exv4w7







    Exhibit 4.7



 




    CERTIFICATE
    OF INCORPORATION

    OF

    

    WESTERN GAS PARTNERS FINANCE CORPORATION



 



    FIRST: The name of the Corporation is:



 



    Western Gas Partners Finance Corporation



 



    SECOND: The address of the Corporation’s
    registered office in the State of Delaware is Corporation
    Trust Center, 1209 Orange Street, Wilmington, New Castle
    County, Delaware 19801. The name of the registered agent at the
    above address is The Corporation Trust Company.



 



    THIRD: The purpose of the Corporation is to engage
    in any lawful act or activity for which corporations may be
    organized under the General Corporation Law of the State of
    Delaware (“GCL”).



 



    FOURTH: The total number of shares of stock that the
    Corporation shall have authority to issue shall be One Thousand
    (1,000) shares of Common Stock, par value One Dollar ($1.00) per
    share.



 



    Shares of stock of the Corporation whether with or without par
    value, of any class or classes hereby or hereafter authorized
    may be issued by the Corporation from time to time for such
    consideration permitted by law as may be fixed from time to time
    by the Board of Directors.



 



    FIFTH: Solape O. Delano is the sole incorporator and
    her mailing address is 1201 Lake Robbins Drive, The Woodlands,
    Texas 77380.



 



    SIXTH: Unless required by the by-laws, the election
    of the Board of Directors need not be by written ballot.



 



    Upon the filing of the Certificate of Incorporation, the powers
    of the incorporator shall terminate and the following named
    individuals, each of whose mailing address is set out beside his
    name, shall serve as director until the first meeting of the
    stockholders or until successors are duly elected and qualified:



 


	 	 	 
	

    Robert G. Gwin


	
 
	
    1201 Lake Robbins Drive

    The Woodlands, TX 77380

	

    Danny J. Rea


	
 
	
    1201 Lake Robbins Drive

    The Woodlands, TX 77380

	

    Robert K. Reeves


	
 
	
    1201 Lake Robbins Drive

    The Woodlands, TX  77380









 



    SEVENTH: The Board of Directors shall have the power
    to make, alter, or repeal the by-laws of the Corporation, but
    the stockholders may make additional by-laws and may alter or
    repeal any by-law whether or not adopted by them.



 



    EIGHTH: The Corporation shall indemnify its officers
    and directors to the full extent permitted by the GCL, as
    amended from time to time.



 



    NINTH: No director of the Corporation shall be
    personally liable to the Corporation or its stockholders for
    monetary damages for breach of fiduciary duty as a director, for
    any act or omission, except that a director may be liable
    (i) for breach of the director’s duty of loyalty to
    the Corporation or its stockholders, (ii) for acts or
    omissions not in good faith or that involve intentional
    misconduct or a knowing violation of law, (iii) under
    Section 174 of the GCL, or (iv) for any transaction
    from which the director derived an improper personal benefit. If
    the GCL is amended to authorize corporate action further
    eliminating or limiting the personal liability of directors,
    then the liability of the directors shall be eliminated or
    limited to the fullest extent permitted by the GCL, as so
    amended. The elimination and limitation of liability provided
    herein shall continue after a director has ceased to occupy such
    position as to acts or omissions occurring during such
    director’s term or terms of office. Any amendment, repeal
    or modification of this Article Ninth shall not adversely
    affect any right of protection of a director of the Corporation
    existing at the time of such repeal or modification.



 



    /s/  Solape
    Delano








    Solape Delano




    Incorporator



 



    Dated: June 9, 2009