Attached files
| file | filename |
|---|---|
| 8-K - Breitburn Energy Partners LP | v164785_8k.htm |
| EX-10.1 - Breitburn Energy Partners LP | v164785_ex10-1.htm |
Exhibit
10.2
FIRST
AMENDMENT TO
THE
BREITBURN
ENERGY PARTNERS L.P. 2006 LONG-TERM INCENTIVE PLAN
CONVERTIBLE
PHANTOM UNIT AGREEMENTS
RECITALS
A. The
Board of Directors (the “Board”) of BreitBurn GP, LLC (“GP LLC”)
deemed it advisable to amend the the BreitBurn Energy Partners L.P. 2006 Long
Term Incentive Plan Convertible Phantom Unit Agreements (the “CPU Agreements”),
effective as of October 29, 2009.
B. Pursuant
to Section 7 of the BreitBurn Energy Partners L.P. 2006 Long Term Incentive Plan
(the “Plan”), the Board has the authority to amend the CPU Agreements, subject
to certain limitations.
AMENDMENT
1. Effective
as of October 29, 2009, Exhibit B to each existing CPU Agreement is deleted in
its entirety and replaced with a revised Exhibit B attached hereto as Schedule I
to this Amendment.
2. Except
as otherwise expressly set forth in this Amendment, the CPU Agreements remain in
full force and effect in accordance with their terms.
3. This
Amendment shall be governed by and construed in accordance with the laws in
force in the state of Delaware, without regard to that state’s conflict-of-laws
rules and principles.
I hereby
certify that this Amendment was duly adopted by the Board on October 29,
2009. Executed this 4th day of November, 2009.
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BREITBURN
ENERGY PARTNERS L.P.
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By:
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BREITBURN
GP, LLC
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Its:
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General
Partner
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By:
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/s/Halbert S. Washburn
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Name:
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Halbert
S. Washburn
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Title:
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Co-Chief
Executive Officer
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SCHEDULE
I
EXHIBIT
B
TO
CONVERTIBLE PHANTOM UNIT AGREEMENT
CUE
CONVERSION TABLE1
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Target
Annual Distribution Level
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CUEs
per CPU
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$0.00
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1.000
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$1.24
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1.000
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$1.30
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1.000
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$1.37
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1.000
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$1.44
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1.000
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$1.52
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1.000
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$1.60
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1.000
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$1.68
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1.000
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$1.77
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1.000
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$2.20
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1.000
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$2.31
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1.250
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$2.43
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1.563
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$2.55
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1.953
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$2.67
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2.441
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$2.81
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3.052
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$2.95
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3.815
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$3.10
or greater
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4.768
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1
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If
the dollar value of the relevant distributions falls between the
incremental distribution levels contained in this CUE Conversion Table,
then the number of CUEs underlying each CPU shall equal the number of CUEs
associated with the lower of the two Target Annual Distribution
Levels.
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