Termination and Release of Indemnification Agreement between Western Gas Resources, Inc. and Western Midstream Operating GP, LLC

Summary

This agreement, dated December 31, 2019, is between Western Gas Resources, Inc. (the Indemnitor) and Western Midstream Operating GP, LLC (the Indemnitee). It terminates the existing Fourth Amended and Restated Indemnification Agreement, releasing Western Gas Resources, Inc. from any further indemnity obligations related to lender claims against Western Midstream Operating GP, LLC or its affiliate. Both parties consent to this termination by signing the letter, making the release effective as of the agreement date.

EX-10.5 7 wes20208-kxjanuaryxexh105.htm EXHIBIT 10.5 Exhibit

EXHIBIT 10.5

OCCIDENTAL PETROLEUM CORPORATION

December 31, 2019

Western Midstream Operating GP, LLC

1201 Lake Robins Drive

The Woodlands, TX 77380

Attention: Michael P. Ure

Re: Fourth Amended and Restated Indemnification Agreement (WGR)

To Whom It May Concern:

Reference is made to that certain Fourth Amended and Restated Indemnification Agreement (WGR) (the “Indemnification Agreement”), dated as of March 14, 2016, and amended through the date hereof, by and between Western Gas Resources, Inc., a Delaware corporation (“Indemnitor”), and Western Midstream Operating GP, LLC, a Delaware limited liability company (the “Indemnitee”). Unless otherwise noted, capitalized terms not defined herein will have the meaning set forth in the Indemnification Agreement.

The Indemnification Agreement governs certain indemnity obligations of Indemnitor relating to potential Lender Claims made against Indemnitee or Western Midstream Operating, LP, a Delaware limited partnership (“WES OP”), with respect to certain borrowings of WES OP. Under Section 2.1 of the Indemnification Agreement, Indemnitor agreed, subject to certain limitations, to indemnify and hold harmless Indemnitee from and against any Lender Claim.

The purpose of this letter is to memorialize the agreement between the Indemnitor and Indemnitee to terminate the Indemnification Agreement and release Indemnitor from any indemnity obligations under the Indemnification Agreement. Therefore, in consideration of the mutual benefits to be hereinafter derived, you agree that you hereby consent to the termination of the Indemnification Agreement and release of Indemnitor's indemnity obligations under the Indemnification Agreement.

Please indicate your agreement to the foregoing by signing this letter in the space provided on the following page and returning to our attention. This consent may be executed and delivered in any number of counterparts and by electronic transmission, each of which will be deemed an original instrument and together will constitute for all purposes one agreement.

[Signature Page Follows.]



	Sincerely,

	INDEMNITOR:

	WESTERN GAS RESOURCES, INC.

	By:	/s/ Oscar K. Brown
	Name:	Oscar K. Brown
	Title:	Senior Vice President

AGREED AND ACCEPTED THIS _31_ DAY OF DECEMBER, 2019



INDEMNITEE:

WESTERN MIDSTREAM OPERATING GP, LLC

By:	/s/ Michael P. Ure
Name:	Michael P. Ure
Title:	President and Chief Executive Officer

Signature Page to Letter of Consent