[*] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omittedportions. CONOCOPHILLIPS COMPANY COMMERCIAL OPERATIONS & STRATEGY P.O. BOX 2197 HOUSTON, TEXAS 77252 ###-###-#### CRUDE OIL OUTRIGHT PURCHASE AGREEMENT AGREEMENT DATE: NOVEMBER 1, 2007
Exhibit 10.5
[*] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions.
CONOCOPHILLIPS COMPANY
COMMERCIAL OPERATIONS & STRATEGY
P.O. BOX 2197
HOUSTON, TEXAS 77252
281 ###-###-####
CRUDE OIL OUTRIGHT PURCHASE AGREEMENT
AGREEMENT DATE: NOVEMBER 1, 2007
| BREITBURN ENERGY COMPANY LP DEPT: CRUDE OIL SUPPLY AND TRADING 515 SOUTH FLOWER STREET SUITE 4800 LOS ANGELES, CALIFORNIA 90071 | CONOCOPHILLIPS NEGOTIATOR: Jim Gravatt BUSINESS PHONE NUMBER: 661 ###-###-#### CONOCOPHILLIPS SCHEDULER(S):
Kasey Einertson 281 ###-###-#### | |
| ATTN: Randy Breitenbach PHONE: 213 ###-###-#### Fax: 213 ###-###-#### | ||
CONOCOPHILLIPS CONTRACT NO. 63515
BREITBURN ENERGY LP CONTRACT NO.
AMENDMENT NO. 5
Please refer to the above referenced contract and amendments thereto, if any. This confirms the understanding between Randy Breitenbach of BREITBURN ENERGY LP and Jim Gravatt of CONOCOPHILLIPS, that by mutual consent between the parties said contract shall be amended as follows:
ITEMS AMENDED:
| Amend price effective 5/1/210 due to price renegotiation. D. Ruiz |
SPECIAL PROVISIONS
CONOCOPHILLIPS RECEIVES FROM BREITBURN ENERGY LP
TERM:
Effective May 1,2010 to and continuing from month to month thereafter until the first day of the month following sixty (60) days’ advance written notice of termination or cancellation by either party to the other party.
QUANTITY AND QUALITY:
| (1) | A volume of Sawtelle crude oil representing BREITBURN ENERGY LP’s owned and/or controlled interest in production from the leases listed on attached Exhibit A (approximately 500 barrels per day). |
| (2) | A volume of Beverly Hills crude oil representing BREITBURN ENERGY LP’s owned and/or controlled interest in production from the leases listed on attached Exhibit B (approximately 650 barrels per day). |
DELIVERY:
Into Third Party Pipeline facilities at the lease.
PRICE:
[*];
;
Less [*] market differential.
SPECIAL PROVISIONS (Other):
IMBALANCE:
BREITBURN ENERGY LP warrants that the barrels sold herein are an outright purchase by CONOCOPHILLIPS. CONOCOPHILLIPS is under no obligation, express or implied, to exchange, sell, or in any way pay back barrels to BREITBURN ENERGY LP as a condition of this purchase.
GENERAL TERMS AND CONDITIONS:
CONOCOPHILLIPS (formerly CONOCO) General Provisions for Domestic Crude Oil Agreements dated January 1, 1993 shall govern this agreement and are hereby incorporated by reference.
API MEASUREMENT STANDARDS:
All measurement equipment, procedures, calculations, and practices shall conform to the most current API Manual of Petroleum Measurement Standards (MPMS) and the latest revision of the ASTM Standards.
This contract is effective 11-01-07 thru May 1-2008
and to include a 60 day evergreen contract
| INVOICES TO: | NOTICES TO: | |
| COMMENTS: | ||
| ConocoPhillips Company Attn: Crude Oil Trading Accounting P.O.B. Building - 12th Floor 315 South Johnstone Ave. 1270 Plaza Office Building Bartlesville, Oklahoma 74004 Fax: 918 ###-###-#### | ConocoPhillips Company Attn: Contract Administration Cherokee Building - Third Floor P.O.Box 2197
Houston, Texas 77252 Fax: 918 ###-###-#### | |
| Breitburn Energy Company LP Attn: Randy Breitenbach 515 South Flower Street Suite 4800 Los Angeles, California 90071 Fax: 213 ###-###-#### | ||
Please advise us of any errors in the foregoing as soon as practical. If we do not receive any contrary indication from you before we commence our performance under this agreement, we will assume that this confirmation correctly reflects the parties’ agreement. Please be advised that while we are willing to correct errors in the foregoing, ConocoPhillips Company will not accept any terms in addition to or inconsistent with the foregoing that you may propose in any confirmation or notice with respect to this agreement.
REGARDS,
CONOCOPHILLIPS COMPANY
Jim Gravatt
Trader - West Coast (Manager, Lease Operations)
Commercial Operations & Strategy
Bakersfield, California
Fax: 661 ###-###-####
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[*] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions.
EXHIBIT A
| HLCO NO / LEASE NAME | FACILITY NO / NAME | EFFECTIVE FROM/TO | OPERATOR / STATE / COUNTY | DEC OF INT | ||||
| 0002920100 00050 DOWLEN FEDERAL | 2025566 DOWLEN FEDERAL | November 1, 2007 | WEST COAST THIRD PARTY OPE CA/Alameda | 1.0000000 | ||||
| EXHIBIT B
| ||||||||
| HLCO NO / LEASE NAME | FACILITY NO / NAME | EFFECTIVE FROM/TO | OPERATOR / STATE / COUNTY | DEC OF INT | ||||
| 0002942600 00050 WEST PICO DRILLSITE | 2025791 WEST PICO DRILLSITE | November 1, 2007 | WEST COAST THIRD PARTY OPE CA/Alameda | 1.0000000 | ||||
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[*] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions.
