FIRST AMENDMENT TO OMNIBUS AGREEMENTOmnibus Agreement • August 8th, 2012 • BreitBurn Energy Partners L.P. • Crude petroleum & natural gas
This First Amendment to Omnibus Agreement (this “Amendment”), dated as of May 8, 2012 (the “Execution Date”), is by and among the following entities: (i) Pacific Coast Energy Holdings LLC (formerly known as BreitBurn Energy Holdings, LLC), a Delaware limited liability company (“PCEC Holdco”); (ii) PCEC (GP) LLC (formerly known as BEC (GP) LLC), a Delaware limited liability company (“PCEC GP”); (iii) Pacific Coast Energy Company LP (formerly known as BreitBurn Energy Company L.P.), a Delaware limited partnership (“PCEC”); (iv) BreitBurn GP, LLC, a Delaware limited liability company (“BGP”); (v) BreitBurn Management Company, LLC, a Delaware limited liability company (“BMC”); and (vi) BreitBurn Energy Partners L.P., a Delaware limited partnership (“BBEP”). The above-named entities area sometimes referred to herein separately as a “Party” and collectively as the “Parties.”
DISSOLUTION AGREEMENT BY AND AMONG BREITBURN ENERGY PARTNERS L.P., BEP (GP) I, LLC, PACIFIC COAST ENERGY COMPANY LP AND BREITBURN ENERGY PARTNERS I, L.P.Dissolution Agreement • August 8th, 2012 • BreitBurn Energy Partners L.P. • Crude petroleum & natural gas • Texas
This Dissolution Agreement (as may be amended, revised, supplemented or otherwise modified, this “Agreement”), dated as of May 8, 2012 (the “Execution Date”), is by and among the following entities: (i) BreitBurn Energy Partners L.P., a Delaware limited partnership (“BBEP”); (ii) BEP (GP) I, LLC, a Delaware limited liability company (“BEP”); (iii) Pacific Coast Energy Company LP, a Delaware limited partnership (“PCEC”); and (iv) BreitBurn Energy Partners I, L.P., a Texas limited partnership (the “Partnership”). The above-named Persons are sometimes referred to herein separately as a “Party” and collectively as the “Parties.” The following Persons join in the execution of this Agreement for the limited purposes set forth next to their respective names, and shall be considered “Parties,” for purposes hereof, as and where appropriate: (i) for purposes of Sections 8(c) and (d), BreitBurn Management Company, LLC, a Delaware limited liability company (“BMC”); and (ii) for purposes of Section
THIRD AMENDED AND RESTATED ADMINISTRATIVE SERVICES AGREEMENT BETWEEN Pacific Coast Energy Company LP AND BREITBURN MANAGEMENT COMPANY, LLCAdministrative Services Agreement • August 8th, 2012 • BreitBurn Energy Partners L.P. • Crude petroleum & natural gas • Delaware
THIS THIRD AMENDED AND RESTATED ADMINISTRATIVE SERVICES AGREEMENT is entered into on May 8, 2012, but effective as of April 1, 2012 (the “Effective Date”), by and between Pacific Coast Energy Company LP, a Delaware limited partnership (“PCEC”), and BreitBurn Management Company, LLC, a Delaware limited liability company (“BreitBurn Management,” and collectively with PCEC, the “Parties” and each, a “Party”).
AMENDMENT NO. 1 TO AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF BREITBURN ENERGY PARTNERS I, L.P.BreitBurn Energy Partners L.P. • August 8th, 2012 • Crude petroleum & natural gas • Texas
THIS AMENDMENT NO. 1 TO AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF BREITBURN ENERGY PARTNERS I, L.P. (this “Amendment”), dated as of May 8, 2012, is entered into by (i) BEP (GP) I, LLC, a Delaware limited liability company (the “General Partner”) and the general partner of BreitBurn Energy Partners I, L.P., a Delaware limited partnership (the “Partnership”), and (ii) BreitBurn Energy Partners L.P., a Delaware limited partnership (the “Limited Partner”) and the limited partner of the Partnership, pursuant to Section 12.2 of the Amended and Restated Agreement of Limited Partnership of BreitBurn Energy Partners I, L.P., dated as of May 5, 2003, as amended (as so amended, the “Partnership Agreement”). Capitalized terms used but not defined herein shall have the meanings given to them in the Partnership Agreement.
