Operations and Proceeds Agreement Sample Contracts

AMENDMENT NO. 1 TO THE OPERATIONS AND PROCEEDS AGREEMENT
Operations and Proceeds Agreement • June 23rd, 2008 • BreitBurn Energy Partners L.P. • Crude petroleum & natural gas

This Amendment No. 1 (this “Amendment”) to the Operations and Proceeds Agreement (the “Agreement”), relating to the Dominugez Field and dated October 10, 2006, is entered into this 17th day of June, 2008, by and between BreitBurn Energy Company L.P. (“Owner-Operator”) and BreitBurn Operating L.P. (“Counterparty”). Capitalized terms used but not defined shall have the meanings assigned to them in the Agreement.

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CONTRIBUTION, CONVEYANCE AND ASSUMPTION AGREEMENT
Operations 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.

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