AMENDMENT NO. 1 TO THE OPERATIONS AND PROCEEDS AGREEMENT
Exhibit
10.6
AMENDMENT
NO. 1 TO THE OPERATIONS AND PROCEEDS AGREEMENT
This
Amendment No. 1 (this “Amendment”) to the Operations and Proceeds Agreement (the
“Agreement”), relating to the Dominugez Field and dated October 10, 2006, is
entered into this 17th
day of
June, 2008, by and between BreitBurn Energy Company L.P. (“Owner-Operator”)
and
BreitBurn Operating L.P. (“Counterparty”).
Capitalized terms used but not defined shall have the meanings assigned to
them
in the Agreement.
WITNESSETH
WHEREAS,
in connection with the sale by each of Pro GP Corp. and Pro LP Corp of all
of
their limited partner interests and limited liability company interests in
BreitBurn Energy Partners L.P. and BreitBurn Management Company, LLC,
respectively, Owner-Operator and Counterparty are no longer Affiliates;
and
WHEREAS,
the Parties desire to amend and restate the termination provisions set forth
in
Section 6.1 of the Agreement.
NOW,
THEREFORE, for and in consideration of the benefits herein contained and other
good and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the Parties hereby agree as follows:
1. Section
6.1 Termination.
Section
6.1 of the Agreement is hereby amended and restated in its entirety as
follows:
“This
Agreement shall terminate upon the first to occur of:
(a) the
Assignment executed pursuant to Section 4.1 becoming effective in accordance
with its terms; and
(b) Owner-Operator
and Counterparty mutually agree in writing to such termination.”
IN
WITNESS WHEREOF, the Parties have executed this Agreement as of the day and
year
first above written.
| BREITBURN ENERGY COMPANY L.P., | |
| a Delaware limited partnership | |
|
By:
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/s/ Xxxxxxx X. Xxxxxxxxxxx |
|
Name:
Xxxxxxx X. Xxxxxxxxxxx
|
|
|
Title:
Co-Chief Executive Officer
|
|
|
BREITBURN
OPERATING L.P.,
|
|
|
a
Delaware limited partnership
|
|
|
By:
|
BreitBurn
Operating GP, LLC, a Delaware
limited
liability company, its general
partner
|
|
By:
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/s/ Xxxxxxx X. Xxxxxxxxxxx |
|
Name: Xxxxxxx
X. Xxxxxxxxxxx
|
|
|
Title:
Co-Chief Executive Officer
|
Signature
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