exv10w3






EXHIBIT 10.3




	 	 	 

	Attention:

	 	President
	 
	 	 
	Facsimile Number:

	 	(832) 636-___
	 
	 	 
	Date:

	 	[                    ]
	 
	 	 
	Reference:

	 	WES [                    ]






Commodity Swap

CONFIRMATION



The purpose of this facsimile (this “Confirmation”) is to confirm the terms and conditions of the
commodity swap transaction entered into between Anadarko Petroleum Corporation (“Anadarko”) and
Western Gas Partners, LP (the “Counterparty”) on the Trade Date specified below (the
“Transaction”). This Confirmation supersedes any previous Confirmation or other written
communication with respect to the Transaction described below and evidences a complete binding
agreement between you and us as to the terms of the Transaction described below. This Confirmation
constitutes a “Confirmation” as referred to in the Agreement specified below.




The definitions and provisions contained in the Commodity Definitions as such term is defined in
the Agreement (the “Commodity Definitions”), are incorporated into this Confirmation. In the event
of any inconsistency between those definitions and provisions and this Confirmation, this
Confirmation will govern for purposes of the Transaction. Capitalized terms used in this
Confirmation and not defined in this Confirmation or the Commodity Definitions shall have the
respective meanings assigned in the Agreement. Each party hereto agrees to make payment to the
other party hereto in accordance with the provisions of this Confirmation and of the Agreement.




This Confirmation supplements, forms a part of, and is subject to the ISDA Master Agreement dated
as of December 19, 2008, as amended and supplemented from time to time (the “Agreement”) between
you and us. All provisions contained in the Agreement govern this Confirmation except as expressly
modified below.




The terms of the particular Transaction to which this Confirmation relates are as follows:




	 	 	 

	General Terms:
	 	 
	 
	 	 
	Trade Date:

	 	[                    ]
	 
	 	 
	Effective Date:

	 	[                    ]
	 
	 	 
	Termination Date:

	 	[                    ]
	 
	 	 
	Commodity:

	 	[Natural Gas] [Ethane, Propane, Is Butane, Normal Butane, Natural Gasoline, Condensate]
	 
	 	 
	Total Notional Quantity:

	 	Sum of Notional Quantities in each Calculation Period






 









 






	 	 	 

	Notional Quantity per Calculation Period:

	 	[Actual volumes, in MMBTUs, purchased by Western Gas
Partners, LP to comply with its keep whole
obligations under the [                     Contracts]. Such
keep whole volumes (the “Keep Whole Volumes”) shall
be equal to the amount during a Calculation Period
by which the total natural gas required to be
redelivered to the producers under the [                    
Contracts] exceeds the Producer Provided Natural Gas
for such Calculation Period. For purposes of this
Confirmation the “Producer Provided Natural Gas”
shall be equal to sum of (a) the natural gas
Counterparty receives as compensation for services
provided by Counterparty pursuant to the
[                     Contracts] plus (b) the amount of
residue natural gas remaining following gathering,
services, processing, conditioning and transporting
of the natural gas originally delivered by the
producers to Western Gas Partners, LP pursuant to
the [                     Contracts]. For purposes of this
Confirmation the “[                     Contracts]” shall be
all natural gas or natural gas liquids gathering,
services, processing, conditioning, transporting or
similar contracts with respect to the [                    ]
Gathering System and/or [                    ] Plants and all
amendments, modifications, restatements or
replacements thereof. For purposes of this
Confirmation the “[                    ] Gathering System” and
“[                    ] Plants” shall have the meanings given
to such terms in the Contribution Agreement which
conveys such system and plants to Western Gas
Partners, LP, on or about the Trade Date hereof.
If during any Calculation Period the Producer
Provided Natural Gas exceeds the natural gas
required to be redelivered to the producers under
the [                     Contracts], then for such
Calculation Period this Confirmation shall be
applicable in accordance with its other terms
subject to the following three modifications: (i)
Counterparty shall be the Floating Price Payer, (ii)
Anadarko shall be the Fixed Price Payer and (iii)
The Notional Quantity shall be the amount by which
the Producer Provided Natural Gas exceeds the
natural gas required to be redelivered to the
producers under the [                     Contracts]. or
[Actual volumes, in MMBTUs, retained by Western Gas
Partners, LP as payment from the percentage of
proceeds contracts at the [                    ] facilities
]]
[Actual volumes, in barrels, retained by Western Gas
Partners, LP as compensation for services provided
by Western Gas Partners, LP pursuant to the
[                     Contracts], (the “Liquids Volumes”). For
purposes of this Confirmation the “[                    
Contracts]” shall be all natural gas or natural gas
liquids gathering, services, processing,
conditioning, transporting or similar contracts with
respect to the [                     Gathering System] and/or
[                     Plants] and all amendments, modifications,
restatements or replacements thereof. For purposes
of this Confirmation the “[                    ] Gathering
System” and “[                    ] Plants” shall have the
meanings given to such terms in the Contribution
Agreement which conveys such system and plants to
Western Gas Partners, LP on or about the Trade Date
hereof. or [Actual volumes retained by Western Gas
Partners, LP as net payment from the [                    ]
facilities.]]
	 
	 	 
	Calculation Period(s):

	 	Each consecutive calendar month, from and including the Effective Date, to and including
the Termination Date.
	 
	 	 
	Payment Date(s):

	 	In respect of each Calculation Period, the fifth
Business Day following the Pricing Date in such
Calculation Period.
	 
	 	 





 









 






	 	 	 

	Fixed Amount Details:
	 	 
	 
	 	 
	Fixed Price Payer:

	 	[                    ]
	 
	 	 
	Fixed Price:

	 	USD [                    ] per [MMBTU] [per barrel]
	 
	 	 
	Floating Amount Details:
	 	 
	 
	 	 
	     Floating Price Payer:

	 	[                    ]
	 
	 	 
	     Floating Price:

	 	[A price per MMBTU equal to (a) the actual net
proceeds paid for the Keep Whole Volumes of natural
gas for the applicable Calculation Period divided by
(b) the Notional Quantity for such Calculation
Period.]
[A price per barrel with respect to the applicable
commodity equal to (a) the actual amount received as
payment by the Floating Price Payer from the sale of
the Liquids Volumes of the applicable commodity for
the applicable Calculation Period divided by (b) the
Notional Quantity of the applicable commodity for
such Calculation Period.]
	 
	 	 
	     Delivery Date:

	 	In respect of each Calculation Period, the calendar
month and year corresponding to such Calculation
Period.
	 
	 	 
	     Pricing Date(s):

	 	In respect of each Calculation Period, the date 20
days after the end of such Calculation Period.
	 
	 	 
	Offices:
	 	 
	 
	 	 
	     Anadarko:

	 	1201 Lake Robbins Drive, The Woodlands, TX 77380
	     Counterparty:

	 	1201 Lake Robbins Drive, The Woodlands, TX 77380





 









 







Please confirm that the foregoing correctly sets forth all the terms and
conditions of our agreement with respect to the Transaction by responding
within two (2) Business Days by promptly signing in the space provided below
and faxing the signed copy to Anadarko.




	 	 	 	 	 
	For and on behalf of

Anadarko Petroleum Corporation

 	 	 
	  	 	 	 
	 	Name:  	 	 	 
	 	Authorized Signatory


Date: 	 	 
	 
	For and on behalf of

Western Gas Partners, LP

 	 	 
	By:  	Western Gas Holdings, LLC, its general partner
 	 	 
	 	Name:  	 	 	 
	 	Authorized Signatory


Date: 	 	 





 









 






	 	 	 	 	 



[Renewal provisions for Powder River Hedges:




Renewal Option:




During the last month of the Calculation Period, Floating Price Payor shall have the right but not
the obligation to enter into a new transaction with the same terms as this confirmation except as
follows:




The new Trade Date shall be the date of the new transaction;




The new Effective Date shall be two (2) years or four (4) years, as applicable, from the Effective
Date set forth in this Confirmation;




The new Termination Date shall be two (2) years or four (4) years, as applicable, from the
Termination Date set forth in this Confirmation; and




The new Fixed Price shall be the forward market price at the new Trade Date, where the forward
market price shall be deemed to be




[the NYMEX-Henry Hub settlement price less the CIG basis two (2) Business Days prior to the new
Trade Date for the twelve (12) month period ending with the new Termination Date. The forward
market price will be further reduced by the weighted average of the transportation expense (for any
periods that fall within a portion of the period from the Trade Date through the new Termination
Date), set forth in the then existing contracts between MIGC, on the one hand, and Anadarko and/or
its affiliates including Western Gas Resources, Inc. and Anadarko Energy Services Company, on the
other hand.]




[the amount calculated by the following formula: (a) the NYMEX-WTI settlement price two (2)
business Days prior to the new Trade Date for the twelve (12) month period ending with the new
Termination Date, multiplied by (b) a fraction, the numerator of which is (i) the average price for
such commodity for the thirty-six (36) month period ending with the new Trade Date, and the
denominator of which is (ii) the average NYMEX-WTI price for the thirty-six (36) month period prior
to the new Trade Date, less (c) Enterprise’s posted tariff for liquids transportation from
southwest Wyoming delivered to Mont Belvieu for the twelve (12) month period ending with the new
Termination Date and less (d) a fractionation fee equal to the weighted average of the contracted
fractionation fees (for any periods that fall within a portion of the period from the Trade Date
through the new Termination Date), set forth in the Mont Belvieu fractionation contracts in place
on the Trade Date with Anadarko and/or its affiliates.]




Floating Price Payor’s exercise of the Renewal Option with respect to a transaction outstanding
under this confirmation (“Extended Transaction”) shall be subject to the following:




1. The Renewal Option can only be exercised with respect to an Extended Transaction on December 15,
[___], and December 15, [___], as applicable.




2. The Renewal Option shall terminate immediately and shall be of no further force or effect if at
any time (a) Fixed Price Payor shall cease to own, directly or indirectly, 51% of the voting
membership interest of Floating Price Payor’s general partner or (b) Floating Price Payor’s general
partner shall cease to either be or control the sole general partner of Floating Price Payor.]