CONTEXT OTHERWISE REQUIRES OR UNLESS OTHERWISE PROVIDED
HEREIN, THE TERMS DEFINED IN THIS AGREEMENT WHICH REFER TO A PARTICULAR
AGREEMENT, INSTRUMENT OR DOCUMENT ALSO REFER TO AND INCLUDE ALL RENEWALS,
EXTENSIONS, MODIFICATIONS, AMENDMENTS OR RESTATEMENTS OF SUCH AGREEMENT,
INSTRUMENT OR DOCUMENT, PROVIDED THAT NOTHING CONTAINED IN THIS SUBSECTION SHALL
BE CONSTRUED TO AUTHORIZE SUCH RENEWAL, EXTENSION, MODIFICATION, AMENDMENT OR
RESTATEMENT.
(F)
THE WORD "OR" IS NOT INTENDED TO BE EXCLUSIVE AND THE WORD
"INCLUDES" AND ITS DERIVATIVES MEANS "INCLUDES, BUT IS NOT LIMITED TO" AND
CORRESPONDING DERIVATIVE EXPRESSIONS.
18
(G)
NO CONSIDERATION SHALL BE GIVEN TO THE FACT OR PRESUMPTION THAT
ONE PARTY HAD A GREATER OR LESSER HAND IN DRAFTING THIS AGREEMENT.
SECTION 11.4.
JOINDER.
THE GENERAL PARTNER JOINS IN THE EXECUTION OF
THIS AGREEMENT FOR THE PURPOSE OF EVIDENCING ITS AGREEMENT TO THE TERMS OF
SECTIONS 6.3, 6.4, 6.6, 6.9 AND 6.10.
BY ITS EXECUTION AND DELIVERY HEREOF,
SELLER, IN ITS CAPACITY AS THE LIMITED PARTNER OF THE PARTNERSHIP, HEREBY
CONSENTS TO THE GENERAL PARTNER EXECUTING AND DELIVERING THIS AGREEMENT IN THE
NAME AND ON BEHALF OF THE PARTNERSHIP FOR PURPOSES OF THE PARTNERSHIP AGREEMENT,
INCLUDING SECTION 6.2 THEREOF.
[Remainder of Page Intentionally Left Blank - Signature Pages Follow]
19
IN WITNESS WHEREOF, the undersigned have executed and delivered this Agreement
as of the date set forth above.
PARTNERSHIP:
BREITBURN ENERGY PARTNERS I, L.P.
By:
BEP (GP) I, LLC
By:
Name:
Halbert S. Washburn
Title:
BUYER:
BREITBURN OPERATING L.P.
By:
BREITBURN OPERATING GP, LLC
By:
Name:
Halbert S. Washburn
Title:
FOR PURPOSES OF SECTION 11.4:
BEP (GP) I, LLC
By:
Name:
Title:
SIGNATURE PAGE TO ORRI DISTRIBUTION AGREEMENT AND LIMITED
PARTNER INTEREST PURCHASE AND SALE AGREEMENT
IN WITNESS WHEREOF, the undersigned have executed and delivered this Agreement
as of the date set forth above.
SELLER:
TIFD III-X LLC
By:
AIRCRAFT SERVICES CORPORATION,
as sole member
By:
Name:
Raymond G. Edgar, Jr.
Title:
Vice President
SIGNATURE PAGE TO ORRI DISTRIBUTION AGREEMENT AND LIMITED
PARTNER INTEREST PURCHASE AND SALE AGREEMENT