CONTRIBUTION AGREEMENT AND AGREEMENT AND PLAN OF MERGER
This CONTRIBUTION AGREEMENT AND AGREEMENT AND PLAN OF MERGER, dated as of November 7, 2018
(this
Agreement
), is by and among Anadarko E&P Onshore LLC, a Delaware limited liability company (
AE&P
), Western Gas Equity Partners, LP, a Delaware limited partnership
(
WGP
), Western Gas Equity Holdings, LLC, a Delaware limited liability company (
WGP GP
), Western Gas Partners, LP, a Delaware limited partnership (
WES
or
Buyer
), Western Gas Holdings, LLC, a Delaware limited liability company (
WES GP
), Clarity Merger Sub, LLC, a Delaware limited liability company (
Merger Sub
), WGR Asset
Holding Company LLC, a Delaware limited liability company (
WGRAH
), WGR Operating, LP, a Delaware limited partnership (
WGRO
), Kerr-McGee Gathering LLC, a Colorado limited liability company
(
KMGG
), APC Midstream Holdings, LLC, a Delaware limited liability company (
AMH
or
Seller
), and Delaware Basin Midstream, LLC, a Delaware limited liability company
(
DBM
). AE&P and WGRAH are referred to herein as the
Contributing Parties
and individually as a
Contributing Party
. WES, WGRO, KMGG and DBM are referred to herein as
the
Recipient Parties
and individually as a
Recipient Party
. In addition, (a) Anadarko Petroleum Corporation, a Delaware corporation (
APC
), is party to this Agreement
for the limited purposes set forth in
Section
1.2(a)
,
Section
1.2(b)
,
Section
1.2(d)
,
Section
1.3
,
Article
V
,
Section
7.5
,
Section
7.6
,
Section
7.11
,
Section
7.16(b)
,
Section
7.17
,
Section
8.1
,
Section
8.4
,
Section
8.6
,
Section
8.8
,
Article
IX
,
Article
X
and
Article
XI
and is a party to
this Agreement solely to that extent, and (b) Kerr-McGee Worldwide Corporation, a Delaware corporation (
KWC
), is party to this Agreement for the limited purposes set forth in
Section
2.1
and a
party to this Agreement solely to that extent.
W I T N E S E T H:
WHEREAS
, as of the date of this Agreement, WGRAH owns (a) all of the outstanding limited liability company interests in, and is
the sole member of, each of Anadarko Wattenberg Oil Complex LLC, a Delaware limited liability company (
AWOC
, and such interests, the
AWOC Interests
), Anadarko DJ Oil Pipeline LLC, a Delaware
limited liability company (
ADJOP
, and such interests, the
ADJOP Interests
), Anadarko DJ Gas Processing LLC, a Delaware limited liability company (
ADJGP
, and such
interests, the
ADJGP Interests
), Wamsutter Pipeline LLC, a Delaware limited liability company (
Wamsutter Pipeline
, and such interests, the
Wamsutter Pipeline Interests
),
DBM Oil Services, LLC, a Delaware limited liability company (
DBMOS
and such interests, the
DBMOS Interests
), Anadarko Pecos Midstream LLC, a Delaware limited liability company (
Anadarko
Pecos
, and such interests, the
Anadarko Pecos Interests
), and Anadarko Mi Vida LLC, a Delaware limited liability company (
Anadarko Mi Vida
, and such interests, the
Anadarko Mi Vida Interests
) and (b) a portion of the outstanding limited liability company interests in, and is a member of, each of APC Water Holdings 1, LLC, a Delaware limited liability company
(
APCWH
and such interests, the
APCWH Interests
), Saddlehorn Pipeline Company, LLC, a Delaware limited liability company (
Saddlehorn
, and such interests, the
Saddlehorn Interests
), and Panola Pipeline Company, LLC, a Texas limited liability company (
Panola
, and such interests, the
Panola Interests
). With respect to the
foregoing clauses
(a)
and
(b)
, the type and number of equity interests are set forth on
Schedule I
hereto (collectively, the
WGRAH Contributed Interests
);
WHEREAS
, Anadarko Mi Vida owns a portion of the outstanding limited liability company interests in, and is a member of, Mi Vida JV LLC,
a Delaware limited liability company (
Mi Vida
, and such interests, the
Mi Vida Interests
), the type and number of such interests being set forth on
Schedule I
hereto, and Anadarko Pecos owns
a portion of the outstanding limited liability company interests in, and is a member of, Ranch Westex JV LLC, a Delaware limited liability company (
Ranch Westex
, and such interests, the
Ranch Westex
Interests
), the type and number of such interests being set forth on
Schedule I
hereto;
WHEREAS
, AE&P
owns a portion of the APCWH Interests and is a member of APCWH, the type and number of such interests being set forth on
Schedule I
hereto (the
AE&P Contributed Interests
). The AE&P Contributed Interests and
the WGRAH Contributed Interests are together referred to as the
Contributed Interests
;
A-1