AMENDMENT NO. 5 TO THE THIRD AMENDED AND RESTATED ADMINISTRATIVE SERVICES AGREEMENT BETWEEN PACIFIC COAST ENERGY COMPANY LP AND BREITBURN MANAGEMENT COMPANY LLC

Exhibit 10.1

AMENDMENT NO. 5

TO THE

THIRD AMENDED AND RESTATED ADMINISTRATIVE SERVICES AGREEMENT BETWEEN PACIFIC COAST ENERGY COMPANY LP AND

BREITBURN MANAGEMENT COMPANY LLC

This Amendment No.5 to the Third Amended and Restated Administrative Services Agreement, as amended (the “ASA”) 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”), is dated as of May 1, 2015 (this “Amendment”). Capitalized terms used herein and not otherwise defined are used as defined in the ASA.

W I T N E S S E T H

WHEREAS, the Parties desire to amend certain provisions of the ASA with respect to the initial term of the ASA.

NOW, THEREFORE, for and in consideration of the benefits set forth herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties hereby agree as follows:

I.    AMENDMENTS.

a.Section 1.1 Definitions is hereby amended by deleting the definition of “Fixed Fee” in its entirety and replacing it by inserting a new definition of “Fixed Fee” thereof that reads as follows:

“‘Fixed Fee’ means (i) for the period beginning on the Effective Date and ending on December 31, 2016, a monthly fee of Seven Hundred Thousand Dollars ($700,000) and (ii) for periods from and after January 1, 2017, an amount to be determined in accordance with Section 4.1(b) and based on the parameters set forth in Schedule II.”

b.Section 4.1(b) of the ASA is hereby deleted in its entirety and replaced by inserting a new Section 4.1(b) thereof that reads as follows:

“For the period beginning January 1, 2017, PCEC and the Board of Directors of Breitburn GP LLC shall meet and determine the Fixed Fee to be paid by PCEC to Breitburn Management for the Services to be supplied during the ensuing two calendar year period pursuant to the provisions of this Section 4.1(b). On or about May 1, 2016, and biennially thereafter during the Term of this Agreement, the Board of Directors of Breitburn GP LLC and PCEC shall meet to determine the Fixed Fee to be utilized during the ensuing two calendar year period. The Parties acknowledge and agree that prior approval of the Conflicts Committee of the Board of Directors of Breitburn GP LLC may

be required in connection with the agreement by Breitburn Management to the amount of the Fixed Fee to be determined pursuant to this Section 4.1(b).”

c.Section 7.1 Term of the ASA is hereby deleted in its entirety and replaced by inserting a new Section 7.1 thereof that reads as follows:

“The initial term of this Agreement shall be from the Effective Date through December 31, 2016; provided, however, in the event PCEC has not received the County of Santa Xxxxxxx permits required to drill at least 50% of the proposed total xxxxx for OHREP by December 31, 2015, PCEC may terminate this Agreement effective as of June 30, 2016 by giving prior written notice to Breitburn Management of its intention to terminate this Agreement by December 31, 2015.

In the absence of written notice delivered to the other party by either party to this Agreement of the intention not to continue under the terms of this Agreement, given no later than June 30, 2016, and each successive anniversary thereof, and provided that a mutually agreeable Fixed Fee has been determined in accordance with Section 4.1(b) for the applicable extended term, the term of this Agreement shall be extended for one additional calendar year until either or both parties have given notice of their intention to terminate. It is the intention of this “evergreen” extension clause that each party has at least 180 days’ notice of the other party’s intention not to continue under this Agreement.”

d.Section 7.2(b) of the ASA is hereby deleted in its entirety and replaced by inserting a new Section 7.2(b) thereof that reads as follows:

“In addition to its rights under Sections 7.1 and 7.2(a), after June 30, 2016, upon 180 days’ prior written notice, PCEC may elect to terminate this Agreement effective as of the end of the 180 day period following the delivery of notice by PCEC under this paragraph 7.2(b).”

e.Schedule II of the ASA is hereby amended by deleting “Fixed Fee” and the clause that follows it and replacing it by inserting the following language:

“Fixed Fee - a monthly fee of Seven Hundred Thousand Dollars ($700,000) for the performance of the Services through December 31, 2016, as adjusted for the period after December 31, 2016 pursuant to Section 4.1(b) and based on the parameters set forth below.”

II.    MISCELLANEOUS.

1. Successors and Assigns. This Amendment shall be binding upon, and shall enure to the benefit of, each of the Parties, and their respective successors and assigns.

2. Full Force and Effect. Except to the extent modified hereby, the ASA shall remain in full force and effect.

3. Governing Law. This Amendment shall be interpreted in accordance with the laws of the State of Delaware (without regard to conflict of laws principles), all rights and remedies being governed by such laws.

4. Execution in Counterparts. This Amendment may be executed in counterparts, each of which shall be deemed an original, but all of which shall constitute one and the same instrument.

[SIGNATURE PAGE FOLLOWS]

IN WITNESS WHEREOF, the undersigned have caused this Amendment to be duly executed as of the day and year first above written.

	PACIFIC COAST ENERGY COMPANY LP
	By: PCEC (GP) LLC, its general partner
	By:	/s/ Xxxxxxx X. Xxxxxxxxxxx
	Name: Xxxxxxx X. Xxxxxxxxxxx
	Title: Chief Executive Officer
	BREITBURN MANAGEMENT COMPANY LLC
	By: Breitburn Energy Partners LP, its sole member
	By: Breitburn GP LLC
	By:	/s/ Xxxxxxx X. Xxxxxxxx
	Name: Xxxxxxx X. Xxxxxxxx
	Title: Chief Executive Officer