Exhibit 10.1




 


AMENDMENT
No. 1

TO THE

THIRD amended and restated ADMINISTRATIVE SERVICES AGREEMENT

 BETWEEN PACIFIC COAST ENERGY
COMPANY LP AND

BREITBURN MANAGEMENT COMPANY, LLC


 


This Amendment No.
1 to the Third Amended and Restated Administrative Services Agreement (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 March 18, 2014 (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, PCEC
and BreitBurn Management 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, PCEC and BreitBurn Management hereby agree as follows:


 


		I.	AMENDMENT.



 


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, 2014, a monthly fee of Seven
Hundred Thousand Dollars ($700,000) and (ii) for periods from and after January 1, 2015, 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, 2015, 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, 2014, 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, 2014; provided, however, that 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 the day that is 180 days before December 31, 2014, 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 have at least
180 days notice of the other party’s intention not to continue under this Agreement.”


 


d. 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,
2014, as adjusted for the period after December 31, 2014 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.


 


 


 


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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/ Randall H. Breitenbach	 
	 	Name:  Randall H. Breitenbach	 
	 	Title:  Chief Executive Officer	 
	 	 	 	 
	 	BREITBURN MANAGEMENT COMPANY, LLC	 
	 	 	 	 
	 	By:  BreitBurn Energy Partners L.P., its sole member
	 	By:  BreitBurn GP, LLC	 
	 	 	 	 
	 	 	 	 
	 	 	 	 
	 	By:  	 /s/ Halbert S. Washburn	 
	 	Name:  Halbert S. Washburn	 
	 	Title:  Chief Executive Officer	 















 






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