OMNIBUS AGREEMENT AMONG BREITBURN ENERGY HOLDINGS LLC, BEC (GP) LLC, BREITBURN ENERGY COMPANY L.P., BREITBURN GP, LLC, BREITBURN MANAGEMENT COMPANY, LLC AND BREITBURN ENERGY PARTNERS L.P.
EXHIBIT
10.2
AMONG
BREITBURN
ENERGY HOLDINGS LLC,
BEC
(GP) LLC,
BREITBURN
ENERGY COMPANY L.P.,
BREITBURN
GP, LLC,
BREITBURN
MANAGEMENT COMPANY, LLC
AND
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TABLE
OF CONTENTS
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ARTICLE
I
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DEFINITIONS
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Section
1.1
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Definitions.
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1
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Section
1.2
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Construction.
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4
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ARTICLE
II
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|||
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BUSINESS
OPPORTUNITIES
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Section
2.1
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BBEP
Business Opportunities.
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4
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Section
2.2
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BEC
Business Opportunities.
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5
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Section
2.3
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Joint
Business Opportunities.
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5
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Section
2.4
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Authorization
of BMC.
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5
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Section
2.5
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Scope
of Prohibition.
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6
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Section
2.6
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Enforcement.
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6
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ARTICLE
III
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|||
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RIGHT
OF FIRST OFFER
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Section
3.1
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Rights
of First Offer.
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6
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Section
3.2
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Procedures
for Rights of First Offer.
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7
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ARTICLE
IV
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|||
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MISCELLANEOUS
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|||
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Section
4.1
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Notices.
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7
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Section
4.2
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Further
Action.
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8
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Section
4.3
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Binding
Effect.
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8
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Section
4.4
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Integration.
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8
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Section
4.5
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Creditors.
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9
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Section
4.6
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Waiver.
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9
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Section
4.7
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Counterparts.
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9
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Section
4.8
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Applicable
Law; Submission to Jurisdiction.
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9
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Section
4.9
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Invalidity
of Provisions.
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9
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Section 4.10
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Amendment
or Modification.
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9
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Section 4.11
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Assignment.
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9
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Section 4.12
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Termination.
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10
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Section 4.13
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Laws
and Regulations.
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10
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i
THIS
OMNIBUS AGREEMENT is entered into on, and effective as of, August 26, 2008
(the
“Effective Date”), by and among BreitBurn Energy Holdings LLC, a Delaware
limited liability company (“BEH LLC”), BEC (GP) LLC, a Delaware limited
liability company (“BEC GP”), BreitBurn Energy Company L.P., a Delaware limited
partnership (“BEC”), BreitBurn GP, LLC, a Delaware limited liability company
(“BreitBurn GP”), BreitBurn Management Company, LLC, a Delaware limited
liability company (“BMC”), and BreitBurn Energy Partners L.P., a Delaware
limited partnership (“BBEP,” and collectively with BEH LLC, BEC GP, BEC,
BreitBurn GP and BMC, the “Parties” and each, a “Party”).
In
consideration of the covenants, conditions and agreements contained herein,
the
Parties hereto hereby agree as follows:
ARTICLE
I
DEFINITIONS
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Section
1.1
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Definitions.
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The
following definitions shall be for all purposes, unless otherwise clearly
indicated to the contrary, applied to the terms used in this
Agreement.
“Affiliate”
means,
with respect to any Person, any other Person that directly or indirectly through
one or more intermediaries controls, is controlled by or is under common control
with, the Person in question. As used herein, the term “control” means the
possession, direct or indirect, of the power to direct or cause the direction
of
the management and policies of a Person, whether through ownership of voting
securities, by contract or otherwise.
“Agreement”
means
this Omnibus Agreement, as it may be amended, supplemented or restated from
time
to time.
“BBEP
Business Opportunity”
means
a
business opportunity with respect to (a) any third party upstream oil and gas
properties and any related midstream assets, if the fair market value of the
estimated proved developed reserves related to such properties constitutes
70%
or more of the fair market value of such properties and related midstream assets
(as determined in good faith by the Board of Directors of BreitBurn GP), or
(b)
any third party oil and gas properties and any related midstream assets located
within one mile of any oil and gas properties and any related midstream assets
that are owned by the BBEP Group, and in which no interest is owned by the
BEC
Group.
“BBEP
Business Opportunity Information”
is
defined in Section
2.1.
“BBEP
Group”
means
BreitBurn GP, BBEP and all of their respective Subsidiaries.
“BBEP
Subject Assets”
means
BBEP, any member of the BBEP Group and all upstream oil and gas properties
and
related midstream assets owned by the BBEP Group.
“BEC
Business Opportunity”
means
a
business opportunity with respect to (a) any third party upstream oil and gas
properties and any related midstream assets, if the fair market value of the
estimated proved developed reserves related to such properties constitutes
less
than 70% of the fair market value of such properties and related midstream
assets (as determined in good faith by the Board of Directors of BEH LLC),
or
(b) any oil and gas properties and any related midstream assets located within
one mile of any oil and gas properties and any related midstream assets that
are
owned by the BEC Group, and in which no interest is owned by the BBEP
Group.
“BEC
Business Opportunity Information”
is
defined in Section 2.2.
“BEC
Group”
means
BEH LLC, BEC GP, BEC and all of their respective Subsidiaries.
“BEC
GP”
means
BEC (GP) LLC, a Delaware limited liability company, and its successors and
permitted assigns that are admitted to as general partner of BEC, in its
capacity as general partner of BEC (except as the context otherwise
requires).
“BEC Subject
Assets”
means
BEC, any member of the BEC Group and all upstream oil and gas properties and
related midstream assets owned by the BEC Group.
“BMC”
means
BreitBurn Management Company, LLC, a Delaware limited liability
company.
“BreitBurn
GP”
means
BreitBurn GP, LLC, a Delaware limited liability company, and its successors
and
permitted assigns that are admitted to as general partner of BBEP, in its
capacity as general partner of BBEP (except as the context otherwise
requires).
“Business
Opportunity” means
a
BBEP Business Opportunity, a BEC Business Opportunity or a Joint Business
Opportunity.
“Change
of Control”
means,
with respect to any Person (the “Applicable Person”), any of the following
events: (a) any sale, lease, exchange or other transfer (in one transaction
or a
series of related transactions) of all or substantially all of the Applicable
Person’s assets to any other Person, unless immediately following such sale,
lease, exchange or other transfer such assets are owned, directly or indirectly,
by the Applicable Person; (b) the amalgamation, combination, consolidation
or
merger of the Applicable Person with or into another Person pursuant to a
transaction or series of related transactions, other than any such
transaction(s) where (i) the holders of the Voting Securities of the Applicable
Person immediately prior to such transaction own, directly or indirectly, not
less than a majority of the outstanding Voting Securities of the surviving
Person or its parent immediately after such transaction and (ii) the board
of
directors of the surviving person is comprised of a majority of persons who
were
directors of the Applicable Person immediately prior to such transaction; or
(c)
a “person” or “group” (within the meaning of Sections 13(d) or 14(d)(2) of the
Exchange Act), being or becoming the “beneficial owner” (as defined in Rules
13d-3 and 13d-5 under the Exchange Act) of more than 50% of all of the then
outstanding Voting Securities of the Applicable Person, except in a merger
or
consolidation which would not constitute a Change of Control under clause (b)
above.
“Conflicts
Committee”
means
the Conflicts Committee of BreitBurn GP.
2
“Effective
Date”
is
defined in the introductory paragraph.
“Exchange
Act”
means
the Securities Exchange Act of 1934, as amended.
“Joint
Business Opportunity” means
a
business opportunity with respect to any oil and gas properties and any related
midstream assets located within one mile of any Joint Properties.
“Joint
Properties” means
any
oil and gas properties that are jointly owned by the BEC Group and the BBEP
Group. Annex A sets forth all Joint Properties owned as of the Effective Date
and the ownership interest of each of the BEC Group and the BBEP Group in such
Joint Properties.
“Parties”
is
defined in the introductory paragraph.
“Partnership
Agreement”
means
the First Amended and Restated Agreement of Limited Partnership of BBEP, dated
as of October 10, 2006, as the same may be amended or restated from time to
time.
“Person”
means
an individual or a corporation, limited liability company, partnership, joint
venture, trust, unincorporated organization, association, government agency
or
political subdivision thereof or other entity.
“Subsidiary”
means,
with respect to any Person, (a) a corporation of which more than 50% of the
voting power of shares entitled (without regard to the occurrence of any
contingency) to vote in the election of directors or other governing body of
such corporation is owned, directly or indirectly, at the date of determination,
by such Person, by one or more Subsidiaries of such Person or a combination
thereof, (b) a partnership (whether general or limited) in which such Person
or
a Subsidiary of such Person is, at the date of determination, a general or
limited partner of such partnership, but only if more than 50% of the
partnership interests of such partnership (considering all of the partnership
interests of the partnership as a single class) is owned, directly or
indirectly, at the date of determination, by such Person, by one or more
Subsidiaries of such Person, or a combination thereof, or (c) any other Person
(other than a corporation or a partnership) in which such Person, one or more
Subsidiaries of such Person, or a combination thereof, directly or indirectly,
at the date of determination, has (i) at least a majority ownership interest
or
(ii) the power to elect or direct the election of a majority of the directors
or
other governing body of such Person.
“Transfer”
including the correlative terms “Transferring”
or
“Transferred”
means
any direct or indirect transfer, assignment, sale, gift, pledge, hypothecation
or other encumbrance, or any other disposition (whether voluntary, involuntary
or by operation of law) of any assets, property or rights.
“Voting
Securities”
means
securities of any class of a Person entitling the holders thereof to vote in
the
election of members of the board of directors or other similar governing body
of
such Person or otherwise participate in the governance of the
Person.
Other
terms defined herein have the meanings so given them.
3
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Section
1.2
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Construction.
|
Unless
the context requires otherwise: (a) any pronoun used in this Agreement shall
include the corresponding masculine, feminine or neuter forms, and the singular
form of nouns, pronouns and verbs shall include the plural and vice versa;
(b)
references to Articles and Sections refer to Articles and Sections of this
Agreement; (c) the terms “include”, “includes”, “including” and words of like
import shall be deemed to be followed by the words “without limitation”; and (d)
the terms “hereof,” “herein” and “hereunder” refer to this Agreement as a whole
and not to any particular provision of this Agreement. The table of contents
and
headings contained in this Agreement are for reference purposes only, and shall
not affect in any way the meaning or interpretation of this
Agreement.
ARTICLE
II
BUSINESS
OPPORTUNITIES
|
Section
2.1
|
BBEP
Business
Opportunities.
|
The
BBEP
Group may pursue, purchase or invest in any business opportunity with respect
to
any BBEP Business Opportunity. If the BEC Group is presented with an opportunity
to pursue, purchase or invest in any BBEP Business Opportunity, BEC shall give
prompt written notice to BreitBurn GP, on behalf of the BBEP Group, of the
BBEP
Business Opportunity. Such notice shall set forth all information available
to
the BEC Group including, but not limited to, the identity of the BBEP Business
Opportunity and its seller, the proposed price, all written information about
the BBEP Business Opportunity provided to the BEC Group by and on behalf of
the
seller as well as any information or analyses compiled by the BEC Group from
other sources (such information referred to collectively herein as “BBEP
Business Opportunity Information”). BEC shall continue to provide to BreitBurn
GP, on behalf of the BBEP Group, promptly any and all BBEP Business Opportunity
Information subsequently received. The Parties shall maintain the
confidentiality of all such BBEP Business Opportunity Information, subject
to
compliance with applicable law. As soon as practicable, but in any event within
fifteen (15) days after receipt of such initial notification and information,
BreitBurn GP, on behalf of the BBEP Group, shall notify BEC whether or not
BreitBurn GP, on behalf of the BBEP Group, has elected, with the concurrence
of
BBEP’s Conflicts Committee, to cause a member of the BBEP Group to pursue the
opportunity to acquire or invest in the BBEP Business Opportunity. If, at any
time, BreitBurn GP, on behalf of the BBEP Group, abandons such opportunity
with
the approval of BBEP’s Conflicts Committee (as evidenced in writing by BreitBurn
GP following the request of BEH LLC, on behalf of BEC), the BEC Group may pursue
such opportunity.
4
|
Section
2.2
|
BEC
Business Opportunities.
|
The
BEC
Group may pursue, purchase or invest in any business opportunity with respect
to
any BEC Business Opportunity. If the BBEP Group is presented with an opportunity
to pursue, purchase or invest in any business opportunity with respect to any
BEC Business Opportunity, BreitBurn GP, on behalf of the BBEP Group, shall
give
prompt written notice to BEH LLC, on behalf of the BEC Group, of the BEC
Business Opportunity. Such notice shall set forth all information available
to
the BBEP Group including, but not limited to, the identity of the BEC Business
Opportunity and its seller, the proposed price, all written information about
the BEC Business Opportunity provided to the BBEP Group by and on behalf of
the
seller as well as any information or analyses compiled by the BBEP Group from
other sources (such information referred to collectively herein as “BEC Business
Opportunity Information”). BreitBurn GP, on behalf of the BBEP Group, shall
continue to provide to BEH LLC, on behalf of the BEC Group, promptly any and
all
BEC Business Opportunity Information subsequently received. The Parties shall
maintain the confidentiality of all such BEC Business Opportunity Information,
subject to compliance with applicable law. As soon as practicable, but in any
event within fifteen (15) days after receipt of such initial notification and
information, BEH LLC, on behalf of the BEC Group, shall notify BreitBurn GP,
on
behalf of the BBEP Group, whether or not BEH LLC, on behalf of the BEC Group,
has elected to cause a member of the BEC Group to pursue the opportunity to
acquire or invest in the BEC Business Opportunity. If, at any time, the BEC
Group abandons such opportunity (as evidenced in writing by BEH LLC following
the request of BreitBurn GP, on behalf of BBEP), the BBEP Group may pursue
such
opportunity.
|
Section
2.3
|
Joint
Business Opportunities.
|
If
the
BBEP Group or the BEC Group (as applicable, the “Receiving Party”) is presented
with an opportunity to pursue, purchase or invest in any Joint Business
Opportunity, the Receiving Party shall give prompt written notice to the BEC
Group or the BBEP Group (as applicable, the “Other Party”) of the Joint Business
Opportunity. Such notice shall set forth all information available to the
Receiving Party including, but not limited to, the identity of the Joint
Business Opportunity and its seller, the proposed price, all written information
about the Joint Business Opportunity provided to the Receiving Party by and
on
behalf of the seller as well as any information or analyses compiled by the
Receiving Party from other sources (such information referred to collectively
herein as “Joint Business Opportunity Information”). The Receiving Party shall
continue to provide to the Other Party promptly any and all Joint Business
Opportunity Information subsequently received. Each of the BBEP Group and the
BEC Group shall maintain the confidentiality of all such Joint Business
Opportunity Information, subject to compliance with applicable law. Each of
the
BBEP Group and the BEC Group agree to discuss the pursuit of a joint bid for
the
Joint Business Opportunity on the basis of their existing ownership interests,
including their respective operating control, in the Joint Properties (in the
case of the Joint Properties owned as of the Effective Date, as set forth in
Annex A). If the Parties cannot agree on the terms upon which to proceed with
a
joint bid within fifteen (15) business days, then each of the BBEP Group and
the
BEC Group shall be free to pursue an independent bid for the Joint Business
Opportunity.
|
Section
2.4
|
Authorization
of BMC.
|
BMC
acknowledges that if it is presented with a Business Opportunity that it will
notify BEH LLC, on behalf of the BEC Group, and BreitBurn GP, on behalf of
the
BBEP Group, of such Business Opportunity. BMC shall be authorized to enter
into
a confidentiality agreement or similar non-disclosure agreement on behalf the
parties to facilitate the pursuit of any Business Opportunity.
5
|
Section
2.5
|
Scope
of Prohibition.
|
Except
as
provided in this Article II, the Parties shall be free to engage in any business
activity whatsoever, including those that may be in direct competition with
the
BBEP Group or the BEC Group, as the case may be.
|
Section
2.6
|
Enforcement.
|
(a) The
Parties agree and acknowledge that there is no adequate remedy at law for the
breach by the Parties of the covenants and agreements set forth in this Article
II, and that any breach by the Parties of the covenants and agreements set
forth
in Article II would result in irreparable injury. The Parties further agree
and
acknowledge that any Party to this Agreement may, in addition to the other
remedies which may be available hereunder or under applicable law, file a suit
in equity to enjoin the violating Party from such breach, and the Parties
consent to the issuance of injunctive relief hereunder.
(b) If
any
court determines that any provision of this Article II is invalid or
unenforceable, the remainder of such provisions shall not thereby be affected
and shall be given full effect without regard to the invalid provision;
provided, however, that if any court determines that any provision in either
Section 2.1 or Section 2.2 is invalid or unenforceable then the corresponding
provision in Section 2.2 or Section 2.1, as the case may be, shall also be
invalid or unenforceable. If any court construes any provision of this Article
II, or any part thereof, to be unreasonable because of the duration of such
provision or the geographic scope thereof, such court shall have the power
to
reduce the duration or restrict the geographic scope of such provision and
to
enforce such provision as so reduced or restricted.
ARTICLE
III
RIGHT
OF FIRST OFFER
|
Section
3.1
|
Rights
of First Offer.
|
The BEC
Group hereby grants the BBEP Group a right of first offer on
any proposed Transfer of any BEC Subject Assets.
Omnibus
Agreement
6
|
Section
3.2
|
Procedures
for Rights of First Offer.
|
If
any
BEC Group member or any controlling person thereof proposes to Transfer
any BEC Subject Assets (the "Sale Assets"), prior to engaging in
any negotiation for such Transfer with any non-affiliated third party or
otherwise offering to Transfer the Sale Assets to any non-affiliated third
party, BEC shall give BBEP written notice setting forth a description of
the Sale Assets and all material terms and conditions of the
proposed Transfer other than an offer price (the "Transfer Notice").
BBEP then shall have a period of fifteen (15) business days following the
delivery by BEC of the Transfer Notice (the "First Offer Negotiation Period')
to
elect to make an offer to BEC for the purchase by BBEP of the Sale Assets.
In the event that BBEP elects to make such an offer, then BBEP shall, within
said period, provide the offer price and terms on which BBEP is willing to
acquire such Sale Assets ("Offer Notice"). If those terms are acceptable
to BEC then the parties agree to negotiate in good faith to reach an agreement
for the Transfer of such Sale Assets to the Potential Transferee or any of
its Affiliates on the terms and conditions set forth in the Transfer Notice
and
Offer Notice. If no such agreement with respect to the Sale Assets is
reached during the First Offer Negotiation Period, then BEC may proceed to
negotiate and sell the Sale Assets to a third-party; provided, however, that
nothing shall preclude BBEP from participating in any such sale process
including the making of a bid or other offer on any terms it desires. If
BBEP and BEC do not reach agreement during the First Offer Negotiation Period,
and BEC has not Transferred, or agreed in writing to Transfer such
Sale Assets to a third party within one
year
after
the end of the First Offer Negotiation Period, then BEC shall not thereafter
Transfer any of the Sale Assets without first offering such assets to BBEP
in
the manner provided above.
ARTICLE
IV
MISCELLANEOUS
|
Section
4.1
|
Notices.
|
All
notices or other communications required or permitted under, or otherwise in
connection with, this Agreement must be in writing and must be given by
depositing same in the U.S. mail, addressed to the Person to be notified,
postpaid and registered or certified with return receipt requested or by
transmitting by national overnight courier or by transmitting by national
overnight courier or by delivering such notice in person or by facsimile to
such
Party. Notice given by mail, national overnight courier or personal delivery
shall be effective upon actual receipt. Notice given by facsimile shall be
effective upon confirmation of receipt when transmitted by facsimile if
transmitted during the recipient’s normal business hours or at the beginning of
the recipient’s next business day after receipt if not transmitted during the
recipient’s normal business hours. All notices to be sent to a Party pursuant to
this Agreement shall be sent to or made at the address, in each case as
follows:
If
to BEH
LLC:
▇▇▇
▇▇▇▇▇
▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇
▇▇▇
▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Attention:
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇▇
Fax:
(▇▇▇) ▇▇▇-▇▇▇▇
Omnibus
Agreement
7
If
to BEC
GP:
▇▇▇
▇▇▇▇▇
▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇
▇▇▇
▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Attention:
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇▇
Fax:
(▇▇▇) ▇▇▇-▇▇▇▇
If
to
BEC:
BreitBurn
Energy Company L.P.
▇▇▇
▇▇▇▇▇
▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇
▇▇▇
▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Attention:
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇▇
Fax:
(▇▇▇) ▇▇▇-▇▇▇▇
If
to
BreitBurn GP:
BreitBurn
GP, LLC
▇▇▇
▇▇▇▇▇
▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇
▇▇▇
▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Attention:
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
Fax:
(▇▇▇) ▇▇▇-▇▇▇▇
If
to
BBEP:
▇▇▇
▇▇▇▇▇
▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇
▇▇▇
▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Attention:
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
Fax:
(▇▇▇) ▇▇▇-▇▇▇▇
|
Section
4.2
|
Further
Action.
|
The
Parties shall execute and deliver all documents, provide all information and
take or refrain from taking action as may be necessary or appropriate to achieve
the purposes of this Agreement.
|
Section
4.3
|
Binding
Effect.
|
This
Agreement shall be binding upon and inure to the benefit of the Parties hereto
and their heirs, executors, administrators, successors, legal representatives
and permitted assigns.
|
Section
4.4
|
Integration.
|
This
Agreement constitutes the entire Agreement among the Parties hereto pertaining
to the subject matter hereof and supersedes all prior agreements and
understandings pertaining thereto.
Omnibus
Agreement
8
|
Section
4.5
|
Creditors.
|
None
of
the provisions of this Agreement shall be for the benefit of, or shall be
enforceable by, any creditor of the Partnership.
|
Section
4.6
|
Waiver.
|
No
failure by any Party to insist upon the strict performance of any covenant,
duty, agreement or condition of this Agreement or to exercise any right or
remedy consequent upon a breach thereof shall constitute waiver of any such
breach of any other covenant, duty, agreement or condition.
|
Section
4.7
|
Counterparts.
|
This
Agreement may be executed in counterparts, all of which together shall
constitute an agreement binding on all the Parties hereto, notwithstanding
that
all such Parties are not signatories to the original or the same counterpart.
Each Party shall become bound by this Agreement immediately upon affixing its
signature hereto.
|
Section
4.8
|
Applicable
Law; Submission to
Jurisdiction.
|
This
Agreement shall be construed in accordance with and governed by the laws of
the
State of Delaware, without regard to the principles of conflicts of law. The
Parties hereby submit to the jurisdiction of the state and federal courts of
the
State of Delaware.
|
Section
4.9
|
Invalidity
of Provisions.
|
If
any
provision of this Agreement is or becomes invalid, illegal or unenforceable
in
any respect, the validity, legality and enforceability of the remaining
provisions contained herein shall not be affected thereby.
|
Section
4.10
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Amendment
or Modification.
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This
Agreement may be amended or modified from time to time only by the written
agreement of all the Parties hereto; provided, however, that BBEP may not,
without the prior approval of the Conflicts Committee, agree to any amendment
or
modification of this Agreement that BreitBurn GP determines will adversely
affect the holders of Common Units. Each such instrument shall be reduced to
writing and shall be designated on its face an “Amendment” or an “Addendum” to
this Agreement.
|
Section
4.11
|
Assignment.
|
No
Party
shall have the right to assign its rights or obligations under this Agreement
without the consent of the other Parties hereto.
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|
Section
4.12
|
Termination.
|
The
provisions of this Agreement (but not less than all of such Article) may be
terminated (a) by BEH LLC, on behalf of BEC and the BEC Group, upon notice
to
the other Parties upon a Change of Control of BEC, (b) by BreitBurn GP, on
behalf of BBEP and the BBEP Group, upon notice to the other Parties upon a
Change of Control of BBEP, and (c)
by
either BEH LLC, on behalf of BEC and the BEC Group, or BreitBurn GP, on behalf
of BBEP and the BBEP Group, at such time as BEC and BBEP cease to be under
common management or upon the termination of the Administrative Services
Agreement by and between BMC and BEC of approximately even date herewith;
provided, however, that if the Administrative Services Agreement is terminated
pursuant to Section 7.2 (a) thereof due to the fact that both ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
and ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ are no longer employed as Co-CEOs of BBEP or BreitBurn
Management or Section 7.2 (b) thereof, the provisions of this Agreement may
not
be terminated by BEH LLC until 180 days after such termination of the
Administrative Services Agreement..
|
Section
4.13
|
Laws
and Regulations.
|
Notwithstanding
any provision of this Agreement to the contrary, no Party hereto shall be
required to take any act, or fail to take any act, under this Agreement if
the
effect thereof would be to cause such Party to be in violation of any applicable
law, statute, rule or regulation.
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IN
WITNESS WHEREOF, the Parties have executed this Agreement on, and effective
as
of, the Effective Date.
|
BREITBURN
ENERGY HOLDINGS LLC
|
|
|
By:
|
/s/
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
|
|
Name:
|
▇▇▇▇▇▇▇
▇. ▇▇▇▇▇▇▇▇
|
|
Title:
|
Co-Chief
Executive Officer
|
|
BEC
(GP) LLC
|
|
|
By:
|
/s/
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
|
|
Name:
|
▇▇▇▇▇▇▇
▇. ▇▇▇▇▇▇▇▇
|
|
Title:
|
Co-Chief
Executive Officer
|
|
BREITBURN
ENERGY COMPANY L.P.
|
|
|
By:
|
BEC
(GP) LLC,
|
|
its
General Partner
|
|
|
By:
|
/s/
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
|
|
Name:
|
▇▇▇▇▇▇▇
▇. ▇▇▇▇▇▇▇▇
|
|
Title:
|
Co-Chief
Executive Officer
|
|
BREITBURN
GP, LLC
|
|
|
By:
|
/s/
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
|
|
Name:
|
▇▇▇▇▇▇▇
▇. ▇▇▇▇▇▇▇▇
|
|
Title:
|
Co-Chief
Executive Officer
|
|
By:
|
BreitBurn
GP, LLC,
|
|
its
General Partner
|
|
|
By:
|
/s/
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
|
|
Name:
|
▇▇▇▇▇▇▇
▇. ▇▇▇▇▇▇▇▇
|
|
Title:
|
Co-Chief
Executive Officer
|
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Signature
Page
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COMPANY,
LLC
|
|
|
/s/
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
|
|
|
Name:
|
▇▇▇▇▇▇▇
▇. ▇▇▇▇▇▇▇▇
|
|
Title:
|
Co-Chief
Executive Officer
|
Omnibus
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