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 10.4B

[*] 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: OCTOBER 5, 2004

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

CONOCOPHILLIPS CONTRACT NO. 48957

BREITBURN CONTRACT NO. DO NOT FAX

AMENDMENT NO. 3

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

ITEMS AMENDED:

Add the Orcutt Heavy lease to contract effective 02/01/2008 X. Xxxx

SPECIAL PROVISIONS

CONOCOPHILLIPS RECEIVES FROM BREITBURN

TERM:

Effective February 1, 2008 to January 1, 2016.

QUANTITY AND QUALITY:

(1) A volume of Orcutt crude oil representing BREITBURN’s owned and/or controlled interest in production from the leases listed on attached Exhibit A (approximately 1,300 barrels per day).

(2) A volume of Orcutt crude oil representing BREITBURN’s owned and/or controlled interest in production from the leases listed on attached Exhibit B (approximately 150 barrels per day).

DELIVERY:

Into ConocoPhillips Pipe Line Company facilities at the lease.

PRICE:

(1) Buyer pays [*] of the arithmetic average of the daily New York Mercantile Exchange (NYMEX) settling price for Light “Sweet” crude oil for the prompt (i.e., nearest future) delivery month being traded each NYMEX business day during the calendar month of delivery;

Plus an escalator based on the average adjusted gravity from [*] degrees API using the gravity scale for IMA - West Coast; and

Less [*] quality differential.

(2) [*];

Less [*] market differential.

SPECIAL PROVISIONS (Other):

IMBALANCE:

BREITBURN 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 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.

INVOICES TO:		NOTICES TO:
COMMENTS:
ConocoPhillips Company Attn: Crude Oil Trading Accounting P.O.B. Building - 12th Floor 000 Xxxxx Xxxxxxxxx Xxx. 1270 Plaza Office Building		ConocoPhillips Company Attn: Contract Administration Cherokee Building - Third Floor P. O. Box 2197
Bartlesville, Oklahoma 74004		Xxxxxxx, Xxxxx 00000
Fax: 000-000-0000		Fax: 000-000-0000
		Breitburn Energy Company, LLC
		Attn: Xxxxx Xxxxxxxxxxx
		000 Xxxxx Xxxxxx Xxxxxx, Xxxxx 0000
		Xxx Xxxxxxx, Xxxxxxxxxx 00000
		Fax: 000-000-0000

This document evidences our understanding of the entire agreement and shall constitute the formal contract. Please acknowledge your acceptance of and agreement to the terms stated herein. Your response should reflect the appropriate party in your organization who has the authority to enter into this agreement.

REGARDS,

CONOCOPHILLIPS COMPANY

Xxxxxx Xxxxxxx

Trader-West Coast

Commercial Operations & Strategy

Houston, Texas

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
0000000000		00050				October 1, 0000		XXXX XXXXX XXXXX PARTY OPE
PINAL DOME								CA/Alameda		1.0000000
0002929000		00050				October 1, 2004		WEST COAST THIRD PARTY OPE
XXXXXXX								CA/Alameda		1.0000000
0002934000		00050				October 1, 0000		XXXX XXXXX XXXXX PARTY OPE
ORCUTT 3RD ZONE UNIT								CA/Alameda		1.0000000
EXHIBIT B
HLCO NO / LEASE NAME				FACILITY NO / NAME		EFFECTIVE FROM / TO		OPERATOR / STATE /  COUNTY		DEC OF  INT
***See Note 1.***
0009107700		00050		2415421		February 1, 2008		WEST COAST THIRD PARTY OPE
ORCUTT HEAVY								CA/Alameda		1.0000000

Notes:

1. Lease added effective February 1, 2008.

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.