0001144204-11-001057 Sample Contracts

SECOND AMENDED AND RESTATED EMPLOYMENT AGREEMENT
Employment Agreement • January 6th, 2011 • BreitBurn Energy Partners L.P. • Crude petroleum & natural gas • California

This SECOND AMENDED AND RESTATED EMPLOYMENT AGREEMENT, dated as of December 30, 2010 (together with any Exhibits hereto, the “Agreement”), is entered into by and among BreitBurn Energy Partners L.P. (“BreitBurn Partners”), BreitBurn Management Company, LLC (“BMC”), BreitBurn GP, LLC (“BBGP”), and James G. Jackson (the “Executive”). As used herein, the term “Employer” shall be deemed to refer to BreitBurn Partners, BMC and/or BBGP, as the context requires, and the term “BreitBurn Entity” shall be deemed to refer to each Employer and its subsidiaries.

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AMENDMENT NO. 1 TO THE FOURTH AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF PARTNERSHIP OF BREITBURN GP, LLC
BreitBurn Energy Partners L.P. • January 6th, 2011 • Crude petroleum & natural gas • Delaware

This Amendment No. 1 to the Fourth Amended and Restated Limited Liability Company Agreement (the “LLC Agreement”) of BREITBURN GP, LLC, a Delaware limited liability company (the “Company”), dated as of December 30, 2010 (this “Amendment”), is entered into by BreitBurn Energy Partners L.P., a Delaware limited partnership (“MLP”), as sole member of the Company (the “Sole Member”).

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