Letter Agreement, by and between APC Midstream Holdings, LLC and Western Midstream Operating GP, LLC, dated as of December 31, 2019

Contract Categories: Business Operations - Operating Agreements
EX-10.8 10 wes20208-kxjanuaryxexh108.htm EXHIBIT 10.8 Exhibit


EXHIBIT 10.8

OCCIDENTAL PETROLEUM CORPORATION

December 31, 2019

Western Midstream Operating GP, LLC
1201 Lake Robins Drive
The Woodlands, TX 77380
Attention: Michael P. Ure

Re: AMH Indemnification Agreement

To Whom It May Concern:

Reference is made to that certain AMH Indemnification Agreement (the “Indemnification Agreement”), dated as of March 3, 2014, by and between APC Midstream Holdings, LLC, a Delaware limited liability company (“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:
 
 
 
 
APC MIDSTREAM HOLDINGS, LLC
 
 
 
By:
/s/ Nicole E. Clark
 
Name:
Nicole E. Clark
 
Title:
Vice President and Secretary





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