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 &...

Exhibit 10.5

[*] 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 & STRATEGY

X.X. XXX 0000

XXXXXXX, XXXXX 00000

000-000-0000

CRUDE OIL OUTRIGHT PURCHASE AGREEMENT

AGREEMENT DATE: NOVEMBER 1, 2007

BREITBURN ENERGY COMPANY LP DEPT: CRUDE OIL SUPPLY AND TRADING 000 XXXXX XXXXXX XXXXXX XXXXX 0000 XXX XXXXXXX, XXXXXXXXXX 00000		CONOCOPHILLIPS NEGOTIATOR: Xxx Xxxxxxx BUSINESS PHONE NUMBER: 000-000-0000 CONOCOPHILLIPS SCHEDULER(S): Xxxxx Xxxxxxxxx                 000-000-0000
ATTN: Xxxxx Xxxxxxxxxxx PHONE: 000-000-0000 Fax: 000-000-0000

CONOCOPHILLIPS CONTRACT NO. 63515

BREITBURN ENERGY LP CONTRACT NO.

AMENDMENT NO. 5

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

ITEMS AMENDED:

    Amend price effective 5/1/210 due to price renegotiation. X. Xxxx

SPECIAL PROVISIONS

CONOCOPHILLIPS RECEIVES FROM BREITBURN ENERGY LP

TERM:

Effective May 1,2010 to and continuing from month to month thereafter until the first day of the month following sixty (60) days’ advance written notice of termination or cancellation by either party to the other party.

QUANTITY AND QUALITY:

(1) A volume of Xxxxxxxx crude oil representing BREITBURN ENERGY LP’s owned and/or controlled interest in production from the leases listed on attached Exhibit A (approximately 500 barrels per day).

(2) A volume of Xxxxxxx Hills crude oil representing BREITBURN ENERGY LP’s owned and/or controlled interest in production from the leases listed on attached Exhibit B (approximately 650 barrels per day).

DELIVERY:

Into Third Party Pipeline facilities at the lease.

PRICE:

[*];

;

Less [*] market differential.

SPECIAL PROVISIONS (Other):

IMBALANCE:

BREITBURN ENERGY LP warrants that the barrels sold herein are an outright purchase by CONOCOPHILLIPS. CONOCOPHILLIPS is under no obligation, express or implied, to exchange, sell, or in any way pay back barrels to BREITBURN ENERGY LP as a condition of this purchase.

GENERAL TERMS AND CONDITIONS:

CONOCOPHILLIPS (formerly CONOCO) General Provisions for Domestic Crude Oil Agreements dated January 1, 1993 shall govern this agreement and are hereby incorporated by reference.

API MEASUREMENT STANDARDS:

All measurement equipment, procedures, calculations, and practices shall conform to the most current API Manual of Petroleum Measurement Standards (MPMS) and the latest revision of the ASTM Standards.

This contract is effective 11-01-07 thru May 1-2008

and to include a 60 day evergreen contract

INVOICES TO:		NOTICES TO:
COMMENTS:
ConocoPhillips Company Attn: Crude Oil Trading Accounting P.O.B. Building - 12th Floor 000 Xxxxx Xxxxxxxxx Xxx. 0000 Xxxxx Xxxxxx Xxxxxxxx Xxxxxxxxxxxx, Xxxxxxxx 00000 Fax: 000-000-0000		ConocoPhillips Company Attn: Contract Administration Cherokee Building - Third Floor X.X.Xxx 2197 Xxxxxxx, Xxxxx 00000 Fax: 000-000-0000
		Breitburn Energy Company LP Attn: Xxxxx Xxxxxxxxxxx 000 Xxxxx Xxxxxx Xxxxxx Xxxxx 0000 Xxx Xxxxxxx, Xxxxxxxxxx 00000 Fax: 000-000-0000

Please advise us of any errors in the foregoing as soon as practical. If we do not receive any contrary indication from you before we commence our performance under this agreement, we will assume that this confirmation correctly reflects the parties’ agreement. Please be advised that while we are willing to correct errors in the foregoing, ConocoPhillips Company will not accept any terms in addition to or inconsistent with the foregoing that you may propose in any confirmation or notice with respect to this agreement.

REGARDS,

CONOCOPHILLIPS COMPANY

Xxx Xxxxxxx

Trader - West Coast (Manager, Lease Operations)

Commercial Operations & Strategy

Bakersfield, California

Fax: 000-000-0000

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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.

EXHIBIT A

HLCO NO / LEASE NAME		FACILITY NO / NAME		EFFECTIVE FROM/TO		OPERATOR / STATE / COUNTY		DEC OF INT
0002920100              00050   XXXXXX FEDERAL		2025566 XXXXXX FEDERAL		November 1, 2007		WEST COAST THIRD PARTY OPE   CA/Alameda		1.0000000
EXHIBIT B
HLCO NO / LEASE NAME		FACILITY NO / NAME		EFFECTIVE FROM/TO		OPERATOR / STATE /  COUNTY		DEC OF INT
0002942600              00050   WEST PICO DRILLSITE		2025791 WEST PICO DRILLSITE		November 1, 2007		WEST COAST THIRD PARTY OPE   CA/Alameda		1.0000000

Page 3 of 3

[*] 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.