FIRST AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF BREITBURN ENERGY PARTNERS L.P.BreitBurn Energy Partners L.P. • October 16th, 2006 • Crude petroleum & natural gas • Delaware
THIS FIRST AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF BREITBURN ENERGY PARTNERS L.P. dated as of October 10, 2006, is entered into by and between BreitBurn GP, LLC, a Delaware limited liability company, as the General Partner, and BreitBurn Energy Corporation, Pro GP Corp. and Pro LP Corp., each a Delaware corporation, as the Organizational Limited Partners, together with any other Persons who become Partners in the Partnership or parties hereto as provided herein. In consideration of the covenants, conditions and agreements contained herein, the parties hereto hereby agree as follows:
CREDIT AGREEMENT AMONG BREITBURN OPERATING L.P. ANDCredit Agreement • October 16th, 2006 • BreitBurn Energy Partners L.P. • Crude petroleum & natural gas • Texas
THIS CREDIT AGREEMENT is dated as of October 10, 2006, among BREITBURN OPERATING L.P., a Delaware limited partnership (the “Company”), ALAMITOS COMPANY, a California corporation, ALAMITOS COMPANY LLC, a Delaware limited liability company, 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, N.A., as syndication agent fo
AMENDED AND RESTATED EMPLOYMENT AGREEMENTAnd • October 16th, 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 October 10, 2006 (the “Agreement”).
OMNIBUS AGREEMENT AMONG PROVIDENT ENERGY TRUST, PRO GP CORP., BREITBURN ENERGY COMPANY L.P., BREITBURN GP, LLC AND BREITBURN ENERGY PARTNERS L.P.Omnibus Agreement • October 16th, 2006 • BreitBurn Energy Partners L.P. • Crude petroleum & natural gas • Delaware
THIS OMNIBUS AGREEMENT is entered into on, and effective as of, October 10, 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 L.P., 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”).
CONTRIBUTION, CONVEYANCE AND ASSUMPTION AGREEMENTOperations and Proceeds Agreement • October 16th, 2006 • BreitBurn Energy Partners L.P. • Crude petroleum & natural gas • California
This Contribution, Conveyance and Assumption Agreement, dated as of October 10, 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 L.P., 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.
AMENDMENT TO EMPLOYMENT AGREEMENTEmployment Agreement • October 16th, 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
ADMINISTRATIVE SERVICES AGREEMENTAdministrative Services Agreement • October 16th, 2006 • BreitBurn Energy Partners L.P. • Crude petroleum & natural gas • Delaware
THIS ADMINISTRATIVE SERVICES AGREEMENT is entered into on, and effective as of October 10, 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”).
AMENDED AND RESTATED EMPLOYMENT AGREEMENTEmployment Agreement • October 16th, 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 RANDALL BREITENBACH (the “Executive”), dated as of October 10, 2006 (the “Agreement”).
ADOPTION AGREEMENTAdoption Agreement • October 16th, 2006 • BreitBurn Energy Partners L.P. • Crude petroleum & natural gas • California
THIS ADOPTION AGREEMENT is entered into on, and effective as of October 10, 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”).
