FIRSTAMENDMENT TOTHE BREITBURNENERGY PARTNERS L.P. 2006 LONG-TERM INCENTIVE PLAN CONVERTIBLEPHANTOM UNIT AGREEMENTS RECITALS

EX-10.2 3 v164785_ex10-2.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.
 
 
BREITBURN ENERGY PARTNERS L.P.
         
 
By:
BREITBURN GP, LLC
 
Its:
General Partner
         
   
By:
/s/Halbert S. Washburn
  
   
Name:
Halbert S. Washburn
   
Title:
Co-Chief Executive Officer

 
 
 
 
SCHEDULE I
 
 
 
 
 
EXHIBIT B
TO CONVERTIBLE PHANTOM UNIT AGREEMENT
 
CUE CONVERSION TABLE1
 
Target Annual Distribution Level
CUEs per CPU
$0.00
1.000
$1.24
1.000
$1.30
1.000
$1.37
1.000
$1.44
1.000
$1.52
1.000
$1.60
1.000
$1.68
1.000
$1.77
1.000
$2.20
1.000
$2.31
1.250
$2.43
1.563
$2.55
1.953
$2.67
2.441
$2.81
3.052
$2.95
3.815
$3.10 or greater
4.768

 
1
 
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.