Pacific Coast Energy Co LP Sample Contracts

FORM OF AMENDED AND RESTATED TRUST AGREEMENT OF PACIFIC COAST OIL TRUST AMONG PACIFIC COAST ENERGY COMPANY LP and WILMINGTON TRUST, NATIONAL ASSOCIATION and THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A. Dated: As of [•], 2012
Trust Agreement • April 6th, 2012 • Pacific Coast Energy Co LP • Crude petroleum & natural gas • Delaware

This Amended and Restated Trust Agreement of Pacific Coast Oil Trust, a Delaware statutory trust (the “Trust”), is entered into effective as of the [•] day of [•], 2012, by and among PACIFIC COAST ENERGY COMPANY LP, a Delaware limited partnership with its principal office in Los Angeles, California (“PCEC”), as trustor, WILMINGTON TRUST, NATIONAL ASSOCIATION, a national banking association organized under the laws of the United States with its principal office in Wilmington, Delaware (“Wilmington Trust”), as Delaware Trustee (as hereinafter defined), and THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., a national association organized under the laws of the United States (the “Bank”), as Trustee (as hereinafter defined).

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—] Trust Units PACIFIC COAST OIL TRUST Units of Beneficial Interest UNDERWRITING AGREEMENT
Purchase Agreement • April 20th, 2012 • Pacific Coast Energy Co LP • Crude petroleum & natural gas • New York
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OPERATING AND SERVICES AGREEMENT
Operating and Services Agreement • April 6th, 2012 • Pacific Coast Energy Co LP • Crude petroleum & natural gas • Delaware

This OPERATING AND SERVICES AGREEMENT (this “Agreement”) is dated as of [•], 2012 by and between Pacific Coast Energy Company LP, a limited partnership formed under the laws of the State of Delaware (the “Partnership”), and Pacific Coast Oil Trust, a statutory trust formed under the laws of the State of Delaware (the “Trust”).

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FORM OF REGISTRATION RIGHTS AGREEMENT
Form of Registration Rights Agreement • February 17th, 2012 • Pacific Coast Energy Co LP • Crude petroleum & natural gas • Delaware

This REGISTRATION RIGHTS AGREEMENT (this “Agreement”) dated as of [•], 2012 is made and entered into by and between Pacific Coast Energy Company LP, a Delaware limited partnership (the “Company”), and Pacific Coast Oil Trust, a statutory trust formed under the laws of the State of Delaware (the “Trust”). Unless expressly stated otherwise in this Agreement, as used in this Agreement, references to the “Trustee” mean The Bank of New York Mellon Trust Company, N.A., in its capacity as trustee (in such capacity, or any successor trustee, the “Trustee”) of the Trust and not in its individual capacity.

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Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. CONOCOPHILLIPS COMPANY COMMERCIAL OPERATIONS &...
Oil Outright Purchase Agreement • February 17th, 2012 • Pacific Coast Energy Co LP • Crude petroleum & natural gas

Please refer to the above referenced contract and amendments thereto, if any. This confirms the understanding between Randy Breitenbach of BREITBURN ENERGY LP and Jim Gravatt of CONOCOPHILLIPS, that by mutual consent between the parties said contract shall be amended as follows:

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AMENDED AND RESTATED LIMITED PARTNERSHIP AGREEMENT OF BREITBURN ENERGY COMPANY L.P., a Delaware Limited Partnership Dated as of October 1, 2007
Limited Partnership Agreement • April 6th, 2012 • Pacific Coast Energy Co LP • Crude petroleum & natural gas • California

THIS AMENDED AND RESTATED LIMITED PARTNERSHIP AGREEMENT (the “Agreement”) of BREITBURN ENERGY COMPANY L.P. (the “Partnership”) is made and entered into as of October 1, 2007, by and among Pro GP Corp., a Delaware corporation (“Pro GP”), Pro LP Corp., a Delaware corporation, (“Pro LP”) and BreitBurn Energy Corporation, a California corporation (“BEC,” and collectively with Pro GP and Pro LP, the “Initial Partners”). The Partnership is organized under the Delaware Revised Uniform Limited Partnership Act of the State of Delaware (as amended from time to time, “DRULPA”).

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TRUST AGREEMENT OF PACIFIC COAST OIL TRUST
Trust Agreement • January 6th, 2012 • Pacific Coast Energy Co LP • Delaware

This Trust Agreement of Pacific Coast Oil Trust is entered into effective as of the 3rd day of January, 2012 (this “Trust Agreement”), by and among PACIFIC COAST ENERGY COMPANY LP, a Delaware limited partnership with its principal office in Los Angeles, California (together with its successors and assigns, “PCEC”), as trustor, WILMINGTON TRUST, NATIONAL ASSOCIATION, a national banking association organized under the laws of the United States of America with its principal office in Wilmington, Delaware (the “Delaware Trustee”), and THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., a national banking association organized under the laws of the United States of America with its principal place of business in New York, New York (the “Issuer Trustee”), as trustees (collectively referred to herein as the “Trustees”). PCEC and the Trustees hereby agree as follows:

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Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. AMENDMENT
Purchase Agreement • February 17th, 2012 • Pacific Coast Energy Co LP • Crude petroleum & natural gas

ConocoPhillips Company (“ConocoPhillips”) and Pacific Coast Energy Company LP (“PCEC”), enter into this Amendment as of January 1, 2012, with reference to the following facts:

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Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. CRUDE OIL PURCHASE AGREEMENT
Crude Oil Purchase Agreement • February 17th, 2012 • Pacific Coast Energy Co LP • Crude petroleum & natural gas • California

This Crude Oil Purchase Agreement (this “Agreement”) dated as of January 1, 2004, is entered into between ERG Operating Company, Inc. (“ERG”) and ConocoPhillips Company (“ConocoPhillips”). ERG and ConocoPhillips are sometimes collectively referred to herein as the “Parties” or individually as a “Party.”

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Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. CONOCOPHILLIPS COMPANY COMMERCIAL OPERATIONS &...
Oil Outright Purchase Agreement • February 17th, 2012 • Pacific Coast Energy Co LP • Crude petroleum & natural gas

Please refer to the above referenced contract and amendments thereto, if any. This confirms the understanding between Randy Breitenbach of BREITBURN and Cherie Hancock of CONOCOPHILLIPS, that by mutual consent between the parties said contract shall be amended as follows:

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AMENDED AND RESTATED TRUST AGREEMENT OF PACIFIC COAST OIL TRUST
Trust Agreement • February 17th, 2012 • Pacific Coast Energy Co LP • Crude petroleum & natural gas • Delaware

This Amended and Restated Trust Agreement of Pacific Coast Oil Trust, a Delaware statutory trust (the “Trust”), is entered into effective as of the [•] day of [•], 2012, by and among PACIFIC COAST ENERGY COMPANY LP, a Delaware limited partnership with its principal office in Los Angeles, California (“PCEC”), as trustor, WILMINGTON TRUST, NATIONAL ASSOCIATION, a trust company organized under the laws of the State of Delaware with its principal office in Wilmington, Delaware (“Wilmington Trust”), as Delaware Trustee (as hereinafter defined), and THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., a national association organized under the laws of the United States (the “Bank”), as Trustee (as hereinafter defined).

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