0001144204-10-000283 Sample Contracts

THIRD AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF BREITBURN GP, LLC
Limited Liability Company Agreement • January 5th, 2010 • BreitBurn Energy Partners L.P. • Crude petroleum & natural gas • Delaware

THIS THIRD AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT (the “Agreement”) of BREITBURN GP, LLC (the “Company”), dated as of December 29, 2009, is entered into by BreitBurn Energy Partners L.P., a Delaware limited partnership (the “MLP”), as sole member of the Company (the “Sole Member”).

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REVISED AMENDMENT NO. 1 TO THE FIRST AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF BREITBURN ENERGY PARTNERS L.P.
BreitBurn Energy Partners L.P. • January 5th, 2010 • Crude petroleum & natural gas • Delaware

This Revised Amendment No. 1 to the First Amended and Restated Agreement of Limited Partnership of BreitBurn Energy Partners L.P., a Delaware limited partnership (the “Partnership”), dated as of December 29, 2009 (this “Amendment”), is made and entered into by BreitBurn GP, LLC, a Delaware limited liability company, as general partner of the Partnership (the “General Partner”) and as the lawful agent and attorney-in-fact for and on behalf of each of the limited partners of the Partnership. Capitalized terms used herein and not otherwise defined are used as defined in the First Amended and Restated Agreement of Limited Partnership of the Partnership, dated as of October 10, 2006, as amended from time to time (the “LP Agreement”).

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