exv10w3



 





EXHIBIT 10.3




SERVICES AND SECONDMENT AGREEMENT




BY AND BETWEEN




WESTERN GAS HOLDINGS, LLC




AND




ANADARKO PETROLEUM CORPORATION




 









 








TABLE OF CONTENTS




	 	 	 	 	 	 	 
	 
	 	ARTICLE I	 	 	 	 
	 
	 	SECONDMENT	 	 	 	 
	1.1
	 	Seconded Employees.	 	 	1	 
	1.2
	 	Period of Secondment.	 	 	2	 
	1.3
	 	Withdrawal, Departure or Resignation.	 	 	2	 
	1.4
	 	Termination of Secondment.	 	 	3	 
	1.5
	 	Supervision.	 	 	3	 
	1.6
	 	Seconded Employee Qualifications; Approval.	 	 	4	 
	 
	 	 	 	 	 	 
	 
	 	ARTICLE II	 	 	 	 
	 
	 	SECONDMENT SERVICES	 	 	 	 
	 
	 	 	 	 	 	 
	2.1
	 	Secondment Services.	 	 	4	 
	2.2
	 	Cancellation or Reduction of Secondment Services.	 	 	4	 
	2.3
	 	Workers’ Compensation.	 	 	4	 
	 
	 	 	 	 	 	 
	 
	 	ARTICLE III	 	 	 	 
	 
	 	SERVICES REIMBURSEMENT	 	 	 	 
	 
	 	 	 	 	 	 
	3.1
	 	Operational, Management, Reporting and Routine Maintenance Expenses.	 	 	5	 
	3.2
	 	Seconded Employees.	 	 	5	 
	 
	 	 	 	 	 	 
	 
	 	ARTICLE IV	 	 	 	 
	 
	 	ALLOCATION; RECORDS; AGENT	 	 	 	 
	 
	 	 	 	 	 	 
	4.1
	 	Allocation; Records.	 	 	6	 
	4.2
	 	Agent.	 	 	6	 
	 
	 	 	 	 	 	 
	 
	 	ARTICLE V	 	 	 	 
	 
	 	TERM	 	 	 	 
	 
	 	 	 	 	 	 
	 
	 	ARTICLE VI	 	 	 	 
	 
	 	GENERAL PROVISIONS	 	 	 	 
	 
	 	 	 	 	 	 
	6.1
	 	Accuracy of Recitals.	 	 	7	 
	6.2
	 	Choice of Law; Submission to Jurisdiction.	 	 	7	 
	6.3
	 	Notices.	 	 	7	 
	6.4
	 	Further Assurances.	 	 	8	 
	6.5
	 	Entire Agreement.	 	 	8	 
	6.6
	 	Effect of Waiver or Consent.	 	 	8	 
	6.7
	 	Amendment or Modification.	 	 	8	 
	6.8
	 	Assignment; Third-Party Beneficiaries.	 	 	8	 
	6.9
	 	Counterparts.	 	 	8	 
	6.10
	 	Severability.	 	 	9	 
	6.11
	 	Interpretation.	 	 	9	 
	6.12
	 	Titles and Headings.	 	 	9	 
	6.13
	 	Relationship of the Parties.	 	 	9	 






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	6.14
	 	Binding Effect.	 	 	10	 
	6.15
	 	Time of the Essence.	 	 	10	 
	6.16
	 	Delay or Partial Exercise Not Waiver.	 	 	10	 
	6.17
	 	Withholding or Granting of Consent.	 	 	10	 
	6.18
	 	Laws and Regulations.	 	 	10	 
	6.19
	 	No Recourse Against Officers or Directors.	 	 	10	 
	6.20
	 	Signatories Duly Authorized.	 	 	10	 
	6.21
	 	Incorporation of Exhibits by References.	 	 	10	 
	6.22
	 	Dispute Resolution and Arbitration.	 	 	11	 
	6.23
	 	Continuation of Work During Dispute.	 	 	12	 
	6.24
	 	Legal Compliance.	 	 	12	 






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SERVICES AND SECONDMENT AGREEMENT




     This Services and Secondment Agreement (the “Agreement”), dated as of [                    ], 2008 (the
“Effective Date”), is entered into between Anadarko Petroleum Corporation, a Delaware corporation
(“Anadarko”), and Western Gas Holdings, LLC, a Delaware limited liability company (“General
Partner”) and the general partner of Western Gas Partners, LP, a Delaware limited partnership (the
“Partnership”). Anadarko and the General Partner are hereinafter each referred to as a “Party” and
are collectively referred to as the “Parties.” Capitalized terms used herein but not defined shall
have the meanings given them in that certain Omnibus Agreement by and among the Partnership, the
General Partner and Anadarko, dated [                    ], 2008 (the “Omnibus Agreement”).



RECITALS:




     WHEREAS, Anadarko will cause the Anadarko Entities to provide to the Partnership Group the
services necessary to operate, manage, maintain and report the operating results of the
Partnership’s assets, including gathering pipelines, compressors, treating facilities,
transportation pipelines or related equipment or assets (the “Partnership Assets”);



     WHEREAS, in connection with the provision of the services under this Agreement, Anadarko
desires to second to the General Partner certain personnel employed or contracted by the Anadarko
Entities in connection with the Partnership Assets;



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



ARTICLE I

SECONDMENT




1.1 Seconded Employees.




     Subject to the terms of this Agreement, Anadarko agrees to cause the Anadarko Entities to
second to the General Partner, and the General Partner agrees to accept the secondment of, those
certain specifically identified individuals (each, a “Seconded Employee” and collectively, the
“Seconded Employees”) listed on Exhibit A (the “Seconded Employee Schedule”) for the
purpose of performing job functions related to the Partnership Assets (the “Secondment”). The
Seconded Employees will remain at all times employees of the Anadarko Entities but, in addition,
they will also be temporary employees of the General Partner during the Period of Secondment (as
defined below) and shall, at all times during the Period of Secondment, work under the direction,
supervision and control of the General Partner. Anadarko will retain the right to cause the
Anadarko Entities to hire or discharge the Seconded Employees but, subject to the provisions in
Section 1.2, will not have the right to cause the Anadarko Entities to terminate the Secondment to
the General Partner or otherwise exercise direction, supervision or control over the Seconded
Employees. For each Seconded Employee, the “Period of Secondment” shall be that period of time as
set forth in Section 1.2. Seconded Employees shall have no authority or



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apparent authority to act on behalf of the Anadarko Entities during the Period of Secondment.
The Seconded Employee Schedule sets forth the names of the Seconded Employees seconded by the
Anadarko Entities, the job functions of the Seconded Employees and the starting date for the Period
of Secondment for each Seconded Employee. Individuals may be added or removed from the Seconded
Employee Schedule from time to time by the execution by the Parties of a completed
“Addition/Removal/Change of Responsibility of Seconded Employee” form, the form of which is
attached to this Agreement as Exhibit B, which will be fully binding on the Parties for all
purposes under this Agreement. Those rights and obligations of the Parties under this Agreement
that relate to individuals that were on the Seconded Employee Schedule but then later removed from
the Seconded Employee Schedule, which rights and obligations accrued before the removal of such
individual, will survive the removal of such individual from the Seconded Employee Schedule to the
extent necessary to enforce such rights and obligations.



1.2 Period of Secondment.




     Anadarko will cause the Anadarko Entities to second to the General Partner each Seconded
Employee on the start date set forth on the Seconded Employee Schedule and continue to second,
during the period (and only during the period) that the Seconded Employee is performing services
for the General Partner, until the earliest of:



     (a) the end of the term of this Agreement;



     (b) the end date, if any, set forth for the Seconded Employee on the Seconded Employee
Schedule (or another end date for such Seconded Employee as mutually agreed in writing by the
Parties) (the “End Date”);



     (c) a withdrawal, departure, resignation or termination of such Seconded Employee under
Section 1.3;



     (d) the date on which WGR Holdings, LLC ceases to own a majority of the issued and outstanding
voting equity of the General Partner and the General Partner has entered into satisfactory
arrangements which it determines, in good faith, will provide it with suitable qualified and
experienced full-time or seconded employees necessary to operate, manage and maintain the
Partnership Assets and



     (e) a termination of Secondment for such Seconded Employee under Section 1.4.



     At the end of the Period of Secondment for any Seconded Employee, such Seconded Employee will
no longer be subject to the direction of the General Partner with regard to the Seconded Employee’s
day-to-day activities.



1.3 Withdrawal, Departure or Resignation.




     Anadarko will use reasonable efforts to cause the Anadarko Entities to prevent any early
withdrawal, departure or resignation of any Seconded Employee prior to the End Date for such
Seconded Employee’s Period of Secondment. If any Seconded Employee tenders his resignation to an
Anadarko Entity as an employee of such Anadarko Entity, Anadarko will promptly notify the General
Partner. During the Period of Secondment for any Seconded Employee, Anadarko



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will cause the Anadarko Entities to not voluntarily withdraw or terminate any Seconded
Employee except with the written consent of the General Partner (which may be through the execution
of a completed Addition/Removal/Change of Responsibility of Seconded Employee form), such consent
not to be unreasonably withheld. Anadarko will indemnify, defend and hold harmless the General
Partner and its directors, officers and employees against any and all costs, expenses (including
reasonable attorneys’ fees), claims, demands, losses, liabilities, obligations, actions, lawsuits
and other proceedings, judgments and awards (each, a “Loss” and collectively, the “Losses”) arising
out of or in any way connected with or related to the termination of employment of any Seconded
Employee by any Anadarko Entity without the consent of THE GENERAL PARTNER, EVEN THOUGH SUCH LOSS
MAY BE CAUSED IN PART BY THE NEGLIGENCE OF ONE OR MORE OF THE PARTNERSHIP ENTITIES, except to the
extent that such Losses (i) arise solely out of or result solely from the negligence, gross
negligence or willful misconduct of any of the Partnership Entities, or (ii) arise in connection
with the termination of a Seconded Employee for cause. Upon the termination of employment, the
Seconded Employee will cease performing services for the General Partner.



1.4 Termination of Secondment.




     The General Partner will have the right to terminate the Secondment to it of any Seconded
Employee for any reason at any time. Subject to Section 1.2, Anadarko will not have the right to
cause any Anadarko Entity to terminate the Secondment to the General Partner of any Seconded
Employee. Upon the termination of any Seconded Employee’s Period of Secondment, Anadarko will be
solely liable for any costs or expenses associated with the termination of the Secondment, except
as otherwise specifically set forth in this Agreement. Anadarko will indemnify, defend and hold
harmless the General Partner and its directors, officers and employees against all Losses arising
out of or in any way connected with or related to the termination of the Secondment of any Seconded
Employee by THE GENERAL PARTNER, EVEN THOUGH SUCH LOSS MAY BE CAUSED IN PART BY THE NEGLIGENCE OF
ONE OR MORE OF THE PARTNERSHIP ENTITIES, except to the extent that such Losses arise solely out of
or result solely from the negligence, gross negligence or willful misconduct of any of the
Partnership Entities. Upon the termination of a Secondment, the Seconded Employee will cease
performing services for the General Partner. At no time will the General Partner have the right to
terminate the employment with the Anadarko Entities of the Seconded Employees.



1.5 Supervision.




     During the Period of Secondment, the General Partner shall:



     (a) be ultimately and fully responsible for the daily work assignments of the Seconded
Employee (and with respect to Seconded Employees that also provide services to the Anadarko
Entities in connection with its operations (“Shared Seconded Employees”), during those times that
the Shared Seconded Employees are performing services for the General Partner hereunder), including
supervision of their day-to-day work activities and performance consistent with the purposes stated
in Section 1.1 and the job functions set forth in the Seconded Employee Schedule;



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     (b) set the hours of work and the holidays and vacation schedules (other than with respect to
Shared Seconded Employees, as to which the General Partner and Anadarko shall jointly determine)
for the Seconded Employee and



     (c) have the right to determine training which will be received by the Seconded Employee.



     In the course and scope of performing any Seconded Employee’s job functions, the Seconded
Employee will be integrated into the organization of the General Partner, will report into the
General Partner’s management structure, and will be under the direct management and supervision of
the General Partner. The General Partner shall designate one of its officers to be responsible for
the supervisory function set forth in this Section 1.5 on behalf of the General Partner.



1.6 Seconded Employee Qualifications; Approval.




     Anadarko will cause the Anadarko Entities to provide such suitably qualified and experienced
Seconded Employees as it is able to make available to the General Partner, and the General Partner
will have the right to approve or reject each such Seconded Employee.



ARTICLE II

SECONDMENT SERVICES




2.1 Secondment Services.




     Anadarko shall cause the Anadarko Entities to second Seconded Employees to the General Partner
to provide the General Partner with those services necessary to operate, manage, maintain and
report the operating results of the Partnership Assets (the “Secondment Services”).



2.2 Cancellation or Reduction of Secondment Services.




     The General Partner may terminate or reduce the level of any of the Secondment Services on 30
days’ prior written notice to Anadarko. In the event the General Partner terminates the Secondment
Services, the General Partner shall pay Anadarko the monthly installment for the last month (or
portion thereof) in which it received such services. Upon payment thereof, the General Partner
shall have no further payment obligations. In the event that the General Partner reduces the level
of any of the Secondment Services, the Parties will negotiate in good faith to determine an
appropriate Services Reimbursement (as defined in Section 3.1 below) for the reduced Secondment
Services.



2.3 Workers’ Compensation.




     At all times, Anadarko will cause the Anadarko Entities to maintain workers’ compensation
insurance (either through an insurance company or self-insured arrangement) applicable to the
Seconded Employees. Anadarko will cause the Anadarko Entities to name the General Partner as an
also insured employer under such insurance policy. Prior to being assigned any duties by the
General Partner, each Seconded Employee must sign an acknowledgement that the Seconded Employee is
an employee during the Secondment Period of



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     both the Anadarko Entities and the General Partner and that for any work place injury, the
Seconded Employee’s sole remedy will be under such Anadarko Entity’s workers’ compensation
insurance policy. Notwithstanding the foregoing, nothing herein shall preclude a Seconded Employee
from participating in benefit programs generally available to employees of Anadarko Entities.



ARTICLE III

SERVICES REIMBURSEMENT




3.1 Operational, Management, Reporting and Routine Maintenance Expenses.




     On or before the fifth business day of each month, Anadarko shall send an invoice to the
General Partner for that amount of money associated with all expenses incurred by the Anadarko
Entities in connection with the performance of the Secondment Services during the preceding month
(the “Services Reimbursement”). The General Partner shall pay such invoice within 30 days of
receipt.



3.2 Seconded Employees.




     Among other items, the Services Reimbursement shall include all reasonable costs and expenses
incurred by the Anadarko Entities for the Seconded Employees, including, but not limited to:




	 	(a)	 	compensation, salary and wages (including payroll and withholding taxes associated
therewith);
	 
	 	(b)	 	401(k) costs and any matching 401(k) contributions;
	 
	 	(c)	 	vacation and sick leave benefits;
	 
	 	(d)	 	medical and health insurance benefits;
	 
	 	(e)	 	disability insurance;
	 
	 	(f)	 	workers’ compensation insurance;
	 
	 	(g)	 	life insurance;
	 
	 	(h)	 	severance payments, if any and
	 
	 	(i)	 	any other employee benefit for which the Anadarko Entities incur costs.





     The costs and expenses described in (a) through (i) above are referred to as “Seconded
Employee Expenses.” Where it is not reasonably practicable to determine the cost of such a cost or
expense, Anadarko or the applicable Anadarko Entity may make a good faith reasonable estimate of
such cost or expense (and provided that any such estimates, other than with respect to benefit
load, are “trued up” within 10 days of the end of each quarter based on the actual amount of the
expenses, expenditures or payments in respect of which estimates were made in



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the immediately preceding quarter). Anadarko or the applicable Anadarko Entity may include
the costs and expenses described in (b) through (i) above in a percentage benefit load based upon
the amount of costs and expenses incurred in (a) above. Subject
to the parenthetical clause included in this paragraph, the General Partner shall accept any
estimate or benefit load described in this paragraph, provided that such estimate is reasonable and
made in good faith.



ARTICLE IV

ALLOCATION; RECORDS; AGENT




4.1 Allocation; Records.




     Anadarko will use commercially reasonable efforts to maintain an allocation schedule
reflecting the direct and indirect costs of the Seconded Employee Expenses based on the Secondment
Services. The General Partner will use commercially reasonable efforts to keep and maintain
books/records reflecting hours worked and costs and expenses incurred in connection with each of
the Seconded Employees, and Anadarko will have the right from time to time upon its reasonable
request to audit such books/records maintained by the General Partner. The General Partner and its
representatives will have the right to audit the allocation schedule and such other records as the
General Partner may reasonably require in connection with its verification of the Seconded Employee
Expenses during regular business hours and on reasonable prior notice. Based on these records, the
General Partner may request adjustments under Section 3.2 above.



4.2 Agent.




     Seconded Employee Expenses remain the primary legal responsibility of the General Partner as
the employer of the Seconded Employees during the Secondment Period. Anadarko agrees to act as
agent for the General Partner in paying the Seconded Employee Expenses of the employees temporarily
assigned under this Secondment Agreement. Anadarko agrees to indemnify and hold the General
Partner harmless from any and all Losses incurred by the General Partner or any of the other
Partnership Entities related to Anadarko’s failure to carry out its duties as agent for the payment
of the Seconded Employee Expenses as set forth above, except to the extent that such Losses arise
solely out of or result solely from the negligence, gross negligence or willful misconduct of any
of the Partnership Entities.



ARTICLE V

TERM




     The term of this Agreement will commence on the Effective Date and will continue for an
initial period of 10 years. Upon the expiration of the initial 10 year period, the term of this
Agreement shall automatically extend for an additional 12 month period, unless either Party
provides at least 180 days’ prior written notice to the other Party, prior to the expiration of
such initial period, that the Party wishes for this Agreement to expire at the end of the initial
10 year period. After the initial 12 month renewal period, the term of this Agreement shall
automatically extend for additional 12 month periods, unless either Party provides prior written
notice, at least 180 days prior to the expiration of the applicable 12 month period, that the Party
wishes for this Agreement to expire at the end of such 12 month period. Upon proper notice by a
Party to the



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other Party, in accordance with this Article 5, that the Party wishes for this Agreement to
expire on the expiration of the applicable 10 year or 12 month period, this Agreement shall not
automatically extend, but shall instead expire upon the expiration of the applicable 10 year or 12
month period and only those provisions that, by their terms, expressly survive this Agreement shall
so survive. Notwithstanding the foregoing, the General Partner may terminate this Agreement at any
time, upon 180 days prior written notice to Anadarko, and only those provisions that, by their
terms, expressly survive this Agreement shall so survive.



ARTICLE VI

GENERAL PROVISIONS




6.1 Accuracy of Recitals.




     The paragraphs contained in the recitals to this Agreement are incorporated in this Agreement
by this reference, and the Parties to this Agreement acknowledge the accuracy thereof.



6.2 Choice of Law; Submission to Jurisdiction.




     This Agreement shall be subject to and governed by the laws of the State of Texas. Each Party
hereby submits to the jurisdiction of the state and federal courts in the State of Texas and to
venue in Houston, Texas.



6.3 Notices.




     Any notice, demand or communication required or permitted under this Agreement shall be in
writing and delivered personally, by reputable courier or by telecopier, and shall be deemed to
have been duly given as of the date and time reflected on the delivery receipt, if delivered
personally or sent by reputable courier service, or on the automatic telecopier receipt, if sent by
telecopier, addressed as follows:


Anadarko Petroleum Corporation

1201 Lake Robbins Drive

The Woodlands, Texas 77380

Attn: General Counsel

Fax: 832-636-3214



Western Gas Holdings, LLC

1201 Lake Robbins Drive

The Woodlands, Texas 77380

Attn: President

Fax: 832-636-6001




     A Party may change its address for the purposes of notices hereunder by giving notice to the
other Party specifying such changed address in the manner specified in this Section 6.2.



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6.4 Further Assurances.




     The Parties agree to execute such additional instruments, agreements and documents, and to
take such other actions, as may be necessary to effect the purposes of this Agreement.



6.5 Entire Agreement.




     This Agreement constitutes the entire agreement of the Parties relating to the matters
contained herein, superseding all prior contracts or agreements, whether oral or written, relating
to the matters contained herein.



6.6 Effect of Waiver or Consent.




     No waiver or consent, express or implied, by any Party to or of any breach or default by any
Person (as defined in Section 6.11 below) in the performance by such Person of its obligations
hereunder shall be deemed or construed to be a consent or waiver to or of any other breach or
default in the performance by such Person of the same or any other obligations of such Person
hereunder. Failure on the part of a Party to complain of any act of any Person or to declare any
Person in default, irrespective of how long such failure continues, shall not constitute a waiver
by such Party of its rights hereunder until the applicable statute of limitations period has run.



6.7 Amendment or Modification.




     This Agreement may be amended or modified from time to time only by the written agreement of
all the Parties; provided, however, that the Partnership may not, without the prior approval of the
Special Committee, agree to any amendment or modification of this Agreement that, in the reasonable
discretion of the General Partner, will have an adverse effect on the holders of Common Units.
Each such instrument shall be reduced to writing and shall be designated on its face an “Amendment”
or an “Addendum” to this Agreement.



6.8 Assignment; Third-Party Beneficiaries.




     No Party shall have the right to assign its rights or obligations under this Agreement without
the prior written consent of the other Parties. Each of the Parties hereto specifically intends
that each entity comprising the Anadarko Entities and the Partnership Entities, as applicable,
whether or not a Party to this Agreement, shall be entitled to assert rights and remedies hereunder
as third-party beneficiaries hereto with respect to those provisions of this Agreement affording a
right, benefit or privilege to any such entity.



6.9 Counterparts.




     This Agreement may be executed in any number of counterparts with the same effect as if all
signatory Parties had signed the same document. All counterparts shall be construed together and
shall constitute one and the same instrument.



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6.10 Severability.




     If any provision of this Agreement or the application thereof to any Person or circumstance
shall be held invalid or unenforceable to any extent, the remainder of this Agreement and the
application of such provision to other Persons or circumstances shall not be affected thereby and
shall be enforced to the greatest extent permitted by law.



6.11 Interpretation.




     In this Agreement, unless a clear contrary intention appears: (a) the singular includes the
plural and vice versa; (b) reference to any individual, or any partnership, corporation, limited
liability company, trust or other legal entity (“Person”) includes such Person’s successors and
assigns but, in the case of Party, only if such successors and assigns are permitted by this
Agreement, and reference to a Person in a particular capacity excludes such Person in any other
capacity; (c) reference to any gender includes each other gender; (d) reference to any agreement
(including this Agreement), document or instrument means such agreement, document, or instrument as
amended or modified and in effect from time to time in accordance with the terms thereof and, if
applicable, the terms of this Agreement; (e) reference to any Section means such Section of this
Agreement, and references in any Section or definition to any clause means such clause of such
Section or definition; (f) “hereunder,” “hereof,” “hereto” and words of similar import will be
deemed references to this Agreement as a whole and not to any particular Section or other provision
hereof or thereof; (g) “including” (and with correlative meaning “include”) means including without
limiting the generality of any description preceding such term; and (h) relative to the
determination of any period of time, “from” means “from and including,” “to” means “to but
excluding” and “through” means “through and including.”



6.12 Titles and Headings.




     Section titles and headings in this Agreement are inserted for convenience of reference only
and are not intended to be a part of, or to affect the meaning or interpretation of, this
Agreement.



6.13 Relationship of the Parties.




     (a) Nothing in this Agreement shall cause any of the Anadarko Entities or the Partnership
Entities to become members of any other partnership, joint venture, association, syndicate or other
entity. Nothing in this Agreement shall cause any Partnership Entity to be considered an Anadarko
Entity, and vice versa.



     (b) As used in this Agreement, “Affiliate” means, with respect to any Person, (a) any other
Person directly or indirectly controlling, controlled by or under common control with such Person,
(b) any Person owning or controlling fifty percent (50%) or more of the voting interests of such
Person, (c) any officer or director of such Person or (d) any Person who is the officer, director,
trustee or holder of fifty percent (50%) or more of the voting interest of any Person described in
clauses (a) through (c). For purposes of this definition, the term “controls,” “is controlled by”
or “is under common control with” shall mean the possession, direct or indirect, of the power to
direct or cause the direction of the management and policies of a Person, whether through the
ownership of voting securities, by contract or otherwise. For purposes of this



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Agreement, no Partnership Entity shall be deemed to be an Affiliate of the Anadarko Entities
nor shall any Anadarko Entity be deemed to be an Affiliate of the Partnership Entities.



6.14 Binding Effect.




     This Agreement will be binding upon, and will inure to the benefit of, the Parties and their
respective successors, permitted assigns and legal representatives.



6.15 Time of the Essence.




     Time is of the essence in the performance of this Agreement.



6.16 Delay or Partial Exercise Not Waiver.




     No failure or delay on the part of any Party to exercise any right or remedy under this
Agreement will operate as a waiver thereof; nor shall any single or partial exercise of any right
or remedy under this Agreement preclude any other or further exercise thereof or the exercise of
any other right or remedy granted hereby or any related document. The waiver by either Party of a
breach of any provisions of this Agreement will not constitute a waiver of a similar breach in the
future or of any other breach or nullify the effectiveness of such provision.



6.17 Withholding or Granting of Consent.




     Unless otherwise provided in this Agreement, each Party may, with respect to any consent or
approval that it is entitled to grant pursuant to this Agreement, grant or withhold such consent or
approval in its sole and uncontrolled discretion, with or without cause, and subject to such
conditions as it shall deem appropriate.



6.18 Laws and Regulations.




     Notwithstanding any provision of this Agreement to the contrary, no Party shall be required to
take any act, or fail to take any act, under this Agreement if the effect thereof would be to cause
such Party to be in violation of any applicable law, statute, rule or regulation.



6.19 No Recourse Against Officers or Directors.




     For the avoidance of doubt, the provisions of this Agreement shall not give rise to any right
of recourse against any officer or director of any Anadarko Entity or any Partnership Entity.



6.20 Signatories Duly Authorized.




     Each of the signatories to this Agreement represents that he is duly authorized to execute
this Agreement on behalf of the Party for which he is signing, and that such signature is
sufficient to bind the Party purportedly represented.



6.21 Incorporation of Exhibits by References.




     Any reference herein to any exhibit to this Agreement will incorporate it herein, as if it
were set out in full in the text of this Agreement.



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6.22 Dispute Resolution and Arbitration.




     (a) Should a dispute arise between the Parties, the Parties shall promptly seek to amicably
resolve any such dispute by negotiations between the Parties prior to the initiation of binding
arbitration in accordance with Section 6.22(b). The Parties shall meet at a mutually acceptable
time and place within fifteen (15) days after written notice by any Party to any other Party
seeking resolution of a dispute under this Section 6.22(a) and thereafter as often as they
reasonably determine to be necessary or appropriate to exchange relevant information and to attempt
to resolve the dispute. All negotiations and communications pursuant to this Section 6.22(a) shall
be treated and maintained by the Parties as confidential information and shall be treated as
compromise and settlement negotiations for purposes of the Federal Rules of Evidence. Any proposed
resolution of a dispute under this Agreement must be approved on behalf of the Partnership by the
Special Committee of the Board of Directors of the General Partner before it is finalized. If the
matter is not resolved within 30 days after the initial meeting of the Parties, or such longer
period as may be mutually agreed upon, either Party may initiate arbitration in accordance with
Section 6.22(b).



     (b) Any disputes hereunder, including the inability of the Parties to agree to an adjustment
to the Services Reimbursements pursuant to the provisions of Section 3.1, must be resolved through
the use of binding arbitration using three arbitrators, in accordance with the Commercial
Arbitration Rules of the American Arbitration Association, as supplemented to the extent necessary
to determine any procedural appeal questions by the Federal Arbitration Act (Title 9 of the United
States Code). If there is any inconsistency between this Section and the Commercial Arbitration
Rules or the Federal Arbitration Act, the terms of this Section 6.22 will control the rights and
obligations of the Parties. Arbitration must be initiated within the applicable time limits set
forth in this Agreement and not thereafter or if no time limit is given, within the time period
allowed by the applicable statute of limitations. Arbitration may be initiated by a party
(“Claimant”) serving written notice on another party (“Respondent”) that the Claimant elects to
refer a particular dispute to binding arbitration. Claimant’s notice initiating binding arbitration
must identify the arbitrator Claimant has appointed. The Respondent shall respond to Claimant
within 30 days after receipt of Claimant’s notice, identifying the arbitrator Respondent has
appointed. If the Respondent fails for any reason to name an arbitrator within the 30-day period,
Claimant shall petition to the American Arbitration Association for appointment of an arbitrator
for Respondent’s account. The two arbitrators so chosen shall select a third arbitrator within 30
days after the second arbitrator has been appointed. The Claimant will pay the compensation and
expenses of the arbitrator named by or for it, and the Respondent will pay the compensation and
expenses of the arbitrator named by or for it. The costs of petitioning for the appointment of an
arbitrator, if any, shall be paid by Respondent. The Claimant and Respondent will each pay one-half
of the compensation and expenses of the third arbitrator. All arbitrators must (a) be neutral
parties with no prior relationships to any participants, parties, attorneys or law firms involved
in the proceedings, (b) have never been officers, directors or employees of any of the Partnership
Entities or Anadarko Entities and (c) have not less than seven years experience in the energy
industry. The hearing will be conducted in Fort Worth, Texas and commence within 30 days after the
selection of the third arbitrator. The Parties and the arbitrators should proceed diligently and in
good faith in order that the award may be made as promptly as possible. Except as provided in the
Federal Arbitration Act, the decision of the



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arbitrators will be binding on and non-appealable by the Parties hereto. The arbitrators shall
have no right to grant or award indirect, consequential, punitive or exemplary damages of any kind.



6.23 Continuation of Work During Dispute.




     Subject to Section 2.2 hereof, notwithstanding any dispute, it shall be the responsibility of
each Party to continue to perform its obligations under this Agreement pending resolution of the
dispute.



6.24 Legal Compliance.




     The Parties acknowledge and agree that this Agreement, and all services provided under this
Agreement, are intended to comply with any and all laws and legal obligations and that this
Agreement should be construed and interpreted with this purpose in mind. In this regard, the
Parties specifically agree as follows:



     (a) The Parties will comply with all equal employment opportunity requirements and other
applicable employment laws. Where a joint or combined action is required by the law in order to
comply with an employment obligation, the parties will cooperate fully and in good faith to comply
with the applicable obligation.



     (b) The General Partner acknowledges and agrees that Seconded Employees may utilize the
complaint reporting and resolution process of Anadarko and agrees to cooperate in the investigation
and resolution of any complaint that may be made.



     (c) The Parties agree that they will adhere to the Fair Labor Standards Act of 1938, as
amended, any comparable state law and any law regulating the payment of wages or compensation. The
General Partner is solely responsible for ensuring that non-exempt Seconded Employees accurately
record their hours and time worked.



[Signature page follows]





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     AS WITNESS HEREOF, the Parties have caused this Agreement to be executed by their duly
authorized representatives on the date herein above mentioned.



	 	 	 	 	 
	 	ANADARKO PETROLEUM CORPORATION

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 	

WESTERN GAS HOLDINGS, LLC

 	 
	 	By:  	 	 
	 	 	Name:  	Robert G. Gwin 	 
	 	 	Title:  	President and Chief Executive Officer 	 



 









 






	 	 	 	 	 



EXHIBIT A TO THE

SERVICES AND SECONDMENT AGREEMENT





     This Exhibit A is attached the Services and Secondment Agreement (the “Agreement”)
dated
[                    ], 2008
by and between Anadarko Petroleum Corporation and Western Gas Holdings,
LLC. All defined terms used herein shall have the same meaning as set forth in the Agreement.



     All information must be filled in for this form to be valid.



SECONDED EMPLOYEE SCHEDULE




	 	 	 	 	 
	Name of Seconded Employee	 	Title and Job Function	 	Start Date
	 
	 	 
	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 






	 	 	 	 	 
	ANADARKO PETROLEUM CORPORATION	 	WESTERN GAS HOLDINGS, LLC
	 	 	 	 	 
	By: 	 
	 	By: 	 

	Name: 	 	 	Name: 	Robert G. Gwin
	Title: 	 	 	Title: 	President and Chief Executive Officer






 









 






EXHIBIT B TO THE

SERVICES AND SECONDMENT AGREEMENT




     This Exhibit B is attached the Services and Secondment Agreement (the “Agreement”)
dated [                    ], [     ] by and between Anadarko Petroleum Corporation and Western Gas
Holdings, LLC. All defined terms used herein shall have the same meaning as set forth in the
Agreement.



ADDITION/REMOVAL/CHANGE OF RESPONSIBILITY

OF SECONDED EMPLOYEE




     In accordance with Section 1.1 of the Secondment Agreement, the Parties hereto wish to add,
remove, or change the responsibilities of the following Seconded Employees.



     All information must be filled in for this form to be valid.



	 	 	 	 	 	 	 
	Name of Seconded Employee	 	Title and Job Function	 	Start Date	 	End Date
	 

	 	 
	 	 
	 	 
	 
	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 
	 	 	 	 	 	 






	 	 	 	 	 
	ANADARKO PETROLEUM CORPORATION	 	WESTERN GAS HOLDINGS, LLC
	 	 	 	 	 
	By: 	 
	 	By: 	 

	Name: 	 	 	Name: 	 
	Title: 	 	 	Title: 	[President]