exv10w9



 





Exhibit 10.9




CONTRIBUTION, CONVEYANCE AND ASSUMPTION

AGREEMENT




By and Among




WESTERN GAS PARTNERS, LP




WESTERN GAS HOLDINGS, LLC




ANADARKO PETROLEUM CORPORATION




WGR HOLDINGS, LLC




WESTERN GAS RESOURCES, INC.




And




WGR OPERATING, LP




Dated as of [l], 2008





 









 








CONTRIBUTION, CONVEYANCE AND ASSUMPTION

AGREEMENT




     This Contribution, Conveyance and Assumption Agreement, dated as of [l], 2008 (this
“Agreement”), is by and among Western Gas Partners, LP, a Delaware limited partnership (the
“Partnership”), Western Gas Holdings, LLC, a Delaware limited liability company and the general
partner of the Partnership (the “General Partner”), Anadarko Petroleum Corporation, a Delaware
corporation (“Anadarko”), WGR Holdings, LLC, a Delaware limited liability company (“WGR Holdings”),
Western Gas Resources, Inc., a Delaware corporation (“WGR”), and WGR Operating, LP, a Delaware
limited partnership (“OLP”). The above-named entities are sometimes referred to in this Agreement
each as a “Party” and collectively as the “Parties.” Capitalized terms used herein shall have the
meanings assigned to such terms in Article I.



RECITALS




     WHEREAS, the General Partner and WGR Asset Holding Company LLC, a Delaware limited liability
company (“Asset HoldCo”), have formed the Partnership, pursuant to the Delaware Revised Uniform
Limited Partnership Act (the “Delaware LP Act”), for the purpose of engaging in any business
activity that is approved by the General Partner and that lawfully may be conducted by a limited
partnership organized pursuant to the Delaware LP Act.



     WHEREAS, in order to accomplish the objectives and purposes in the preceding recital, each of
the following actions has been taken prior to the date hereof:




	 	1.	 	Asset HoldCo formed WGR Holdings under the terms of the Delaware Limited
Liability Company Act (the “Delaware LLC Act”) and contributed $4,000 in exchange for
all of the member interests in WGR Holdings.
	 
	 	2.	 	Asset HoldCo formed the General Partner under the terms of the Delaware LLC Act
and contributed $1,000 in exchange for all of the membership interests in the General
Partner.
	 
	 	3.	 	The General Partner and Asset HoldCo formed the Partnership under the terms of
the Delaware LP Act and contributed $60 and $2,940, respectively, in exchange for a 2%
general partner interest and a 98% limited partner interest, respectively, in the
Partnership.
	 
	 	4.	 	Asset HoldCo contributed all of the membership interests in the General Partner
and the 98% limited partner interest in the Partnership to WGR Holdings.
	 
	 	5.	 	The Partnership formed Western Gas Operating, LLC (“Operating GP”) under the
terms of the Delaware LLC Act and contributed $1,000 in exchange for all of the
membership interests in Operating GP.
	 
	 	6.	 	Operating GP and the Partnership formed OLP under the terms of the Delaware LP
Act and contributed $0.10 and $999.90, respectively, in exchange for a 0.01% general
partner interest and a 99.99% limited partner interest, respectively, in OLP.




 









 






	 	7.	 	Asset HoldCo distributed all of the membership interests in WGR Holdings to
WGR.
	 
	 	8.	 	Asset HoldCo distributed all of the membership interests in Anadarko Gathering
Company, LLC, a Delaware limited liability company (“AGC”), Pinnacle Gas Treating LLC
(“Pinnacle”) and MIGC LLC (“MIGC”) to WGR.





     WHEREAS, concurrently with the consummation of the transactions contemplated hereby, each of
the following transactions shall occur:




	 	1.	 	WGR will contribute (on behalf of WGR Holdings) a portion of its membership
interest in AGC with a value equal to 2% of the equity value of the Partnership based
on upon the pricing of its initial public offering (the “GP Contribution Interest”) to
the General Partner.
	 
	 	2.	 	WGR will convey its remaining membership interest in AGC as well as all of the
membership interest in Pinnacle and MIGC (collectively, the “Partnership Contribution
Interests”) to WGR Holdings.
	 
	 	3.	 	The General Partner will contribute the GP Contribution Interest to the
Partnership in exchange for (i) [___] general partner units in the Partnership
representing a continuation of its 2% general partner interest in the Partnership and
(ii) the Incentive Distribution Rights.
	 
	 	4.	 	WGR Holdings will contribute the Partnership Contribution Interests to the
Partnership in exchange for (i) [___] Common Units representing a [___]% limited
partner interest in the Partnership, (ii) [___] Subordinated Units representing a
[___]% limited partner interest in the Partnership and (iii) the right to receive, upon
the earlier to occur of the expiration of the Over-Allotment Option period or the
Option Closing Date, (A) a number of additional Common Units that is equal to the
excess, if any, of (x) [___] over (y) the aggregate number of Common Units, if any,
actually purchased by and issued to the Underwriters pursuant to the exercise of the
Over-Allotment Option on the Option Closing Date, and (B) a reimbursement of
pre-formation capital expenditures in an amount equal to the total amount of cash, if
any, contributed by the Underwriters to the Partnership on the Option Closing Date with
respect to Common Units purchased by and issued to the Underwriters pursuant to the
exercise the Over-Allotment Option.
	 
	 	5.	 	The Partnership will contribute all of the membership interests in AGC, Pinnacle
and MIGC to OLP.
	 
	 	6.	 	The Partnership will (i) pay transaction expenses estimated to be approximately
$[___] million and (ii) loan $[___] million to Anadarko pursuant to a 30-year note
bearing interest at a fixed annual rate of 6.00%.
	 
	 	7.	 	The 98% limited partner interest in the Partnership held by WGR Holdings will
be redeemed and the initial capital contributions of Asset HoldCo will thereupon 




2









 






	 	 	 	be refunded, and 98% of any interest or other profit that may have resulted from the
investment or other use of such capital contribution will be distributed to WGR
Holdings.
	 	8.	 	The agreements of limited partnership and the limited liability company
agreements of the aforementioned entities will be amended and restated to the extent
necessary to reflect the applicable matters set forth above and contained in this
Agreement.





     WHEREAS, at the Effective Time, the public, through the Underwriters, will purchase from the
Partnership for $[___] in cash, less the amount of $[___] payable to the Underwriters after
taking into account the Underwriters’ discount of [___]% and the structuring fee of $[___]
payable to UBS Securities LLC, 18,750,000 Common Units owned by the Partnership on such date
(representing a [___]% limited partner interest in the Partnership).



     NOW, THEREFORE, in consideration of the mutual covenants, representations, warranties and
agreements herein contained, the parties hereto agree as follows:



ARTICLE I

DEFINITIONS




     The terms set forth below in this Article I shall have the meanings ascribed to them below or
in the part of this Agreement referred to below:



     “Common Units” means the common units representing limited partner interests in the
Partnership.



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



     “Effective Time” means immediately prior to the closing of the initial public offering
pursuant to the Underwriting Agreement.



     “Incentive Distribution Rights” has the meaning assigned to such term in the
Partnership Agreement.



     “Option Closing Date” has the meaning assigned to such term in the Partnership
Agreement.



     “Over-Allotment Option” has the meaning assigned to such term in the Partnership
Agreement.



     “Partnership Agreement” means the First Amended and Restated Agreement of Limited
Partnership of the Partnership dated as of [___], 2008.



     “Registration Statement” means the Registration Statement on Form S-1 filed with the
Commission (Registration No. 333-146700), as amended and effective at the Effective Time.



3









 





     “Subordinated Units” has the meaning assigned to such term in the Partnership
Agreement.



     “Securities Act” means the Securities Act of 1933, as amended.



     “Underwriters” means those underwriters listed in the Underwriting Agreement.



     “Underwriting Agreement” means that certain Underwriting Agreement between UBS
Securities LLC, Citigroup Global Markets Inc., Credit Suisse Securities (USA) LLC and Morgan
Stanley & Co. Incorporated, as representatives of the Underwriters, the General Partner, the
Partnership and [___] dated as of [___], 2008.



ARTICLE II

CONTRIBUTION, ACKNOWLEDGEMENTS AND DISTRIBUTIONS




     Section 2.1 Contribution of the GP Contribution Interest by WGR to the General
Partner. On behalf of WGR Holdings, WGR hereby grants, contributes, bargains, conveys,
assigns, transfers, sets over and delivers to the General Partner, its successors and its assigns,
for its and their own use forever, all right, title and interest in and to the GP Contribution
Interest, and the General Partner hereby accepts such GP Contribution Interest.



     Section 2.2 Contribution of the Partnership Contribution Interests by WGR to WGR
Holdings. WGR hereby grants, contributes, bargains, conveys, assigns, transfers, sets over and
delivers to WGR Holdings, its successors and its assigns, for its and their own use forever, all
right, title and interest in and to the Partnership Contribution Interests, and WGR Holdings hereby
accepts such Partnership Contribution Interests.



     Section 2.3 Contribution of the GP Contribution Interest by the General Partner to the
Partnership. The General Partner hereby grants, contributes, bargains, conveys, assigns,
transfers, sets over and delivers to the Partnership, its successors and its assigns, for its and
their own use forever, all right, title and interest in and to the GP Contribution Interest, as a
capital contribution, in exchange for (i) [___] general partner units representing a continuation
of its 2% general partner interest in the Partnership and (ii) the issuance of the Incentive
Distribution Rights, and the Partnership hereby accepts the GP Contribution Interest as a
contribution to the capital of the Partnership.



     Section 2.4 Contribution of the Partnership Contribution Interests by WGR Holdings to the
Partnership. WGR Holdings hereby grants, contributes, bargains, conveys, assigns, transfers,
sets over and delivers to the Partnership, its successors and its assigns, for its and their own
use forever, all right, title and interest in and to the Partnership Contribution Interests, as a
capital contribution, in exchange for (i) [___] Common Units representing a [___]% limited partner
interest in the Partnership, (ii) [___] Subordinated Units representing a [___]% limited partner
interest in the Partnership and (iii) the right to receive, upon the earlier to occur of the
expiration of the Over-Allotment Option period or the Option Closing Date, a number of additional
Common Units that is equal to the excess, if any, of (x) [___] over (y) the aggregate number of
Common Units, if any, actually purchased by and issued to the Underwriters pursuant to the exercise
of the Over-Allotment Option on the Option Closing Date, and (B) a reimbursement of pre-formation
capital expenditures in an amount equal to the total



4









 







amount of cash, if any, contributed by the Underwriters to the Partnership on the Option
Closing Date with respect to Common Units purchased by and issued to the Underwriters pursuant to
the exercise of the Over-Allotment Option. The Partnership hereby accepts the Partnership
Contribution Interests as a contribution to the capital of the Partnership.



     Section 2.5 Contribution of the AGC, Pinnacle and MIGC Interests by the Partnership to
OLP. The Partnership hereby grants, contributes, bargains, conveys, assigns, transfers, sets
over and delivers to OLP, its successors and its assigns, for its and their own use forever, all
right, title and interest in and to the Partnership’s entire membership interests in AGC, Pinnacle
and MIGC, and OLP hereby accepts such membership interests.



     Section 2.6 Underwriters’ Cash Contribution. The Parties acknowledge that the
Underwriters have, pursuant to the Underwriting Agreement, made a capital contribution to the
Partnership of approximately $[___] in cash ($[___] net to the Partnership after the
underwriting discount of $[___] and the structuring fee of $[___] payable to UBS Securities
LLC) in exchange for the issuance by the Partnership to the Underwriters of [___] Common
Units, representing a [___]% limited partner interest in the Partnership.



     Section 2.7 Payment of Transaction Costs. The Parties acknowledge the payment by the
Partnership of transaction expenses in the amount of approximately $[___].



     Section 2.8 Redemption of WGR Holdings’s Interests in Partnership. The Partnership
(a) hereby redeems the 98% limited partner interest of WGR Holdings and (b) hereby refunds and
distributes to WGR Holdings the initial capital contribution made by Asset HoldCo to the
Partnership along with 98% of any interest or other profit that resulted from the investment or
other use of such initial capital contribution.



     Section 2.9 30-Year Note. The Parties acknowledge the loan of $[___] million by the Partnership to Anadarko pursuant
to a 30-year note in the form attached as Exhibit 10.1 to the Registration Statement bearing
interest at a fixed annual rate of 6.00%.



ARTICLE III

ADDITIONAL TRANSACTIONS




     Section 3.1 Purchase of Additional Common Units. If the Over-Allotment Option is
exercised in whole or in part, the Underwriters will contribute additional cash to the Partnership
in exchange for up to an additional [___] Common Units on the basis of the initial public
offering price per Common Unit set forth in the Registration Statement.



     Section 3.2 Purchase of Additional Common Units. On the Option Closing Date, the
Partnership will issue to WGR Holdings a number of additional Common Units that is equal to the
excess, if any, of (x) [___] over (y) the aggregate number of Common Units, if any,
actually purchased by and issued to the Underwriters pursuant to the exercise of the Over-Allotment
Option on the Option Closing Date, and WGR Holdings will receive a cash distribution equal to the
total amount of cash, if any, contributed by the Underwriters to the Partnership on the Option Closing Date pursuant to Section 3.1 hereof, less the amount of the
underwriting discounts and the additional structuring fee.



5









 





ARTICLE IV

FURTHER ASSURANCES




     From time to time after the Effective Time, and without any further consideration, the Parties
agree to execute, acknowledge and deliver all such additional deeds, assignments, bills of sale,
conveyances, instruments, notices, releases, acquittances and other documents, and to do all such
other acts and things, all in accordance with applicable law, as may be necessary or appropriate
(a) more fully to assure that the applicable Parties own all of the properties, rights, titles,
interests, estates, remedies, powers and privileges granted by this Agreement, or which are
intended to be so granted, (b) more fully and effectively to vest in the applicable Parties and
their respective successors and assigns beneficial and record title to the interests contributed
and assigned by this Agreement or intended to be so and (c) more fully and effectively to carry out
the purposes and intent of this Agreement.



ARTICLE V

EFFECTIVE TIME




     Notwithstanding anything contained in this Agreement to the contrary, none of the provisions
of Article II of this Agreement shall be operative or have any effect until the Effective Time, at
which time all the provisions of Article II of this Agreement shall be effective and operative in
accordance with Article VI, without further action by any Party hereto.



ARTICLE VI

MISCELLANEOUS




     Section 6.1 Order of Completion of Transactions. The transactions provided for in
Article II and Article III of this Agreement shall be completed immediately following the Effective
Time in the following order: first, the transactions provided for in Article II shall be completed
in the order set forth therein; and second, following the completion of the transactions provided
for in Article II, the transactions provided for in Article III, if they occur, shall be completed.



     Section 6.2 Headings; References; Interpretation. All Article and Section headings in
this Agreement are for convenience only and shall not be deemed to control or affect the meaning or
construction of any of the provisions hereof. The words “hereof,” “herein” and “hereunder” and
words of similar import, when used in this Agreement, shall refer to this Agreement as a whole,
including, without limitation, all Schedules and Exhibits attached hereto, and not to any
particular provision of this Agreement. All references herein to Articles, Sections, Schedules and
Exhibits shall, unless the context requires a different construction, be deemed to be references to
the Articles and Sections of this Agreement and the Schedules and Exhibits attached hereto, and all
such Schedules and Exhibits attached hereto are hereby incorporated herein and made a part hereof
for all purposes. All personal pronouns used in this Agreement, whether used in the masculine,
feminine or neuter gender, shall include all other genders, and the singular shall include the
plural and vice versa. The use herein of the word “including” following any general statement, term or matter shall not be construed to limit such statement, term or
matter to the specific items or matters set forth immediately following such word or to similar
items or matters, whether or not non-limiting language (such as “without limitation”, “but not



6









 







limited to”, or words of similar import) is used with reference thereto, but rather shall be deemed
to refer to all other items or matters that could reasonably fall within the broadest possible
scope of such general statement, term or matter.



     Section 6.3 Successors and Assigns. This Agreement shall be binding upon and inure to
the benefit of the Parties and their respective successors and assigns. 



     Section 6.4 No Third Party Rights. The provisions of this Agreement are intended to
bind the Parties as to each other and are not intended to and do not create rights in any other
person or confer upon any other person any benefits, rights or remedies, and no person is or is
intended to be a third party beneficiary of any of the provisions of this Agreement.



     Section 6.5 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.



     Section 6.6 Choice of Law. 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.



     Section 6.7 Severability. If any of the provisions of this Agreement are held by any
court of competent jurisdiction to contravene, or to be invalid under, the laws of any political
body having jurisdiction over the subject matter hereof, such contravention or invalidity shall not
invalidate the entire Agreement. Instead, this Agreement shall be construed as if it did not
contain the particular provisions or provisions held to be invalid and an equitable adjustment
shall be made and necessary provision added so as to give effect to the intention of the Parties as
expressed in this Agreement at the time of execution of this Agreement.



     Section 6.8 Amendment or Modification. This Agreement may be amended or modified from
time to time only by the written agreement of all the Parties. Each such instrument shall be
reduced to writing and shall be designated on its face as an amendment to this Agreement.



     Section 6.9 Integration. This Agreement and the instruments referenced herein
supersede all previous understandings or agreements among the Parties, whether oral or written,
with respect to the subject matter of this Agreement and such instruments. This Agreement and such
instruments contain the entire understanding of the Parties with respect to the subject matter
hereof and thereof. No understanding, representation, promise or agreement, whether oral or
written, is intended to be or shall be included in or form part of this Agreement unless it is
contained in a written amendment hereto executed by the parties hereto after the date of this
Agreement.



     Section 6.10 Deed; Bill of Sale; Assignment. To the extent required and permitted by
applicable law, this Agreement shall also constitute a “deed,” “bill of sale” or “assignment” of
the assets and interests referenced herein.



[Signature Pages Follow]





7












 





     IN WITNESS WHEREOF, the parties to this Agreement have caused it to be duly executed as of the
date first above written.



	 	 	 	 	 
	 	WESTERN GAS PARTNERS, LP

 	 
	 	By:  	WESTERN GAS HOLDINGS, LLC,

its general partner 	 
	 



	 	 	 	 	 
	 	 	 
	 	By:  	
 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 



	 	 	 	 	 
	 	WESTERN GAS HOLDINGS, LLC

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



	 	 	 	 	 
	 	ANADARKO PETROLEUM CORPORATION

 	 
	 	By:  	 	 
	 	 	Name:  	Robert G. Gwin 	 
	 	 	Title:  	Vice President, Finance and Treasurer 	 
	 



	 	 	 	 	 
	 	WGR HOLDINGS, LLC

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



Signature Page to Contribution, Conveyance and Assumption Agreement




 









 






	 	 	 	 	 



	 	 	 	 	 
	 	WESTERN GAS RESOURCES, INC.

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 



	 	 	 	 	 
	 	WGR OPERATING, LP

 	 
	 	By:  	WESTERN GAS OPERATING, LLC,

its general partner
 	 
	 



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



Signature Page to Contribution, Conveyance and Assumption Agreement