AMENDMENT NO. 1 TO THE SURFACE OPERATING AGREEMENT
Exhibit
10.7
AMENDMENT
NO. 1 TO THE SURFACE OPERATING AGREEMENT
This
Amendment No. 1 (this “Amendment”) to the Surface Operating Agreement (the
“Agreement”), dated October 10, 2006, is entered into this 17th day
of
June, 2008 (the “Effective Date”), by and between BreitBurn Energy Company L.P.
and its predecessor BreitBurn Energy Corporation (collectively “Surface
Operator”)
and
BreitBurn Operating L.P. (“Owner”). Capitalized terms used but not defined shall
have the meanings assigned to them in the Agreement.
WHEREAS,
in connection with the sale by each of Pro GP Corp. and Pro LP Corp. of all
of
their limited partner interests and limited liability company interests in
BreitBurn Energy Partners L.P. and BreitBurn Management, LLC, respectively,
the
Parties desire to amend and restate the termination provisions set forth in
Section 6.1 of the Agreement;
NOW,
THEREFORE, for and in consideration of the benefits herein contained and other
good and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the Parties hereby agree as follows:
1. Section
6.1 Termination.
Section
6.1 of the Agreement is hereby amended and restated in its entirety as
follows:
“This
Agreement shall terminate upon the first to occur of:
(a) the
assignment by Surface Operator to Owner of the Surface Use Agreement following
the receipt of all consents necessary therefor; and
(b) the
Owner
and Surface Operator mutually agree in writing to such
termination.”
IN
WITNESS WHEREOF, the Parties have executed this Agreement as of the day and
year
first above written.
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BREITBURN
ENERGY COMPANY L.P.,
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a
Delaware limited partnership
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By:
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/s/ Xxxxxxx X. Xxxxxxxxxxx | |
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Name:
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Xxxxxxx
X. Xxxxxxxxxxx
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Title:
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Co-Chief
Executive Officer
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BREITBURN
ENERGY CORPORATION,
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a
California corporation
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By:
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/s/ Xxxxxxx X. Xxxxxxxxxxx | |
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Name:
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Xxxxxxx
X. Xxxxxxxxxxx
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Title:
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Co-President
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BREITBURN
OPERATING L.P.,
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a
Delaware limited partnership
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By:
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BreitBurn
Operating GP, LLC, a Delaware limited liability company, its general
partner
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By:
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/s/ Xxxxxxx X. Xxxxxxxxxxx | ||
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Name:
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Xxxxxxx
X. Xxxxxxxxxxx
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Title:
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Co-Chief
Executive Officer
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Signature
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