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LLC, a Delaware limited liability company ("Seller"), and Breitburn Operating
L.P., a Delaware limited partnership ("Buyer").
RECITALS:
A.
Reference is herein made to that certain Amended and Restated
Agreement of Limited Partnership dated as of May 5, 2003 (the "Partnership
Agreement"), governing the Partnership.
Seller's interest in the Partnership as
a limited partner is herein called the "Interest".
B.
The Partnership desires to distribute the Override (as defined
herein) to Seller, on the terms and conditions set forth herein.
C.
Seller desires to sell the Interest to Buyer, and Buyer desires to
purchase the Interest from Seller, on the terms and conditions set forth herein.
AGREEMENT:
NOW, THEREFORE, in consideration of the foregoing Recitals and the mutual
covenants and agreements contained herein, Seller and Buyer do hereby agree as
follows:
ARTICLE I
TERMS OF THE TRANSACTION
SECTION 1.1.
AGREEMENT TO DISTRIBUTE OVERRIDE AND SELL AND PURCHASE
INTEREST.
SUBJECT TO THE TERMS AND PROVISIONS HEREIN, THE PARTNERSHIP AGREES
TO DISTRIBUTE TO SELLER (OR ITS DESIGNEE) THE OVERRIDE (AS DEFINED HEREIN) AND
SELLER AGREES TO SELL AND BUYER AGREES TO PURCHASE, FOR THE CONSIDERATION
HEREINAFTER SET FORTH, THE INTEREST.
SECTION 1.2.
PURCHASE PRICE.
IN CONSIDERATION OF THE SALE OF THE
INTEREST TO BUYER, BUYER SHALL PAY TO SELLER A CASH PURCHASE PRICE OF
$82,100,000 (THE "PURCHASE PRICE").
SECTION 1.3.
EFFECTIVE DATE.
THE DISTRIBUTION OF THE OVERRIDE SHALL
BE EFFECTIVE AS OF 7:00 A.M., LOCAL LOS ANGELES, CALIFORNIA TIME, ON MAY 1,
2007, AND THE PURCHASE AND SALE OF THE INTEREST SHALL BE EFFECTIVE IMMEDIATELY
THEREAFTER (THE "EFFECTIVE DATE").
SECTION 1.4.
PAYMENT.
(A)
CONTEMPORANEOUSLY WITH THE EXECUTION AND DELIVERY OF THIS
AGREEMENT, BUYER SHALL TENDER TO AN INTEREST BEARING ACCOUNT DESIGNATED BY
SELLER CASH EQUAL TO $8,000,000 AS A
DEPOSIT (THE "DEPOSIT").
THE DEPOSIT SHALL BE (I) APPLIED TO THE PURCHASE PRICE
PURSUANT TO SECTION 1.4(B), (II) RETAINED BY SELLER PURSUANT TO SECTION 8.2 OR
(III) RETURNED TO BUYER PURSUANT TO SECTION 8.2.
FOR FEDERAL INCOME TAX
PURPOSES, THE INTEREST OR OTHER INCOME EARNED ON THE DEPOSIT SHALL BE REPORTED
BY BUYER, IF THE DEPOSIT IS APPLIED TO THE PURCHASE PRICE OR RETURNED TO BUYER,
AND BY SELLER, IF THE DEPOSIT IS RETAINED BY SELLER.
(B)
AT THE CLOSING, BUYER SHALL PAY TO SELLER CASH EQUAL TO THE
PURCHASE PRICE MINUS THE DEPOSIT.
PAYMENTS BY BUYER TO SELLER OF THE PURCHASE
PRICE SHALL BE MADE IN IMMEDIATELY AVAILABLE FUNDS BY CONFIRMED WIRE TRANSFER TO
A BANK ACCOUNT OR ACCOUNTS DESIGNATED BY SELLER IN WRITING TO BUYER.
ARTICLE II
CLOSING
The closing of the transactions contemplated hereby (the "Closing") shall take
place (i) at the offices of Thompson & Knight LLP, 333 Clay Street, Suite 3300,
Houston, Texas, at 9:00 a.m. (local Houston, Texas time), on May 25, 2007, or
(ii) at such other time or place or on such other date as the parties hereto
shall agree.
The date on which the Closing is required to take place is herein
referred to as the "Closing Date."
The Closing of the distribution