Termination and Release of KWC Indemnification Agreement between Kerr-McGee Worldwide Corporation and Western Midstream Operating GP, LLC
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Kerr-McGee Worldwide Corporation and Western Midstream Operating GP, LLC have agreed to terminate their previous indemnification agreement, originally established in 2016. This termination releases Kerr-McGee from any further indemnity obligations related to lender claims against Western Midstream Operating GP, LLC or its affiliate. Both parties have consented to this termination by signing the agreement, effective December 31, 2019.
EX-10.7 9 wes20208-kxjanuaryxexh107.htm EXHIBIT 10.7 Exhibit
EXHIBIT 10.7
OCCIDENTAL PETROLEUM CORPORATION
December 31, 2019
Western Midstream Operating GP, LLC
1201 Lake Robins Drive
The Woodlands, TX 77380
Attention: Michael P. Ure
Re: KWC Indemnification Agreement
To Whom It May Concern:
Reference is made to that certain KWC Indemnification Agreement (the “Indemnification Agreement”), dated as of March 14, 2016, by and between Kerr-McGee Worldwide Corporation, 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: | ||
KERR-MCGEE WORLDWIDE CORPORATION | ||
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