Letter Agreement, by and between Western Gas Resources, Inc. and Western Midstream Operating GP, LLC, dated as of December 31, 2019
EX-10.5 7 wes20208-kxjanuaryxexh105.htm EXHIBIT 10.5 Exhibit
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.]
WESTERN GAS RESOURCES, INC.
/s/ Oscar K. Brown
Oscar K. Brown
Senior Vice President
AGREED AND ACCEPTED THIS _31_ DAY OF DECEMBER, 2019
WESTERN MIDSTREAM OPERATING GP, LLC
/s/ Michael P. Ure
Michael P. Ure
President and Chief Executive Officer
Signature Page to Letter of Consent