, deliverable upon such Early Settlement be registered in the name of, and
delivered, and/or a check in payment for the cash deliverable upon such Early Settlement (including for any fractional WGP Common Unit or fractional share of APC Stock) be paid, together with any Purchase Contract representing any Purchase Contracts
evidenced hereby as to which Early Settlement is not effected, to the undersigned at the address indicated below unless a different name and address have been indicated below. If WGP Common Units, shares of APC Stock or other securities, as
applicable, are to be registered in the name of a Person other than the undersigned, the undersigned will pay any transfer tax payable incident thereto, as provided in the Purchase Contract Agreement. 

 

									
	Dated:                     								  

									Signature
				
	Signature Guarantee:		  
				


  
 20 







 Number of Purchase Contracts evidenced hereby as to which Early Settlement is being elected: 

 

					
	If WGP Common Units, shares of APC Stock or other securities are to be registered in the name of and delivered to a Person other than the Holder, please print such Person’s name and address:				REGISTERED HOLDER
				Please print name and address of Registered Holder:
			
	  
				  

	Name				Name
			
	Address				Address
	  
				  

	  
				  

	Social Security or other Taxpayer				  

	 Identification Number, if any
				


  
 21 







 SCHEDULE A 

SCHEDULE OF INCREASES OR DECREASES 

IN THE NUMBER OF PURCHASE CONTRACTS 

EVIDENCED BY THIS PURCHASE CONTRACT 

The initial number of Purchase Contracts evidenced by this certificate is
                    . The following increases or decreases in this certificate have been made: 

 

									
	 Date
	 	 Amount of

increase in
 number
of
 Purchase

Contracts
 evidenced

hereby
	 	 Amount of

decrease in
 number
of
 Purchase

Contracts
 evidenced

hereby
	 	 Number of

Purchase
 Contracts

evidenced
 hereby

following such
 decrease
or
 increase
	 	 Signature of

authorized
 signatory
of
 Purchase

Contract Agent

		 		 		 		 	
		 		 		 		 	
		 		 		 		 	


  
 22 







 ATTACHMENT 4 

ANADARKO PETROLEUM CORPORATION 

1.50% SENIOR AMORTIZING NOTES DUE 2018 
  

			
	 No.    
		Initial Number of Notes:                    

 ANADARKO PETROLEUM CORPORATION, a Delaware corporation (the “Company”, which term includes
any successor under the Indenture hereinafter referred to), for value received, hereby promises to pay to The Bank of New York Mellon Trust Company, N.A., as attorney-in-fact of holder(s) of the Notes evidenced hereby, or its registered assigns (the
“Holder”), the initial principal amount of $10.9507 for each of the number of Notes set forth above, which number of Notes may from time to time be reduced or increased as set forth in Schedule A hereto, as appropriate, in
accordance with the terms of the Indenture, but which number of Notes, taken together with the number of all other Outstanding Notes, shall not exceed 8,000,000 Notes at any time (as increased by a number of Notes equal to the number of any
additional Units purchased by the Underwriters pursuant to the exercise of their over-allotment option as set forth in the Underwriting Agreement), in equal quarterly installments (except for the first such payment) (each such payment, an
“Installment Payment,” constituting a payment of interest at the rate per year of 1.50% and a partial repayment of principal) payable on each March 7, June 7, September 7 and December 7, commencing on
September 7, 2015 (each such date, an “Installment Payment Date” and the period from, and including, June 10, 2015 to, but excluding, the first Installment Payment Date and each subsequent full quarterly period from, and
including, an Installment Payment Date to, but excluding, the immediately succeeding Installment Payment Date, an “Installment Payment Period”), all as set forth on the reverse hereof, with the final Installment Payment due and
payable on June 7, 2018. 
 The Installment Payment on any Installment Payment Date shall be computed on the basis of a 360-day year
consisting of twelve 30-day months. If an Installment Payment for any period shorter or longer than a full Installment Payment Period, such Installment Payment shall be computed on the basis of the number of days elapsed per 30-day month. In the
event that any Installment Payment Date is not a Business Day, then payment of the Installment Payment on such date will be made on the next succeeding day that is a Business Day, and without any interest or other payment in respect of any such
delay. Installment Payments shall be paid to the Person in whose name the Note is registered at the close of business on February 23, May 23, August 23 and November 23, as applicable (each, a “Regular Record
Date”). Installment Payments on this Note will be made at the office or agency of the Company maintained for that purpose in New York, New York, in such coin or currency of the United States of


  
 23 







 
America as at the time of payment is legal tender for payment of public and private debts, against surrender of this Note in the case of the Installment Payment due on the Maturity Date;
provided, however, that if this Note is not a Global Note, (i) Installment Payments, other than the final Installment Payment, will be made by check mailed to the address of the Person entitled thereto as such address shall appear
in the Security Register; and the final Installment Payment will be made by check against surrender of this Note; (ii) all payments by check will be made in next-day funds (i.e., funds that become available on the day after the check is
cashed); and (iii) notwithstanding clauses (i) and (ii) above, with respect to any payment of any amount due on this Note, if this Note has an initial principal amount of at least $1,000,000 and the Holder hereof at the time of
surrender hereof or, in the case of any Installment Payment other than the final Installment Payment, the Holder thereof on the related Regular Record Date delivers a written request to the Paying Agent to make such Installment Payment by wire
transfer at least five Business Days before the date such payment becomes due, together with appropriate wire transfer instructions specifying an account at a bank in New York, New York, the Company shall make such payment by wire transfer of
immediately available funds to such account at such bank in New York City, any such wire instructions, once properly given by a Holder as to this Note, remaining in effect as to such Holder and this Note unless and until new instructions are given
in the manner described above; provided further, that notwithstanding anything in the foregoing to the contrary, if this Note is a Global Note, payment shall be made pursuant to the Applicable Procedures of the Depositary as permitted in the
Indenture. 
 This Note shall not be entitled to any benefit under the Indenture hereinafter referred to or be valid or obligatory for any
purpose until the Certificate of Authentication shall have been manually signed by or on behalf of the Trustee. 
 Reference is hereby made
to the further provisions of this Note set forth on the reverse hereof, which will for all purposes have the same effect as if set forth at this place. 

[SIGNATURES ON THE FOLLOWING PAGE] 

  
 24 







 IN WITNESS WHEREOF, the Company has caused this instrument to be duly executed. 

Dated:                      

 

			
	ANADARKO PETROLEUM CORPORATION
		
	By:		  

	Name:		
	Title:		


 CERTIFICATE OF AUTHENTICATION 
  

			
	THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., as Trustee, certifies that this is one of the Notes of the series designated herein referred to in the within mentioned Indenture.
	
	Dated:
	
	THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., as Trustee
		
	By:		  

			Authorized Signatory


  
 25 







 REVERSE OF NOTE 

ANADARKO PETROLEUM CORPORATION 

1.50% Senior Amortizing Notes due 2018 

This Note is one of a duly authorized series of Securities of the Company designated as its 1.50% Senior Amortizing Notes due 2018
(herein sometimes referred to as the “Notes”), issued under the Indenture for Debt Securities, dated as of September 19, 2006, between the Company and The Bank of New York Mellon Trust Company, N.A., as trustee (the
“Trustee,” which term includes any successor trustee under the Indenture) (including any provisions of the Trust Indenture Act that are deemed incorporated therein) (the “Base Indenture”), as supplemented by the
Third Supplemental Indenture, dated as of June 10, 2015 (the “Third Supplemental Indenture”), between the Company and the Trustee (the Base Indenture and, as supplemented by the Third Supplemental Indenture, the
“Indenture”), to which Indenture reference is hereby made for a description of the rights, limitations of rights, obligations, duties and immunities thereunder of the Trustee, the Company and the Holders. The terms of other series
of Securities issued under the Base Indenture may vary with respect to interest rates, issue dates, maturity, redemption, repayment, currency of payment and otherwise as provided in the Base Indenture. The Indenture further provides that Securities
of a single series may be issued at various times, with different maturity dates and may bear interest at different rates. This series of Securities is limited in aggregate principal amount as specified in the Third Supplemental Indenture. 

 Each Installment Payment shall constitute a payment of interest (at an annual rate of 1.50%) and a partial repayment of principal on
the Notes, allocated with respect to each Note as set forth in the schedule below: 
  

									
	 Installment Payment Date
	  	Amount of Principal	 	  	Amount of Interest	 
	 September 7, 2015
	  	$	0.8666	  	  	$	0.0397	  
	 December 7, 2015
	  	$	0.8997	  	  	$	0.0378	  
	 March 7, 2016
	  	$	0.9031	  	  	$	0.0344	  
	 June 7, 2016
	  	$	0.9064	  	  	$	0.0311	  
	 September 7, 2016
	  	$	0.9098	  	  	$	0.0277	  
	 December 7, 2016
	  	$	0.9133	  	  	$	0.0242	  
	 March 7, 2017
	  	$	0.9167	  	  	$	0.0208	  
	 June 7, 2017
	  	$	0.9201	  	  	$	0.0174	  
	 September 7, 2017
	  	$	0.9236	  	  	$	0.0139	  
	 December 7, 2017
	  	$	0.9270	  	  	$	0.0105	  
	 March 7, 2018
	  	$	0.9305	  	  	$	0.0070	  
	 June 7, 2018
	  	$	0.9340	  	  	$	0.0035	  

 The Notes shall not be subject to redemption at the option of the Company. 

  
 26 







 This Note is not entitled to the benefit of any sinking fund. The Base Indenture contains
provisions in Articles IV and XIII thereof for the satisfaction and discharge of the Indenture and for defeasance and covenant defeasance at any time of the indebtedness on this Note upon compliance by the Company with certain conditions set forth
therein, which provisions apply to this Note. 
 If an Event of Default with respect to the Notes shall occur and be continuing, then
(unless no declaration of acceleration or notice is required for such Event of Default) either the Trustee or the Holders of not less than 25% in principal amount of the Notes then Outstanding may declare the principal amount of the Notes,
plus accrued but unpaid interest thereon, to be due and payable immediately, in the manner, subject to the conditions and with the effect provided in the Indenture.  

The Indenture permits, with certain exceptions as therein provided, the Company and the Trustee, with the consent of the Holders of a majority
in principal amount of the Notes at the time Outstanding, to execute supplemental indentures for certain purposes as described therein. 

No provision of this Note or of the Indenture shall alter or impair the obligation of the Company, which is absolute and unconditional, to pay
Installment Payments on this Note at the time, place and rate, and in the coin or currency, herein and in the Indenture prescribed. 

The Notes are originally being issued as part of the 7.50% Tangible Equity Units (the “Units”) issued by the Company
pursuant to that certain Purchase Contract Agreement, dated as of June 10, 2015, among the Company, The Bank of New York Mellon Trust Company, N.A., as Purchase Contract Agent and as attorney-in-fact for the holders of Purchase Contracts from
time to time and The Bank of New York Mellon Trust Company, N.A., as Trustee under the Indenture (the “Purchase Contract Agreement”). Holders of the Units have the right to separate such Units into their constituent parts,
consisting of Separate Purchase Contracts (as defined in the Purchase Contract Agreement) and Separate Notes, during the times, and under the circumstances, described in the Purchase Contract Agreement. Following separation of any Unit into its
constituent Separate Note and Separate Purchase Contract, the Separate Notes are transferable independently from the Separate Purchase Contracts. In addition, Separate Notes can be recombined with Separate Purchase Contracts to recreate Units, as
provided for in the Purchase Contract Agreement. Reference is hereby made to the Purchase Contract Agreement for a more complete description of the terms thereof applicable to the Units and Notes.  

The Notes are initially issued in registered, global form without coupons in denominations initially equal to $10.9507 and integral multiples
in excess thereof. 

  
 27 







 This Note and the Indenture, and the rights and obligations of the parties hereto and thereto,
including the interpretation, construction, validity and enforceability thereof, shall be governed by and construed and interpreted in accordance with the law of the State of New York. 

Capitalized terms used but not defined in this Note shall have the meanings ascribed to such terms in the Indenture. 

The Company and each Holder agree, for United States federal income tax purposes, to treat the Notes as indebtedness of the Company. 

In the event of any inconsistency between the provisions of this Note and the provisions of the Indenture, the Indenture shall prevail. 

  
 28 







 ASSIGNMENT 
  

			
	FOR VALUE RECEIVED, the undersigned assigns and transfers this Note to:
	
	  

	
	(Insert assignee’s social security or tax identification number)
	
	  

	
	(Insert address and zip code of assignee)
	and irrevocably appoints		  

	
	agent to transfer this Note on the books of the Company. The agent may substitute another to act for him or her.

 Date:
                     
  

			
	Signature:		  




 

			
	Signature Guarantee:		  



 (Sign exactly as your name appears on the other side of this Note) 

  
 29 







 SIGNATURE GUARANTEE 

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

			
	By:		  

	Name:		
	Title:		
	
	  

	as Trustee		

  

			
	By:		  

	Name:		
	Title:		


 Attest 
  

			
	By:		  

	Name:		
	Title:		


  
 30 







 SCHEDULE A 

SCHEDULE OF INCREASES OR DECREASES IN NUMBER OF NOTES 

EVIDENCED BY THIS GLOBAL NOTE 

The initial number of Notes evidenced by this Global Note is             . The
following increases or decreases in this Global Note have been made: 
  

									
	 Date
	 	 Amount of

decrease in
 number
of
 Notes evidenced

hereby
	 	 Amount of

increase in
 number
of
 Notes evidenced

hereby
	 	 Number of

Notes evidenced

hereby
 following
such
 decrease (or

increase)
	 	 Signature of

authorized
 officer
of
 Trustee

		 		 		 		 	
		 		 		 		 	
		 		 		 		 	


  
 31 







 EXHIBIT B 

[FORM OF FACE OF PURCHASE CONTRACT] 

[THIS SECURITY IS A GLOBAL PURCHASE CONTRACT WITHIN THE MEANING OF THE PURCHASE CONTRACT AGREEMENT HEREINAFTER REFERRED TO AND IS REGISTERED
IN THE NAME OF A DEPOSITARY OR A NOMINEE OF A DEPOSITARY OR A SUCCESSOR DEPOSITARY. UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR SECURITIES IN CERTIFICATED FORM, THIS SECURITY MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY THE DEPOSITORY
TRUST COMPANY, A NEW YORK CORPORATION (THE “DEPOSITARY”) TO THE NOMINEE OF THE DEPOSITARY OR BY A NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY OR BY THE DEPOSITARY OR ANY SUCH NOMINEE TO A
SUCCESSOR DEPOSITARY OR A NOMINEE OF SUCH SUCCESSOR DEPOSITARY. 
 UNLESS THIS SECURITY IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITARY TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY SECURITY ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITARY (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITARY), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL
INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]* 
  

 

	*	Include only if a Global Purchase Contract. 


  
 1 







 ANADARKO PETROLEUM CORPORATION 

PURCHASE CONTRACTS 
 CUSIP No. 032511 123 

ISIN No. US0325111237 

			
	No.     		[Initial]* Number of Purchase Contracts:                     

 This Purchase Contract certifies that [CEDE & CO., as nominee of The Depository Trust Company]*
[                    ]**, or its registered assigns (the “Holder”) is the registered owner of the number of Purchase Contracts set
forth above[, which number may from time to time be reduced or increased as set forth on Schedule A hereto, as appropriate, in accordance with the terms of the Purchase Contract Agreement (as defined below), but which number of Purchase Contracts,
taken together with the number of all other Outstanding Purchase Contracts, shall not exceed 8,000,000 Purchase Contracts at any time (as increased by a number equal to the aggregate number of any additional Units purchased by the Underwriters
pursuant to the exercise of their over-allotment option as set forth in the Underwriting Agreement)]*. 
 Each Purchase Contract consists of
the rights of the Holder under such Purchase Contract with the Company. All capitalized terms used herein which are defined in the Purchase Contract Agreement (as defined on the reverse hereof) have the meaning set forth therein. 

Each Purchase Contract evidenced hereby obligates the Company to deliver to the Holder of this Purchase Contract on the Mandatory Settlement
Date a number of common units representing limited partner interests in Western Gas Equity Partners, LP (“WGP Common Units”) (subject to the Company’s right to elect to deliver shares of its common stock, par value $0.10 per
share (“APC Stock”), in lieu of such WGP Common Units) equal to the Settlement Rate, unless such Purchase Contract has settled prior to the Mandatory Settlement Date, all as provided in the Purchase Contract Agreement and more fully
described on the reverse hereof. 
 Reference is hereby made to the further provisions set forth on the reverse hereof, which further
provisions shall for all purposes have the same effect as if set forth at this place. 
 [SIGNATURES ON THE FOLLOWING PAGE] 

 
  

	*	Include only if a Global Purchase Contract. 


	**	Include only if not a Global Purchase Contract. 


  
 2 







 IN WITNESS WHEREOF, the Company has caused this instrument to be duly executed. 

 

			
	ANADARKO PETROLEUM CORPORATION
		
	By:		  

	Name:		
	Title:		


 Dated:
                     

  
 3 







 
			
	REGISTERED HOLDER(S) (as to
	     obligations of such holder(s) under the Purchase

    Contracts evidenced hereby)

		
	By:		THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., not individually but solely as Attorney-in-Fact of such holder(s)
		
	By:		  

	Name:		
	Title:		



  
 4 







 PURCHASE CONTRACT CERTIFICATE OF AUTHENTICATION OF 

PURCHASE CONTRACT AGENT 
 This is
one of the Purchase Contracts referred to in the within-mentioned Purchase Contract Agreement. 
  

			
	 THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., as Purchase Contract Agent

		
	By:		  

			Authorized Signatory


 Dated:
                     

  
 5 







 [REVERSE OF PURCHASE CONTRACT] 

Each Purchase Contract evidenced hereby is governed by a Purchase Contract Agreement, dated as of June 10, 2015 (as may be supplemented
from time to time, the “Purchase Contract Agreement”), among Anadarko Petroleum Corporation, a Delaware corporation (the “Company”), The Bank of New York Mellon Trust Company, N.A., as Purchase Contract Agent and as
attorney-in-fact for the Holders of Purchase Contracts from time to time (including its successors hereunder, the “Purchase Contract Agent”) and The Bank of New York Mellon Trust Company, N.A., as Trustee under the Indenture
referred to therein. Reference is hereby made to the Purchase Contract Agreement and supplemental agreements thereto for a description of the respective rights, limitations of rights, obligations, duties and immunities thereunder of the Purchase
Contract Agent, the Company and the Holders and of the terms upon which the Purchase Contracts are, and are to be, executed and delivered. 

Each Purchase Contract evidenced hereby obligates the Company to deliver to the Holder of this Purchase Contract, on the Mandatory Settlement
Date, a number of WGP Common Units (subject to the Company’s right to elect to deliver shares of APC Stock in lieu of such WGP Common Units) equal to the Settlement Rate, unless such Purchase Contract has settled prior to the Mandatory
Settlement Date, pursuant to the terms of the Purchase Contract Agreement. 
 No fractional WGP Common Units will be delivered, and no
fractional shares of APC Stock will be issued and delivered upon settlement of Purchase Contracts, as provided in Section 4.13 of the Purchase Contract Agreement. 

The Purchase Contracts are issuable only in registered form and only in denominations of a single Purchase Contract and any integral multiple
thereof. The transfer of any Purchase Contract will be registered and Purchase Contracts may be exchanged as provided in the Purchase Contract Agreement. 

The Purchase Contracts are initially being issued as part of the 7.50% Tangible Equity Units (the “Units”) issued by the
Company pursuant to the Purchase Contract Agreement. Holders of the Units have the right to separate such Units into their constituent parts, consisting of Separate Notes and Separate Purchase Contracts, during the times, and under the
circumstances, described in the Purchase Contract Agreement. Following separation of any Unit into its constituent parts, the Separate Purchase Contracts are transferable independently from the Separate Notes. In addition, Separate Purchase
Contracts can be recombined with Separate Notes to recreate Units, as provided for in the Purchase Contract Agreement. 
 The Holder of this
Purchase Contract, by its acceptance hereof, authorizes the Purchase Contract Agent to enter into and perform the Purchase Contract Agreement on its behalf as its attorney-in-fact and agrees to be bound by the terms and provisions thereof. 

  
 6 







 Subject to certain exceptions set forth in the Purchase Contract Agreement, the provisions of the
Purchase Contract Agreement may be amended with the consent of the Holders of a majority of the Purchase Contracts. 
 The Purchase
Contracts and the rights and obligations of the parties under the Purchase Contracts, including the interpretation, construction, validity and enforceability thereof, shall be governed by and construed and interpreted in accordance with the law of
the State of New York. 
 The Company, the Purchase Contract Agent, and any agent of the Company or the Purchase Contract Agent, may
treat the Person in whose name this Purchase Contract is registered as the owner of the Purchase Contracts, evidenced hereby, for the purpose of performance of the Purchase Contracts evidenced by such Purchase Contracts and for all other purposes
whatsoever, and neither the Company nor the Purchase Contract Agent, nor any agent of the Company or the Purchase Contract Agent, shall be affected by notice to the contrary. 

The Purchase Contracts shall not entitle the Holder to any of the rights of a holder of the WGP Common Units, the APC Stock or other Exchange
Property, except as provided by the Purchase Contract Agreement. 
 Each Purchase Contract (whether or not included in a Unit) is a security
governed by Article 8 of the Uniform Commercial Code as in effect in the State of New York on the date hereof. 
 A copy of the Purchase
Contract Agreement is available for inspection at the offices of the Company. 
 In the event of any inconsistency between the provisions of
this Purchase Contract and the provisions of the Purchase Contract Agreement, the Purchase Contract Agreement shall prevail. 

  
 7 







 ABBREVIATIONS 

The following abbreviations, when used in the inscription on the face of this instrument, shall be construed as though they were written out
in full according to applicable laws or regulations: 
  

											
	TEN COM:		as tenants in common						
	UNIF GIFT MIN ACT:  		_______________    		Custodian		_______________    		
			(cust)						(minor)		
			Under Uniform Gifts to Minors						
			Act of		  

			  

	TENANT:		as tenants by the entireties						
	JT TEN:		as joint tenants with rights of survivorship and not as tenants in common						

 Additional abbreviations may also be used though not in the above list. 

FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s) unto 

(Please insert Social Security or Taxpayer I.D. or other Identifying Number of Assignee) 

(Please Print or Type Name and Address Including Postal Zip Code of Assignee) 

the within Purchase Contracts and all rights thereunder, hereby irrevocably constituting and appointing attorney
                    , to transfer said Purchase Contracts on the books of the Company with full power of substitution in the premises. 

 

							
	DATED:                     		Signature		  

			
					Notice: The signature to this assignment must correspond with the name as it appears upon the face of the within Purchase Contracts in every particular, without alteration or enlargement or any change
whatsoever.
				
	Signature Guarantee:		  
				

  

  
 8 







 SETTLEMENT INSTRUCTIONS 

The undersigned Holder directs that a certificate for WGP Common Units, shares of APC Stock or other securities, as applicable, deliverable
upon settlement of the number of Purchase Contracts evidenced by this Purchase Contract be registered in the name of, and delivered, and/or a check in payment for the cash deliverable upon settlement of such Purchase Contracts (including for any
fractional WGP Common Unit or fractional share of APC Stock) be paid, to the undersigned at the address indicated below unless a different name and address have been indicated below. If WGP Common Units, shares of APC Stock or other securities, as
applicable, are to be registered in the name of a Person other than the undersigned, the undersigned will pay any transfer tax payable incidental thereto, as provided in the Purchase Contract Agreement. 

 

											
	Dated:                     						  

							Signature
							Signature Guarantee:		  
		
							(if assigned to another Person)

 If securities are to be registered in the name of and delivered to (or cash is to be paid to) a Person other than the Holder,
please (i) print such Person’s name and address and (ii) provide a guarantee of your signature: 
  

					
	  
				  

	Name				Name
			
	Address				Address
			
	  
				  

	  
				  

	Social Security or other Taxpayer				  

	Identification Number, if any				


  
 9 







 ELECTION TO SETTLE EARLY 

The undersigned Holder of this Purchase Contract hereby irrevocably exercises the option to effect Early Settlement (which Early Settlement
may, as applicable, be deemed to be in connection with a Fundamental Change pursuant to Section 4.07 of the Purchase Contract Agreement) in accordance with the terms of the Purchase Contract Agreement with respect to the Purchase Contracts evidenced
by this Purchase Contract as specified below. The undersigned Holder directs that a certificate for WGP Common Units, shares of APC Stock or other securities, as applicable, deliverable upon such Early Settlement be registered in the name of, and
delivered, and/or a check in payment for the cash deliverable upon such Early Settlement (including for any fractional WGP Common Unit or fractional share of APC Stock) be paid, together with any Purchase Contract representing any Purchase Contracts
evidenced hereby as to which Early Settlement is not effected, to the undersigned at the address indicated below unless a different name and address have been indicated below. If WGP Common Units, shares of APC Stock or other securities, as
applicable, are to be registered in the name of a Person other than the undersigned, the undersigned will pay any transfer tax payable incident thereto, as provided in the Purchase Contract Agreement. 

 

									
	Dated:                     								  

									Signature
				
	Signature Guarantee:		  
				


  
 10 







 Number of Purchase Contracts evidenced hereby as to which Early Settlement is being elected: 

 

					
	 If WGP Common Units, shares of
 APC
Stock or other securities are
 to be registered in the name of and

delivered to a Person other than
 the Holder, please print
such
 Person’s name and address:
				REGISTERED HOLDER
				Please print name and address of Registered Holder:
			
	  
				  

	Name				Name
			
	Address				Address
	  
				  

	  
				  

	Social Security or other Taxpayer				  

	Identification Number, if any				


  
 11 







 SCHEDULE A 

[SCHEDULE OF INCREASES OR DECREASES 

IN THE NUMBER OF PURCHASE CONTRACTS 

EVIDENCED BY THIS PURCHASE CONTRACT]* 

The initial number of Purchase Contracts evidenced by this certificate is
                    . The following increases or decreases in this certificate have been made: 

 

									
	 Date
	 	 Amount of

increase in
 number
of
 Purchase

Contracts
 evidenced

hereby
	 	 Amount of

decrease in
 number
of
 Purchase

Contracts
 evidenced

hereby
	 	 Number of

Purchase
 Contracts

evidenced
 hereby

following such
 decrease
or
 increase
	 	 Signature of

authorized
 signatory
of
 Purchase

Contract Agent

		 		 		 		 	
		 		 		 		 	
		 		 		 		 	

  

	*	Include only if a Global Purchase Contract. 


  
 12