exv10w2








Exhibit 10.2




AMENDMENT NO. 2 TO

OMNIBUS AGREEMENT




     This AMENDMENT NO. 2 TO OMNIBUS AGREEMENT (this “Amendment”), dated as of July 22, 2009 is by
and among Western Gas Partners, LP, a Delaware limited partnership (the “Partnership”), Western Gas
Holdings, LLC, a Delaware limited liability company (the “General Partner”), and Anadarko Petroleum
Corporation, a Delaware corporation (“Anadarko” and, together with the Partnership and the General
Partner, the “Parties” and each, a “Party”).



     WHEREAS, the Parties are party to that certain Omnibus Agreement that was entered into on, and
effective as of, May 14, 2008 (as amended by Amendment No.1 thereto dated as of December 19, 2008,
the “Omnibus Agreement”) pursuant to which, among other things, subject to Section 3.1(c) of the
Omnibus Agreement, the Partnership Group agreed to reimburse Anadarko for all cash expenses and
expenditures that the Anadarko Entities incur or payments that they make on behalf of the
Partnership Entities for certain general and administrative services provided to the Partnership
Entities, which reimbursement is currently capped, pursuant to Section 3.1(c) of the Omnibus
Agreement, at $6.0 million annually from May 14, 2008 through December 18, 2008, and $6.65 million
annually from December 19, 2008 through December 31, 2009, subject to certain specified
adjustments;



     WHEREAS, pursuant to the Contribution Agreement dated as of July 10, 2009 (the “Contribution
Agreement”) by and among the Parties and certain other parties thereto, certain affiliates of
Anadarko will contribute certain assets to the Partnership and its subsidiaries;



     WHEREAS, as a condition precedent to consummating the transactions contemplated by the
Contribution Agreement, the Partnership and Anadarko must have mutually agreed on a revised G&A
Expenses Limit (as defined in the Omnibus Agreement) to provide any appropriate increase in order
to account for adjustments in the nature and extent of the general and administrative services to
be provided under the Omnibus Agreement related to the increase in services required by the
ownership and operation of the assets contributed to the Partnership and its subsidiaries pursuant
to the Contribution Agreement;



     WHEREAS, the Parties have appropriately approved this Amendment; and



     WHEREAS, the Parties desire to amend the Omnibus Agreement in furtherance of the foregoing
recitals.



     NOW, THEREFORE, in consideration of the mutual covenants and agreements set forth herein and
other good and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the Parties hereby agree as follows:



     1. Defined Terms. Capitalized terms used but not defined in this Amendment shall have
the meanings ascribed to such terms in the Omnibus Agreement.



     2. Amendment to the Omnibus Agreement. Section 3.1(c) of the Omnibus Agreement is
hereby amended by deleting the first sentence thereof and replacing it in its entirety with the
following:



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     “Subject to the provisions of this Section 3.1(c), the amount for which Anadarko shall
be entitled to reimbursement from the Partnership Entities pursuant to Section 3.1(b) for
general and administrative expenses shall not exceed $6.0 million annually from the date of
this Agreement through December 18, 2008, $6.65 million annually from December 19, 2008
through July 21, 2009, and $6.9 million annually from July 22, 2009 through December 31,
2009 (the “G&A Expenses Limit”).”



     3. Confirmation. Except as expressly amended by this Amendment, the Omnibus Agreement
is not modified hereby, is hereby ratified and confirmed, and shall remain in full force and
effect.



     4. Counterparts. This Amendment may be executed on any number of separate
counterparts, and all of said counterparts taken together shall be deemed to constitute one and the
same instrument. Delivery of an executed signature page of this Amendment by facsimile transmission
or electronic mail shall be effective as delivery of a manually executed counterpart hereof.



     5. Choice of Law. Submission to Jurisdiction. This Amendment 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.



[Signature Page to Follow]




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     IN WITNESS WHEREOF, the Parties have caused this Amendment to be duly executed and delivered
on the date first written above.



	 	 	 	 	 	 	 
	 	 	WESTERN GAS PARTNERS, LP	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	WESTERN GAS HOLDINGS, LLC, its general partner	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Robert G. Gwin	 	 
	 

	 	 	 	 	 	 
	 

	 	Name:
	 	Robert G. Gwin	 	 
	 

	 	Title:
	 	President and Chief Executive Officer	 	 
	 
	 	 	 	 	 	 
	 	 	WESTERN GAS HOLDINGS, LLC	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Robert G. Gwin	 	 
	 

	 	 	 	 	 	 
	 

	 	Name:
	 	Robert G. Gwin	 	 
	 

	 	Title:
	 	President and Chief Executive Officer	 	 
	 
	 	 	 	 	 	 
	 	 	ANADARKO PETROLEUM CORPORATION	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ R.A. Walker	 	 
	 

	 	 	 	 	 	 
	 

	 	Name:
	 	R.A. Walker	 	 
	 

	 	Title:
	 	President and Chief Executive Officer	 	 






[Signature Page to Amendment No. 2 to Omnibus Agreement]