FORM OF CREDIT AGREEMENT AMONG BREITBURN OPERATING L.P. AND ALAMITOS COMPANY, BREITBURN ENERGY PARTNERS L.P., BREITBURN OPERATING GP LLC PHOENIX PRODUCTION COMPANY, AND PREVENTIVE MAINTENANCE SERVICES, LLC AS GUARANTORS WELLS FARGO BANK, NATIONAL...Credit Agreement • September 19th, 2006 • BreitBurn Energy Partners L.P. • Crude petroleum & natural gas • Texas
THIS CREDIT AGREEMENT is dated as of September , 2006, among BREITBURN OPERATING L.P., a Delaware limited partnership (the "Company"), ALAMITOS COMPANY, a California corporation, BREITBURN ENERGY PARTNERS, L.P., a Delaware limited partnership, BREITBURN OPERATING GP LLC, a Delaware limited liability company, PHOENIX PRODUCTION COMPANY, a Wyoming corporation, and PREVENTIVE MAINTENANCE SERVICES, LLC, a Colorado limited liability company (collectively "Guarantors"), each of the financial institutions from time to time party hereto (individually, a "Lender" and collectively, the "Lenders"), WELLS FARGO BANK, NATIONAL ASSOCIATION, as administrative agent for the Lenders (in such capacity, together with its successors in such capacity, the "Administrative Agent"), as lead arranger for the Lenders (in such capacity, "Lead Arranger"), and as Issuing Lender (in such capacity, "Issuing Lender"), CITIBANK TEXAS, NATIONAL ASSOCIATION, as syndication agent for the Lenders ("Syndication Agent") and
FORM OF AMENDED AND RESTATED EMPLOYMENT AGREEMENTEmployment Agreement • September 19th, 2006 • BreitBurn Energy Partners L.P. • Crude petroleum & natural gas • California
AGREEMENT by and between PRO GP CORP. ("BECLP GP"), BREITBURN MANAGEMENT COMPANY, LLC ("Manageco), BreitBurn GP, LLC (the "MLP GP"), and HALBERT WASHBURN (the "Executive"), dated as of September , 2006 (the "Agreement").
FORM OF CONTRIBUTION, CONVEYANCE AND ASSUMPTION AGREEMENTConveyance and Assumption Agreement • September 19th, 2006 • BreitBurn Energy Partners L.P. • Crude petroleum & natural gas • California
This Contribution, Conveyance and Assumption Agreement, dated as of , 2006, is entered into by and among Pro GP Corp., a Delaware corporation ("Pro GP"), Pro LP Corp., a Delaware corporation ("Pro LP"), BreitBurn Energy Corporation, a California corporation ("BEC"), BreitBurn Energy Company LP, a Delaware limited partnership ("BreitBurn Energy"), BreitBurn Management Company LLC, a Delaware limited liability company ("BreitBurn Management"), BreitBurn GP, LLC, a Delaware limited liability company (the "General Partner"), BreitBurn Energy Partners L.P., a Delaware limited partnership (the "Partnership"), BreitBurn Operating GP, LLC, a Delaware limited liability company ("Operating GP") and BreitBurn Operating L.P., a Delaware limited partnership ("Operating LP"). The above-named entities are sometimes referred to in this Agreement each as a "Party" and collectively as the "Parties." Capitalized terms used herein shall have the meanings assigned to such terms in Section 1.1.
EMPLOYMENT AGREEMENTEmployment Agreement • September 19th, 2006 • BreitBurn Energy Partners L.P. • Crude petroleum & natural gas • California
AGREEMENT by and between BREITBURN ENERGY COMPANY L.P., a Delaware limited partnership (together with its successors and assigns, the "Partnership"), and James G. Jackson (the "Executive"), dated as of July 7th, 2006 (the "Agreement").
FORM OF OMNIBUS AGREEMENT AMONG PROVIDENT ENERGY TRUST, PRO GP CORP., BREITBURN ENERGY COMPANY LP, BREITBURN GP, LLC AND BREITBURN ENERGY PARTNERS L.P.Omnibus Agreement • September 19th, 2006 • BreitBurn Energy Partners L.P. • Crude petroleum & natural gas • Delaware
THIS OMNIBUS AGREEMENT is entered into on, and effective as of, , 2006 (the "Effective Date"), by and among Provident Energy Trust, an open-ended unincorporated investment trust formed under the laws of the Province of Alberta ("Provident"), Pro GP Corp., a Delaware corporation ("Pro GP"), BreitBurn Energy Company LP, a Delaware limited partnership ("BreitBurn Energy"), BreitBurn GP, LLC, a Delaware limited liability company (the "General Partner"), and BreitBurn Energy Partners L.P., a Delaware limited partnership (the "Partnership," and collectively with Provident, BreitBurn Energy and the General Partner, the "Parties" and each, a "Party").
FORM OF ADOPTION AGREEMENT BETWEEN BREITBURN ENERGY COMPANY L.P. AND BREITBURN MANAGEMENT COMPANY, LLCAdoption Agreement • September 19th, 2006 • BreitBurn Energy Partners L.P. • Crude petroleum & natural gas • California
THIS ADOPTION AGREEMENT is entered into on, and effective as of , 2006 (the "Effective Date"), between BreitBurn Energy Company L.P., a Delaware limited partnership (the "BreitBurn Energy") and BreitBurn Management Company, LLC, a Delaware limited liability company ("BreitBurn Management," and collectively with BreitBurn Energy, the "Parties" and each, a "Party").
FORM OF AMENDMENT TO EMPLOYMENT AGREEMENTEmployment Agreement • September 19th, 2006 • BreitBurn Energy Partners L.P. • Crude petroleum & natural gas
WHEREAS, Breitburn Energy Company L.P. ("BECLP") and James G. Jackson (the "Executive") have entered into that certain Employment Agreement dated July 7, 2006 (the "Agreement"); and
6,000,000 Common Units BREITBURN ENERGY PARTNERS L.P. Representing Limited Partner Interests FORM OF UNDERWRITING AGREEMENTBreitBurn Energy Partners L.P. • September 19th, 2006 • Crude petroleum & natural gas • New York
and the Prospectus, except motor vehicles or other property requiring conveyance of certificated title, as to which the conveyances are legally sufficient to compel delivery of such certificated title.
FORM OF ADMINISTRATIVE SERVICES AGREEMENT AMONG BREITBURN GP, LLC, BREITBURN ENERGY PARTNERS L.P., BREITBURN OPERATING L.P., AND BREITBURN MANAGEMENT COMPANY, LLCAdministrative Services Agreement • September 19th, 2006 • BreitBurn Energy Partners L.P. • Crude petroleum & natural gas • Delaware
THIS ADMINISTRATIVE SERVICES AGREEMENT is entered into on, and effective as of , 2006 (the "Effective Date"), among BreitBurn GP, LLC, a Delaware limited liability company (the "General Partner"), BreitBurn Energy Partners L.P., a Delaware limited partnership (the "Partnership"), BreitBurn Operating L.P., a Delaware limited partnership (the "Operating Partnership"), and BreitBurn Management Company, LLC, a Delaware limited liability company ("BreitBurn Management," and collectively with the General Partner, the Partnership and the Operating Partnership, the "Parties" and each, a "Party").
