BPcapitalLawsuitHennick2018 PDF

FILED
DALLAS COUNTY
7/12/2018 11:08 AM
FELICIA PITRE
DISTRICT CLERK
CAUSE NO. DC-18-06290
MARK HENNICK, and § IN THE DISTRICT COURT

FLOYD PARTNERS LIMITED PARTNERSHIP, §
§
Plaintiffs, §
§
v. § OF DALLAS COUNTY TEXAS
§
BP CAPITAL ENERGY EQUITY FUND II, L.P., §
BP CAPITAL MANAGEMENT, L.P., §
TBP INVESTMENTS MANAGEMENT, L.L.C., §
BP CAPITAL ENERGY FUND MASTER II, L.P., §
BP CAPITAL INTERNATIONAL §
MANAGEMENT, INC., THOMAS BOONE §
PICKENS, ROBERT STILLWELL, RONALD §
BASSETT, and BRIAN BRADSHAW §
§
Defendants. § 101ST JUDICIAL DISTRICT
DEFENDANTS’ MOTION FOR SUMMARY JUDGMENT

TABLE OF CONTENTS
Page
INTRODUCTION AND SUMMARY OF ARGUMENT ............................................................. 1

STATEMENT OF FACTS ............................................................................................................. 4
I. The Fund was a Delaware hedge fund with a substantial degree of risk
intended only for sophisticated investors...................................................................... 4
II. Plaintiffs are sophisticated investors who confirmed, in writing, that
they had the knowledge and experience necessary to evaluate the risks
of investing in the Fund. ............................................................................................... 5
III. Plaintiffs entered into a subscription agreement and partnership
agreement governed by Delaware law. ......................................................................... 8
IV. Plaintiffs represented in the Subscription Agreements that they received,
carefully reviewed, and understood the offering memoranda. ..................................... 8
V. The Offering Memoranda made clear that losses from investments in
commodities could exceed 10%.................................................................................... 9
VI. Plaintiffs disclaimed reliance on any oral or written representations
other than those set forth in the Offering Memoranda. ............................................... 12
VII. The quarterly update letters regarding the Fund’s performance further
reflected that commodity investment positions accounted for a
substantial portion of the Fund’s gains and losses. ..................................................... 14
VIII. Plaintiffs now seek to backtrack on their own written representations
and claim they relied on alleged oral representations that are
contradicted by the Offering Memoranda and other information
provided by the Fund. ................................................................................................. 15
SUMMARY JUDGMENT GROUNDS ....................................................................................... 16
ARGUMENT AND AUTHORITIES ........................................................................................... 17
I. Summary Judgment Standard. .................................................................................... 17
II. Plaintiffs’ breach of contract claims fail as a matter of law. ...................................... 17
A. The written contracts do not impose restrictions on the Fund’s
trading strategy and affirmatively reflect that losses from
commodities could exceed 10%...................................................................... 17
B. BP Equity has been dissolved and lacks legal capacity to be
sued. ................................................................................................................ 20
III. Plaintiffs’ common law tort claims fail as a matter of law. ........................................ 20
DEFENDANTS’ MOTION FOR SUMMARY JUDGMENT Page i

A. Plaintiffs could not have justifiably relied on an alleged oral
representation that contradicts the written contracts. ...................................... 20
B. Plaintiffs could not have justifiably relied on an alleged oral
representation because they disclaimed such reliance. ................................... 23
1. The parties’ choice of Delaware law in the
Subscription Agreements is enforceable. .......................................23
2. Delaware law applies to the disclaimer of reliance
(if not the common law tort claims in their entirety). ....................24
3. Under Delaware law, Plaintiffs’ disclaimers of
reliance preclude their common law tort claims
based on alleged oral representations. ...........................................26
IV. Plaintiffs’ Texas Securities Act claims fail as a matter of law. .................................. 28
A. Defendants did not sell any securities “by means of” the alleged
oral representation........................................................................................... 28
B. The alleged oral representation could not have been material. ....................... 30
V. Floyd Partners’ claims are time-barred. ...................................................................... 32
A. Floyd Partners’ Texas Securities Act claim is barred by the five-
year statute of repose. ..................................................................................... 32
B. Floyd Partners’ contract and common law tort claims are barred
by the applicable statute of limitations. .......................................................... 34
VI. Hennick’s TSA and negligent misrepresentation claims are time-barred. ................. 39
CONCLUSION ............................................................................................................................. 40
DEFENDANTS’ MOTION FOR SUMMARY JUDGMENT Page ii

TABLE OF AUTHORITIES
Page(s)
Cases
Abry Partners V, L.P. v. F & W Acquisition LLC,

891 A.2d 1032 (Del. Ch. 2006)..........................................................................................24, 27
Acme Propane, Inc. v. Tenexco, Inc.,

844 F.2d 1317 (7th Cir. 1988) .................................................................................................31
AKB Hendrick, LP v. Musgrave Enters., Inc.,

380 S.W.3d 221 (Tex. App.—Dallas 2012, no pet.) ..........................................................22, 35
Anheuser-Busch Cos., Inc. v. Summit Coffee Co.,

858 S.W.2d 928 (Tex. App.—Dallas 1993), separate part of the opinion
withdrawn, 934 S.W.2d 705 (Tex. App.—Dallas 1996, writ dism’d by agr.) .........................30
Benchmark Elecs., Inc. v. J.M. Huber Corp.,

343 F.3d 719 (5th Cir. 2003) ...................................................................................................25
Bever Props., LLC v. Jerry Huffman Custom Builder, L.L.C.,

2015 WL 4600347 (Tex. App.—Dallas July 31, 2015, no pet.) ..............................................26
BP Am. Prod. Co. v. Marshall,

342 S.W.3d 59 (Tex. 2011)......................................................................................................38
Brumbaugh v. Princeton Partners,

985 F.2d 157 (4th Cir. 1993) .............................................................................................35, 37
C & A Inv., Inc. v. Bonnet Res. Corp.,

959 S.W.2d 258 (Tex. App.—Dallas 1997, writ denied) ........................................................21
Ca. Pub. Emps.’ Ret. Sys. v. ANZ Sec., Inc.,

137 S. Ct. 2042 (2017) .............................................................................................................33
Carr v. CIGNA Sec., Inc.,

95 F.3d 544 (7th Cir. 1996) .....................................................................................................31
Carrow v. Arnold,
2006 WL 3289582 (Del. Ch. Oct. 31, 2006), aff’d, 933 A.2d 1249 (Del. 2007).....................21
Cathey v. Booth,
900 S.W.2d 339 (Tex. 1995)....................................................................................................17
Chapter 7 Tr. Constantino Flores v. Strauss Water Ltd.,

2016 WL 5243950 (Del. Ch. Sept. 22, 2016) .................................................................. passim
DEFENDANTS’ MOTION FOR SUMMARY JUDGMENT Page iii

Chico Auto Parts & Serv., Inc. v. Crockett,
512 S.W.3d 560 (Tex. App.—El Paso 2017, pet. denied) .......................................................22
Computer Assocs. Int’l, Inc. v. Altai, Inc.,

918 S.W.2d 453 (Tex. 1996)....................................................................................................35
Cooperativa de Ahorro y Credito Aguada v. Kidder, Peabody & Co.,

129 F.3d 222 (1st Cir. 1997) ....................................................................................................39
Dallas Market Ctr. Dev. Co. v. Beran,

824 S.W.2d 218 (Tex. App.-Dallas 1991, writ denied) ...........................................................33
Dodds v. Cigna Sec., Inc.,

12 F.3d 346 (2d Cir. 1993).......................................................................................................37
Douglass v. Panama, Inc.,

504 S.W.2d 776 (Tex. 1974)....................................................................................................29
Drucker v. Just for Feet, Inc.,

2000 WL 36733071 (N.D. Ala. Sept. 29, 2000) ................................................................35, 37
Edwards v. Phillips,
2015 WL 1938873 (Tex. App.—San Antonio Apr. 29, 2015, no pet.) ...................................33
Exxon Mobil Corp. v. Drennen,

452 S.W.3d 319 (Tex. 2014)....................................................................................................23
Forest Oil Corp. v. McAllen,

268 S.W.3d 51 (Tex. 2008)......................................................................................................25
Galbraith Eng’g Consultants v. Pochucha,

290 S.W.3d 863 (Tex. 2009)....................................................................................................33
Gallier v. Woodbury Fin. Servs., Inc.,

2016 WL 4765059 (S.D. Tex. Sept. 13, 2016) ........................................................................38
Gerin v. Aegon USA, Inc.,

242 F. App’x 631 (11th Cir. 2007) ..........................................................................................37
Gilford v. Texas First Bank,

2014 WL 3408698 (Tex. App.—Houston [1st Dist.] July 10, 2014, pet.
denied)......................................................................................................................................18
Howard v. Burlington Ins. Co.,

347 S.W.3d 783 (Tex. App.—Dallas 2011, no pet.) ................................................................22
Hunton v. Guardian Life Ins. Co.,

243 F. Supp. 2d 686 (S.D. Tex. 2002), aff’d, 71 F. App’x 441 (5th Cir. 2003) ......................37
DEFENDANTS’ MOTION FOR SUMMARY JUDGMENT Page iv

In re Enron Corp. Sec., Derivative & ERISA Litig.,
258 F. Supp. 2d 576 (S.D. Tex. 2003) .....................................................................................32
In re Hyperion Sec. Litig.,

1995 WL 422480 (S.D.N.Y. July 14, 1995), aff’d, 98 F.3d 2 (2d Cir. 1996) .........................31
In re JD Edwards World Sols. Co.,

87 S.W.3d 546 (Tex. 2002)......................................................................................................23
In re Perry,
404 B.R. 196 (Bankr. S.D. Tex. 2009) ........................................................................30, 31, 36
In re Towers Fin. Corp. Noteholders Litig.,

1996 WL 393579 (S.D.N.Y. July 15, 1996) ............................................................................31
ITT Commercial Fin. Corp. v. Riehn,

796 S.W.2d 248 (Tex. App.—Dallas 1990, no writ) ...............................................................18
ITW Glob. Invs. Inc. v. Am. Indus. Partners Capital Fund IV, L.P.,
2015 WL 3970908 (Del. Super. Ct. June 24, 2015) ................................................................27
Jordan v. Tindel,
1998 WL 12669 (Tex. App.—Dallas Jan. 15, 1998, no pet.) ..................................................29
JPMorgan Chase Bank, N.A. v. Orca Assets G.P., L.L.C.,

546 S.W.3d 648 (Tex. 2018)..............................................................................................20, 21
Lau v. Reeder,
2016 WL 4371813 (Tex. App.—Dallas Aug. 16, 2016, pet. denied), reh’g
denied (Nov. 17, 2016) ............................................................................................................26
Ligon v. Deloitte, Haskins & Sells,

957 F.2d 546 (8th Cir. 1992) ...................................................................................................35
LVI Group Invs., LLC v. NCM Group Holdings, LLC,

2018 WL 1559936 (Del. Ch. Mar. 28, 2018)...........................................................................27
Marshall v. Priceline.com Inc.,

2010 WL 1068197 (Del. Super. Ct. Mar. 8, 2010), aff’d, 7 A.3d 485 (Del.
2010) ........................................................................................................................................18
Martinez Tapia v. Chase Manhattan Bank, N.A.,

149 F.3d 404 (5th Cir. 1998) .............................................................................................36, 37
Mathews v. Kidder, Peabody & Co., Inc.,

260 F.3d 239 (3d Cir. 2001)...............................................................................................31, 39
Mauskar v. Hardgrove,
2003 WL 21403464 (Tex. App.—Houston [14th Dist.] June 19, 2003, no pet.) ....................37
DEFENDANTS’ MOTION FOR SUMMARY JUDGMENT Page v

McGill v. Goff,
17 F.3d 729 (5th Cir. 1994), overruled on other grounds by Kansa
Reinsurance Co. v. Cong. Mortg. Co., 20 F.3d 1362 (5th Cir. 1994)......................................37
McGonagle v. Stewart Title Guar. Co.,

432 S.W.3d 535 (Tex. App.—Dallas 2014, pet. denied) .........................................................21
Methodist Healthcare Sys. of San Antonio, Ltd., v. Rankin,

307 S.W.3d 283 (Tex. 2010)..............................................................................................32, 33
Metro Commc’n Corp. BVI v. Advanced Mobilecomm Techs. Inc.,

854 A.2d 121 (Del. Ch. 2004)..................................................................................................20
Mikob Properties, Inc. v. Joachim,

Miller Glob. Props., LLC v. Marriott Int’l, Inc.,

Monsanto Co. v. Boustany,

73 S.W.3d 225 (Tex. 2002)......................................................................................................23
Myers v. Finkle,
950 F.2d 165 (4th Cir. 1991) ...................................................................................................35
Nat’l Prop. Holdings, L.P. v. Westergren,

453 S.W.3d 419 (Tex. 2015)............................................................................................ passim
O’Connor v. Atherio, Inc.,

2018 WL 2739037 (N.D. Tex. June 7, 2018) ..........................................................................27
Olkey v. Hyperion 1999 Term Tr., Inc.,

98 F.3d 2 (2d Cir. 1996)...........................................................................................................31
OpenGate Capital Group LLC v. Thermo Fisher Sci. Inc.,

2014 WL 3367675 (D. Del. July 8, 2014) ...............................................................................24
Pettiette v. New York Life Ins. Co.,

1993 WL 74759 (Tex. App.—Houston [14th Dist.] Mar. 18, 1993, no writ) .........................35
Phoenix Equity Group LLC v. BPG Justison P2 LLC,

2010 WL 1223619 (Del. Ch. Mar. 25, 2010)...........................................................................27
Pope v. Vial, Hamilton, Koch & Knox, L.L.P.,

2001 WL 243603 (Tex. App.—Dallas Mar. 13, 2001, no pet.) ...............................................29
Prairie Capital III, L.P. v. Double E Holding Corp.,

132 A.3d 35, 50 (Del. Ch. 2015)..............................................................................................27
DEFENDANTS’ MOTION FOR SUMMARY JUDGMENT Page vi

Progressive Int’l Corp. v. E.I. Du Pont de Nemours & Co.,
2002 WL 1558382 (Del. Ch. July 9, 2002)..............................................................................27
Provident Life & Accident Ins. Co. v. Knott,

128 S.W.3d 211 (Tex. 2003)....................................................................................................17
RAA Mgmt., LLC v. Savage Sports Holdings, Inc.,

45 A.3d 107, 118-19 (Del. 2012) .............................................................................................27
RAS Group, Inc. v. Rent-A-Ctr. E., Inc.,

335 S.W.3d 630 (Tex. App.—Dallas 2010, no pet.) ................................................................26
Republic Bank & Tr. Co. v. Bear Stearns & Co.,

683 F.3d 239 (6th Cir. 2012) ...................................................................................................37
Rhone-Poulenc Basic Chems. Co. v. Am. Motorists Ins. Co.,

616 A.2d 1192 (Del. 1992) ......................................................................................................18
Rowten v. Wall St. Brokerage, L.L.C.,

646 F. App’x 379 (5th Cir. 2016) ............................................................................................36
Schellenberg v. First State Bank Cent. Tex.,

2014 WL 6602284 (Tex. App.—Corpus Christi Nov. 20, 2014, no pet.) ...............................34
Schlumberger Tech. Corp. v. Swanson,

959 S.W.2d 171 (Tex. 1997)....................................................................................................25
Seureau v. ExxonMobil Corp.,

274 S.W.3d 206 (Tex. App.—Houston [14th Dist.] 2008, no pet.) .........................................34
Simmons v. Flores,
838 S.W.2d 287 (Tex. App.Texarkana 1992, writ denied) ..................................................17
Small Ventures USA, L.P. v. Rizvi Traverse Mgmt., LLC,

2012 WL 4621130 (S.D. Tex. Oct. 2, 2012)............................................................................24
Stanfield v. Neubaum,
494 S.W.3d 90 (Tex. 2016)......................................................................................................17
Sterling Tr. Co. v. Adderley,

168 S.W.3d 835 (Tex. 2005)....................................................................................................30
Taylor v. Prudential Ins. Co.,

2003 WL 21314254 (S.D. Ind. May 7, 2003) ..........................................................................31
Topalian v. Ehrman,
954 F.2d 1125 (5th Cir. 1992) .................................................................................................37
Transdigm Inc. v. Alcoa Glob. Fasteners, Inc.,

2013 WL 2326881 (Del. Ch. May 29, 2013) ...........................................................................24
DEFENDANTS’ MOTION FOR SUMMARY JUDGMENT Page vii

Weaver & Tidwell, L.L.P. v. Guarantee Co. of N. Am. USA,
427 S.W.3d 559 (Tex. App.—Dallas 2014, pet. denied) ...................................................34, 39
Weil v. Morgan Stanley DW Inc.,

877 A.2d 1024 (Del. Ch. 2005), aff’d, 894 A.2d 407 (Del. 2005) ...........................................24
Wiggs v. Summit Midstream Partners, LLC,

2013 WL 1286180 (Del. Ch. Mar. 28, 2013)...........................................................................18
WorkFlex Sols., LLC v. Fifth Third Bank,

2017 WL 3392766 (Tex. App.—Dallas Aug. 8, 2017, no pet.)...............................................18
Statutes
Del. Code Ann. tit. 6, § 17-803 ......................................................................................................20
Tex. Civ. Prac. Rem. Code § 16.004 .............................................................................................34
Tex. Rev. Civ. Stat. Ann. art. 581-33A....................................................................................28, 30
Tex. Rev. Civ. Stat. Ann. art. 581-33H........................................................................32, 33, 34, 39
Other Authorities
Restatement (Second) Conflict of Laws § 186 ..............................................................................24
Restatement (Second) Conflicts of Law § 204 ..............................................................................24
Tex. R. Civ. P. 166a .......................................................................................................................17
DEFENDANTS’ MOTION FOR SUMMARY JUDGMENT Page viii

Defendants BP Capital Energy Equity Fund II, L.P., BP Capital Management, L.P., TBP
Investments Management, L.L.C., BP Capital Energy Equity Fund Master II, L.P., BP Capital
International Management, Inc., Thomas Boone Pickens (“Pickens”), Robert Stillwell
(“Stillwell”), Ronald Bassett (“Basset”), and Brian Bradshaw (“Bradshaw”) (collectively,
“Defendants”) file their Motion for Summary Judgment and would respectfully show the Court
as follows.
INTRODUCTION AND SUMMARY OF ARGUMENT
Investments in hedge funds are risky, and it is no surprise that investors in an energy-
focused fund lost money during time periods that included the 2008 global financial crisis and
the 2014-2016 crash in oil prices. What is surprising is when investors file a lawsuit that is flatly
disproven by the investors’ own signed agreements and written representations. That is the case
here. Plaintiffs’ claims fail as a matter of law based on the controlling written documents,
without the need for any discovery.
Plaintiffs are sophisticated investors (a former investment professional and his family
investment partnership) that owned more than $5 million in investments. They chose to make an
investment in “SPECULATIVE SECURITIES” involving “A SUBSTANTIAL DEGREE OF
RISK” and represented in writing that they were sufficiently knowledgeable and experienced to
evaluate the risks of the investment. Those risks were disclosed at length in written offering
documents that Plaintiffs represented they carefully reviewed and understood.
In their lawsuit, Plaintiffs claim they invested in BP Capital Energy Equity Fund II, L.P.
(“BP Equity” or the “Fund”) in reliance on oral representations. More specifically, Plaintiffs
claim they were told the most they could lose in commodities trading would be 10% of their
investment. Petition (“Pet.”) ¶¶ 18-22, 49.
DEFENDANTS’ MOTION FOR SUMMARY JUDGMENT Page 1

Plaintiffs’ claims cannot be squared with their own written agreements and
representations. The written documents expressly reflect that losses on commodities were not
limited to 10%:
• “Since energy-related commodity futures contracts are typically traded on margin,

this ten percent (10%) allocation of Fund II’s assets represents only the initial
amount of margin required to be deposited with broker(s) in order for Fund II to
establish such positions. Fund II may lose more than its initial margin deposit on
any particular commodity trade.”
• “Fund II currently invests a portion of its assets in commodities, futures contracts,
options on futures contracts and in other products that may be traded on
commodities exchanges . . . Because of the low margin deposits normally required in
futures trading, an extremely high degree of leverage is common in a futures trading
account. As a result, a relatively small price movement in a futures contract may
result in substantial losses. Similar to other leveraged investments, any purchase or
sale of a futures contract may result in losses in excess of the amount invested.”
• “Since commodity futures contracts are typically traded on ‘margin’ (meaning that a
small amount of capital can be used to invest in contracts of much greater value), the
ten percent (10%) allocation referred to above represents only the portion of Fund II’s
assets allocated to pay the initial margin deposits required to establish a position.
Fund II may lose more than its initial margin deposit on a trade and, consequently,
more than ten percent (10%) of its assets are subject to risk of loss due to
investments in commodity-related futures contracts.”
The written documents also reflect that Plaintiffs were not relying and could not rely on any oral
representations:
• “The Investor acknowledges that it has made an independent decision to subscribe for
an Interest and that, in making its decision to subscribe for an Interest, the Investor
has relied solely upon the Fund Documents and any independent investigations
made by the Investor and/or its representatives. The Investor has not relied on any
information, representation or statement (written or oral) with respect to the Fund
other than those expressly set forth in the Fund Documents, and the Investor
acknowledges that no Fund Party has made, or is making, a recommendation or
providing investment advice to the Investor regarding an investment in the Fund.”
• “NO PERSON HAS BEEN AUTHORIZED TO GIVE ANY INFORMATION OR
TO MAKE ANY STATEMENTS OR REPRESENTATIONS (WRITTEN OR
ORAL) THAT ARE INCONSISTENT WITH THE RISK DISCLOSURES AND
OTHER STATEMENTS MADE IN THE OFFERING DOCUMENTS.
PROSPECTIVE INVESTORS ARE CAUTIONED AGAINST RELYING ON
INFORMATION OR REPRESENTATIONS FROM ANY OTHER SOURCE.”
These and other written documents foreclose all of Plaintiffs’ claims as a matter of law.

Plaintiffs’ breach of contract claims fail because the written contracts do not impose any
restrictions on the Fund’s trading strategy, and affirmatively reflect that losses on commodities
would not be limited to 10%. In addition, the one defendant they sue for breach of contract is an
entity that has been dissolved and cannot be sued under controlling Delaware law.
Plaintiffs’ common law tort claims fail for lack of justifiable reliance. Plaintiffs could
not, as a matter of law, have justifiably relied on an alleged oral representation that contradicts
the written contract. They also disclaimed reliance on any oral representations, which bars their
claims under controlling Delaware law.
Plaintiffs’ claims under the Texas Securities Act fail because Defendants did not sell
securities by means of an untrue statement of material fact. The securities were sold by means of
offering documents that plainly disclosed losses on commodities would not be limited to 10%,
and no reasonable investor would consider an alleged oral representation to be material where it
contradicted the written documents on which the investor was representing it was solely relying.
In addition to failing as a matter of law on the merits, many of Plaintiffs’ claims are
untimely under the applicable statutes of repose or limitations. Plaintiffs were on notice long
ago, from the offering documents as well as from updates on the Fund’s financial performance,
that losses on commodities were not limited to 10%.
Each of Plaintiffs’ claims fails as a matter of law, and summary judgment can and should
be entered in favor of Defendants.

Weaver & Tidwell, L.L.P. v. Guarantee Co. of N. Am. USA,
427 S.W.3d 559 (Tex. App.—Dallas 2014, pet. denied) ...................................................34, 39
Weil v. Morgan Stanley DW Inc.,

877 A.2d 1024 (Del. Ch. 2005), aff’d, 894 A.2d 407 (Del. 2005) ...........................................24
Wiggs v. Summit Midstream Partners, LLC,

2013 WL 1286180 (Del. Ch. Mar. 28, 2013)...........................................................................18
WorkFlex Sols., LLC v. Fifth Third Bank,

2017 WL 3392766 (Tex. App.—Dallas Aug. 8, 2017, no pet.)...............................................18
Statutes
Del. Code Ann. tit. 6, § 17-803 ......................................................................................................20
Tex. Rev. Civ. Stat. Ann. art. 581-33A....................................................................................28, 30
Tex. Rev. Civ. Stat. Ann. art. 581-33H........................................................................32, 33, 34, 39
Other Authorities
Restatement (Second) Conflicts of Law § 204 ..............................................................................24
Tex. R. Civ. P. 166a .......................................................................................................................17
DEFENDANTS’ MOTION FOR SUMMARY JUDGMENT Page viii

Defendants BP Capital Energy Equity Fund II, L.P., BP Capital Management, L.P., TBP
Investments Management, L.L.C., BP Capital Energy Equity Fund Master II, L.P., BP Capital
International Management, Inc., Thomas Boone Pickens (“Pickens”), Robert Stillwell
(“Stillwell”), Ronald Bassett (“Basset”), and Brian Bradshaw (“Bradshaw”) (collectively,
“Defendants”) file their Motion for Summary Judgment and would respectfully show the Court
as follows.
INTRODUCTION AND SUMMARY OF ARGUMENT
Investments in hedge funds are risky, and it is no surprise that investors in an energy-
focused fund lost money during time periods that included the 2008 global financial crisis and
the 2014-2016 crash in oil prices. What is surprising is when investors file a lawsuit that is flatly
disproven by the investors’ own signed agreements and written representations. That is the case
here. Plaintiffs’ claims fail as a matter of law based on the controlling written documents,
without the need for any discovery.
Plaintiffs are sophisticated investors (a former investment professional and his family
investment partnership) that owned more than $5 million in investments. They chose to make an
investment in “SPECULATIVE SECURITIES” involving “A SUBSTANTIAL DEGREE OF
RISK” and represented in writing that they were sufficiently knowledgeable and experienced to
evaluate the risks of the investment. Those risks were disclosed at length in written offering
documents that Plaintiffs represented they carefully reviewed and understood.
In their lawsuit, Plaintiffs claim they invested in BP Capital Energy Equity Fund II, L.P.
(“BP Equity” or the “Fund”) in reliance on oral representations. More specifically, Plaintiffs
claim they were told the most they could lose in commodities trading would be 10% of their
investment. Petition (“Pet.”) ¶¶ 18-22, 49.

Plaintiffs’ claims cannot be squared with their own written agreements and
representations. The written documents expressly reflect that losses on commodities were not
limited to 10%:
• “Since energy-related commodity futures contracts are typically traded on margin,

establish such positions. Fund II may lose more than its initial margin deposit on
any particular commodity trade.”
• “Fund II currently invests a portion of its assets in commodities, futures contracts,
options on futures contracts and in other products that may be traded on
commodities exchanges . . . Because of the low margin deposits normally required in
futures trading, an extremely high degree of leverage is common in a futures trading
result in substantial losses. Similar to other leveraged investments, any purchase or
sale of a futures contract may result in losses in excess of the amount invested.”
small amount of capital can be used to invest in contracts of much greater value), the
ten percent (10%) allocation referred to above represents only the portion of Fund II’s
assets allocated to pay the initial margin deposits required to establish a position.
Fund II may lose more than its initial margin deposit on a trade and, consequently,
more than ten percent (10%) of its assets are subject to risk of loss due to
investments in commodity-related futures contracts.”
The written documents also reflect that Plaintiffs were not relying and could not rely on any oral
representations:
• “The Investor acknowledges that it has made an independent decision to subscribe for
an Interest and that, in making its decision to subscribe for an Interest, the Investor
has relied solely upon the Fund Documents and any independent investigations
made by the Investor and/or its representatives. The Investor has not relied on any
information, representation or statement (written or oral) with respect to the Fund
other than those expressly set forth in the Fund Documents, and the Investor
acknowledges that no Fund Party has made, or is making, a recommendation or
providing investment advice to the Investor regarding an investment in the Fund.”
• “NO PERSON HAS BEEN AUTHORIZED TO GIVE ANY INFORMATION OR
TO MAKE ANY STATEMENTS OR REPRESENTATIONS (WRITTEN OR
ORAL) THAT ARE INCONSISTENT WITH THE RISK DISCLOSURES AND
OTHER STATEMENTS MADE IN THE OFFERING DOCUMENTS.
PROSPECTIVE INVESTORS ARE CAUTIONED AGAINST RELYING ON
INFORMATION OR REPRESENTATIONS FROM ANY OTHER SOURCE.”
These and other written documents foreclose all of Plaintiffs’ claims as a matter of law.

Id. at Q-3; see also id. § 5(h) (“The undersigned is knowledgeable and experienced in evaluating
investments and experienced in financial and business matters and is capable of evaluating the
merits and risks of investing in the Limited Partner Interests.”).
Floyd Partners made three additional investments in July 2006, August 2006, and
November 2007, totaling approximately $1.675 million. 7 Exs. A-7 – A-9 (Letter Agreements).
In 2009, Floyd Partners made two transfers totaling $200,000 of its investment in the Fund to
another hedge fund managed by TBP Investments that invested solely in commodities—BP
Capital Energy Fund II, L.P. (the “Commodities Fund”). Ex. A (Grant Aff.) ¶ 13; Exs. A-11 –
A-12 (Requests for Withdrawal). 8 In April 2012, Floyd Partners withdrew the remainder of its
investment in BP Equity. Ex. A-13 (Withdrawal Notice).
Hennick invested $872,000 in the Fund in his own name as of June 1, 2014. Ex. A-2
(Hennick Documents). In subscribing for his investment in the Fund, Hennick represented in
writing that he owned not less than $5 million of investments. Id. He also once again confirmed
that he had “such knowledge and experience in financial and business matters such that the
investor is capable of evaluating the merits and risks associated with an investment in the Fund
and is able to bear such risks[.]” Ex. A-1 (Hennick Agreement) § 4(c).
In January 2015, Hennick transferred $200,000 of his investment to the Commodities
Fund, see Ex. A-14 (Request for Withdrawal), thereby choosing again to increase his exposure to
commodities trading. When the Fund dissolved in late 2017, BP Equity returned to Hennick the
value of his remaining interest. Ex. A (Grant Aff.) ¶ 8; see also supra note 2.
7
Floyd Partners made these additional investments through letter agreements that incorporated by reference the
terms and conditions of the documentation associated with the original investment. See Exs. 7-9 (Letter
Agreements).
8
Floyd Partners also withdrew $200,000 of its investment in 2008. See Ex. A (Grant Aff.) ¶ 12; Ex. A-10
(Withdrawal Notices).

III. Plaintiffs entered into a subscription agreement and partnership agreement
governed by Delaware law.
In making their investments in the Fund, Plaintiffs each executed a subscription
agreement (the “Floyd Partners Agreement,” the “Hennick Agreement,” and collectively, the
“Subscription Agreements”). See Ex. A-1 (Hennick Agreement); Ex. A-2 (Hennick Documents);
Ex. A-3 (Floyd Partners Agreement). The Subscription Agreements described the terms on
which Plaintiffs were agreeing to invest in the Fund, including the terms set forth and described
in the Fund’s Amended and Restated Agreement of Limited Partnership (the “Partnership
Agreement”), the Amended and Restated Agreement of Exempted Limited Partnership of the
Master Fund (the “Master Fund Agreement”), and the offering memorandum for the Fund
(collectively, the “Fund Documents”). Ex. A-1 (Hennick Agreement) at 1; Ex. A-3 (Floyd
Partners Agreement) at 3, § 5(b).
Plaintiffs agreed that the Subscription Agreements would be governed and construed in
accordance with Delaware law. Ex. A-1 (Hennick Agreement) § 19; Ex. A-3 (Floyd Partners
Agreement) § 13. In the Partnership Agreement, they also agreed that Fund partners’ relative
rights and obligations would be governed by Delaware law. Ex. A-18 (Partnership Agreement) §
11.2.
IV. Plaintiffs represented in the Subscription Agreements that they received, carefully
reviewed, and understood the offering memoranda.
The offering memoranda referenced in the Subscription Agreements contained detailed
information regarding the nature of an investment in the Fund and discussed in great detail the
corresponding risks. In their signed Subscription Agreements, Plaintiffs each represented that
they had received, carefully reviewed, and understood the offering memorandum (among other
documents):

Plaintiffs’ breach of contract claims fail because the written contracts do not impose any
restrictions on the Fund’s trading strategy, and affirmatively reflect that losses on commodities
would not be limited to 10%. In addition, the one defendant they sue for breach of contract is an
entity that has been dissolved and cannot be sued under controlling Delaware law.
Plaintiffs’ common law tort claims fail for lack of justifiable reliance. Plaintiffs could
not, as a matter of law, have justifiably relied on an alleged oral representation that contradicts
the written contract. They also disclaimed reliance on any oral representations, which bars their
claims under controlling Delaware law.
Plaintiffs’ claims under the Texas Securities Act fail because Defendants did not sell
securities by means of an untrue statement of material fact. The securities were sold by means of
offering documents that plainly disclosed losses on commodities would not be limited to 10%,
and no reasonable investor would consider an alleged oral representation to be material where it
contradicted the written documents on which the investor was representing it was solely relying.
In addition to failing as a matter of law on the merits, many of Plaintiffs’ claims are
untimely under the applicable statutes of repose or limitations. Plaintiffs were on notice long
ago, from the offering documents as well as from updates on the Fund’s financial performance,
that losses on commodities were not limited to 10%.
Each of Plaintiffs’ claims fails as a matter of law, and summary judgment can and should
be entered in favor of Defendants.

STATEMENT OF FACTS
I. The Fund was a Delaware hedge fund with a substantial degree of risk intended
only for sophisticated investors.
This case relates to Plaintiffs’ investment in the BP Capital Energy Equity Fund II hedge
fund, which focused on investments in the energy markets. See generally Pet. As is common in
the hedge fund industry, it was organized with a “master-feeder structure.” Exhibit (“Ex.”) A-4
(2011 Offering Memorandum) at 1. Qualified domestic investors, like Plaintiffs, could invest
through a domestic feeder fund, BP Equity. The Fund in turn invested substantially all of its
assets in BP Capital Energy Equity Fund Master II, L.P. (the “Master Fund”), which made the
actual energy investments. See id. at 1-2. 1 Gains and losses in the investments accrued to the
Fund and the limited partners of the Fund, like Plaintiffs, through the Fund’s ownership interest
in the Master Fund. See id.
The Fund was organized as a Delaware limited partnership, and investors like Plaintiffs
were admitted as limited partners of the Fund. See id. at 2-3; Pet. ¶ 3. 2 The Fund was managed
by its general partner, BP Capital Management, L.P. (“BP Capital Management”), which is also
a Delaware limited partnership. See Ex. A-4 (2011 Offering Memorandum) at 1. 3 Its general
partner, TBP Investments Management, L.L.C. (“TBP Investments”), a Delaware limited
liability company, served as the investment manager for BP Equity and the Master Fund
pursuant to an investment management agreement. Id. 4
1
Another feeder fund, which pooled capital from foreign investors, also invested in the Master Fund. Ex. A-4
(2011 Offering Memorandum) at 1-2.
2
In late 2017, the Fund began a wind-up and dissolution process and filed a certificate of cancellation with the
Delaware Secretary of State on April 2, 2018. Ex. A (Grant Aff.) ¶ 8; Ex. A-6 (Certificate of Cancellation).
3
BP Capital Management also served as the managing general partner of the Master Fund. Ex. A-4 (2011
Offering Memorandum) at 1. The administrative general partner of the Master Fund was BP Capital International
Management, Inc. Id. at 29.
4
Pickens, Stillwell, Bassett, and Bradshaw were at times principals of TBP Investments. See Pet. ¶¶ 8-11.

above represents only the portion of Fund II’s assets allocated to pay the initial
margin deposits required to establish a position. Fund II may lose more than its
initial margin deposit on a trade and, consequently, more than ten percent
(10%) of its assets are subject to risk of loss due to investments in commodity-
related futures contracts.
***
Use of Leverage. Fund II and the certain of the companies in which Fund II
invests may have significant leverage. The use of leverage, which exposes the
borrower to changes in price at a ratio higher than 1:1 in reference to the
amount invested, magnifies both the favorable and the unfavorable effects of
price movement in investments.
***
Since energy-related commodity futures contracts are typically traded on margin,

establish such positions. Fund II may lose more than its initial margin deposit
on any particular commodity trade.
Ex. A-4 (2011 Offering Memorandum) at 19-20, 26 (emphasis added). The 2005 Memorandum
contained similar warnings:
Use of Leverage. The use of leverage, which exposes the borrower to changes in
price at a ratio higher than 1:1 in reference to the amount invested, magnifies
both the favorable and the unfavorable effects of price movement in
investments. Fund II and the [sic] certain of the companies in which Fund II may
invest may have significant leverage.
***
Futures Contracts. Fund II intends to invest a substantial portion of its assets

in commodities futures contracts, options on futures contracts and in other
products . . . Because of the low margin deposits normally required in futures
trading, an extremely high degree of leverage is common in a futures trading
result in substantial losses. Similar to other leveraged investments, any purchase
or sale of a futures contract may result in losses in excess of the amount
invested.
***
Fund II currently intends to allocate approximately ninety percent (90%) of Fund

II’s assets to the equity markets in stocks of companies engaged in the energy,
natural resources and energy-dependent industries and the remaining ten percent

The Fund was intended only for sophisticated investors who met the SEC’s definition of
an “accredited investor” or “qualified purchaser,” could evaluate and assume the risk of loss
associated with a highly risky hedge fund investment, and could afford to lose their entire
investment (generally a minimum of $1 million). E.g. id. at i-ii, 2, 9, 17-18, 24-25. As investors
were repeatedly informed:
LIMITED PARTNER INTERESTS ARE SPECULATIVE SECURITIES, AND

THIS OFFERING INVOLVES SUBSTANTIAL RISKS AND CERTAIN
MATERIAL CONFLICTS OF INTEREST (SEE “RISK FACTORS” AND
“CONFLICTS OF INTEREST”) AND SHOULD BE CONSIDERED ONLY BY
THOSE PERSONS WHO CAN AFFORD THE RISK OF LOSS OF THEIR
ENTIRE INVESTMENT.
***
An investment in Fund II involves a substantial degree of risk and is intended

and appropriate only for Limited Partners whose sophistication and financial
resources are sufficient to enable them to evaluate such an investment and to
assume such risks, including the risk of complete loss of their investment.
***
Investment Risks in General. Fund II’s investments, by their nature, involve a

high degree of financial risk. In making investments, the Manager utilizes highly
speculative investment techniques, including extremely high leverage, highly
concentrated portfolios, junior securities positions, control positions and illiquid
investments.
Id. at ii, 17-18 (emphasis added); see also Ex. A-5 (2005 Memorandum) at ii, 10.
II. Plaintiffs are sophisticated investors who confirmed, in writing, that they had the
knowledge and experience necessary to evaluate the risks of investing in the Fund.
Plaintiff Mark Hennick (“Hennick”) is an experienced and sophisticated investor. In the
1980s, he became a registered securities broker with the National Association of Securities
Dealers (“NASD”) and worked at several securities brokerage firms. Ex. B-1 (BrokerCheck

Report) at 5. 5 As part of his work in the securities industry he passed a number of
industry/product exams, a securities agent state law exam, and a principal/advisory exam. Id. at
4. One of the exams he passed was the National Commodity Futures Examination (Series 3), id.,
which covers a broad set of subject areas relating to commodity investments, including futures
trading theory, risk, leverage, futures margins, and commodity speculation, among others. 6
Hennick initially invested $1 million in the Fund as of May 1, 2006 through his family
investment partnership, Plaintiff Floyd Partners Limited Partnership (“Floyd Partners”). See Ex.
A-3 (Floyd Partners Agreement) at 13. In subscribing for an investment in the Fund, Hennick
represented in writing that Floyd Partners owned total assets in excess of $5 million. Id. at Q-5 –
Q-6. He also repeatedly confirmed that he had the knowledge and experience in financial
matters to evaluate the merits and risks of an investment in the Fund:
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5
In 1991, the NASD apparently found that Hennick violated rules of fair practice, censured him, fined him
$100,000, and barred him from future association in any capacity with any NASD member. Ex. B-1 (BrokerCheck
Report) at 7-8.
6
See National Futures Association, Examination Subject Areas: National Commodity Futures Examination
Series 3, available at https://www.nfa.futures.org/registration-membership/study-outlines/SO-Series3.pdf.

VII. The quarterly update letters regarding the Fund’s performance further reflected
that commodity investment positions accounted for a substantial portion of the
Fund’s gains and losses.
Consistent with the disclosures in the Offering Memoranda that losses on commodities
were not limited to 10%, the reports to investors regarding the Fund’s performance further put
Plaintiffs on notice of that fact. On a quarterly basis, the Fund posted letters on a confidential
website accessible by investors, including Plaintiffs. Ex. A (Grant Aff.) ¶ 23. 14 A number of the
quarterly letters to investor reflected that losses (and gains) experienced by the Fund from
commodities investments exceeded 10% of the Fund’s value:
• “The Fund was down 21% net for the first quarter. The Fund came into the year with
a small net long position in equities and crude oil and a larger short position in natural
gas. The majority of the loss for the quarter was due to being short natural gas during
February and early March.” Ex. A-21 (1st Quarter 2008 Letter).
• “The Fund was up 48.1% net for the second quarter. . . . While the Fund had gains
from both equity and commodity trading during the quarter, the largest driver of
performance came from commodities.” Ex. A-22 (2nd Quarter 2008 Letter).
• “The Fund was down approximately 52% net for the quarter, driven by losses in both
equity and commodity trading. July was down approximately 35% and was driven by
declining natural gas prices, as described in the update letter previously released.” Ex.
A-23 (3rd Quarter 2008 Letter).
• “Approximately 60% of the full year loss was attributable to equity trading and
approximately 40% of the loss was attributable to commodity trading.” Ex. A-24 (4th
Quarter 2008 Letter). The same letter indicated that the Fund was down 62% for the
year. Id.
The quarterly letters also regularly and repeatedly highlighted that commodity investment
positions accounted for a substantial portion (far more than 10%) of the Fund’s gains and losses:
• “Funds I and II ended the quarter with a gain of 10.4% net. . . . The majority of our
profits were made by the commodity performance rather than equities during the
second quarter.” Ex. A-25 (2nd Quarter 2006 Letter).
14
In their subscription documents, Plaintiffs selected confidential website access as their preferred method of
communication. Ex. A-2 (Hennick Documents); Ex. A-3 (Floyd Partners Agreement) at A-1; see also Ex. A-1
(Hennick Agreement) § 12.

• “The Fund was up approximately 9.8% net during the quarter, giving the Fund a net
return of 24.4% for the year. . . . Annual performance was slightly weighted to equity
trading. However, commodity trading was a much larger contributor to performance
in the fourth quarter.” Ex. A-26 (4th Quarter 2007 Letter).
• “The Equity Fund was up 2% for 2010. The small gain was driven by equity
performance of approximately 8% and negative performance of approximately -6%
from commodity trading and management fees.” Ex. A-27 (4th Quarter 2010 Letter).
• “The Fund was down approximately 16.1% for the second quarter of 2012. The
quarter was marked by poor performance in both equity and commodity positions. . . .
The Fund entered the quarter net long about 40%, which was split fairly evenly
between equities and commodities.” Ex. A-28 (2nd Quarter 2012 Letter).
• “The Equity Fund was up approximately 12% for the first quarter of 2013. The Fund
was profitable on both equity and commodity investments for the quarter, with
approximately 55% of the performance attributable to equity positions and 45%
attributable to commodity positions.” Ex. A-29 (1st Quarter 2013 Letter).
• “The equity fund was down approximately 6.0% for the second quarter 2013 . . . .
The negative quarterly performance was primarily attributable to commodity trading.
Equity performance was also negative for the quarter but only to a small extent.” Ex.
A-30 (2nd Quarter 2013 Letter).
• “The Equity Fund was up approximately 8% for 2013. The Fund was profitable on
both commodity and equity trading, but the majority of gains came from commodity
trading.” Ex. A-31 (4th Quarter 2013 Letter).
VIII. Plaintiffs now seek to backtrack on their own written representations and claim
they relied on alleged oral representations that are contradicted by the Offering
Memoranda and other information provided by the Fund.
Despite having represented in writing that they were not relying on any oral
representations when making their investments in the Fund, Plaintiffs now claim in their lawsuit
that they relied on alleged oral representations. See Pet. Moreover, the oral representations on
which they claim to have relied—that losses from commodities trading would be limited to 10%
of the investment—are flatly contradicted by the Offering Memoranda and the quarterly update
letters. The reality is that Hennick invested in an energy-focused hedge fund during the 2008

financial crisis and the 2014-2016 crash in oil prices, 15 and the investments did not pan out as he
hoped. This lawsuit is nothing more than a last-ditch and fatally flawed effort to recoup losses
for which Plaintiffs knowingly assumed the risk.
SUMMARY JUDGMENT GROUNDS
• Plaintiffs’ breach of contract claims fail as a matter of law because the written contracts
did not impose restrictions on the Fund’s trading strategy, and affirmatively reflect that
losses on commodities could exceed 10%.
• Plaintiffs’ breach of contract claims fail as a matter of law because BP Equity has been
dissolved and lacks capacity to be sued.
• Plaintiffs’ common law tort claims fail as a matter of law because Plaintiffs could not
have justifiably relied on an alleged oral representation contradicted by the written
contracts.
• Plaintiffs’ common law tort claims fail as a matter of law because Plaintiffs disclaimed
reliance on any alleged oral representation.
• Plaintiffs’ Texas Securities Act claims fail as a matter of law because Defendants did not
sell any securities “by means of” any alleged oral representation.
• Plaintiffs’ Texas Securities Act claims fail as a matter of law because the alleged oral
representation on which their claims are based could not have been material.
• Plaintiff Floyd Partners’ Texas Securities Act claim is barred by the five-year statute of
repose and the three-year statute of limitations.
• Plaintiff Floyd Partners’ common-law claims are barred by the applicable statute of
limitations.
• Plaintiff Hennick’s Texas Securities Act and negligent misrepresentation claims are
barred by the applicable statute of limitations.
15
During the 2008 financial crisis, the price of oil (WTI Spot Price) dropped from $145.16/barrel in July 2008 to a
low of $30.28/barrel in December 2008. See U.S. Energy Information Administration, Petroleum & Other Liquids,
Cushing, OK WTI Spot Price FOB, available at https://www.eia.gov/dnav/pet/hist/RWTCD.htm. Similarly, when
Hennick invested in May 2014, the price of oil was at $103.40/barrel, which dropped to a low of $26.19/barrel in
February 2016. Id.

ARGUMENT AND AUTHORITIES
I. Summary Judgment Standard.
A defendant-movant is entitled to traditional summary judgment upon showing that
“there is no genuine issue as to any material fact and [the movant] is entitled to judgment as a
matter of law.” Tex. R. Civ. P. 166a(c); Provident Life & Accident Ins. Co. v. Knott, 128 S.W.3d
211, 215-16 (Tex. 2003). When a defendant conclusively negates at least one element of the
Plaintiff’s claim or establishes each element of an affirmative defense, no genuine issue of
material fact exists. Cathey v. Booth, 900 S.W.2d 339, 341 (Tex. 1995). Once the movant
produces evidence entitling it to summary judgment by negating an element of a claim or
establishing each element of an affirmative defense, the burden shifts to the non-movant to
present evidence creating a material fact issue. Stanfield v. Neubaum, 494 S.W.3d 90, 96-97
(Tex. 2016). All uncontroverted summary-judgment evidence presented by the movant must be
taken as true. Simmons v. Flores, 838 S.W.2d 287, 289 (Tex. App.Texarkana 1992, writ
denied).
II. Plaintiffs’ breach of contract claims fail as a matter of law.
A. The written contracts do not impose restrictions on the Fund’s trading

strategy and affirmatively reflect that losses from commodities could exceed
10%.
Plaintiffs assert breach of “a written contract” with BP Equity that allegedly required that
the Fund invest within “certain parameters,” including limits on the amounts invested in
commodities. Pet. ¶ 40. These claims fail as a matter of law because the written contracts
contained no such limitations, and affirmatively reflect that losses from commodities could
exceed 10%.

Under Delaware law, which controls pursuant to the parties’ choice-of-law provisions in
the Subscription Agreements (and the Partnership Agreement), 16 a breach of contract claim fails
as a matter of law where the contract does not contain the obligation that the plaintiff claims was
breached. See Wiggs v. Summit Midstream Partners, LLC, 2013 WL 1286180, at *8 n.87 (Del.
Ch. Mar. 28, 2013) (“elements of a breach of contract” include “a contractual obligation” and “a
breach of that obligation by the defendant”); Marshall v. Priceline.com Inc., 2010 WL 1068197,
at *4 (Del. Super. Ct. Mar. 8, 2010) (granting summary judgment because “there [was] nothing
in the contract . . . obligating Priceline to employ a particular method for calculating taxes and
fees.”), aff’d, 7 A.3d 485 (Del. 2010); see also Rhone-Poulenc Basic Chems. Co. v. Am.
Motorists Ins. Co., 616 A.2d 1192, 1195 (Del. 1992) (“The proper construction of any contract
… is purely a question of law.”). 17
That basic principle is fatal to Plaintiffs’ claims here because the written contracts did not
impose any limitations on the amount of capital that could be invested in commodities. Plaintiffs
agreed in the Subscription Agreements to invest “upon the terms and subject to the conditions set
forth in” and “described” in the Partnership Agreement and the Offering Memoranda. Ex. A-1
(Hennick Agreement) at 1; Ex. A-3 (Floyd Partners Agreement) at 3, § 5(b). 18 The Partnership
Agreement placed full authority and discretion in the hands of BP Capital Management to
16
See supra, Statement of Facts, Part III; e.g., WorkFlex Sols., LLC v. Fifth Third Bank, 2017 WL 3392766, at *2
(Tex. App.—Dallas Aug. 8, 2017, no pet.) (“The parties chose Ohio law to govern the construction of the Contract,
therefore we look to Ohio law for the appropriate rules of contract construction.”).
17
The same is true under Texas law. E.g., Gilford v. Texas First Bank, 2014 WL 3408698, at *5 (Tex. App.—
Houston [1st Dist.] July 10, 2014, pet. denied) (affirming summary judgment because bank was not contractually
obligated to provide overdraft service to customer); see also ITT Commercial Fin. Corp. v. Riehn, 796 S.W.2d 248,
254 n.3 (Tex. App.—Dallas 1990, no writ) (“Whether a contract has been breached is a question of law for the court,
not a jury question. . . . The trial court must examine the contract and determine what conduct is required of the
parties.”).
18
The Hennick Agreement further states: “In the event of a conflict between the terms or provisions of this
Agreement and any terms or provisions of the Partnership Agreement, the Partnership Agreement shall control.”
Ex. A-1 (Hennick Agreement) § 17 (emphasis added).

manage the business, including formulating investment strategies and selecting securities
(expressly defined to include commodities of any kind) without limitation. Ex. A-18 (Partnership
Agreement) Art. 6. 19 No limitations were imposed.
Likewise, the Offering Memoranda did not impose any limitation on the amount invested
in commodities. The Offering Memoranda described how the Fund “currently allocates” or
“currently intends to allocate” capital, but did not promise or represent that the allocations would
not change. See Ex. A-5 (2005 Memorandum) at 1, 16; Ex. A-4 (2011 Memorandum) at 2, 26.
In fact, Plaintiffs were expressly told:
• “THE INVESTMENT STRATEGIES AND PROCESSES OUTLINED ABOVE

REPRESENT THE MANAGER’S CURRENT INTENTIONS. DEPENDING UPON
CONDITIONS AND TRENDS IN THE SECURITIES AND COMMODITIES
MARKETS AND THE ECONOMY IN GENERAL, THE MANAGER MAY PURSUE
OTHER INVESTMENT STRATEGIES AND EMPLOY VARIOUS OTHER
INVESTMENT TECHNIQUES OR PROCESSES THAT IT CONSIDERS
APPROPRIATE AND IN THE BEST INTEREST OF FUND II WHETHER OR NOT
SPECIFICALLY OUTLINED OR DESCRIBED HEREIN.” Ex. A-4 (2011
Memorandum) at 27.
• “AS FUND II’S INVESTMENT PROGRAM DEVELOPS AND CHANGES OVER

TIME, AN INVESTMENT IN FUND II MAY BE SUBJECT TO ADDITIONAL AND
DIFFERENT RISK FACTORS.” Id. at 25.
Apart from placing no limitation or parameters on the Fund’s investments, the Offering
Memoranda setting forth the terms of the investment repeatedly told investors that “more than
ten percent (10%) of [the Fund’s] assets are subject to risk of loss due to investments in
commodity-related futures contracts.” Id. at 20 (emphasis added); see also Ex. A-5 (2005
Memorandum) at 13.
19
BP Capital Management was authorized to delegate this same power and authority as it saw fit, and did so
through an investment management agreement with TBP Investments. See Ex. A-18 (Partnership Agreement) §
6.1(d); Ex. A-4 (2011 Memorandum) at 1.

The written contracts on which Plaintiffs sue simply did not restrict the Fund’s
investments or obligate it to limit investments (much less losses) on commodities to 10% of
capital. Plaintiffs’ breach of contract claims accordingly fail as a matter of law.
B. BP Equity has been dissolved and lacks legal capacity to be sued.
BP Equity has been dissolved, and a notice of cancellation was filed with the Delaware
Secretary of State on April 2, 2018. Ex. A-6 (Certificate of Cancellation). BP Equity no longer
exists as a legal entity and lacks capacity to be sued. Del. Code Ann. tit. 6, § 17-803(b); see also
Metro Commc’n Corp. BVI v. Advanced Mobilecomm Techs. Inc., 854 A.2d 121, 138 (Del. Ch.
2004) (“Moreover, § 18–803(b) of the LLC Act provides that suit generally may be brought by
or against a limited liability company only until the certificate of cancellation is filed.”). As a
matter of law, Plaintiffs cannot bring their breach of contract claim against BP Equity (the sole
defendant against which the breach of contract claim is asserted). See Pet. ¶¶ 40.
III. Plaintiffs’ common law tort claims fail as a matter of law.
Plaintiffs’ claims for fraud, fraudulent inducement, and negligent misrepresentation
require that Plaintiffs show they relied on the alleged misrepresentation forming the basis of their
claims and that such reliance was “justifiable.” Chapter 7 Tr. Constantino Flores v. Strauss
Water Ltd., 2016 WL 5243950, at *7 (Del. Ch. Sept. 22, 2016); JPMorgan Chase Bank, N.A. v.
Orca Assets G.P., L.L.C., 546 S.W.3d 648, 653 (Tex. 2018). As a matter of law, Plaintiffs
cannot have justifiably relied on the alleged oral representation for two independent reasons: (i)
the alleged oral representation contradicts the written contracts, and (ii) Plaintiffs disclaimed
reliance on any oral representations.
A. Plaintiffs could not have justifiably relied on an alleged oral representation

that contradicts the written contracts.
Plaintiffs’ common law tort claims fail as a matter of law because, under both Delaware
and Texas law, a party cannot justifiably rely on alleged oral representations that are contradicted

by the parties’ written contract. Carrow v. Arnold, 2006 WL 3289582, at *8, 11 (Del. Ch. Oct.
31, 2006) (“It is unreasonable to rely on oral representations when they are expressly
contradicted by the parties’ written agreement.”), aff’d, 933 A.2d 1249 (Del. 2007); Strauss
Water, 2016 WL 5243950, at *9 (dismissing claims because alleged representations were
contradicted by the written agreements); Miller Glob. Props., LLC v. Marriott Int’l, Inc., 418
S.W.3d 342, 348 (Tex. App.—Dallas 2013, pet. denied) (affirming summary judgment because
“[w]here a contract between the parties directly contradicts the alleged misrepresentations, there
can be no justifiable reliance.”); JPMorgan Chase Bank, 546 S.W.3d at 658, 660 (reinstating
trial court’s entry of summary judgment and recognizing that “as Texas courts have repeatedly
held, a party to a written contract cannot justifiably rely on oral misrepresentations regarding the
contract’s unambiguous terms.”). 20 The Texas Supreme Court and the Dallas Court of Appeals
have repeatedly held that such claims fail as a matter of law. 21
Plaintiffs invested in the Fund “upon the terms and subject to the conditions set forth”
and “described” in the Offering Memoranda. Ex. A-1 (Hennick Agreement) at 1; Ex. A-3 (Floyd
Partners Agreement) § 5(b). They represented they reviewed, understood and were relying on
those terms. Ex. A-1 (Hennick Agreement) § 4(a); Ex. A-3 (Floyd Partners Agreement) §§ 5(a),
5(g). And as a matter of law, Plaintiffs are charged with knowledge of those terms. See Strauss
20
Because neither Delaware or Texas law permit claims based on alleged oral representations that are
contradicted by the parties’ written contract, the Court need not conduct a choice of law analysis with respect to this
specific issue.
21
See JPMorgan Chase Bank, 546 S.W.3d at 660 (holding that plaintiff could not justifiably rely on
representation contradicted by letter of intent); Nat’l Prop. Holdings, L.P. v. Westergren, 453 S.W.3d 419, 425 (Tex.
2015) (holding that plaintiff’s reliance on oral representation instead of reading terms of the agreement was not
justifiable as a matter of law); Mikob Properties, Inc. v. Joachim, 468 S.W.3d 587, 598 (Tex. App.—Dallas 2015,
pet. denied) (holding that parties could not justifiably rely on representation that an agreement included a release for
specific lawsuit when the agreement omitted the lawsuit from its scope); McGonagle v. Stewart Title Guar. Co., 432
S.W.3d 535, 540-41 (Tex. App.—Dallas 2014, pet. denied) (holding that plaintiffs could not rely on seller’s
representation that was contradicted by document incorporated into the purchase contract); Miller Glob. Props., 418
S.W.3d at 348; C & A Inv., Inc. v. Bonnet Res. Corp., 959 S.W.2d 258, 263-64 (Tex. App.—Dallas 1997, writ
denied) (holding that plaintiff could not justifiably rely on certain representations where controlling documents
informed plaintiff that the representations were not reliable).

Water, 2016 WL 5243950, at *6 (“a party who enters into a contract governed by Delaware law
will be charged with knowledge of the contents of the instrument”); Nat’l Prop. Holdings, 453
S.W.3d at 425 (“Instead of excusing a party's failure to read a contract when the party has an
opportunity to do so, the law presumes that the party knows and accepts the contract terms.”). 22
In light of the terms of the written contract, Plaintiffs here could not have justifiably
relied on the alleged oral representation on which they claim to have relied—that the risk of loss
from commodities would be limited to 10 percent of the amount invested. See Pet. ¶¶ 18-22, 49.
Those terms directly contradict the alleged oral representation:
small amount of capital can be used to invest in contracts of much greater value), the ten
percent (10%) allocation referred to above represents only the portion of Fund II’s assets
allocated to pay the initial margin deposits required to establish a position. Fund II may
lose more than its initial margin deposit on a trade and, consequently, more than ten
percent (10%) of its assets are subject to risk of loss due to investments in commodity-
related futures contracts.”
• “Since energy-related commodity futures contracts are typically traded on margin, this
ten percent (10%) allocation of Fund II’s assets represents only the initial amount of
margin required to be deposited with broker(s) in order for Fund II to establish such
positions. Fund II may lose more than its initial margin deposit on any particular
commodity trade.”
• “Fund II intends to invest a substantial portion of its assets in commodities futures

contracts, options on futures contracts and in other products . . . Because of the low
margin deposits normally required in futures trading, an extremely high degree of
leverage is common in a futures trading account. Similar to other leveraged investments,
any purchase or sale of a futures contract may result in losses in excess of the amount
invested.”
22
See also AKB Hendrick, LP v. Musgrave Enters., Inc., 380 S.W.3d 221, 232 (Tex. App.—Dallas 2012, no pet.)
(“In determining whether AKB met the justifiable reliance element, we must consider the nature of the relationship
and the contract. A party to an arm’s length transaction must exercise ordinary care and is charged with knowledge
of all facts that would have been discovered by a reasonably prudent person similarly situated. . . . We conclude
there was no evidence of AKB’s justifiable reliance[.]”); Howard v. Burlington Ins. Co., 347 S.W.3d 783, 798 (Tex.
App.—Dallas 2011, no pet.) (“A claim for misrepresentation cannot stand when the party asserting the claim is
legally charged with knowledge of the true facts.”); Chico Auto Parts & Serv., Inc. v. Crockett, 512 S.W.3d 560, 577
(Tex. App.—El Paso 2017, pet. denied) (“[A] fraud plaintiff ‘cannot recover if he blindly relies upon a
misrepresentation the falsity of which would be patent to him if he had utilized his opportunity to make a cursory
examination or investigation.’”).

Ex. A-4 (2011 Memorandum) 19-20, 26 (emphasis added); Ex. A-5 (2005 Memorandum) at 12-
13, 16 (emphasis added).
Plaintiffs’ common law tort claims accordingly fail as a matter of law for lack of
justifiable reliance.
B. Plaintiffs could not have justifiably relied on an alleged oral representation

because they disclaimed such reliance.
Plaintiffs’ claims also fail for lack of justifiable reliance because they disclaimed reliance
on any alleged oral representations. That disclaimer bars Plaintiffs’ common law tort claims as a
matter of controlling Delaware law.
1. The parties’ choice of Delaware law in the Subscription Agreements is

enforceable.
The Subscription Agreements contain choice-of-law provisions in which the parties
agreed that the agreements would be governed by and construed under Delaware law. 23 There is
no question this choice of Delaware law is enforceable under Texas law, which “recognizes the
‘party autonomy rule’ that parties can agree to be governed by the law of another state” and has
adopted the Restatement (Second) Conflict of Laws § 187 to govern the analysis. E.g., Exxon
Mobil Corp. v. Drennen, 452 S.W.3d 319, 324 (Tex. 2014). There is no doubt here that the
parties could choose Delaware law to govern an investment in a Delaware limited partnership
managed by Delaware entities. E.g., Monsanto Co. v. Boustany, 73 S.W.3d 225, 229 (Tex.
2002); In re JD Edwards World Sols. Co., 87 S.W.3d 546, 549 (Tex. 2002).
23
See Ex. A-1 (Hennick Agreement) § 19 (“This Agreement shall be governed and construed in accordance with
the internal laws of the State of Delaware, without regard to conflicts of law principles of the State of Delaware.”);
Ex. A-3 (Floyd Partners Agreement) § 13 (“This Agreement shall be governed by and construed under the laws of
the State of Delaware as applied to agreements among Delaware residents entered into and to be performed entirely
within Delaware.”).

2. Delaware law applies to the disclaimer of reliance (if not the common
law tort claims in their entirety).
This enforceable choice of Delaware law applies to Plaintiffs’ common law tort claims as
well as the breach of contract claim. Like any other contractual provision, the scope of the
choice-of-law provision is properly determined under Delaware law, which the parties chose to
govern the agreements. See, e.g., Weil v. Morgan Stanley DW Inc., 877 A.2d 1024, 1032 (Del.
Ch. 2005) (“Because the California choice of law provision is valid, the question of its proper
scope is also a question of California law, as it turns on how the choice of law provision should
be read. This is a matter of hornbook law.”), aff’d, 894 A.2d 407 (Del. 2005); Restatement
(Second) Conflict of Laws § 186 (“Issues in contract are determined by the law chosen by the
parties in accordance with the rule of § 187[.]”); id. § 204 (“When the meaning which the parties
intended to convey by words used in a contract cannot satisfactorily be ascertained, the words
will be construed (a) in accordance with the local law of the state chosen by the parties[.]”).
Under Delaware law, choice-of-law provisions like those found in the Subscription
Agreements are not limited to contract claims; they also apply to tort claims relating to the
agreement. See Abry Partners V, L.P. v. F & W Acquisition LLC, 891 A.2d 1032, 1045-1048 &
n.24 (Del. Ch. 2006) (holding that choice-of-law provision stating that the agreement would be
“governed by and construed, in accordance with, the laws of the State of Delaware,” covered
claims for fraudulent inducement, rescission, and negligent misrepresentation relating to
plaintiff’s entry into the agreement); Transdigm Inc. v. Alcoa Glob. Fasteners, Inc., 2013 WL
2326881, at *4-5 (Del. Ch. May 29, 2013) (holding that a choice-of-law provision stating that the
agreement “shall be governed by the laws of the State of Delaware” covered tort claims relating
to the agreement); OpenGate Capital Group LLC v. Thermo Fisher Sci. Inc., 2014 WL 3367675,
at *11 (D. Del. July 8, 2014) (same); see also Small Ventures USA, L.P. v. Rizvi Traverse Mgmt.,
LLC, 2012 WL 4621130, at *7 n.33 (S.D. Tex. Oct. 2, 2012) (“Delaware law governs Small

Ventures’s fraudulent inducement claim because the Subscription Agreement contains a
Delaware choice-of-law clause”). Delaware law accordingly controls the common law tort
claims, in which Plaintiffs allege they were induced by oral representations to invest in the Fund
and seek to rescind the Subscription Agreements. See Pet. ¶¶ 18-22, 47, 49, 51.
Moreover, even if Texas law provided the substantive rules of decision for the common
law tort claims, Delaware law would still apply to the disclaimers of reliance that Plaintiffs made
in the Subscription Agreements. See Benchmark Elecs., Inc. v. J.M. Huber Corp., 343 F.3d 719,
729 (5th Cir. 2003) (finding that while Texas law applied to fraud and misrepresentation claims,
“[p]ursuant to the agreements’ choice of law provisions, New York law controls the validity of
the disclaimers” and applying New York law to find that the disclaimer precluded certain claims
based on alleged precontractual misrepresentations). Indeed, the Texas Supreme Court has
recognized that the rules of contract interpretation—which here are indisputably governed by
Delaware law—control whether a disclaimer of reliance is enforceable. See Schlumberger Tech.
Corp. v. Swanson, 959 S.W.2d 171, 179 (Tex. 1997) (“We conclude that our well-established
rules of contract interpretation govern whether the Swansons gave the requisite clear and
unequivocal expression of intent necessary to disclaim reliance on these specific representations
by Schlumberger.”); Forest Oil Corp. v. McAllen, 268 S.W.3d 51, 58 (Tex. 2008) (“when
knowledgeable parties expressly discuss material issues during contract negotiations but
nevertheless elect to include waiver-of-reliance and release-of-claims provisions, the Court will
generally uphold the contract”); see also Restatement (Second) Conflict of Laws § 201 (“The
effect of misrepresentation … upon a contract [is] determined by the law chosen by the
parties[.]”).

3. Under Delaware law, Plaintiffs’ disclaimers of reliance preclude their
common law tort claims based on alleged oral representations.
In the Subscription Agreements, Plaintiffs disclaimed reliance on any alleged oral
representations:
• “In evaluating the suitability of an investment in the Limited Partner Interests, the
undersigned has not relied upon any representations or other information (whether
oral or written) other than as set forth in the Memorandum, and attachments thereto,
and independent investigations made by the undersigned or representative(s) of the
undersigned.” Ex. A-3 (Floyd Partners Agreement) § 5(g) (emphasis added).
• “The Investor acknowledges that it has made an independent decision to subscribe for an
Interest and that, in making its decision to subscribe for an Interest, the Investor has
relied solely upon the Fund Documents and any independent investigations made by
the Investor and/or its representatives. The Investor has not relied on any information,
representation or statement (written or oral) with respect to the Fund other than those
expressly set forth in the Fund Documents[.]” Ex. A-1 (Hennick Agreement) § 4(a)
(emphasis added).
Delaware law enforces such disclaimers of reliance, and for good reason. 24 As the court aptly
explained in Abry Partners:
We have honored clauses in which contracted parties have disclaimed reliance on

extra-contractual representations, which prohibits the promising party from
reneging on its promise by premising a fraudulent inducement claim on
statements of fact it had previously said were neither made to it nor had an effect
on it.…
The teaching of this court … is that a party cannot promise, in a clear integration
clause of a negotiated agreement, that it will not rely on promises and
representations outside of the agreement and then shirk its own bargain in favor of
a “but we did rely on those other representations” fraudulent inducement claim.
The policy basis for this line of cases is, in my view, quite strong. If there is a
public policy interest in truthfulness, then that interest applies with more force,
not less, to contractual representations of fact. Contractually binding, written
representations of fact ought to be the most reliable of representations, and a law
24
Disclaimers of reliance are also enforceable under Texas law, which unlike Delaware law also takes into
account the circumstances surrounding the contract’s formation. E.g., Lau v. Reeder, 2016 WL 4371813, at *4 (Tex.
App.—Dallas Aug. 16, 2016, pet. denied), reh’g denied (Nov. 17, 2016) (affirming summary judgment based on
disclaimer of reliance); Bever Props., LLC v. Jerry Huffman Custom Builder, L.L.C., 2015 WL 4600347, at *9, 12
(Tex. App.—Dallas July 31, 2015, no pet.) (same); RAS Group, Inc. v. Rent-A-Ctr. E., Inc., 335 S.W.3d 630, 639-40
(Tex. App.—Dallas 2010, no pet.) (same). Enforcing the disclaimer of reliance under Delaware law would not be
contrary to a fundamental policy of Texas.

intolerant of fraud should abhor parties that make such representations knowing
they are false….
The enforcement of non-reliance clauses recognizes that parties with free will
should say no rather than lie in a contract. The enforcement of non-reliance
clauses also recognizes another reality that is often overlooked in morally-tinged
ruminations on the importance of deterring fraud. That reality is that courts are
not perfect in distinguishing meritorious from non-meritorious claims of fraud.
Permitting the procession of fraud claims based on statements that buyers
promised they did not rely upon subjects sellers to a greater possibility of
wrongful liability, especially because those statements are often allegedly oral,
rather than in a writing, and thus there is often an evidentiary issue about whether
the supposedly false statement ever was uttered….
For these and other reasons explained in our decisions, this court has therefore
honored contracts that define those representations of fact that formed the reality
upon which the parties premised their decision to bargain. This sort of definition
minimizes the risk of erroneous litigation outcomes by reducing doubts about
what was promised and said, especially because the contracting parties have
defined that in writing in their contract.
Abry Partners, 891 A.2d at 1056-58; see also RAA Mgmt., LLC v. Savage Sports Holdings, Inc.,
45 A.3d 107, 118-19 (Del. 2012) (“Abry Partners accurately states Delaware law and explains
Delaware’s public policy in favor of enforcing contractually binding written disclaimers of
reliance on representations outside of a final agreement . . . .”); LVI Group Invs., LLC v. NCM
Group Holdings, LLC, 2018 WL 1559936, at *12 (Del. Ch. Mar. 28, 2018); ITW Glob. Invs. Inc.
v. Am. Indus. Partners Capital Fund IV, L.P., 2015 WL 3970908, at *9 (Del. Super. Ct. June 24,
2015); Prairie Capital III, L.P. v. Double E Holding Corp., 132 A.3d 35, 50 (Del. Ch. 2015);
Phoenix Equity Group LLC v. BPG Justison P2 LLC, 2010 WL 1223619, at *2 (Del. Ch. Mar.
25, 2010); Progressive Int’l Corp. v. E.I. Du Pont de Nemours & Co., 2002 WL 1558382, at *1
(Del. Ch. July 9, 2002); O’Connor v. Atherio, Inc., 2018 WL 2739037, at *2 (N.D. Tex. June 7,
2018) (“Delaware courts give effect to clear disclaimer-of-reliance clauses like this one[.]”).
Plaintiffs’ common law tort claims are all premised on alleged oral representations that
were disclaimed in the Subscription Agreements. To allow them to pursue these claims would
be to sanction Plaintiffs’ own fraudulent conduct. Delaware law, which the parties chose, does

not permit that result and the contractual disclaimers bar Plaintiffs’ common law tort claims as a
matter of law.
IV. Plaintiffs’ Texas Securities Act claims fail as a matter of law.
Plaintiffs’ claim under the Texas Securities Act (TSA) requires them to show that
Defendants offered or sold the limited partnership interests “by means of an untrue statement of
a material fact or an omission to state a material fact necessary in order to make the statements
made, in the light of the circumstances under which they are made, not misleading.” Tex. Rev.
Civ. Stat. Ann. art. 581-33A(2). They cannot do so for two independent reasons.
A. Defendants did not sell any securities “by means of” the alleged oral
representation.
The TSA claim fails as a matter of law because the limited partnership interests at issue
were not offered or sold “by means of” the alleged oral representation that Plaintiffs allege was
false or misleading. Tex. Rev. Civ. Stat. Ann. art. 581-33A(2). Rather, the limited partnership
interests were offered and sold “by means of” the Offering Memoranda, which made clear that
losses resulting from investments in commodities could exceed the amount invested, and could
specifically exceed 10%.
As explained in the first line of the Offering Memoranda, they were “SUBMITTED IN
CONNECTION WITH AN OFFERING (THE “OFFERING”) OF LIMITED PARTNERSHIP
INTERESTS” in the Fund. Ex. A-4 (2011 Offering Memorandum) at i; see also Ex. A-5 (2005
Offering Memorandum) at i. The Offering Memoranda described the investment and the risks,
see id., and included the “terms” on which Plaintiffs bought the limited partnership interests. Ex.
A-1 (Hennick Agreement) at 1; Ex. A-3 (Floyd Partners Agreement) at § 5(b). The interests
were offered and sold, quite literally, “by means of” the Offering Memoranda.

The Offering Memoranda also made clear that they and the other formal documents
contained the only disclosures authorized in connection with the sale of the limited partnership
interests:
• “THE ONLY DISCLOSURES THAT HAVE BEEN APPROVED BY FUND II, THE
MANAGER OR THE GENERAL PARTNER OR FOR WHICH ANY OF THEM
ACCEPTS ANY RESPONSIBILITY, ARE THOSE SET FORTH IN [THE OFFERING
DOCUMENTS].”
• “NO PERSON HAS BEEN AUTHORIZED TO GIVE ANY INFORMATION OR TO

MAKE ANY STATEMENTS OR REPRESENTATIONS (WRITTEN OR ORAL)
THAT ARE INCONSISTENT WITH THE RISK DISCLOSURES AND OTHER
STATEMENTS MADE IN THE OFFERING DOCUMENTS.”
Ex. A-4 (2011 Offering Memorandum) at ii-iii; see also Ex. A-5 (2005 Offering Memorandum)
at iii. Indeed, it is contrary to the most basic principles of offer-and-acceptance and agency law
for Plaintiffs to claim the limited partnership interests were offered or sold “by means of” an
alleged oral representation that was not part of the authorized offering information and was
contradicted by the Offering Memoranda setting forth the terms of the offering. See Jordan v.
Tindel, 1998 WL 12669, at *7 (Tex. App.—Dallas Jan. 15, 1998, no pet.) (“offer,” “acceptance”
and “mutual assent” required to show formation of agreement); Pope v. Vial, Hamilton, Koch &
Knox, L.L.P., 2001 WL 243603, at *3 (Tex. App.—Dallas Mar. 13, 2001, no pet.) (statement not
binding where law firm partner did not have actual or apparent authority). 25
The limited partnership interests were offered and sold by means of Offering Memoranda
that did not contain the allege false statements, and to the contrary provided the true information
25
To the extent Plaintiffs claim their own understanding is relevant to the TSA claim, Plaintiffs represented they
reviewed, understood and were relying solely on the Offering Memoranda, and are legally charged with knowledge
of the terms. Ex. A-1 (Hennick Agreement) at § 4(a); Ex. A-3 (Floyd Partners Agreement) at §§ 5(a), 5(g); Strauss
Water, 2016 WL 5243950, at *6; Nat’l Prop. Holdings, 453 S.W.3d at 425. There can also be no apparent authority
where Plaintiffs were told that any other statements were not authorized. See Douglass v. Panama, Inc., 504 S.W.2d
776, 779 (Tex. 1974) (no apparent authority where other party has notice of the limitations of the agent’s power).

(losses on commodities could exceed 10%) that Plaintiffs claim was misstated. Plaintiffs’ TSA
claim accordingly fails a matter of law.
B. The alleged oral representation could not have been material.
Plaintiffs also cannot show that the alleged oral representation forming the basis of their
claims was “an untrue statement of material fact.” Tex. Rev. Civ. Stat. Ann. art. 581-33A(2)
(emphasis added). A fact is material only if there is a “substantial likelihood that a reasonable
investor would consider it important in deciding to invest” and that it “would have been viewed
by the reasonable investor as significantly altering the total mix of information made available.”
Anheuser-Busch Cos., Inc. v. Summit Coffee Co., 858 S.W.2d 928, 936 (Tex. App.—Dallas
1993) (emphasis added), separate part of the opinion withdrawn, 934 S.W.2d 705 (Tex. App.—
Dallas 1996, writ dism’d by agr.). The test is an objective one, focused on how a reasonable
investor would view the information as part of the total mix, not how the particular plaintiffs
may have actually viewed the information. Id.; In re Perry, 404 B.R. 196, 214 (Bankr. S.D. Tex.
2009). The standard for materiality under the TSA is the same as that used under the federal
securities laws, and Texas courts therefore recognize that “decisions of the federal courts
interpreting the Federal Securities Act may be reliable guides for interpreting the application of
the” TSA’s comparable provisions. Anheuser-Busch, 858 S.W.2d at 936, 939 (citing to
materiality standard announced by the U.S. Supreme Court for federal securities laws). 26
Here, a reasonable investor could not have viewed the alleged oral representation—that
losses from commodities investments were limited to 10%— as being significant in deciding
whether to invest in the Fund. No reasonable investor would consider the alleged oral
representation to be important where the written offering documents plainly disclosed that losses
26
See also Sterling Tr. Co. v. Adderley, 168 S.W.3d 835, 840 (Tex. 2005) (“The statute’s history demonstrates
that the Legislature intended the TSA to be interpreted in harmony with federal securities law[.]”)

from commodities were not limited to 10%. See, e.g., Ex. A-4 (2011 Offering Memorandum) at
20 (“[M]ore than ten percent (10%) of [the Fund’s] assets are subject to risk of loss due to
investments in commodity-related futures contracts.” (emphasis added)); Ex. A-5 (2005
Memorandum) at 13 (“[A]ny purchase or sale of a futures contract may result in losses in
excess of the amount invested.” (emphasis added)). Indeed, a written offering memorandum “is
the single most important document” an investor should consult in obtaining information about
an investment and its risks. Perry, 404 B.R. at 219 (discussing materiality requirement of the
TSA). 27 Numerous courts have therefore held that in analyzing whether a statement is material,
“a written disclosure trumps an inconsistent oral statement. Otherwise even the most careful
seller is at risk, for it is easy to claim: ‘Despite what the written documents say, one of your
agents told me something else.’” Acme Propane, Inc. v. Tenexco, Inc., 844 F.2d 1317, 1322 (7th
Cir. 1988). 28
27
Again, Plaintiffs represented they reviewed and understood the Offering Memoranda. Ex. A-1 (Hennick
Agreement) § 4(a); Ex. A-3 (Floyd Partners Agreement) § 5(a). They are legally charged with knowledge of its
terms because it was part of the contract. Strauss Water, 2016 WL 5243950, at *6; Nat’l Prop. Holdings, 453
S.W.3d at 425. In addition, “[i]t goes without saying that a reasonable investor would have at least read the
Memorandum describing the investment opportunity.” Perry, 404 B.R. at 214; see also Mathews v. Kidder,
Peabody & Co., Inc., 260 F.3d 239, 252 (3d Cir. 2001) (“Thus, investors are presumed to have read prospectuses,
quarterly reports, and other information relating to their investments.”); In re Hyperion Sec. Litig., 1995 WL
422480, at *8 (S.D.N.Y. July 14, 1995) (“[A] reasonable investor would have familiarized himself with the potential
for loss disclosed in the prospectuses[.]”), aff’d, 98 F.3d 2 (2d Cir. 1996).
28
See also Carr v. CIGNA Sec., Inc., 95 F.3d 544, 547 (7th Cir. 1996); Olkey v. Hyperion 1999 Term Tr., Inc., 98
F.3d 2, 9 (2d Cir. 1996) (holding that representations made at roadshow presentations contradicted by the offering
document were immaterial as a matter of law); Taylor v. Prudential Ins. Co., 2003 WL 21314254, at *7 (S.D. Ind.
May 7, 2003) (“Where the facts and circumstances allegedly omitted or misrepresented have actually been disclosed
in the relevant transaction document, there is no liability under the securities laws because the materiality element is
absent.”); In re Towers Fin. Corp. Noteholders Litig., 1996 WL 393579, at *14 (S.D.N.Y. July 15, 1996) (“The
Court must look to the ‘total mix of information available to the investor’ rather than merely a broker’s oral
assurances. Given that the Offering Memoranda clearly stated that the Notes would not be rated, and that investors
could not rely on any oral (or written) statements contrary to the Offering Memoranda, a reasonable investor would
have been wary of the broker’s representations . . . about the Notes.”); Hyperion, 1995 WL 422480, at *8 (“The
written materials available to plaintiffs bristle with warnings which should have caused prospective investors to
view with skepticism any assurances of safety and stable net asset values. Because the total mix of information
available to the investor must be considered when evaluating liability under the federal securities laws, the contents
of the roadshow scripts and slides alone cannot sustain plaintiffs’ claims.”).

In addition, a reasonable investor could not consider the alleged oral representation to be
important where (i) the written offering documents expressly told investors that disclosures
outside the offering documents were not authorized and should not be relied upon, and (ii) the
investors were representing in writing that they were not relying on any representations or
information, written or oral, other than the formal offering documents. Ex. A-4 (2011 Offering
Memorandum) at ii-iii; Ex. A-5 (2005 Offering Memorandum) at iii; Ex. A-3 (Floyd Partners
Agreement) § 5(g); Ex. A-1 (Hennick Agreement) § 4(a).
In light of the total mix of available information, no reasonable investor could consider
the alleged oral representation in this case to be important in deciding whether to invest.
Plaintiffs’ TSA claims accordingly fail as a matter of law.
V. Floyd Partners’ claims are time-barred.
In addition to failing as a matter of law on the merits, all of Floyd Partners’ claims are
barred by the applicable statutes of repose or limitations.
A. Floyd Partners’ Texas Securities Act claim is barred by the five-year statute
of repose.
Floyd Partners’ TSA claim is barred by the TSA’s statute of repose, which does not allow
a plaintiff to bring a TSA claim “more than five years after the sale” of the security at issue. Tex.
Rev. Civ. Stat. Ann. art. 581-33H(2)(b) (“No person may sue under Section 33A(2), 33C, or 33F
so far as it relates to 33A(2) or 33C: . . . more than five years after the sale.”); see also In re
Enron Corp. Sec., Derivative & ERISA Litig., 258 F. Supp. 2d 576, 643 n.69 (S.D. Tex. 2003)
(“The TSA . . . has a three-year statute of limitations and a five-year statute of repose.”). “[T]he
key purpose of a repose statute is to eliminate uncertainties under the related statute of
limitations and to create a final deadline for filing suit that is not subject to any exceptions”
unless there are exceptions in the statute itself. Methodist Healthcare Sys. of San Antonio, Ltd., v.

Rankin, 307 S.W.3d 283, 286 (Tex. 2010). 29 “Statutes of repose begin to run on a readily
ascertainable date, and unlike statutes of limitations, a statute of repose is not subject to
judicially crafted rules of tolling or deferral.” Id.; see also Galbraith Eng’g Consultants v.
Pochucha, 290 S.W.3d 863, 868 (Tex. 2009) (“recognized purpose for statutes of repose” is “the
establishment of a definite end to the potential for liability, unaffected by rules of discovery or
accrual”); Dallas Market Ctr. Dev. Co. v. Beran, 824 S.W.2d 218, 222 (Tex. App.-Dallas 1991,
writ denied) (rejecting argument that fraudulent concealment was a defense to statute of repose
because “[u]nlike a traditional statute of limitations, the discovery rule does not apply to a statute
of repose”). 30 Indeed, as the Texas Supreme Court has recognized, “[a] statute of repose, by
design, creates a right to repose precisely where the applicable statute of limitations would be
tolled or deferred. More to the point, a statute of repose serves no purpose unless it has this
effect.” Rankin, 307 S.W.3d at 290 (further recognizing that “the essential function of all
statutes of repose is to abrogate the discovery rule and similar exceptions to the statute of
limitations”).
There is no question that Floyd Partners is attempting to assert a TSA claim more than
five years after the sale of the securities at issue. Floyd Partners first purchased limited
partnership interests in the Fund in 2006 and the last of its subsequent purchases was in
November 2007, supra, Statement of Facts, Part II, well more than four years prior to the filing
29
There are no exceptions in the TSA’s statute of repose. See Tex. Rev. Civ. Stat. Ann. art. 581-33H(2)(b).
30
See also Edwards v. Phillips, 2015 WL 1938873, at *7 (Tex. App.—San Antonio Apr. 29, 2015, no pet.) (“[A]
statute of repose, unlike a statute of limitations, is not subject to judicially crafted rules of tolling or deferral such as
the discovery rule or the doctrine of fraudulent concealment.”); Ca. Pub. Emps.’ Ret. Sys. v. ANZ Sec., Inc., 137 S.
Ct. 2042, 2050 (2017) (“In light of the purpose of a statute of repose, the provision is in general not subject to
tolling. Tolling is permissible only where there is a particular indication that the legislature did not intend the statute
to provide complete repose but instead anticipated the extension of the statutory period under certain
circumstances.”).

of the Petition in May of 2018. Indeed, Floyd Partners has not been an investor in Fund since
April 2012. Id. Floyd Partners’ TSA claim is plainly barred by the five-year statute of repose. 31
B. Floyd Partners’ contract and common law tort claims are barred by the
applicable statute of limitations.
Floyd Partners’ breach of contract and common law tort claims are barred by the
applicable statutes of limitations, which are each four years or less. 32 Floyd Partners was on
notice that losses on commodities could and did exceed 10% as far back as when it made its
original investment in 2006 and from numerous quarterly update letters between 2006 and 2013,
well more than four years prior to the filing of the Petition in May of 2018.
Claims for fraud, fraudulent inducement, and negligent misrepresentation accrue “at the
time of the alleged misrepresentation.” Schellenberg v. First State Bank Cent. Tex., 2014 WL
6602284, at *4 (Tex. App.—Corpus Christi Nov. 20, 2014, no pet.). Floyd Partners’ common
law tort claims would have accrued when the alleged oral representation on which its claims are
based was made “in or around March 2006.” Pet. ¶¶ 18, 19. “[A]n action for breach of contract
accrues immediately upon breach.” Seureau v. ExxonMobil Corp., 274 S.W.3d 206, 227 (Tex.
App.—Houston [14th Dist.] 2008, no pet.). Any such breach would by definition have occurred
prior to June 2012, when Floyd Partners withdrew the remainder of its investment in the Fund.
Plaintiffs rely on the discovery rule and fraudulent concealment doctrine to claim the
accrual date of their claims was deferred or tolled, see Pet. ¶¶ 62-66, but the undisputed evidence
demonstrates that Floyd Partners discovered, or in the exercise of reasonable diligence should
31
In addition to being barred by the statute of repose, Floyd Partners’ TSA claims are also barred by the three year
statute of limitations for the reasons set forth below. Tex. Rev. Civ. Stat. Ann. art. 581-33H(2)(a); infra, Argument
& Authorities, Parts V.B, VI.
32
Claims for fraud, fraudulent inducement, and breach of contract have a statute of limitations of four years, and
negligent misrepresentation claims are subject to a two-year statute of limitations. Tex. Civ. Prac. Rem. Code §§
16.004(4), 16.051; Weaver & Tidwell, L.L.P. v. Guarantee Co. of N. Am. USA, 427 S.W.3d 559, 565 (Tex. App.—
Dallas 2014, pet. denied).

have discovered, its purported claims well before May 2014 (four years before suit was filed).
Computer Assocs. Int’l, Inc. v. Altai, Inc., 918 S.W.2d 453, 455-56 (Tex. 1996) (discovery rule
and fraudulent concealment only defer accrual until plaintiff discovered, or in the exercise of
reasonable diligence should have discovered, its claim).
Floyd Partners discovered, or in the exercise of reasonable diligence should have
discovered, that losses resulting from commodities investments could exceed 10% when it made
its initial investment in the Fund in 2006. Floyd Partners represented that it carefully read and
understood the 2005 Offering Memorandum and that it only relied on the information in the
2005 Memorandum (and its own investigation) in making its investment. Ex. A-3 (Floyd
Partners Agreement) §§ 5(a), 5(g). Floyd Partners is also charged with knowledge of the
disclosures in the 2005 Memorandum, both because its terms were incorporated into the Floyd
Partners Agreement 33 and because investors are deemed to have notice of the offering materials
for their investment. 34 That memorandum made clear that the Fund’s losses from commodities
investments could exceed the amount invested. See Ex. A-5 (2005 Memorandum) at 13 (“[A]ny
purchase or sale of a futures contract may result in losses in excess of the amount invested.”
(emphasis added)).
33
Strauss Water, 2016 WL 5243950, at *6; Nat’l Prop. Holdings, 453 S.W.3d at 425; AKB Hendrick, 380 S.W.3d
at 232.
34
See, e.g., Pettiette v. New York Life Ins. Co., 1993 WL 74759, at *2 (Tex. App.—Houston [14th Dist.] Mar. 18,
1993, no writ) (“The documents specifically reference a prospectus to be received by the signator, therefore
[plaintiff] is presumed to know all statements contained therein.”); Myers v. Finkle, 950 F.2d 165, 167 (4th Cir.
1991) (“Investors are charged with constructive knowledge of the risks and warnings contained in the private
placement memoranda.”); Brumbaugh v. Princeton Partners, 985 F.2d 157, 162 (4th Cir. 1993) (“Brumbaugh is
charged with constructive knowledge of the contents of the PPM.”); Ligon v. Deloitte, Haskins & Sells, 957 F.2d
546, 548 (8th Cir. 1992) (“The PPM, however, contained eighteen pages outlining the investment risks. Each
investor is deemed to have read and considered these risks before investing[.]”); Drucker v. Just for Feet, Inc., 2000
WL 36733071, at *6 (N.D. Ala. Sept. 29, 2000) (“In determining when a plaintiff ‘should have discovered’ an
allegedly misleading statement, a plaintiff is charged with constructive knowledge of the contents of offering
documents.”).

Those undisputed facts establish as a matter of law that Floyd Partners discovered, or in
the exercise of reasonable diligence should have discovered, by April 19, 2006 (the date it signed
the subscription agreement) that losses from commodities investments could exceed 10%. “It
goes without saying that a reasonable investor would have at least read the Memorandum
describing the investment opportunity.” Perry, 404 B.R. at 214. Courts have therefore
repeatedly held that plaintiffs discovered or should have discovered their claims by reading the
written offering documents:
• Rowten v. Wall St. Brokerage, L.L.C., 646 F. App’x 379 (5th Cir. 2016): In Rowten,
the investor plaintiff alleged that the defendants falsely represented during an in-person
meeting that an investment was “guaranteed” and had a minimum 7% annual return
without risk of loss. Id. at 380. The plaintiff made the investment by signing a
subscription agreement in which she represented having received a prospectus and agreed
to be bound by the terms and conditions of that prospectus. Id. The prospectus, which
described the investment, contradicted the alleged misrepresentations. See id. Despite her
representations in the subscription agreement, the plaintiff claimed she never actually
received or read the prospectus. Id. The Fifth Circuit, applying Texas law, held that even
though the plaintiff claimed to have never received the prospectus, reasonable diligence
required that the plaintiff obtain and read the prospectus prior to making the investment.
Id. at 383. Had she done so, she would have discovered the alleged misrepresentations.
Id. Accordingly, the Fifth Circuit held: “As a matter of law, [Plaintiff] was on inquiry
notice of her claims when she signed the Subscription Agreement.” Id. at 384. As a
result, the Fifth Circuit held that the limitations period for Plaintiff’s claims began on the
date she signed the subscription agreement, and her claims were barred by the statute of
limitations. Id.
• Martinez Tapia v. Chase Manhattan Bank, N.A., 149 F.3d 404 (5th Cir. 1998): In
Martinez Tapia, the investor made an investment in a fund after the fund’s
representatives allegedly told him that he would be able to redeem his investment after a
three-year holding period and one-year’s notice. Id. at 406. Prior to investing, the investor
was provided a sales brochure, which instructed the investor to obtain the offering
circular and the subscription agreement and also stated that “[t]he offering is made only
by the Offering Circular, which can be obtained only from [Defendants.]” Id. The
offering circular informed investors that the fund manager had authority to suspend
redemptions indefinitely, contrary to what the fund’s representative allegedly
represented. Id. at 406-07. The investor later brought claims based on the alleged
representations made by the fund’s representatives regarding redemption of his
investment and argued that the limitations period did not begin to run until he learned that
redemptions in the fund had been suspended. Id. at 409, 411. The Fifth Circuit, applying
Texas law, rejected the investor’s argument and held that the limitations period began to
run at the time the investor made his investment. Id. at 411. “[A] reasonable investigation
by [plaintiff] prior to the purchase, consisting of reading the Offering Circular and

Subscription Agreement, would have alerted him to the right of the Fund manager to
suspend redemption, the right upon which this suit is predicated. [Plaintiff] is therefore
charged with the knowledge of the contents of these documents, including the Fund
manager’s right to suspend redemptions. . . . A simple reading of the Offering Circular
and the Subscription Agreement at that time would have alerted [plaintiff] that the written
terms of his investment varied from the alleged assertions and promises of [the fund’s
representatives]. Therefore, the district court correctly concluded that these claims were
barred by the four-year statute of limitations.” Id.
• Mauskar v. Hardgrove, 2003 WL 21403464 (Tex. App.—Houston [14th Dist.] June

19, 2003, no pet.): The plaintiff claimed that insurance agents misrepresented the
benefits he would receive through certain life insurance policies. Id. at *1. The court held
that the limitations period began to run for claims based on the alleged misrepresentations
at the time the insurance policies were issued and would not have been tolled by
plaintiff’s failure to read them. Id. at *3-6. “By reading the policies at the time they were
issued, [plaintiff] could have discovered the alleged misrepresentations regarding the
terms of the policies sufficient to put him on notice of his causes of action.” Id. at *6. 35
The same is true here. By reading the Offering Memorandum—which Floyd Partners represented
it carefully reviewed and is charged with having read—Plaintiffs discovered or should have
discovered that the investment varied from the alleged terms of the oral representation. The
35
See also Topalian v. Ehrman, 954 F.2d 1125, 1134-35 (5th Cir. 1992) (holding that plaintiffs’ claims were time-
barred because “[e]ach plaintiff signed a subscription agreement when she purchased Onshore interests—a
subscription agreement that should have put these investors on notice of the speculative nature of their
investment.”); McGill v. Goff, 17 F.3d 729, 733-34 (5th Cir. 1994) (holding that “the terms of the [investment]
agreement, are so contrary to [plaintiffs’] alleged understanding of the deal that upon review of the document,
[plaintiffs] would have been put on notice of [defendant’s] alleged fraud.”), overruled on other grounds by Kansa
Reinsurance Co. v. Cong. Mortg. Co., 20 F.3d 1362, 1373-74 (5th Cir. 1994); Gerin v. Aegon USA, Inc., 242 F.
App’x 631, 633 (11th Cir. 2007) (“The prospectus warned Appellants in three separate sections that they should
consider whether it was appropriate to buy the tax-deferred, variable annuities for placement into already tax-
deferred accounts. . . . We conclude this was sufficient to place Appellants on inquiry notice and trigger the statute
of limitations.”); Dodds v. Cigna Sec., Inc., 12 F.3d 346, 347 (2d Cir. 1993) (“[W]hen an investor is provided
prospectuses that disclose that certain investments are risky and illiquid, she is on notice for purposes of triggering
the statutes of limitation.”); Hunton v. Guardian Life Ins. Co., 243 F. Supp. 2d 686, 698-703 (S.D. Tex. 2002)
(applying Texas law and holding that limitations period for claims based on alleged oral misrepresentations
contradicted by the written insurance policy began to run at the time the policy was issued and that plaintiffs failed
to exercise reasonable diligence by not reading the policy), aff’d, 71 F. App’x 441 (5th Cir. 2003); Republic Bank &
Tr. Co. v. Bear Stearns & Co., 683 F.3d 239, 262 (6th Cir. 2012) (holding that plaintiff’s claims under Kentucky
securities laws were barred by the three-year statute of limitations because plaintiff “knew, or should have known, of
matters disclosed in the offering documents[.]”); Brumbaugh, 985 F.2d at 162 (“Equity would not be served by
tolling the limitations periods in this case. The PPM put Brumbaugh on inquiry notice of the violations that he now
charges.”); Drucker, 2000 WL 36733071, at *6 (holding that statute of limitations began to run when plaintiff made
purchase because prospectus disclosed information contradicting the alleged misrepresentations forming basis of
plaintiff’s claims).

statute of limitations accordingly began running by April 19, 2006 and expired long before this
lawsuit was filed.
Moreover, many of the Fund’s quarterly update letters, including letters published during
the 2008 financial crisis when the Fund experienced significant losses, informed investors that
the Fund’s exposure to commodities exceeded 10%:
• “The Fund was down 21% net for the first quarter. The Fund came into the year with
a small net long position in equities and crude oil and a larger short position in natural
gas. The majority of the loss for the quarter was due to being short natural gas during
February and early March.” Ex. A-21 (1st Quarter 2008 Letter).
• “The Fund was up 48.1% net for the second quarter. . . . While the Fund had gains
from both equity and commodity trading during the quarter, the largest driver of
performance came from commodities.” Ex. A-22 (2nd Quarter 2008 Letter).
• “The Fund was down approximately 52% net for the quarter, driven by losses in both
equity and commodity trading. July was down approximately 35% and was driven by
declining natural gas prices, as described in the update letter previously released.” Ex.
A-23 (3rd Quarter 2008 Letter).
• “Approximately 60% of the full year loss was attributable to equity trading and
approximately 40% of the loss was attributable to commodity trading.” Ex. A-24 (4th
Quarter 2008 Letter). The same letter indicated that the Fund was down 62% for the
year. Id.
Other quarterly letters from 2006-2013 also regularly and repeatedly highlighted that commodity
investment positions accounted for a substantial portion of the Fund’s gains and losses. Supra,
Statement of Facts, Part VII.
Alone or in combination with the offering memorandum, these update letters were more
than sufficient to put Floyd Partners on notice of its claim well before May 2014 (four years
before suit was filed). See Gallier v. Woodbury Fin. Servs., Inc., 2016 WL 4765059, at *6 (S.D.
Tex. Sept. 13, 2016) (holding as a matter of law that misrepresentation claims accrued when
plaintiffs received quarterly account statements reflecting losses inconsistent with earlier oral
representations made by broker); see also BP Am. Prod. Co. v. Marshall, 342 S.W.3d 59, 67-68
(Tex. 2011) (“The Marshalls argue that only a reasonably diligent inquiry is required, and that

they reasonably relied on representations in Young’s letter that operations continued in good
faith. We disagree. . . . [I]f the Marshalls could have discovered BP’s wrongdoing by reviewing
information available in the public record, or through means other than BP’s representations
before limitations expired, they did not exercise reasonable diligence in relying on BP’s
representations and limitations barred their claim.”); Mathews, 260 F.3d at 253-54 (holding that
receipt of information reflecting investment performance inconsistent with prior representations
about the investment triggers inquiry notice); Cooperativa de Ahorro y Credito Aguada v.
Kidder, Peabody & Co., 129 F.3d 222, 224 (1st Cir. 1997) (same).
The undisputed evidence demonstrates that Floyd Partners discovered, or in the exercise
of reasonable diligence should have discovered, its purported claims well before May 2014 (four
years before suit was filed). Its breach of contract and common law tort claims are therefore
barred by limitations as a matter of law.
VI. Hennick’s TSA and negligent misrepresentation claims are time-barred.
Hennick’s TSA and negligent misrepresentation claims are also barred by the applicable
statute of limitations for many of the same reasons. The TSA disallows claims brought “more
than three years after discovery of the untruth or omission, or after discovery should have been
made by the exercise of reasonable diligence[.]” Tex. Rev. Civ. Stat. Ann. art. 581-33H(2)(a).
The statute of limitations for Hennick’s negligent misrepresentation claim is two years. Weaver
& Tidwell, 427 S.W.3d at 565.
The undisputed evidence demonstrates that Hennick discovered, or in the exercise of
reasonable diligence should have discovered, its purported claims prior to May 2015 (for the
TSA claim) and May 2016 (for the negligent misrepresentation claim). As the general partner of
and person reviewing and executing documents for Floyd Partners, Hennick was on notice that
losses from investments in commodities could exceed 10% even before he made his investment

in 2014. He executed the Floyd Partners Agreement, represented on behalf of Floyd Partners
that he reviewed and understood the 2005 Memorandum, and had access to the same quarterly
update letters. See supra, Argument & Authorities, Part V.B.
Moreover, when Hennick signed the Hennick Agreement on May 30, 2014 he again
represented that he carefully reviewed, understood and was relying on the offering
memorandum, which would have again alerted him to the fact that losses resulting from
investments in commodities were not limited to 10%. See Ex. A-1 (Hennick Agreement) § 4(a);
Ex. A-4 (2011 Offering Memorandum) at 20 (“[M]ore than ten percent (10%) of [the Fund’s]
assets are subject to risk of loss due to investments in commodity-related futures contracts.”
(emphasis added)). As discussed above, Hennick as a matter of law discovered or should have
discovered his claims by reading the written offering documents. Supra, Argument &
Authorities, Part V.B. His TSA and negligent misrepresentation claims are accordingly barred
by the statutes of limitations.
CONCLUSION
For the reasons stated above, the Defendants respectfully request that the Court grant
their Motion for Summary Judgment and dismiss Plaintiffs’ claims in their entirety with
prejudice, and award all other relief that is just and proper.

Dated: July 12, 2018 Respectfully submitted,
/s/ Daniel H. Gold

Daniel H. Gold
State Bar No. 24053230
daniel.gold@haynesboone.com
William D. Marsh
State Bar No. 24092762
william.marsh@haynesboone.com
HAYNES AND BOONE, LLP
2323 Victory Avenue, Suite 700
Dallas, Texas 75219
(214) 651-5000
(214) 651-5940 (Facsimile)
ATTORNEYS FOR DEFENDANTS

BP CAPITAL ENERGY EQUITY FUND II,
L.P., BP CAPITAL MANAGEMENT, L.P., TBP
INVESTMENTS MANAGEMENT, L.L.C., BP
CAPITAL ENERGY FUND MASTER II, L.P.,
BP CAPITAL INTERNATIONAL
MANAGEMENT, INC., THOMAS BOONE
PICKENS, ROBERT STILLWELL, RONALD
BASSETT, AND BRIAN BRADSHAW

CERTIFICATE OF SERVICE
I hereby certify that on July 12, 2018, a true and correct copy of the foregoing document
was served upon all parties listed below in accordance with Rule 21a of the Texas Rules of Civil
Procedure:
Ryan Cook
Samuel B. Edwards
SHEPERD, SMITH, EDWARDS & KANTAS, LLP
1010 Lamar, Suite 900
Houston, Texas 77002
sedwards@sseklaw.com
rcook@sseklaw.com
Jason Charles Ciarochi

CHIAROCHI LAW FIRM, PLLC
P.O. Box 29256
Dallas, Texas 5229
Jason@ciarochilaw.com
ATTORNEYS FOR PLAINTIFFS
/s/ William D. Marsh

William D. Marsh

MARK HENNICK, and § IN THE DISTRICT COURT

§
Plaintiffs, §
§
§
BP CAPITAL MANAGEMENT, L.P., §
TBP INVESTMENTS MANAGEMENT, L.L.C., §
BP CAPITAL ENERGY FUND MASTER II, L.P., §
BP CAPITAL INTERNATIONAL §
MANAGEMENT, INC., THOMAS BOONE §
PICKENS, ROBERT STILLWELL, RONALD §
BASSETT, and BRIAN BRADSHAW §
§
Defendants. § 101ST JUDICIAL DISTRICT
INDEX TO EXHIBITS
Ex. No. Description

A Affidavit of Dickie Grant
A-1 Subscription Booklet for BP Capital Energy Equity Fund II, L.P. dated October 2013
A-2 Exhibits and Signature Page to Subscription Booklet for BP Capital Energy Equity
Fund II, L.P. dated October 2013 provided by Hennick
A-3 Subscription Booklet for BP Capital Energy Equity Fund II, L.P. signed by Floyd
Partners on April 19, 2006
A-4 Confidential Memorandum for BP Capital Energy Equity Fund II, L.P. dated
February 1, 2011
A-5 Confidential Private Placement Memorandum for BP Capital Energy Equity Fund II,
L.P. dated November 1, 2005
A-6 Certificate of Cancellation of BP Capital Energy Equity Fund II, L.P.
A-7 Letter agreement between Floyd Partners and the Fund approved by the Fund on July
1, 2006
A-8 Letter agreement between Floyd Partners and the Fund approved by the Fund on
August 1, 2006

Ex. No. Description
November 1, 2007
A-10 Withdrawal notices submitted by Floyd Partners in October 2008
A-11 Request for withdrawal submitted by Floyd Partners in March 2009
A-12 Request for withdrawal submitted by Floyd Partners in October 2009
A-13 Request for withdrawal submitted by Floyd Partners in April 2012
A-14 Request for withdrawal submitted by Hennick in January 2015
A-15 Amended and Restated Agreement of Limited Partnership of BP Capital Energy

Equity Fund II, L.P. dated February 1, 2005

Equity Fund Master II, L.P. dated February 1, 2005

Equity Fund Master II, L.P. dated January 1, 2007

Equity Fund II, L.P. dated November 12, 2008

Equity Fund Master II, L.P. dated November 12, 2008
A-20 Written Consents of the Limited Partners of BP Capital Energy Equity Fund II, L.P.
signed by Hennick on behalf of Floyd Partners
A-21 Quarterly Update Letter for 1st Quarter 2008
A-22 Quarterly Update Letter for 2nd Quarter 2008
A-23 Quarterly Update Letter for 3rd Quarter 2008
A-24 Quarterly Update Letter for 4th Quarter 2008

Ex. No. Description
B Affidavit of William Marsh
B-1 BrokerCheck Report for Mark Eugene Hennick

EXHIBIT A

DC-18-06290
CAUSE NO. DC—18—06290
MARK HENNICK, and

and § IN THE DISTRICT COURT
§
Plaintiffs,
Plaintiffs, §
§
v.
§
II, L.P.,
BP CAPITAL MANAGEMENT, L,P.,
L.P., §
@WW2WDWWWWWWWEOOWWWWJW
L.L.C.,
FNVESTMENTS MANAGEMENT, L.L.C.,
TBP INVESTMENTS §
BP CAPITAL ENERGY FUND MASTER II, L.P.,
II, L.P., §
BP CAPITAL INTERNATIONAL
BF §
INC., THOMAS BOONE
MANAGEMENT, INC, §
PICKENS, ROBERT STILL WELL, RONALD
STILLWELL, §
BASSETT, and
and BRIAN BRADSHAW §
§
Defendants.
Defendants. § 101
101”si JUDICIAL DISTRICT
AFFIDAVIT OF DICKIE GRANT
STATE OF TEXAS §§
§
COUNTY OF DALLAS §g
BEFORE ME, the Public, on

Notary Public,
undersigned Notary
the undersigned 0n this personally appeared
day personally
this day Dickie
appeared Dickie
Grant,
Grant, t0 me to
known to be the
t0 be the person is subscribed
person whose name is subscribed below, duly sworn,
being duly
below, who being sworn,
and states
deposed and as follows:
states as follows:
I.
l. is Dickie
My name is Grant. I am over
Dickie Grant. I years of
twenty-one years
over twenty-one age, have
of age, been
never been
have never
convicted of aa felony
convicted 0f felony 0r other crime
or other involving moral
crime involving turpitude, and
moral turpitude, suffer from
and suffer no mental
from no or
mental or
physical disability
physical that would render
disability that incompetent to
render me incompetent this affidavit.
t0 make this affidavit.
2.
2. I 10 swear,
able to
I am able swear, and hereby do
and I hereby
I swear, that
d0 swear, that the stated in
facts stated
the facts this Affidavit
in this are
Affidavit are
true
true and
and correct and are
correct and within my personal
are within knowledge 0r
personal knowledge are known to
or are duties
through my duties
to me through
and responsibilities
and as Chief
responsibilities as Officer for
Financial Officer
Chief Financial Capital Management, L.P.
for BP Capital L.P.
AFFIDAVIT OF DICKIE GRANT Page I

1

3.
3, Attached hereto
Attached hereto as Exhibit A-1
as Exhibit is true and
is aa true correct copy
and correct copy 0f the Subscription
of the Subscription
Booklet for
Booklet for Capital Energy
BP Capital Equity Fund II,
Energy Equity L.P. dated
II, L.P. October 2013
dated October "Hennick
(the “Hennick
2013 (the
Agreement"). 1
Agreement”).‘
4.
4. Attached hereto
Attached Exhibit A-2
as Exhibit
hereto as is aa true
is and correct
true and copy of
conect copy completed exhibits
of completed A,
exhibits A,
B-1, and
B-l, and D t0 the Hennick
to the Agreement provided
Hennick Agreement provided by Hennick (“Hennick”),
by Mark Hennick signature
the signature
("Hennick"), the
page
page lo the
to Agreement signed
the Hennick Agreement by Hennick on May 30,
signed by 2014, a
30, 2014, notarization
a notarization
by Hennick,
provided by
acknowledgement provided and a
Hennick, and signed acceptance
a signed acceptance page to the
page to the Hennick
Agreement.
Agreement.
5.
5. Attached hereto as
Attached hereto Exhibit A-3
as Exhibit is true and correct
is aa true copy 0f
conect copy Subscription
the Subscription
of the
for
Booklet for
Booklet Capital Energy
BP Capital Equity Fund
Energy Equity L.P. (the
II, L.P.
Fund I], "Floyd Partners
(the “Floyd completed
Agreement") completed
Partners Agreement”)
and signed
and by Hennick
signed by April
on April
Hennick 0n 19,
19, 2006 on behalf
2006 0n of Floyd
behalf 0f Partners Limited
Floyd Partners Partnership
Limited Partnership
("Floyd Partners").
(“Floyd Partners”).
6.
Attached hereto as Exhibit is a
Exhibit A-4 is conect copy
true and correct
a true copy of the Confidential
of the Confidential
Capital Energy
for BP Capital
Memorandum for Energy Equity II, L.P.
Equity Fund II, dated February
L.P. dated (the "2011
I, 2011 (the
Februmy 1, “2011
Memorandum"). The
Memorandum”). in effect
was in
2011 Memorandum was
The 2011 at the
effect at time Hennick
the time in BP
invested in
Hennick invested BF
Capital Energy Equity

Capital Energy Equity Fund L.P. (the
II, L.P.
Fund II, "Fund") in
(the “Fund") 2014.
in 2014.
7.
Attached hereto A-5
Exhibit A—S
as Exhibit is aa true
is and correct
true and copy of
c01Tect copy the Confidential
of the Confidential
Private Placement
Private Placement for BP Capital
Memorandum for Equity Fund II,
Energy Equity
Capital Energy dated November 1,
L.P. dated
II, L.P. 1,
2005. in effect
2005 Memorandum was in
2005. The 2005 at the
effect at time Floyd
the time Floyd Partners invested in
Partners invested the Fund in
in the in
2006.
2006.
8.
8. In late 2017,
In late the Fund began
2017, the began a wind-up and
a wind-up dissolution process.
and dissolution hereto
Attached hereto
process. Attached
as Exhibit
as Exhibit A-6 is a true
is a correct copy
and correct
true and copy of the Cettificate
of the of Cancellation
Certificate 0f of BP Capital
Cancellation 0f Energy
Capital Energy
Equity Fund
Equity Fund II, L.P. filed
II, L.P. filed with Delaware Secretary
the Delaware
with the Secretary 0f State on
of State 0n April 2018.
2, 201
April 2, the Fund
8. When the
Certain sensitive
Certain data
sensitive data in the exhibits
in the attached to
exhibits attached this Affidavit
to this has been
Affidavit has redacted.
been redacted.
0F DICKIE GRANT
AFFIDAVIT OF Page 22
Page

began the dissolution
began the process
dissolution process in late 2017,
in late the Fund returned
2017, the returned to value of his
the value
to Hennick the his
remaining
remaining interest
interest in Fund.
the Fund.
in the
9.
9. Attached hereto
Attached as Exhibit
hereto as A-7
Exhibit A—7 is aa true
is and correct
true and copy of aa letter
correct copy agreement
letter agreement
between Floyd Panners

between Floyd the Fund approved
and the
Pmtners and July
the Fund on July
by the
approved by 1, 2006.
1, 2006.
10.
as Exhibit is a
is true and correct
a true copy of a
correct copy letter agreement
a letter
between Partners and

Floyd Partners
and the by the
approved by l, 2006.
the Fund on August 1, 2006.
l.
lll. Attached hereto
as Exhibit
is correct copy
and correct
l!ue and copy of letter agreement
of aa letter
Floyd Partners
between Floyd
between the Fund approved by
Partners and the on November
the Fund 0n
by the 1, 2007.
1,
12.
12. Attached
Attached hereto as Exhibit
hereto as is true
Exhibit A-10 is and correct
true and copy 0f
correct copy notices
withdrawal notices
of withdrawal
submitted by
submitted Floyd Partners
by Floyd in Octbber
Partners in 2008 and
October 2008 fax cover
and aa fax page with
cover page instructions provided
with instructions by
provided by
Hennick. word "amended"

The word
Hennick. The “amended” was written 0n
was written the withdrawal
on the notices dated
withdrawal notices 23, 2008
October 23,
dated October
after
after the withdrawal notices
the withdrawal by Floyd
notices were submitted by Partners.
Floyd Partners.
13.
as Exhibit A—ll is correct copy
true and correct
is aa true of aa request
copy 0f for
request for
withdrawal submitted
withdrawal submitted by Floyd Partners
by Floyd 2009. BP Capital
in March 2009.
Pamnel's in II, L.P.,
Energy Fund II,
Capital Energy L.P.,
referenced Hennick in
by Hennick
referenced by in the request for
the request withdrawal,
for withdrawal, was a by TBP
a hedge fund managed by
Investments Management,
Investments L.L.C. that
Management, L.L.C. invested solely
generally invested
that generally solely in commodities.
in commodities.
14.
l4. Attached hereto
as Exhibit
is and correct
true and copy of
correct copy request for
of aa request for
submitted by
withdrawal Floyd Partners
by Floyd in October
Pmtners in 2009.
October 2009.
15.
as Exhibit is a
is true and correct
a true copy of a
a request for
withdrawal by Floyd
submitted by
withdrawal submitted Floyd Panners April 2012
in April
Pmtners in with certain
2012 with certain handwritten annotations made
handwritten annotations
by the Fund.
by the Fund.
AFFIDA VJT OF DICKIE GRANT

AFFIDAVIT Page 3
Page 3

16.
16. Attached hereto
as Exhibit
is correct copy
true and correct 0f a
copy of a request for
request for
withdrawal submitted by
withdrawal submitted January 2015
in January
Hennick in
by Hennick 201 5 with certain handwritten
with certain by
annotations made by
Fund.
the Fund.
the
17.
17. Attached hereto
Attached as Exhibit
hereto as A-15
Exhibit A-IS is true and
and correct of the
copy of and
the Amended and
Restated Agreement of
Restated 0f Limited Partnership of
Limited Fannership 0f BP Capital Equity Fund II,
Energy Equity
Capital Energy dated
L.P. dated
II, L.P.
February
February 1, 2005.
l, 2005.
18.
18. Attached as Exhibit
hereto as
Attached hereto A-16
Exhibit A~16 is correct copy
true and correct
is aa true of the
copy of and
the Amended and
Restated Partnership of
Limited Partnership
of Limited
Restated Agreement 0f BP Capital Energy Equity
Capital Energy Equity Fund Master L.P.
II, L.P.
Master II,
February
dated February
dated 1, 2005.
1, 2005.
19.
l9. Attached hereto as
and correct of the
copy of and
the Amended and
Restated of Limited
Restated Agreement 0f of
Partnership 0f
Limited Partnership BP Capital Equity Fund Master
Energy Equity
Capital Energy L.P.
II, L.P.
Master II,
dated January
dated 1, 2007.
January 1, 2007.
20.
20. Attached
hereto as a true
is a
Exhibit A-18 is and c01Tect
true and the Amended and
copy of the
conect copy
Restated of Limited
Restated Agreement of Partnership of
Limited Partnership of Capital Energy
BP Capital Energy Equity H, L.P.
Equity Fund II, dated
L.P. dated
12, 2008.
November 12, 2008.
21.
and correct of the
copy of and
the Amended and
Restated of Limited
Restated Agreement 0f of
Pmtnership 0f
Limited Paflnership BP Capital Equity Fund Master
Energy Equity
Capital Energy L.P.
II, L,P.
Master II,
dated
dated November 12, 2008.
12, 2008.
22.
22. Attached
as Exhibit
A—20 is and correct
true and Written Consents of
copy of Written
correct copy 0f
the Limited Partners

thc Limited of BP Capital
Partners of Energy Equity
Capital Energy II, L.P.
Equity Fund II, signed by
L.P. signed Hennick on
by Hennick behalf of
on behalf of
Floyd Pmtners.
Floyd Pannex‘s.
23.
23. On aa quarterly the Fund would typically
basis, the
qumterly basis, post aa letter
typically post on aa confidential
letter 0n confidential
website accessible
website investors, including
by investors,
accessible by including Floyd Partners and
Floyd Partners Hennick.
and Hennick.
AFFIDAVIT OF DICKIE GRANT Page 4

24.
as Exhibit is and correct
true and
is aa true copy of
correct copy of the letter posted
the letter for
posted for
15‘ Quarter of 2008.

the 1st
the Quarter of2008.
25.
25. hereto as
Attached hereto is a
Exhibit A-22 is
as Exhibit true and
a true correct copy
and correct of the
copy 0f the letter posted for
letter posted for
the 2""
the Quarter of
2"“ Quarter 2008.
0f 2008.
26.
Exhibit A-23 is true and c01rect
a true copy of
correct copy Ofthe letter posted
the letter for
posted for
the 3'"
the Quafier of2008.
3’d Qumier 0f 2008.
27.
27. Attached
hereto as Exhibit A—24 true and
is aa true
A-24 is correct copy
and correct copy of the letter
of the posted for
letter posted for
the 4‘“
the of2008.
Qumier of
4th Quarter 2008.
28.
28. Attached hereto
Attached as Exhibit
hereto as is a
true and
a true copy of
correct copy the letter
0f the posted for
letter posted for
the 2nd
the of 2006.
Quarter of
2"d Qumier 2006.
29.
Exhibit A—26
true and
is aa true copy 0f
of the posted for
letter posted for
the
the 4th of 2007.
Quarter of
4th Quarter 2007.
30.
30. Attached
hereto as is a
Exhibit A-27 is true and
a true correct copy
of the posted for
letter posted for
the 4‘“
the Quarter of
4th Quarter 2010.
of 2010.
31.
3 1. Attached hereto as
Exhibit A—28 is a
is true and
a tme and correct copy 0f
correct copy letter posted
the letter
of the for
posted for
the 2nd
the 0f 2012.
Quarter of
2““ Quarter 201 2.
32.
hereto as
Attached hereto Exhibit A-29 is true and
is aa true conect copy
of the posted for
letter posted for
the
the 15‘ of 2013.
Quarter 0f2013.
pt Quarter
33.
hereto as
Exhibit A~30 a true
is a
is and correct
true and the letter
of the
copy of
correct copy posted for
letter posted for
the
the 2““ Quarter of2013.
2"" Quarter 0f 201 3.
34.
hereto as
Exhibit A—31 is correct copy
and correct
true and
is aa true of the
copy 0f letter posted
the letter for
posted for
the
the 4th Quamer of2013.
4th Qumier 0f201 3.

Page

FURTHER AFFIANT SA YETH NOT.
SAYETH
DickielGrgnt
29M $\
SWORN TO AND SUBSCRIBED before
before me on this ~day
0n this day of
/
~
July, 2018.
ofJuly, 201 8.
l
I
4/ L
K
‘
"
K
, 3 7
DENISE DEULE
DEuLE
Notary Public in
Notary Public in and for
for the
the
Notary ID #4105346
~°'3'Y’°#4'05346 State of
State of Texas
My
MY Commission
Commission Expires
Ex es
Ir
March 18. 2022

18. 2022p
AFFIDAVIT OF DICKIE GRANT Page

Page 6
6

EXHIBIT A-1

SUBSCRIPTION BOOKLET
BP CAPITAL ENERGY EQUITY

FUND II, L.P.
Limited Partnership Interests
U.S. Taxable Investors
OCTOBER 2013
CONFIDENTIAL
PURSUANT TO AN EXEMPTION FROM THE COMMODITY FUTURES TRADING

COMMISSION IN CONNECTION WITH POOLS WHOSE PARTICIPANTS ARE LIMITED TO
QUALIFIED ELIGIBLE PERSONS, AN OFFERING MEMORANDUM FOR THIS POOL IS
NOT REQUIRED TO BE, AND HAS NOT BEEN, FILED WITH THE COMMISSION. THE
COMMODITY FUTURES TRADING COMMISSION DOES NOT PASS UPON THE MERITS
OF PARTICIPATING IN A POOL OR UPON THE ADEQUACY OR ACCURACY OF AN
OFFERING MEMORANDUM. CONSEQUENTLY, THE COMMODITY FUTURES TRADING
COMMISSION HAS NOT REVIEWED OR APPROVED THIS OFFERING OR ANY
OFFERING MEMORANDUM FOR THIS POOL.

BP CAPITAL ENERGY EQUITY FUND II, L.P.
SUBSCRIPTION PROCEDURES
This Subscription Booklet (this “Booklet”) is being provided to prospective investors in connection with an offering
(the “Offering”) of limited partnership interests (“Interests”) by BP Capital Energy Equity Fund II, L.P., a Delaware
limited partnership (the “Fund”). To subscribe for an Interest, prospective investors should follow the subscription
procedures outlined below.
1. Review the Confidential Memorandum (as amended and/or supplemented) and the Amended and
Restated Agreement of Limited Partnership of the Fund.
2. Complete, execute and date the signature page to the Subscription Agreement and complete and
notarize the Notarization Acknowledgment attached thereto.
3. Complete the Investor Profile (attached as Exhibit A).
4. Review and complete the applicable form(s) of Confidential Investor Questionnaire (“Questionnaire”)
(attached as Exhibit B). The following three forms of Questionnaire are included in this Booklet:
(i) Questionnaire for Individuals (attached as Exhibit B-1). The Questionnaire for Individuals must be
completed by any subscriber that is a natural person (i.e., an individual). In the event that the
subscriber consists of more than one natural person subscribing as joint tenants or tenants in common
(other than as husband and wife subscribing as joint tenants), each such person should complete a
separate Questionnaire for Individuals.
(ii) Questionnaire for Trusts (attached as Exhibit B-2). The Questionnaire for Trusts must be completed
by any subscriber that is a trust (whether revocable, irrevocable or otherwise) (other than an employee
benefit plan, individual retirement account, self-directed employee retirement plan or other Benefit
Plan Investor). Each such subscriber must also comply with the additional requirements set forth in the
footnotes and instructions to the Questionnaire, which may require that a Questionnaire also be
prepared for one or more additional persons or entities.
(iii) Questionnaire for Entities (attached as Exhibit B-3). The Questionnaire for Entities must be completed
by any subscriber that is a corporation, partnership, limited liability company, retirement system,
employee benefit plan or other Benefit Plan Investor (including an individual retirement account of a
natural person or self-directed employee benefit plan of a natural person) or similar entity, and, as
applicable, such subscriber should comply with the additional requirements set forth in the footnotes
and instructions to the Questionnaire, which may require that a Questionnaire also be prepared for one
or more additional persons or entities.
5. Complete the U.S. IRS Form W-9 (attached as Exhibit C).
6. Complete the Anti-Money Laundering Compliance Supplement and provide the documents and
information requested therein (attached as Exhibit D).
7. Review the Privacy Notice of TBP Investments Management, LLC (attached as Exhibit E).
8. Review Part 2 (Part 2A and Part 2B) of TBP Investments Management, LLC’s Form ADV (attached
as Exhibit F).
9. Return Completed and Executed Subscription Documents. All subscription documents should be
completed and/or executed and returned to the Fund at the following address at least ten (10) days prior to the
requested Closing Date (as defined herein):
BP CAPITAL ENERGY EQUITY FUND II L.P. i CONFIDENTIAL

BP Capital Energy Equity Fund II, L.P.
c/o TBP Investments Management, LLC
260 Preston Commons West
8117 Preston Road
Dallas, Texas 75225
Attn: Trista Granberry
Telephone: (214) 265-4165
Facsimile: (214) 61 5-3832
E-mail: trista@bpcap net
10. Capital Contribution. Please deliver payment in the full amount 0f the Capital Contribution (as defined
herein) in U.S. dollars by fed wire transfer 0f immediately available funds to the account of the Fund no later than
one (1) business day prior t0 the requested Closing Date (as defined herein) in accordance with the wiring
instructions delivered to you by the General Partnen
IMPORTANT:
1. Please have your financial institution identify your name on the Wire transfer.
2. We recommend that your financial institution charge its wiring fees separately so that the amount
you have elected t0 invest may be invested.
3. Please call Trista Granberry at (214) 265—4165 t0 confirm the date and the amount 0f the wire.
You must wire the paymenlfrom afinancial account in your name, Ifyou are nut wiring yourpaymenlfrom
a‘ mancial institution located in an Approved Country], you must contact the Fundforfurzher instructions prior tn
wiringpayment.
11. Questions. Any questions concerning the subscription documents should be directed to Trista Cranberry at
(214) 265-4165.
12. Additional Capital Contributions. Investors wishing t0 make an additional Capital Contribution (as
defined herein) to the Fund should do s0 by completing and executing the Additional Subscription Form, a copy of
which is available fiom the General Partner upon request.
13. Requests for Withdrawals. An investor desiring to request a withdrawal 0f all or a portion 0f their capital
account should d0 so by completing and executing the Request for Withdrawal Form, a copy of which is available
Rom the General Partner upon request.
D0 not alter the Subscription Agreement. Any alteration to the form of the Subscription Agreement by you
will be void and will not form a part of the Subscription Agreement. Your execution 0f the signature page to
the Subscription Agreement will constitute your acceptance 0f and agreement t0 all terms and conditions set
forth in the Subscription Agreement in the form presented to you, unless otherwise agreed to in writing by
the General Partner. The General Partner reserves the right at any time t0 accept 0r reject all 0r any portion
of any subscription in its sole discretion.
members of the Financial Action Task Force on Anti-Money Laundering (each, an “Approved Country”):
l'he following countries currently are
Argentlna, Austraha, l
Ausma, Belglum, Brazil, Canada, Chma, Denmark, eand, France, Germany, Greece, Hong Kong, Iceland, India, Ireland,
Italy, Japan, Luxembourg, Mexico, Kingdom 0f the Netherlands, New Zealand, Norway, Portugal, Republic of Korea, Russian Federation,
Singapore, South Africa, Spain. Sweden, Switzerland, Turkey, United Kingdom, and the United States. For a current list of Approved Countries,
please see
BP CAPITAL ENERGY EQUITY FUND II L.P. ii CONFIDENTIAL

IMPORTANT NOTICES
THE OFFERING OF INTERESTS ARE NOT, AND ARE NOT EXPECTED TO BE, REGISTERED
UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF
ANY OTHER JURISDICTION, PURSUANT TO ONE OR MORE EXEMPTIONS FROM
REGISTRATION FOR TRANSACTIONS NOT INVOLVING ANY PUBLIC OFFERING. THE FUND
ALSO IS NOT REGISTERED AS AN INVESTMENT COMPANY UNDER THE U.S. INVESTMENT
COMPANY ACT OF 1940, AS AMENDED, PURSUANT TO ONE OR MORE EXCLUSIONS
PROVIDED FROM THAT DEFINITION THEREUNDER. CONSEQUENTLY, INTERESTS ARE
SOLD ONLY TO INVESTORS THAT MEET CERTAIN MINIMUM ELIGIBILITY
QUALIFICATIONS, AS DESCRIBED IN THE SUBSCRIPTION AGREEMENT. THE INTERESTS
HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE U.S. SECURITIES AND EXCHANGE
COMMISSION, ANY STATE SECURITIES AUTHORITY OR ANY OTHER REGULATORY
AUTHORITY, NOR HAS ANY OF THE FOREGOING PASSED UPON OR ENDORSED THE
MERITS OF THIS BOOKLET, THE MEMORANDUM OR THE OFFERING. ANY
REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE. WHILE THE
INVESTMENT MANAGER SERVES AS INVESTMENT ADVISER WITH RESPECT TO THE
FUND, THE GENERAL PARTNER IS SOLELY RESPONSIBLE FOR THE STATEMENTS AND
DISCLOSURES SET FORTH IN THE FUND DOCUMENTS.
THE PURCHASE OF AN INTEREST INVOLVES A SIGNIFICANT DEGREE OF RISK AND IS AN

APPROPRIATE INVESTMENT ONLY FOR PERSONS OF ADEQUATE MEANS THAT HAVE NO
NEED FOR IMMEDIATE LIQUIDITY WITH RESPECT TO THEIR INVESTMENT IN THE FUND.
A PROSPECTIVE INVESTOR SHOULD BE PREPARED TO BEAR THE ECONOMIC RISK OF AN
INVESTMENT IN THE FUND FOR AN INDEFINITE PERIOD OF TIME BECAUSE THE
INTERESTS ARE NOT REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS
AMENDED, OR THE LAWS OF ANY OTHER JURISDICTION, AND, THEREFORE, CANNOT BE
SOLD OR TRANSFERRED UNLESS THEY ARE SUBSEQUENTLY REGISTERED OR AN
EXEMPTION FROM REGISTRATION IS AVAILABLE. THE FUND IS UNDER NO OBLIGATION
TO REGISTER THE INTERESTS UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED,
OR THE LAWS OF ANY OTHER JURISDICTION. TRANSFERS OF INTERESTS ARE
RESTRICTED BY THE TERMS OF THE PARTNERSHIP AGREEMENT AND APPLICABLE
SECURITIES LAWS.
WHILE THE INVESTMENT MANAGER IS REGISTERED WITH THE U.S. COMMODITY

FUTURES TRADING COMMISSION (“CFTC”) AS A COMMODITY POOL OPERATOR
(“CPO”) AND A COMMODITY TRADING ADVISOR (“CTA”), AND IS A MEMBER OF THE
NATIONAL FUTURES ASSOCIATION, IT HAS CLAIMED RELIEF FROM CERTAIN
DISCLOSURE, REPORTING AND RECORDKEEPING REQUIREMENTS GENERALLY
APPLICABLE TO CFTC-REGISTERED CPOS AND CTAS PURSUANT TO AN EXEMPTION
SET FORTH IN CFTC RULE 4.7. ACCORDINGLY, THE INVESTMENT MANAGER
CURRENTLY IS NOT REQUIRED TO PROVIDE PROSPECTIVE INVESTORS IN THE FUND
WITH A CFTC-COMPLIANT DISCLOSURE DOCUMENT.
BP CAPITAL ENERGY EQUITY FUND II L.P. iii CONFIDENTIAL

Ex. No. Description
November 1, 2007
A-10 Withdrawal notices submitted by Floyd Partners in October 2008
A-11 Request for withdrawal submitted by Floyd Partners in March 2009
A-12 Request for withdrawal submitted by Floyd Partners in October 2009
A-13 Request for withdrawal submitted by Floyd Partners in April 2012
A-14 Request for withdrawal submitted by Hennick in January 2015

Equity Fund II, L.P. dated February 1, 2005

Equity Fund Master II, L.P. dated February 1, 2005

Equity Fund Master II, L.P. dated January 1, 2007

Equity Fund II, L.P. dated November 12, 2008

Equity Fund Master II, L.P. dated November 12, 2008
A-20 Written Consents of the Limited Partners of BP Capital Energy Equity Fund II, L.P.
signed by Hennick on behalf of Floyd Partners
A-23 Quarterly Update Letter for 3rd Quarter 2008

Ex. No. Description
B Affidavit of William Marsh
B-1 BrokerCheck Report for Mark Eugene Hennick

EXHIBIT A

the Fund Parties that: (i) the Partnership Agreement constitutes an arm’s-length contract between the
Investor, the other Limited Partners and the General Partner; and (ii) the Investor fully understands the
Performance Allocation and its risks, including the fact that the Performance Allocation may create an
incentive for the Investment Manager, due to its relationship with its affiliate, to engage in more
speculative investment activities than might be the case if only a Management Fee was charged.
(f) The Investor understands that (i) past performance of the Fund, the General Partner, the
Investment Manager, the Master Fund, BP Capital Energy Equity Fund International II, L.P., a Cayman
Islands exempted limited partnership (the “Offshore Fund”), BP Capital Energy Equity Fund, L.P., a
Delaware limited partnership (“Equity Fund I”), BP Capital Energy Equity Fund International I, L.P., a
Cayman Islands exempted limited partnership (“Offshore Fund I” and, together with Equity Fund I, the
“Original Funds”), or any other investment funds managed by the Investment Manager or its affiliates is
not necessarily indicative of the future performance or profitability of the Fund or the profitability of an
investment therein; (ii) no U.S. federal or state agency or authority has passed upon the Fund or the
Interests or made any findings or determination as to the merits or fairness of an investment in the Fund;
and (iii) the representations, warranties, covenants, undertakings and acknowledgements made by the
Investor in, or in connection with, this Agreement, the Investor Profile, the Questionnaire, the AML
Supplement and the Tax Forms will be relied upon by the Fund Parties in determining the Investor’s
eligibility as a purchaser of an Interest and the Fund Parties’ compliance with applicable laws, and, if
applicable, shall survive the Investor’s admission as a Limited Partner. The representations, warranties
and agreements made by the Investor in this Agreement, the Investor Profile, the Questionnaire, the AML
Supplement and the Tax Forms are true, correct and complete in all respects as of the date set forth on the
signature page to this Agreement and will continue to be true, correct and complete in all respects for as
long as the Investor remains a Limited Partner.
(g) The Investor has all requisite power, authority and capacity to acquire and hold an
Interest, and to execute, deliver and comply with the terms and provisions of each of the documents and
instruments required to be executed and delivered by the Investor in connection with the Investor’s
subscription for an Interest, including this Agreement, and such execution, delivery and compliance does
not conflict with, or constitute a default under, any instruments governing the Investor, or violate any
applicable law, regulation or order, or any agreement to which the Investor is a party or by which the
Investor is or may be bound. If the Investor is an entity or trust, the person executing and delivering this
Agreement and any other documents or instruments on behalf of the Investor has all requisite power,
authority and capacity to execute and deliver such documents and instruments, and, upon the General
Partner’s request, will furnish the General Partner with true and correct copies of Investor’s current
governing documents or any other documents reasonably requested by the General Partner to establish
such requisite power, authority and capacity. This Agreement constitutes and will constitute a legal, valid
and binding obligation of the Investor, enforceable in accordance with its terms. If the Investor lives in a
community property state in the United States, either (i) the source of the Investor’s Capital Contribution
is and/or will be the Investor’s separate property and the Investor will hold the Interest as its separate
property, or (ii) the Investor has the authority alone to bind the community property with respect to this
Agreement, the Partnership Agreement and all agreements contemplated hereby and thereby.
(h) All information that the Investor has provided to the Fund Parties concerning or relating
to the Investor, the Investor’s status, financial position and knowledge and experience in financial, tax and
business matters, or, in the case of an Investor that is an entity, the knowledge and experience in financial,
tax and business matters of the person making the investment decision on behalf of such entity, including,
without limitation, the information provided by the Investor in the Investor Profile, is true, correct and
complete in all respects on and as of the date set forth on the signature page to this Agreement and shall
remain true, correct and complete during the term of the Investor’s investment in the Fund.
BP CAPITAL ENERGY EQUITY FUND II L.P. 4 CONFIDENTIAL

(i) The Investor understands that the value of the Investor’s Capital Account and
distributions therefrom under the Partnership Agreement, and the performance of the Fund, may be based
on unaudited and in some cases, estimated, valuations of the Fund’s investments and that valuations
provided in the Investor’s Capital Account statement may be unaudited, estimated values.
(j) The Investor understands that the Interests and their offer, sale and distribution are not
and will not be registered or qualified under the Securities Act or the laws of any other applicable
jurisdiction. The Investor is an “accredited investor,” as such term is defined in Rule 501(a) of Regulation
D promulgated under the Securities Act. Except as expressly indicated in the Questionnaire, the Investor
has not been organized or reorganized for the specific purpose of acquiring an Interest or for otherwise
investing in the Fund. The Investor recognizes that there is no established trading market for the Interests
and it is extremely unlikely that any public market for the Interests will develop. The Investor understands
and agrees that the Interests must be held indefinitely unless they are subsequently registered under the
Securities Act and, where required, under the laws of other applicable jurisdictions, or unless an
exemption from registration is available. Even if such an exemption is available, the Investor understands
and agrees that its Interest may not be offered, sold, pledged or otherwise transferred, encumbered or
disposed of (collectively, a “Transfer”), except in accordance with the Partnership Agreement. A
transferee of Interests may be admitted to the Fund as a substitute Limited Partner only with the consent
of the General Partner, which may be given or withheld in its discretion. The Investor will not Transfer its
Interest (in whole or in part) or any interest therein in contravention of the Partnership Agreement or
applicable state, federal and/or foreign laws.
(k) The Investor understands that the Fund is not and will not be registered as an “investment
company” under the U.S. Investment Company Act of 1940, as amended (the “Company Act”), pursuant
to one or more exclusion(s) provided from such definition under the Company Act, nor will the Fund
make any public offering of Interests within or outside the United States. The Investor is a “qualified
purchaser,” as such term is defined in Section 2(a)(51)(A) of the Company Act and the rules promulgated
thereunder. If the Investor is an entity, then either (i) each beneficial or equity owner of the Investor is a
“qualified purchaser,” or (ii) each of the following statements is and will remain true: (A) it has not been
organized or reorganized (as such terms are interpreted under the Company Act) for the purpose of
acquiring an Interest or for otherwise investing in the Fund; (B) its total Capital Contribution does not and
will not constitute forty percent (40%) or more of the Investor’s total assets (including committed
capital); (C) each of its equity owners or participants participates in investments made by the Investor pro
rata in accordance with its interest in the Investor and its beneficial owners or participants cannot opt-in
or opt-out of investments made by the Investor; and (D) its beneficial or equity owners or participants did
not and will not contribute additional capital (or agree to contribute additional capital) (other than
previously committed capital) for the purpose of purchasing an Interest. If the Investor is a company
formed on or before April 30, 1996, that relies on one or both of the exclusions provided from the
definition of investment company set forth in Section 3(c)(1) or Section 3(c)(7) of the Company Act, the
Investor hereby represents and warrants that all consents required under the Company Act to the
Investor’s treatment as a qualified purchaser have been obtained. 2 Except as expressly indicated on the
Questionnaire, under the ownership rules promulgated under Section 3(c)(1) of the Company Act, no
more than one person will be deemed a beneficial owner of the Investor’s Interest. In connection with the
purchase of an Interest, the Investor meets all suitability standards and eligibility requirements imposed
on it by applicable law.
2
The Company Act and the rules and regulations thereunder require that (i) all “beneficial owners” of outstanding securities (other than “short-
term paper”) of the Investor that acquired their interests on or before April 30, 1996, and (ii) all “beneficial owners” of any other excepted
investment company that is a “beneficial owner” of outstanding securities (other than “short-term paper”) of the Investor that acquired their
interests in such other excepted investment company on or before April 30, 1996, consent to such treatment.

(l) While the Investment Manager is registered with the U.S. Commodity Futures Trading
Commission (“CFTC”) as a CPO and a CTA, and is a member of the National Futures Association
(“NFA”), it has claimed relief from certain disclosure, reporting and recordkeeping requirements
generally applicable to CFTC-registered CPOs and CTAs pursuant to an exemption set forth in CFTC
Rule 4.7. Accordingly, the Investment Manager currently is not required to provide prospective Investors
in the Fund with a CFTC-compliant disclosure document. Further, none of the Fund Documents has been
or will be approved or reviewed by the CFTC or the NFA. The Investor is a qualified eligible person as
defined in CFTC Rule 4.7.
(m) Each of the Investor, its general partner, manager, managing member, directors, adviser
and sponsor, as applicable, is either (i) (a) duly registered with the CFTC in all capacities in which it is
required to be registered under the U.S. Commodity Exchange Act, as amended, and applicable CFTC
rules, and (b) a member in good standing of the NFA in all respects, or (ii) not required to be registered
with the CFTC in any capacity under the U.S. Commodity Exchange Act, as amended, or applicable
CFTC rules, in any respect. The Investor hereby agrees to supply the Fund and the Investment Manager
with any information and/or documentation that they may reasonably request in relation to the foregoing.
(n) The Investor acknowledges that it is not subscribing for an Interest as a result of or
pursuant to: (i) any solicitation, advertisement, article, notice or other communication published in any
newspaper, magazine or similar media outlet (including any internet site containing information about the
Fund which is not password protected) or broadcast over television or radio, or (ii) any seminar or
meeting whose attendees, including the Investor, had been invited as a result of, or pursuant to, any of the
foregoing.
(o) The Investor is a “U.S. Person,” as such term is defined in (i) Rule 902(k) of Regulation
S promulgated under the Securities Act, and (ii) Section 7701(a)(30) of the U.S. Internal Revenue Code
of 1986, as amended (the “Code”).
(p) The purchase of an Interest and, if applicable, any future Transfer of an Interest, shall not
be effected on or through (i) a United States national, regional or local securities exchange, (ii) a foreign
securities exchange or (iii) an interdealer quotation system that regularly disseminates firm buy or sell
quotations by identified brokers or dealers. The Investor further represents that any acquisition, Transfer
or other disposition of an Interest, as applicable, will not be made by, through or on behalf of (i) a person,
such as a broker or dealer, making a market in Interests or (ii) a person who makes available to the public
bid or offer quotes with respect to the Interests.
(q) If the Investor is acting as agent, trustee, nominee, custodian, investment manager,
administrator or otherwise (for such purpose, each an “Investor Representative”) for a person (such
person, the “Beneficial Holder”), the Investor Representative understands, acknowledges and agrees that
the representations, warranties and covenants made herein are made by the Investor Representative (i)
with respect to the Beneficial Holder and (ii) except as the context otherwise requires, with respect to the
Investor Representative. The Investor Representative represents and warrants that it has all requisite
power and authority from the Beneficial Holder to execute and perform the obligations under this
Agreement and the other Fund Documents. The Investor Representative also agrees to indemnify the
Fund Parties from and against any and all costs, fees, expenses and losses (including legal fees and
disbursements) incurred by any such Fund Parties and resulting (directly or indirectly) from the Investor
Representative’s misrepresentation or misstatement contained herein or the assertion of the Investor
Representative’s lack of proper authorization from the Beneficial Holder to enter into this Agreement or
perform the obligations hereof or related hereto. If the Investor is acting as Investor Representative for a
Beneficial Holder, the Investor acknowledges that any reference to “Investor” herein shall be deemed,
where applicable, to refer to both the Investor and the Beneficial Holder.

(r) The Investor is not (i) an “employee benefit plan” as defined in Section 3(3) of the
Employee Retirement Income Security Act of 1974, as amended (“ERISA”), that is subject to the
provisions of Title I of ERISA, (ii) an individual retirement account or annuity or other “plan” that is
subject to the prohibited transaction provisions of Section 4975 of the Code or (iii) a fund of funds, an
insurance company separate account or an insurance company general account or another entity or
account (such as a group trust), in each case whose underlying assets are deemed under the Department of
Labor’s regulations promulgated under ERISA at 29 C.F.R. Section 2510.3-101, et seq., as modified by
Section 3(42) of ERISA (the “Plan Assets Regulation”), to include “plan assets” of any “employee
benefit plan” subject to ERISA or a “plan” subject to Section 4975 of the Code (each referred to as a
“Benefit Plan Investor”).
(s) If the Investor later becomes a Benefit Plan Investor while it is a Limited Partner, the
Investor agrees to immediately notify the General Partner of such change in writing and include in the
notification the maximum percentage of the Investor’s equity interests that are held, or will be held, by
Benefit Plan Investors. The Investor agrees to notify the General Partner promptly in writing if there is
any change in the percentage of the Investor’s assets that are treated as “plan assets” for purposes of the
Plan Assets Regulation. The Investor acknowledges that no purchase of an Interest by or proposed
Transfer of an Interest to a person that has represented that it is a Benefit Plan Investor shall be permitted
to the extent that such purchase or Transfer would result in Benefit Plan Investors owning twenty-five
percent (25%) or more of the value of any class of Interests immediately after such purchase or proposed
Transfer (excluding any Interests of the General Partner and its affiliates). In addition, the Investor
acknowledges that the General Partner may require a Benefit Plan Investor to withdraw all or a portion of
its Interest to the extent it deems necessary to comply with the twenty-five percent (25%) limitation. The
Investor further acknowledges that, notwithstanding the reasonable efforts of the General Partner, no
assurance can be made that the Fund will satisfy the twenty-five percent (25%) limitation, or any other
exception such that the underlying assets of the Fund are not deemed to include “plan assets” for purposes
of the Plan Assets Regulation.
(t) The Investor is not a “governmental plan” within the meaning of Section 3(32) of ERISA
or Section 414(d) of the Code (a “Governmental Plan Investor”).
(u) If the Investor is an insurance company and is investing the assets of its general account
(or the assets of a wholly-owned subsidiary of its general account) in the Fund, the Investor hereby
certifies that the assets underlying the general account do not constitute “plan assets” within the meaning
of Section 401(c) of ERISA. The Investor agrees to promptly notify the General Partner if there is a
change in the percentage of the general account’s assets that constitute “plan assets” and include the new
percentage in the notice.
(v) If the Investor is a “charitable remainder trust” within the meaning of Section 664 of the
Code, the Investor has advised the General Partner in writing of such fact and the Investor acknowledges
that it understands the risks, including specifically the tax risks, if any, associated with its investment in
the Fund.
(w) To the extent permitted by applicable law, the Fund Parties may present any information
provided in such documents and any other information and/or documents provided by the Investor to such
parties (e.g., affiliates, attorneys, auditors, administrators, brokers and regulators) as they deem necessary
or advisable to facilitate the acceptance of the Capital Contribution and the management and operation of
the Fund, including, but not limited to, (i) in connection with applicable anti-money laundering and
similar laws, if called upon to establish the availability under applicable law of an exemption from
registration of the Interests, (ii) in compliance with applicable law or regulations and any relevant

exemptions relied upon by the Fund Parties or their respective affiliates or any agent of such persons, (iii)
if the contents of such documents are relevant to any issue in any action, suit or proceeding to which any
of the Fund Parties is a party or by which it is bound or (iv) if the information is required to facilitate the
Fund’s investments. The Fund Parties (and any agent of such parties) may also release information about
the Investor (i) if directed to do so by the Investor (subject to the discretion of the General Partner), (ii) if
compelled to do so by law or (iii) in connection with any government or self-regulatory organization
request or investigation. The Investor acknowledges receipt of the Privacy Notice of the Investment
Manager, a copy of which is attached to this Agreement as Exhibit E.
(x) The Investor acknowledges receipt of Part 2 (including Part 2A and Parts 2B) of the
Investment Manager’s Form ADV. Part 1 and Part 2A of the Investment Manager’s Form ADV are also
available online via the Investment Adviser Public Disclosure website at www.adviserinfo.sec.gov. The
Investor has reviewed Part 2 (including Part 2A and Parts 2B) of the Investment Manager’s Form ADV
and understands the disclosures and risks set forth in such documents. A copy of Part 2 (including Part 2A
and Parts 2B) of the Investment Manager’s Form ADV is attached to this Agreement as Exhibit F.
(y) The Investor hereby agrees to (i) provide any form, certification or other document and/or
information reasonably requested by and acceptable to the General Partner that is necessary for the Fund
(A) to prevent withholding or qualify for a reduced rate of withholding or backup withholding in any
jurisdiction from or through which the Fund receives payments or (B) to satisfy reporting or other
obligations under the Code and the United States Treasury Regulations; (ii) update or replace such form,
certification or other document and/or information in accordance with its terms or subsequent
amendments; and (iii) otherwise comply with any reporting obligations imposed by the United States or
any other jurisdiction, including reporting obligations that may be imposed by future legislation. The
Investor agrees that if, and to the extent that, the Fund is required to make any payment, withholding or
deduction as a consequence of the Investor failing to comply in a timely manner with the requirement(s)
set forth in the preceding sentence, the Fund shall be entitled, at the discretion of the General Partner,
specially to allocate such expense to the Investor or require the withdrawal of all or any portion of its
Interest. In addition, the General Partner shall at any time and from time to time be entitled to determine
that the Fund shall not make payment of all or a portion of the withdrawal proceeds payable in respect of
such required withdrawal to the Investor if the Fund is required under the laws of the United States or as a
consequence of any arrangement between the Fund and the United States Treasury Department or similar
government division or department to withhold any payments as a consequence of the Investor failing to
comply in a timely manner with the requirements set forth in this Section 4(y). The Investor
acknowledges and agrees that, in the event that the Fund is required to pay federal, state, local or other
taxes with respect to the Investor, the Fund will deduct the amounts so paid from its Capital Account
promptly following such payment. If the balance in the Investor’s Capital Account is insufficient to
reimburse the Fund for such federal, state, local or other taxes, the Investor is required to reimburse the
Fund for any such excess within a reasonable time after a request therefor by the Fund.
5. Acknowledgment of Conflicts of Interest.
(a) The Investor understands that (i) the General Partner, the Investment Manager, and their
principals and affiliates engage and/or may engage in other activities in addition to those on behalf of the
Fund, including serving as CPO, CTA and investment adviser with respect to the Master Fund, the
Offshore Fund and the Original Funds and other private pooled investment vehicles and separately
managed accounts, which may utilize the same or similar investment strategies and may invest in the
same or similar investment products and (ii) the Investment Manager will provide investment advice to
the Fund, not to individual Limited Partners, prospective investors or the Investor, and no investment
advisory relationship exists or will exist between the Investor or any of the Limited Partners, on the one
hand, and the General Partner, the Investment Manager or any of their respective affiliates, on the other

hand. The Investor acknowledges and agrees that the Investment Manager treats the Fund, not the
Investor or any of the Limited Partners, as its client for all purposes permitted under the U.S. Investment
Advisers Act of 1940, as amended (the “Advisers Act”) and the Commodity Exchange Act, as amended,
and any other applicable laws and regulations, to the extent permitted under such laws. This means that
all required disclosures by the Investment Manager are made to the Fund, not the Limited Partners, and
that any necessary consents may be given by the General Partner on behalf of the Fund and the Limited
Partners (to the extent permitted under the Partnership Agreement).
(b) The Investor hereby authorizes the General Partner and/or the Investment Manager, on
behalf of the Investor, to select one or more persons, who shall not be an affiliate of the General Partner
or the Investment Manager, to serve on a committee, the purpose of which is to consider and, on behalf of
the Investors, approve or disapprove, to the extent required by applicable law or deemed advisable by the
General Partner or the Investment Manager, any principal transactions and certain other transactions and
matters that the General Partner or the Investment Manager elects to present thereto. The Investor
acknowledges that such committee may approve of such transactions prior to or contemporaneously with,
or ratify such transactions subsequent to, the consummation of such transactions. In no event shall any
such transaction be entered into unless it complies with applicable law. The person(s) so selected may be
exculpated and indemnified by the Fund in the same manner and to the same extent as the General Partner
and the Investment Manager are so exculpated and indemnified.
(c) There can be no assurance that all conflicts will be resolved in a manner that is
favorable to the Fund or the Limited Partners. By executing this Agreement and subscribing for an
Interest, the Investor acknowledges and represents that it has carefully reviewed and considered
the conflicts of interest and other risks set forth in this Agreement, Part 2 of the Investment
Manager’s Form ADV and the other Fund Documents, and understands and consents to the
existence of actual or potential conflicts of interest relating to the Investment Manager, the General
Partner, the Fund and their respective affiliates including, without limitation, those conflicts
described in this Agreement, the Memorandum and Part 2 of the Investment Manager’s Form
ADV, and to the operation of the Fund subject to such conflicts, subject to the terms and conditions
set forth in the Partnership Agreement.
6. Power of Attorney.
(a) By executing this Agreement, the Investor hereby grants a power of attorney to the
General Partner, making, constituting and appointing the General Partner as the Investor’s attorney-in-
fact, with power and authority to act in the Investor’s name and on the Investor’s behalf to execute,
acknowledge and swear to the execution, acknowledgment and filing of the following documents
relating to the Fund:
(1) the Partnership Agreement, substantially in the form provided to the Investor
and any duly adopted amendments thereto, or any document required to admit the Investor as a
Limited Partner;
(2) any other instrument or document that may be required to be filed by the Fund
under the laws of any state or by any governmental agency, or that the General Partner deems
advisable to file;
(3) any instrument or document that may be required to effect the continuation of
the Fund, the admission of an additional or substituted Limited Partner, or the redemption or a
transfer of all or part of any Interests, or the dissolution and termination of the Fund (provided
such continuation, admission or dissolution and termination are in accordance with the terms

of the Partnership Agreement), or to reflect any reductions in amount of contributions of
Limited Partners; and
(4) all agreements, deeds, instruments or documents, or any counterpart thereof,

relating to any amendments to the Partnership Agreement adopted in accordance with the
Partnership Agreement.
(b) The power of attorney being granted hereby by the Investor:
(1) is a special power of attorney coupled with an interest, is irrevocable and shall
survive the death or legal incapacity of the Investor;
(2) may be exercised by the General Partner signing individually for the Investor
or for all of the Limited Partners in executing any particular instrument; and
(3) shall survive a Transfer by the Investor of its Interest except that, where the
assignee of the entire Interest owned by a Limited Partner has been approved by the General
Partner for admission to the Fund as a substituted Limited Partner, the special power of
attorney shall survive such Transfer for the sole purpose of enabling the General Partner to
execute, acknowledge and file any instrument or document necessary to effect such
substitution.
(c) In the event of any conflict between the Partnership Agreement and any document
filed pursuant to this power of attorney, the Partnership Agreement shall control.
(d) The Investor hereby represents and warrants that the power of attorney granted by the
Investor pursuant to this Section 6 has been executed by or for the benefit of the Investor in
compliance with the laws of the state or jurisdiction in which this Agreement was executed and to
which the Investor is subject.
(e) The exercise of this power of attorney shall be subject to the General Partner’s
responsibility to obtain the approval of the Limited Partners on such matters as required by the
Partnership Agreement or by applicable law.
(f) To the extent that the power of attorney granted or purported to be granted by the
Investor to the General Partner herein is or is otherwise deemed to be unenforceable or inapplicable
with respect to the Investor, then the Investor shall do and perform, or cause to be done and performed,
all such further acts and things, and shall execute and deliver to the General Partner all such other
agreements, certificates, instruments and documents, as the General Partner may reasonably request in
order to carry out the intent and accomplish the purposes of this Agreement, the Fund Documents and
the consummation of the transactions contemplated hereby and thereby, including, but not limited to,
executing a counterpart signature page to the Partnership Agreement.
7. Indemnification. The Investor hereby acknowledges that it understands the meaning and legal
consequences of the representations, warranties, agreements, certifications and covenants made by it in
this Agreement, the Investor Profile, the Questionnaire, the AML Supplement and the Tax Forms, and the
Investor hereby agrees, to the fullest extent permitted by applicable law, to indemnify and hold harmless
each of the Fund Parties, each of the Limited Partners and each of their respective directors, members,
managers, partners, employees, shareholders, officers, agents or affiliates (each, an “Indemnified Party”
and collectively, the “Indemnified Parties”), from and against any and all losses, claims, damages,
liabilities, whether joint or several, expenses (including legal fees and expenses), judgments, fines,

settlements and other amounts (“Losses”) of any nature whatsoever, known or unknown, liquidated or
unliquidated, joint or several, to which the Indemnified Parties may become subject, insofar as such
Losses arise out 0f or arc based in any way upon: (a) any false representation, warranty or certification
made by the Investor, or a breach or failure by the Investor to comply with any covenant, certification or
agreement made by the Investor, in this Agreement, the Investor Profile, the Questionnaire, the AML
Supplement, the Tax Forms or in any other document furnished by the Investor to any of the Fund Parties
in connection with the subscription for an Interest and any other transaction contemplated in this
Agreement and (b) any action for securities law Violations instituted by the Investor or its affiliates that is
finally resolved (in a court 0f original jurisdiction) against the Investor or its affiliates. The indemnity
obligations 0f the Investor pursuant to this paragraph shall be in addition to, and shall not limit, any other
liability the Investor may otherwise have (including, without limitation, under the Partnership
Agreement). Notwithstanding the foregoing, nothing contained in this Agreement shall relieve (nor
is intended t0 relieve) an Indemnified Party of any liability to the extent (and only to the extent)
such liability may not be waived, modified or limited under applicable law (including liability under
certain U.S. securities laws which, under certain circumstances, may impose liability even on
persons acting in good faith).
8. Anti—Monev Laundering Representations. The Investor hereby represents, warrants and

certifies to each 0f theFund Parties, and hereby agrees, as follows:
The Investor should check the website 0f the U.S. Treasury Department’s Office 0f Foreign Assets
Control (“OFA C”) at http://www.treas.g0v/offices/enforcemenflofac/ (the “OFAC Website”) before
making thefollowing representations and agreements.
(a) Thc Investor acknowledges that thc General Partner prohibits investments in thc Fund by
or on behalf of the following persons or entities (each, a “Prohibited Investor”) and represents that
neither it, nor any person controlling or controlled by it, nor any 0f its beneficial owners, is a Prohibited
Investor:
(1) A country, territory, individual or entity Whose name appears on the List of
Specially Designated Nationals and Blocked Persons maintained by OFAC, Which is available
through the OFAC Website;
(2) An individual who of, or an entity that maintains a place

resides in or is a citizen
0f business in, whose
or any person from 0r through a country whose name
funds are transferred
appears in thc list of Sanctioned Countries maintained by OFAC, Which is available through thc
OFAC Website; and
(3) A “Foreign Shell Bank” as defined in the U.S. Uniting and Strengthening
America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism (USA
PATRIOT) Act of 2001, as amended, which generally means a non-U.S. bank that does not
conduct banking operations at a physical location.
(b) N0 part 0f the funds used by the Investor to make Capital Contributions or other
payments to the Fund or to fund all or any part of its Capital Contribution has been, is, or Will be, directly
or indirectly derived from, or related t0, any activities that contravene applicable laws and regulations,
including anti-money laundering laws and regulations.
(c) Thc Investor shall promptly on demand provide any information and execute and deliver
any documents as the General Partner and/or its respective affiliates or agents may reasonably request to
verify the identity and source of funds of thc Investor in accordance with applicable legal and regulatory

began the dissolution
began the process
dissolution process in late 2017,
in late the Fund returned
2017, the returned to value of his
the value
to Hennick the his
remaining
remaining interest
interest in Fund.
the Fund.
in the
9.
9. Attached hereto
Attached as Exhibit
hereto as A-7
Exhibit A—7 is aa true
is and correct
true and copy of aa letter
correct copy agreement
letter agreement
between Floyd Panners

and the
Pmtners and July
the Fund on July
by the
approved by 1, 2006.
1, 2006.
10.
as Exhibit is a
is true and correct
a true copy of a
correct copy letter agreement
a letter
between Partners and

Floyd Partners
and the by the
approved by l, 2006.
the Fund on August 1, 2006.
l.
lll. Attached hereto
as Exhibit
is correct copy
and correct
l!ue and copy of letter agreement
of aa letter
Floyd Partners
between Floyd
between the Fund approved by
Partners and the on November
the Fund 0n
by the 1, 2007.
1,
12.
12. Attached
hereto as is true
true and copy 0f
correct copy notices
withdrawal notices
of withdrawal
submitted by
submitted Floyd Partners
by Floyd in Octbber
Partners in 2008 and
October 2008 fax cover
and aa fax page with
cover page instructions provided
with instructions by
provided by
Hennick. word "amended"

The word
Hennick. The “amended” was written 0n
was written the withdrawal
on the notices dated
withdrawal notices 23, 2008
October 23,
dated October
after
after the withdrawal notices
the withdrawal by Floyd
notices were submitted by Partners.
Floyd Partners.
13.
as Exhibit A—ll is correct copy
true and correct
is aa true of aa request
copy 0f for
request for
withdrawal submitted by Floyd Partners
by Floyd 2009. BP Capital
in March 2009.
Pamnel's in II, L.P.,
Energy Fund II,
Capital Energy L.P.,
referenced Hennick in
by Hennick
referenced by in the request for
the request withdrawal,
for withdrawal, was a by TBP
a hedge fund managed by
Investments Management,
Investments L.L.C. that
Management, L.L.C. invested solely
generally invested
that generally solely in commodities.
in commodities.
14.
l4. Attached hereto
as Exhibit
is and correct
true and copy of
of aa request for
submitted by
withdrawal Floyd Partners
by Floyd in October
Pmtners in 2009.
October 2009.
15.
as Exhibit is a
is true and correct
a true copy of a
a request for
withdrawal by Floyd
submitted by
withdrawal submitted Floyd Panners April 2012
in April
Pmtners in with certain
2012 with certain handwritten annotations made
by the Fund.
by the Fund.
AFFIDA VJT OF DICKIE GRANT

AFFIDAVIT Page 3
Page 3

(h) If the Investor is an entity, it has carried out reasonable and appropriate investor
identification procedures with regard to all persons having beneficial ownership of the Investor, and such
procedures are sufficient to give the Investor a reasonable basis to believe that the representations and
warranties in this Section 8 are accurate and complete in all respects.
9. Confidentiality. The Investor acknowledges that it will receive or otherwise have access to
confidential, proprietary information concerning or relating to the Fund Parties, the Master Fund and their
respective affiliates, including, without limitation (a) the Fund Documents; (b) portfolio positions,
valuations, information regarding potential and actual investments, financial information, trade secrets,
offering documents, due diligence questionnaires; and (c) any other information or documents provided to
the Investor in connection with its subscription for an Interest and its investment or potential investment
in the Fund (collectively, the “Confidential Information”). The Investor agrees that it shall not disclose
or cause to be disclosed any Confidential Information to any person or use the Confidential Information
for its own purposes or its own account, except in connection with evaluating an investment or continued
investment in the Fund and the purchase of an Interest (and, in connection with the purchase of an
Interest, may only disclose the Confidential Information to officers, employees, agents, affiliates or
advisors of the Investor that (a) have a need to know the Confidential Information solely for purposes of
assisting the Investor in evaluating its investment in the Fund and (b) are obligated to keep such
information confidential) and except as otherwise required by any regulatory authority, law or regulation,
by legal process or as otherwise authorized by the General Partner or the Fund Documents. The Investor
represents and warrants that, except as disclosed to the General Partner in writing, it is not subject to any
law, governmental rule, regulation or legal process in any jurisdiction (including, without limitation,
lawsuits, subpoenas administrative proceedings or the U.S. Freedom of Information Act, or any
comparable laws or regulations of any U.S. or non-U.S. jurisdiction) requiring the Investor to disclose (on
receipt of a request to do so or otherwise) any information relating to the Fund or the Investor’s
investment in the Fund. The Investor has not reproduced, duplicated or delivered any of the Fund
Documents to any third party, except professional advisors of the Investor or as authorized herein or as
otherwise authorized in writing. Notwithstanding the foregoing, the Investor (and each employee,
representative or other agent of the Investor) may disclose to any and all persons without limitation of any
kind, the tax treatment and tax structure of (a) the Fund and (b) any of its transactions, and all materials of
any kind (including opinions or other tax analyses) that are provided to the Investor relating to such tax
treatment and tax structure.
10. Assignment; Transferability; Amendment. Neither this Agreement nor any interest in this
Agreement may be directly or indirectly transferred or assigned, in whole or in part, by the Investor
without the prior written consent of the General Partner. The Investor further agrees that any direct or
indirect Transfer of an Interest will be made only in accordance with the terms and conditions of the
Partnership Agreement. This Agreement may be amended or modified only by an instrument in writing
signed by the Investor and the General Partner. No addition, deletion or other modification to this
Agreement shall be effective or binding upon any of the Fund Parties unless it is specifically accepted and
agreed to by the General Partner as evidenced by the initials of an authorized signatory of the General
Partner.
11. Notices. Except as otherwise set forth herein or therein, all notices, demands or requests required
or permitted under this Agreement or the Fund Documents must be in writing and shall be made via
Federal Express or other comparable overnight courier with regular, daily service by facsimile or by
electronic delivery: (a) if to the Investor, to the address, facsimile number or e-mail address provided by
the Investor in the Investor Profile; and (b) if to the Fund or the General Partner, to BP Capital Energy
Equity Fund II, L.P., c/o TBP Investments Management, LLC, 260 Preston Commons West, 8117 Preston
Road, Dallas, Texas 75225, but any party may designate a different address by a notice similarly given to

each of the Fund, the General Partner and the Investor, as applicable.
12. Electronic Delivery of Account Information. The Investor hereby agrees and provides the
Investor’s consent and authorization for the Fund Parties and their respective affiliates and agents to
electronically deliver Account Communications. As used in this Agreement, “Account Communications”
means all current and future Capital Account statements; the Fund Documents (including any and all
amendments or supplements to such Fund Documents); notices, including privacy notices; letters or
notices to Limited Partners; annual audited financial statements; regulatory communications (including
Form ADV) and other information, documents, data and records regarding the Investor’s investment in
the Fund. Electronic delivery by the Fund Parties and their respective affiliates and agents includes e-mail
delivery as well as electronically making such information available to the Investor on the Investment
Manager’s website, if applicable. The Investor consents to receive Schedules K-1 (Partner’s Share of
Income Deductions, Credits, etc.) from the Fund electronically via email, the internet and/or another
electronic reporting medium in lieu of paper copies. It is the Investor’s affirmative obligation to notify the
General Partner promptly in writing if the Investor’s e-mail address listed in the Investor Profile changes
at any time. The Investor may elect to revoke or restrict its consent to electronic delivery of Account
Communications at any time by notifying the General Partner, in writing, of the Investor’s election to do
so. The Fund Parties and their respective affiliates and agents shall not be liable for any interception of
Account Communications.
13. Additional Information; Updates. Promptly upon request, the Investor agrees to provide the
Fund Parties with such additional information and documents as may be reasonably requested by any of
them from time to time. The Investor further agrees to notify the General Partner promptly in writing
should any of the representations, warranties, agreements and/or certifications made by the Investor in
this Agreement, the Questionnaire, the AML Supplement or the Tax Forms (or in documents submitted in
connection with the AML Supplement) become inaccurate or incomplete in any respect at any time or if
there should be any change in any of the information and documents provided by the Investor to any of
the Fund Parties (including any change in the information set forth in the Investor Profile). The Investor
acknowledges that it participated in, and had a meaningful opportunity to participate in, the negotiation
and drafting of this Agreement.
14. Counterparts. This Agreement may be executed in any number of counterparts, each of which
shall be an original but all of which taken together constitutes one agreement. The Investor hereby
acknowledges and agrees that the signature page to this Agreement shall constitute a counterpart signature
page to the Partnership Agreement (and any and all authorized amendments thereto).
15. Severability. Each provision of this Agreement, including each representation, warranty and
covenant made in the Questionnaire and Investor Profile incorporated by reference herein, and each
provision of or grant of authority by or in the power of attorney set forth in Section 6 hereof, shall be
considered severable. If it is determined by a court of competent jurisdiction that any provision of this
Agreement is invalid under applicable law, such provision shall be ineffective only to the extent of such
prohibition or invalidity, without invalidating the remainder of this Agreement.
16. Legal Representation. The Investor acknowledges and agrees that Haynes and Boone, LLP acts
as counsel to the Fund and certain of the other Fund Parties in connection with the formation and
organization of the Fund and the offering of Interests. The Investor also understands that, in connection
with the offering and subsequent advice to the Fund Parties, Haynes and Boone, LLP will not be
representing the Investor or any other Limited Partner, and no independent counsel has been or will be
retained by the Fund Parties to represent the interests of the Investor, any Limited Partner or the Limited
Partners.

17. Entire Agreement. This Agreement and the Partnership Agreement (and any applicable side
letter) constitute the entire arrangement and understanding between the Fund and the Investor regarding
the subject matter thereof and supersede any prior or contemporaneous agreements, arrangements and
understandings, written or oral, between the parties regarding the same. In the event of a conflict between
any terms or provisions of this Agreement and any terms or provisions of the Partnership Agreement, the
Partnership Agreement shall control.
18. Binding Effect; Survival. This Agreement shall: (a) be binding upon the Investor and its heirs,
estates, executors, administrators and other personal and/or legal representatives, successors and
permitted assigns and shall inure to the benefit of the Fund, the General Partner, the Investment Manager
and their respective successors and assigns; (b) survive the acceptance of the Investor as a Limited
Partner, if applicable; and (c) if the Investor consists of more than one person, be the joint and several
obligation of each such person and each such person’s heirs, estates, executors, administrators and other
personal and/or legal representatives, successors and permitted assigns. The Investment Manager shall be
a third party beneficiary with respect to this Agreement and the terms and provisions set forth herein.
19. Governing Law; Jurisdiction. This Agreement shall be governed and construed in accordance
with the internal laws of the State of Delaware, without regard to conflicts of law principles of the State of
Delaware. The Investor hereby irrevocably agrees that any suit, action or proceeding with respect to this
Agreement or the Fund and any or all transactions relating to this Agreement and the Fund must be
brought exclusively in the federal or state courts in the State of Texas. The Investor hereby irrevocably
submits to the jurisdiction of the federal or state courts in the State of Texas with respect to any such suit,
action or proceeding and agrees and consents that service of process as provided by Delaware law may be
made upon the Investor in any such suit, action or proceeding brought in any of said courts, and the
Investor may not claim that any such suit, action or proceeding has been brought in an inconvenient
forum. The Investor hereby further irrevocably consents to the service of process out of any of the
aforesaid courts, in any such suit, action or proceeding, by the mailing of copies of such documents, by
certified or registered mail, return receipt requested, addressed to the Investor at the current address of the
Investor then appearing on the records of the Fund.
20. WAIVER OF JURY TRIAL. EACH PARTY KNOWINGLY, VOLUNTARILY AND

INTENTIONALLY WAIVES ITS RIGHT TO A TRIAL BY JURY TO THE EXTENT
PERMITTED BY LAW IN ANY LEGAL ACTION OR PROCEEDING ARISING OUT OF OR
RELATING TO THIS AGREEMENT, THE PARTNERSHIP AGREEMENT AND ANY AND
ALL TRANSACTIONS RELATING THERETO. THIS WAIVER APPLIES TO ANY LEGAL
ACTION OR PROCEEDING, WHETHER SOUNDING IN CONTRACT, TORT OR
OTHERWISE. THE INVESTOR ACKNOWLEDGES THAT IT HAS RECEIVED THE ADVICE
OF COMPETENT COUNSEL.
[Signature page follows]

SIGNATURE PAGE TO SUBSCRIPTION AGREEMENT
By executing below, and intending to be legally bound, the Investor has duly executed this
Agreement (including the Questionnaire and the AML Supplement) and understands and agrees to
be bound by all of its provisions. The Investor further agrees, effective as of the Closing Date, (a) to
be bound by, and otherwise comply with, all provisions of the Partnership Agreement and (b) that
this signature page will also serve as a counterpart signature page to the Partnership Agreement, as
evidence that the Investor understands and agrees to be bound by all provisions of the Partnership
Agreement.
IN WITNESS WHEREOF, the Investor has executed and unconditionally delivered this Agreement and
the Partnership Agreement on the date set forth below with effect from the date set forth by the General
Partner on the Acceptance Page to this Agreement (as applicable).
Date: _________________________ ______ , 20______
INDIVIDUALS ENTITIES
Signature Print Name of Entity
By:
Print Name Authorized Signatory
Additional Investor Signature (if applicable) Print Name
Print Name Print Title
By:
Additional Signatory (if applicable)
Print Name
Print Title
Capital Contribution: $
Requested Closing Date:

24.
true and
is aa true copy of
correct copy of the letter posted
the letter for
posted for
15‘ Quarter of 2008.

the 1st
the Quarter of2008.
25.
25. hereto as
Attached hereto is a
Exhibit A-22 is
as Exhibit true and
a true correct copy
and correct of the
copy 0f the letter posted for
letter posted for
the 2""
the Quarter of
2"“ Quarter 2008.
0f 2008.
26.
Exhibit A-23 is true and c01rect
a true copy of
correct copy Ofthe letter posted
the letter for
posted for
the 3'"
the Quafier of2008.
3’d Qumier 0f 2008.
27.
27. Attached
hereto as Exhibit A—24 true and
is aa true
A-24 is correct copy
of the posted for
letter posted for
the 4‘“
the of2008.
Qumier of
4th Quarter 2008.
28.
28. Attached hereto
Attached as Exhibit
hereto as is a
true and
a true copy of
0f the posted for
letter posted for
the 2nd
the of 2006.
Quarter of
2"d Qumier 2006.
29.
Exhibit A—26
true and
is aa true copy 0f
of the posted for
letter posted for
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Page

FOR INTERNAL USE ONLY
ACCEPTANCE PAGE
TO
SUBSCRIPTION AGREEMENT
INVESTOR NAME:
By its execution and delivery of this Acceptance Page to the Subscription Agreement, BP Capital
Management, L.P., the general partner of BP Capital Energy Equity Fund II, L.P., hereby accepts the
foregoing subscription on behalf of BP Capital Energy Equity Fund II, L.P. either  IN FULL or  for
$___________________________, and by such acceptance admits the Investor as a Limited Partner, and
binds itself and the Investor to the terms of the Partnership Agreement and the Subscription Agreement.
By: BP Capital Management, L.P.,

its general partner
By: TBP Investments Management LLC,

its general partner
By:
Name:
Title:
Date: , 20
ACCEPTANCE PAGE TO SUBSCRIPTION AGREEMENT

EXHIBIT A
INVESTOR PROFILE
INVESTOR NAME:
CAPITAL CONTRIBUTION:
 INDIVIDUAL INVESTORS
Date of Birth: _____________________________ Nationality:_____________________________

Place of Birth:_____________________________ Occupation:_____________________________
Residential Address: ___________________________________________________________________
____________________________________________________________________________________
Social Security Number:
 ENTITY INVESTORS
Registered Office Address:______________________________________________________________

____________________________________________________________________________________
Principal Place of Business:______________________________________________________________
___________________________________________________________________________________
U.S. Tax Identification Number: _______________________________________
Approximate number of beneficial or equity owners:_____________________________
Date of Formation: _______________________________________
Jurisdiction of Formation: _______________________________________
Name and Title of Authorized Person Completing the Questionnaire: ____________________________
INVESTOR PROFILE

 PRIMARY CONTACT
Mailing Address:___________________________ Attention:_______________________________

_________________________________________ Telephone:______________________________
_________________________________________ Facsimile:_______________________________
_________________________________________ E-mail:__________________________________
Preferred method of communication: Confidential Website Access1 Regular Mail
 If the Primary Contact is to be the only recipient of all notices and reports, please check the box at
the left and do not repeat the contact information in response to the various questions below.
 SECONDARY CONTACT
Please list additional individual(s) who should receive copies of all notices and reports:
1. Mailing Address:___________________________ Attention:_______________________________
_________________________________________ Telephone:______________________________
_________________________________________ Facsimile:_______________________________
_________________________________________ E-mail:_________________________________
Preferred method of communication: Confidential Website Access Regular Mail
_________________________________________ Telephone:______________________________
_________________________________________ Facsimile:_______________________________
_________________________________________ E-mail:_________________________________
(Please use additional sheet, if necessary)
1
Please note that the website is password protected. If this option is selected, we will provide you with a password to access this website.
INVESTOR PROFILE

 CATEGORY OF INVESTOR (Please select only one)
Individual U.S. Person (including Non-Profit Organization Sovereign Wealth Fund or

his/her trusts) Foreign Official Institution
Individual Non-U.S. Person Pension Plan (excluding Other Non-U.S. Person (please
(including his/her trusts) governmental pension plans) explain)
Broker-Dealer Banking or Thrift Institution ___________________________

(proprietary)
___________________________
Insurance Company State or Municipal Other (please explain)
Governmental Entity (excluding ___________________________
governmental pension plans)
___________________________
Investment Company Registered State or Municipal
with the SEC Governmental Pension Plan
Private Fund2 (excluding a Fund of Fund of Funds3

Funds)
 BANK INFORMATION
Please provide the following information with respect to the bank or other financial institution from
which the Investor’s Capital Contribution, withdrawals and distributions will be wired or drawn. Please
note that any amounts paid to the Investor in connection with withdrawals and distributions will be paid
to the same account from which its Capital Contribution was originally remitted, unless the General
Partner agrees otherwise. Payments from third parties generally are not accepted.
Name of Banking Institution:
Address:
Telephone Number:
ABA Fedwire:
For the Account of:
Account Number:
2
A “Private Fund” is any issuer that would be an investment company as defined in Section 3 of the Company Act, but for Section 3(c)(1) or
3(c)(7) of the Company Act.
3
A “Fund of Funds” is a pooled investment vehicle that invests ten percent (10%) or more of its total assets in other pooled investment vehicles,
whether or not such pooled investment vehicles are Private Funds, or registered investment companies.
INVESTOR PROFILE

 AUTHORIZED SIGNATORIES
Set forth below are the names and signatures of the persons authorized by the Investor to give and receive
instructions with respect to any withdrawal by or distribution to the Investor from the Fund. Such persons
are the only persons authorized until further written notice to the General Partner signed by one or more
of such persons: (Please attach additional pages if needed)
Names Sample Signatures
INVESTOR PROFILE

EXHIBIT B
CONFIDENTIAL INVESTOR QUESTIONNAIRE
To ensure compliance with applicable laws and regulations, it is necessary to obtain certain
representations, covenants and information regarding the eligibility and status of each prospective
investor in the Fund. The following three (3) forms of Confidential Investor Questionnaire (collectively,
the “Questionnaire”) are attached to this Exhibit B. Please complete only the form(s) of
Questionnaire(s) that is applicable to the Investor.
(1) Questionnaire for Individuals (attached as Exhibit B-1). The Questionnaire for Individuals must
be completed by any subscriber that is a natural person (i.e., an individual). In the event a
subscriber consists of more than one natural person (other than a husband and wife subscribing as
joint tenants), each such person should complete a separate Questionnaire for Individuals. If the
subscriber is a husband and wife subscribing as joint tenants, only one Questionnaire for
Individuals is required.
(2) Questionnaire for Trusts (attached as Exhibit B-2). The Questionnaire for Trusts must be
completed by any subscriber that is a trust (whether revocable, irrevocable or otherwise) (other
than a Benefit Plan Investor). Each such subscriber must also comply with the additional
requirements set forth in the footnotes and instructions to the Questionnaire, which may require
that a Questionnaire also be prepared for one or more additional persons or entities.
(3) Questionnaire for Entities (attached as Exhibit B-3). The Questionnaire for Entities must be
completed by any subscriber that is a corporation, partnership, limited liability company,
retirement system, Benefit Plan Investor or similar entity (excluding any trusts other than trusts
that are Benefit Plan Investors), and, as applicable, such subscriber should comply with the
additional requirements set forth in the footnotes and instructions to the Questionnaire, which
may require that a Questionnaire also be prepared for one or more additional persons or entities.
If the subscriber is an individual retirement account or a self-directed employee retirement plan,
such subscriber should complete this Questionnaire for Entities.
The Investor must return properly completed Questionnaire(s) to the Fund before a subscription may be
accepted. By completing the applicable Questionnaire(s) and executing the Subscription Agreement, the
Investor represents, warrants and certifies that all of the answers, statements and information in the
Questionnaire(s) are true and correct as of the date set forth on the signature page to the Subscription
Agreement. The Investor agrees to provide such additional information and documents related to the
Questionnaire(s) as is requested by the Fund Parties and to notify the General Partner promptly of any
change which may cause any answer, statement or information set forth in the Questionnaire(s) to become
inaccurate or untrue in any respect.

EXHIBIT A-1

his/her spouse, of in excess of $1,000,000.
B. _____ The Investor is a natural person who had an individual annual income 3 (exclusive of any
income attributable to his/her spouse) of more than $200,000 in each of the past two
years, and reasonably expects to have an individual annual income in excess of $200,000
during the current year.
C. _____ The Investor is a natural person who had joint annual income 4 with his/her spouse of
more than $300,000 in each of the past two years, and reasonably expects to have joint
annual income in excess of $300,000 during the current year.
D. _____ The Investor is a director, executive officer or general partner of the Fund or director,
executive officer or general partner of the General Partner.
E. _____ None of the above items is applicable with respect to the Investor.
III. QUALIFIED PURCHASER STATUS
The Investor certifies and represents, to and for the benefit of each of the Fund, the General
Partner and the Investment Manager, that he/she is a “qualified purchaser,” as such term is defined in
Section 2(a)(51)(A) of the Company Act, because: (please initial each item applicable to the Investor)
A. _____ The Investor is a natural person who owns (either individually or jointly with his/her
spouse) not less than $5,000,000 in Investments. 5
time of the sale of the Interest shall be included as a liability..

3
For purposes of this item, “individual annual income” means adjusted gross income as reported for U.S. federal income tax purposes, less any
income attributable to a spouse or to property owned by a spouse, increased by the following amounts (but not including any amounts attributable
to a spouse or to property owned by a spouse): (i) the amount of any interest income received which is tax-exempt under Section 103 of the Code,
(ii) the amount of losses claimed as a limited partner in a limited partnership (as reported on Schedule E of Form 1040), (iii) any deduction
claimed for depletion under Section 611 et seq. of the Code, and (iv) any amount by which income from long-term capital gains has been reduced
in arriving at adjusted gross income pursuant to the provisions of Section 1202 of the Code prior to its repeal by the Tax Reform Act of 1986.
4
For purposes of this item, “joint annual income” means adjusted gross income as reported for U.S. federal income tax purposes, including any
income attributable to a spouse or to property owned by a spouse, increased by the following amounts (including any amounts attributable to a
spouse or to property owned by a spouse): (i) the amount of any interest income received which is tax-exempt under Section 103 of the Code, (ii)
the amount of losses claimed as a limited partner in a limited partnership (as reported on Schedule E of Form 1040), (iii) any deduction claimed
for depletion under Section 611 et seq. of the Code, and (iv) any amount by which income from long-term capital gains has been reduced in
arriving at adjusted gross income pursuant to the provisions of Section 1202 of the Code prior to its repeal by the Tax Reform Act of 1986.
5
The term “Investments” means any or all: (i) securities (as defined in the Securities Act), except for securities of issuers controlled by the
Investor (“Control Securities”), unless (A) the issuer of the Control Securities is itself a registered or private investment company or is exempted
from the definition of investment company by Rule 3a-6 or Rule 3a-7 under the Company Act, (B) the Control Securities represent securities of
an issuer that files reports pursuant to Section 13 or 15(d) of the U.S. Securities Exchange Act of 1934, as amended (the “Exchange Act”), (C)
the issuer of the Control Securities has a class of securities listed on a designated offshore securities market under Regulation S under the
Securities Act, or (D) the issuer of the Control Securities is a private company with Investors’ equity not less than $50 million determined in
accordance with generally accepted accounting principles, as reflected in the company’s most recent financial statements (provided such financial
statements were issued within 16 months of the date of Investor’s purchase of Interests); (ii) futures contracts or options thereon held for
investment purposes; (iii) physical commodities held for investment purposes; (iv) swaps and other similar financial contracts entered into for
investment purposes; (v) real estate held for investment purposes; and (vi) cash and cash equivalents held for investment purposes.
Note In determining whether the $5 million or $25 million thresholds, as applicable, are met, Investments can be valued at cost or fair market
value as of a recent date. However, commodity interests should be valued based on either the initial margin or the option premium deposited in
connection with such commodity interests. If Investments have been acquired with indebtedness, the amount of the indebtedness must be deducted
in determining whether the threshold has been met.
If the Investor is unsure if some of his/her assets constitute Investments, such assets should be excluded or the Investor should consult his/her tax
and legal advisors for further clarification.
QUESTIONNAIRE FOR INDIVIDUALS 2


FUND II, L.P.
U.S. Taxable Investors
OCTOBER 2013
CONFIDENTIAL

QUALIFIED ELIGIBLE PERSONS, AN OFFERING MEMORANDUM FOR THIS POOL IS
NOT REQUIRED TO BE, AND HAS NOT BEEN, FILED WITH THE COMMISSION. THE
COMMODITY FUTURES TRADING COMMISSION DOES NOT PASS UPON THE MERITS
OF PARTICIPATING IN A POOL OR UPON THE ADEQUACY OR ACCURACY OF AN
COMMISSION HAS NOT REVIEWED OR APPROVED THIS OFFERING OR ANY
OFFERING MEMORANDUM FOR THIS POOL.

EXHIBIT B-2
QUESTIONNAIRE FOR TRUSTS
Instructions. If the Investor is a trust (other than a Benefit Plan Investor), please complete this
Confidential Investor Questionnaire for Trusts (this “Questionnaire”). Capitalized terms used but not
otherwise defined in this Questionnaire shall have the meanings set forth in the Subscription Agreement
(the “Agreement”).
I. GENERAL INFORMATION
A. Full legal name of the Investor:
B. The Fund Documents were received, and the Agreement was signed, in the country listed below.
If in the United States, please indicate the applicable state or territory (including the District of
Columbia):
C. The Investor __________ (is) __________ (is not) (please initial one) exempt from U.S. federal
income tax. If the Investor is exempt from U.S. federal income tax, please indicate the basis of the
exemption below:
(Note: Tax-exempt U.S. investors generally are not permitted to invest in the Fund and should
invest, if at all, through BP Capital Energy Equity Fund International II, L.P.)
D. The Investor __________ (is) __________ (is not) (please initial one) a grantor trust for U.S.
federal income tax purposes. If the Investor is a grantor trust for U.S. federal income tax
purposes, please answer either “Yes” or “No” to each of the following items:
(Yes) More than fifty (50%) of the value of the ownership interest of any beneficial
owner in the Investor is (or may at any time during the term of the Fund be)
(No) attributable to the Investor’s (direct or indirect) interest in the Fund.
(Yes) It is a principal purpose of the Investor’s participation in the Fund to permit

the Fund to satisfy the 100 partner limitation contained in U.S. Treasury
(No) Regulation Section 1.7704-1(h)(3).
E. The Investor hereby warrants and represents that:
(1) it is organized under the laws of:
(2) its principal place of business is in:
F. The Investor __________ (is) __________ (is not) (please initial one) a Benefit Plan Investor, as
such term is defined in the Agreement. (Note: Benefit Plan investors generally are not permitted to
invest in the Fund and should invest, if at all, through BP Capital Energy Equity Fund
International II, L.P.)
QUESTIONNAIRE FOR TRUSTS 1

SUBSCRIPTION PROCEDURES
This Subscription Booklet (this “Booklet”) is being provided to prospective investors in connection with an offering
(the “Offering”) of limited partnership interests (“Interests”) by BP Capital Energy Equity Fund II, L.P., a Delaware
limited partnership (the “Fund”). To subscribe for an Interest, prospective investors should follow the subscription
procedures outlined below.
1. Review the Confidential Memorandum (as amended and/or supplemented) and the Amended and
Restated Agreement of Limited Partnership of the Fund.
2. Complete, execute and date the signature page to the Subscription Agreement and complete and
notarize the Notarization Acknowledgment attached thereto.
3. Complete the Investor Profile (attached as Exhibit A).
4. Review and complete the applicable form(s) of Confidential Investor Questionnaire (“Questionnaire”)
(attached as Exhibit B). The following three forms of Questionnaire are included in this Booklet:
(i) Questionnaire for Individuals (attached as Exhibit B-1). The Questionnaire for Individuals must be
completed by any subscriber that is a natural person (i.e., an individual). In the event that the
subscriber consists of more than one natural person subscribing as joint tenants or tenants in common
(other than as husband and wife subscribing as joint tenants), each such person should complete a
separate Questionnaire for Individuals.
(ii) Questionnaire for Trusts (attached as Exhibit B-2). The Questionnaire for Trusts must be completed
by any subscriber that is a trust (whether revocable, irrevocable or otherwise) (other than an employee
benefit plan, individual retirement account, self-directed employee retirement plan or other Benefit
Plan Investor). Each such subscriber must also comply with the additional requirements set forth in the
footnotes and instructions to the Questionnaire, which may require that a Questionnaire also be
prepared for one or more additional persons or entities.
(iii) Questionnaire for Entities (attached as Exhibit B-3). The Questionnaire for Entities must be completed
by any subscriber that is a corporation, partnership, limited liability company, retirement system,
employee benefit plan or other Benefit Plan Investor (including an individual retirement account of a
natural person or self-directed employee benefit plan of a natural person) or similar entity, and, as
applicable, such subscriber should comply with the additional requirements set forth in the footnotes
and instructions to the Questionnaire, which may require that a Questionnaire also be prepared for one
or more additional persons or entities.
5. Complete the U.S. IRS Form W-9 (attached as Exhibit C).
6. Complete the Anti-Money Laundering Compliance Supplement and provide the documents and
information requested therein (attached as Exhibit D).
7. Review the Privacy Notice of TBP Investments Management, LLC (attached as Exhibit E).
8. Review Part 2 (Part 2A and Part 2B) of TBP Investments Management, LLC’s Form ADV (attached
as Exhibit F).
9. Return Completed and Executed Subscription Documents. All subscription documents should be
completed and/or executed and returned to the Fund at the following address at least ten (10) days prior to the
requested Closing Date (as defined herein):
BP CAPITAL ENERGY EQUITY FUND II L.P. i CONFIDENTIAL

L. The Investor ________ (is) _________ (is not) (please initial one) acting as trustee, custodian or
nominee for a beneficial owner that is a Government Entity. If the Investor is such a person,
please provide the name of the applicable Government Entity below:
______________________________________________________________________________
M. The Investor ________ (is) _________ (is not) (please initial one) a trust substantially owned by
a Government Entity (e.g., a single investor vehicle) and the investment decisions of such trust
are made or directed by a Government Entity. If the Investor is such a trust, please provide the
name of the applicable Government Entity below:
______________________________________________________________________________
N. If the Investor is a Government Entity or any person or trust described in item L or item M above,
the Investor hereby certifies that: (please initial one)
(True)
No “pay to play” or other similar compliance obligations will be imposed on the
Fund, the General Partner, the Investment Manager and/or their respective
(False) affiliates in connection with the Investor’s subscription, other than Rule 206(4)-
5 (the “Pay to Play Rule”) promulgated under the Advisers Act.
If the Investor initialed “False” above, please describe the nature of the “pay
to play” or other similar compliance obligations that you expect to be imposed
on the Fund, the General Partner, the Investment Manager and/or their
respective affiliates in connection with the Investor’s subscription for an
Interest:
_______________________________________________________________
______________________________________________________________
(Continue on a separate piece of paper, if necessary)
II. ACCREDITED INVESTOR STATUS
Partner and the Investment Manager, that it is an “accredited investor,” as such term is defined in Rule
501(a) of Regulation D under the Securities Act, because: (please initial each item applicable to the
Investor)
A. _____ The Investor is a trust that (a) has total assets in excess of $5,000,000 and (b) was not
formed for the specific purpose of acquiring an Interest, and the purchase of an Interest is
being directed by a “sophisticated person.” As used in the foregoing sentence, a
“sophisticated person” means a person who has such knowledge and experience in
financial and business matters that he/she/it is capable of evaluating the merits and risks
of the prospective investment. If the Investor initialed this item, please provide the full
legal name of the sophisticated person below:
subdivision; (ii) a pool of assets sponsored or established by the state or political subdivision or any agency, authority or instrumentality thereof;
(iii) a plan or program of a government entity; and (iv) officers, agents, or employees of the state or political subdivision or any agency, authority
or instrumentality thereof, acting in their official capacity.

________________________________________________________________________
B. _____ The Investor is: (a) a “bank” as defined in Section 3(a)(2) of the Securities Act, a savings
and loan association, or other institution as described in Section 3(a)(5)(A) of the
Securities Act; (b) acting in a fiduciary capacity; and (c) subscribing for an Interest on
behalf of a trust account or accounts.
C. _____ The Investor is a revocable trust that may be amended or revoked at any time by the
grantor(s) (i.e., settlor(s)) thereof, and each grantor is an accredited investor.5 If the
Investor initials this item, please list the full legal name(s) of each grantor below and
describe the basis upon which each grantor qualifies as an accredited investor:
D. _____ The Investor is a business trust that (a) has total assets in excess of $5,000,000 and (b)
was not formed for the specific purpose of acquiring an Interest.
Partner and the Investment Manager, that it is a “qualified purchaser,” as such term is defined in Section
2(a)(51)(A) of the Company Act, because: (please initial each item applicable to the Investor)
A. _____ The Investor was not formed for the specific purpose of acquiring an Interest; and each
trustee (or other authorized person) that is authorized and required to make investment
decisions with respect to the Investor is a qualified purchaser 6, and each grantor (i.e.,
settlor) or other person who has contributed assets to the Investor is a qualified purchaser
at any time such person contributed assets to the Investor. If the Investor initials this item,
please list the full legal name(s) of each trustee (or authorized person) and grantor (or
other applicable person) below and describe the basis upon which each person qualifies
as a qualified purchaser:
5
A natural person may be an accredited investor if (i) he/she has an individual net worth, or joint net worth with his/her spouse, in excess of
$1,000,000 (excluding the value of his/her primary residence and any debt secured thereby); (ii) he/she had an individual annual income
(exclusive of any income attributable to his/her spouse) of more than $200,000 in each of the past two years, and reasonably expects to have an
individual annual income in excess of $200,000 during the current year; (iii) he/she had joint annual income with his/her spouse of more than
$300,000 in each of the past two years, and reasonably expects to have joint annual income in excess of $300,000 during the current year; or (iv)
he/she is a director, executive officer, or general partner of the Fund, or a director, executive office or general partner of the General Partner.
6
A natural person may be a qualified purchaser if (i) he/she owns (together with his/her spouse) not less than $5,000,000 in Investments; or (ii)
he/she is a “knowledgeable employee” of the Fund and/or the Investment Manager. The term “knowledgeable employee” means (i) an executive
officer, director, trustee, general partner, advisory board member, or person serving in similar capacity, of the Fund or the Investment Manager;
or (ii) an employee of the Fund or the Investment Manager (other than an employee performing solely clerical, secretarial or administrative
functions with regard to the Fund or its investments) who, in connection with his/her regular duties or functions, participates in the investment
activities of the Fund or any other private investment funds the investment activities of which are managed by the Investment Manager; provided
that such employee has been performing such functions and duties for or on behalf of the Fund or the Investment Manager (or substantially
similar duties or functions for or on behalf of another company) for at least 12 months.

B. _____ The Investor: (a) was not formed for the specific purpose of acquiring an Interest;
(b) owns not less than $5,000,000 in Investments; 7 and (c) is owned directly or indirectly
by or for: (i) two or more natural persons who are related as siblings or spouses
(including former spouses), or direct lineal descendants by birth or adoption; (ii) spouses
of such persons; (iii) the estates of such persons; or (iv) foundations, Section 501(c)(3)
organizations or trusts established by or for the benefit of such persons (a “Family
Company”). If the Investor initials this item, please list the full legal name(s) of each of
its owners:
C. _____ The Investor: (a) was not formed for the specific purpose of acquiring an Interest; and
(b) is a trust, acting for its own account or the accounts of other qualified purchasers, that
in the aggregate owns and invests on a discretionary basis not less than $25,000,000 in
Investments.
D. _____ None of the above items is applicable with respect to the Investor.
IV. CERTIFICATION OF NON-ATTRIBUTION
Partner and the Investment Manager, as follows: (please initial either “True” or “False” with respect to
each item below)
A. (True) The Investor was organized or reorganized (as interpreted under the Company Act)
for the purpose of acquiring an Interest or otherwise investing in the Fund.
(False)
7
The term “Investments” means any or all (i) securities (as defined in the Securities Act), except for securities of issuers controlled by the
accordance with U.S. generally accepted accounting principles, as reflected in the company’s most recent financial statements (provided such
financial statements were issued within 16 months of the date of Investor’s purchase of Interests); (ii) futures contracts or options thereon held for
If the Investor is unsure if some of its assets constitute Investments, such assets should be excluded or the Investor should consult its tax and legal
advisors for further clarification.

c/o TBP Investments Management, LLC
8117 Preston Road
Dallas, Texas 75225
Attn: Trista Granberry
Telephone: (214) 265-4165
Facsimile: (214) 61 5-3832
E-mail: trista@bpcap net
10. Capital Contribution. Please deliver payment in the full amount 0f the Capital Contribution (as defined
herein) in U.S. dollars by fed wire transfer 0f immediately available funds to the account of the Fund no later than
one (1) business day prior t0 the requested Closing Date (as defined herein) in accordance with the wiring
instructions delivered to you by the General Partnen
IMPORTANT:
1. Please have your financial institution identify your name on the Wire transfer.
2. We recommend that your financial institution charge its wiring fees separately so that the amount
you have elected t0 invest may be invested.
3. Please call Trista Granberry at (214) 265—4165 t0 confirm the date and the amount 0f the wire.
You must wire the paymenlfrom afinancial account in your name, Ifyou are nut wiring yourpaymenlfrom
a‘ mancial institution located in an Approved Country], you must contact the Fundforfurzher instructions prior tn
wiringpayment.
11. Questions. Any questions concerning the subscription documents should be directed to Trista Cranberry at
(214) 265-4165.
12. Additional Capital Contributions. Investors wishing t0 make an additional Capital Contribution (as
defined herein) to the Fund should do s0 by completing and executing the Additional Subscription Form, a copy of
which is available fiom the General Partner upon request.
13. Requests for Withdrawals. An investor desiring to request a withdrawal 0f all or a portion 0f their capital
account should d0 so by completing and executing the Request for Withdrawal Form, a copy of which is available
Rom the General Partner upon request.
D0 not alter the Subscription Agreement. Any alteration to the form of the Subscription Agreement by you
will be void and will not form a part of the Subscription Agreement. Your execution 0f the signature page to
the Subscription Agreement will constitute your acceptance 0f and agreement t0 all terms and conditions set
forth in the Subscription Agreement in the form presented to you, unless otherwise agreed to in writing by
the General Partner. The General Partner reserves the right at any time t0 accept 0r reject all 0r any portion
of any subscription in its sole discretion.
members of the Financial Action Task Force on Anti-Money Laundering (each, an “Approved Country”):
l'he following countries currently are
Argentlna, Austraha, l
Ausma, Belglum, Brazil, Canada, Chma, Denmark, eand, France, Germany, Greece, Hong Kong, Iceland, India, Ireland,
Italy, Japan, Luxembourg, Mexico, Kingdom 0f the Netherlands, New Zealand, Norway, Portugal, Republic of Korea, Russian Federation,
Singapore, South Africa, Spain. Sweden, Switzerland, Turkey, United Kingdom, and the United States. For a current list of Approved Countries,
please see
BP CAPITAL ENERGY EQUITY FUND II L.P. ii CONFIDENTIAL

EXHIBIT B-3
QUESTIONNAIRE FOR ENTITIES
Instructions. If the Investor is an entity (including a Benefit Plan Investor), please complete this
Confidential Investor Questionnaire for Entities (this “Questionnaire”). Capitalized terms used but not
Columbia):
exemption below.
D. The Investor hereby warrants and represents that:
E. The Investor __________ (is) __________ (is not) (please initial one) a Benefit Plan Investor, as
such term is defined in the Agreement. (Note: Benefit Plan investors generally are not permitted
to invest in the Fund and should invest, if at all, through BP Capital Energy Equity Fund
F. The Investor __________ (is) _________ (is not) (please initial one) a pooled investment vehicle
or other entity whose investors or equity interest holders consist of one or more Benefit Plan
Investors. If the Investor is such an entity, the Investor hereby certifies to either (1) or (2) below,
as applicable (please initial either (1) or (2) below):
______ (1) Less than 25% of the value of each class of equity interests in the Investor is held
by Benefit Plan Investors (excluding from this computation interests held by (i)
any individual or entity (other than a Benefit Plan Investor) having discretionary
authority or control over the assets of the Investor, (ii) any individual or entity
who provides investment advice for a fee (direct or indirect) with respect to the
assets of the Investor, and (iii) any affiliate of such individuals or entities);
OR
QUESTIONNAIRE FOR ENTITIES 1

______ (2) 25% or more of the value of any class of equity interests in the Investor is held
by Benefit Plan Investors (calculated as described above);
AND
the maximum percentage of the Investor’s assets that will constitute “plan assets”
within the meaning of the Plan Assets Regulation is _________%.
G. The Investor ________ (is) _________ (is not) (please initial one) an individual retirement
account or annuity or other “plan” that is subject to Section 4975 of the Code or a self-directed
account in an “employee benefit plan” within the meaning of Section 3(3) of ERISA, and the
rules and regulations promulgated thereunder, that is subject to Part 4 of Subtitle B of Title I of
ERISA. If the Investor is such a person, please provide the full legal name of the natural person
that is investing through such IRA or self-directed employee retirement plan below:
________________________________________________________________________
H. The Investor _______ (is) ___________ (is not) (please initial one) an insurance company. If the
Investor is an insurance company, the Investor hereby certifies to either (1) or (2) below, as
applicable (please initial either (1) or (2) below):
______ (1) The Investor is an insurance company investing the assets of its general account
(or the assets of a wholly owned subsidiary of its general account), but none of
the underlying assets of the Investor’s general account constitutes “plan assets”
within the meaning of Section 401(c) of ERISA;
OR
(or the assets of a wholly owned subsidiary of its general account) and a portion
of the underlying assets of the Investor’s general account constitutes “plan
assets” within the meaning of Section 401(c) of ERISA;
AND
______% of its general account assets constitutes “plan assets” within the
meaning of Section 401(c) of ERISA.
I. The Investor ________ (is) _________ (is not) (please initial one) an investment fund registered
as an investment company under the Company Act (a “Registered Fund”), or an affiliate of a
Registered Fund, or a person controlling, controlled by or under common control with a
Registered Fund.
J. The Investor ________ (is) _________ (is not) (please initial one) a U.S. Person.1 (Note: Non-
1
The term “U.S. Person” means: (i) any natural person resident in the United States; (ii) any partnership or corporation organized or incorporated
under the laws of the United States; (iii) any estate of which any executor or administrator is a U.S. person; (iv) any trust of which any trustee is a
U.S. person; (v) any agency or branch of a foreign entity located in the United States; (vi) any non-discretionary account or similar account (other
than an estate or trust) held by a dealer or other fiduciary for the benefit or account of a U.S. person; (vii) any non-discretionary account or
similar account (other than an estate or trust) held by a dealer or other fiduciary organized, incorporated, or (if an individual) resident in the

U.S. Persons generally are not permitted to invest in the Fund and should invest, if at all, through
BP Capital Energy Equity Fund International II, L.P.)
K. The Investor ________ (is) _________ (is not) (please initial one) a “government plan” within
the meaning of Section 3(32) of ERISA.
L. The Investor ________ (is) _________ (is not) (please initial one) a “church plan” within the
meaning of Section 3(33) of ERISA. If it is a church plan, has the Investor elected to be subject
to ERISA (please select either “Yes” or “No” below):
Yes ____________
No ____________
M. The Investor ________ (is) _________ (is not) (please initial one) a Foundation Partner.2
N. The Investor _________ (is) _________ (is not) (please initial one) a private pooled investment
vehicle that invests ten percent (10%) or more of its total assets in other pooled investment
vehicles, whether or not such pooled investment vehicles are “private funds” (as such term is
defined in the Advisers Act) or registered investment companies.
O. The Investor ________ (is) _________ (is not) (please initial one) a commodity pool3. If the
Investor is a commodity pool, the Investor hereby certifies to either (1) or (2) below (please
initial either (1) or (2) below, as applicable):
______ (1) The Investor’s “commodity pool operator” and “commodity trading advisor”
(each as defined in the Commodity Exchange Act, as amended) are duly
registered as such with the CFTC, and are members in good standing of the NFA
(please provide applicable NFA IDs below):
____________________________________________________________
OR
______ (2) The Investor’s “commodity pool operator” and/or “commodity trading advisor”
(each as defined in the Commodity Exchange Act) are not required to be
United States; and (viii) any partnership or corporation if (A) organized or incorporated under the laws of any foreign jurisdiction, and (B)
formed by a U.S. person principally for the purpose of investing in securities not registered under the Securities Act, unless it is organized or
incorporated, and owned, by accredited investors (as defined in Rule 501(a) under the Securities Act) who are not natural persons, estates or
trusts.
2
“Foundation Partner” means a person that is or is deemed to be a “private foundation” as described in Code Section 509 or is a charitable split
interest trust.
3
“Commodity pool” means any investment trust, syndicate or similar form of enterprise operated for the purpose of trading in commodity
interests. As a result of CFTC interpretations, any trading by a pooled investment vehicle in swaps, futures contracts, commodity options, or
options on futures, no matter how limited in scope, and regardless of whether undertaken for hedging or speculative purposes, generally will
bring the entity within the definition of commodity pool. Moreover, a fund that does not trade commodity interests directly but invests in another
fund that trades commodity interests would itself be a “commodity pool.”

registered with the CFTC or to be members of the NFA (please provide an
explanation, including specific references to any applicable exemptions):
________________________________________________________________
________________________________________________________________
P. The Investor ________ (is) _________ (is not) (please initial one) a Government Entity. 4
Q. The Investor ________ (is) _________ (is not) (please initial one) acting as trustee, custodian or
R. The Investor ________ (is) _________ (is not) (please initial one) an entity substantially owned
by a Government Entity (e.g., a single investor vehicle) and the investment decisions of such
entity are made or directed by a Government Entity. If the Investor is such an entity, please
provide the name of the applicable Government Entity below:
S. If the Investor is a Government Entity or any person or entity described in item Q or item R
above, the Investor hereby certifies that: (please initial one)
(True)
(False) affiliates in connection with the Investor’s subscription, other than Rule 206(4)-5
(the “Pay to Play Rule”) promulgated under the Advisers Act.
If the Investor initialed “False” above, please describe the nature of the “pay to
play” or other similar compliance obligations that you expect to be imposed on
the Fund, the General Partner, the Investment Manager and/or their respective
affiliates in connection with the Investor’s subscription for an Interest:
_______________________________________________________________
______________________________________________________________
4
“Government Entity” means any U.S. state (including any U.S. state, the District of Columbia, Puerto Rico, the U.S. Virgin Islands or any other
possession of the United States) or political subdivision of a state, including: (i) any agency, authority, or instrumentality of the state or political

Investor)
A. _____ The Investor is an entity that has total assets in excess of $5,000,000 and was not formed
for the specific purpose of acquiring an Interest.
B. _____ The Investor is an “employee benefit plan” within the meaning of ERISA, and the
decision to invest in the Fund was made by a plan fiduciary (as defined in Section 3(21)
of ERISA) that is either a bank, savings and loan association, insurance company or SEC-
registered investment adviser. The name of the plan fiduciary is:
C. _____ The Investor is an “employee benefit plan” within the meaning of ERISA and has total
assets in excess of $5,000,000.
D. _____ The Investor is a plan established and maintained by a state, its political subdivisions, or
any agency or instrumentality of a state or its political subdivisions for the benefit of its
employees, and has total assets in excess of $5,000,000.
E. _____ The Investor is an individual retirement account, Keogh Plan or other self-directed
defined contribution plan in which a participant may exercise control over the investment
of assets credited to his or her account and the investing participant is an accredited
investor.5 If the Investor initials this item, please list the full legal name of the investing
participant below and describe the basis upon which such participant qualifies as an
accredited investor:
F. _____ The Investor is an organization described in Section 501(c)(3) of the Code, was not
formed for the specific purpose of acquiring an Interest and has total assets in excess of
$5,000,000.
G. _____ The Investor is a “bank” as defined in Section 3(a)(2) of the Securities Act or a savings
and loan association, or other institution described in Section 3(a)(5)(A) of the Securities
Act acting in its individual capacity.
H. _____ The Investor is an insurance company as defined in Section 2(13) of the Securities Act.
I. _____ The Investor is a broker or dealer registered pursuant to Section 15 of the U.S. Securities
Exchange Act of 1934, as amended (the “Exchange Act”).
5
he/she is a director, executive officer, or general partner of the Fund, or a director, executive officer, or general partner of the General Partner.

J. _____ Each beneficial owner of the Investor’s equity interests is an accredited investor (i.e., can
qualify as an accredited investor under one or more of the foregoing categories in this
Section II). If the Investor initials this item only, please list the full legal name(s) of each
beneficial owner of the Investor below and describe the basis upon which each equity
owner qualifies as an accredited investor:
K. _____ None of the above items is applicable with respect to the Investor.
A. _____ The Investor is an entity acting for its own account or the accounts of other qualified
purchasers that: (a) was not formed for the specific purpose of acquiring an Interest; and
(b) in the aggregate owns and invests on a discretionary basis not less than $25,000,000
in Investments6, including Investments owned by its majority-owned subsidiaries, its
parent company (if such parent owns a majority of the Investor) and other majority-
owned subsidiaries of its parent company.
B. _____ The Investor is a corporation, a partnership, an association, a joint-stock company, a fund

or any organized group of persons whether incorporated or not, that: (a) was not formed
for the specific purpose of acquiring an Interest; (b) owns not less than $5,000,000 in
Investments; and (c) is owned directly or indirectly by or for: (i) two or more natural
persons who are related as siblings or spouses (including former spouses), or direct lineal
descendants by birth or adoption; (ii) spouses of such persons; (iii) the estates of such
persons; or (iv) foundations, Section 501(c)(3) organizations (i.e., charitable
organizations) or trusts established by or for the benefit of such persons (a “Family
6
an issuer that files reports pursuant to Section 13 or 15(d) of the Exchange Act, (C) the issuer of the Control Securities has a class of securities
listed on a designated offshore securities market under Regulation S under the Securities Act, or (D) the issuer of the Control Securities is a
private company with Investors’ equity not less than $50 million determined in accordance with U.S. generally accepted accounting principles, as
reflected in the company’s most recent financial statements (provided such financial statements were issued within 16 months of the date of
Investor’s purchase of Interests); (ii) futures contracts or options thereon held for investment purposes; (iii) physical commodities held for
investment purposes; (iv) swaps and other similar financial contracts entered into for investment purposes; (v) real estate held for investment
purposes; and (vi) cash and cash equivalents held for investment purposes.

its owners:
C. _____ The Investor is an individual retirement account, Keogh Plan or other self-directed
of assets credited to his or her account, and the investing participant is a qualified
purchaser.7 If the Investor initials this item, please list the full legal name of the investing
participant below and describe the basis upon which such participant qualifies as a
qualified purchaser:
D. _____ Each beneficial owner of the Investor’s equity interests is a qualified purchaser (i.e., can
qualify as a qualified purchaser under one of the foregoing categories in this Section III).
If the Investor initials this item only, please list the full legal name(s) of each beneficial
owner of the Investor and describe the basis upon which each owner qualifies as a
each item below)
A. (True) The Investor was organized or reorganized (as interpreted under the Company
Act) for the purpose of acquiring an Interest or otherwise investing in the
(False) Fund.
7
A natural person may be a qualified purchaser if (i) he/she owns (either individually or jointly with his/her spouse) not less than $5,000,000 in
investments; or (ii) he/she is a “knowledgeable employee” of the Fund and/or the Investment Manager. The term “knowledgeable employee”
means (i) an executive officer, director, trustee, general partner, advisory board member, or person serving in similar capacity, of the Fund or the
Investment Manager; or (ii) an employee of the Fund or the Investment Manager (other than an employee performing solely clerical, secretarial
or administrative functions with regard to the Fund or its investments) who, in connection with his/her regular duties or functions, participates in
the investment activities of the Fund or any other private investment funds the investment activities of which are managed by the Investment
Manager; provided that such employee has been performing such functions and duties for or on behalf of the Fund or the Investment Manager (or
substantially similar duties or functions for or on behalf of another company) for at least 12 months.

B. (True) The Investor has not made any investments prior to the date set forth on the
signature page to the Agreement and/or does not intend to make any
(False) investments in the near future.
C. (True) The Investor’s total Capital Contribution (or planned total investment, as
applicable) in the Fund does or may constitute more than forty percent (40%)
(False) of the Investor’s total assets (including committed capital of the Investor).
D. (True) The governing documents of the Investor do not require that (a) each equity or
beneficial owner of the Investor participate in all of the Investor’s investments
(False) and (b) the profits and losses from each investment made by the Investor be
shared among the equity or beneficial owners in the same proportions as all
other investments made by the Investor.
E. (True) The Investor is managed as a device for facilitating individual investment

decisions of its beneficial owners (in other words, beneficial owners have the
(False) right or ability to “opt-in” or “opt out” of investments made by the Investor or
have the individual discretion over the amount of their investments).
F. (True) The Investor is registered (or is required to be registered) as an investment

company under the Company Act.
(False)
G. (True) The Investor is a company that would be defined as an investment company

under the Company Act but for the exclusion provided from that definition by
(False) Section 3(c)(1) or Section 3(c)(7) of the Company Act.
If the Investor initialed “True” with respect to items A, B, C and/or D above, (a) please name the
partners, shareholders, members, managers or other persons participating in the Investor, and the
percentage interest which each such person holds in the Investor; and (b) each beneficial or equity owner
of the Investor should complete and return the applicable form of Questionnaire to the Fund. Please
provide the information requested in (a) above on a separate piece of paper and return such information
to the Fund along with this Questionnaire.
If the Investor initialed “True” to item E above, (a) please name the partners, shareholders,
members, managers or other owners of the Investor that have elected to participate in an investment in the
Fund (i.e., the beneficial owners of the Investor that have “opted-in” to an investment in the Fund), and
(b) each participating beneficial or equity owner of the Investor should complete and return the applicable
form of Questionnaire to the Fund. Please provide the information requested in (a) above on a separate
piece of paper and return such information to the Fund along with this Questionnaire.
If the Investor initialed “True” to items F and/or G above and the Investor owns or may own
10% or more of the outstanding Interests of the Fund, please contact the Fund for more information.
*****

EXHIBIT C
IRS FORM W-9
(Attached hereto)
FORM W-9

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requirements relating to anti-money laundering.
(d) The Investor acknowledges that United States federal regulations and executive orders
administered by OFAC prohibit, among other things, the engagement in transactions with, and the
provision of services to, certain foreign countries, territories, entities and individuals identified on the
OFAC Website. 3 In addition, the programs administered by OFAC (“OFAC Programs”) prohibit dealing
with individuals or entities in certain countries regardless of whether such individuals or entities appear
on the OFAC lists. The Investor represents and warrants that, to the best of its knowledge and belief, none
of (i) the Investor; (ii) any person controlling or controlled by the Investor; (iii) if the Investor is a
privately held entity, any person having beneficial ownership of the Investor; or (iv) any person for whom
the Investor is acting as agent or nominee in connection with this subscription (collectively, the “Investor
Parties”) is a country, territory, individual or entity named on an OFAC list, and none of the Investor
Parties is a person or entity prohibited under the OFAC Programs.
(e) To the best of the Investor’s knowledge and belief, none of the Investor Parties is a senior
foreign political figure4 or any immediate family member 5 or close associate6 of a senior foreign political
figure.
(f) If the Investor is a non-U.S. banking institution (a “Non-U.S. Bank”), or if the Investor
receives deposits from, makes payments on behalf of or handles other financial transactions related to a
Non-U.S. Bank:
(1) the Non-U.S. Bank has a fixed address, other than solely an electronic address, in
a country in which the Non-U.S. Bank is authorized to conduct banking activities;
(2) the Non-U.S. Bank employs one or more individuals on a full-time basis;
(3) the Non-U.S. Bank maintains operating records related to its banking activities;
(4) the Non-U.S. Bank is subject to inspection by the banking authority that licensed
the Non-U.S. Bank to conduct banking activities; and
(5) the Non-U.S. Bank does not provide banking services to any other Non-U.S.
Bank that does not have a physical presence in any country and that is not a regulated affiliate.
(g) The Investor acknowledges and agrees that the Fund Parties may be obligated under
applicable law to “freeze the account” of the Investor by prohibiting additional Capital Contributions by
the Investor, suspending the Investor’s withdrawal requests or the payment of withdrawal or distribution
proceeds to the Investor, or otherwise segregating the assets in its Capital Account, and the Fund Parties
may be required to report such action and/or disclose the Investor’s identity to OFAC or other
governmental or regulatory authorities.
3
These individuals include specially designated nationals, specially designated narcotics traffickers and other parties subject to OFAC sanctions
and embargo programs.
4
A “senior foreign political figure” is defined as a senior official in the executive, legislative, administrative, military or judicial branches of a
non-U.S. government (whether or not elected), a senior official of a major non-U.S. political party, or a senior executive of a non-U.S.
government-owned corporation. In addition, a “senior foreign political figure” includes any corporation, business or other entity that has been
formed by, or for the benefit of, a senior foreign political figure.
5
“Immediate family” of a senior foreign political figure typically includes the figure’s parents, siblings, spouse, children and in-laws.
6
A “close associate” of a senior foreign political figure is a person who is widely and publicly known to maintain an unusually close relationship
with the senior foreign political figure, and includes a person who is in a position to conduct substantial U.S. and non-U.S. financial transactions
on behalf of the senior foreign political figure.

(h) If the Investor is an entity, it has carried out reasonable and appropriate investor
identification procedures with regard to all persons having beneficial ownership of the Investor, and such
procedures are sufficient to give the Investor a reasonable basis to believe that the representations and
warranties in this Section 8 are accurate and complete in all respects.
9. Confidentiality. The Investor acknowledges that it will receive or otherwise have access to
confidential, proprietary information concerning or relating to the Fund Parties, the Master Fund and their
respective affiliates, including, without limitation (a) the Fund Documents; (b) portfolio positions,
valuations, information regarding potential and actual investments, financial information, trade secrets,
offering documents, due diligence questionnaires; and (c) any other information or documents provided to
the Investor in connection with its subscription for an Interest and its investment or potential investment
in the Fund (collectively, the “Confidential Information”). The Investor agrees that it shall not disclose
or cause to be disclosed any Confidential Information to any person or use the Confidential Information
for its own purposes or its own account, except in connection with evaluating an investment or continued
investment in the Fund and the purchase of an Interest (and, in connection with the purchase of an
Interest, may only disclose the Confidential Information to officers, employees, agents, affiliates or
advisors of the Investor that (a) have a need to know the Confidential Information solely for purposes of
assisting the Investor in evaluating its investment in the Fund and (b) are obligated to keep such
information confidential) and except as otherwise required by any regulatory authority, law or regulation,
by legal process or as otherwise authorized by the General Partner or the Fund Documents. The Investor
represents and warrants that, except as disclosed to the General Partner in writing, it is not subject to any
law, governmental rule, regulation or legal process in any jurisdiction (including, without limitation,
lawsuits, subpoenas administrative proceedings or the U.S. Freedom of Information Act, or any
comparable laws or regulations of any U.S. or non-U.S. jurisdiction) requiring the Investor to disclose (on
receipt of a request to do so or otherwise) any information relating to the Fund or the Investor’s
investment in the Fund. The Investor has not reproduced, duplicated or delivered any of the Fund
Documents to any third party, except professional advisors of the Investor or as authorized herein or as
otherwise authorized in writing. Notwithstanding the foregoing, the Investor (and each employee,
representative or other agent of the Investor) may disclose to any and all persons without limitation of any
kind, the tax treatment and tax structure of (a) the Fund and (b) any of its transactions, and all materials of
any kind (including opinions or other tax analyses) that are provided to the Investor relating to such tax
treatment and tax structure.
10. Assignment; Transferability; Amendment. Neither this Agreement nor any interest in this
Agreement may be directly or indirectly transferred or assigned, in whole or in part, by the Investor
without the prior written consent of the General Partner. The Investor further agrees that any direct or
indirect Transfer of an Interest will be made only in accordance with the terms and conditions of the
Partnership Agreement. This Agreement may be amended or modified only by an instrument in writing
signed by the Investor and the General Partner. No addition, deletion or other modification to this
Agreement shall be effective or binding upon any of the Fund Parties unless it is specifically accepted and
agreed to by the General Partner as evidenced by the initials of an authorized signatory of the General
Partner.
11. Notices. Except as otherwise set forth herein or therein, all notices, demands or requests required
or permitted under this Agreement or the Fund Documents must be in writing and shall be made via
Federal Express or other comparable overnight courier with regular, daily service by facsimile or by
electronic delivery: (a) if to the Investor, to the address, facsimile number or e-mail address provided by
the Investor in the Investor Profile; and (b) if to the Fund or the General Partner, to BP Capital Energy
Equity Fund II, L.P., c/o TBP Investments Management, LLC, 260 Preston Commons West, 8117 Preston
Road, Dallas, Texas 75225, but any party may designate a different address by a notice similarly given to

each of the Fund, the General Partner and the Investor, as applicable.
12. Electronic Delivery of Account Information. The Investor hereby agrees and provides the
Investor’s consent and authorization for the Fund Parties and their respective affiliates and agents to
electronically deliver Account Communications. As used in this Agreement, “Account Communications”
means all current and future Capital Account statements; the Fund Documents (including any and all
amendments or supplements to such Fund Documents); notices, including privacy notices; letters or
notices to Limited Partners; annual audited financial statements; regulatory communications (including
Form ADV) and other information, documents, data and records regarding the Investor’s investment in
the Fund. Electronic delivery by the Fund Parties and their respective affiliates and agents includes e-mail
delivery as well as electronically making such information available to the Investor on the Investment
Manager’s website, if applicable. The Investor consents to receive Schedules K-1 (Partner’s Share of
Income Deductions, Credits, etc.) from the Fund electronically via email, the internet and/or another
electronic reporting medium in lieu of paper copies. It is the Investor’s affirmative obligation to notify the
General Partner promptly in writing if the Investor’s e-mail address listed in the Investor Profile changes
at any time. The Investor may elect to revoke or restrict its consent to electronic delivery of Account
Communications at any time by notifying the General Partner, in writing, of the Investor’s election to do
so. The Fund Parties and their respective affiliates and agents shall not be liable for any interception of
Account Communications.
13. Additional Information; Updates. Promptly upon request, the Investor agrees to provide the
Fund Parties with such additional information and documents as may be reasonably requested by any of
them from time to time. The Investor further agrees to notify the General Partner promptly in writing
should any of the representations, warranties, agreements and/or certifications made by the Investor in
this Agreement, the Questionnaire, the AML Supplement or the Tax Forms (or in documents submitted in
connection with the AML Supplement) become inaccurate or incomplete in any respect at any time or if
there should be any change in any of the information and documents provided by the Investor to any of
the Fund Parties (including any change in the information set forth in the Investor Profile). The Investor
acknowledges that it participated in, and had a meaningful opportunity to participate in, the negotiation
and drafting of this Agreement.
14. Counterparts. This Agreement may be executed in any number of counterparts, each of which
shall be an original but all of which taken together constitutes one agreement. The Investor hereby
acknowledges and agrees that the signature page to this Agreement shall constitute a counterpart signature
page to the Partnership Agreement (and any and all authorized amendments thereto).
15. Severability. Each provision of this Agreement, including each representation, warranty and
covenant made in the Questionnaire and Investor Profile incorporated by reference herein, and each
provision of or grant of authority by or in the power of attorney set forth in Section 6 hereof, shall be
considered severable. If it is determined by a court of competent jurisdiction that any provision of this
Agreement is invalid under applicable law, such provision shall be ineffective only to the extent of such
prohibition or invalidity, without invalidating the remainder of this Agreement.
16. Legal Representation. The Investor acknowledges and agrees that Haynes and Boone, LLP acts
as counsel to the Fund and certain of the other Fund Parties in connection with the formation and
organization of the Fund and the offering of Interests. The Investor also understands that, in connection
with the offering and subsequent advice to the Fund Parties, Haynes and Boone, LLP will not be
representing the Investor or any other Limited Partner, and no independent counsel has been or will be
retained by the Fund Parties to represent the interests of the Investor, any Limited Partner or the Limited
Partners.

17. Entire Agreement. This Agreement and the Partnership Agreement (and any applicable side
letter) constitute the entire arrangement and understanding between the Fund and the Investor regarding
the subject matter thereof and supersede any prior or contemporaneous agreements, arrangements and
understandings, written or oral, between the parties regarding the same. In the event of a conflict between
any terms or provisions of this Agreement and any terms or provisions of the Partnership Agreement, the
Partnership Agreement shall control.
18. Binding Effect; Survival. This Agreement shall: (a) be binding upon the Investor and its heirs,
estates, executors, administrators and other personal and/or legal representatives, successors and
permitted assigns and shall inure to the benefit of the Fund, the General Partner, the Investment Manager
and their respective successors and assigns; (b) survive the acceptance of the Investor as a Limited
Partner, if applicable; and (c) if the Investor consists of more than one person, be the joint and several
obligation of each such person and each such person’s heirs, estates, executors, administrators and other
personal and/or legal representatives, successors and permitted assigns. The Investment Manager shall be
a third party beneficiary with respect to this Agreement and the terms and provisions set forth herein.
19. Governing Law; Jurisdiction. This Agreement shall be governed and construed in accordance
with the internal laws of the State of Delaware, without regard to conflicts of law principles of the State of
Delaware. The Investor hereby irrevocably agrees that any suit, action or proceeding with respect to this
Agreement or the Fund and any or all transactions relating to this Agreement and the Fund must be
brought exclusively in the federal or state courts in the State of Texas. The Investor hereby irrevocably
submits to the jurisdiction of the federal or state courts in the State of Texas with respect to any such suit,
action or proceeding and agrees and consents that service of process as provided by Delaware law may be
made upon the Investor in any such suit, action or proceeding brought in any of said courts, and the
Investor may not claim that any such suit, action or proceeding has been brought in an inconvenient
forum. The Investor hereby further irrevocably consents to the service of process out of any of the
aforesaid courts, in any such suit, action or proceeding, by the mailing of copies of such documents, by
certified or registered mail, return receipt requested, addressed to the Investor at the current address of the
Investor then appearing on the records of the Fund.
20. WAIVER OF JURY TRIAL. EACH PARTY KNOWINGLY, VOLUNTARILY AND

INTENTIONALLY WAIVES ITS RIGHT TO A TRIAL BY JURY TO THE EXTENT
PERMITTED BY LAW IN ANY LEGAL ACTION OR PROCEEDING ARISING OUT OF OR
RELATING TO THIS AGREEMENT, THE PARTNERSHIP AGREEMENT AND ANY AND
ALL TRANSACTIONS RELATING THERETO. THIS WAIVER APPLIES TO ANY LEGAL
ACTION OR PROCEEDING, WHETHER SOUNDING IN CONTRACT, TORT OR
OTHERWISE. THE INVESTOR ACKNOWLEDGES THAT IT HAS RECEIVED THE ADVICE
OF COMPETENT COUNSEL.
[Signature page follows]

By executing below, and intending to be legally bound, the Investor has duly executed this
Agreement (including the Questionnaire and the AML Supplement) and understands and agrees to
be bound by all of its provisions. The Investor further agrees, effective as of the Closing Date, (a) to
be bound by, and otherwise comply with, all provisions of the Partnership Agreement and (b) that
this signature page will also serve as a counterpart signature page to the Partnership Agreement, as
evidence that the Investor understands and agrees to be bound by all provisions of the Partnership
Agreement.
IN WITNESS WHEREOF, the Investor has executed and unconditionally delivered this Agreement and
the Partnership Agreement on the date set forth below with effect from the date set forth by the General
Partner on the Acceptance Page to this Agreement (as applicable).
Date: _________________________ ______ , 20______
INDIVIDUALS ENTITIES
Signature Print Name of Entity
By:
Print Name Authorized Signatory
Additional Investor Signature (if applicable) Print Name
Print Name Print Title
By:
Additional Signatory (if applicable)
Print Name
Print Title
Capital Contribution: $
Requested Closing Date:

NOTARIZATION ACKNOWLEDGMENT
STATE OF )
)
COUNTY OF )
On this ______________day of ________________________, 20____, before me personally

appeared _________________________________________ to me known and known to me to be the
individual who executed the foregoing signature page to the Subscription Agreement in the capacity
therein indicated, who acknowledged that he or she, being authorized to do so, executed the foregoing
instrument for the purposes therein contained and in the capacity therein indicated as his or her own free
act and deed.
Notary Public
My Commission Expires:
NOTARIZATION ACKNOWLEDGEMENT

FOR INTERNAL USE ONLY
ACCEPTANCE PAGE
TO
INVESTOR NAME:
By its execution and delivery of this Acceptance Page to the Subscription Agreement, BP Capital
Management, L.P., the general partner of BP Capital Energy Equity Fund II, L.P., hereby accepts the
foregoing subscription on behalf of BP Capital Energy Equity Fund II, L.P. either  IN FULL or  for
$___________________________, and by such acceptance admits the Investor as a Limited Partner, and
binds itself and the Investor to the terms of the Partnership Agreement and the Subscription Agreement.
By: BP Capital Management, L.P.,

its general partner

its general partner
By:
Name:
Title:
Date: , 20
ACCEPTANCE PAGE TO SUBSCRIPTION AGREEMENT

EXHIBIT A
INVESTOR PROFILE
INVESTORNAME: d/_llKI<
MAWK l_. f t/enn1'cK
é/eflm‘ck .
fl 9 f{07f
CAPITAL CONTRIBUTION: jJ $? ;/{ 0-0--0 m
•a INDIVIDUAL INVESTORS
Date of Birth: r i7 7 r 7 7
Nationality:
I
'
?Iace of Birth: '_
j -- -.
Occu ation:
Residential
Residential Address:
Address:
Social
Social Security
Security Number
•o ENTITY INVESTORS
Registered
Registered Office
Office Address:
Address:_ _ _ _ _ _ _ __ _ _ _ _ _ _ _ _- ._ _ _ _ _ _ __
Principal Place of
Principal Place Business:_ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ __
0f Business:
U.S. Tax Identification

U.S. Number:-------- - - - - - - - -
Identification Number:
Approximate number
Approximate number of beneficial or
of beneficial 01' equity
equity owners:
owners:_ _ _ _ _ _ _ _ _ _ __
Date of
Date of Formation:
Formation:
- - - - - - - - - - - - - - --
Jurisdiction
Jurisdiction of Formation: - - -- - - - - - - - -- - - -
ome'mation:
Name and Title the Questionnaire:

Title of Authorized Person Completing the Questionnaire: - - - - - - - - - - - -
JNVESTOR
INVESTOR PROFILE

EXHIBIT A
INVESTOR PROFILE
INVESTOR NAME:
CAPITAL CONTRIBUTION:
 INDIVIDUAL INVESTORS
Date of Birth: _____________________________ Nationality:_____________________________

Place of Birth:_____________________________ Occupation:_____________________________
Residential Address: ___________________________________________________________________
____________________________________________________________________________________
Social Security Number:
 ENTITY INVESTORS
Registered Office Address:______________________________________________________________

____________________________________________________________________________________
Principal Place of Business:______________________________________________________________
___________________________________________________________________________________
U.S. Tax Identification Number: _______________________________________
Approximate number of beneficial or equity owners:_____________________________
Date of Formation: _______________________________________
Jurisdiction of Formation: _______________________________________
Name and Title of Authorized Person Completing the Questionnaire: ____________________________
INVESTOR PROFILE

•
u CATEGORY OF TNVESTOR (Please select
INVESTOR (Please select only one)
on[oy one)
~ h1dividual
Individual U.S. Person (i.11cludiug
U.S. Person (including 0D Non—Profit Organization
Non-Profit Organization 0 Sovereign Wenlth
E] Sovereign Fund or
Wealth Fund 01'
hWhcr trusts)
isfhct trusts) Foreign Ofiicial
Farcign Institution
Official Institution
0D Individual Person
Non-U.S. Person
Individual Non—U.S. 0
E] Pension (excluding
Plan (excluding
Pension Plan 0 Other Non-U.S. Person
D Person (please
(please
(including
(including hislher trusts)
his/her trusts] governmental pension
govemmcntal plans)
pension plans) explain)
explain)
D Broker-Dealer
Broker-Dealer 0 Banking
D Thrift Institution
Banking or Thrifi or Institution
(proplietar
{proprielarfly)
D
a Insurance
Insurance Company D Slate
0 State or Municipal
or Municipal D Other
Other (please
(please explain)
explain)
Governmental Entity (excluding
Governmental Entity (excluding
governmental pension
goverwnental plans)
pension plans)
0
D luvestment Registered
Investment Company Registered 0D State
State or Municipal
or Municipal
the
with the
with SEC Governmental
Governmental Pensiau Plan
Pensiou Plan
0
D Private Fund2 (excluding
Private Fund? Fund of
(excluding aa Fund of 0 Fund ofFunds3
E] Fund 0f Funds}
Funds
Funds)
•
O BANK
BA.."NK INFORMATION
Please provide
Please the foliowing
provide the with respect
information with
following information to the
respect to the bank or
01' other financial institution
other financial from
institution fi'cm
which the Investor’s

which the Capital Contribution,
Investor's Capital Contribution, withdrawals and distributions
withdrawals and distributions will be wired
will be or drawn.
wired or Please
drawn. Please
any amounts
that any
note that amcunts paid tbe invmtor
to the
pajd to in connection
Investor in connection with withdrawals and
with withdrawals and distributions will be
distributious will paid
be paid
to the
t0 the same account
account from which
which its
its Capital
Capital Contribution
Contribution was originally
originaily remitted,
remitted, unless
unless the
the General
General
Farmer agrees
Partner amcs otherwise.
otherwise. Payments gene.rally are
parties generally
third parties
Payments from third not accepted.
are not accepted.
C.“
InsOtution:
of Banking Institution:
Name «manking LEH‘VQ V5: ll; a / [41/ EC W1 SM aE’C/7/[fl
Address:
Address: #500 (g/gfkl’ei’glglfia #9"? ~.
‘7’
fif/fimIcI/V
I
ZJ/
?c) ~
lf?lo
9' 35’
65'"
Telephone Number:
Telephone -
33 *- 5m
ABA Fedwire:
Fcdwire:
For tl1e of:

the Account of: M14 Kg «087—55 LE/Vfl/f C K
Account Number:
1 defined in
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PROl~I LE
NVESTOR PROFILE
IINVESTOR

 PRIMARY CONTACT
Mailing Address:___________________________ Attention:_______________________________

_________________________________________ Telephone:______________________________
_________________________________________ Facsimile:_______________________________
_________________________________________ E-mail:__________________________________
Preferred method of communication: Confidential Website Access1 Regular Mail
 If the Primary Contact is to be the only recipient of all notices and reports, please check the box at
the left and do not repeat the contact information in response to the various questions below.
 SECONDARY CONTACT
Please list additional individual(s) who should receive copies of all notices and reports:
_________________________________________ Telephone:______________________________
_________________________________________ Facsimile:_______________________________
_________________________________________ E-mail:_________________________________
_________________________________________ Telephone:______________________________
_________________________________________ Facsimile:_______________________________
_________________________________________ E-mail:_________________________________
(Please use additional sheet, if necessary)
1
Please note that the website is password protected. If this option is selected, we will provide you with a password to access this website.
INVESTOR PROFILE

 CATEGORY OF INVESTOR (Please select only one)
Individual U.S. Person (including Non-Profit Organization Sovereign Wealth Fund or

his/her trusts) Foreign Official Institution
Individual Non-U.S. Person Pension Plan (excluding Other Non-U.S. Person (please
(including his/her trusts) governmental pension plans) explain)
Broker-Dealer Banking or Thrift Institution ___________________________

(proprietary)
___________________________
Insurance Company State or Municipal Other (please explain)
Governmental Entity (excluding ___________________________
governmental pension plans)
___________________________
Investment Company Registered State or Municipal
with the SEC Governmental Pension Plan
Private Fund2 (excluding a Fund of Fund of Funds3

Funds)
 BANK INFORMATION
Please provide the following information with respect to the bank or other financial institution from
which the Investor’s Capital Contribution, withdrawals and distributions will be wired or drawn. Please
note that any amounts paid to the Investor in connection with withdrawals and distributions will be paid
to the same account from which its Capital Contribution was originally remitted, unless the General
Partner agrees otherwise. Payments from third parties generally are not accepted.
Name of Banking Institution:
Address:
Telephone Number:
ABA Fedwire:
For the Account of:
Account Number:
2
A “Private Fund” is any issuer that would be an investment company as defined in Section 3 of the Company Act, but for Section 3(c)(1) or
3(c)(7) of the Company Act.
3
A “Fund of Funds” is a pooled investment vehicle that invests ten percent (10%) or more of its total assets in other pooled investment vehicles,
whether or not such pooled investment vehicles are Private Funds, or registered investment companies.
INVESTOR PROFILE

 AUTHORIZED SIGNATORIES
Set forth below are the names and signatures of the persons authorized by the Investor to give and receive
instructions with respect to any withdrawal by or distribution to the Investor from the Fund. Such persons
are the only persons authorized until further written notice to the General Partner signed by one or more
of such persons: (Please attach additional pages if needed)
Names Sample Signatures
INVESTOR PROFILE

EXHIBIT B
To ensure compliance with applicable laws and regulations, it is necessary to obtain certain
representations, covenants and information regarding the eligibility and status of each prospective
investor in the Fund. The following three (3) forms of Confidential Investor Questionnaire (collectively,
the “Questionnaire”) are attached to this Exhibit B. Please complete only the form(s) of
Questionnaire(s) that is applicable to the Investor.
(1) Questionnaire for Individuals (attached as Exhibit B-1). The Questionnaire for Individuals must
be completed by any subscriber that is a natural person (i.e., an individual). In the event a
subscriber consists of more than one natural person (other than a husband and wife subscribing as
joint tenants), each such person should complete a separate Questionnaire for Individuals. If the
subscriber is a husband and wife subscribing as joint tenants, only one Questionnaire for
Individuals is required.
(2) Questionnaire for Trusts (attached as Exhibit B-2). The Questionnaire for Trusts must be
completed by any subscriber that is a trust (whether revocable, irrevocable or otherwise) (other
than a Benefit Plan Investor). Each such subscriber must also comply with the additional
requirements set forth in the footnotes and instructions to the Questionnaire, which may require
that a Questionnaire also be prepared for one or more additional persons or entities.
(3) Questionnaire for Entities (attached as Exhibit B-3). The Questionnaire for Entities must be
completed by any subscriber that is a corporation, partnership, limited liability company,
retirement system, Benefit Plan Investor or similar entity (excluding any trusts other than trusts
that are Benefit Plan Investors), and, as applicable, such subscriber should comply with the
additional requirements set forth in the footnotes and instructions to the Questionnaire, which
may require that a Questionnaire also be prepared for one or more additional persons or entities.
If the subscriber is an individual retirement account or a self-directed employee retirement plan,
such subscriber should complete this Questionnaire for Entities.
The Investor must return properly completed Questionnaire(s) to the Fund before a subscription may be
accepted. By completing the applicable Questionnaire(s) and executing the Subscription Agreement, the
Investor represents, warrants and certifies that all of the answers, statements and information in the
Questionnaire(s) are true and correct as of the date set forth on the signature page to the Subscription
Agreement. The Investor agrees to provide such additional information and documents related to the
Questionnaire(s) as is requested by the Fund Parties and to notify the General Partner promptly of any
change which may cause any answer, statement or information set forth in the Questionnaire(s) to become
inaccurate or untrue in any respect.

EXHIBIT B-1
QUESTIONNAIRE FOR INDIVIDUALS
Instructions. If the Investor is a natural person, he or she should complete this Confidential
Investor Questionnaire for Individuals (this “Questionnaire”). Capitalized terms used but not otherwise
defined in this Questionnaire shall have the meanings set forth in the Subscription Agreement (the
“Agreement”).
B. The Fund Documents were received, and the Agreement was signed by the Investor, in the
country listed below. If in the United States, please indicate the applicable state or territory
(including the District of Columbia):
C. The Investor hereby represents and warrants that the Investor is at least 21 years of age and is:
(1) a citizen of (country):
(2) a resident of (please indicate state, if applicable):
D. The Investor ________ (is) _________ (is not) (please initial one) a U.S. Person.1 (Note: Non-
Partner and the Investment Manager that he/she is an “accredited investor,” as such term is defined in
Rule 501(a) of Regulation D under the Securities Act, because: (please initial each item applicable to the
Investor)
A. _____ The Investor is a natural person who has an individual net worth2, or joint net worth with
1
trusts.
2
As used in this item, “net worth” means the excess of total assets at fair market value, including home furnishings and automobiles, over total
liabilities; provided that, (i) the Investor’s primary residence shall not be included as an asset, (ii) indebtedness that is secured by the Investor’s
primary residence, up to the estimated fair market value of the primary residence at the time of the sale of the Interest, shall not be included as a
liability (except that if the amount of such indebtedness outstanding at the time of sale of the Interest exceeds the amount outstanding 60 days
before such time, other than as a result of the acquisition of the primary residence, the amount of such excess shall be included as a liability), and
(iii) indebtedness that is secured by the Investor’s primary residence in excess of the estimated fair market value of the primary residence at the

his/her spouse, of in excess of $1,000,000.
B. _____ The Investor is a natural person who had an individual annual income 3 (exclusive of any
income attributable to his/her spouse) of more than $200,000 in each of the past two
years, and reasonably expects to have an individual annual income in excess of $200,000
during the current year.
C. _____ The Investor is a natural person who had joint annual income 4 with his/her spouse of
more than $300,000 in each of the past two years, and reasonably expects to have joint
annual income in excess of $300,000 during the current year.
D. _____ The Investor is a director, executive officer or general partner of the Fund or director,
executive officer or general partner of the General Partner.
Partner and the Investment Manager, that he/she is a “qualified purchaser,” as such term is defined in
Section 2(a)(51)(A) of the Company Act, because: (please initial each item applicable to the Investor)
A. _____ The Investor is a natural person who owns (either individually or jointly with his/her
spouse) not less than $5,000,000 in Investments. 5
time of the sale of the Interest shall be included as a liability..

3
For purposes of this item, “individual annual income” means adjusted gross income as reported for U.S. federal income tax purposes, less any
income attributable to a spouse or to property owned by a spouse, increased by the following amounts (but not including any amounts attributable
to a spouse or to property owned by a spouse): (i) the amount of any interest income received which is tax-exempt under Section 103 of the Code,
(ii) the amount of losses claimed as a limited partner in a limited partnership (as reported on Schedule E of Form 1040), (iii) any deduction
claimed for depletion under Section 611 et seq. of the Code, and (iv) any amount by which income from long-term capital gains has been reduced
in arriving at adjusted gross income pursuant to the provisions of Section 1202 of the Code prior to its repeal by the Tax Reform Act of 1986.
4
For purposes of this item, “joint annual income” means adjusted gross income as reported for U.S. federal income tax purposes, including any
income attributable to a spouse or to property owned by a spouse, increased by the following amounts (including any amounts attributable to a
spouse or to property owned by a spouse): (i) the amount of any interest income received which is tax-exempt under Section 103 of the Code, (ii)
the amount of losses claimed as a limited partner in a limited partnership (as reported on Schedule E of Form 1040), (iii) any deduction claimed
for depletion under Section 611 et seq. of the Code, and (iv) any amount by which income from long-term capital gains has been reduced in
arriving at adjusted gross income pursuant to the provisions of Section 1202 of the Code prior to its repeal by the Tax Reform Act of 1986.
5
accordance with generally accepted accounting principles, as reflected in the company’s most recent financial statements (provided such financial
statements were issued within 16 months of the date of Investor’s purchase of Interests); (ii) futures contracts or options thereon held for
If the Investor is unsure if some of his/her assets constitute Investments, such assets should be excluded or the Investor should consult his/her tax
and legal advisors for further clarification.

B. _____ The Investor is a natural person who is a knowledgeable employee6 with respect to the
Investment Manager and the Fund, as such term is defined in Rule 3c-5 under the
Company Act.
C. _____ None of the above items is applicable with respect to the Investor.
*****
6
The term “knowledgeable employee” means (i) an executive officer, director, trustee, general partner, advisory board member, or person serving
in similar capacity, of the Fund or the Investment Manager; or (ii) an employee of the Fund or the Investment Manager (other than an employee
performing solely clerical, secretarial or administrative functions with regard to the Fund or its investments) who, in connection with his/her
regular duties or functions, participates in the investment activities of the Fund or any other private investment funds the investment activities of
which are managed by the Investment Manager; provided that such employee has been performing such functions and duties for or on behalf of
the Fund or the Investment Manager (or substantially similar duties or functions for or on behalf of another company) for at least 12 months.

EXHIBIT B-2
QUESTIONNAIRE FOR TRUSTS
Instructions. If the Investor is a trust (other than a Benefit Plan Investor), please complete this
Confidential Investor Questionnaire for Trusts (this “Questionnaire”). Capitalized terms used but not
Columbia):
exemption below:
D. The Investor __________ (is) __________ (is not) (please initial one) a grantor trust for U.S.
federal income tax purposes. If the Investor is a grantor trust for U.S. federal income tax
purposes, please answer either “Yes” or “No” to each of the following items:
(Yes) More than fifty (50%) of the value of the ownership interest of any beneficial
owner in the Investor is (or may at any time during the term of the Fund be)
(No) attributable to the Investor’s (direct or indirect) interest in the Fund.
(Yes) It is a principal purpose of the Investor’s participation in the Fund to permit

the Fund to satisfy the 100 partner limitation contained in U.S. Treasury
(No) Regulation Section 1.7704-1(h)(3).
E. The Investor hereby warrants and represents that:
F. The Investor __________ (is) __________ (is not) (please initial one) a Benefit Plan Investor, as
such term is defined in the Agreement. (Note: Benefit Plan investors generally are not permitted to
invest in the Fund and should invest, if at all, through BP Capital Energy Equity Fund

G. The Investor ________ (is) _________ (is not) (please initial one) an investment fund registered
Registered Fund.
H. The Investor ________ (is) _________ (is not) (please initial one) a commodity pool1. If the
____________________________________________________________
OR
________________________________________________________________
________________________________________________________________
I. The Investor ________ (is) _________ (is not) (please initial one) a U.S. Person.2 (Note: Non-
J. The Investor ________ (is) _________ (is not) (please initial one) a Foundation Partner.3
K. The Investor ________ (is) _________ (is not) (please initial one) a Government Entity. 4
1
2
trusts.
3
interest trust.
4

L. The Investor ________ (is) _________ (is not) (please initial one) acting as trustee, custodian or
______________________________________________________________________________
M. The Investor ________ (is) _________ (is not) (please initial one) a trust substantially owned by
a Government Entity (e.g., a single investor vehicle) and the investment decisions of such trust
are made or directed by a Government Entity. If the Investor is such a trust, please provide the
name of the applicable Government Entity below:
______________________________________________________________________________
N. If the Investor is a Government Entity or any person or trust described in item L or item M above,
the Investor hereby certifies that: (please initial one)
(True)
(False) affiliates in connection with the Investor’s subscription, other than Rule 206(4)-
5 (the “Pay to Play Rule”) promulgated under the Advisers Act.
If the Investor initialed “False” above, please describe the nature of the “pay
to play” or other similar compliance obligations that you expect to be imposed
on the Fund, the General Partner, the Investment Manager and/or their
respective affiliates in connection with the Investor’s subscription for an
Interest:
_______________________________________________________________
______________________________________________________________
Investor)
A. _____ The Investor is a trust that (a) has total assets in excess of $5,000,000 and (b) was not
formed for the specific purpose of acquiring an Interest, and the purchase of an Interest is
being directed by a “sophisticated person.” As used in the foregoing sentence, a
“sophisticated person” means a person who has such knowledge and experience in
financial and business matters that he/she/it is capable of evaluating the merits and risks
of the prospective investment. If the Investor initialed this item, please provide the full
legal name of the sophisticated person below:

________________________________________________________________________
B. _____ The Investor is: (a) a “bank” as defined in Section 3(a)(2) of the Securities Act, a savings
and loan association, or other institution as described in Section 3(a)(5)(A) of the
Securities Act; (b) acting in a fiduciary capacity; and (c) subscribing for an Interest on
behalf of a trust account or accounts.
C. _____ The Investor is a revocable trust that may be amended or revoked at any time by the
grantor(s) (i.e., settlor(s)) thereof, and each grantor is an accredited investor.5 If the
Investor initials this item, please list the full legal name(s) of each grantor below and
describe the basis upon which each grantor qualifies as an accredited investor:
D. _____ The Investor is a business trust that (a) has total assets in excess of $5,000,000 and (b)
was not formed for the specific purpose of acquiring an Interest.
A. _____ The Investor was not formed for the specific purpose of acquiring an Interest; and each
trustee (or other authorized person) that is authorized and required to make investment
decisions with respect to the Investor is a qualified purchaser 6, and each grantor (i.e.,
settlor) or other person who has contributed assets to the Investor is a qualified purchaser
at any time such person contributed assets to the Investor. If the Investor initials this item,
please list the full legal name(s) of each trustee (or authorized person) and grantor (or
other applicable person) below and describe the basis upon which each person qualifies
as a qualified purchaser:
5
he/she is a director, executive officer, or general partner of the Fund, or a director, executive office or general partner of the General Partner.
6
A natural person may be a qualified purchaser if (i) he/she owns (together with his/her spouse) not less than $5,000,000 in Investments; or (ii)
he/she is a “knowledgeable employee” of the Fund and/or the Investment Manager. The term “knowledgeable employee” means (i) an executive
officer, director, trustee, general partner, advisory board member, or person serving in similar capacity, of the Fund or the Investment Manager;
or (ii) an employee of the Fund or the Investment Manager (other than an employee performing solely clerical, secretarial or administrative
functions with regard to the Fund or its investments) who, in connection with his/her regular duties or functions, participates in the investment
activities of the Fund or any other private investment funds the investment activities of which are managed by the Investment Manager; provided
that such employee has been performing such functions and duties for or on behalf of the Fund or the Investment Manager (or substantially
similar duties or functions for or on behalf of another company) for at least 12 months.

B. _____ The Investor: (a) was not formed for the specific purpose of acquiring an Interest;
(b) owns not less than $5,000,000 in Investments; 7 and (c) is owned directly or indirectly
by or for: (i) two or more natural persons who are related as siblings or spouses
(including former spouses), or direct lineal descendants by birth or adoption; (ii) spouses
of such persons; (iii) the estates of such persons; or (iv) foundations, Section 501(c)(3)
organizations or trusts established by or for the benefit of such persons (a “Family
its owners:
C. _____ The Investor: (a) was not formed for the specific purpose of acquiring an Interest; and
(b) is a trust, acting for its own account or the accounts of other qualified purchasers, that
in the aggregate owns and invests on a discretionary basis not less than $25,000,000 in
Investments.
D. _____ None of the above items is applicable with respect to the Investor.
each item below)
A. (True) The Investor was organized or reorganized (as interpreted under the Company Act)
for the purpose of acquiring an Interest or otherwise investing in the Fund.
(False)
7
The term “Investments” means any or all (i) securities (as defined in the Securities Act), except for securities of issuers controlled by the
accordance with U.S. generally accepted accounting principles, as reflected in the company’s most recent financial statements (provided such
financial statements were issued within 16 months of the date of Investor’s purchase of Interests); (ii) futures contracts or options thereon held for

signature page to the Agreement and/or does not intend to make any investments
(False) in the near future.
C. (True) The Investor’s total investment (or planned total investment, as applicable) in the
Fund does or may constitute more than forty percent (40%) of the Investor’s assets
(False) (including committed capital of the Investor).
D. (True) The governing documents of the Investor do not require that (a) each beneficiary
of the Investor participate in all of the Investor’s investments and (b) the profits
(False) and losses from each investment be shared among such beneficiaries in the same
proportions as all other investments of the Investor.

decisions of beneficiaries (in other words, beneficiaries have the right or ability to
(False) “opt-in” or “opt out” of investments made by the Investor or have the individual
discretion over the amount of their investments).

(False)
G. (True) The Investor is a company that would be defined as an investment company under
the Company Act but for the exclusion provided from that definition by Section
(False) 3(c)(1) or Section 3(c)(7) of the Company Act.
beneficiaries participating in the Investor, and the percentage interest which each beneficiary holds in the
Investor; and (b) each participating beneficiary of the Investor should complete and return the applicable
If the Investor initialed “True” to item E above, (a) please name the beneficiaries who have
elected to participate in an investment in the Fund (i.e., the beneficiaries of the Investor that have “opted-
in” to an investment in the Fund), and (b) each participating beneficiary of the Investor should complete
and return the applicable form of Questionnaire to the Fund. Please provide the information requested in
(a) above on a separate piece of paper and return such information to the Fund along with this
Questionnaire.
*****

EXHIBIT B-3
QUESTIONNAIRE FOR ENTITIES
Instructions. If the Investor is an entity (including a Benefit Plan Investor), please complete this
Confidential Investor Questionnaire for Entities (this “Questionnaire”). Capitalized terms used but not
Columbia):
exemption below.
D. The Investor hereby warrants and represents that:
E. The Investor __________ (is) __________ (is not) (please initial one) a Benefit Plan Investor, as
such term is defined in the Agreement. (Note: Benefit Plan investors generally are not permitted
to invest in the Fund and should invest, if at all, through BP Capital Energy Equity Fund
F. The Investor __________ (is) _________ (is not) (please initial one) a pooled investment vehicle
or other entity whose investors or equity interest holders consist of one or more Benefit Plan
Investors. If the Investor is such an entity, the Investor hereby certifies to either (1) or (2) below,
as applicable (please initial either (1) or (2) below):
______ (1) Less than 25% of the value of each class of equity interests in the Investor is held
by Benefit Plan Investors (excluding from this computation interests held by (i)
any individual or entity (other than a Benefit Plan Investor) having discretionary
authority or control over the assets of the Investor, (ii) any individual or entity
who provides investment advice for a fee (direct or indirect) with respect to the
assets of the Investor, and (iii) any affiliate of such individuals or entities);
OR

______ (2) 25% or more of the value of any class of equity interests in the Investor is held
by Benefit Plan Investors (calculated as described above);
AND
the maximum percentage of the Investor’s assets that will constitute “plan assets”
within the meaning of the Plan Assets Regulation is _________%.
G. The Investor ________ (is) _________ (is not) (please initial one) an individual retirement
account or annuity or other “plan” that is subject to Section 4975 of the Code or a self-directed
account in an “employee benefit plan” within the meaning of Section 3(3) of ERISA, and the
rules and regulations promulgated thereunder, that is subject to Part 4 of Subtitle B of Title I of
ERISA. If the Investor is such a person, please provide the full legal name of the natural person
that is investing through such IRA or self-directed employee retirement plan below:
________________________________________________________________________
H. The Investor _______ (is) ___________ (is not) (please initial one) an insurance company. If the
Investor is an insurance company, the Investor hereby certifies to either (1) or (2) below, as
applicable (please initial either (1) or (2) below):
(or the assets of a wholly owned subsidiary of its general account), but none of
the underlying assets of the Investor’s general account constitutes “plan assets”
within the meaning of Section 401(c) of ERISA;
OR
(or the assets of a wholly owned subsidiary of its general account) and a portion
of the underlying assets of the Investor’s general account constitutes “plan
assets” within the meaning of Section 401(c) of ERISA;
AND
______% of its general account assets constitutes “plan assets” within the
meaning of Section 401(c) of ERISA.
I. The Investor ________ (is) _________ (is not) (please initial one) an investment fund registered
Registered Fund.
J. The Investor ________ (is) _________ (is not) (please initial one) a U.S. Person.1 (Note: Non-
1

K. The Investor ________ (is) _________ (is not) (please initial one) a “government plan” within
the meaning of Section 3(32) of ERISA.
L. The Investor ________ (is) _________ (is not) (please initial one) a “church plan” within the
meaning of Section 3(33) of ERISA. If it is a church plan, has the Investor elected to be subject
to ERISA (please select either “Yes” or “No” below):
Yes ____________
No ____________
M. The Investor ________ (is) _________ (is not) (please initial one) a Foundation Partner.2
N. The Investor _________ (is) _________ (is not) (please initial one) a private pooled investment
vehicle that invests ten percent (10%) or more of its total assets in other pooled investment
vehicles, whether or not such pooled investment vehicles are “private funds” (as such term is
defined in the Advisers Act) or registered investment companies.
O. The Investor ________ (is) _________ (is not) (please initial one) a commodity pool3. If the
____________________________________________________________
OR
trusts.
2
interest trust.
3

________________________________________________________________
________________________________________________________________
P. The Investor ________ (is) _________ (is not) (please initial one) a Government Entity. 4
Q. The Investor ________ (is) _________ (is not) (please initial one) acting as trustee, custodian or
R. The Investor ________ (is) _________ (is not) (please initial one) an entity substantially owned
by a Government Entity (e.g., a single investor vehicle) and the investment decisions of such
entity are made or directed by a Government Entity. If the Investor is such an entity, please
provide the name of the applicable Government Entity below:
S. If the Investor is a Government Entity or any person or entity described in item Q or item R
above, the Investor hereby certifies that: (please initial one)
(True)
(False) affiliates in connection with the Investor’s subscription, other than Rule 206(4)-5
(the “Pay to Play Rule”) promulgated under the Advisers Act.
If the Investor initialed “False” above, please describe the nature of the “pay to
play” or other similar compliance obligations that you expect to be imposed on
the Fund, the General Partner, the Investment Manager and/or their respective
affiliates in connection with the Investor’s subscription for an Interest:
_______________________________________________________________
______________________________________________________________
4

Investor)
A. _____ The Investor is an entity that has total assets in excess of $5,000,000 and was not formed
for the specific purpose of acquiring an Interest.
B. _____ The Investor is an “employee benefit plan” within the meaning of ERISA, and the
decision to invest in the Fund was made by a plan fiduciary (as defined in Section 3(21)
of ERISA) that is either a bank, savings and loan association, insurance company or SEC-
registered investment adviser. The name of the plan fiduciary is:
C. _____ The Investor is an “employee benefit plan” within the meaning of ERISA and has total
assets in excess of $5,000,000.
D. _____ The Investor is a plan established and maintained by a state, its political subdivisions, or
any agency or instrumentality of a state or its political subdivisions for the benefit of its
employees, and has total assets in excess of $5,000,000.
E. _____ The Investor is an individual retirement account, Keogh Plan or other self-directed
of assets credited to his or her account and the investing participant is an accredited
investor.5 If the Investor initials this item, please list the full legal name of the investing
participant below and describe the basis upon which such participant qualifies as an
accredited investor:
F. _____ The Investor is an organization described in Section 501(c)(3) of the Code, was not
formed for the specific purpose of acquiring an Interest and has total assets in excess of
$5,000,000.
G. _____ The Investor is a “bank” as defined in Section 3(a)(2) of the Securities Act or a savings
and loan association, or other institution described in Section 3(a)(5)(A) of the Securities
Act acting in its individual capacity.
H. _____ The Investor is an insurance company as defined in Section 2(13) of the Securities Act.
I. _____ The Investor is a broker or dealer registered pursuant to Section 15 of the U.S. Securities
Exchange Act of 1934, as amended (the “Exchange Act”).
5
he/she is a director, executive officer, or general partner of the Fund, or a director, executive officer, or general partner of the General Partner.

J. _____ Each beneficial owner of the Investor’s equity interests is an accredited investor (i.e., can
qualify as an accredited investor under one or more of the foregoing categories in this
Section II). If the Investor initials this item only, please list the full legal name(s) of each
beneficial owner of the Investor below and describe the basis upon which each equity
owner qualifies as an accredited investor:
K. _____ None of the above items is applicable with respect to the Investor.
A. _____ The Investor is an entity acting for its own account or the accounts of other qualified
purchasers that: (a) was not formed for the specific purpose of acquiring an Interest; and
(b) in the aggregate owns and invests on a discretionary basis not less than $25,000,000
in Investments6, including Investments owned by its majority-owned subsidiaries, its
parent company (if such parent owns a majority of the Investor) and other majority-
owned subsidiaries of its parent company.
B. _____ The Investor is a corporation, a partnership, an association, a joint-stock company, a fund

or any organized group of persons whether incorporated or not, that: (a) was not formed
for the specific purpose of acquiring an Interest; (b) owns not less than $5,000,000 in
Investments; and (c) is owned directly or indirectly by or for: (i) two or more natural
persons who are related as siblings or spouses (including former spouses), or direct lineal
descendants by birth or adoption; (ii) spouses of such persons; (iii) the estates of such
persons; or (iv) foundations, Section 501(c)(3) organizations (i.e., charitable
organizations) or trusts established by or for the benefit of such persons (a “Family
6
an issuer that files reports pursuant to Section 13 or 15(d) of the Exchange Act, (C) the issuer of the Control Securities has a class of securities
listed on a designated offshore securities market under Regulation S under the Securities Act, or (D) the issuer of the Control Securities is a
private company with Investors’ equity not less than $50 million determined in accordance with U.S. generally accepted accounting principles, as
reflected in the company’s most recent financial statements (provided such financial statements were issued within 16 months of the date of
Investor’s purchase of Interests); (ii) futures contracts or options thereon held for investment purposes; (iii) physical commodities held for
investment purposes; (iv) swaps and other similar financial contracts entered into for investment purposes; (v) real estate held for investment
purposes; and (vi) cash and cash equivalents held for investment purposes.

its owners:
C. _____ The Investor is an individual retirement account, Keogh Plan or other self-directed
of assets credited to his or her account, and the investing participant is a qualified
purchaser.7 If the Investor initials this item, please list the full legal name of the investing
participant below and describe the basis upon which such participant qualifies as a
D. _____ Each beneficial owner of the Investor’s equity interests is a qualified purchaser (i.e., can
qualify as a qualified purchaser under one of the foregoing categories in this Section III).
If the Investor initials this item only, please list the full legal name(s) of each beneficial
owner of the Investor and describe the basis upon which each owner qualifies as a
each item below)
A. (True) The Investor was organized or reorganized (as interpreted under the Company
Act) for the purpose of acquiring an Interest or otherwise investing in the
(False) Fund.
7
A natural person may be a qualified purchaser if (i) he/she owns (either individually or jointly with his/her spouse) not less than $5,000,000 in
investments; or (ii) he/she is a “knowledgeable employee” of the Fund and/or the Investment Manager. The term “knowledgeable employee”
means (i) an executive officer, director, trustee, general partner, advisory board member, or person serving in similar capacity, of the Fund or the
Investment Manager; or (ii) an employee of the Fund or the Investment Manager (other than an employee performing solely clerical, secretarial
or administrative functions with regard to the Fund or its investments) who, in connection with his/her regular duties or functions, participates in
the investment activities of the Fund or any other private investment funds the investment activities of which are managed by the Investment
Manager; provided that such employee has been performing such functions and duties for or on behalf of the Fund or the Investment Manager (or
substantially similar duties or functions for or on behalf of another company) for at least 12 months.

signature page to the Agreement and/or does not intend to make any
(False) investments in the near future.
C. (True) The Investor’s total Capital Contribution (or planned total investment, as
applicable) in the Fund does or may constitute more than forty percent (40%)
(False) of the Investor’s total assets (including committed capital of the Investor).
D. (True) The governing documents of the Investor do not require that (a) each equity or
beneficial owner of the Investor participate in all of the Investor’s investments
(False) and (b) the profits and losses from each investment made by the Investor be
shared among the equity or beneficial owners in the same proportions as all
other investments made by the Investor.

decisions of its beneficial owners (in other words, beneficial owners have the
(False) right or ability to “opt-in” or “opt out” of investments made by the Investor or
have the individual discretion over the amount of their investments).

(False)
G. (True) The Investor is a company that would be defined as an investment company

under the Company Act but for the exclusion provided from that definition by
(False) Section 3(c)(1) or Section 3(c)(7) of the Company Act.
partners, shareholders, members, managers or other persons participating in the Investor, and the
percentage interest which each such person holds in the Investor; and (b) each beneficial or equity owner
of the Investor should complete and return the applicable form of Questionnaire to the Fund. Please
provide the information requested in (a) above on a separate piece of paper and return such information
to the Fund along with this Questionnaire.
If the Investor initialed “True” to item E above, (a) please name the partners, shareholders,
members, managers or other owners of the Investor that have elected to participate in an investment in the
Fund (i.e., the beneficial owners of the Investor that have “opted-in” to an investment in the Fund), and
(b) each participating beneficial or equity owner of the Investor should complete and return the applicable
*****

EXHIBIT C
IRS FORM W-9
(Attached hereto)
FORM W-9

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flpr 20 08 03:1Sp Fedexkinkos 8174319814 p.4
RP Capital Energy Equity Fumi Ii, LP.

(a Delaware limited partnership)
SIGNATURE PAGE
T0
Very truly yours. Tate! Capital Contributiun:
?fgaofigrfiwfi 1f? :5
,‘QMFOM
Print Nim'e oflnveslor(s)
WM
Sigflature
f
Signafure ofjoim investor
whose signature is
01'
mquimd
other pt Km
"
x? Mn: fl’w’fid e”
'7'
V
Pant Tine (irapplicame) pn'mee (ir applicable)
Social Security Number 0r Federai Employer Social Security Number or Federal E' aplnyer
identification Number Identification Number (ij oint imrBs Ir)
i'
Dale: ,200ué

BP Capital Energy Equity Fund ll, L.P.
[a Delaware limited partnership)
SIGNATURE PAGE
TO
Vew lmly yours, Total Capital Cnntributiun:
mm)
Name
[Prim
Mm; Ks u”
0f Investmfs)
s
Signadtl‘e Signature ofjoint invcslm' ur other person

whose signature is required
Print Title (ifapplicable) Print Title (ifapplicable)
Social Security Number 01' Federal Employer Social Security Number or Federal Employer
Identification Number Identification Number (ol‘joim invesmr)
Date: , 200$

ACCEPTANCE PAGE
TO
SUB§CRIPTION ACCEPTED:
m/INFULL mfors; 4g
Q00 Q00
BP Capital Energy Equity Fund H, LP.

(a Delaware limiled partnership)
By: BP Capital Mauagemant, L.P.,

a Delaware limited paltnemlu'p,
its general partner
TBP Investments Management LLC,

a Delaware limited liability company,
its gcncral partner
Maw
By:
¥i$% fa
5% 4,9
Date:
BY EX ECUTION EREDF the General Partner hereby certifies that all conditions t0 closing set forth in
Section 30)) of theAgreement have been satisfied and that all of the representations and wan'anties 0f the
General Partner set forth in Section 4 of the Agreement are true and correct as of the date of acceptance
set fofih above.
12

BP Capital Energy Equity Fund II, LJ’.
_:
INVESTOR CONTACT INFORMATION
1NVEST0R NAME: FLU 5w fikfmgra 5
u PRIMARY CONTACT
Please list a primaly contact person for the investment:
Contact Name: [”1qu fié-IWU {CL

Adm
Telephone Number: fl7 21 2 I ?f r Facsimile Number:
E—Mail Address: me hum pol: Q amneas 1i. m; f
The Fund generally provides monthly account statements Lo investors. Please choose mg orthe
following options for the manner in which you would like t0 leceive the account statement.
E‘ Obtain statement via confidcntial website access*
D Obtain statement by mail
*Pleasc note that the website is password protected. We will promptly coordinate setting up this
password with you ifyou select this option.
D lflhe Primary Contact is m be: 1h: only recipient ofall notices and reporls, please check the box at
[he left and d0 not repeat the contact information in response to the various questions below,
A-l

-
- SECONDARY CONTACT
Please list addilioual mdividuafls) who should receive copies Ufa]! notices 21nd reports:
l. Contact Name flow f/EAJANCL—
Telcphonc Number: Facsimile Number:
E-Mail Address:
l‘ Contact Name
Address:
Telephone Number: Facsimile Number:
E—Mail Address:
A-Z

BP Capital Energy Equity

Equity Fund II,
II, L.P.
L.P.
(a
limited partnership)
INSTRUCTIONS:
I.
1. In order to
In order t0 ensure compliance with
ensure compliance with applicable
applicable federal
federal law,
law, it is
it is necessmy
necessary to obtain
to obtain
information
information regarding the financial
regarding the position and
financial position and experience of prospective investors
experience ofpl‘ospective investors
("Investors")
(“Investors”) in
in the
the Fund. Please complete
complete this
this Confidential
Confidential Investor
Investor Questionnaire.
Questionnaire.
2. Please return the

Please return the completed Confidential
Confidential Investor
Investor Questionnaire
Questionnaire to:
to:

Capital Energy II, L.P.
Equity Fund II, L.P.
260 Preston
Preston Commons West
8117
81 17 Preston
Preston Road
Dallas,
Dallas, Texas 75225
75225
Attn:
Attn: Trista
Trista Black
Black
3. Capitalized
Capitalized terms not othe1wise
othelwise defined
defined herein
herein shall
shall have the
the meaning ascribed
ascribed to
t0 them
in
in the
the Agreement.
Q-1
Q—1

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HPF El OS 01:05p Fedexkinkas 8174819814 P.3
Mm
I. GEN ERM‘ INFORMATION (mac:- nddifinnal sheets ifnecesuary)
Tu bL' completed by nil Investors.

‘
'...-- .
1. Nam. {£qu 5:8
2. Dim; 01' Birlh:
(to be: completed by individual Invmlors)
3‘ Marital status:
(to he complctcul by individual Investors)
«l», Emp ioycr:
'l‘illc:
(10 bc completed by individual Investors)
5. The undcrfiignud is [check the applicable subparagrnph].
X AUJS.
A
Persnn; m- af’flwfln L(mfifép/flr‘
non-U. S. entity or pcmorn.
fieKY/If
I‘
or purposgs of this Confidential Investor Questionnaim',
citizen of or rusidunl'
aw
.Person" ls (i) a natuml pcmon who is a
m Ihe United States: (ii) a parmcrhhtp or corporation organimd or 3m rpomtcd
under the lawwI-‘ihc United Slates; (iii) an estate ofwhivh any execumr or adminimramr is a LL- Person; ‘
(iv) a trust ol'which any trustee is :1 U.S. Fenian; (v) an agency or branch uf‘a foreign entity loan ed in t‘m:
United States: (vi) :1 ncm-discrctinnnry account or similar accaunt {nlhcr than an estate or trusl) acid by a
dealer or other fiduciary for Ihc benefit or account OI' :1 U.S. F'cmon; (vii) a discretionary z counI or
simiiar account (other flaan an estate ot' trust) hc1rl by :1 dealer or other fiduciary organized. inc porated.
or (if 2m individua!) Iesirjcm in the United States, or (viii) a partnership nr corporation if (A) or; Luizcd or
incorporated under the laws of any foreign jurisdiclim; and (B) formed by om: or more of :
u: above
unclfnr onc 0r mom
natural persons resident in lhc Unilui Slates principally for the purposc of 1! esting in
sccurilius n01 registered under the: Securities Act. unluza it is organized or incorporated. and -
vncd. by
aacredited investor.»- (m; defined in Rule 50131)) who me not natural ymuns, estates or trusts; 'mvldcd.
however, lhal thc turm “U.S. Person" shall not include (my pumon Dr entity {hat is not treated ls U.S. :1
Person for purposes of thc lnicmal Revenue Code ol' l986. :u: amcndcd (me “Code"). A mn-UB.
person“ means any person other than a United Slates Person.
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EXHIBIT D
ANTI-MONEY LAUNDERING COMPLIANCE SUPPLEMENT
To ensure compliance with statutory and other generally accepted principles relating to anti-money
laundering, the Investment Manager and certain of its respective affiliates and agents generally require
certain information and written verification of identity (“Anti-Money Laundering Compliance
Documents”) from any person that submits completed subscription documents prior to accepting such
subscription.
I. Payment Information
A. Full Legal Name of Investor:
B. Name of the bank from which the Capital Contributions and other payments to the Fund will be
wired (the “Wiring Bank”):
C. The Wiring Bank __________ (is) ___________ (is not) (please initial one) located in an
Approved Country (as such term is defined in “Subscription Procedures”).
D. The Investor __________ (is) ___________ (is not) (please initial one) a customer of the Wiring
Bank.
E. The Investor __________ (is) ___________ (is not) (please initial one) domiciled in an
Approved Country.
II. Anti-Money Laundering Compliance Documents
Provide the applicable Anti-Money Laundering Compliance Documents set forth below:
A. U.S. Investors
(1) Individual and Joint (natural persons)
 A copy of government issued photo identification (e.g., a driver’s license or passport)

of the Investor(s) and each authorized signatory thereof.
(2) Corporations
 The full legal name of each authorized signatory of the Investor.
 A copy of Articles of Incorporation, Certificate of Good Standing or Government

issued business license.
(3) Limited Partnership or Limited Liability Company
 The full legal name of each authorized signatory of the Investor.
AML SUPPLEMENT

 A copy of Partnership Agreement/Limited Liability Company Agreement, Certificate
of Good Standing or government issued business license.
(4) Trusts
 The full legal name, physical address and mailing address (if different), date of birth,
taxpayer identification number (social security number), telephone number and
signature of each trustee, grantor and authorized signatory of a trust entity Investor.
 List of all beneficiaries of the trust.
 A copy of a government issued photo identification (e.g., a driver’s license or

passport) for each trustee, grantor/settlor and authorized signatory of a trust entity
Investor.
 A copy of each of the trust deed and trustee certification (usually included in the
Trust deed).
B. Non-U.S. Investors
(1) Individual and Joint
 A copy of an unexpired passport, photo driver’s license, government issued photo ID

or birth certificate.
(2) Corporations
signature of each authorized signatory.

or birth certificate for each authorized signatory.
 A copy of Articles of Incorporation, Certificate of Incorporation (provide corporate

resolutions as applicable), Corporate Resolution, Certificate of Good Standing,
Banking Reference or three years of financial statements.
(3) Limited Partnership or Limited Liability Company
signature of each authorized signatory.

or birth certificate for each authorized signatory.
 A copy of Partnership Agreement/Limited Liability Company Agreement (provide

partnership resolutions if applicable), articles of incorporation, Certificate of Good
Standing or three years of financial statements or banking reference.
AML SUPPLEMENT

(4) Financial Institution
signature of each authorized signatory and each director or shareholder of a financial
institution with more than 25% voting interest (subject to waiver in the discretion of
the General Partner).

or birth certificate for each authorized signatory and each director or shareholder of a
financial institution with more than 25% voting interest (subject to waiver in the
discretion of the General Partner).
 A copy of Regulatory Agency and registration number, three years of financial

statements or articles of incorporation (provide corporate resolutions if applicable)
AND Foreign Bank Certification Form, a copy of which is available from the
General Partner upon request.
(5) Trusts
signature of each trustee, grantor and authorized signatory.
 List of all beneficiaries of the trust.

or birth certificate for each trustee, grantor or authorized signatory.
 A copy of the Trustee Certification and governing trust document.
The Investment Manager reserves the right to request such additional documentation and/or information
as may be necessary to verify the identity of any prospective investor or otherwise comply with applicable
anti-money laundering laws and regulations. Your subscription will not be deemed complete until all of
the required documentation and/or information are received by the Fund. Subscriptions also may be
rejected by the Investment Manager if the remitting bank or financial institution is unknown to the
Investment Manager. If you have any questions regarding the foregoing, please contact the Fund.
AML SUPPLEMENT

EXHIBIT E
TBP INVESTMENTS MANAGEMENT, LLC
PRIVACY NOTICE
We are committed to keeping the personal information collected from our potential, current and former
investors confidential and secure. The proper handling of personal information is one of our highest
priorities. We want to be sure that you know why we need to collect personal information from you. We
also want to explain to you our commitment to protect the information you provide to us. We never sell
your information to any outside parties.
Investor Information
We collect and keep only information that is necessary for us to evaluate your eligibility to invest
in one or more of our funds and provide other activities in connection with your investment in the fund.
We may collect non-public personal information:
 From you when you complete subscription documents, data gathering forms or other
forms. This includes information such as name, address, social security number, assets,
income, net worth, copies of financial documents and other information deemed
necessary to evaluate your eligibility to invest in one or more of our funds or as is
required by law.
 As a result of transactions with us, our affiliates or others. This could include
transactions completed with us, information received from outside vendors to complete
transactions or to effect financial goals.
Sharing Information
We only share your non-public personal information with non-affiliated companies or individuals
as permitted by law, such as your representative within our firm, affiliated securities firm, third party
service providers and other product vendors, or to comply with legal or regulatory requirements. With
your approval, we also may share information with your advisors, which can include your accountant
and/or attorney. In the normal course of our business, we may disclose information we collect about you
to unaffiliated companies or individuals that contract with us to perform servicing functions such as:
 Record keeping;
 Computer related services; and/or
 Good faith disclosure to regulators who have regulatory authority over the company.
Companies we hire to provide support services are not allowed to use your personal information
for their own purposes and are contractually obligated to maintain strict confidentiality. We limit their use
of your personal information to the performance of the specific service we have requested.
We do not provide your personally identifiable information to mailing list vendors or solicitors
for any purpose.
When we provide personal information to a service provider, we require these providers to agree
to safeguard your information, to use the information only for the intended purpose, and to abide by
applicable law.
PRIVACY NOTICE

Employee Access to Information
Only employees with a valid business reason have access to your personal information. These
employees are educated on the importance of maintaining the confidentiality and security of this
information. They are required to abide by our information handling practices.
Protection of Information
We maintain security standards to protect your information, whether written, spoken or

electronic. We update and test our systems to ensure the protection and integrity of information.
Maintaining Accurate Information
Our goal is to maintain accurate, up-to-date investor records in accordance with industry
standards. When you or any other investor provide us with updated information, we will endeavor to
update our records as soon as possible. We do not, however, have a duty to inquire as to changes in the
information you provide to us.
E-Mail
Should you send us your questions and comments via e-mail, we will share your correspondence
with those employees or agents most capable of addressing your questions and concerns. We will retain
your communication until we have done our very best to provide you with a complete and satisfactory
response. Ultimately, we will either discard your communication or archive it according to the
requirements under applicable securities laws.
Please note that, unless we expressly advise you otherwise, the Fund’s and the General Partner’s
e-mail facilities do not provide a means for completely secure and private communications between the
Fund and the General Partner and yourself. Although every attempt will be made to keep your
information confidential, from a technical standpoint, there is still a risk. For that reason, please do not
use e-mail to communicate information to us that you consider to be confidential. If you wish, you may
contact us instead via telephone or by facsimile. Additional security is available to you if you equip your
internet browser with 128-bit secure socket layer encryption, which provides more secure transmissions.
Disclosure of our Privacy Policy
We recognize and respect the privacy concerns of our potential, current and former investors. We
are committed to safeguarding this information. As a member of the financial services industry, we are
sending you this Notice of Privacy Policy for informational purposes and will update and distribute it as
required by law. It is also available to you upon request.
*****************************
If you have any questions about our privacy policy, please contact Trista Granberry at
(214) 265-4165, because your privacy and the confidentiality of your information are very
important to us.
PRIVACY NOTICE

EXHIBIT F
TBP INVESTMENTS MANAGEMENT, LP
Part 2 of Form ADV
(To be provided separately)
FORM ADV

EXHIBIT A-2

THE UNDERSIGNED AGREES T0 NOTIFY THE FUND IMMEDIATELY IF ANY OF ITS
RESPONSES ABOVE BECOMES INACCURATE AT ANY TIM, INCLUDING ANY TIME
FOLLOWING THE CLOSING.
[FTHE UNDERSIGNED IS UNCERTAIN AS TO THE CORRECT RESPONSE ABOVE, THE
UNDERSIGNED SHOULD CONSULT WITH [TS LEGAL COUNSEL IN COMPLETING ITS
RESPONSE ABOVE 0R SHOULD CONTACT THE GENERAL PARTNER.
Executed on: 9:” 9 . 200i
Fm w
Name
Print
mews Q § of Investor
4MM fltfll’e
2mm A&Mwn
Prim Name of Signatory and Title (if applicable)
Q-Iz

EXHIBIT A
INVESTOR PROFILE
INVESTORNAME: d/_llKI<
MAWK l_. f t/enn1'cK
é/eflm‘ck .
fl 9 f{07f
CAPITAL CONTRIBUTION: jJ $? ;/{ 0-0--0 m
•a INDIVIDUAL INVESTORS
Date of Birth: r i7 7 r 7 7
Nationality:
I
'
?Iace of Birth: '_
j -- -.
Occu ation:
Residential
Residential Address:
Address:
Social
Social Security
Security Number
•o ENTITY INVESTORS
Registered
Registered Office
Office Address:
Address:_ _ _ _ _ _ _ __ _ _ _ _ _ _ _ _- ._ _ _ _ _ _ __
Principal Place of
Principal Place Business:_ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ __
0f Business:
U.S. Tax Identification

U.S. Number:-------- - - - - - - - -
Identification Number:
Approximate number
Approximate number of beneficial or
of beneficial 01' equity
equity owners:
owners:_ _ _ _ _ _ _ _ _ _ __
Date of
Date of Formation:
Formation:
- - - - - - - - - - - - - - --
Jurisdiction
Jurisdiction of Formation: - - -- - - - - - - - -- - - -
ome'mation:
Name and Title the Questionnaire:

Title of Authorized Person Completing the Questionnaire: - - - - - - - - - - - -
JNVESTOR
INVESTOR PROFILE

ANNEX B
ANNEXB
BP Capital
Capital Energy Equity Fund II,
II, L.P.
L.P.
Privacy Notice
Notice
To our
our individual
individual investors:
investors:
We areare now required by law t0

required by to inform ourour individual
individual investors
investors of our policies regarding privacy
policies regarding privacy of
of
infonnation regarding
regarding ourour investors.
investors. For us,us, protecting
protecting the
the privacy
privacy of your
your information
information is
is nothing new.
nothing new.
We have in in the
the past
past and will
will continue in
in the
the future
future to
to protect
protect your
your right
right to privacy. As aa general
t0 privacy. general rule,
rule, we
do not
not disclose
disclose nonpublic personal
personal inf01mation
information about our investors
about our investors or former investors
0r former to anyone
investors to that is
anyone that is
not affiliated
not affiliated with
With us
us without
without the
the investor's consent.
investor‘s consent.
Types
Tvnes of
of "Nonpublic
“Nonpublic Personal Information" We Collect
Persona] Information” Collect
In
In the
the course of our investment
course of investment activities
activities on
0n your behalf, we may collect
your behalf, coilect nonpublic personal
personal information
information
from you,
you, such
such as your name and social
as your social security number, from documents
security number, docmnents that you may deliver
that you to us
deliver to us or
or
from
fi‘om our
our discussions
discussions with
with you.
you.
Parties
Parties to
to Whom We Disclose Information
Disclose Information
As stated
stated previously,
previously, we generally
generally do not not disclose
disclose any nonpublic personal
any nonpublic personal information
information about
about our
our
cuTI"ent 0r
cun‘ent or former investors
investors that
that we obtain
obtain during
during the
the course
course of our relationship
relationship toto unaffiliated third
unaffiliated third
parties,
parties, except as pern1itted
except as pemlitted byby law. However, in
law. However, order to
in order to conduct
conduct investment
investment activities
activities on
0n your behalf, in
your behalf, in
limited situations
limited situations we may need t0 to disclose this nonpublic
disclose this nonpublic personal
personal info1mation
infonmation toto unrelated
unrelated third
third pa1iies
panies
(for
(for example,
example, auditors,
auditors, the Internal Revenue Service
the Intemal Service oror other
other governmental entities).
entities). Also,
Also, in
in some
situations,
situations, we may needneed to
t0 disclose
disclose or01' share
share nonpublic personal infoxmation
nonpublic personal info1mation with
with an
an affiliated third party,
afi'fliated third party,
such as
such our general
as our general partner
partner or
or an affiliated
affiliated partnership,
partnership, inin order
order to conduct investment
to conduct activities on your
investment activities your
behalf. Your authorization
behalf. authorization of 0f us
us to
r0 conduct
conduct investment
activities on your
your behalf
behalf and your
your continuing
continuing
relationship with us
relationship with acts as
us acts as your
your consent
consent toto our disclosure
disclosure of your nonpublic
ofyour nonpublic personal
information when
such disclosure
such disclosure is necessary to
is necessa1y t0 conduct such activities.
condzlci such activities.
In addition, we restrict
In addition, restrict access to nonpublic
access to nonpublic personal
information to
to the
the employees
employees of
of our
our general
general
patiner
panner who need
need to
to know thethe inf01mation.
infotmation. Your nonpublic
nonpublic personal information may also
personal information also be
be shared
shared with
with
our
our attorneys,
attorneys, accountants, and auditors.
accountants, and auditors, In all such
In all such situations,
situations, we take
take steps necessaiy to
steps necesszny to ensure that the
ensure that the
confidential nature of
confidential nature the infonnation
of the being shared
infonnation being shared is
is maintained.
maintained.
Protecting the Confidentiality

Protecting the Confidentiality and Security
Security of
0f Current and
and Fonne1·
Former Investors' Information
Investors" Information
In
In order to protect
order to protect your
your inf01mation,
information, we also
also maintain physical, electronic,
maintain physical, electronic, and procedural
procedural safeguards that
safeguards that
comply with
comply with federal regulations to
federal regulations to guard your nonpublic
guard your nonpublic personal
personal information.
info1mation.
*****************************
*****************************
If
If you
you have
have any
any questions
questions about our
our disclosure policies, please
disclosure policies, please contact,
contact, Trista Black at
Trista Black at (214) 265-4165
(214) 265-4165
because your
because your privacy
privacy and the
the confidentiality of your
confidentiality of your information
information are very important
are very important to
to us.
us,

"°'Ill
(Rev Jonuary
(RPV. J nnuary 200'.l)
W-9
W-9 Request for
for Taxpayer Give rorm
lorm to
lo m
requester. Do
e
the
Du not
0<.ipaml>Qnt
(mmllnmnt of
EDD 3)
lhc Treasury
n1 t11c Treasury
Identification
Identification Number and Certification
Certification send to
ta the IRS.
l11tttma1 Revenue S~tvir.o
llrlemfll Reve11ue Servim
2.
page
Fw M @RWEKS
Busmoss narna il'
dillarenl Hum umvc
on
Exempl rrom
EJ<empr from backup
backup
type
or Instructions
Chuck upprowlme Dex: D
rnnividualf
Sure prupncmr 0D Corporallort
Cnrpowuuu E
~ P~rlrtl!fshlp D Olher ""b
Parlrlerslw Other ._________________
. ... . .. ... ...... .
g withholding
wmmulding
Requester's nameiand
Huquasle-r‘s narne and 1lddress (optional)
address loplmnal)
Print
Specific
See
Taxpayer Identification Number (TIN)
Enter
Enler your
your TIN
IIN In 1m: appropriate
m the appropnale box.box. For
Fm lndiVlduals,
inflividuals, this
:hls is
ts your
your social
socml security
security number
numher (SSN).
(SSH).
Social
Scalal security
secumy number
number
However, for a resident
for a resident alien,
alien. sole
sole proprietor,
proprietor. or
or disregarded
disregarded entity, sea the
entity, see the Part
Pan I instructions
Instructions on
an
3. For
page 3. Fm olher renlihes. it Is
Dlhur entities, Is your
your employer
employul ldentiflca1 ion number
identihnallnn
i1 numbL-I (EIN).
[UNI IfIF you
you do
do not
nol have a number,
have a numhal.
|
[ 1. _l_%_LLL_L J.
sun How lo
stie to gel
get aa TIN
TIN on page
page 3.3 or
Dr
m
Note: II rhe
Nate: /(
lo enter.
10 anion
Under
me accuunt
account is
Under p!!nahies
1.
1.
penalties of
The
The number
is In mure
nl pcriury,
number shown on
more rhan
C
marl orre
one name,
certify that:
perjury Itcertify
an this
Ihnl:
name. see
e rtification
Certification
ronn is
lhis form
r'n
sea the
is my correct
m‘lan on
me c/1ar1 on page
peg: 4
:mrecl taxpayer
for guide/Ines
4 for guaderr'nes on
taxpayer identification
on whose number
identification number
number (or{or I am
am waiting
waltmg forlot aa number
numuer to
| [o be
be issued
issueo lolo me),
me). and
-- --
2.
Z. I am not
no: subject
| m backup
Subject to backup wlthholdlng because: (a)
withholding because: (a) I am exempt
euernpl rrorn
llmn backup
backup withholding.
\ m (b)
wi'lhholding. 01 (b) I have
have not
n01 been
hem nouned
notified by
l
hy lhe
the Internal
internal
Revenue
Revenue Service
Service (IRS)
{IRS} that
lhal I am subject
subjacl tom backup
backup withholding
I wilhhulding as a result
as a result of a failure
Of a [allure to
lu report all in1eresl
{epurl all inhalest or
or diVidends,
dividends. or Dr (c)
(C) the IRS has
me IRS has
notified
notified me thalmm I am
am nono longor
imgor subjec
I
subjectt to
to b;ickup
hnckup withholding,
w‘thholdl'ng, and
3.
3. I am
rum aa U.S.
U.S. person
I pean (including
[including a a U.S. reament alien),
U5. resident aliem}.
Certification
Certificalion Instructions.
instructions. YouYou must cross
cross out
out ilem
item 2 above
above iFyou
if you have been noL iFied by
notified by the
the IRS
IRS that
that you
you are
are curremly
currenny subject
subject Lo lo backup
withholding
wilhholding because
because you
you have
have failed
Failed to
[u report
report all
all interest
lmerest and
and cfrvidends
dividends on
(Jn your
your tax
lax return
return For
Fur rnal eslale lransactlons.
Ieal estate transactions, itern
ilern 22 does
dues not
not apply.
apply
For
Fm mortgage
mortgage interest
inlemsl paid.
paid, acqu1sillon
acqunsulian or m abandonment
abandonment of m secured
Seamed property,
properly canceUalion
cancellallon or rlebl. contributions
of debt. conuibmions to m an
an individual
\ndwiriual rourement
retirement
arrar1gemenr
arrangement (IRA).
(IRA). and
and generally,
generally‘ payments
payments other
other llian
than Interest
interest and
and dividt{nds,
diwdands. you
you arearc not
no! required
required tom sign
sign the
me Certification,
Ceruficarion, but hm youyou must
mus:
provide
provsde yoi.ir
ynur correct
unrreul TIN.
FIN. (See
(See the
the instructions
finsttuclions on on page
page 4.) 41.]
'
Sign
Sign
Here
Purpose of Form
SignaturQ
Signature of
US, person
U.S.
cl
person .,..
D-
’
I
an-«Z “I
" ‘
Dale .,..
Nonresident alien
Generally,
alien w
only a
Generally, only
W6
ho becomes aa resident
who
a nonresident
nonrasidenl alien
resident alien.
alien individual
alien.
individual! may use
use the
A
A person
person who is required to
is required to file
file an
an information
information return
return with
with terms of0f a
a tlax
ax treaty
Irealy toLo reduce
reduce or 0r eliminate
eliminate U.S.
U.S. tax
[ax on
0n
Lhe
the IRS,
IRS, must obtain
obtain your
yum correct
correct taxpayer
taxpayer idenlit'icatlon
idenlification certain
certa‘n types
types ofof income.
income. However;
However. mostmost ta x trealies
lax contam a
Ireaties contain a
numhel (TIN)
number (TIN) to
to report.
report. for
For example.
exmnpie‘ income flaidpaid toIn you,
you. real
real provision known as aa ~saving
provision “saving clause,"
clause" Exceptions
Exceptions specified
specmed
estate
estate transactions,
lransactions‘ mortgage interest
interesi you
you paid,
paid‘ acquisilion
acquiswtion in
In the
the saving clause may permitpermit an exemption from ~ax lax to
to
or
Ur abandonment or of secured property.
pmpeny. cancellat ion of
canceuatlon of debt,
debt, or
Dr continue
Continue for
for certa
cenainin types
types of0f income
Income even after
after the
me recipien
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has otherwise become a a U .S. resident
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for tax
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purposes.
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person. Use
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you are a U.S.
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saving Dr aa tax
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person
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(the requester)
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and, when applicable,
il a|3p\icable, to:
l0: ctaim an exemption from U
claim .S. tax
U.S. tax on cenain
certain types
types of
of fncorne.
income.
1.
1. Certify
Cemfy that
that the
the TIN you
you are
are giving
giving is
i5 correct
contact (or
(or you
you aro
are you must attach a
you must a statement
statement thatthat specifies the following
foliowing five
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number tom be Issued),
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items:
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2. Certify
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thal you
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subject ln backup withholding.
wilhhmding. 1. The treaty
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this must lhe same
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claimed exemption
exemption from tax
(ax as
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2. The treaty
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Note: If a
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gives youyau aa form
farm 01her
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article number
number (or
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tion) In tax treaty
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to
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request your TIN you
you must use the ruquasmr's form if ii
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contains me saving
ins the saving clause
clause and
and its
its excep tions.
exceptions.
substantialty
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srnm‘ar to Ihr‘s Form W-9.
Io this W—Q, 4.
d. The type
type and amount
amoum of
0i income
income that
that qualifies for tile
quafifics for Ihe
Foreign
Foreign person.
person. IfIlyuu
you areare aa foreign
foreign person,
person. use the
lhe exemption
exemption rrom
[rum tax
lax
appropriate Form W-8
appropriate W‘s (see Pub‘ 515,
[see Pub. 515. Withholding
Wilhhoiding of
0f Tax
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m1 5.
5. Sufficient
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facts to justify the
tojustify (he exemption from
tram tax
lax under
undet
Nonresident
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sand Foreign
Foreign Entities).
Entities) the
the terms of
of the
the treaty
treaty article.
anicle.
Cat
Cal. No.
No. 1023
1033”1X Fmm
Fulrn W-9
w-g (Rev.
"?W- 1-2003)
11003]

•o CONTACT
PRIMARY CONT ACT
Mailing Address:
I
Attention:
Attention: A4: NM! fig
ff/llf:/( 1411(/\(/e'_}(._
Wfl£/(
Telephone:
Telephone: 6<J8 ~W 3“3 erg
éC'i/g: (TX: .. 3:s o\~
33 0? "
Facsimile:
Facsimile:______________
mcid<~ '...k ~tfli'/qf '/ m”

‘
Emu:
E-mail Wank flewm ‘uk @JMM/fl
b_eY1n1
Preferred
Prefermd method
method of
of communication:
communication: ~Confidential Website Access
Wonfidenfial Website Accessl
1
0Rcgular
Uchnlar Mai
Ma:
0
D Jfthe
If the Primary Contact is to
Primary Contact be the
to be the only
1's recipient of
oniy recipient of all
all notices
notices and rcpo1is,
reports, please
please check
check the box at
the box at
the
the left
Iefl and do not
and do not repeat
repeat the
tho contact
contact information in response
information in response to
to the various questions
the various below.
questions below.
•o CONTACT
SECONDARY CONT ACT
Please list additional
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individual(s) who should
shouId receive
receive copies
copies of
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Attention: ______________
Telephone:._ _ _ _ _ _ _ _ _ _ _ _ __
Telephone:
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E-mail:
Email: _ _ _ _ _ __ _ _ _ _ _ _ __
Preferred
Preferred method
method of
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communication: Oconfidential
DConfldcntjal Website
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2.
2. Mailing
Mailing Address:
Address: _ _ _ __ _ _ _ _ __ Attention: _ _ _ _ _ _ _ _ _ __ _ __
Attention:
Telephone:
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Facsimile:
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E-mail:
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Preferred
Preferred method
method of
of communication:
communication: 0Confidential
DCunfidentiaI Website
Website Access 0Regular
Dchular Mail
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(Please
(Please use sheer. if
additional sheet,
use additional necessmy)
Ifnecessmy)
1 Please
L
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nole tl1at
et Jhclhac website is pussword
website is password protected.
protected If this option
lfthis option is scleclcd, we will
is selected, provide you
will provide with a
yun with to access
password lo
a password access chis websile.
this website.
INVE STOR PROFILE

INVESTOR

EXHIBIT A-4

PROSPECTIVE INVESTOR: _______________________
COPY NUMBER: _________________________________
PROSPECTIVE INVESTORS ELECTING NOT TO MAKE AN

INVESTMENT ARE REQUESTED TO RETURN ALL
OFFERING MATERIALS TO FUND II.
CONFIDENTIAL MEMORANDUM

FUND II, L.P.
February 1, 2011
Confidential
Do Not Copy or Circulate
D-1926711_2.DOC

CONFIDENTIAL MEMORANDUM
IMPORTANT NOTICES
THIS CONFIDENTIAL MEMORANDUM (THE “MEMORANDUM”) IS SUBMITTED IN

CONNECTION WITH AN OFFERING (THE “OFFERING”) OF LIMITED PARTNERSHIP INTERESTS
(“LIMITED PARTNER INTERESTS”) BY BP CAPITAL ENERGY EQUITY FUND INTERNATIONAL
II, L.P., A CAYMAN ISLANDS EXEMPTED LIMITED PARTNERSHIP (“FUND II”), AND MAY NOT
BE REPRODUCED OR USED FOR ANY OTHER PURPOSE. FUND II INVESTS SUBSTANTIALLY
ALL OF ITS ASSETS IN, AND CONDUCTS SUBSTANTIALLY ALL OF ITS INVESTMENT
ACTIVITIES THROUGH, BP CAPITAL ENERGY EQUITY FUND MASTER II, L.P., A CAYMAN
ISLANDS EXEMPTED LIMITED PARTNERSHIP (“MASTER FUND II”). ACCORDINGLY, AN
INVESTMENT IN FUND II IS AN INDIRECT INVESTMENT IN MASTER FUND II AND, EXCEPT AS
THE CONTEXT OTHERWISE REQUIRES, ANY REFERENCE HEREIN TO FUND II INCLUDES
MASTER FUND II.
IN EXAMINING THE OFFERING, INVESTORS MUST RELY ON THEIR OWN

INDEPENDENT EXAMINATION OF FUND II AND THE TERMS OF THE OFFERING, INCLUDING
THE MERITS AND RISKS INVOLVED. PROSPECTIVE INVESTORS AND THEIR PROFESSIONAL
ADVISORS ARE INVITED TO REQUEST ANY FURTHER INFORMATION RELATING TO FUND II
OR THE OFFERING THAT THEY MAY DESIRE BY CONTACTING BP CAPITAL MANAGEMENT
L.P., A DELAWARE LIMITED PARTNERSHIP AND GENERAL PARTNER OF FUND II (THE
“GENERAL PARTNER”). THE INFORMATION CONTAINED IN THIS MEMORANDUM
SUPERSEDES ALL PREVIOUS VERSIONS HEREOF AND ALL OTHER INFORMATION RELATING
TO THE OFFERING AND FUND II THAT PROSPECTIVE INVESTORS MAY HAVE RECEIVED
FROM FUND II, THE GENERAL PARTNER, TBP INVESTMENTS MANAGEMENT LLC, A
DELAWARE LIMITED LIABILITY COMPANY AND INVESTMENT MANAGER OF FUND II AND
MASTER FUND II (THE “MANAGER”), OR ANY OF THEIR RESPECTIVE AFFILIATES OR
AGENTS.
ANY PERSON WHO ACCEPTS DELIVERY OF THIS MEMORANDUM AGREES TO HOLD IT

IN CONFIDENCE. THIS MEMORANDUM IS FOR THE EXCLUSIVE USE OF THE INDIVIDUAL OR
ENTITY TO WHOM IT WAS DELIVERED BY FUND II, THE GENERAL PARTNER, THE MANAGER
OR THEIR AFFILIATES, AND, EXCEPT AS OTHERWISE PROVIDED HEREIN, IS NOT TO BE
SHOWN TO ANY PERSON OTHER THAN SUCH INDIVIDUAL’S OR ENTITY’S FINANCIAL OR
LEGAL ADVISORS, ADVISORY CLIENTS OR BENEFICIAL OWNERS. REPRODUCTION OR
DISTRIBUTION OF THIS MEMORANDUM, IN FULL OR IN PART, AND THE DISCLOSURE OF
ANY OF ITS CONTENTS IS PROHIBITED. ALL REFERENCES HEREIN TO “$” OR DOLLARS ARE
REFERENCES TO U.S. DOLLARS.
MASTER FUND II IS NOT REGULATED UNDER THE MUTUAL FUNDS LAW (2009
REVISION) OF THE CAYMAN ISLANDS.
THE AVAILABILITY OF EXEMPTIONS FROM APPLICABLE SECURITIES LAWS FOR THE

OFFERING OF LIMITED PARTNER INTERESTS DEPENDS IN PART ON THE QUALIFICATIONS
AND INVESTMENT INTENT OF THE INVESTOR. EACH INVESTOR GENERALLY IS REQUIRED
TO REPRESENT, AMONG OTHER THINGS, (I) THAT THE INVESTOR IS AN “ACCREDITED
INVESTOR” AS DEFINED IN RULE 501(A) OF REGULATION D UNDER THE SECURITIES ACT OF
BP CAPITAL ENERGY EQUITY FUND II, L.P. i CONFIDENTIAL

1933, AS AMENDED (THE “SECURITIES ACT”), (II) THAT THE INVESTOR IS EITHER (A) A
“QUALIFIED PURCHASER” AS DEFINED IN SECTION 2(A)(51)(A) OF THE INVESTMENT
COMPANY ACT OF 1940, AS AMENDED (THE “INVESTMENT COMPANY ACT”), OR (B) A
“KNOWLEDGEABLE EMPLOYEE” OF THE MANAGER AND FUND II, AS DEFINED IN RULE 3C-5
UNDER THE INVESTMENT COMPANY ACT, (III) THAT THE INVESTOR IS ABLE TO BEAR THE
ECONOMIC RISK OF THIS INVESTMENT FOR AN INDEFINITE PERIOD OF TIME AND (IV) THAT
THE INVESTOR IS ACQUIRING LIMITED PARTNER INTERESTS FOR ITS OWN ACCOUNT FOR
INVESTMENT PURPOSES ONLY AND NOT WITH A VIEW TO ANY RESALE OR DISTRIBUTION
OF THE LIMITED PARTNER INTERESTS. LIMITED PARTNER INTERESTS GENERALLY MAY
NOT BE PURCHASED BY PERSONS OR ENTITIES THAT ARE SUBJECT TO THE EMPLOYEE
RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED (“ERISA”), OR TAX-EXEMPT U.S.
INVESTORS. TO THE EXTENT PERMITTED BY APPLICABLE LAW, THE GENERAL PARTNER
MAY WAIVE OR MODIFY ANY OF THE FOREGOING ELIGIBILITY REQUIREMENTS.

COMMISSION (“CFTC”) IN CONNECTION WITH POOLS WHOSE PARTICIPANTS ARE
LIMITED TO QUALIFIED ELIGIBLE PERSONS, AN OFFERING MEMORANDUM FOR FUND II
IS NOT REQUIRED TO BE, AND HAS NOT BEEN, FILED WITH THE CFTC. THE CFTC DOES
NOT PASS UPON THE MERITS OF PARTICIPATING IN A POOL OR UPON THE ADEQUACY
OR ACCURACY OF AN OFFERING MEMORANDUM. CONSEQUENTLY, THE CFTC HAS NOT
REVIEWED OR APPROVED THIS OFFERING OR ANY OFFERING MEMORANDUM FOR THIS
POOL.
THE OFFERING OF LIMITED PARTNER INTERESTS IS INTENDED TO BE EXEMPT FROM

REGISTRATION UNDER THE SECURITIES ACT AND THE SECURITIES LAWS OF OTHER
APPLICABLE JURISDICTIONS. FUND II IS NOT REGISTERED AS AN INVESTMENT COMPANY
UNDER THE INVESTMENT COMPANY ACT, PURSUANT TO AN EXCLUSION PROVIDED FROM
THAT DEFINITION THEREUNDER.
THIS MEMORANDUM DOES NOT CONSTITUTE AN OFFER TO SELL OR A SOLICITATION

OF AN OFFER TO BUY, NOR SHALL THERE BE ANY OFFER TO OR SALE OF, LIMITED PARTNER
INTERESTS IN ANY JURISDICTION IN WHICH SUCH OFFER, SOLICITATION OR SALE IS NOT
AUTHORIZED OR TO ANY PERSON TO WHOM IT IS UNLAWFUL TO MAKE SUCH OFFER,
SOLICITATION OR SALE. THIS MEMORANDUM IS NOT A PROSPECTUS OR AN
ADVERTISEMENT, AND THE OFFERING IS NOT BEING MADE TO THE GENERAL PUBLIC.
LIMITED PARTNER INTERESTS ARE SPECULATIVE SECURITIES, AND THIS OFFERING

INVOLVES SUBSTANTIAL RISKS AND CERTAIN MATERIAL CONFLICTS OF INTEREST (SEE
“RISK FACTORS” AND “CONFLICTS OF INTEREST”) AND SHOULD BE CONSIDERED ONLY BY
THOSE PERSONS WHO CAN AFFORD THE RISK OF LOSS OF THEIR ENTIRE INVESTMENT.
THE ONLY DISCLOSURES THAT HAVE BEEN APPROVED BY FUND II, THE MANAGER
OR THE GENERAL PARTNER OR FOR WHICH ANY OF THEM ACCEPTS ANY RESPONSIBILITY,
ARE THOSE SET FORTH IN THIS MEMORANDUM, THE AMENDED AND RESTATED
AGREEMENT OF LIMITED PARTNERSHIP OF BP CAPITAL ENERGY EQUITY FUND II, L.P. (AS
AMENDED, THE “PARTNERSHIP AGREEMENT”), AND THE AMENDED AND RESTATED
AGREEMENT OF EXEMPTED LIMITED PARTNERSHIP OF BP CAPITAL ENERGY EQUITY FUND
MASTER II, L.P. (AS AMENDED, THE “MASTER FUND PARTNERSHIP AGREEMENT” AND,
TOGETHER WITH THE PARTNERSHIP AGREEMENT, THE “FUND AGREEMENTS”), THE
SUBSCRIPTION DOCUMENTS (AS DEFINED HEREIN), AND ANY OFFICIAL WRITTEN
SUPPLEMENT TO THIS MEMORANDUM APPROVED BY THE GENERAL PARTNER
BP CAPITAL ENERGY EQUITY FUND II, L.P. ii CONFIDENTIAL

(COLLECTIVELY, THE “OFFERING DOCUMENTS”). NO PERSON HAS BEEN AUTHORIZED TO
GIVE ANY INFORMATION OR TO MAKE ANY STATEMENTS OR REPRESENTATIONS (WRITTEN
OR ORAL) THAT ARE INCONSISTENT WITH THE RISK DISCLOSURES AND OTHER
STATEMENTS MADE IN THE OFFERING DOCUMENTS. PROSPECTIVE INVESTORS ARE
CAUTIONED AGAINST RELYING ON INFORMATION OR REPRESENTATIONS FROM ANY
OTHER SOURCE.
THE MANAGER PROVIDES ADVICE TO FUND II AND MASTER FUND II AND NOT TO
INDIVIDUAL INVESTORS IN FUND II, AND NO INVESTOR OR PROSPECTIVE INVESTOR
SHOULD LOOK TO THE MANAGER FOR ADVICE REGARDING ANY OF ITS OWN INVESTMENT
DECISIONS, INCLUDING THE DECISION OF WHETHER OR NOT TO SUBSCRIBE FOR LIMITED
PARTNER INTERESTS. NONE OF FUND II, THE GENERAL PARTNER OR THE MANAGER IS
MAKING ANY RECOMMENDATION TO PROSPECTIVE INVESTORS REGARDING THE
OFFERING. PROSPECTIVE INVESTORS ARE NOT TO CONSTRUE THIS MEMORANDUM AS
INVESTMENT, LEGAL, OR TAX ADVICE. PRIOR TO ACQUIRING A LIMITED PARTNER
INTEREST, EACH PROSPECTIVE INVESTOR SHOULD CONSULT WITH ITS OWN LEGAL,
INVESTMENT, TAX, ACCOUNTING, AND OTHER ADVISORS TO DETERMINE THE POTENTIAL
BENEFITS, BURDENS AND OTHER CONSEQUENCES OF SUCH INVESTMENT.
CERTAIN DOCUMENTS RELATING TO FUND II ARE COMPLEX OR TECHNICAL IN

NATURE, AND PROSPECTIVE INVESTORS MAY REQUIRE THE ASSISTANCE OF LEGAL
COUNSEL TO PROPERLY ASSESS THE IMPLICATIONS OF THE OFFERING AND THE TERMS
AND CONDITIONS THEREOF. LEGAL COUNSEL TO FUND II, THE GENERAL PARTNER AND
THE MANAGER (AND THEIR RESPECTIVE AFFILIATES) REPRESENT THE INTERESTS SOLELY
OF FUND II, THE GENERAL PARTNER AND THE MANAGER (AND THEIR RESPECTIVE
AFFILIATES), AS APPLICABLE. NO LEGAL COUNSEL HAS BEEN OR WILL BE ENGAGED BY
FUND II, THE GENERAL PARTNER OR THE MANAGER TO REPRESENT THE INTERESTS OF
PROSPECTIVE INVESTORS. EACH PROSPECTIVE INVESTOR IS URGED TO ENGAGE AND
CONSULT WITH ITS OWN LEGAL COUNSEL IN REVIEWING THE OFFERING DOCUMENTS.
THIS MEMORANDUM IS CURRENT ONLY AS OF THE DATE SET FORTH ON THE COVER
PAGE HERETO. NOTHING CONTAINED HEREIN IS, OR SHOULD BE RELIED UPON AS, A
PROMISE OR REPRESENTATION AS TO THE FUTURE PERFORMANCE OF FUND II. ANY
STATEMENTS, ESTIMATES AND PROJECTIONS WITH RESPECT TO FUTURE PERFORMANCE OF
FUND II SET FORTH IN THIS MEMORANDUM ARE BASED UPON ASSUMPTIONS MADE BY THE
GENERAL PARTNER AND/OR THE MANAGER (OR THEIR AFFILIATES), WHICH MAY OR MAY
NOT PROVE TO BE CORRECT. NO REPRESENTATION IS MADE AS TO THE ACCURACY OF
SUCH STATEMENTS, ESTIMATES AND PROJECTIONS. THE INVESTMENT PROGRAM OF FUND
II INVOLVES A SUBSTANTIAL DEGREE OF RISK, INCLUDING THE RISK OF COMPLETE LOSS.
NOTHING IN THIS MEMORANDUM IS INTENDED TO IMPLY, AND NO ONE IS OR WILL BE
AUTHORIZED TO REPRESENT, THAT THE INVESTMENT PROGRAM OF FUND II OR AN
INVESTMENT IN LIMITED PARTNER INTERESTS IS LOW RISK OR RISK FREE.
CERTAIN OF THE FACTUAL STATEMENTS SET FORTH IN THIS MEMORANDUM ARE

BASED UPON INFORMATION FROM VARIOUS SOURCES BELIEVED BY THE GENERAL
PARTNER TO BE RELIABLE. THE GENERAL PARTNER AND THE MANAGER HAVE NOT
INDEPENDENTLY VERIFIED ANY SUCH INFORMATION AND THEY SHALL NOT HAVE ANY
LIABILITY ASSOCIATED WITH THE INACCURACY OR INADEQUACY THEREOF.
EACH INVESTOR THAT ACQUIRES A LIMITED PARTNER INTEREST WILL BECOME

SUBJECT TO THE TERMS AND PROVISIONS OF THE FUND AGREEMENTS. IN THE EVENT ANY
BP CAPITAL ENERGY EQUITY FUND II, L.P. iii CONFIDENTIAL

TERMS OR PROVISIONS OF SUCH FUND AGREEMENTS CONFLICT WITH THE INFORMATION
CONTAINED IN THIS MEMORANDUM, SUCH FUND AGREEMENTS SHALL CONTROL.
NOTWITHSTANDING ANYTHING TO THE CONTRARY HEREIN, EACH PROSPECTIVE

INVESTOR (AND EACH EMPLOYEE, REPRESENTATIVE, OR OTHER AGENT OF SUCH
INVESTOR) MAY DISCLOSE TO ANY AND ALL PERSONS, WITHOUT LIMITATION OF ANY
KIND, THE TAX STRUCTURE AND TAX TREATMENT OF FUND II AND ANY OF ITS
TRANSACTIONS, AND ALL MATERIALS OF ANY KIND (INCLUDING OPINIONS OR OTHER TAX
ANALYSES) THAT ARE PROVIDED TO THE INVESTOR RELATING TO SUCH TAX STRUCTURE
AND TAX TREATMENT.
NOTICE TO ALL PROSPECTIVE INVESTORS:
IN MAKING ANY INVESTMENT DECISION, INVESTORS MUST RELY ON THEIR OWN

INDEPENDENT EXAMINATION OF FUND II AND THE TERMS OF THE OFFERING, INCLUDING
THE MERITS AND RISKS INVOLVED. LIMITED PARTNER INTERESTS HAVE NOT BEEN
RECOMMENDED BY ANY SECURITIES COMMISSION OR OTHER REGULATORY AUTHORITY.
FURTHERMORE, THE FOREGOING AUTHORITIES HAVE NOT CONFIRMED THE ACCURACY OR
DETERMINED THE ADEQUACY OF THIS MEMORANDUM. ANY REPRESENTATION TO THE
CONTRARY IS A CRIMINAL OFFENSE.
LIMITED PARTNER INTERESTS ARE SUBJECT TO RESTRICTIONS ON

TRANSFERABILITY AND RESALE AND MAY NOT BE SOLD, PLEDGED OR OTHERWISE
TRANSFERRED EXCEPT AS PERMITTED UNDER THE SECURITIES ACT AND THE SECURITIES
LAWS OF OTHER APPLICABLE JURISDICTIONS AND EXCEPT IN ACCORDANCE WITH THE
REQUIREMENTS AND CONDITIONS SET FORTH IN THE PARTNERSHIP AGREEMENT,
INCLUDING THE PRIOR WRITTEN CONSENT OF THE GENERAL PARTNER, WHICH MAY BE
WITHHELD BY THE GENERAL PARTNER. INVESTORS SHOULD BE AWARE THAT THEY WILL
BE REQUIRED TO BEAR THE FINANCIAL RISKS OF AN INVESTMENT IN FUND II FOR AN
INDEFINITE PERIOD OF TIME.
CIRCULAR 230 NOTICE. IN ORDER FOR FUND II TO COMPLY WITH U.S. TREASURY
DEPARTMENT CIRCULAR 230, UNLESS EXPRESSLY STATED OTHERWISE, ANY U.S.
FEDERAL TAX ADVICE THAT MAY BE CONTAINED IN THIS MEMORANDUM, INCLUDING
ANY APPENDICES HERETO, IS NOT INTENDED OR WRITTEN TO BE USED, AND CANNOT
BE USED, BY ANY PERSON FOR THE PURPOSE OF AVOIDING ANY TAX PENALTIES THAT
MAY BE IMPOSED BY THE INTERNAL REVENUE SERVICE OR ANY OTHER U.S. FEDERAL
TAXING AUTHORITY OR AGENCY. ANY ADVICE CONTAINED WITHIN THIS
MEMORANDUM WAS WRITTEN TO SUPPORT THE PROMOTION OR MARKETING OF THE
OFFERING AND/OR OTHER MATTERS ADDRESSED IN THIS MEMORANDUM. ANY
TAXPAYER CONSIDERING PARTICIPATION IN THE OFFERING SHOULD SEEK ADVICE
FROM AN INDEPENDENT TAX ADVISOR BASED ON THE TAXPAYER’S PARTICULAR
CIRCUMSTANCES.
____________________
BP CAPITAL ENERGY EQUITY FUND II, L.P. iv CONFIDENTIAL

SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS
Certain statements included in this Memorandum constitute “forward-looking statements” and are
subject to a number of significant risks and uncertainties. Any such forward-looking statements contained
herein should not be relied upon as predictions of future events. Some of these forward-looking statements
can be identified by the use of forward-looking terminology such as “believes,” “expects,” “may,” “will,”
“should,” “seeks,” “approximately,” “intends,” “plans,” “estimates,” or “anticipates” or the negative thereof
or other variations thereof or comparable terminology, or by discussions of strategy, plans, intentions, or
unrealized investment results. Such forward-looking statements are subject to numerous risks and are
necessarily dependent on assumptions, data, or methods that may be incorrect or imprecise and may not be
realized. In that regard, the matters discussed in this Memorandum or other factors could cause actual results
and other matters to differ materially from those in such forward-looking statements. As a result of the
foregoing, no assurances can be or are given as to future results of operations or financial condition of Fund
II.
____________________
BP CAPITAL ENERGY EQUITY FUND II, L.P. v CONFIDENTIAL

TABLE OF CONTENTS
SUMMARY OF PRINCIPAL TERMS .................................................................................................... 1
ELIGIBILITY REQUIREMENTS ......................................................................................................... 12
RISK FACTORS....................................................................................................................................... 17
BUSINESS ................................................................................................................................................. 26
MANAGEMENT ...................................................................................................................................... 29
CONFLICTS OF INTEREST.................................................................................................................. 36
TAXATION ............................................................................................................................................... 39
CERTAIN REGULATORY MATTERS ................................................................................................ 41
PRIVACY POLICY.................................................................................................................................. 42
ACCOUNTING AND REPORTING ...................................................................................................... 43
ANTI-MONEY LAUNDERING COMPLIANCE ................................................................................. 44
GENERAL INFORMATION .................................................................................................................. 46
APPENDIX I AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP

OF BP CAPITAL ENERGY EQUITY FUND II, L.P.
APPENDIX II AMENDED AND RESTATED AGREEMENT OF EXEMPTED LIMITED

PARTNERSHIP OF BP CAPITAL ENERGY EQUITY FUND MASTER II,
L.P.
APPENDIX III SUMMARY FINANCIAL INFORMATION (TO BE PROVIDED

SEPARATELY)
APPENDIX IV SUBSCRIPTION DOCUMENTS (TO BE PROVIDED SEPARATELY)
BP CAPITAL ENERGY EQUITY FUND II, L.P. vi CONFIDENTIAL

•o AUTHORIZED SIGNATORIES
Set
Set forth
forth below are the names and signatures
are the signatures of the persons
0f the persons authorized
authorized byby the
the Investor
Investor to give and receive
t0 give receive
instructions
instructions with
with respect to any
respect t0 any withdrawal by or
withdrawal by or distribution
distribution to the Investor
t0 the from the
Investor from the Fund.
Fund. Such persons
persons
are
are the
the only persons authorized
only persons authorized until farther written
until further written notice to the
notice to the General
General Partner signed by
Partner signed one or
by one or more
of
of such persons: (Please
such persons: (Please attach
attach additional pages
additionalpages if needed)
Ifneeded)
Names 4 Spmple Signatufis /
MARK ('v ct
E HE/ch/C
E f/V/Mig gjflwfl
INVESTOR PROFILE

U.S. and U.S. tax-exempt investors may participate in an
investment program substantially similar to that of Fund II
(“Offshore Fund II”). Offshore Fund II also invests substantially
all of its assets in Master Fund II.
In addition to Fund II and Offshore Fund II, the Manager also

serves as investment manager to various other clients, including
private investment funds and separately managed accounts, which
may utilize the same or similar investment strategies and may
invest in the same or similar investment products. See
“Management.”
Investment Strategy Fund II’s principal objective is to achieve capital appreciation

through investments in securities, futures contracts and other
financial instruments indirectly through Master Fund II. The
Manager currently allocates approximately ninety percent (90%) of
Fund II’s capital to the equity markets in stocks of companies
engaged in the energy, natural resources and energy-dependent
industries, and approximately ten percent (10%) of Fund II’s assets
to energy-related commodity futures contracts. Fund II employs an
investment strategy based on diversification within the energy
sector, managed market exposure achieved by a long-short equity
structure and energy commodity risk through the ten percent (10%)
allocation described above. Since commodity futures contracts
generally are traded on margin, the ten percent (10%) allocation
referred to above represents only the portion of Fund II’s assets
allocated to initial margin payments required to be deposited with
broker(s) to establish such positions. Fund II may lose more than
its initial margin deposit on a trade. Fund II uses leverage in
connection with its equity investments and utilizes the inherent
leverage in its futures positions. See “Risk Factors—Use of
Leverage”; “Risk Factors—Futures Contracts; Margin Risks”; and
“Risk Factors—Concentration.”
See “Business” for a more detailed description of Fund II’s

investment strategy.
There can be no assurance that Fund II will be able to achieve

its investment objective or that Fund II will be profitable. An
investment in Fund II involves a significant degree of risk. See
“Risk Factors.”
Capital Contributions Fund II is currently seeking capital contributions (“Capital

Contributions”) from eligible limited partners in Fund II (“Limited
Partners”) in connection with a continuous offering of its limited
partner interests (“Limited Partner Interests”). There is currently
no minimum or maximum size of Fund II. The minimum initial
Capital Contribution for a Limited Partner is $1.0 million, although
Capital Contributions of lesser amounts may be accepted in the
sole discretion of the General Partner (subject to applicable legal
BP CAPITAL ENERGY EQUITY FUND II, L.P. 2 CONFIDENTIAL

and regulatory requirements). The General Partner and the Limited
Partners are collectively referred to herein as the “Partners.”
Subscription Acceptances Fund II conducted its initial closing on February 1, 2005. Since its
initial closing, Fund II has conducted, and is currently conducting,
a continuous offering of Limited Partner Interests and the General
Partner may admit new Limited Partners or accept additional
Capital Contributions from existing Limited Partners at closings
held as of the first day of each month, or on such other days
determined by the General Partner in its discretion.
Each prospective investor is required to contribute the full amount

of its Capital Contribution by fed wire transfer of immediately
available funds to an account of Fund II no later than one business
day prior to the applicable closing date. In consideration of its
Capital Contribution, a Limited Partner will receive on the
applicable closing date a Limited Partner Interest representing its
ownership interest in Fund II at such time. The General Partner
may accept or reject Capital Contributions in its sole discretion.
See “Eligibility Requirements.”
Separate Accounts The Master Fund Partnership Agreement includes a provision

under which Fund II and Master Fund II treat all or any portion of
Fund II’s limited partner interest in Master Fund II as a separate
partnership interest (each such portion being a “Separate Account”)
for purposes of computing the Performance Allocation (as defined
below) and management fee and distributions attributable to each
such Separate Account. The Master Fund Partnership Agreement
contains a further provision under which Master Fund II maintains
a Separate Account that relates to each identified Limited Partner
in Fund II and each separate investment made by that Limited
Partner in Fund II in order to pass-through from Fund II to each
Limited Partner the Performance Allocation, management fee and
distributions associated with that Limited Partner’s indirect
investment in Master Fund II as if the Limited Partner had made a
direct investment in Master Fund II. Correspondingly, Fund II also
maintains a separate account for each Limited Partner and each
separate investment made by that Limited Partner in order to pass-
through from Fund II to each Limited Partner, the Performance
Allocation, management fee and distributions associated with that
Limited Partner’s indirect investment in Master Fund II as if the
Limited Partner had made a direct investment in Master Fund II.
Any such Separate Accounts are maintained as determined
necessary or advisable by the General Partner.
Management Fee Under the terms of the Master Fund Partnership Agreement, Master
Fund II pays to the General Partner, each calendar month in
advance, a management fee equal to one-twelfth (1/12) of 1.75%
(1.75% per annum) of Fund II’s aggregate capital account balance
in Master Fund II, as tracked in its Separate Account. As stated

above, a Separate Account relating to each Limited Partner is
maintained in order to pass through from Fund II to each Limited
Partner the management fee associated with such Limited Partner’s
indirect interest in Master Fund II. The management fee is
prorated with respect to any Capital Contribution that is effective
other than as of the first business day of a calendar month or any
withdrawal that is effective other than as of the last business day of
a calendar quarter.
The General Partner may waive, reduce or alter the management

fee with respect to any Limited Partner with the agreement of that
Limited Partner. In addition, the General Partner may assign its
right to receive the management fee, or any portion thereof, to any
person.
Performance Allocation Pursuant to the Master Fund Partnership Agreement, a performance

allocation (“Performance Allocation”) is re-allocated from Fund
II’s capital account in Master Fund II (as tracked in its Separate
Account) to the capital account in Master Fund II of BP Capital
SLP, L.P., a Delaware limited partnership and affiliate of the
General Partner and the Manager (the “Special Limited Partner”).
As stated above, a Separate Account relating to each Limited
Partner is maintained in order to pass through from Fund II to each
Limited Partner the Performance Allocation associated with each
Limited Partner’s indirect interest in Master Fund II.
While the Fund Agreements have provided for a higher

Performance Allocation in the past, the Performance Allocation is
currently equal to twenty percent (20%) of each Limited Partner’s
allocable share of net profits in Master Fund II, as tracked in its
Separate Account, for the applicable fiscal year for all Limited
Partners, subject to certain limitations set forth in the Master Fund
Partnership Agreement (as described, in part, below).
The Performance Allocation is subject to a “high water mark”

limitation. As a result, after the first year in which a Performance
Allocation is earned, the Performance Allocation for subsequent
years applies only to the extent that a Limited Partner’s pro rata
share of net profits in Master Fund II, as tracked in its Separate
Account and measured on a cumulative basis, for all years since
admission exceeds the highest level of such cumulative net profits
achieved through the close of any prior year since admission. If a
Limited Partner makes a withdrawal at a time when its capital
account balance is below its historic “high water mark,” the level is
ratably reduced to reflect such withdrawal.
In the event of a complete or partial withdrawal by a Limited

Partner from Fund II, the Performance Allocation is calculated
through the withdrawal date. In addition, the Performance
Allocation will be calculated and charged upon liquidation of Fund

II and/or Master Fund II.
The Special Limited Partner, with respect to any or all of its rights
to receive the Performance Allocation, may assign those rights to
any other person, and/or may waive or alter those rights with
respect to any Limited Partner.
Withdrawals Subject to the terms and conditions set forth in the Partnership
Agreement, each Limited Partner that has held its Limited Partner
Interest for at least six (6) months (the “Initial Lock-Up Period”)
generally is permitted to request a complete or partial withdrawal
of amounts from its capital account balance as of the close of
business on the last day of each calendar quarter thereafter;
provided, however, if for any calendar quarter Limited Partners
submit effective withdrawal notices requesting withdrawals that
exceed, in an aggregate amount, twenty-five percent (25%) of Fund
II’s Net Asset Value, then all such requests are adjusted downward
proportionately so that the aggregate amount of such requested
withdrawals equals an amount equal to twenty-five percent (25%)
of Fund II’s Net Asset Value or such greater amount if the General
Partner so determines (such restriction being referred to herein as
the “Withdrawal Gate”). Within thirty (30) days of the due date for
withdrawal notices, the General Partner makes such calculations
and advises all Limited Partners who requested withdrawals of the
amount of their permitted withdrawal. Notwithstanding the
foregoing, the General Partner may waive the Withdrawal Gate at
any time.
Notice of any withdrawal generally must be given in writing at

least ninety (90) days prior to the proposed withdrawal date. The
General Partner may, in its sole discretion, waive such notice
requirements. Partial withdrawals are generally permitted subject to
a requirement that Limited Partners maintain a capital account
balance equal to at least $1.0 million, although lower capital
account balances may be permitted by the General Partner in its
sole discretion.
At least ninety percent (90%) of the estimated amount due a

withdrawing Limited Partner generally is settled in cash or, subject
to the sole discretion of the General Partner, wholly or partially
with securities or other assets of Fund II whether readily or not
readily marketable within ten (10) business days after the
applicable withdrawal date; provided that the General Partner may
delay any such payment if such delay is reasonably necessary to
prevent such withdrawal from having a material adverse effect on
Fund II. Any remaining balance is settled promptly following
completion of the audit of Fund II’s financial statements for the
applicable year.
No withdrawal fee generally is payable upon withdrawal by a

Limited Partner of amounts from its capital account. However, for
the benefit of Fund II, the General Partner may withhold from any
distribution to a withdrawing Limited Partner an amount
representing the actual third-party costs incurred by Fund II with
respect to such withdrawal.
Any prior notice period for a withdrawal may be waived by the

General Partner. In addition, the General Partner may permit a
Limited Partner to withdraw at the end of any calendar month,
rather than at the end of any calendar quarter, and if so permitted,
the Withdrawal Gate is calculated at the end of the appropriate
calendar month, rather than at the end of a calendar quarter.
Notwithstanding the foregoing, the General Partner, the Special

Limited Partner, and any Limited Partner that is an affiliate of the
General Partner are permitted to make cash withdrawals from their
capital accounts at any time that the Limited Partners are permitted
to do so without notice to the Limited Partners.
Compulsory Withdrawals The General Partner reserves the right, in its sole discretion, to
require the complete (but not partial) withdrawal of any Limited
Partner as of the end of an accounting period on not less than thirty
(30) days’ notice. Settlements generally are made in the same
manner as voluntary withdrawals.
Distributions Subject to the withdrawal rights described herein, the earnings of

Fund II are normally reinvested, and Fund II does not ordinarily
make distributions to its Partners. Except in connection with the
liquidation of Fund II, the timing, amount and type of any
distributions made to the Partners are determined by the General
Partner.
Tax Allocations Fund II operates as a partnership and not as an association or a

publicly traded partnership taxable as a corporation for U.S. federal
tax purposes. Master Fund II also operates as a partnership for
U.S. federal tax purposes. Accordingly, neither Fund II nor Master
Fund II generally should be subject to U.S. federal income tax, and
each Limited Partner is required to report on its own annual tax
return such Limited Partner’s distributive share of Fund II’s taxable
income or loss. Limited Partners are encouraged to consult their
advisors concerning the U.S. federal, state, local and non-U.S. tax
consequences of an investment in Fund II. See “Taxation.”
Net Asset Value The “Net Asset Value” of Fund II is the amount by which the value
of Fund II’s assets, including the value of its interest as a limited
partner in Master Fund II, exceeds the amount of its liabilities, as
determined by the General Partner.
Prospective investors should be aware that situations involving

uncertainties as to the valuation of Fund II’s investments could

have a material adverse effect on Fund II’s Net Asset Value if the
judgment of the General Partner regarding appropriate valuations
should prove to be incorrect. The General Partner’s Net Asset
Value determinations generally are conclusive and binding on all
Partners.
Appropriate reserves may be accrued and charged against Net

Asset Value, with such reserves to be in the amounts (subject to
increase or reduction) that the General Partner in its sole discretion
deems necessary or appropriate.
Expenses Fund II, directly or indirectly through Master Fund II, pays all
costs and expenses relating to Fund II’s activities, including the
legal, auditing and accounting expenses (including the maintenance
of books and records), costs related to the review of subscription
materials and compliance with federal and state securities laws
relating to the Offering and sale of Limited Partner Interests, costs
for the preparation of Fund II’s financial statements, tax returns,
and IRS Forms K-1, expenses of the meetings of the Limited
Partners, if any, and other expenses associated with the acquisition,
holding and disposition of investments, as well as extraordinary
expenses, such as litigation.
The General Partner generally bears all marketing expenses

relating to Fund II, including printing costs and travel costs. The
General Partner also pays all of its own overhead costs, including
salaries, office rent and supplies.
Limitation of Liability; To the fullest extent permitted by law, neither the General Partner,
Indemnification affiliates of the General Partner (including the Manager), nor their
respective partners, members, officers, employees, directors,
managers, owners and agents will be liable to Fund II or any
Limited Partner for (i) any act or omission taken or suffered by the
General Partner in connection with the conduct of the affairs of
Fund II that is reasonably believed by the General Partner to be in
or not opposed to the best interests of Fund II, unless such act or
omission resulted from bad faith, willful misconduct or gross
negligence by the General Partner; (ii) any action or omission taken
or suffered by any other Partner; or (iii) any mistake, act of
negligence, dishonesty or bad faith of any broker or other agent of
Fund II selected and monitored by the General Partner with
reasonable care.
To the fullest extent permitted by applicable law, Fund II is

required to indemnify and hold harmless each of the General
Partner, affiliates of the General Partner (excluding any related
fund), and their respective partners, members, officers, employees,
directors, managers, owners and agents (collectively, the
“Indemnified Parties”) from and against any and all claims,
liabilities, damages, losses, costs and expenses (including amounts

paid in satisfaction of judgments, in compromises and settlements,
as fines and penalties and legal or other costs and reasonable
expenses of investigating or defending against any claim or alleged
claim) of any nature whatsoever, known or unknown, liquidated or
unliquidated, that are incurred by any Indemnified Party and arise
out of or in connection with the affairs of Fund II, including acting
as a director of a company any securities of which Fund II owns or
has owned (but only after first taking up the indemnification with
such company and then only to the extent that full indemnification
is not provided by such company) or the performance by such
Indemnified Party of any of the General Partner’s responsibilities
hereunder; provided, however, an Indemnified Party will be
entitled to indemnification only to the extent that such Indemnified
Party acted in good faith and in a manner such Indemnified Party
reasonably believed to be in or not opposed to the best interests of
Fund II and, with respect to any criminal action or proceeding, had
no reasonable cause to believe his or its conduct was unlawful, and
such Indemnified Party’s conduct did not constitute fraud, bad
faith, willful misconduct, gross negligence, reckless disregard of
fiduciary duty or willful and material breach of Partnership
Agreement.
The foregoing limitations on liability and indemnification

provisions do not relieve an Indemnified Party of any liability
to the extent that such liability may not be waived, modified or
limited under applicable law (including liability under various
federal securities laws which, under certain circumstances,
impose liability even upon persons acting in good faith). See
“Risk Factors.”
Transfers A Limited Partner generally may not assign, sell, transfer, pledge,
hypothecate or otherwise dispose of any of its Limited Partner
Interest except in the limited instances set forth in the Partnership
Agreement.
Amendments The Partnership Agreement may not be amended, altered or

modified except with the affirmative approval of the Limited
Partners holding more than fifty percent (50%) of the Limited
Partner Interests then entitled to vote; provided that the General
Partner may amend any provision of the Partnership Agreement to
cure any ambiguity or correct or supplement any provision of the
Partnership Agreement that may be incomplete or inconsistent with
any other provision therein.
Periodic Reports to Limited Partners Fund II provides to Limited Partners periodic account statements,
annual audited financial statements and annual U.S. income tax
information. See “Accounting and Reporting.”
Fiscal Periods Fund II’s fiscal year end is December 31. Fund II’s fiscal quarter
ends are March 31, June 30, September 30, and December 31. See

“Accounting and Reporting.”
Certain ERISA Matters Generally, prospective investors subject to the Employee

Retirement Income Security Act of 1974, as amended (“ERISA”),
or otherwise described in Section 4975 of the Internal Revenue
Code of 1986, as amended (the “Code”), and other tax-exempt U.S.
investors, should not invest in Fund II, either directly or indirectly.
Any such prospective investors desiring to participate in the
investment strategies offered through Fund II should invest, if at
all, in Offshore Fund II.
Eligibility Requirements To subscribe for a Limited Partner Interest, each prospective

investor generally must represent that it is, among other things, (a)
a “U.S. Person,” as such term is defined in Rule 902(k) of
Regulation S under the Securities Act of 1933, as amended (the
“Securities Act”), (b) an “accredited investor,” as such term is
defined in Rule 501(a) of Regulation D under the Securities Act,
and (b) either (i) a “qualified purchaser,” as such term is defined in
Section 2(a)(51)(A) of the Investment Company Act of 1940, as
amended (the “Investment Company Act”), or (ii) a
“knowledgeable employee” of the Manager and Fund II, as such
term is defined in Rule 3c-5 under the Investment Company Act.
In addition, Limited Partner Interests generally may not be
purchased by persons or entities that are subject to ERISA or other
tax-exempt U.S. investors. ERISA and tax-exempt U.S.
prospective investors generally should invest, if at all, through
Offshore Fund II. Each prospective investor must complete and
return to Fund II various subscription documents, which are
designed to provide Fund II, the General Partner and their
respective affiliates and agents with important information about
each prospective investor. An investment in Fund II is appropriate
only for sophisticated Limited Partners who fully understand, are
willing to assume, and have the financial resources to withstand,
the risks involved in Fund II’s specialized investment program and
bear the potential loss of their entire investment in Fund II. See
“Eligibility Requirements” and “Risk Factors.”
To comply with applicable anti-money laundering regulations, the

General Partner, the Manager or their respective affiliates or agents
may require additional information as necessary and as provided in
the subscription documents.
Notwithstanding the foregoing, the General Partner may decline to

admit any prospective investor or reject all or any portion of any
Capital Contribution in its discretion. Subject to applicable legal
requirements, the General Partner may waive or modify any
provisions of the subscription documents or any of the foregoing
eligibility requirements in any particular case.
Legal Matters Limited Partner Interests are not, and are not expected to be,

registered under the Securities Act, or the securities laws of any
country or state or other jurisdiction and must be acquired solely
for investment purposes and without any view to a distribution
thereof in violation of such laws.
Fund II is not registered as an “investment company” under the

Investment Company Act, or under the laws of any other
jurisdiction. Fund II relies on the exclusion from the definition of
investment company provided by Section 3(c)(7) of the Investment
Company Act, which permits private investment funds to offer and
sell their interests, on a private placement basis, to an unlimited
number of “qualified purchasers,” as such term is defined in
Section 2(a)(51)(A) of the Investment Company Act. Accordingly,
the provisions of the Investment Company Act and such other
laws, which provide certain regulatory safeguards to investors in
registered investment companies, generally are not applicable to
Fund II or the Limited Partners.
The Manager is currently registered as an investment adviser with

the U.S. Securities and Exchange Commission under the
Investment Advisers Act of 1940, as amended.
Pursuant to an exemption provided under Commodity Futures

Trading Commission (“CFTC”) Rule 4.7 in connection with
commodity pools whose participants are limited to “qualified
eligible participants,” this Memorandum is not required to be, and
has not been, filed with the CFTC and the Manager is not required
to comply with certain disclosure and reporting requirements
otherwise applicable to registered commodity pool operators and
commodity trading advisors. See “Certain Regulatory Matters.”
Master Fund II is not regulated as a mutual fund under the Mutual

Funds Law.
Accountants Rothstein Kass & Company, P.C.
Prime Broker(s) BNP Paribas Prime Brokerage, Inc.
and
UBS Prime Brokerage Services LLC
Legal Counsel The General Partner has engaged Haynes and Boone, LLP as
counsel to Fund II, the General Partner, the Manager and certain of
their respective affiliates as to matters of Texas and U.S. law. See
“General Information—Legal Counsel.”
Conflicts of Interest Various actual and potential conflicts of interest exist among the
General Partner, the Manager, their principals, employees, agents
and each of their respective affiliates and Fund II. See “Conflicts

of Interest” and “Risk Factors.”
Risk Factors THERE CAN BE NO ASSURANCE THAT FUND II WILL

ACHIEVE ITS INVESTMENT OBJECTIVES. FUND II’S
INVESTMENT PROGRAM INVOLVES A SUBSTANTIAL
DEGREE OF RISK, INCLUDING THE RISK OF
COMPLETE LOSS. NOTHING IN THIS MEMORANDUM
IS INTENDED TO IMPLY, AND NO ONE IS OR WILL BE
AUTHORIZED TO REPRESENT, THAT FUND II’S
INVESTMENT PROGRAM IS LOW RISK OR RISK FREE.
SEE “RISK FACTORS.”

ELIGIBILITY REQUIREMENTS
Limited Partner Interests are not registered under the Securities Act of 1933, as amended (the
“Securities Act”), or under the securities laws of any other applicable jurisdiction in reliance upon exemptions
contained in the Securities Act and in such other securities laws for transactions not involving a public
offering. Fund II is not registered as an investment company under the Investment Company Act of 1940, as
amended (the “Investment Company Act”), pursuant to an exclusion provided from that definition by Section
3(c)(7) thereof. Accordingly, offers and sales of Limited Partner Interests will be made only to prospective
investors who satisfy, among other things, the following eligibility requirements:
1. On the basis of its financial situation and needs, the investor must confirm and represent that
it has the ability to bear the economic risks of the investment in Fund II, including the risk of loss of the
investor’s entire investment;
2. The investor must confirm and represent that the investor, either alone or with its personal
representative(s), is sophisticated and has sufficient knowledge and experience in financial, business and
investment matters so that it is or they are capable of evaluating the merits and risks of the prospective
investment;
3. The investor must confirm and represent that the Limited Partner Interest is being acquired
for investment purposes and not with a view to distribution or resale;
4. The investor must confirm and represent that it is a “U.S. Person” as such term is defined in
Rule 902(k) of Regulation S under the Securities Act;
5. The prospective investor must confirm that it is not (nor is it investing the funds of or acting
on behalf of) an employee benefit plan, pension plan, individual retirement account, charitable organization or
other entity that is exempt from the payment of U.S. federal taxes under the Internal Revenue Code of 1986,
as amended (the “Code”);
6. The investor must confirm and represent that it is, among other things (i) an “accredited
investor” as defined in Rule 501(a) of Regulation D under the Securities Act, and (ii) either (a) a “qualified
purchaser” as defined in Section 2(a)(51)(A) of the Investment Company Act, or (b) a “knowledgeable
employee” with respect to the Manager and Fund II, as such term is defined in Rule 3c-5 under the Investment
Company Act;
7. The investor must confirm its identity and the identity of its beneficial owners in a manner
sufficient to ensure compliance by Fund II and the General Partner with applicable anti-money laundering
rules and regulations; and
8. The investor must make certain other representations to Fund II including, but not limited to,
representations as to the information described in items 1 through 7 above, as well as to the investor’s access
to information concerning an investment in Fund II.
Accredited Investors
Each of the following prospective investors, among others, will qualify as an “accredited
investor”:
Institutions. Any bank, savings and loan association, registered broker or dealer, insurance
company, registered investment company, or business development company. In addition, any employee

EXHIBIT D
EXHIBITD
ANTI-MONEY LAUNDERING COMPLIANCE SUPPLEMENT
To ensure
ensure compliance
compliance with
with statntmy
statutory and
and other
other generally
generally accepted
accepted principles
principles relating to anti-money
relating to anti—money
laundering,
laundering, the
the Investment Manager and
Investment Manager and certain
certain of its respective
of its affiliates and
respective affiliates and agents
agents generally
generally require
require
certain
certain information
information and
and written
written verification
verification ofof identity
identity ("Anti-Money La111u/edng Compliance
(“Anti—Money Laundering
Documents") from
Documents”) from any person that
any person that submits completed subscription
submits completed documents prior
subscription documents prior to
to accepting
accepting such
such
subscription.
subscription.
I.
I. Payment Information
Information
A.
A. Full
Full Legal Name oflnvestor:
LegalName of Investor: ~«~10""""1!!4-"l~K~E~-~t)~&,~E~/£~4~~~"/V~(
l/MZK EMéEE fW/V/ c_·~f 7 C/L
c_·- - - -
B.
B. Name of
of the bank from
the bank from which
which the
the Capital
Capital Contributions
Contributions and
and other
other payments
payments to the Fund will
t0 the will be
“
wired
Wired (the
(the "Wiring
Wiring Bank"):
Bank"): ‘
[/24 I
t
vere/vzv a 7Z7
‘
Vd’ MM E/A/
‘ .l
CFfl/I 71 C/jfl/M/
"
\
c.
C. The Wiring
Wiring Bank
Bank (is)
(is) (is
(is not)
not) (please
(please initial
initial one) located in
one) located in an
an
Approved
Approved Countty (as
Countly (as such
such term
term is
is defined
defined in
in "Subscription
“Subscription Procedures").
Procedures”).
D.
D. The
The Investor
Investor _ _ Z y,___ (is) _ _ _ _ _ (is not) (please i11itial one) a customer of the Wiring
(is) (is not) (please initial one) a customer of the Wiring
Bank.
Bank.
E.
E. The Investor
Investor
Approved Country.
Country.
g X (is) _ _ _ _ _ (is not)
(is) not) (please
(please i11itial
initial one)
(1's one) domiciled
domiciled in
in an
an
II.
II. Anti-Money
Anti—Money Laundering Compliance Documents
Provide
Provide the
the applicable
applicable Anti-Money Laundering
Laundering Compliance Documents
Documents set
set forth
forth below:
below:
A.
A. U.S. Investors
U.S. Investors
(I)
(1) Individual
Individual and
and Joint
Joint (natural persons)
(natural persons)
•o A copy
copy of
of government
government issued photo identification
issued photo identification (e.g.,
(e.g., a
a driver's
driver’s license
license or passport)
or passport)
of
0f the
the Investor(s)
Investor(s) and
and each
each authorized
authorized signatmy
signatmy thereof.
thereof.
(2)
(2) Corporations
Corporations
•a The full legal name of each

fill] legal each authorized
authorized signatory of the
signatory 0f the Investor.
Investor.
•o A copy of Articles
copy of Articles of
of Incorporation, Certificate of
Incorporation, Certificate of Good Standing or Government
Standing 0r
issued
issued business
business license.
license.
(3)
(3) Limited Partnership or
Limited Partnership 0r Limited
Limited Liability
Liability Company
Comgany
•- The full legal name of

full legal each authorized
0f each authorized signatory of the
signatory of the Investor.
Investor.
AML SUPPLEMENT

acquiring a Limited Partner Interest,3 is directly or indirectly owned entirely by or for two or more natural
persons who are related as siblings, spouses, or as direct lineal descendants by birth or adoption, or spouses of
such persons, estates of such persons, or foundations, charitable organizations, or trusts established
by or for the benefit of such persons, and owns not less than $5,000,000 in Investments (a “Family
Company”).
Trusts. Any trust that is not a Family Company as to which the trustee or other person authorized to
make decisions with respect to the trust, and each settlor or other person who has contributed assets to the
trust, qualifies as a qualified purchaser; provided that such trust was not formed for the specific purpose of
acquiring a Limited Partner Interest.
Large Investors. Any person, acting for its own account or the accounts of other qualified
purchasers, who in the aggregate owns and invests on a discretionary basis not less than $25,000,000 in
Investments; provided that such person was not formed for the specific purpose of acquiring a Limited Partner
Interest.
Company Owned Solely by Qualified Purchasers. Any “company” in which all of the equity owners
are qualified purchasers (i.e., can fit within one of the above categories).4
For the purpose of determining a prospective investor’s status as a qualified purchaser, the term
“Investments” includes:
(a) securities of public companies;5
(b) securities of non-public companies that do not control, are not controlled by or under
common control with6 the Limited Partner, unless such company has investors’ equity7 of at least
$50,000,000;
(c) shares in registered investment companies, such as mutual funds and publicly-traded closed
end funds;
(d) shares in private investment companies that are exempt from the Investment Company Act by
3
An investor may be deemed to be “formed for the specific purpose of acquiring a Limited Partner Interest” if either (a) the amount of the investor’s
Capital Contribution for purchase of a Limited Partner Interest exceeds 40% of the total assets (on a consolidated basis with its subsidiaries) of the
investor or (b) interest holders in the investor are able to decide individually whether to participate (or the extent of their participation) in the investor’s
investment in Fund II (i.e., holders of interests in the investor can determine whether their capital will form part of the capital invested by the investor
in Fund II).
4
This item does not apply to beneficiaries of an irrevocable trust.
5
A “public company” is any company or other entity that (i) files reports pursuant to Section 12 or 15(d) of the Exchange Act (defined herein), or
(ii) has a class of securities that are listed on a “designated offshore securities market” as such term is defined in Rule 902 of Regulation S under the
Securities Act. For example, a company whose equity securities are listed on a national securities exchange would be a “public company.”
6
For purposes of this definition, a person or entity is deemed to “control” a company if (a) the person is, or the entity has the power to appoint, an
officer or director of the company and the person or entity owns directly or indirectly any voting securities of the company, or (b) the person or entity
owns directly or indirectly more than 25% of the voting securities of the company.
7
“Investors’ equity” should be the amount reflected as such on the relevant company’s most recent (and in any event not more than 16 months old)
financial statements prepared in accordance with U.S. generally accepted accounting principles.

Section 3(c)(1) or 3(c)(7) of the Investment Company Act;8
(e) cash and cash-equivalents9 (including foreign currencies) held for investment purposes; and
(f) real estate held for investment purposes.10
The term Investments does not include art, jewelry and antiques.
With respect to each asset listed above, a prospective investor should:
(a) value all of the assets consistently based upon either (i) their fair market value on the most
recent practicable date or (ii) their cost; and
(b) when reporting the value of the asset, exclude the principal amount of any outstanding debt,
including margin loans, incurred by the investor (in the case of a Family Company, incurred by the company
or any of its owners) to acquire, or for the purpose of acquiring, the asset.
U.S. Persons
Each of the following persons, among others, will qualify as a “U.S. Person:”
(a) Any natural person resident in the United States;
(b) Any partnership or corporation organized or incorporated under the laws of the United States;
(c) Any estate of which any executor or administrator is a U.S. Person;
(d) Any trust of which any trustee is a U.S. Person; and
(e) Any partnership or corporation if:
i. Organized or incorporated under the laws of a foreign jurisdiction; and
ii. Formed by a U.S. Person principally for the purpose of investing in securities not
registered under the Securities Act, unless it is organized or incorporated, and
owned, by accredited investors (as defined in Rule 501(a) of the Securities Act)
who are not natural persons, estates or trusts.
As stated above, Limited Partner Interests generally may not be acquired or held by any “benefit plan
investor” or any other tax-exempt U.S. Person. The term “benefit plan investor” refers to (a) any “employee
benefit plan” as defined in, and subject to the fiduciary responsibility provisions of, ERISA, (b) any “plan” as
8
The investor may also include interests in companies that are (a) exempt from the Investment Company Act by Section 3(c)(2), (3), (4), (5), (6), (8),
or (9) of the Investment Company Act, (b) exempt from the Investment Company Act by Rule 3a-6 or 3a-7 of the Investment Company Act, or (c)
commodity pools.
9
Cash and cash equivalents include bank deposits, certificates of deposit, banker’s acceptances and similar bank instruments held for investment
purposes and the net cash surrender value of an insurance policy.
10
Real estate held for investment purposes excludes the following types of real estate: real estate used by the investor (and in the case of an individual,
the individual’s “related persons”) (and in the case of a Family Company, the company’s owners or its owners’ “related persons”) (a) for personal
purposes, (b) as a place of business, or (c) in connection with a trade or business (unless the prospective investor is engaged primarily in the business of
investing, trading or developing real estate and the real estate in question is part of such business). Residential real estate may be considered “held for
investment” if deductions on the property are not disallowed by Section 280A of the Code. The term “related persons” includes a spouse or former
spouse, sibling, direct lineal descendant or ancestor by birth or adoption or a spouse of such descendant or ancestor.

defined in and subject to Section 4975 of the Code, and (c) any entity deemed for any purpose of ERISA or
Section 4975 of the Code to hold assets of any such “employee benefit plan” or “plan” due to investments
made in such entity by benefit plan investors. Prospective investors subject to ERISA and tax exempt U.S.
investors should invest, if at all, through Offshore Fund II.
Subscriptions
To subscribe for a Limited Partner Interest, each prospective investor is required to complete and
execute subscription documents in the form delivered to such person by the General Partner as Appendix IV
hereto (the “Subscription Documents”). The execution and delivery of the Subscription Documents by a
prospective investor constitutes a binding and irrevocable offer to purchase the Limited Partner Interest and
make the Capital Contribution as set forth therein and an agreement to hold such offer open until it is either
accepted or rejected by Fund II. Each prospective investor is required to contribute the full amount of its
Capital Contribution by fed wire transfer of immediately available funds to the account of Fund II no later
than one day prior to the applicable closing date.
Only the General Partner may accept Capital Contributions, and the General Partner has the sole
discretion to refuse to accept any Capital Contribution (or any portion thereof) for any reason. The General
Partner is entitled to rely (without investigation) on the accuracy of the representations and warranties of each
prospective investor. A prospective investor that cannot or would prefer not to make such representations or
warranties, or to accept the consequences of making such representations and warranties, should not invest in
Fund II. Fund II, the General Partner, the Manager and their respective affiliates may require additional
evidence that a prospective investor meets the eligibility requirements of Fund II at any time prior to
acceptance of a prospective investor’s Capital Contribution. Prospective investors are not obligated to supply
any information so requested, but the General Partner may reject a Capital Contribution from a prospective
investor if such investor or any other person fails to supply such information with respect to such investor.
Each prospective investor generally is required to appoint the General Partner, the Manager, their agents,
delegates or assigns as its true and lawful attorney-in-fact with such powers and authority as stated in the
Partnership Agreement and the Subscription Documents.
Acceptance by the General Partner of a Limited Partner’s subscription constitutes an agreement by

the Limited Partner to be bound by the terms of the Subscription Documents and the Partnership Agreement.
Upon the General Partner’s acceptance of a Limited Partner’s initial Capital Contribution, the General Partner
will execute the acceptance page to the Subscription Agreement and will enroll such Limited Partner as a
limited partner in the books and records of Fund II. A prospective investor should not assume that its Capital
Contribution has been accepted until it has been enrolled as a limited partner in the books and records of Fund
II. If a Capital Contribution is not accepted, in whole or in part, then the Capital Contribution, or part thereof,
as applicable, will be returned to the prospective investor without interest.
The satisfaction of the foregoing eligibility requirements does not necessarily mean that an
investment in Fund II is a “suitable” investment for a prospective investor. Each prospective investor should
consult with his, her or its own independent financial, legal and tax advisors to determine whether or not an
investment in Fund II is a suitable investment. None of the General Partner, the Manager or any of their
affiliates or agents is making any recommendation regarding an investment in Fund II. The eligibility
information contained herein is qualified in its entirety by the information set forth in the Subscription
Documents.

RISK FACTORS
An investment in Fund II involves a substantial degree of risk and is intended and appropriate only
for Limited Partners whose sophistication and financial resources are sufficient to enable them to evaluate
such an investment and to assume such risks, including the risk of complete loss of their investment.
In evaluating whether to invest in Fund II, prospective investors should carefully consider the following risk
factors, among others. Limited Partners are urged to consult with their own financial, legal, and tax advisors
before making any decision regarding an investment in Fund II. The various risks discussed below are not
the only risks associated with an investment in Fund II.
The statements set forth below and elsewhere in this Memorandum regarding the future activity of
Fund II and opportunities in the markets are forward-looking statements. The matters discussed in such
statements may be affected by a number of events, including general market and economic conditions and the
other factors described in this Memorandum. See “Cautionary Note Regarding Forward-Looking
Statements.” The risks set forth herein with respect to Fund II are generally also applicable to Master Fund
II. Except as the context otherwise requires, any reference to “Fund II” also includes Master Fund II.
General Risks
General Economic and Market Conditions. The success of Fund II’s activities will be affected by
general economic and market conditions, such as changes in interest rates, availability of credit, inflation
rates, economic uncertainty, changes in laws (including laws relating to taxation of Fund II’s investments),
trade barriers, oil and natural gas prices, currency exchange controls, and national and international political
circumstances (including wars, terrorist acts or security operations). These factors may affect the level and
volatility of securities prices and the liquidity of Fund II’s investments. Volatility and/or illiquidity could
impair Fund II’s profitability or result in losses. Fund II could incur material losses even if the Manager
reacts quickly to difficult market conditions, and there can be no assurance that Fund II will not suffer
material losses and other adverse effects from broad and rapid changes in market conditions in the future.
Limited Partners should realize that markets for the financial instruments in which Fund II invests can
correlate strongly with each other at times or in ways that are difficult for the Manager to predict. Even a
well-analyzed approach may not protect Fund II from significant losses under certain market conditions.
Current Market Conditions and Governmental Actions. Beginning in late 2007 and continuing
through most of 2009, world financial markets experienced extraordinary market conditions, including among
other things, extreme losses and volatility in securities markets and the failure of credit markets to function
properly. In reaction to these events, regulators in the U.S. and several other countries undertook
unprecedented regulatory actions. In the U.S., the SEC issued an emergency order to temporarily ban short-
selling of any publicly traded securities of certain financial firms and required institutional investment
managers, including hedge fund managers, to make daily disclosure on a weekly basis of short positions on
publicly traded equity securities. On or about the same time, several other jurisdictions (e.g., United
Kingdom, Australia and Ireland) enacted emergency regulations, imposing similar regulations to those
enacted by the SEC.
The U.S. Government and securities regulators in other jurisdictions continue to implement and
consider measures to regulate the economy and reform the financial markets. On July 21, 2010, President
Obama signed into law the Dodd-Frank Wall Street Reform and Consumer Protection Act (the “Dodd-Frank
Act”), which represents the most significant overhaul of the regulations governing the financial services
industry and markets since the Great Depression. The Dodd-Frank Act among other things, will (a)
significantly increase the regulation of and the requirements applicable to private fund managers (including
new recordkeeping and reporting requirements), (b) prohibit certain banking entities from acquiring or
retaining any equity ownership interest in, or sponsoring, any hedge fund or private equity fund (subject to

certain exceptions), and (c) significantly increase regulation of over-the-counter derivatives and the
derivatives markets. As a result of the foregoing and certain other provisions in the Dodd-Frank Act, the
Manager, Fund II and their respective businesses may face additional costs and may be adversely affected by
such regulations in the future.
However, despite the Dodd-Frank Act and other recent regulatory and legislative efforts, global
financial markets remain volatile. While economic conditions have shown improvement recently, the
economic recovery has been slow and there is no guarantee that economic conditions will continue to improve
in the future. Moreover, it is uncertain whether recent regulatory and legislative actions will be able to
stabilize the financial markets and the economy. The Dodd-Frank Act and other significant new regulations
could limit Fund II’s activities and investment opportunities or change the functioning of financial markets,
and there is the possibility of a worldwide economic downturn in the future. Consequently, the Manager may
not be capable of, or successful at, preserving the value of Fund II’s assets, generating positive investment
returns or effectively managing risks.
Potential for Fraud. Recent discoveries of fraud in the banking and financial services industry
highlight the seriousness of the issue. The scope and long-term nature of such frauds is a testament to how
difficult fraud is to detect and prevent. While the General Partner and the Manager have instituted policies
and procedures to avoid falling victim to fraud, there can be no assurance Fund II will be able to prevent all
types of fraud by parties with whom Fund II does business.
Terrorist Attacks and War. Terrorist activities, anti-terrorist efforts and other armed conflicts
involving the United States or its interests abroad may adversely affect the United States, its financial markets
and global economies and could prevent the General Partner, the Manager and Fund II from meeting their
respective investment objectives and other obligations. The potential for future terrorist attacks, the national
and international response to terrorist attacks, and other acts of war or hostility have created many economic
and political uncertainties, that may adversely affect the United States and world financial markets and Fund
II for the short or long-term in ways that cannot presently be predicted.
Investment and Portfolio Risks
Investment Risks in General. Fund II’s investments, by their nature, involve a high degree of
financial risk. In making investments, the Manager utilizes highly speculative investment techniques,
including extremely high leverage, highly concentrated portfolios, junior securities positions, control
positions and illiquid investments. In addition, some of Fund II’s assets are invested in derivative
instruments. Such investments expose Fund II’s assets to the risks of material financial loss, which may in
turn adversely affect the financial results of Fund II. Furthermore, Fund II’s investments are focused on the
energy, natural resources and energy-dependent industries. A significant change in these industries will have
a material impact on the value and performance of Fund II.
Volatility of Oil and Natural Gas Prices. The revenues generated by the operations of certain of the
companies in which Fund II invests are highly dependent upon the prices of, and demand for, oil and natural
gas. Oil and natural gas prices can fluctuate widely on a month-to-month basis in response to a variety of
factors that are beyond the control of Fund II, the Manager and the General Partner. Factors that contribute to
price fluctuation include, without limitation: political conditions in major oil and natural gas producing
regions; worldwide economic conditions; weather conditions; the supply and price of domestic and foreign
natural gas or oil; the level of consumer demand; the price and availability of alternative fuels; the proximity
to, and capacity of, transportation facilities; the effect of worldwide energy conservation measures;
technological advances affecting energy consumption; and the nature and extent of governmental regulation
and taxation. Any significant change in oil and natural gas prices could have a material impact on the value
and performance of Fund II.

Futures Contracts; Margin Risks. Fund II currently invests a portion of its assets in commodities
futures contracts, options on futures contracts and in other products that may be traded on commodities
exchanges regulated by the CFTC or international exchanges or in the over-the-counter markets. Futures
prices generally are extremely volatile. Because of the low margin deposits normally required in futures
trading, an extremely high degree of leverage is common in a futures trading account. As a result, a relatively
small price movement in a futures contract may result in substantial losses. Similar to other leveraged
investments, any purchase or sale of a futures contract may result in losses in excess of the amount invested.
In addition, futures trading may be illiquid and frequently involves high transaction costs.
Drilling Risks. The revenues, operating results and future rate of growth of certain companies in
which Fund II invests are dependent upon the success of their drilling programs. Oil and natural gas drilling
involves numerous risks, including the risk that no commercially productive oil or natural gas reservoirs will
be encountered. The timing and cost of drilling, completing and operating wells is often uncertain, and
drilling operations may be curtailed, delayed or canceled as a result of a variety of factors, including
unexpected drilling conditions, pressure or irregularities in formations, equipment failures or accidents,
adverse weather conditions, compliance with governmental requirements and shortages or delays in the
availability of drilling rigs and the delivery of equipment. Oil and natural gas drilling remains a speculative
activity notwithstanding the use of 3-D seismic data. Even when fully utilized and properly interpreted, 3-D
seismic data and other advanced technologies only assist geoscientists in identifying subsurface structures and
do not enable the interpreter to know whether hydrocarbons are in fact present in such structures. In addition,
the use of 3-D seismic data and other advanced technologies requires greater pre-drilling expenditures than
traditional drilling strategies and companies could incur losses as a result of such expenditures. Furthermore,
completion of a well does not assure a profit on the investment or a recovery of any portion of drilling,
completion or operating costs. Varying drilling success rates could have a material adverse effect on the value
of Fund II.
Shortages of Drilling Rigs, Equipment, Supplies and Personnel. In the past, there have been
periods where general shortages of drilling rigs, equipment and supplies have occurred. Shortages of drilling
rigs, equipment or supplies could delay and adversely affect the exploration and development operations of
certain companies in which Fund II invests, which could have a material adverse effect on their business,
financial condition and results of operations. The demand for, and wage rates of, qualified rig crews in the
drilling industry tend to fluctuate in response to the number of active drilling rigs in service. The number of
qualified rig crews available in the drilling industry has recently risen, but shortages of qualified rig crews
have in the past occurred in the industry during times of increasing demand for drilling services. The oil and
natural gas industry may in the future experience variances in the availability of qualified personnel to operate
drilling rigs, which could affect certain companies’ drilling operations and, in turn, affect their business,
financial condition and results of operations. Such variances could have a material adverse effect on the value
of Fund II.
Regulatory and Environmental Risks. Oil and natural gas operations are subject to various federal,
state and local and foreign governmental regulations, which may be changed from time to time in response to
economic or political conditions. From time to time, regulatory agencies have imposed price controls and
limitations on production in order to conserve supplies of oil and natural gas. In addition, the production,
handling, storage, transportation and disposal of oil and natural gas, byproducts thereof and other substances
and materials produced or used in connection with oil and natural gas operations are subject to regulation
under federal, state and local laws and regulations. These regulations subject certain companies in which
Fund II invests to increased operating costs and potential liability.
Distressed Securities. Certain of Fund II’s assets may be invested in distressed securities.
Investments in distressed securities involves acquiring securities of companies that are experiencing
significant financial difficulties and of companies that are, or appear likely to become, bankrupt or involved in

a debt restructuring or other major capital transaction. Consequently, there is a high degree of risk associated
with these investments because such companies may never recover and the value of such investments may be
lost.
Concentration. The Manager currently allocates approximately ninety percent (90%) of Fund II’s
assets in equity securities (or related financial instruments) of companies engaged in the energy and natural
resources industries and approximately ten percent (10%) of Fund II’s assets in various energy-related
commodity futures contracts. Since commodity futures contracts are typically traded on “margin” (meaning
that a small amount of capital can be used to invest in contracts of much greater value), the ten percent (10%)
allocation referred to above represents only the portion of Fund II’s assets allocated to pay the initial margin
deposits required to establish a position. Fund II may lose more than its initial margin deposit on a trade and,
consequently, more than ten percent (10%) of its assets are subject to risk of loss due to investments in
commodity-related futures contracts. See “Risk Factors—Futures Contracts; Margin Risks.”
Although the Manager generally diversifies the investments of Fund II within such market sectors,
there is a likelihood that individual investments may represent up to approximately five percent (5%) of Fund
II’s total assets. If such an investment performs poorly, this concentration could cause a proportionately
greater loss than if a larger number of investments were made, and if such proportionately greater loss occurs,
it may adversely impact the overall return on investment realized by Fund II and, ultimately, the Limited
Partners.
Illiquid Investments. Under certain market conditions, such as during volatile markets or when
trading in an instrument or market is otherwise impaired, the liquidity of Fund II’s portfolio positions may be
reduced. In addition, Fund II may from time to time hold large positions with respect to a specific type of
instrument, which may reduce Fund II’s liquidity. During such times, Fund II may be unable to dispose of
certain assets, which would adversely affect Fund II’s ability to rebalance its portfolio or to meet withdrawal
requests. In addition, such circumstances may force Fund II to dispose of assets at reduced prices, thereby
adversely affecting Fund II’s performance. If there are other market participants seeking to dispose of similar
assets at the same time, Fund II may be unable to sell such assets or prevent losses relating to such assets.
Furthermore, if Fund II incurs substantial trading losses, the need for liquidity could rise sharply while its
access to liquidity could be impaired. In conjunction with a market downturn, Fund II’s counterparties could
incur losses of their own, thereby weakening their financial condition and increasing Fund II’s credit risk to
them. Many non-U.S. financial markets are not as developed or as efficient as those in the U.S., and as a
result, liquidity may be reduced for Fund II’s investments.
Fund II also invests in securities that are subject to legal or other restrictions on transfer and Fund II
may be prohibited from disposing of such investments for a specified period of time. Investments in energy-
related commodities futures contracts generally are less liquid than investments in publicly traded securities.
Commodities investments by Fund II are typically made on the NYMEX or in the over-the-counter markets.
Accordingly, any premature sales or dispositions of these investments also may adversely affect the
investment results of Fund II.
Use of Leverage. Fund II and the certain of the companies in which Fund II invests may have
significant leverage. The use of leverage, which exposes the borrower to changes in price at a ratio higher
than 1:1 in reference to the amount invested, magnifies both the favorable and the unfavorable effects of price
movement in investments. The leveraged capital structures of Fund II and companies in which it makes
investments increases exposure to adverse economic factors such as rising interest rates, downturns in the
economy and/or deterioration in the condition of the company or its industry. Such increased exposure to
adverse economic factors may decrease the overall return on investment realized by Fund II, and ultimately
the Limited Partners, from the overall return on investment that may have been realized if leveraged capital
structures had not been used by Fund II or the companies in which Fund II invests.

Short Sales. Fund II may effect short sales. Short selling is the practice of selling securities that are
not owned by the seller, generally when the seller anticipates a decline in the price of the securities or for
hedging purposes. To complete a short sale, Fund II generally must borrow the securities from a third party in
order to make delivery to the buyer. Fund II generally is required to pay a brokerage commission that
increases the cost to Fund II of selling such securities. The proceeds of the short sale plus additional cash or
securities must be deposited as collateral with the lender of the securities to the extent necessary to meet
margin requirements. The amount of the required deposit is adjusted periodically to reflect any change in the
market price of the securities that Fund II is required to return to the lender. Fund II generally is entitled to
receive payments from the lender with respect to the short sale proceeds and additional cash on deposit with
the lender at negotiated interest rates. Fund II is obligated to return securities equivalent to those borrowed at
any time on demand of the lender of the securities borrower by purchasing them at the market price at the
time of replacement. Until the securities are replaced, Fund II is required to pay to the lender amounts equal
to any dividends or interest that accrue during the period of the loan of the securities. An increase in the value
of any security that is the subject of short selling by Fund II may, as a result of the foregoing, have a material
adverse effect on the assets of Fund II, and therefore the return on investment of Fund II.
Put and Call Options. Fund II also may purchase exchange-listed and over-the-counter put and call
options on specific securities. In addition, Fund II may write and sell covered or uncovered call and put
option contracts. A call option gives the purchaser of the option the right to buy, and obligates the writer to
sell, the underlying security as a stated exercise price at any time prior to the expiration of the option.
Similarly, a put option gives the purchaser of the option the right to sell, and obligates the writer to buy, the
underlying security at a stated exercise price at any time prior to the expiration of the option. Options written
by Fund II may be wholly or partially covered (meaning that Fund II holds an offsetting position) or
uncovered. Options on specific securities may be used by Fund II to seek enhanced profits with respect to a
particular security. Alternatively, Fund II may use options for various defensive or hedging purposes.
Use of put and call options may result in losses to Fund II, force the sale or purchase of portfolio
securities at inopportune times or for prices higher than (in the case of put options) or lower than (in the case
of call options) current market values, limit the amount of appreciation Fund II can realize on its investments
or cause Fund II to hold a security it might otherwise sell. For example, a decline in the market price of a
particular security could result in a complete loss of the amount expended by Fund II to purchase a call option
(equal to the premium paid for the option and any associated transaction charges). An adverse price
movement may result in unanticipated losses with respect to covered options sold by Fund II. The use of
uncovered option writing techniques may entail greater risks of potential loss to Fund II than other forms of
options transactions. For example, a rise in the market price of the underlying security will result in Fund II
realizing a loss on the calls within, which would not be offset by the increase in the value of the underlying
securities to the extent the call option position was uncovered.
Index Contracts. Fund II also may invest in customized instruments to seek to hedge against the risk
of changes in the level of prices of broad market averages or indices, as well as narrower indices or baskets of
securities, foreign currencies or commodity prices. These hedging strategies may be executed by the Manager
through the use of exchange-traded equity index options or futures contracts or options thereon, standardized
or individually negotiated over-the-counter contracts or other forms of derivative contracts (collectively,
“index contracts”) structured by investment banking institutions.
Index contracts generally have substantial risks associated with them, including possible default by
the counterparty to the transaction, illiquidity and, to the extent the Manager’s view as to certain market
movements is incorrect, the risk that the use of such index contracts could result in losses greater than if they
had not been used. Moreover, any lack of correlation between price movements of index contracts and price
movements in the position of Fund II may create the possibility that losses in the value of Fund II’s position
may be greater than the gain on the hedging instrument (or that a gain in Fund II’s position may be less than

the loss on the hedging instrument). In addition, futures and options markets may not be liquid in all
circumstances and certain over-the-counter index contracts may have no markets. As a result, in certain
markets, Fund II might not be able to close a transaction without incurring substantial losses, if at all. Any
such result may have a material adverse effect on Fund II.
Swaps and Similar Contracts. In addition to index contracts and other exchange-traded option
contracts, the Manager may invest in over-the-counter contracts that involve dealing with counterparties and
their ability to satisfy their obligations under such contracts. Specifically, the Manager may engage in
repurchase agreements, forward contracts or swap arrangements, each of which may expose Fund II to credit
risks to the extent that any counterparties to such contracts default on their obligations to perform under the
relevant contracts.
Risks Related to Fund II and Limited Partner Interests
No Guarantee of Future Returns. Fund II conducted its initial closing on February 1, 2005. Certain
Summary Financial Information for Fund II will be provided to prospective investors separately from this
Memorandum and is for informational purposes only. Prospective investors in Fund II should understand that
the past performance of Fund II or any of the Manager’s other clients cannot and should not be relied upon by
such investor as any indication of the future performance or success of Fund II. Accordingly, none of Fund
II, the General Partner or the Manager makes any express or implied representation or guarantee of such
future returns. Fund II’s investment program should be evaluated on the basis that there can be no assurance
that the Manager’s assessment of the short-term or long-term prospects of investments will prove accurate or
that Fund II will achieve its investment objective.
Master-Feeder Structure. Fund II invests through a “master-feeder” structure. The master-feeder

fund structure – in particular the existence of multiple feeder funds investing in the same master fund –
presents certain unique risks to investors. Smaller feeder funds investing in a master fund may be materially
affected by the actions of larger feeder funds investing in such master fund. For example, if a larger feeder
fund withdraws from Master Fund II, the remaining feeder funds, including Fund II, may experience higher
pro rata operating expenses, thereby producing lower returns. Master Fund II’s portfolio may become less
diverse due to liquidations of positions needed to fund a withdrawal by a larger feeder fund, resulting in
increased portfolio risk. Master Fund II is a single entity and creditors of Master Fund II may enforce claims
against all assets of Master Fund II. In addition, to the extent Fund II’s assets are invested in Master Fund II,
certain conflicts of interest in determining whether to hold or dispose of an asset may exist due to different tax
considerations applicable to Fund II and Offshore Fund II.
While the Manager does not consider tax issues applicable to any particular Limited Partner, it
generally takes into account the tax positions of Fund II and Offshore Fund II. However, the use of a
“master-feeder” structure may create a conflict of interest in that different tax considerations for Fund II and
Offshore Fund II may cause or result in Master Fund II’s structuring or disposing of an investment in a
manner or at a time that is more advantageous (or disadvantageous) for tax purposes to one feeder fund or its
investors.
Illiquidity of Limited Partner Interests. An investment in Fund II provides limited liquidity since
Limited Partner Interests are not freely transferable and, generally, a Limited Partner’s right to withdraw
amounts from its capital account is limited in accordance with the terms of the Partnership Agreement. In
general, Limited Partners may not request withdrawals of amounts from their capital accounts until they have
held their Limited Partnership Interests for at least six (6) months. In addition, withdrawals may be subject to
the Withdrawal Gate. See “Summary of Principal Terms—Withdrawals.” An investment in Fund II is
appropriate only for sophisticated Limited Partners who do not require immediate liquidity for their
investment.

NOTARIZATION ACKNOWLEDGMENT
STATE OF
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signature page to the
the Subscription
Subscription Agreement in in the
the capacity
capacity
therein indicated,
therein indicated, who acknowledged
acknowledged thatthat he
he or
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she, being
being authorized
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so, executed
executed the
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instrument for the purposes
for the purposes therein
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contained and in in the
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capacity therein indicated as his or
as his or her
her own free
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NOTARIZATION ACKNOWLEDGEMENT

matter by consenting, without admitting or denying the allegations, to the entry of an injunction enjoining
them from future violations of Section 17(a)(2) and 17(a)(3). If the SEC were to find Mr. Pickens in violation
of these sections in the future, it could seriously impair Mr. Pickens’ ability to participate as a principal or
otherwise in the management of Fund II. Mr. Pickens’ absence could result in a material adverse effect on the
financial condition and operations of Fund II.
Limitation of Liability and Indemnification. Certain exculpation and indemnification provisions are
contained in the Fund Agreements and other applicable documents. As a result of these provisions, the
General Partner, the Manager and their respective affiliates and personnel generally will not be liable to Fund
II or Master Fund II for any act or omission (including without limitation trading errors and similar human
errors), absent bad faith, willful misconduct or gross negligence, and Fund II and Master Fund II generally
will be required to indemnify such persons against any losses they may incur by reason of any act or omission
related to Fund II or Master Fund II, absent bad faith, willful misconduct or gross negligence. These are
important provisions that could materially affect a Limited Partner’s rights in Fund II. Limited
Partners having any questions or concerns about these provisions should seek advice from qualified
counsel.
Definitive Terms and Conditions. Portions of this Memorandum describe specific terms and
conditions set forth in the Fund Agreements and various other documents or agreements. The actual terms
and conditions set forth in such documents or agreements may vary materially from those described in this
Memorandum for a variety of reasons, including but not limited to formal amendments to the Fund
Agreements. Moreover, the Fund Agreements contain highly detailed terms and conditions, many of which
are not described fully or at all in this Memorandum.
In all cases, the terms and conditions set forth in the Fund Agreements supersede the information
contained in this Memorandum. In the event of a conflict between this Memorandum and the Fund
Agreements, the terms and conditions in the Fund Agreements shall control. Investors are urged to carefully
review the Partnership Agreement, and should note that, pursuant to the rules governing amendments set forth
therein, certain amendments to the Partnership Agreement may be adopted without the consent or approval of
any Limited Partner.
Tax Risks
Taxation as a Partnership. Fund II qualifies as a partnership for U.S. federal income tax purposes,
although Fund II has not obtained a ruling from the Internal Revenue Service (the “Service”) regarding such
qualification. There can be no assurance that Fund II so qualifies. If Fund II were to be treated as a
corporation subject to U.S. taxation on its income rather than as a partnership for U.S. federal income tax
purposes, Fund II’s income and gains would be subject to taxation at corporate tax rates (which currently
range up to thirty-five percent (35%)), and Limited Partners generally would be subject to taxation on actual
distributions from Fund II. See “Taxation.”
Limitations on Use of Losses. Non-corporate and certain other investors considering investing in
Fund II should be aware that certain investments of Fund II may cause certain losses generated by such
investments to be subject to the “at risk” and “passive loss” rules under the Code. Application of these rules
(and certain other potentially applicable rules) may limit the ability of certain Limited Partners to recognize
currently their allocable shares of losses attributable to Fund II.
THE FOREGOING RISK FACTORS DO NOT PURPORT TO BE A COMPLETE

EXPLANATION OF ALL OF THE RISKS ASSOCIATED WITH FUND II OR AN INVESTMENT IN
THE LIMITED PARTNER INTERESTS. PROSPECTIVE INVESTORS SHOULD READ THE FUND
AGREEMENTS AND THIS MEMORANDUM AND ITS APPENDICES IN THEIR ENTIRETY

BEFORE DETERMINING WHETHER TO SUBSCRIBE FOR LIMITED PARTNER INTERESTS.
PROSPECTIVE INVESTORS ARE ALSO URGED TO CONSULT WITH THEIR OWN LEGAL AND
TAX ADVISERS BEFORE SUBSCRIBING FOR LIMITED PARTNER INTERESTS. IN ADDITION,
AS FUND II’S INVESTMENT PROGRAM DEVELOPS AND CHANGES OVER TIME, AN
INVESTMENT IN FUND II MAY BE SUBJECT TO ADDITIONAL AND DIFFERENT RISK
FACTORS.

BUSINESS
General
Fund II invests substantially all of its assets in a limited partnership interest in BP Capital Energy
Equity Fund Master II, L.P., a Cayman Islands exempted limited partnership (“Master Fund II”).
Accordingly, an investment in Fund II is an indirect investment in Master Fund II and, except as the context
otherwise requires, any reference to the term “Fund II” also includes Master Fund II.
Fund II’s principal objective is to achieve capital appreciation through investments, indirectly through
Master Fund II, in securities of public companies in energy and energy-dependent industries, as well as crude
oil and natural gas futures and options, and other financial instruments. Fund II intends to achieve its
objective through a strategy that employs diversification and managed market exposure through both long and
short equity investments and limited capital allocated to energy futures contracts. Fund II currently allocates
approximately ninety percent (90%) of Fund II’s assets to the equity markets in stocks of companies engaged
in the energy, natural resources and energy-dependent industries and approximately ten percent (10%) of
Fund II’s assets to energy-related commodity futures contracts. Since energy-related commodity futures
contracts are typically traded on margin, this ten percent (10%) allocation of Fund II’s assets represents only
the initial amount of margin required to be deposited with broker(s) in order for Fund II to establish such
positions. Fund II may lose more than its initial margin deposit on any particular commodity trade. The
Manager uses leverage in connection with its equity investments and takes advantage of the inherent leverage
(as a result of margin) in its futures positions. The use of leverage, while providing the opportunity for a
higher return in investment, also increases the volatility of such investments and the risk of loss. See “Risk
Factors—Use of Leverage” and “Risk Factors—Futures Contracts; Margin Risks.”
Investment Strategy
The principals of the Manager have extensive experience in the energy markets and in the exploration
and production of oil and natural gas, both from an operational and an investment perspective. The Manager
believes this experience allows for informed decisions on certain key factors that affect the values of energy-
related equity securities and futures contracts. These factors include:
Oil and Natural Gas Prices. The Manager believes equity and commodity values in the energy
sector are principally driven by current and expected prices for oil and natural gas, and energy prices also
affect the share prices of companies that use oil and natural gas as inputs for operations. The principals of the
Manager have extensive experience analyzing oil and natural gas fundamentals and trading energy futures
contracts. In formulating a view of future oil and natural gas prices, the Manager considers the effects of oil
and natural gas inventories, productive capacity, the policies of OPEC, global political conditions, the demand
for energy, weather and general economic conditions. The Manager’s oil and natural gas price forecasts are
key components to the investment strategy of Fund II.
Energy Industry Fundamentals. The Manager believes energy exploration process is an important
driver of values for various downstream energy sectors. In assessing industry conditions, the Manager
considers the viability of oil and gas prospects in various producing basins, the state of exploration,
development, completion and production technology, the potential commercial value of non-producing
reserves, existing reservoir decline rates and the effect of industry investment rates and drilling activity on the
energy markets. The Manager’s analysis of energy industry fundamentals is a key input to the investment
strategy of Fund II.
The Manager, from time to time, uses outside advisors for matters relating to economic forecasting,
currency markets and international affairs, among other things.

Investment Process
Fund II’s investment process predominately relies on a top-down approach by considering

fundamental aspects of supply and demand for energy, as well as general oil and gas industry conditions.
Fund II targets industry sectors as either long positions or short positions and establishes futures positions
based on internally developed themes. Fund II chooses individual stocks within sectors using a bottom-up
approach based on valuation and anticipated sensitivity to the aforementioned sector themes.
In the case of energy futures, the Manager makes investment decisions using various resources,
including internal discussions that focus on (i) supply trends, principally through production, new exploration
activity and import data gathered from a variety of public and private sources, (ii) demand conditions, also
based on a variety of sources, (iii) weather forecasts and (iv) geopolitical considerations. Fund II also may
supplement its internal discussions with input from consultants with relevant expertise in one or more of the
aforementioned areas.
Fund II evaluates equity sectors in light of the aforementioned energy market analyses but with a
special emphasis on industry conditions and sector valuations. Fund II’s investment approach to valuing and
investing in individual equities considers, among other items, the following factors: (i) sustainability of
investment interest, (ii) business fundamentals, (iii) quality of management, (iv) geopolitical risks, and
(v) other factors, including compatible positions, asset quality, growth projections, dividend policy, interest
rate risk, foreign exchange risk and liquidity risk. Fund II gathers this information from public filings,
discussions with management, internal experience and third party sources.
Risk Management
Fund II uses several risk measurement and risk management tools in monitoring and handling its
investment positions. Market risk is generally measured by the Manager by using various statistical methods,
including (i) gross exposure, or total equity investments divided by Fund II’s net asset value; and (ii) net
exposure, or total long equity positions less short positions. The Manager considers gross exposure to be a
measure of leverage and net exposure to be a measure of stock market exposure. The Manager currently
limits Fund II’s net exposure to 70%, either long or short, and gross exposure to a range from 100% to 200%.
The Manager currently limits Fund II’s initial equity positions to no more than five percent (5%) of Fund II’s
total equity portfolio and the vast majority of Fund II’s equity investments are in liquid common stocks.
The Manager also uses a quantitative approach to the measurement of futures investment risk. This
approach considers historical price movements and the historical relationships between spot prices and
various futures and options. The Manager then determines what portion of Fund II’s capital, allocated to
futures, to expose to energy futures.
The Manager monitors and re-assesses equity and futures positions on a daily basis. The Manager
expects that, from time to time, if the portfolio is incurring mark to market losses, it may be appropriate to
reduce or neutralize positions to avoid further losses. The final decision as to implementation and the
procedures used will be made in the sole discretion of the Manager.
THE INVESTMENT STRATEGIES AND PROCESSES OUTLINED ABOVE REPRESENT THE

MANAGER’S CURRENT INTENTIONS. DEPENDING UPON CONDITIONS AND TRENDS IN THE
SECURITIES AND COMMODITIES MARKETS AND THE ECONOMY IN GENERAL, THE
MANAGER MAY PURSUE OTHER INVESTMENT STRATEGIES AND EMPLOY VARIOUS OTHER
INVESTMENT TECHNIQUES OR PROCESSES THAT IT CONSIDERS APPROPRIATE AND IN THE
BEST INTEREST OF FUND II WHETHER OR NOT SPECIFICALLY OUTLINED OR DESCRIBED
HEREIN. THE FOREGOING DISCUSSION INCLUDES AND IS BASED UPON NUMEROUS

ASSUMPTIONS AND OPINIONS OF THE MANAGER CONCERNING WORLD FINANICAL AND
COMMODITY MARKETS AND OTHER MARKETS, THE ACCURRACY OF WHICH CANNOT BE
ASSURED. AN INVESTMENT IN FUND II INVOLVES A SIGNIFICANT DEGREE OF RISK.
THERE CAN BE NO ASSURANCE THAT FUND II’S INVESTMENT STRATEGY WILL ACHIEVE
PROFITABLE RESULTS. SEE “RISK FACTORS.”

MANAGEMENT
General Partner
The general partner of Fund II and managing general partner of Master Fund II is BP Capital
Management, L.P., a Delaware limited partnership (the “General Partner”). Pursuant to the Fund Agreements,
the General Partner has the sole and exclusive right to conduct, control and manage the business of Fund II
and Master Fund II, subject to its right to delegate certain of its managerial rights and obligations to other
persons. As described below, the General Partner has delegated discretionary investment management power
and authority over the assets and liabilities of Fund II and Master Fund II to the Manager. Additional
authority may be delegated by the General Partner to the Manager and other agents, except as otherwise
prohibited by law or the Fund Agreements, and any reference herein to the authority or discretion of the
General Partner includes any authority or discretion delegated to or exercised by any agents. Notwithstanding
the foregoing, overall responsibility for management and control of Fund II and Master Fund II will remain
the responsibility of the General Partner. The general partner of the General Partner is the Manager.
Manager
Pursuant to an investment management agreement, TBP Investments Management LLC, a Delaware

limited liability company (the “Manager”), serves as investment manager to Fund II and Master Fund II and is
responsible for all investment decisions made with respect to Fund II and Master Fund II, subject to the
overall control and oversight of the General Partner. Accordingly, the Manager is primarily responsible for
the implementation and execution of Fund II’s and Master Fund II’s investment program. The Manager is
also the general partner of the General Partner. The Manager is owned by Messrs. Pickens, Stillwell, and
Bassett.
The Manager is currently registered with the Securities and Exchange Commission as an investment
adviser under the Advisers Act. While the Manager is registered with the CFTC as both a Commodity Pool
Operator and Commodity Trading Advisor, and is a member of the National Futures Association (“NFA”),
the Manager is exempt from certain disclosure and reporting requirements otherwise applicable to registered
CPOs and CTAs under CFTC Rule 4.7. CFTC Rule 4.7 provides CPOs and CTAs relief, subject to
compliance with certain requirements of the rule, from: (i) the requirement to deliver, maintain, and file with
the NFA the disclosure document specified in CFTC Rule 4.21 (CPO) and 4.31 (CTA), (ii) the requirement
that performance information comply with CFTC Rule 4.25 (CPO) and 4.35 (CTA), and (iii) certain of the
reporting and recordkeeping requirements under CFTC Rule 4.22 (CPO) and 4.33 (CTA). See “Certain
Regulatory Matters.”
Administrative General Partner
The administrative general partner of Master Fund II is BP Capital International Management, Inc., a
Cayman Islands exempted company (the “Administrative GP”). The Administrative GP also serves as general
partner of Offshore Fund II.
The Principals
The individuals listed below manage the operations of the Manager on a day-to-day basis and are
(except with respect to Mr. Pickens) primarily responsible for all equity investment decisions made with
respect to the Manager and Fund II. As a practical matter, the principals listed below take a collaborative
approach to the management of the Manager on behalf of Fund II through daily investment committee
meetings.

T. Boone Pickens, year of birth—1928
Mr. Pickens was the founder and chief executive officer of Mesa Petroleum Co. (“Mesa”) and is the
founder of the Manager and BP Capital L.P., an affiliate of the Manager (“BP Capital”).
After graduating from Oklahoma State University in 1951, Mr. Pickens began a career as a geologist.
Mr. Pickens formed Mesa in 1956 and led the company for four decades. He grew Mesa from a small oil and
natural gas company to one of the largest independent exploration and production companies in the world.
Over the course of several decades, Mesa increased its reserves and production through mergers and
discoveries, both domestically and internationally. Under his leadership, Mesa produced more than three
trillion cubic feet of natural gas and 150 million barrels of oil equivalent and drilled more than 5,000 wells
with a success rate of seventy-five percent (75%).
Mr. Pickens ceased his role in active management in 1996 but remained as a member of the board of
directors of the company. Mesa later became Pioneer Natural Resources (“Pioneer”) through mergers.
Mr. Pickens is now retired from the board of directors of Pioneer.
Mr. Pickens is active in the management of the Manager and BP Capital. Specifically, Mr. Pickens is
principally responsible for the formulation of energy futures investment strategies on behalf of the Manager
and BP Capital. Mr. Pickens frequently utilizes his wealth of experience in the oil and gas industry in the
evaluation of energy sector themes.
Mr. Pickens is an active and vocal proponent of a new national energy plan designed to reduce U.S.
dependence on foreign oil. Elements of that plan, dubbed “The Pickens Plan,” are expected to be debated in
the next session of Congress. Mr. Pickens has aggressively promoted this plan in paid and earned media
venues, and has contributed substantial resources to its marketing, both in financial resources and personal
time.
Robert L. Stillwell, year of birth—1937
Mr. Stillwell is a retired partner of Baker Botts L.L.P. and is a principal of the Manager and the
General Partner. Mr. Stillwell joined Mr. Pickens as an original director of Mesa in 1964 and continued
his directorship for Mesa and Pioneer until 2001. He has served as counsel and strategic advisor to Mesa and
Mr. Pickens through his law firm, which represented Mesa on its major transactions until 1997. Mr. Stillwell
received his Juris Doctor from the University of Texas. Mr. Stillwell participates in the discussion of
investment strategy. Mr. Stillwell oversees the outside legal advisors for the Manager, BP Capital and Fund
II and also serves as Chief Compliance Officer with respect to the Manager and BP Capital.
Ronald D. Bassett, year of birth—1958
Mr. Bassett has been associated with Mr. Pickens and/or Mesa since 1969 and is a principal of the
General Partner and the Manager. Mr. Bassett has held numerous positions of responsibility, including
controller, chief accounting officer and chief financial officer of several subsidiaries of Mesa and ventures or
businesses owned or controlled by Mr. Pickens. Mr. Bassett is active in the management of the Manager and
BP Capital. Mr. Bassett is also registered with the CFTC as a commodity pool operator and commodity
trading adviser, but is not acting in such capacities with respect to Fund II.

The Principals’ Track Record
General. The principals of Fund II have been active in energy investments for many years, and
throughout their collective history these principals have originated numerous transactions that have generated
significant investment gains from investments in both equities and energy futures.
Certain financial information of Fund II will be provided separately to prospective investors.

However, past performance of Fund II or the other clients of the Manager is not necessarily indicative of
future performance of Fund II.
Other Private Investment Funds
Commodity Funds
In 1997, BP Capital formed BP Capital Energy Fund, L.P. (“Commodity Fund I”) for the purpose of
investing in energy futures contracts.
On January 29, 2009, BP Capital formed BP Capital Energy Fund II, L.P. (“Commodity Fund II”).
Commodity Fund II pursues the same general investment strategy as Commodity Fund I. Commodity Fund I
and Commodity Fund II are collectively referred to herein as the “Commodity Funds.”
Equity Funds
In August of 2001, following the success of Commodity Fund I, various members of Commodity
Fund I’s management team formed the Manager and together launched BP Capital Energy Equity Fund, L.P.
(“Fund I”), and subsequently in January 2004, an offshore fund, BP Capital Energy Equity Fund International
I, L.P. (“Offshore Fund I” and, together with Fund I, the “Original Funds”). The Original Funds currently
operate using a substantially similar investment strategy as Fund II.
Fund I’s investment strategy and approach is to use a top-down approach to making investments by
considering fundamental aspects of the supply and demand for energy as well as general oil and gas industry
conditions. As part of this process, Fund I identifies industry sectors either as long or short positions based on
internally-developed themes. Fund I also selects individual stocks within sectors using a bottom-up approach
based on valuation and anticipated sensitivity to the aforementioned sector themes. Energy futures
investments are made based on fundamental supply and demand trends and other “macro” variables. Offshore
Fund I is significantly smaller than Fund I, but generally utilizes the same investment approach as Fund I.
Fund II was launched on February 1, 2005 and utilizes a similar investment approach as Fund I.
Offshore Fund II also was launched on February 1, 2005, and follows substantially the same investment
program as Fund II. The Original Funds, Fund II and Offshore Fund II are collectively referred to herein as
the “Equity Funds.” The Manager currently serves as investment manager with respect to each of the Equity
Funds.
Certain Summary Financial Information for Fund II will be provided to prospective investors
separately from this Memorandum. Past performance of Fund II or any other client of the Manager or its
affiliates is not a reliable indicator of future performance of Fund II. See “Risk Factors.”
Prime Brokers, Custody and Handling of Funds
Custody of substantially all of Fund II’s assets is maintained by prime brokers, financial institutions
and other qualified custodians selected by the General Partner or the Manager in its sole discretion. The

EXHIBIT A-3

installation, maintenance contracts, maintenance and technical support charges and services, relocation
charges regarding all of the foregoing; internet service providers; order and trade management software, back-
up services, disaster recovery and related charges, and relocation charges regarding all of the foregoing;
portfolio management software, including back-up services, disaster recovery and related charges,
maintenance contracts, maintenance and technical support charges and services, and relocation charges
regarding the foregoing; trading turret equipment, back-up services, disaster recovery and related charges,
related infrastructure, replacement parts and installation, maintenance contracts, maintenance and technical
support charges and services, and relocation charges regarding all of the foregoing; wireless and hand-held
personal digital assistants; office rent, including security deposits and letters of credit; provision of office
space at no, or below market, cost; research-related travel expenses, including, without limitation, airfare,
hotels and taxis and automobile rentals; legal and accounting fees and the like; office equipment and
replacement parts (including, without limitation, photocopying, facsimile machines and toner cartridges); and
prime brokerage services.
All such property, products and services obtained with “soft dollars” generated by Fund II may be
used by the Manager to service accounts other than Fund II. “Soft dollar” payments or rebates of amounts
paid to brokers and dealers may arise from over-the-counter principal transactions, as well as exchange traded
agency transactions. Although “soft dollar” credits and usage by the Manager may vary from time to time,
the Manager currently does not receive any such property, products or services.
Section 28(e) of the Securities Exchange Act of 1934, as amended, permits the use of “soft dollars”
in certain circumstances, provided that Fund II does not pay a rate of commissions in excess of what is
competitively available from comparable brokerage firms for comparable services, taking into account various
factors, including commission rates, financial responsibility and strength and the ability of the broker to
efficiently execute transactions. Generally, only the use of commissions or “soft dollars” to pay for research
products and services falls within the “safe harbor” created by Section 28(e). Section 28(e) does not provide a
“safe harbor,” among other things, with respect to transactions effected on a principal basis, or transactions
effected in futures, currencies or certain derivative instruments. Commission dollars and other compensation,
including prime broker clearing fees and charges, generated by Fund II through transactions outside of the
“safe harbor” may be used to pay obligations actually incurred in connection with Fund II, or Fund II’s share
of obligations (as determined by the Manager) that are incurred in connection with Fund II and accounts
serviced by the Manager. In the event that the Manager elects to use its soft dollars for payment of all or a
portion of the costs and expenses of operations of the Manager as described above, such use will not be within
the safe harbor afforded by Section 28(e).
The Manager generally considers the amount and nature of the property, products and services
provided by brokers, including its prime brokers, as well as the extent to which such property, products and
services are relied upon, and attempts to allocate a portion of the brokerage business of Fund II on the basis of
those considerations. In addition, brokers sometimes suggest a level of business that they would like to
receive in return for the various property, products and services they provide. Actual brokerage business
received by any broker may be less than the suggested allocations, but can (and often does) exceed the
suggestions, because total brokerage is allocated on the basis of all the considerations described above. A
broker is not excluded from receiving business because it has not been identified as providing property,
products or services. The property, products or services, including investment information, received from
other brokers may be used by the Manager in servicing all of its accounts and not all such property, products
and services may be used by it in connection with Fund II. Nonetheless, the Manager believes that such
property, products and services, including investment information, may provide Fund II with benefits by
supplementing the property, products and services otherwise available to Fund II.

FOR
LIMITED PARTNERSHIP INTERESTS
IN

II, L.P.
L.P.
CAREFULLY REVIEW AND FOLLOW THE INSTRUCTIONS

IMMEDIATELY BEHIND THIS COVER PAGE.
INCOMPLETE AGREEMENTS AND QUESTIONNAIRES

WILL BE RETURNED TO SUBSCRIBERS FOR COMPLETION.
Confidential
Confidential
Do Not Copy
D0 or Circulate
Copy 0r Circulate
D-BP Cap Fund ll

ll Sub Docs l 105.doc
1105.doc

(viii) All other assets for which market quotations are not readily available are valued at fair value
as determined in good faith by the General Partner.
The fair value of any assets not referred to above (or the valuation of any assets referred to therein in
the event that the General Partner determines that market prices or quotations do not fairly represent the value
of particular assets) is determined by or pursuant to the direction of the General Partner. In these
circumstances, the General Partner attempts to use consistent and fair valuation criteria and may (but is not
required to) obtain independent appraisals at the expense of Fund II. In certain cases, the General Partner
may obtain two to three independent counterparty quotations for non-listed securities and value those assets at
the midpoint of the three prices. The General Partner’s net asset valuations generally are conclusive and
binding on all Partners. Except as otherwise determined by or at the direction of the General Partner,
investment and trading transactions are accounted for on the trade date. Accounts are maintained in U.S.
dollars and except as otherwise determined by or at the direction of the General Partner: (i) assets and
liabilities denominated in currencies other than U.S. dollars are translated at the rates of exchange in effect at
the close of the fiscal period (and exchange adjustments are recorded in the results of operations); and (ii)
investment and trading transactions and income and expenses are translated at the rates of exchange in effect
at the time of each transaction. The value of each security and each other asset of Fund II determined by the
General Partner is conclusive and binding on all of the Partners and all parties claiming through or under
them.

CONFLICTS OF INTEREST
General
Various actual and potential conflicts of interest exist among the General Partner, the Manager, their
affiliates and the Manager’s other clients (i.e., other investment funds), including (but not limited to) those
described below. The General Partner and the Manager generally attempt to handle these and other conflicts
of interest in a manner that they deem to be fair, equitable and reasonable under the circumstances, but there
can be no assurance that they will be successful in this attempt, and the result in any particular case may be
materially disadvantageous to Fund II or the Limited Partners relative to other interests. In any event,
prospective investors should be aware of the conflicting interests and incentives faced by the General Partner,
the Manager, their affiliates and their personnel and the possibility that such interests and incentives could
affect behavior, consciously or unconsciously.
The Manager has adopted and implemented a compliance manual and Code of Ethics, which sets
forth standards of business conduct for its employees. The Code of Ethics is designed primarily to educate
employees about the Manager’s philosophy regarding ethics and professionalism, emphasize the Manager’s
fiduciary duties to Fund II, the Manager’s other clients, encourage employees to comply with applicable laws,
prevent the misuse of insider information and other forms of market abuse and address conflicts of interest
that arise from personal trading by employees. A copy of the Code of Ethics is available to Limited Partners
upon request.
Fees
The Manager faces actual and potential conflicts of interest in achieving Fund II’s investment
objectives. Management fees, which are payable without regard to Fund II’s and Master Fund II’s
performance, could motivate the Manager, due to its affiliation with the General Partner, to gather more assets
than it can manage effectively, thereby diluting returns to Limited Partners. The Performance Allocation
allocated to BP Capital SLP, L.P., a Delaware limited partnership and affiliate of the General Partner and the
Manager (the “Special Limited Partner”), which is paid following a return of capital to Limited Partners,
could motivate the Manager, due to its affiliation with the Special Limited Partner, to make investment
decisions that are riskier or more speculative than would be the case if such arrangements were not in effect.
Individual employees of the Manager or its affiliates who are compensated to some extent based upon trading
profits for which they are responsible face the same potential conflict. In addition, because the Performance
Allocation is calculated on a basis that includes unrealized appreciation in Fund II’s portfolio, it may be
greater than if such allocations were based solely on realized gains.
Valuation
Because the Performance Allocation is calculated on a basis that includes unrealized appreciation in
Fund II’s portfolio based upon values assigned by the General Partner, the General Partner, due to its
affiliation with the Special Limited Partner, faces a conflict of interest in valuing Fund II’s portfolio. The
General Partner is involved in determining Net Asset Value, and this process involves substantial discretion
and subjectivity, particularly in the case of illiquid investments. Even the General Partner’s best judgment as
to fair value may not accurately reflect the prices at which Fund II could actually purchase or sell certain
assets. The General Partner’s involvement in the determination of Net Asset Value also impacts the
management fees payable to it or its affiliates.

Expense Allocation
Certain fees and expenses incurred by the General Partner and the Manager are charged to Fund II.
The General Partner faces a conflict of interest in determining whether to allocate a particular expense to
Fund II, Offshore Fund II, the General Partner, the Manager or other clients of the Manager or its affiliates.
Selection of Counterparties and Best Execution
Conflicts of interest exist in connection with the Manager’s selection of brokerage, custodial and
financing arrangements on behalf of Fund II, including those arising from investor relationships, capital
introduction services, gifts, entertainment and family and personal relationships.
Limitation of Liability, Indemnification and Trade Errors
Pursuant to various exculpation and indemnification provisions, the General Partner and its respective
affiliates (including the Manager) and personnel are generally not liable to Fund II or the Limited Partners for
any act or omission, absent willful misconduct or gross negligence, and Fund II generally is required to
indemnify such persons against any losses they may incur by reason of any act or omission related to Fund II
absent willful misconduct or gross negligence. As a result of these provisions, Fund II (and not the General
Partner, the Manager and their affiliates) will generally be responsible for losses resulting from trading errors
and similar human errors, even when such losses result from the General Partner’s or its affiliates’ negligence.
Notwithstanding the foregoing, the foregoing limitations on liability and indemnification obligations
will not be construed to relieve any indemnified party of any liability to the extent that such liability
may not be waived, modified or limited under applicable law (including liability under U.S. federal
securities laws which, under certain circumstances, impose liability even on persons acting in good
faith).
Other Activities of the Manager and its Affiliates
The Manager is not required to devote all or any specific amount of its time to Fund II, and its
activities outside of Fund II may require a substantial amount of time. The Manager provides advisory
services to clients other than Fund II, including the Original Funds, Offshore Fund II and separately managed
accounts (“Additional Clients”), and certain of the Additional Clients pursue the same or substantially similar
investment strategies and invest in the same or substantially similar investment products as Fund II. The
Manager and its principals may also engage in other or additional activities in the future and such other
activities may result in actual or potential conflicts of interest. The Manager and the General Partner also may
allow certain Limited Partners to invest side-by-side with Fund II in connection with certain investments, and
the General Partner and/or the Manager may receive fees in connection with such investments. Neither Fund
II nor the Limited Partners (as such) have any right to participate or to obtain an interest in any such
investment opportunities or any other outside activities of the General Partner, the Manager or their affiliates.
Certain Limited Partners may be invited to participate in such investment opportunities and other outside
activities, while other Limited Partners may not, in the sole discretion of the General Partner and the Manager.
In addition, the Manager’s other activities could subject Fund II to trading restrictions or position limits that
could prevent the Manager from acting in the best interest of Fund II. See “Risk Factors.”
The Manager, its principals and other employees and their respective affiliates may purchase or sell
for their own account financial instruments that are recommended to, or purchased or sold on behalf of, Fund
II and/or Additional Clients. In addition, the Manager, its principals and other employees and their respective
affiliates may purchase or sell financial instruments for Fund II while selling or purchasing the same financial
instruments on behalf of one or more Additional Clients. The Manager generally does not provide disclosure

to clients when the Manager, its principals, other employees or their respective affiliates purchase or sell for
their own account financial instruments that are recommended to, or purchased or sold on behalf of, Fund II
or Additional Clients.
Allocation of Investment Opportunities
The Manager may face actual or potential conflicts of interest when allocating investment
opportunities among Fund II, Additional Clients and other persons. The general policy of the Manager is to
allocate investment opportunities among its various clients in a fair and equitable manner based upon, among
other things, the investment objectives, guidelines and restrictions, risk profiles, financial condition and tax
status of such clients. In furtherance thereof, if each client participating in an aggregated order receives its
full desired allocation, then each participating client generally receives the average price per share paid or
received with transaction costs shared pro rata among participating clients. If each participating client
receives less than its full allocation, then each participating client generally receives its pro rata portion of the
executed order with transaction costs shared among all participating clients proportionately. Under certain
circumstances, the Manager has discretion to utilize alternative allocation procedures, provided that all
participating clients are treated fairly and equitably.
The Manager and its affiliates may establish and operate additional investment funds or enter into
other investment advisory relationships with other clients in the future (including clients who are also Limited
Partners in Fund II), and such other funds or clients may be allocated all or part of investment opportunities
that would also be appropriate for Fund II. The Manager and its affiliates may have differing financial
interests, direct or indirect, in the performance of Fund II and other clients. As a result, the Manager may
have an incentive to favor other funds or clients with regard to the allocation of opportunities or participation
in particular investments and with regard to the terms of any transactions among funds or clients. The
Manager also may face conflicts between the interests of Fund II and the interests of other clients and between
the interests of different groups of Limited Partners in Fund II.

BP Capital Energy Equity Fuud II, L.P.
Fund II, L.P.
(a
(a Delaware limited
partnership)
THE OFFERING OF SECURITIES DESCRIBED HEREIN HAS NOT BEEN REGISTERED

UNDER THE SECURITIES ACT OF 1933
1933,0 AS AMENDED. THIS OFFERING IS IS MADE
PURSUANT TO RULE 506 OF REGULATION D UNDER SECTION 4(2) 4(2) OF SAID ACT,
WHICH EXEMPTS FROM SUCH REGISTRATION TRANSACTIONS NOT INVOLVING
A PUBLIC OFFERING. FOR THIS REASON, THESE SECURITIES WILL BE SOLD
ONLY TO INVESTORS WHO MEET CERTAIN MINIMUM SUITABILITY
QUALIFICATIONS DESCRIBED HEREIN. THE SECURITIES OFFERED HEREBY
HAVE
HA VE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION, ANY STATE SECURITIES AUTHORITY OR ANY OTHER
REGULATORY AUTHORITY, NOR HAS ANY OF THE FOREGOING PASSED UPON
OR ENDORSED THE MERITS OF THIS DOCUMENT OR THE OFFERING. ANY
REPRESENTATION TO THE CONTRARY IS IS A CRIMINAL OFFENSE.
THE PURCHASE OF THE SECURITIES DESCRIBED HEREIN INVOLVES A HIGH

DEGREE OF RISK AND ISIS A SUITABLE INVESTMENT ONLY FOR PERSONS OF
ADEQUATE MEANS WHO HAVE N0 NO NEED FOR IMMEDIATE LIQUIDITY IN 1N THEIR
INVESTMENT IN THE FUND. A SUBSCRIBER SHOULD BE PREPARED TO BEAR
THE ECONOMIC RISK OF AN INVESTMENT IN THE FUND FOR AN INDEFINITE
PERIOD OF TIME BECAUSE THE LIMITED PARTNERSHIP INTERESTS HAVE NOT
BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933,
1933, AS AMENDED, OR THE
LAWS OF ANY OTHER JURISDICTION, AND, THEREFORE, CANNOT BE SOLD
UNLESS THEY ARE SUBSEQUENTLY REGISTERED OR AN EXEMPTION FROM
REGISTRATION IS IS NO OBLIGATION OF THE ISSUER TO
IS AVAILABLE. THERE IS
REGISTER THE LIMITED PARTNERSHIP INTERESTS UNDER THE SECURITIES ACT
1933, AS AMENDED, OR THE LAWS OF ANY OTHER JURISDICTION.
OF 1933,
TRANSFER OF THE LIMITED PARTNERSHIP INTERESTS IS IS RESTRICTED BY THE
TERMS OF THE AMENDED AND RESTATED LIMITED
LHVIITED PARTNERSHIP AGREEMENT
RELATING THERETO.

CIRCUMSTANCES.

BP Capital
Equity Fund II,
II, L.P.
L.P.
(a
T0 PROSPECTIVE INVESTORS
NOTICE TO
REGARDING COMPLIANCE WITH ANTI-MONEY
LAUNDERING REGULATIONS
To ensure
ensure compliance with with statutmy
statutmy and other generally
and other generally accepted
accepted principles
principles relating
relating to anti-
to anti-
money laundering,
laundering, the the General Partner may, in
Partner may, in its
its sole
sole discretion, require verification
discretion, require verification of
of identity
identity from any
from any
person that submits completed Subscription
person that submits completed Subscription Documents to
to the Fund prior to accepting such subscription.
the prior to accepting such subscription.
Depending on 0n the
the circumstances
circumstances of each each proposed
proposed subscription,
subscription, a detailed verification
a detailed verification may not not bebe
required
required if:
if: (a)
(a) the
the investor
investor is
is a
a recognized
recognized financial
financial institution;
institution; or
0r (b)
(b) the
the investor
investor makes the
the payment
payment
from an account
from an account heldheld in
in the
the investor's
investor’s name at at a recognized financial
a recognized financial institution.
institution. These exceptions
exceptions willwill
only
only apply
apply if if the
the financial
financial institution
institution refen-ed
refen'ed to
to above
above is within aa countty
is within recognized as
countly recognized as having
having sufficient
sufficient
anti-money
anti-money laundering regulations, such
laundering regulations, as aa member state
such as state of the
the European Union that that is subject
1's
to the
subject t0 the
EC Money Laundering
Laundering Directive or one of the countries that
Directive 0r one 0f the countries that make up the the Financial Action Task Force
Financial Action Force
("FATF")
(“FATF”) andand that
that is
is subject to the
subject t0 the FATF recommendations.
recommendations.
To verify
verify its
its identity,
identity, an
an individual
individual may be be required
required to to produce
produce aa copy
copy of of a passport or
a passport 01‘
identification
identification card certified
card certified by by a
a notary
notary public.
public, Corporate entities
COIporate entities may be
be required
required to produce a certified
t0 produce a certified
copy of the
copy of the ceitificate
cenificate of of incorporation
incorporation (and change of
(and change name), memorandum and articles
ofname), articles of
of association
association (or
(01'
equivalent),
equivalent), and
and the
the names,
names, occupations,
occupations, dates
dates of bi1th, and
of binh, and residential
residential and
and business
business addresses
addresses of
of all
all
directors and/or beneficial

directors and/or beneficial holders
holders of the applicant's
0f the applicant’s securities.
securities.
The General
General Partner
Partner reserves
resewes the right to
the right to request
request such additional information
such additional infonnation as as is necessary to
is necessary to
verify
verify the
the identity
identity ofof any person attempting
any person attempting to to subscribe
subscribe to to the Fund. Pending
the Fund. Pending the
the provision
provision of of evidence
evidence
satisfactory
satisfactory to the General
to the General Pa1tner
Panner asas to
to identity, the closing
identity, the closing 0fof aa sale
sale of
of Limited Paitner Interests
Limited Palmer to such
Interests t0 such
person
person may be delayed
delayed atat the
the absolute discretion of
absolute discretion 0f the
the General Partner. If
General Partner. If within
within a a reasonable period of
reasonable period of
time
time following
following a request for
a request verification of
for verification of identity,
identity, thethe General Partner has
General Partner not received
has not received evidence
evidence
satisfactmy to
satisfactory in its
t0 in its sole
sole discretion,
discretion, it
it may refuse
refuse t0to accept
accept the
the proposed
proposed subscription,
subscription, in which event
in which event all
all
subscription
subscription monies will will be returned
retumed without
without interest
interest t0 to the
the account
account from which
which such monies were
such monies were
originally
originally debited.
debited. Subscription monies also
Subscription monies also may be be rejected
rejected by
by General
General Partner
Partner ifif the
the remitting bank or
remitting bank or
financial institution is
financial institution is unknown to the General
t0 the Partner.
Generai Partner.

PRIVACY POLICY
In the normal course of its operation and dissolution, Fund II collects and discloses certain private
information about its Limited Partners. Personal financial information about the Limited Partners, such as
names, addresses, social security numbers, assets and incomes, is obtained from Subscription Documents and
other documents. Other personal information about the Limited Partners, such as capital account balances,
account data and information about their participation in other investments, is obtained in the course of
transactions between the Limited Partners and Fund II or its affiliates.
Except as described below, this private information is disclosed only as permitted by applicable law
to Fund II’s affiliates and service providers, including Fund II’s accountants, attorneys, broker-dealers,
custodians, transfer agents, and any other parties whose services are necessary or convenient to the formation,
operation or dissolution of Fund II. Any party receiving private information about the Limited Partners
pursuant to the preceding sentence is authorized to use such information only to perform the services required
and as permitted by applicable law. No party receiving a Limited Partner’s personal information is authorized
to use or share that information for any other purpose.
Access to private information about the Limited Partners is restricted to those employees of Fund II
who require such access to provide services to Fund II and to the Limited Partners. Fund II maintains
physical, electronic and procedural safeguards that comply with federal regulations to guard private
information about its Limited Partners.
In all events, Fund II may disclose Limited Partner information (i) to other Limited Partners as
required or permitted under the Partnership Agreement, and (ii) as otherwise required by applicable law.
The foregoing privacy notice reflects a privacy policy that has been adopted by the Manager. It may
be updated from time to time upon notice to the Limited Partners.

ACCOUNTING AND REPORTING
The financial statements of Fund II for each fiscal year are prepared in accordance with generally
accepted accounting principles (“GAAP”) and audited by Rothstein Kass & Company, P.C., or another
nationally recognized accounting firm. Copies of monthly account statements of Fund II are distributed to
Limited Partners as soon as practicable following the end of each fiscal month. Copies of annual audited
financial statements of Fund II are distributed to Limited Partners as soon as practicable following the close of
each fiscal year. To the extent practicable, Fund II provides estimated annual federal tax information in a
timely manner in order to assist Limited Partners in estimating their tax liabilities.
Unless a Limited Partner notifies the General Partner otherwise, it will be deemed to have consented
to the receipt of notices from Fund II, the General Partner and the Manager by electronic means, such as e-
mail.

Capital Energy Equity Fund JI,
BP Capital II, L.P.
L.P.
(a
(a Delaware limited
partnership)

II, LP.
260 Preston
8117 Preston Road
81 17 Preston
Dallas, Texas 75225
Dallas,
Ladies and Gentlemen:

Ladies and
You have informed the the undersigned

undersigned that that BP Capital Energy Equity
Capital Energy Equity Fund II,II, L.P.,
L.P., aa
Delaware
Delaware limited partnership (the
limited partnership (the "Fund"),
“Fund”), has has been
been fmmed pursuant to
fonned pursuant the Delaware
t0 the Delaware Revised
Revised
Uniform Limited Partnership Act
Limited Partnership Act and will be operated
will be operated in in accordance
accordance with
with its
its amended and
and restated
restated
limited
limited partnership
pafinership agreement,
agreement, dated
dated February
February 1, l, 2005,
2005, asas may be be amended from time to time
time to time (the
(the
"Partnership
“Partnership Agreement").
Agreement”). The general
general partner
partner of the Fund is BP Capital
of the 1's
Management, L.P.,
Capital Management, L.P., aa
Delaware
Delaware limited
limited pmtnership
pafinership (the
(the "General Partner"). The General
“General Partner”). Pmtner has
Generai Palmer has engaged
engaged TBP
Investments
Investments Management LLC, a a Delaware
Delaware limited
limited liability
liability company (the(the "Manager"),
“Manager”), t0to provide
provide
management and and administrative services to
administrative services to the
the Fund and to to source,
source, select,
select, determine
determine investments
investments in in
and
and monitor
monitor investments
investments by
by the
the Fund pursuant
pursuant to t0 an Investment Management Agreement between
an Investment between the the
Manager and the General
and the General Partner.
Partner. The undersigned hereby acknowledges receiving
undersigned hereby receiving a copy of
a copy 0f the
the
Confidential Private Placement Memorandum of
Confidential Private of the
the Fund dated
dated November 1, l, 2005, together with
2005, together with any
any
and
and all
all supplements thereto (collectively,
supplements thereto (collectively, the
the "Memorandum").
“Mem01'andum”).
I.
1. Subscription.
Subscription.
(a)
(a) Subject
Subject to
t0 the
the te1ms
telms and
and conditions
conditions of0f this
this Subscription
Subscription Agreement
Agreement
(the
(the "Agreement"),
“Agreement”), the
the undersigned
undersigned hereby
hereby tenders
tenders a
a subscription
subscription in
in the
the amount set
set fmth
forth on the
on the
signature
signature page
page hereto
hereto or
0r such
such lesser
lesser amount as
as the
the General
General Pattner
Palmer shall
shall choose
choose to
to accept
accept pursuant
pursuani to
to
Section 2(a) below
Section 2(a) below (the
(the "Subscription")
“Subscription”) for
for limited
limited pattnership
partnership interests
interests in
in the
the Fnnd
Fund ("Limited
(“Limited
Partner Interests").
Partner Interests”).
(b)
(b) The Subscription
Subscription shall be payable
shall be payable in
in full upon execution
full upon execution of
0f this
this
Agreement.
Agreement.
2.
2. Acceptance of Obligations Under Partnership Agreement. It
0f Agreement; Obligations It
is
is understood
understood and
and agreed that this
agreed that Agreement is
this Agreement is made subject to the
subject to the following terms and
following telms conditions:
and conditions:
(a)
(a) The General Partner shall
General Partner shall have
have the
the right
right to accept or
to acoept or reject
reject this
this
Agreement and
Agreement and shall have the
shall have the right
right to
to accept
accept or
0r reject
reject all
all or part of the
or part the Subscription in the
Subscription in the General
General

Fund II may also be required to report such action and to disclose the prospective investor or Limited
Partner’s identity to OFAC or other governmental and regulatory authorities.
Fund II may establish an account for the deposit of Capital Contributions and withdrawal proceeds.
Such an account may be established in the name of Fund II or an affiliate, including a trust entity established
for the purposes of opening accounts to hold such assets.

GENERAL INFORMATION
Legal Counsel
Haynes and Boone, LLP, with respect to matters of U.S. law, is acting as legal counsel to Fund II, the
General Partner and the Manager in connection with the ongoing offering of Limited Partner Interests.
Haynes and Boone, LLP may also represent Fund II, the General Partner, the Manager and certain of their
respective affiliates from time to time in a variety of different matters. In connection with this offering and
subsequent advice to Fund II, the General Partner, the Manager and their affiliates, Haynes and Boone, LLP
does not and will not represent the interests of the Limited Partners. It is not anticipated that separate counsel
will be retained by the General Partner or its affiliates to represent the interests of the Limited Partners.
Prospective investors are therefore urged to consult with their own legal, tax and financial advisors before
deciding whether to subscribe for Limited Partner Interests.
Representation of Fund II, the General Partner, the Manager and/or their affiliates by Haynes and
Boone, LLP is limited to the ongoing offering of Limited Partner Interests and to certain other specific matters
as to which Haynes and Boone, LLP has been consulted by Fund II, the General Partner, the Manager and
their affiliates. There may exist other matters that could have a bearing on Fund II, the Manager or their
affiliates as to which Haynes and Boone, LLP has not been consulted. In addition, Haynes and Boone, LLP
does not undertake to monitor the compliance of the Manager, the General Partner and their affiliates with the
investment program, valuation procedures and other guidelines set forth herein, nor does Haynes and Boone,
LLP monitor compliance with applicable laws. In the course of advising Fund II, the Manager, the General
Partner and their affiliates, there are times when the interests of the Limited Partners may differ from or
conflict with those of the Manager and/or the General Partner. For example, issues may arise relating to trade
errors, expenses to be charged to Fund II, allocation of investment opportunities, net asset determinations,
treatment of other Limited Partners, outside activities of principals and employees of the Manager, withdrawal
rights of Limited Partners and various other matters. Neither Haynes and Boone, LLP nor any other counsel
represents the Limited Partners’ interests in resolving such issues or any other issue relating to Fund II.
In preparing and reviewing this Memorandum, Haynes and Boone, LLP has relied on information
furnished to it by the General Partner, the Manager and/or their respective principals and affiliates, and it did
not investigate or verify the accuracy or completeness of the information provided thereby or set forth herein.
Access To Information
This Memorandum contains references to or summaries of certain provisions of the Fund Agreements
and certain other documents. All such summaries are qualified in their entirety by reference to said
documents, copies of which will be made available (subject to certain limitations and requirements) by the
General Partner upon request, and reference is made to such documents for complete information concerning
the rights and obligations of the parties thereto. Information contained herein has been obtained from sources
deemed reliable. Such information necessarily incorporates significant assumptions as well as factual matters.
During the course of the Offering, each prospective investor is invited to examine documents relating
to this investment and to ask questions of and obtain additional information from the General Partner
concerning the terms and conditions of the Offering or any other relevant matters (including, but not limited
to, additional information necessary to verify the accuracy of the information set forth herein) to the extent the
General Partner possesses such information or can acquire it without unreasonable effort or expense. Fund II
may be contacted, care of TBP Investments Management LLC, at 260 Preston Commons West, 8117 Preston
Road, Dallas, Texas 75225 and additional information may be obtained by calling (214) 265-4165.

EXHIBIT A-5

COPY NUMBER: _________________________________
PROSPECTIVE INVESTORS ELECTING NOT TO

MAKE AN INVESTMENT ARE REQUESTED TO
RETURN ALL OFFERING MATERIALS TO FUND II.
Confidential Private Placement Memorandum
November 1, 2005
Confidential
D-BP Cap Fund II PPM 1105.doc

CONFIDENTIAL
PRIVATE PLACEMENT MEMORANDUM
IMPORTANT NOTICES
THIS CONFIDENTIAL PRIVATE PLACEMENT MEMORANDUM (THE “MEMORANDUM”)

IS SUBMITTED IN CONNECTION WITH THE PRIVATE PLACEMENT (THE “OFFERING”) OF
LIMITED PARTNERSHIP INTERESTS (“LIMITED PARTNER INTERESTS”) BY BP CAPITAL
ENERGY EQUITY FUND II, L.P. (“FUND II”) AND MAY NOT BE REPRODUCED OR USED FOR
ANY OTHER PURPOSE. ANY PERSON WHO ACCEPTS DELIVERY OF THIS MEMORANDUM
AGREES TO HOLD IT IN CONFIDENCE AND, IF THAT PERSON ELECTS NOT TO INVEST IN
FUND II, TO EITHER RETURN OR DESTROY IT ALONG WITH ALL DOCUMENTS RELATED TO
FUND II. THIS MEMORANDUM IS FOR THE EXCLUSIVE USE OF THE INDIVIDUAL OR ENTITY
WHOSE NAME APPEARS ON THE COVER OF THIS MEMORANDUM, AND IS NOT TO BE SHOWN
TO ANY PERSON OTHER THAN SUCH INDIVIDUAL’S OR ENTITY’S FINANCIAL OR LEGAL
ADVISORS. REPRODUCTION OR DISTRIBUTION OF THIS MEMORANDUM, IN FULL OR IN PART,
AND THE DISCLOSURE OF ANY OF ITS CONTENTS IS PROHIBITED. THIS MEMORANDUM
CONSTITUTES AN OFFER ONLY IF A NAME AND MEMORANDUM IDENTIFICATION NUMBER
APPEAR IN THE APPROPRIATE SPACES PROVIDED FOR ON THE COVER OF THIS
MEMORANDUM, AND AN OFFER IS MADE ONLY TO THE PERSON NAMED.
THE AVAILABILITY OF EXEMPTIONS FROM APPLICABLE SECURITIES LAWS FOR THIS

OFFER AND SALE OF THE LIMITED PARTNER INTERESTS DEPENDS IN PART ON THE
QUALIFICATIONS AND INVESTMENT INTENT OF THE INVESTOR. THE INVESTOR WILL BE
REQUIRED TO REPRESENT TO FUND II THAT THE INVESTOR IS AN ACCREDITED INVESTOR,
AS DEFINED BY THE APPLICABLE SECURITIES LAWS, THAT THE INVESTOR IS ABLE TO BEAR
THE ECONOMIC RISK OF THIS INVESTMENT FOR AN INDEFINITE PERIOD AND THAT THE
INVESTOR IS ACQUIRING LIMITED PARTNER INTERESTS FOR ITS OWN ACCOUNT FOR
OF THE LIMITED PARTNER INTERESTS.

QUALIFIED ELIGIBLE PERSONS, AN OFFERING MEMORANDUM FOR THIS POOL IS NOT
REQUIRED TO BE, AND HAS NOT BEEN FILED WITH THE COMMODITY FUTURES TRADING
COMMISSION. THE COMMODITY FUTURES TRADING COMMISSION DOES NOT PASS UPON
THE MERITS OF PARTICIPATING IN A POOL OR UPON THE ADEQUACY OR ACCURACY OF AN
COMMISSION HAS NOT REVIEWED OR APPROVED THIS OFFERING OR ANY OFFERING
MEMORANDUM FOR THIS POOL.
IT IS ANTICIPATED THAT THE OFFERING AND SALE OF THE LIMITED PARTNER

INTERESTS OFFERED HEREBY WILL BE EXEMPT FROM REGISTRATION UNDER THE
SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND THE VARIOUS
STATE SECURITIES LAWS, AND THAT FUND II WILL NOT BE REGISTERED AS AN
INVESTMENT COMPANY UNDER THE INVESTMENT COMPANY ACT OF 1940, AS AMENDED.
D-BP Cap Fund II PPM 1105.doc i

THIS MEMORANDUM DOES NOT CONSTITUTE AN OFFER TO SELL OR A SOLICITATION OF AN
OFFER TO BUY LIMITED PARTNER INTERESTS IN ANY JURISDICTION TO ANY PERSON TO
WHOM IT IS UNLAWFUL TO MAKE SUCH OFFER OR SOLICITATION IN SUCH JURISDICTION.
NO TRANSFER OF THE LIMITED PARTNER INTERESTS MAY BE MADE EXCEPT

PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT
AND UNLESS QUALIFIED OR REGISTERED WITH APPLICABLE STATE SECURITIES
REGULATORY AGENCIES UNLESS FUND II HAS RECEIVED AN OPINION OF COUNSEL
SATISFACTORY TO IT THAT SUCH TRANSFER DOES NOT REQUIRE REGISTRATION AND
QUALIFICATION. THE TRANSFERABILITY OF THE LIMITED PARTNER INTERESTS IS
RESTRICTED PURSUANT TO THE TERMS OF THE LIMITED PARTNERSHIP AGREEMENT OF
FUND II, AS INDICATED IN THIS MEMORANDUM, AND IT IS NOT ANTICIPATED THAT THERE
WILL BE A MARKET FOR THE LIMITED PARTNER INTERESTS.
THE LIMITED PARTNER INTERESTS ARE SPECULATIVE SECURITIES, AND THIS

OFFERING INVOLVES SUBSTANTIAL RISKS AND CERTAIN MATERIAL CONFLICTS OF
INTEREST (SEE “RISK FACTORS” AND “POTENTIAL CONFLICTS OF INTEREST”) AND SHOULD
BE CONSIDERED ONLY BY THOSE PERSONS WHO CAN AFFORD THE RISK OF LOSS OF THEIR
ENTIRE INVESTMENT.
NO OFFERING LITERATURE OR ADVERTISING IN ANY FORM SHALL BE EMPLOYED

WITH RESPECT TO THE OFFERING OF THE LIMITED PARTNER INTERESTS, EXCEPT THE
INFORMATION CONTAINED HEREIN. ANY AND ALL LITERATURE, OTHER THAN THIS
MEMORANDUM RECEIVED BY ANY INVESTOR, WHETHER OR NOT AT THE BEHEST OF FUND
II, SHALL BE DISREGARDED AND SHALL HAVE NO FORCE OR EFFECT.
THE LIMITED PARTNER INTERESTS MAY BE PURCHASED SOLELY BY ELIGIBLE

PURCHASERS, AS DESCRIBED HEREIN, SUBJECT TO PRIOR SALE, WITHDRAWAL,
CANCELLATION OR MODIFICATION OF THE OFFERING WITHOUT NOTICE, AND ACCEPTANCE
OF THE SUBSCRIPTION DOCUMENTS AND CERTAIN FURTHER CONDITIONS. FUND II
RESERVES THE RIGHT TO WITHDRAW, CANCEL OR MODIFY SUCH OFFERING AND TO REJECT
SUBSCRIPTIONS IN WHOLE OR IN PART FOR THE PURCHASE OF ANY OF THE LIMITED
PARTNER INTERESTS OFFERED. IN ADDITION, THE RIGHT IS RESERVED TO CANCEL ANY
SALE IF SUCH SALE, IN THE OPINION OF FUND II OR ITS GENERAL PARTNER, WOULD
VIOLATE FEDERAL OR STATE SECURITIES LAWS.
OFFEREES AND SUBSCRIBERS ARE URGED TO READ THIS MEMORANDUM

CAREFULLY. ALL OFFEREES AND SUBSCRIBERS WILL BE OFFERED AN OPPORTUNITY TO
TALK WITH MANAGEMENT OF FUND II TO VERIFY ANY OF THE INFORMATION
INCLUDED HEREIN AND TO OBTAIN ADDITIONAL INFORMATION REGARDING FUND II. THIS
MEMORANDUM CONTAINS SUMMARIES OF CERTAIN DOCUMENTS. ADDITIONAL
MATERIALS WILL BE MADE AVAILABLE TO PROSPECTIVE INVESTORS FOR INSPECTION
DURING NORMAL BUSINESS HOURS UPON REASONABLE REQUEST TO FUND II OR ITS
GENERAL PARTNER.
THIS MEMORANDUM (TOGETHER WITH ANY AMENDMENTS OR SUPPLEMENTS

AND ANY OTHER INFORMATION THAT MAY BE FURNISHED TO PROSPECTIVE
INVESTORS BY FUND II) INCLUDES OR MAY INCLUDE CERTAIN STATEMENTS,
ESTIMATES AND FORWARD-LOOKING PROJECTIONS OF FUND II WITH RESPECT TO THE
ANTICIPATED FUTURE PERFORMANCE OF FUND II. SUCH STATEMENTS, ESTIMATES AND
D-BP Cap Fund II PPM 1105.doc ii

FORWARD-LOOKING PROJECTIONS REFLECT VARIOUS ASSUMPTIONS OF MANAGEMENT
THAT MAY OR MAY NOT PROVE TO BE CORRECT AND INVOLVE VARIOUS RISKS AND
UNCERTAINTIES.
THE DELIVERY OF THIS MEMORANDUM OR MATERIALS AVAILABLE UPON REQUEST

AT ANY TIME DOES NOT IMPLY THAT THERE HAS BEEN NO CHANGE IN THE INFORMATION
SINCE THE DATE HEREOF.
EXCEPT AS DISCUSSED HEREIN, NO PERSON HAS BEEN AUTHORIZED BY FUND II TO

GIVE ANY INFORMATION OR TO MAKE ANY REPRESENTATION CONCERNING FUND II OTHER
THAN THOSE CONTAINED IN THIS MEMORANDUM IN CONNECTION WITH THE OFFERING
DESCRIBED HEREIN, AND IF GIVEN OR MADE, SUCH OTHER INFORMATION OR
REPRESENTATION MUST NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED BY FUND II.
NO STATEMENT CONTAINED HEREIN WILL BE DEEMED TO MODIFY, SUPPLEMENT OR
CONSTRUE IN ANY WAY THE PROVISIONS OF ANY DOCUMENT ATTACHED HERETO AS AN
EXHIBIT OR ANY OF THE LANGUAGE CONTAINED THEREIN, AND ANY STATEMENT MADE
HEREIN WITH RESPECT TO ANY SUCH DOCUMENT IS QUALIFIED BY REFERENCE THERETO.
THE INVESTOR IS NOT TO CONSTRUE THE CONTENTS OF THIS MEMORANDUM OR OF

ANY PRIOR OR SUBSEQUENT COMMUNICATIONS FROM FUND II OR ANY OF ITS EMPLOYEES
OR AFFILIATES AS INVESTMENT, LEGAL OR TAX ADVICE. THE INVESTOR SHOULD CONSULT
ITS OWN COUNSEL, ACCOUNTANT AND OTHER PROFESSIONAL ADVISORS AS TO LEGAL,
TAX AND OTHER RELATED MATTERS CONCERNING ITS INVESTMENT.
IN MAKING AN INVESTMENT DECISION, INVESTORS MUST RELY ON THEIR OWN

EXAMINATION OF FUND II AND THE TERMS OF THE OFFERING, INCLUDING THE MERITS AND
RISKS INVOLVED.
For Florida Residents Only:
THE SECURITIES BEING OFFERED HAVE NOT BEEN REGISTERED WITH THE FLORIDA
DIVISION OF SECURITIES. IF SALES ARE MADE TO FIVE OR MORE FLORIDA PURCHASERS,
EACH SALE IS VOIDABLE BY THE PURCHASER WITHIN THREE (3) DAYS AFTER THE FIRST
TENDER OF CONSIDERATION IS MADE BY SUCH PURCHASER TO THE ISSUER, AN AGENT OF
THE ISSUER OR AN ESCROW AGENT OR WITHIN THREE (3) DAYS AFTER AVAILABILITY OF
THAT PRIVILEGE IS COMMUNICATED TO SUCH PURCHASER, WHICHEVER OCCURS LATER.
For New Hampshire Residents Only:
NEITHER THE FACT THAT A REGISTRATION STATEMENT OR AN APPLICATION FOR A

LICENSE HAS BEEN FILED WITH THE STATE OF NEW HAMPSHIRE NOR THE FACT THAT A
SECURITY IS EFFECTIVELY REGISTERED OR A PERSON IS LICENSED IN THE STATE OF NEW
HAMPSHIRE CONSTITUTES A FINDING BY THE NEW HAMPSHIRE SECRETARY OF STATE
THAT ANY DOCUMENT FILED UNDER NEW HAMPSHIRE RSA 421-B IS TRUE, COMPLETE AND
NOT MISLEADING. NEITHER ANY SUCH FACT NOR THE FACT THAT AN EXEMPTION OR
EXCEPTION IS AVAILABLE FOR A SECURITY OR A TRANSACTION MEANS THAT THE NEW
HAMPSHIRE SECRETARY OF STATE HAS PASSED IN ANY WAY UPON THE MERITS OR
QUALIFICATIONS OF, OR RECOMMENDED OR GIVEN APPROVAL TO, ANY PERSON,
SECURITY, OR TRANSACTION. IT IS UNLAWFUL TO MAKE, OR CAUSE TO BE MADE, TO ANY
D-BP Cap Fund II PPM 1105.doc iii

PROSPECTIVE PURCHASER, CUSTOMER, OR CLIENT ANY REPRESENTATION INCONSISTENT
WITH THE PROVISIONS OF THIS PARAGRAPH.
For Pennsylvania Residents Only:
EACH PERSON WHO ACCEPTS AN OFFER TO PURCHASE THE SECURITIES OFFERED

HEREBY HAS A RIGHT TO WITHDRAW HIS, HER OR ITS ACCEPTANCE PURSUANT TO SECTION
207(m) OF THE PENNSYLVANIA SECURITIES ACT OF 1972 (70 P.S. §1-207(m)). SUCH PERSON
MAY ELECT, WITHIN TWO (2) BUSINESS DAYS FROM THE DATE OF RECEIPT BY THE ISSUER
OF HIS, HER OR ITS WRITTEN BINDING CONTRACT OF PURCHASE (OR IN THE CASE OF A
TRANSACTION IN WHICH THERE IS NO BINDING CONTRACT TO PURCHASE, WITHIN TWO (2)
BUSINESS DAYS AFTER HE MAKES THE INITIAL PAYMENT FOR THE SECURITIES), TO
WITHDRAW FROM HIS, HER OR ITS PURCHASE AGREEMENT AND RECEIVE A FULL REFUND
OF ALL MONIES PAID. SUCH A WITHDRAWAL WILL BE WITHOUT ANY FURTHER LIABILITY
TO ANY PERSON. TO ACCOMPLISH THIS WITHDRAWAL, A LETTER OR TELEGRAM
SHOULD BE SENT TO BP CAPITAL ENERGY EQUITY FUND II, L.P., 260 PRESTON COMMONS
WEST, 8117 PRESTON ROAD, DALLAS, TEXAS 75225, INDICATING THE INTENTION TO
WITHDRAW. SUCH LETTER OR TELEGRAM SHOULD BE SENT AND POSTMARKED PRIOR TO
THE END OF THE AFOREMENTIONED SECOND BUSINESS DAY.
____________________
D-BP Cap Fund II PPM 1105.doc iv

(b)
(b) The Fund has
has made available
available tot0 the
the undersigned,
undersigned, during
during the
the course of
course of
this transaction and
this transaction and prior
prior to
to the purchase of any
the purchase any of the
the Limited Partner
Partner Interests,
Interests, the
the oppmtunity
opportunity to ask
t0 ask
questions
questions of and receive
0f and receive answers from the the General
General Partner
Partner oror any
any of0f its
its principals
principals conceming the the te1ms
terms
and
and conditions of the
conditions of the offering
offering described in the
described in the Memorandum, and and toto obtain
obtain any
any additional
additional information
information
necessaIy to
necessaty to verify the information
verify the information contained
contained inin the
the Memorandum or 0r otherwise
otherwise relative to the
relative to the financial
financial
data and business
data and business of
of the
the Fund,
Fund, to the extent
to the that such
extent that parties possess
such parties possess such
such information
information or or can
can acquire
acquire it
it
without unreasonable effort

without unreasonable effort or
01' expense,
expense, and all
all such questions, if
such questions, if asked,
asked, have been answered satisfactorily
satisfactorily
and
and all
all such
such documents,
documents, if if examined,
examined, have been foundfound to
t0 be
be fully
fully satisfactory to the
satisfactory to the undersigned.
undersigned.
(c)
(c) The
The undersigned understands and
undersigned understands and acknowledges
acknowledges that that (i)
(i) the
the undersigned
undersigned
must bear
bear the
the economic
economic risk risk of the undersigned's investment
0f the undersigned’s investment in in the
the Limited Partner Interests
Limited Partner until the
Interests until the
termination of
termination the Fund or
of the until the
01' until the undersigned
undersigned withdraws
withdraws from the the Fund in in accordance
accordance with with the
the
Partnership
Pafinership Agreement;
Agreement; (ii) (ii) the
the Limited
Limited Partner Interests have
Partner Interests have not not been registered under the
registered under the Securities
Securities Act Act
or
0r any
any state
state securities
securities lawslaws and are being offered
are being offered and sold sold in reliance upon exemptions
in reliance exemptions provided
provided in in the
the
Securities
Securities ActAct andand state
state securities
securities laws
laws for transactions not
for transactions not involving
involving any public offering
any public offering aud,
and, therefore,
therefore,
cannot
cannot be be resold
resold or transferred unless
or transferred unless theythey are are subsequently
subsequently registered
registered under the the Securities
Securities Act and and
applicable
applicable state laws or
state laws or unless
unless an exemption
exemption from such registration is
such registration is available;
available; (iii)
(iii) the
the undersigned
undersigned is is
purchasing the
purchasing the Limited
Limited Partner
Farmer Interests
Interests forfor investment
investment purposes
purposes only only for
for the
the account
account 0f of the
the undersigned
undersigned
and not with
and not with any any view
View toward a a distribution thereof; (iv)
distribution thereof; (iv) the undersigned is
the undersigned investing in
is investing the Fund as
in the as aa
common investment
investment vehiclevehicle rather
rather than
than as as aa means to to facilitate
facilitate separate
separate investment
investment decisions
decisions of holders
holders
of
of interests
interests in in the
the undersigned;
undersigned; (v) (v) the
the undersigned
undersigned has has n0 no contract, undertaking, agreement
contract, undenaking, agreement or or
arrangement
arrangement with with anyany person to to sell, transfer or
sell, transfer pledge to
0r pledge to such
such person
person or or anyone
anyone elseelse anyany of
0f the
the Limited
Limited
Pattner
Palmer Interests
Interests that the undersigned
that the undersigned hereby hereby subscribes
subscribes t0 to purchase
purchase or or any
any part
part thereof,
thereof, andand thethe
undersigned has
undersigned has no present
present plans
plans tot0 enter
enter into
into any
any such contract,
contract, unde1taking,
undertaking, agreement or 01' arrangement;
arrangement;
(vi)
(vi) the
the Limited
Limited Pattner
Palmer Interests
Interests cannot
cannot be be sold
sold oror transferred
transferred withoutwithout thethe prior
prior written
written consent
consent of 0f the
the
General Paitner, which
General Palmer, which may be be withheld
withheld in in its
its sole
sole discretion
discretion and and will
will be Withheld
withheld if transfer could
if transfer could cause
cause
the
the Fund to to become subjectsubject to to regulation
regulation under federal federal lawlaw as as anan investment company or
investment company or would subject
subject
the Fund t0
the to adverse
adverse tax consequences; (vii)
tax consequences; (vii) no transfer
transfer of the Limited
0f the Partner Interests
Limited Partner Interests by by the
the undersigned
undersigned
will
will be pe1mitted to
be pennitted t0 any
any person
person whose assets assets areare of
0f the type described
the type described in in Section
Section 5(r)5(1') below ; (viii)
; (viii) there
there
will be
will no public
be no public market
market for for the
the Limited
Limited Paituer
Palmer Interests;
Interests; (ix) (ix) any
any disposition
disposition of of the Limited Partner
the Limited Partner
Interests
Interests may resultresult inin unfavorable
unfavorable tax tax consequences
consequences to to the undersigned; (x)
the undersigned; (x) the
the Fund does not have
does not have any
any
obligation
obligation or or intention
intention to t0 register
register thethe Limited
Limited Partner
Partner Interests
Interests for for sale
sale under
under the the Securities
Securities Act,Act, any
any state
state
securities
securities laws
laws or or ofof supplying
supplying the the information
information which may be necessmy to
be necessaly t0 enable
enable thethe undersigned
undersigned to to sell
sell
Limited Partner
Limited Partner Interests;
Interests; (xi) the undersigned
(xi) the undersigned has has n0no right
right to to require
require thethe registration
registration 0f of the Limited
the Limited
Partner
Partner Interests under the
Interests under the Securities
Securities Act or or Blue
Blue SkySky Laws or other applicable
01' other applicable securities regulations; and
securities regulations; and
(xii) the undersigned
(xii) the undersigned has has been advised
advised to to consult
consult his,
his, her
her or or its
its own attomey,
attomey, accountant
accountant or 01' investment
investment
advisor
adviser with respect to
with respect to the terms of
the terms of the
the Partnership
Partnership Agreement and and this Agreement.
this Agreement.
(d)
(d) The undersigned
The undersigned is aware and
is aware and acknowledges that (i)
acknowledges that (i) the
the Fund has
has onlv
onlv a a
limited operating history;
kimited operating (ii) the
history; (ii) Limited Partner
the Limited Interests involve
Partner Interests involve aa substantial
substantial degree
degree of 0f risk
risk of
of loss
loss of
of
the undersigned's
the undersigned’s entire
entire investment,
investment, and there is
and there no assurance
is n0 assurance ofof any
any income from such such investment;
investment; (iii)
(iii)
any federal
any federal and/or
and/or state
state income taxtax benefits
benefits that
that may be be available
available to
to the undersigned may be
the undersigned lost through
be lost through
the adoption of
the adoption of new laws
laws or0r regulations
regulations or
0r changes
changes to to existing
existing laws
laws and regulations
regulations or or changes
changes in the
in the
interpretation of
intelpretation 0f existing
existing laws
laws and
and regulations;
regulations; (iv) the undersigned,
(iv) the undersigned, inin making its
its investment,
investment, is is relying
relying
solely upon the
solely upon the advice
advice of the the undersigned's
undersigned’s personal
personal taxtax advisor
advisor with
with respect
respect to the tax
to the tax aspects
asPects ofof an
an
investment
investment inin the
the Fund;
Fund; and (v) (v) because
because there
there are
are substantial restrictions on
substantial restrictions 0n the transferability of
the transferability the
of the
Limited Panner
Limited Pmtner Interests
Interests it not be possible
it may not possible for
for the
the undersigned
undersigned toto liquidate
liquidate its
its investment
investment readily
readily in
in
any
any event, including in
event, including case of
in case 0f an
an emergency.
emergency.

SUMMARY OF PRINCIPAL TERMS
The following is a summary of certain facts about a proposed offering of limited partnership interests by
BP Capital Energy Equity Fund II, L.P. For a more detailed description of the information referenced in this
summary, prospective investors should review in detail this Confidential Private Placement Memorandum
and the Amended and Restated Agreement of Limited Partnership of BP Capital Energy Equity Fund II, L.P.
(the “Partnership Agreement”), a copy of which is contained as Appendix I hereto, and the Amended and
Restated Agreement of Limited Partnership of BP Capital Energy Equity Fund Master II, L.P. (the “Master
Fund Partnership Agreement”), a copy of which is attached hereto as Appendix II. Each of the Partnership
Agreement and the Master Fund Partnership Agreement are incorporated herein by reference. Prospective
investors also should carefully consider the information below under the heading “Risk Factors.”
The Fund BP Capital Energy Equity Fund II, L.P., a Delaware limited
partnership (“Fund II”). Fund II’s address is 260 Preston
Commons West, 8117 Preston Road, Dallas, Texas 75225, and
Fund II’s telephone number at this address is (214) 265-4165.
General Partner Fund II was organized in January 2005 and is operated by

BP Capital Management, L.P., a Delaware limited partnership
which serves as the general partner of Fund II (the “General
Partner”).
Investment Strategy Fund II’s principal objective is to achieve capital appreciation

through investments in securities, futures contracts and other
financial instruments indirectly through BP Capital Energy Equity
Fund Master II, L.P., a Cayman Islands exempted limited
partnership (“Master Fund II”). The General Partner currently
intends to allocate approximately ninety percent (90%) of Fund II’s
capital to the equity markets in stocks of companies engaged in
the energy, natural resources and energy-dependent industries. The
General Partner currently intends to allocate the remaining ten
percent (10%) of Fund II’s assets to energy futures contracts.
Fund II employs an investment strategy based on diversification
within the energy sector, managed market exposure achieved by a
long-short equity structure and limited energy commodity risk
through the ten percent (10%) allocation described above. Fund II
intends to use leverage in connection with its equity investments
and utilize the inherent leverage in its futures positions. See
“Business” for a more detailed description of Fund II’s investment
strategy.
In September 2004, BP Capital International Management, Inc.

(“BP Capital Offshore”), a general partner of Master Fund II,
formed BP Capital Energy Equity Fund International II, L.P., a
Cayman Islands exempted limited partnership (“Offshore Fund
II”), with the same general investment strategy as Fund II. Fund II
and Offshore Fund II will both invest in Master Fund II. Master
Fund II may admit other investors into Master Fund II.
D-BP Cap Fund II PPM 1105.doc 1

Eligible Investors Limited Partner Interests may be purchased only by investors who
are “eligible purchasers” as defined herein and in Fund II’s
subscription documents. The General Partner reserves the right to
reject subscriptions in its absolute discretion.
Capital Contributions The minimum subscription for a limited partner (a “Limited

Partner”) is $1.0 million (the “Minimum Subscription”), although
subscriptions of lesser amounts may be accepted in the sole
discretion of the General Partner. The General Partner and the
Limited Partners are collectively referred to herein as the
“Partners.”
Subscription Acceptances Subscriptions will be accepted beginning February 1, 2005. Fund

II will conduct a continuous offering and will accept additional
subscriptions as set forth in the Partnership Agreement.
A Limited Partner admitted to Fund II will, upon admission, be

required to contribute to Fund II an amount equal to its initial
Capital Contribution. In consideration of any such Capital
Contribution, a Limited Partner will receive a limited partnership
interest (“Limited Partner Interest”) in Fund II representing its
ownership interest in Fund II based on the Net Asset Value of
Fund II at such time.
Management Fee Under the terms of the Master Fund Partnership Agreement, Master
Fund II will pay to the General Partner each calendar month a
management fee equal to one-twelfth (1/12) of 1.75% (1.75% per
annum) of the aggregate capital account balances of Fund II in
Master Fund II as of that month.
Performance Allocation Pursuant to the Master Fund Partnership Agreement, a performance

allocation will be re-allocated from the capital account of Fund II
in Master Fund II to the capital account of the General Partner in
Master Fund II. Subject to certain limitations set forth in the
Master Fund Partnership Agreement (as described, in part, below),
the performance allocation will be equal to twenty percent (20%)
of Fund II’s allocable share of net profits for the applicable fiscal
year.
The performance allocation is subject to a “high water mark”

limitation. As a result, after the first year in which a performance
allocation is earned, the performance allocation for subsequent
years applies only to the extent that Fund II’s pro rata share of net
profits, measured on a cumulative basis, for all years since
admission exceeds the highest level of such cumulative net profits
achieved through the close of any prior year since admission. If
Fund II makes a withdrawal at a time when its capital account
balance is below its historic “high water mark,” the level will be
ratably reduced to reflect such withdrawal.

In the event of a complete or partial withdrawal by Fund II from
Master Fund II, the performance allocation will be calculated
through the withdrawal date. In addition, the performance
allocation will be calculated and charged upon liquidation of
Master Fund II.
Withdrawals Each Limited Partner that has held its Limited Partner Interest for
at least six (6) months (the “Initial Lock-Up Period”) will be
permitted to make complete or partial withdrawals from Fund II as
of the close of business on the last day of each calendar quarter;
provided, however, if for any calendar quarter Limited Partners
submit effective withdrawal notices requesting withdrawals in an
aggregate amount in excess of twenty-five percent (25%) of Fund
II’s Net Asset Value, then all such requests shall be adjusted
downward proportionately so that the aggregate amount of such
requested withdrawals shall equal an amount equal to twenty-five
percent (25%) of Fund II’s Net Asset Value or such greater amount
if the General Partner so determines (such restriction being referred
to herein as the “Withdrawal Gate”).
Within thirty (30) days of the due date for withdrawal notices, the
General Partner shall make such calculations and shall advise all
Limited Partners who requested withdrawals of the amount of their
permitted withdrawal. Notice of any withdrawal must be given in
writing at least ninety (90) days prior to the proposed withdrawal
date. The General Partner may, in its sole discretion, waive such
notice requirements. At least ninety percent (90%) of the estimated
amount due normally will be settled in cash or, subject to the sole
discretion of the General Partner, wholly or partially with securities
or other assets of Fund II whether readily or not readily marketable
within ten (10) business days after the withdrawal date; provided
that the General Partner may delay such payment if such delay is
reasonably necessary to prevent such withdrawal from having a
material adverse effect on Fund II. Any remaining balance will be
settled promptly following completion of the audit of Fund II’s
financial statements for the applicable year.
No withdrawal fee is payable upon withdrawal by a Limited

Partner of amounts from its capital account. However, for the
benefit of Fund II, the General Partner may withhold from any
distribution to a withdrawing Limited Partner an amount
representing the actual third-party costs incurred by Fund II with
respect to such withdrawal.
Partial withdrawals shall be permitted subject to a requirement that

Limited Partners maintain a capital account balance equal to at
least the Minimum Subscription, although lower capital account
balances may be permitted by the General Partner in its sole
discretion.

The General Partner reserves the right, in its sole discretion, to
require the complete (but not partial) withdrawal of any Limited
Partner as of the end of an accounting period on not less than thirty
(30) days’ notice. Settlements will be made in the same manner as
voluntary withdrawals.
Notwithstanding the foregoing, the General Partner and its

affiliates will be permitted to make cash withdrawals from their
capital accounts at any time that the Limited Partners are permitted
to do so without notice to the Limited Partners.
Distributions Subject to the withdrawal rights described herein, the earnings of

Fund II will normally be reinvested, and Fund II will not ordinarily
make distributions to its Partners. Except in connection with the
liquidation of Fund II, the timing, amount and type of any
distributions made to the Partners shall be determined by the
General Partner.
Tax Allocations Fund II and Master Fund II shall be taxable in the United States as
partnerships. As a result, income, expenses, gains and losses of
Fund II and Master Fund II will generally be allocated among its
respective Partners (in the case of Master Fund II, including Fund
II as a Partner.)
Net Asset Value The “Net Asset Value” of Fund II is the amount by which the value
of Fund II’s assets, including the value of its interest as a limited
partner in Master Fund II, exceeds the amount of its liabilities, as
Prospective investors should be aware that situations involving

uncertainties as to the valuation of Fund II’s investments could
have a material adverse effect on Fund II’s Net Asset Value if the
judgment of the General Partner regarding appropriate valuations
should prove to be incorrect. Absent bad faith or manifest error,
the General Partner’s Net Asset Value determinations are
conclusive and binding on all Partners.
Appropriate reserves may be accrued and charged against Net

Asset Value, with such reserves to be in the amounts (subject to
increase or reduction) that the General Partner in its sole discretion
Subscription Acceptance Expenses The General Partner will bear all Subscription Acceptance
expenses, including legal and accounting fees, printing costs, travel
costs, “blue sky” filing fees and other out-of-pocket expenses of
Fund II incurred in connection with any Subscription Acceptance
of Fund II.

Other Expenses Fund II, directly or indirectly through Master Fund II, will pay all
costs and expenses relating to Fund II’s activities, including the
legal, auditing and accounting expenses (including the maintenance
of books and records), costs for the preparation of Fund II’s
financial statements, tax returns, and IRS Forms K-1, expenses of
the meetings of the Limited Partners, if any, and other expenses
associated with the acquisition, holding and disposition of
investments, as well as extraordinary expenses, such as litigation.
The General Partner will pay all of its own overhead costs,
including salaries, office rent and supplies.
Indemnification Fund II will indemnify the General Partner and its agents, affiliates
and personnel against claims, liabilities and expenses, including
legal fees, respectively incurred by them by reason of their
activities on behalf of Fund II or the Partners (assuming the
absence of gross negligence fraud, bad faith, reckless disregard of
fiduciary duty, material breach of the Partnership Agreement or
willful misconduct). Limited Partners will not be individually
obligated with respect to that indemnification beyond the amount
of their unreturned Capital Contributions.
Transfers A Limited Partner generally may not assign, sell, transfer, pledge,
hypothecate or otherwise dispose of any of such Limited Partner’s
Limited Partner Interest except in limited instances.
Periodic Reports to Limited Fund II will provide to Limited Partners annual audited financial
Partners statements, quarterly portfolio reports and annual U.S. income tax
information. Such reports will include a statement of the Net Asset
Value as of the subject date, but for confidentiality reasons, such
reports will not include any disclosure of Fund II’s portfolio
holdings, except as required by U.S. GAAP. See “Accounting and
Reporting.”
Fiscal Periods Fund II’s fiscal year end shall be December 31. Fund II’s fiscal
quarter ends shall be March 31, June 30, September 30, and
December 31. See “Accounting and Reporting.”
Tax and ERISA Matters Limited Partners are encouraged to consult their advisors
concerning the U.S. federal, state, local and foreign tax
consequences of an investment in Fund II. Limited Partners
subject to the Employee Retirement Income Security Act of 1974,
as amended (“ERISA”), also should consult their advisors as to the
effect of ERISA on an investment in Fund II. See “Certain ERISA,
Tax and Regulatory Matters.”

Legal Matters Limited Partner Interests are being offered in a continuous offering
pursuant to Regulation D promulgated under the Securities Act of
1933, as amended. Fund II also operates under an exemption under
Commodity Futures Trading Commission (“CFTC”) Rule 4.7 in
connection with commodity pools whose participants are limited to
qualified eligible persons under applicable commodities
regulations. Limited Partner Interests may be purchased only by
investors who are “eligible purchasers” as defined herein and in
Fund II’s subscription documents. The General Partner reserves
the right to reject subscriptions in its absolute discretion. See
“Eligibility Requirements.”
Accountants Ernst & Young LLP
Risk Factors Fund II is speculative and involves a high degree of risk, including
the risk of loss of an investor’s entire investment in Fund II. See
“Risk Factors.”

ELIGIBILITY REQUIREMENTS
The Limited Partner Interests being offered hereunder are not being registered under the Securities
Act of 1933, as amended (the “Securities Act”), or under state securities laws in reliance upon exemptions
contained in the Securities Act and in state securities laws for transactions not involving a public offering.
Accordingly, offers and sales of Limited Partner Interests will be made only to prospective investors who
satisfy, among other things, the following eligibility requirements:
1. On the basis of its financial situation and needs, the investor must confirm and represent that it has the
ability to bear the economic risks of the investment in Fund II, including the risk of loss of the investor’s
entire investment;
2. The investor must confirm and represent that the investor, either alone or with its personal
representative(s), is sophisticated and has sufficient knowledge and experience in financial, business and
investment matters so that it is or they are capable of evaluating the merits and risks of the prospective
investment;
3. The investor must confirm and represent that the Limited Partner Interest is being acquired for
investment purposes and not with a view to distribution or resale;
4. The investor must confirm and represent that the investor is an “eligible purchaser,” meaning that the
investor is both a Qualified Purchaser (as defined below) as referenced in Section 2(a)(51) and 3(c)(7) of the
Investment Company Act of 1940, as amended (the “Investment Company Act”), and an Accredited Investor
(as defined below) under the Securities Act;
5. The investor must confirm its identity and the identity of its beneficial owners (if applicable) in a
manner sufficient to ensure compliance by Fund II and the General Partner with the Uniting and
Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism (USA
PATRIOT ACT) Act of 2001 (the “Patriot Act”); and
6. The investor must make certain other representations to Fund II including, but not limited to,
representations as to the information described in items 1 through 5 above, as well as to the investor’s access
to information concerning Fund II’s ability to bear the economic risk of the investment and net worth.
A Qualified Purchaser under Section 2(a)(51) of the Investment Company Act includes: (i) a natural
person (including any person who holds a joint, community property, or similar shared ownership interest in
Fund II with such person’s Qualified Purchaser spouse) who owns not less than $5 million in Investments (as
defined in the Investment Company Act), (ii) an entity that owns not less than $5 million in Investments and
that is owned directly or indirectly by or for two or more natural persons who are related as siblings or
spouses (including former spouses), or direct lineal descendants by birth or adoption, spouses of such persons,
the estates of such persons, or foundations, charitable organizations, or trusts established by or for the benefit
of such persons, (iii) a natural person or entity acting for its own account or the accounts of other Qualified
Purchasers, who in the aggregate owns or invests on a discretionary basis, not less than $25 million in
Investments, or (iv) an entity each beneficial owner of which is a Qualified Purchaser. The Securities and
Exchange Commission has promulgated rules defining the term “Investments” to include, generally,
investments in securities (other than controlling interests in certain privately-held companies), commodity
interests, real estate and cash and cash equivalents held for investment purposes. The term “Investments” is
fully defined in the Subscription Documents (as defined below) included as Appendix IV.

A partnership, corporation or business trust will qualify as an Accredited Investor if either (i) it has
assets in excess of $5 million and was not formed for the specific purpose of acquiring Interests or (ii) all of
its equity owners are Accredited Investors (which can include individuals who meet the requirements of
clause (i), (ii) or (iii) in the last sentence of this paragraph). A trust other than a business trust or a revocable
grantor trust will qualify as an Accredited Investor if either (i) its trustee is a bank or savings and loan
association or (ii) it has assets in excess of $5 million, it was not formed for the specific purpose of acquiring
Interests and its investment decisions are made by a person who is experienced in business and financial
matters and is capable of evaluating the merits and risks of an investment in Interests. A revocable grantor
trust will qualify as an Accredited Investor if either (i) all of its grantors are Accredited Investors (which can
be individuals who meet the requirements of clause (i), (ii) or (iii) in the last sentence of this paragraph) or
(ii) it would qualify as an Accredited Investor as described in the preceding sentence. In general, a trust other
than a business trust or a revocable grantor trust will not qualify as an Accredited Investor solely because all
of its grantors and/or all of its beneficiaries are Accredited Investors (although under certain limited
circumstances an irrevocable grantor trust may qualify as an Accredited Investor on the basis of all of its
grantors being Accredited Investors). For the purposes of determining whether the individual equity owners
of a partnership, corporation or business trust, or the grantors of a revocable trust, are all Accredited Investors,
generally an individual will qualify as an Accredited Investor only if he or she (i) has a net worth (or joint net
worth with his or her spouse) in excess of $1 million, (ii) has individual income of more than $200,000 in
each of the last two (2) calendar years and reasonably expects to have income of more than $200,000 in the
current year, or (iii) has jointly with his or her spouse income in excess of $300,000 in each of the last two (2)
calendar years and reasonably expects to have joint income in excess of $300,000 in the current year.
Subscription
In order to invest in Fund II, each prospective investor is required to complete and execute
subscription documents in the form delivered to such person as Appendix IV hereto (the “Subscription
Documents”). The execution and delivery of the Subscription Documents by a prospective investor
constitutes a binding offer to purchase the Limited Partner Interest as set forth therein and an agreement to
hold such offer open until it is either accepted or rejected by Fund II.
Prospective investors whose subscriptions are accepted by Fund II will be advised by the General
Partner of the amount of, and settlement date for, their Capital Contributions. Acceptance by Fund II of a
prospective investor’s subscription constitutes an agreement by the prospective investor to be bound by the
terms of each of the Subscription Documents, the Partnership Agreement and the Master Fund Partnership
Agreement. Fund II reserves the right to reject any subscription in whole or in part, or to allocate
subscriptions in such a manner as it deems appropriate.
To ensure compliance with statutory and other generally accepted principles relating to anti-money
laundering, the General Partner may, in its sole discretion, require verification of identity from any person that
submits completed Subscription Documents to Fund II prior to accepting such subscription. See “USA Patriot
Act Compliance.” Depending on the circumstances of each proposed subscription, a detailed verification may
not be required if: (a) the investor is a recognized financial institution; or (b) the investor makes the payment
from an account held in the investor’s name at a recognized financial institution. These exceptions will only
apply if the financial institution referred to above is within a country recognized as having sufficient anti-
money laundering regulations, such as a member state of the European Union that is subject to the EC Money
Laundering Directive or one of the countries that make up the Financial Action Task Force (“FATF”) and that
is subject to the FATF recommendations.

To verify its identity, an individual may be required to produce a copy of a passport or identification
card certified by a notary public. Corporate entities may be required to produce a certified copy of the
certificate of incorporation (and change of name), memorandum and articles of association (or equivalent),
and the names, occupations, dates of birth, and residential and business addresses of all directors and/or
beneficial holders of the applicant’s securities.
The General Partner reserves the right to request such additional information as is necessary to verify
the identity of any person attempting to subscribe to Fund II. Pending the provision of evidence satisfactory
to the General Partner as to identity, the closing of a sale of Limited Partner Interests to such person may be
delayed at the absolute discretion of the General Partner. If within a reasonable period of time following a
request for verification of identity, the General Partner has not received evidence satisfactory to in its sole
discretion, it may refuse to accept the proposed subscription, in which event all subscription monies will be
returned without interest to the account from which such monies were originally debited. Subscription
monies also may be rejected by General Partner if the remitting bank or financial institution is unknown to the
General Partner.

RISK FACTORS
An investment in Fund II entails a high degree of risk and is suitable only for sophisticated
persons who fully understand and are capable of bearing the risks of an investment in Fund II. In
addition to the risk disclosure statements appearing at the beginning of this Memorandum and the other
disclosures of risks set forth herein, prospective investors should consider the following risks before
subscribing for Limited Partner Interests.
No Guarantee of Future Returns. Fund II commenced operations on February 1, 2005. Certain

Summary Financial Information for Fund I and Offshore Fund I is set forth in Appendix III, which is
provided separately and is incorporated herein by reference. An investor in Fund II should understand that
the past performance of Fund I and Offshore Fund I cannot and should not be relied upon by such investor as
any indication of the future performance or success of Fund II. Accordingly, neither Fund II nor the General
Partner makes any express or implied representation or guarantee of such future returns.
Investment Risks in General. Fund II’s investments, by their nature, will involve a high degree of
financial risk. In making investments, the Manager may utilize highly speculative investment techniques,
including extremely high leverage, highly concentrated portfolios, workouts, junior securities positions,
control positions and illiquid investments. In addition, some of Fund II’s assets may be invested in derivative
instruments. Such investments may expose Fund II’s assets to the risks of material financial loss, which may
in turn adversely affect the financial results of Fund II. Furthermore, Fund II’s investments will be focused
on the energy, natural resources and energy-dependent industries. A significant change in these industries
could have a material adverse effect on the value of Fund II.
companies in which Fund II plans to invest are highly dependent upon the prices of, and demand for, oil and
natural gas. Historically, the prices of oil and natural gas have been volatile and are likely to continue to be
volatile in the future and are dependent upon numerous factors such as weather, domestic and foreign political
and economic conditions, the overall level of international and domestic demand for oil and natural gas,
domestic or international incidents of terrorism, regulatory developments, severance and excise taxes,
competition from other sources of energy and the availability of pipeline capacity. The volatile nature of the
energy markets and the unpredictability of actions of OPEC members make it impossible to predict future
prices of oil and natural gas with any certainty. Prices of oil and natural gas are subject to wide fluctuations
in response to relatively minor changes in circumstances, and there can be no assurance that future prolonged
increases or decreases in such prices will not occur. All of these factors are beyond the control of Fund II.
Any significant change in oil and natural gas prices could have a material adverse effect on the value of
Fund II.
which Fund II intends to invest will be dependent upon the success of their drilling programs. Oil and natural
gas drilling involves numerous risks, including the risk that no commercially productive oil or natural gas
reservoirs will be encountered. The timing and cost of drilling, completing and operating wells is often
uncertain, and drilling operations may be curtailed, delayed or canceled as a result of a variety of factors,
including unexpected drilling conditions, pressure or irregularities in formations, equipment failures or
accidents, adverse weather conditions, compliance with governmental requirements and shortages or delays in
the availability of drilling rigs and the delivery of equipment. Oil and natural gas drilling remains a
speculative activity notwithstanding the use of 3-D seismic data. Even when fully utilized and properly
interpreted, 3-D seismic data and other advanced technologies only assist geoscientists in identifying
subsurface structures and do not enable the interpreter to know whether hydrocarbons are in fact present in
such structures. In addition, the use of 3-D seismic data and other advanced technologies requires greater pre-
drilling expenditures than traditional drilling strategies and companies could incur losses as a result of such

expenditures. Furthermore, completion of a well does not assure a profit on the investment or a recovery of
any portion of drilling, completion or operating costs. Varying drilling success rates could have a material
adverse effect on the value of Fund II.
certain companies in which Fund II intends to invest, which could have a material adverse effect on their
business, financial condition and results of operations. The demand for, and wage rates of, qualified rig crews
in the drilling industry tend to fluctuate in response to the number of active drilling rigs in service. The
number of qualified rig crews available in the drilling industry has recently risen, but shortages of qualified
rig crews have in the past occurred in the industry during times of increasing demand for drilling services.
The oil and natural gas industry may in the future experience variances in the availability of qualified
personnel to operate drilling rigs, which could affect certain companies’ drilling operations and, in turn, affect
their business, financial condition and results of operations. Such variances could have a material adverse
effect on the value of Fund II.
Fund II intends to invest to increased operating costs and potential liability.
lost.
Concentration. The Manager currently intends to allocate approximately ninety percent (90%) of its
invested capital in equity securities (or related financial instruments) of companies engaged in the energy and
natural resources industries and ten percent (10%) of its invested capital in various energy-related
commodities and commodities futures contracts. Although the Manager intends to diversify the investments
by Fund II within such market sectors, there is a likelihood that individual investments may represent up to
approximately five percent (5%) of Fund II’s total assets. If such an investment performs poorly, this
concentration could cause a proportionately greater loss than if a larger number of investments were made,
and if such proportionately greater loss occurs, it may adversely impact the overall return on investment
realized by Fund II and, ultimately, the Limited Partners.
Illiquid Investments. It is possible that some investments held by Fund II will not be able to be sold
except pursuant to a registration statement filed under the Securities Act or in accordance with Rule 144 or
another exemption under the Securities Act. Furthermore, because of the speculative and non-public nature of
some investments, the Manager may, from time to time, sell or otherwise dispose of investments that later
prove to be more valuable than anticipated at the time of such disposition. Any premature sales or
dispositions may prevent Fund II from realizing as great an overall return on investment as may have been

realized if such sales or dispositions had been made at a later date, which may adversely affect investment
results of the Limited Partners.
The Limited Partner Interests offered have not been registered under federal or state securities laws
and are subject to restrictions on transfer contained in such laws and the Partnership Agreement. In addition,
the Limited Partner Interests are not transferable except with the prior written consent of the General Partner,
whose consent may be withheld in its sole discretion. The General Partner may prohibit a transfer of Limited
Partner Interests to a non-U.S. person or if such transfer would cause Fund II to be treated as a publicly traded
partnership. Pursuant to the Partnership Agreement, Limited Partners may withdraw from Fund II only upon
compliance with certain restrictions. There will not be any public market for the Limited Partner Interests,
and such lack of public market may cause the Limited Partner Interests to be illiquid to the Limited Partners.
Investments in energy-related commodities futures contracts generally are less liquid than
investments in publicly traded securities. Commodities investments by Fund II are typically made on the
NYMEX or in the over-the-counter markets. Accordingly, any premature sales or dispositions of these
investments also may adversely affect the investment results of Fund II.
Use of Leverage. The use of leverage, which exposes the borrower to changes in price at a ratio
higher than 1:1 in reference to the amount invested, magnifies both the favorable and the unfavorable effects
of price movement in investments. Fund II and the certain of the companies in which Fund II may invest may
have significant leverage. The leveraged capital structures of Fund II and companies in which it makes
investments also will increase exposure to adverse economic factors such as rising interest rates, downturns in
the economy and/or deterioration in the condition of the company or its industry. Such increased exposure to
structures had not been used by Fund II or the companies in which Fund II makes investments.
order to make delivery to the buyer. Fund II generally will be required to pay a brokerage commission that
will increase the cost to Fund II of selling such securities. The proceeds of the short sale plus additional cash
or securities must be deposited as collateral with the lender of the securities to the extent necessary to meet
margin requirements. The amount of the required deposit will be adjusted periodically to reflect any change in
the market price of the securities that Fund II is required to return to the lender. Fund II generally will be
entitled to receive payments from the lender with respect to the short sale proceeds and additional cash on
deposit with the lender at negotiated interest rates. Fund II will be obligated to return securities equivalent to
those borrowed at any time on demand of the lender of the securities borrower by purchasing them at the
market price at the time of replacement. Until the securities are replaced, Fund II will be required to pay to
the lender amounts equal to any dividends or interest that accrue during the period of the loan of the
securities. An increase in the value of any security that is the subject of short selling by Fund II may, as a
result of the foregoing, have a material adverse effect on the assets of Fund II, and therefore the return on
investment of Fund II.

Futures Contracts. Fund II intends to invest a substantial portion of its assets in commodities futures
contracts, options on futures contracts and in other products that may be traded on commodities exchanges
regulated by the CFTC or international exchanges or in the over-the-counter markets. Futures prices
generally are extremely volatile. Because of the low margin deposits normally required in futures trading, an
extremely high degree of leverage is common in a futures trading account. As a result, a relatively small price
movement in a futures contract may result in substantial losses. Similar to other leveraged investments, any
purchase or sale of a futures contract may result in losses in excess of the amount invested. In addition,
futures trading may be illiquid and frequently involves high transaction costs.
Index Contracts. Fund II also may be invested in customized instruments to seek to hedge against
the risk of changes in the level of prices of broad market averages or indices, as well as narrower indices or
baskets of securities, foreign currencies or commodity prices. These hedging strategies may be executed by
the Manager through the use of exchange-traded equity index options or futures contracts or options thereon,
standardized or individually negotiated over-the-counter contracts or other forms of derivative contracts
(collectively, “index contracts”) structured by investment banking institutions.
relevant contracts.

Distributions in Kind. Fund II may distribute to the Limited Partners securities in kind. These
securities are likely to be illiquid, and there is no assurance that the Limited Partners will be able to dispose of
such investments or that the value of such investments as determined by Fund II for the purpose of the
calculations of distributions ultimately will be realized. Occasionally, Fund II’s ability to receive
distributions in kind may be limited or prohibited by ERISA. In such a case, the General Partner will try to
arrange for a substitute distribution or seek an acceptable alternative.
Liability for Return of Certain Distributions. Under Delaware law, Limited Partners will generally
not incur personal liability for the liabilities and obligations of Fund II in excess of their respective unfulfilled
obligations to make Capital Contributions. However, in the event that Fund II is unable otherwise to meet its
obligations, the Limited Partners may be required to repay to Fund II or to pay to creditors of Fund II
distributions previously received by them to the extent such distributions are deemed to have been wrongfully
paid to them. In addition, the Limited Partners may be required to repay to Fund II any amounts distributed
that are required to be withheld by Fund II for tax purposes.
Limitations on Use of Losses. Non-corporate and closely-held corporate investors considering

investing in Fund II should be aware that certain investments of Fund II may cause certain losses generated by
such investments to be subject to “passive loss” rules under the Internal Revenue Code of 1986, as amended
(the “Code”). Application of the passive loss rule may limit the ability of such investors to recognize
currently their allocable shares of losses generated from such investments.
Fund Not Registered. Fund II will not be registered under the Investment Company Act. The
Investment Company Act provides certain protections to investors that will not be applicable to the Limited
Partners as investors in Fund II and imposes certain restrictions on registered investment companies, none of
which will be applicable to Fund II.
Taxation as a Partnership. Fund II intends to qualify as a partnership for U.S. federal income tax
purposes, although it is expected that Fund II will not obtain a ruling from the IRS regarding such
qualification. However, there can be no assurance that Fund II will so qualify. If Fund II were to be treated as
a corporation subject to U.S. taxation on its income rather than as a partnership for U.S. federal income tax
purposes, such fund’s income and gains would be subject to taxation at corporate tax rates (which currently
range up to thirty-five percent (35%)) and its owners generally would be subject to taxation on actual
distributions from such fund.
Investments in Passive Foreign Investment Companies. To the extent that Fund II is treated as
investing in stock of non-U.S. companies that are classified as passive foreign investment companies
(“PFICs”) for U.S. federal income tax purposes, U.S. investors will be subject to special rules with respect to
Fund II’s interest in such PFICs. In this regard, gain (but not loss) recognized upon the sale, exchange or
redemption of an equity interest in a PFIC would be treated as ordinary income, and, in addition, a portion of
the distributions received with respect to such equity interest could, and any gain realized from the sale,
exchange or redemption of such interest would, be subject to the tax imposed on excess distributions under
the PFIC provisions of the Code.
Unrelated Trade or Business Income. Fund II anticipates that it may incur income that would
qualify as unrelated business taxable income (“UBTI”) under the Code due to the “flow-through” nature of
certain investments that may be made by Fund II. Fund II could realize UBTI if, for example, Fund II
purchased a partnership interest or limited liability company interest in an operating business or borrowed
funds to purchase or carry any of its investments. In this regard, because Fund II may invest in limited
partnerships, limited liability companies or other operating assets, and may use leverage in the purchase of
securities, it can be anticipated that Fund II will generate UBTI, which would be taxable to tax-exempt

(3)
(3) The undersigned
undersigned agrees
agrees to
t0 promptly notify the
promptly notify the General Partner if
General Partner if
the undersigned
the becomes aware of of any
any change
change inin the
the infmmation
information set forth in
set forth these
in these
representations.
representations. The Fund may be obligated to
be obligated to freeze
freeze the
the account
account of the undersigned,
of the undersigned,
either
either by prohibiting additional
by prohibiting additional investments
investments from the undersigned, declining
the undersigned, declining any any
withdrawal requests and/or
and/or segregating
segregating thethe assets
assets in
in the
the account in in compliance
compliance with with
governmental
govemmental regulation,
regulation, and thethe Fund may also
also be
be required
required toto report
report such
such action
action and
and to
t0
disclose
disclose the undersigned's identity
the undersigned’s identity to
to OFAC. The undersigned
undersigned acknowledges
acknowledges that that the
the
General Partner may,may, byby written
written notice to the
notice to the undersigned,
undersigned, suspend the the withdrawal
withdrawal
rights of,
rights of, or withhold distribution
or withhold distribution of withdrawal proceeds
of withdrawal proceeds to, to, the
the undersigned
undersigned if if the
the
General Partner
General Partner deems it to be
it t0 be reasonably
reasonably necessa1y
necessaly t0to do
d0 so to comply
so t0 comply with
With anti-money
anti-money
laundering regulations
regulations applicable
applicable t0 to the Fund, the
the Fund, the General Palmer
Pm1ner or any of
or any 0f the
the Fund's
Fund’s
other
other service providers.
service providers.
(b)
(b) The undersigned represents and
undersigned represents and warrants that, to
warrants that, to the
the best
best of his, her
ofhis, her or
01' its
its
lmowledge,
knowledge, neither
neither of
of (i)
(i) the
the undersigned,
undersigned, (ii)
(ii) any person controlling
any person controlling or or controlled
controlled byby the
the undersigned,
undersigned,
(iii)
(iii) any person with
any person with aa beneficial
beneficial interest
interest in the undersigned,
in the undersigned, or
01' (iv) any
(iv) any person
person for
for whom thethe undersigned
undersigned
3
is
is acting
acting as
as agent
agent or
or nominee in in connection with
with an investment in
an investment in the
the Interest
Interest is
is a
a senior political figure,
senior political figure}
4
or
0r any
any immediate
immediate family
family member or
member" or close associate' of
close associateS of a
a senior
senior foreign political figure.
foreign political figure.
(c)
(c) If the undersigned
If the undersigned is is a non-U.S. banking
a non—U.S. banking institution
institution (a(a "Foreign
“Foreign Bank")
Bank”)
or
or if
if the
the undersigned receives
receives deposits
deposits from,
from, makes paymeuts
payments on behalf of, of, or
or handles other financial
handles other financial
transactions
transactions related to aa Foreign
related to Foreign Bank,
Bank, the
the undersigned represents and
undersigned represents and warrants that the
warrants that the Foreign Bank: (i)
Foreign Bank: (i)
has
has a
a fixed address, other
fixed address, than solely
other than an electronic
solely an electronic address,
address, in
in a
a country
countly in
in which the the Foreign
Foreign Bank
Bank is is
authorized
authorized t0to conduct banking activities; (ii) employs
activities; (ii) employs one or or more individuals
individuals on a a full-time
fuIl-time basis;
basis; (iii)
(iii)
maintains
maintains operating records related
operating records related to
to its
its banking activities;
activities; (iv)
(iv) is
is subject
subject to
t0 inspection
inspection by the banking
by the banking
authority
authority that licensed tl1e
that licensed the Foreign Bank to to conduct
conduct banking activities; and (v)
banking activities; does not
(v) does not provide banking
provide banking
services to any
services to any other
other Foreign
Foreign Bank that does not
that does not have
have a physical presence
a physical preSCnce inin any
any counlly
countly and that is
and that is not
not aa
regulated
regulated affiliate.
affiliate.
((d)
d) The Fund and the the General
General Partner reserve the
Partner reserve the right
right to request such
to request such
information
information as as is
is necessa1y
necessaly to t0 verify
verify the
the identity of ilie
identity 0f the undersigned.
undersigned. The undersigned
undersigned shall
shall promptly
promptly on on
demand provide
provide such
such information
information and execute
execute and
and deliver
deliver such
such documents as as the
the Fund or or the
the General
General
Partner request to
Partner may request to verify
verify thethe accuracy
accuracy of the
the undersigned's
undersigned’s representations and warranties
representations and warranties herein
herein oror
to
t0 comply withwith any
any law
law 01'or regulation
regulation t0to which the
the Fund may be be subject.
subject. In
In tl1e
the event
event of delay or
of delay or failure
failure
by
by the
the undersigned
undersigned to to produce any any information
information required
required for
for verification
verification purposes,
purposes, the
the General Partner
General Partner
may refuse
refuse t0
to accept the application
accept the and the
application and the subscription
subscription monies
monies relating
relating thereto
thereto or
0r may refuse
refuse tot0 process
process
aa redemption
redemption request
request until
until proper
proper information
information has
has been provided.
provided. Further,
Fu11her, the
the Fund may
may notnot accept
accept any
any
funds
funds from the the undersigned
undersigned if if it
it cannot make thethe representation
representation set
set forth in this
forth in this Section 7. If
Section 7. If an
an existing
existing
investor cannot make these
investor cannot representations, the
these representations, the Fund may require the withdrawal
require the withdrawal of the Limited
of the Partner
Limited Farmer
Interests
Interests held
held by
by such
such investor.
investor.
33
A "senior
“scnior foreign
Foreign political
political figure"
figure” isis defined
defined as
as aa senior
senior official
official in the executive,
in ‘hc executive, legislative,
legislative, administrative,
adfllinis‘mi‘lc. military or judicial
military 01‘ jUdiCial branches of a
bmlCheS Uffl
foreign government (whether
foreign govcmment (whether elected
elected or not),
not), aa senior
senior official
official of a
a major foreign
foreign political
political party,
party, or
or a senior executive
a senior executive of
of a foreign
:1 foreign govemmcnt-
government-
owned corporation
corporation. 1n In addition,
addilion, a "senior
“senior foreign political figure"
foreign political figure” includes
includes any
any corporation,
comoration, business
business or
or other
other entity that has
entity that has been
been formed
formed by, or
by, 0r
for
for the
the benefit
benefit of,
of, a
a senior political figure.
senior pulilical figure‘
4‘
The "immediate
“immediate family"
Family” of
oFaa senior
senior foreign political figure
foreign political figure typically
typically includes
includes the
thc figure's
figure‘s parents,
parenls, siblings,
siblings, spouse,
spouse, children
children and in-laws.
and in-Iaws.
55
A "close
“close associate"
associate” ofa
of a senior
senior foreign political figure
foreign political figure isis aa person
person who is
is widely
widely and publicly known to
and publicly lo maintain
maintain an
an unusually
unusually close
closc relationship
relationship
with the
the senior
senior foreign
foreign political
political figure
figure and includes
includes a person who is
a person is in
in aa position
position to
to conduct
conduct substantial
substantial d01nestic
domestic and international financial
and international financial
transactions
transactions on
on behalfofthe
behalfofthc senior
senior foreign
Foreign political
political figure.
figure.
11
11

BUSINESS
General
Fund II’s principal objective is to achieve capital appreciation through investments in securities of
public companies in energy and energy-dependent industries, as well as crude oil and natural gas futures and
options, and other financial instruments. Fund II intends to achieve its objective through a strategy that
employs diversification and managed market exposure through both long and short equity investments and
limited capital allocated to energy futures contracts. Fund II currently intends to allocate approximately
ninety percent (90%) of Fund II’s assets to the equity markets in stocks of companies engaged in the energy,
natural resources and energy-dependent industries and the remaining ten percent (10%) of Fund II’s assets to
energy futures contracts. The Manager intends to use leverage in connection with its equity investments and
to take advantage of the inherent leverage in its futures positions.
In 1997, Mr. Pickens formed BP Capital Energy Fund, L.P. (the “Commodity Fund”) for the purpose
of investing in energy futures contracts. In August of 2001, following the success of the Commodity Fund,
various members of the Commodity Fund’s management team formed the Manager and together launched
BP Capital Energy Equity Fund, L.P. (“Fund I”), and subsequently in January 2004, an offshore fund,
BP Capital Energy Equity Fund International I, L.P. (“Offshore Fund I” and, together with Fund I, the
“Original Funds”). The Original Funds currently operate using a substantially similar investment strategy as
Fund II.
Initially, Fund I’s investment strategy emphasized taking concentrated positions with an activist
shareholder posture in order to create positive returns. In mid-2002, Fund I changed its investment strategy
and approach to use a top-down approach to making investments by considering fundamental aspects of the
supply and demand for energy as well as general oil and gas industry conditions. As part of this process,
Fund I identifies industry sectors either as long or short positions based on internally-developed themes.
Fund I also selects individual stocks within sectors using a bottom-up approach based on valuation and
anticipated sensitivity to the aforementioned sector themes. Energy futures investments are made based on
fundamental supply and demand trends and other “macro” variables.
Fund I commenced operations with approximately $90 million of assets under management and
held approximately $404 million at December 31, 2004, having generated cumulative returns of
approximately 250% before fees and expenses and approximately 176% after fees and expenses. Offshore
Fund I was launched in January 2004 and is significantly smaller than Fund I, but generally utilizes the same
investment approach as Fund I.
Fund II was launched on February 1, 2005 and utilizes a similar investment approach as Fund I. At
September 30, 2005, Fund II had assets under management of approximately $72 million having generated
cumulative returns of approximately 109% before fees and expenses and approximately 85% net of applicable
fees and expenses. Offshore Fund II also was formed on February 1, 2005, and follows substantially the
same investment program as Fund II.
Certain Summary Financial Information for Fund I, Offshore Fund I, Fund II and Offshore Fund II is
set forth in Appendix III, which is provided separately and is incorporated herein by reference.

Investment Strategy
believes that this experience allows it to make informed decisions on certain key factors that affect the values
of energy-related equity securities and futures contracts. These factors include:
Oil and Natural Gas Prices. The Manager believes that equity and commodity values in the
energy sector are principally driven by the current and expected prices for oil and natural gas, and
that energy prices also affect the share prices of companies that utilize oil and natural gas as inputs to
their operations. The principals of the Manager have extensive experience analyzing oil and natural
gas fundamentals and trading energy futures contracts. In formulating a view of future oil and natural
gas prices, the Manager considers the effects of oil and natural gas inventories, productive capacity,
the policies of OPEC, global political conditions, the demand for energy, weather and general
economic conditions. The Manager’s oil and natural gas price forecasts are key components to the
investment strategy of Fund II.
Energy Industry Fundamentals. The Manager believes that the energy exploration process
is an important driver of the values of various downstream energy sectors. The principals of the
Manager have extensive experience in upstream oil and natural gas exploration and production
operations. In assessing industry conditions, the Manager considers the viability of oil and gas
prospects in various producing basins, the state of exploration, development, completion and
production technology, the potential commercial value of non-producing reserves, existing reservoir
decline rates and the effect of industry investment rates and drilling activity on the energy markets.
The Manager’s analysis of energy industry fundamentals is a key input to the investment strategy of
Fund II.
The Manager, from time to time, utilizes outside advisors for matters relating to economic
forecasting, currency markets and international affairs among other things.
Investment Process
Fund II’s investment process predominately relies on a top-down approach to making investments by
considering fundamental aspects of the supply and demand for energy, as well as general oil and gas industry
conditions. Fund II targets industry sectors as either long positions or short positions and establishes futures
positions based on internally developed themes. Fund II intends to choose individual stocks within sectors
using a bottom-up approach based on valuation and anticipated sensitivity to the aforementioned sector
themes.
In the case of energy futures, the Manager intends to make investment decisions using various
resources, including internal discussions that focus on (i) supply trends, principally through production, new
exploration activity and import data gathered from a variety of public and private sources, (ii) demand
conditions, also based on a variety of sources, (iii) weather forecasts and (iv) geopolitical considerations.
Fund II also may supplement its internal discussions with input from consultants with relevant expertise in
one or more of the aforementioned areas.
Fund II intends to evaluate equity sectors in light of the aforementioned energy market analyses but
with a special emphasis on industry conditions and sector valuations. Fund II’s investment approach to
valuing and investing in individual equities considers, among other items, the following factors:
(i) sustainability of investment interest, (ii) business fundamentals, (iii) quality of management, (iv)

geopolitical risks, and (v) other factors, including compatible positions, asset quality, growth projections,
dividend policy, interest rate risk, foreign exchange risk and liquidity risk. Fund II intends to gather this
information from public filings, discussions with management, internal experience and third party sources.
Risk Management
Fund II intends to utilize several risk measurement and risk management tools in monitoring and
handling its investment positions. Market risk is generally measured by the Manager by using various
statistical methods, including (i) gross exposure, or total equity investments divided by Fund II’s net asset
value; and (ii) net exposure, or total long equity positions less short positions. The Manager considers gross
exposure to be a measure of leverage and net exposure to be a measure of stock market exposure. The
Manager’s current intention is to limit Fund II’s net exposure to 70%, either long or short, and gross exposure
to a range from 100% to 200%. The Manager intends to limit Fund II’s equity positions to no more than five
percent (5%) of Fund II’s total equity portfolio and expects that the vast majority of Fund II’s equity
investments will be in liquid common stocks.
The Manager also intends to use a quantative approach to the measurement of futures investment risk.
This approach would consider historical price movements and the historical relationships between spot prices
and various futures and options. The Manager would then determine what portion of Fund II’s capital,
allocated to futures, will be exposed to energy futures.
The Manager intends to monitor and re-assess equity and futures positions on a daily basis. The
Manager expects that, from time to time, if the portfolio is incurring mark to market losses, it may appropriate
to reduce or neutralize positions to avoid further losses. The final decision as to implementation and the

MANAGEMENT
The General Partner and the Manager
The General Partner of Fund II is BP Capital Management, L.P., a Delaware limited partnership. The
General Partner has engaged TBP Investments Management LLC, a Delaware limited liability company (the
“Manager”), to provide management and administrative services to Fund II and to source, select, determine
investments in, and monitor investments by Fund II pursuant to an Investment Management Agreement
between the Manager and the General Partner. The General Partner and the Manager are owned by
Messrs. Pickens, Stillwell and Bassett.
The Principals
The individuals listed below manage the operations of the Manager and Fund II on a day-to-day basis
and are (except Mr. Pickens) responsible for all equity investment decisions made by the Manager on behalf
of Fund II.
Boone Pickens, age 77.
Mr. Pickens was the founder and chief executive officer of Mesa and is the founder of the General
Partner, the Commodity Fund, the Original Funds, Fund II and Offshore Fund II.
discoveries, both domestically and internally. Under his leadership, Mesa produced more than three trillion
cubic feet of natural gas and 150 million barrels of oil equivalent and drilled more than 5,000 wells with a
success rate of seventy-five percent (75%).
Mr. Pickens is active in the management of the Original Funds, Fund II, Offshore Fund II and the
Commodity Fund. Specifically, Mr. Pickens is principally responsible for the formulation of energy futures
investment strategy. Mr. Pickens frequently utilizes his wealth of experience in the oil and gas industry in the
evaluation of energy sector themes. He also participates in the marketing of Fund II to certain groups of
potential investors.
Robert L. Stillwell, age 68.
Mr. Stillwell is a retired partner of Baker Botts L.L.P. and is a principal of the General Partner and the
Manager. Mr. Stillwell joined Mr. Pickens as an original director of Mesa in 1964 and continued
received his Juris Doctor from the University of Texas. Mr. Stillwell participates in the discussion of futures
and equity investment strategy. Mr. Stillwell oversees the outside legal advisors for Fund I and Fund II and
participates in the marketing of Fund I from time to time.

Ronald D. Bassett, age 62.
General Partner and the Manager. He has held numerous positions of responsibility, including controller,
chief accounting officer and chief financial officer of several subsidiaries of Mesa and ventures or businesses
owned or controlled by Mr. Pickens. Mr. Bassett is active in the management of the Commodity Fund and
Fund I, and is a registered commodity trading advisor.
significant investment gains from investments in both equities and energy futures. For a copy of the audited
financial statements of Fund I for the year ended December 31, 2004, please see the Summary Financial
Information set forth in Appendix III, a copy of which is provided separately and is incorporated herein by
reference.
Handling of Funds; Custody
Custody of Fund II’s assets is maintained by brokers and banks selected by the General Partner in its
sole discretion. The custodian or custodians may be changed at any time and from time to time by the
General Partner without the consent of the Limited Partners or Fund II. Currently, Fund II’s prime broker is
Banc of America Securities, LLC, which also acts as Fund II’s custodian (the “Custodian”). Fund II also
maintains custodial bank accounts at Plains National Bank, which temporarily holds custody of Subscriptions
until such funds are transferred to the Custodian. Fund II is eligible for insurance coverage against loss with
respect to assets held in the custody of the Custodian in the event of the bankruptcy or liquidation of the
Custodian to the same extent as the Custodian’s other customers.
Execution of Trades
Fund II’s securities and commodities transactions generate a substantial amount of brokerage
commissions and other compensation, including clearing fees and charges, all of which Fund II, not the
Manager, is obligated to pay. The Manager has complete discretion in deciding what brokers and dealers
Fund II uses and in negotiating the rates of brokerage commissions and other compensation Fund II pays. In
additional to using brokers as agents and paying commissions, Fund II may also buy and sell securities or
commodities (including commodities futures contracts) directly from or to dealers acting as principal at prices
that include markups or markdowns, and may buy securities or commodities (including commodities futures
contracts) from underwriters or dealers in public offerings at prices that include compensation to the
underwriters and dealers.
In selecting brokers to effect portfolio transactions, the Manager considers such factors as price, the
ability of the brokers to effect the transaction, the brokers’ facilities, reliability and financial responsibility
and the provision of, or payment for (or the rebate to Fund II for payment of), the costs of property, products
or services that are of benefit to Fund II, the Manager and related funds and accounts. The Manager may also
consider referrals of investors to Fund II by a broker or dealer in selecting brokers to effect portfolio
transactions. The Manager need not solicit competitive bids and does not have an obligation to seek the
lowest available price or commissions and other costs. Accordingly, if the Manager determines in good faith
that the amount of commissions and other compensation, including clearing fees and charges, charged by a
broker is reasonable in relation to the value of the brokerage and property, products or services, including

flpr 20 08 03:1Sp Fedexkinkos 8174319814 p.4
RP Capital Energy Equity Fumi Ii, LP.

SIGNATURE PAGE
T0
Very truly yours. Tate! Capital Contributiun:
?fgaofigrfiwfi 1f? :5
,‘QMFOM
Print Nim'e oflnveslor(s)
WM
Sigflature
f
Signafure ofjoim investor
whose signature is
01'
mquimd
other pt Km
"
x? Mn: fl’w’fid e”
'7'
V
Pant Tine (irapplicame) pn'mee (ir applicable)
Social Security Number 0r Federai Employer Social Security Number or Federal E' aplnyer
identification Number Identification Number (ij oint imrBs Ir)
i'
Dale: ,200ué

Net Asset Valuations
The Net Asset Value of Fund II will be calculated by the General Partner as of the close of business
on the last Business Day of each month, or such other days as may from time to time be determined by the
General Partner (each, a “Valuation Date”) using United States generally accepted accounting principals as a
basis. To the extent feasible, liabilities are accrued as of each Valuation Date.
All portfolio positions will be valued by the General Partner. The Net Asset Value of Fund II
generally will be determined by the General Partner as follows:
(i) The market value of each security listed or traded on any recognized securities exchange or
automated quotation system shall be the last reported sale price at the relevant Valuation
Date on the composite tape or on the principal exchange on which such security is traded. If
there is no sale price on the Valuation Date, general practice is to use the last reported sales
price.
(ii) Dividends declared but not yet received, and rights in respect of securities which are quoted
ex-dividend or ex-rights, shall be recorded at the fair value thereof, as determined by the
General Partner, which may (but need not) be the value so determined on the day such
securities are first quoted ex-dividend or ex-rights.
(iii) Listed options, or over-the-counter options for which representative brokers’ quotations are
available, shall be valued in the same manner as listed or over-the-counter securities.
Premiums for the sale of such options written by Fund II will be included in the assets of
Fund II, and the market value of such options shall be included as a liability.
(iv) Fund II’s non-marketable investments are generally valued at historical cost, subject to the
General Partner’s discretion to estimate the fair value of any non-marketable investments in
accordance with generally accepted accounting principles.

the event that the General Partner shall determine that market prices or quotations do not fairly represent the
value of particular assets) shall be determined by or pursuant to the direction of the General Partner. In these
circumstances, the General Partner will attempt to use consistent and fair valuation criteria and may (but is not
required to) obtain independent appraisals at the expense of Fund II. In many cases, the General Partner will
obtain two to three independent counterparty quotations for non-listed securities and value those assets at the
midpoint of the three prices. In the absence of bad faith or manifest error, the General Partner’s net asset
valuations shall be conclusive and binding on all Partners. Except as otherwise determined by or at the
direction of the General Partner, investment and trading transactions shall be accounted for on the trade date.
Accounts shall be maintained in U.S. dollars and except as otherwise determined by or at the direction of the
General Partner: (i) assets and liabilities denominated in currencies other than U.S. dollars shall be translated
at the rates of exchange in effect at the close of the fiscal period (and exchange adjustments shall be recorded
in the results of operations); and (ii) investment and trading transactions and income and expenses shall be
translated at the rates of exchange in effect at the time of each transaction. The value of each security and
other asset of Fund II determined by the General Partner shall be conclusive and binding on all of the Partners
and all parties claiming through or under them.

ACCEPTANCE PAGE
TO
SUB§CRIPTION ACCEPTED:
m/INFULL mfors; 4g
Q00 Q00
BP Capital Energy Equity Fund H, LP.

(a Delaware limiled partnership)
By: BP Capital Mauagemant, L.P.,

a Delaware limited paltnemlu'p,
its general partner
TBP Investments Management LLC,

its gcncral partner
Maw
By:
¥i$% fa
5% 4,9
Date:
BY EX ECUTION EREDF the General Partner hereby certifies that all conditions t0 closing set forth in
Section 30)) of theAgreement have been satisfied and that all of the representations and wan'anties 0f the
General Partner set forth in Section 4 of the Agreement are true and correct as of the date of acceptance
set fofih above.
12

CERTAIN ERISA, TAX AND REGULATORY MATTERS
Employee Benefit Plan Regulations
The General Partner intends to operate Fund II so that an investment in Fund II will be a permissible
investment for profit-sharing, pension or other retirement trusts (collectively, “employee benefit trusts”)
subject to ERISA and the Code. In considering an investment in Fund II, however, a fiduciary of an
employee benefit trust should take into account the facts and circumstances of each trust. In particular, the
fiduciary of such a trust must consider whether an investment in Fund II meets the prudence and
diversification requirements of ERISA and is consistent with applicable rules and regulations prohibiting
certain transactions between the trust and parties related to the trust, any fiduciary of the trust or the employer
that sponsors the trust.
Each fiduciary should also consider, among other things, the definition of “plan assets” under ERISA
and the Department of Labor (“DOL”) regulations in this regard. The General Partner intends to operate
Fund II so that its assets will not be treated as plan assets. Under the DOL regulations, the underlying assets
of a partnership will not be treated as plan assets if, in general, either (i) less than twenty-five percent (25%)
of its partnership interests are held, directly or indirectly, by employee benefit trusts, or (ii) the partnership
qualifies as a “venture capital operating company” (“VCOC”). Because Fund II does not expect to qualify as
a VCOC, the General Partner will use its best efforts to ensure that less than twenty-five percent (25%) of its
Limited Partner Interests are held, directly or indirectly, by employee benefit trusts.
Other Regulations
Fund II is not registered as an investment company under the Investment Company Act of 1940, as
amended. The Manager is registered as an investment adviser under the Investment Advisers Act of 1940, as
amended.
United States Tax Matters
No ruling has been or will be requested by Fund II from the Internal Revenue Service as to Fund II’s
classification and treatment as a partnership for U.S. income tax purposes. Fund II will not pay U.S. income
taxes, but each Partner that is a U.S. Person will be required to report for federal income tax purposes each
year such person’s distributive share (whether or not distributed) of the income, gain, losses, deductions and
credits of the character specified in Section 702 of the Code. It is possible that Partners subject to U.S. taxes
could incur income tax liabilities without receiving from Fund II sufficient distributions to cover such tax
liabilities. Tax information will be distributed to each Partner as soon as possible after the end of the year.
To the extent that Fund II is treated as investing in stock of non-U.S. companies that are classified as
passive foreign investment companies (“PFICs”) for U.S. federal income tax purposes, U.S. investors will be
subject to special rules with respect to Fund II’s interest in such PFICs. In this regard, gain (but not loss)
recognized upon the sale, exchange or redemption of an equity interest in a PFIC would be treated as ordinary
income, and, in addition, a portion of the distributions received with respect to such equity interest could, and
any gain realized from the sale, exchange or redemption of such interest would, be subject to the tax imposed
on excess distributions under the PFIC provisions of the Code.

A Partner that is otherwise exempt from U.S. taxes would be required to file a tax return and pay
taxes on any “unrelated business taxable income” (“UBTI”) it realized as a result of investing in Fund II.
A partnership such as Fund II could cause a tax-exempt Partner to incur UBTI, for example, by borrowing
money to make an investment, or by investing in another partnership that has borrowed money or that is
engaged in an active trade or business.
Under Code Section 67, noncorporate taxpayers may deduct certain miscellaneous expenses
(e.g., investment advisory fees, tax preparation fees, unreimbursed employee expenses, subscriptions to
professional journals, etc.) only to the extent that such deductions exceed, in the aggregate, two percent (2%)
of the taxpayer’s adjusted gross income.
Tax Advice
This Memorandum does not address all of the U.S. federal, state, local and foreign tax consequences
to the Partners. Each prospective investor is advised to consult with and rely on his or its own tax counsel as
to the U.S. federal income tax consequences of an investment in Fund II and as to applicable state, local and
foreign taxes.
Private Placement Status
As a purchaser of a Limited Partner Interest in a private placement not registered under the Securities
Act, each investor will be required to represent that it is acquiring its Limited Partner Interest for its own
investment and not with a view to resale or distribution. A Limited Partner Interest will be sold only to
investors who are Qualified Purchasers under the Investment Company Act. Further, each investor must be
prepared to bear the economic risk of the investment for an indefinite period, because the Limited Partner
Interests cannot be sold unless they are first registered under the Securities Act, or an exemption for such
registration is available. It is extremely unlikely that the Limited Partner Interests will ever be registered
under the Securities Act.
Prospective investors are urged to request any additional information they may consider necessary in
making an informed investment decision. During the course of the transaction and prior to sale, each
purchaser of a Limited Partner Interest is invited to ask questions of the General Partner concerning the terms
and conditions of the Offering and to obtain any additional information necessary or to verify the accuracy of
the information furnished in this Memorandum.

-
- SECONDARY CONTACT
Please list addilioual mdividuafls) who should receive copies Ufa]! notices 21nd reports:
l. Contact Name flow f/EAJANCL—
Telcphonc Number: Facsimile Number:
E-Mail Address:
l‘ Contact Name
Address:
Telephone Number: Facsimile Number:
E—Mail Address:
A-Z

USA PATRIOT ACT COMPLIANCE
The USA Patriot Act (the “Patriot Act”), adopted following the events of September 11, 2001,
requires that financial institutions implement policies and procedures (“AML Programs”) designed to guard
against and identify money laundering activities. Under the Patriot Act and Fund II’s own AML Program
adopted pursuant to the Patriot Act, Fund II is required to confirm the identity of each investor to the extent
reasonable and practicable, including the principal beneficial owners of an investor, if applicable. New
investors, and additional capital from existing investors, can be accepted only after the General Partner has
confirmed the identity of the investor and the principal beneficial owners of the investor, if applicable, unless
the General Partner concludes that it can rely on the diligence of a third party with respect to such investor.
Fund II is required to undertake enhanced due diligence procedures prior to accepting investors the
manager believes present high risk factors with respect to money laundering activities. Examples, although
not comprehensive, of persons posing high risk factors are persons resident in or organized under the laws of
a “non-cooperative jurisdiction” or other jurisdictions designated by the Department of the Treasury as
warranting special measures due to money laundering concerns, and any person whose capital contributions
originate from or are routed through certain banking entities organized or chartered in a non-cooperative
jurisdiction.
In addition, Fund II is prohibited from accepting subscriptions from or on behalf of:
• persons on the List of Specially Designated Nationals and Blocked Persons maintained by
the U.S. Office of Foreign Asset Control;
• the Annex to Executive Order 13224;
• such other lists as may be promulgated by law or regulation; and
• foreign banks unregulated in the jurisdiction they are domiciled in or which have no physical
presence.
Fund II may be required to undertake additional actions to guard against and identify money laundering
activities, when final regulations under the Patriot Act are adopted by the Department of the Treasury. The
requirements for the General Partner to guard against and identify money laundering activities in deciding
whether to accept subscriptions are in addition to the discretion that the General Partner has in deciding
whether to accept subscriptions. See “Eligibility Requirements.”

GENERAL INFORMATION
Auditors
The financial statements of Fund II for each fiscal year will be prepared in accordance with generally
accepted accounting principles and audited by Ernst & Young LLP or another nationally recognized
accounting firm.
This Memorandum contains references to or summaries of certain provisions of the Partnership
Agreement, the Master Fund Partnership Agreement and certain other documents. All such summaries are
qualified in their entirety by reference to said documents, copies of which will be made available (subject to
certain limitations and requirements) by the General Partner upon request, and reference is made to such
documents for complete information concerning the rights and obligations of the parties thereto. Those
agreements and the various other documents referred to in this Memorandum or included in the appendices
may be subject to further negotiation or changes. Such negotiations and changes will not, however, result in
changes that, in the aggregate, are materially adverse to the Limited Partners. It is not anticipated that revised
drafts of documents will be distributed to subscribers for Limited Partner Interests prior to the time such
subscribers are admitted to Fund II as Limited Partners. However, prospective Limited Partners and their
authorized representatives are invited to review any such materials from time to time at the offices of Fund II
or to make inquiry of the General Partner with respect thereto. Information contained herein has been
obtained from sources deemed reliable. Such information necessarily incorporates significant assumptions as
well as factual matters.
During the course of the Offering, each prospective investor is invited to examine documents relating to
this investment and to ask questions of and obtain additional information from the General Partner concerning
the terms and conditions of the Offering or any other relevant matters (including, but not limited to, additional
information necessary to verify the accuracy of the information set forth herein) to the extent the General
Partner possesses such information or can acquire it without unreasonable effort or expense. The
General Partner can be contacted at 260 Preston Commons West, 8117 Preston Road, Dallas, Texas 75225,
and additional information may be obtained by calling (214) 265-4165.

EXHIBIT A-6

Delaware Page 1
The First State
I, JEFFREY W. BULLOCK, SECRETARY OF STATE OF THE STATE OF
DELAWARE, DO HEREBY CERTIFY THE ATTACHED IS A TRUE AND CORRECT
COPY OF THE CERTIFICATE OF CANCELLATION OF “BP CAPITAL ENERGY
EQUITY FUND II, L.P.”, FILED IN THIS OFFICE ON THE SECOND DAY
OF APRIL, A.D. 2018, AT 9:25 O`CLOCK A.M.
Ukfl'nfh. BHMLMKME )
3914987 8100 Authentication: 202434774

SR# 20182343973 Date: 04-02-18
You may verify this certificate online at corp.delaware.gov/authver.shtml

State
State of
of Delaware
Delaware
Secretary of
Secretary 0f State
State
Division
Division ofof Corporations
Corporations
Delivered
Delivered 09:25
"9:25 AM 04/02/2018
AMM/Wzms CERTIFICATE OF CANCELLATION
FILED
FILED 09:25
09:25 AM 04/02/2018
AMM/oz/zms
SR 20182343973 - File
SR 20182343973 - Number 3914987
FileNumber 3914987
OF
II, L.P.
aa Delaware
Delaware limited
limited partnership
partnership
The
The limited partnership organized
limited partnership under the
organized under the Delaware
Delaware Revised
Revised Uniform
Uniform Limited
Limited
Partnership (the "Act"),
Partnership Act (the “Act”), for
for the
the purpose
purpose of
0f canceling
canceling the
the Certificate
Certificate of
of Limited
Limited Partnership
Partnership
pursuant to
pursuant to Section
Section 17-203
17—203 of
of the
the Act,
Act, hereby certifies that:
hereby cefiifies that:
ARTICLE II
The name of
of the
the limited
limited partnership
partnership is
is BP Capital Energy Equity
II, L.P.
L.P. (the
(the
"Partnership").
“Partnership”).
ARTICLE II
II
The Certificate
Certificate of
0f Limited Partnership was filed
Limited Partnership filed in
in the
the Office
Office of the
the Secretary
Secretary of
0f State
State of
0f
the
the State
State of
of Delaware on0n January
January 20,
20, 2005.
2005.
ARTICLE III
III
This
This Certificate
Certificate of
of Cancellation
Cancellation shall
shall become effective
effective upon the
the filing.
filing.
Remainder of Page Intentionally

ofPage Intentionally Lefl
Left Blank.
Blank.
Signature
Signature Page Follows.
Follows.
482 5-247 -3560 v.

4825-2471-3560
I v.1I

IN
IN WITNESS WHEREOF, the the undersigned,
undersigned, constituting
constituting the
the general partner of
genera] partner the
ofthe
Partnership
Partnership has executed this
has executed this Certificate
Certificate of
of Cancellation
Cancellation as
as of the U day
ofthe 21
day of March, 2018.
ofMarch, 201 8.
GENERAL PARTNER:
GENERAL PARTNER:
BP
BI’ CAPITAL MANAGEMENT, L.P., L.P.,
aa Delaware
Delaware limited partnership
limited partnership
By:
By: TBP Investments
Investments Management LLC,
aa DelawareJi
Delaware li ited
ited liability
liability company,
company,
i eneral p
eneral
. pa t ei;
er
By:
By:
Name:
Nmea
I ALL
Dick Grant
Dick Grant
Title: Viee
Title: Vice Ptesident
President
4&25c247 I •3560
4825-2471-3560
Signature
Signamre Page toto Certificate
Certificate of Cancellation
Cancellation of
I3P
Capital Energy Equity Fund H,
II, L.P.
L.P.

EXHIBIT A-7

HPF El OS 01:05p Fedexkinkas 8174819814 P.3
Mm
I. GEN ERM‘ INFORMATION (mac:- nddifinnal sheets ifnecesuary)
Tu bL' completed by nil Investors.

‘
'...-- .
1. Nam. {£qu 5:8
2. Dim; 01' Birlh:
(to be: completed by individual Invmlors)
3‘ Marital status:
(to he complctcul by individual Investors)
«l», Emp ioycr:
'l‘illc:
(10 bc completed by individual Investors)
5. The undcrfiignud is [check the applicable subparagrnph].
X AUJS.
A
Persnn; m- af’flwfln L(mfifép/flr‘
non-U. S. entity or pcmorn.
fieKY/If
I‘
or purposgs of this Confidential Investor Questionnaim',
citizen of or rusidunl'
aw
.Person" ls (i) a natuml pcmon who is a
m Ihe United States: (ii) a parmcrhhtp or corporation organimd or 3m rpomtcd
under the lawwI-‘ihc United Slates; (iii) an estate ofwhivh any execumr or adminimramr is a LL- Person; ‘
(iv) a trust ol'which any trustee is :1 U.S. Fenian; (v) an agency or branch uf‘a foreign entity loan ed in t‘m:
United States: (vi) :1 ncm-discrctinnnry account or similar accaunt {nlhcr than an estate or trusl) acid by a
dealer or other fiduciary for Ihc benefit or account OI' :1 U.S. F'cmon; (vii) a discretionary z counI or
simiiar account (other flaan an estate ot' trust) hc1rl by :1 dealer or other fiduciary organized. inc porated.
or (if 2m individua!) Iesirjcm in the United States, or (viii) a partnership nr corporation if (A) or; Luizcd or
incorporated under the laws of any foreign jurisdiclim; and (B) formed by om: or more of :
u: above
unclfnr onc 0r mom
natural persons resident in lhc Unilui Slates principally for the purposc of 1! esting in
sccurilius n01 registered under the: Securities Act. unluza it is organized or incorporated. and -
vncd. by
aacredited investor.»- (m; defined in Rule 50131)) who me not natural ymuns, estates or trusts; 'mvldcd.
however, lhal thc turm “U.S. Person" shall not include (my pumon Dr entity {hat is not treated ls U.S. :1
Person for purposes of thc lnicmal Revenue Code ol' l986. :u: amcndcd (me “Code"). A mn-UB.
person“ means any person other than a United Slates Person.
Q:

Please sign
sign and date
date this
this letter
letter in the space provided below to confirm
below to
in the space provided the acknow
confirm the ledgetnents and
acknowledgements and
agi:cements as
agreements as set
set forth
forth above.
above.
Very
Very truly yours,
truly yours,
IF
IF INDIVTOUAL INVEST
INDIVTDUAL OR:
INVESTOR:
(Signatu re)
(Signature)
(Printed Name)
(Printed Name)
W
IF
[F CORPO RATIO N, P
CORPORATION, ARTNE RSHJP, TR.UST
PARTNERSHIP TRUST,
EST ATE OR REPRE
ESTATE SENTATIVE
REPRESENTATIVE
FLO
Name
W 27% TA/Ezs
of Investor
L./d_
L.P.
By:
Name:7 WflEK fifi/l/N/CK
Title 6 P.
APPROVED TI·US
APPROVED THIS /s-.ryDAY
/S‘
OF mJ&/f -,20
—,‘20w
~
BP CAPIT1
CAPITAL U ENERG
ENERGY Y EQUITY FUND IT,
II, L.P.,
L.P.,
aa Delawa re limited
Delaware limited prntncrship
partnership
By:
By: BP Capital
Capital Manage ment, L.P.,
Management, L.P‘,
aa Delawa
Dclawarcre limited
limited partners hip,
partnership,
1ts
its general
general partner
parmer
By: TBP Investm ents Manage

Investments ment LLC,
Management LLC,
a
a Delawa re limited
Delaware limited liability
liability compan y.
company.
its
its general
genera] partner
partner
By: \_/~
/r/JV 1~
/fl[///
Name, _-T-'-,....
Name: ...._""-~---=---
TQS/‘d/filn
Title:
Title: "I'Ce'
-----= -"--'-'17/5 /'v_·
---'-- ---

EXHIBIT A-8

flqusfl‘ 3.
K
./:
/=§//
Jun ,
h‘
2006 M
w
BP Capita
Capitall Energy Equity Fund 11
Energy Equity IL LP.
L.P.
260
260 Preston
Preston Comm ons West
Commons
881.l l177 Presto n Road
Preston.
Dallas, Texas
Dalias, Texas 75225
75225
Re:
Re: Subscr iption Agreem
Subscription Agreement ent (the
(the "Subsc ription Agree ment") dated
”Subscription Agreement") dated May
May I, 1, 2006,
2006..
duly execut
duly executeded byby Floyd
Floyd Partne
Farmersrs L.P.
L.P. (the
(the "fnves tor") and
“Investor“? and SPBP Capita
Capitall Energy
Energy
Equity
Equity Fund
Fund II,
II, L.P., a Ddaw
L.P.. a are limited
Delaware limited partne rship (the
(the "Pllftn
partnership ersb1p")
“Partnershxp‘?
Ladies
Ladies and
and Gentlemen:
Gentlemen:
This letter
Thls letter is being execut
is being executeded by
by the
the Investo and the
Investorr and the Partne rship in
Partrwrslnp in connec tion with
connection the Invest
with the or's
Investor’s
additio nal subscr
additional iption effecti
subscription ve as
effective as of the date
of the date hereof
hercof for
for lnt.,res ts in
lntemests in the
the l'artne rship (the
Partnership “New
(the "'New
Subscr iption"). Each
Subscfiption”). Each capital ized term
capitalized term used and not
not mhem’ise
otherwise define
used and definedd herein
herein shall have the
shall have thP.
meani
meaningng ascribe
ascnbedd Ix.• •uo.h
such term
1x. in th~
term in tho Subicr iption Agreem
Subscription ent..
Agreement. ,
Subjec
Subjectt to
to the
the tenns
terms and
and conditions hereof
conditions hereof and
and of
of the
the Subscription Agre~ment,
Subscription Agreement, Jn connection
:‘nconnec
tion with
with
the
the New Subscr iption, the
the bwest hereby irr~v()
or hereby cably 8Ubscr
Subscription, Investor ib~s for
[or additio nal lntere$
s. 17'11 rw< II
irrevgcably subscribes ts in
in the
P~rtne. r.ship for
additional Interests thc
Partnership for a total purchase µrice
tonal purcham price of S. ??’V/
?W: // The fnvest or
Investor hereby
hereby tenders with
tenders with
this
this New Subsc nption aa check
SubscnptiOn check payabl e to
to the
thc ordet
ordcf of"tlP
of “BF C.amta
Capitall F11erg
payable y Equity
or
0r wire
wire trari$fC
mmsfcr, m the
T, in the amoun
amOuntt ofS 'f'f0
I¥77 9'17<
/
??7: // '
//
Energy Equity Fund I],D, L.P.,”
L.P.,"
The Jnvest
Investor or and the the Partne rship her~by
Partnership hereby acknow ledge an.d
and agree
acknowledge agree that the t~nns
that the and conditions
tmns and conditions
co.ntained in
contained in the
the Subscr iptton Agreem
Subscription Agreementent shall be incorp ()rated herein
511a!) be incorporated herein for
fox all
all purp()S
purposases of
of this
this New
Subscr iption. bl
Subscription. addition, the
In addition, the Investo
Investorr hereby
hei·eby acknow ledges and
and agrees
aoknowfedges agrees that
that the
the represe ntations
representations
and
and warran ties of
warranties of the
the Investo
Investor r contain ed in
contained the Subs~r
in the iption Agree
Subscription ment and
Agreement in the
and in. the Confid ential
Confidcntial
Invest or QuestiO
Investor !l..'laire are
Questionnaire tn.ie and
are true and correc
Correctt as
as of the d41te
date hermf and that
ofthe hcreozfand that the
the Investo
Investorr shall
shall notify
notify
the
the Galf.ra
General! Partne
Farmerr irn.med iately in
immediately wiring .if any
in writing any of such rcpre:s~tations or
.if such representations or warran ties is
warranties is or
or ever
evcr
is
:5 about
abaut toto becom
become e or
or ever
ever becom
becomea es untrue
untrue or
or incorre ct in
in any
incorrect any respec t.
respect.
*W‘kfilfl
-·

Please
Please sign and date
sign and date this letter in
this letter in the space provided
the space below to
provided below to c~onfirm
confirm the acknowledgements and
the'acknowledgemenm and
agr.cements as set
agreements as set forth above.
forth above.
Very
Very truly
truly yours,
yours,
IF
IF INDIVTO"C'AL
INDIVIDUAL INVESTOR:
(Signature)
(Signature)
(Printed Name)
(Printed Names)
IF
IF CORPORATION, PARTNERSHIP, TRUST,
PARTNERSHIR TRUST,
ESTATE OR !REPRESENTATIVE
REPRESENTATIVE
Fm W i'£l/1.~TiJ/-"--"£~l:.~-S
Ft-a 'flJ_ IWTA/Ezs _._;;:...;L_:+..;../d
L.P._ __
Name:
T
MJM
:;~j/.j
Name of Invesltor
Name? /11,1/J.~
By:
QR
Mflgx
Jt'l e: ..oLl. - t.
Title:
")
‘
MEMU/cK - - - - - - -
APPRO~-llS /ff' DA'j

APPRov VD mls /VDAY
op
OF
@garft . ,Jud,
20.a,
BP CAPITAL ENERGY EQUITY FUND JI,

TI, L.P.,
L.P.,
aa Delaware
Delaware lim.itcd
limited pllrtncrship
W
pm‘tncrship
By: Capital Management,

BP Capital Management, L.P.,
L.P.,
aa Delaware limited
limited partnership,
partnership,
its
its general partner
general parmer
By:
By: TBP Investmel'lts Management LLC
Invesunents Management LLC,.
aa Delaware
Delaware limited
limited liabHity
liability company.
company.
its acneral partner
its general partner
By:
By:
Name; /‘" 4‘
t A
Title: ( [V(Wf

EXHIBIT A-9

0D Revocable Trust
Trust (If
(If the
the ttust
tmst does not have $5
does not $5 million
million in
in assets
assets or
or if
if the
the tt·ust
trust was
was
specifically
specifically fo1med
formed for
for the
the purpose
purpose of this investment,
0f this investment, identify each grantor
identify each grantor and
and
indicate under what circumstances
indicate under circumstances thethe trust
trust is
is revocable
revocable by
by the grantor. Also
the granton Also
indicate
indicate the
the catego1y
category inin Section
Section D below thatthat describes
describes how each such grantor
each such grantor is
is
qualified
qualified as an "Accredited
as an “Accredited Investor."):
Investor.”):
(Continue on aa separate
(Continue on separate piece of paper,
piece of paper, if
if necessary)
necessary)
0D Other type
type of Trust
Trust (Indicate
(Indicate type of trust
type of trnst and,
and, for
for trusts
trusts other
other than
than pension
pension trusts,
trusts,
name the
the grantors
grantors and beneficiaries.):
and beneficiaries.):
(Continue
(Continue on
on a
a separate piece of
separate piece paper, if
ofpaper, if necessary)
necessary)
0D Oth<?r form of
Other form organization (Indicate
of organization (Indicate form
form of organization.): _ __ _ _
of organization):
J.
3. The approximate
approximate date
date the
the undersigned
undersigned entity formed: _ _.(~C(
was fo1med:
entity was -=-q
qg ....>....,;7,___ _ _ _ _ __
I
4.
4. State
State of principal place
ofprincipal place of business: _ _ A
of business: A ~l{Q5
=a..%...~>L.!...K
K=-CA.
Q
_ _ _ _ _ _ _ _ _ __ _ _
organization: _ _ ___:
U
U:__~S_A
5.
5. Counhy
Country of
of organization: A_ _________ ___ ___
D.
D. Verification
Verification of Status
Status as an "Accredited
as an “Accredited Investor"
Investor"
In
In order
order for
for the
the Fund to
to offer and sell
offer and the Limited
sell the Limited Partner
Palmer Interests in conformity
Interests in with state
confotmity with state and
and
federal
federal securities
securities laws,
laws, the
the following
following information
information must bebe obtained
obtained regarding your status
regarding your as an
status as an
"Accredited
“Accredited Investor."
Investor.”
If
If an
an individual, check each
individual. check each catego1y
category that
that is
is applicable:
applicable:
E (1)
(l) The Investor
with
is aa natural
Investor is natural person
person whose net
net worth,
worth, either
either individually
individually or
or jointly
jointly
with such
such Investor's
Investor’s spouse,
spouse, exceeds
exceeds $1,000,000;
$1,000,000;
D (2)
(2) The Investor
Investor isis a
a natural
natural person
person who had an an income
income in
in excess
excess of
of $200,000,
$200,000, or
or
joint
joint income with
with such
such Investor's
Investor’s spouse
spouse in
in excess
excess of
of $300,000, in each
$300,000, in each of
of the
the
last
last two years
years and
and reasonably
reasonably expects to have
expects to have individual
individual income
income reaching the
reaching the
same level
level in the current
in the current year;
year;
D (3)
(3) Investor is
The Investor is a
a director,
director, executive
executive officer
officer or
or manager of
of the
the General
General Partner
Partner or
or
executive
executive officer
officer of
of the
the Fund.
Fund.
Q-4
Q-4

Please
Please sign
sign and
and date this letter
date this lette r in the space
in the provided below to
space provided confirm the
to confirm the acknowledgements and
agreements
agreements as
as set forth above.
set forth above.
Very
Very truly
truly yours,
yours,
TF
IF INDIVIDUAL INVESTOR:
(Signature)
(Signature)
(Printed Name)
(Printed
IF
0R REPRESENTATIVE
ESTATE OR
{Jaw '7/
Name of lnveston
WW mad M
By. // g
é/gz/ ymuJL
Name: l
///}7'I<K f/l/IV/UJ" K‘
Title: (it Arm; flfizzm/Qz,
APPROVED lTHIS I ff
HIS / 5/ DA
DAYy
oF Abvemo~I'
Fzml/gmbg/ -#20Q7
-,2o(J7
BP CA PITAL ENERGY EQUITY FUND IT,

CAPITAL II, L.P .,
L.P.,
aa Delaware limited
limited paitnership
partnership
By:
By: BP Capital
Capital Management, L.P.,
L.P.,
aa Delaware limited paitnership,
Delaware limited partnership,
its
its general partner
general partner
By:
By: TBP Investments
aa Delaware limited liability
Delaware limited liability company,
company,
its
its general partner
general partner
By:
By:
J;L___
ffl”Z—\
Title:eii/fig:
Name: ff:~ ~tl'dt
Name:
Title: EA! UiA
%/)2

EXHIBIT A-10

OCT-27-2008
DCT-ET-EIBB 09 :29
89:39 From:MAIL N
From:MRIL N SHIP
SHIF’ To : 12147509773
Tu:18147539??3 Pa5e=Ef3
WITRDRA WAL NOTICE

W'I’IWDRAWAL
Date:
um: {6522‘ . 2903
BP
B? Capital
Capital Energy
Energy Equity Ptmd Il,
Emzity Fund II. L.P.
L.P.
260 Preston
West
81
8| ll7
7 Pmston
Preston Road
Road
Dallas,
Dallas, Texas
Texas 75225
75225
Dt:ur
Dear General
General Partner:
Partntr:
This
This letter
letter shall
shall serve as my
serve as my Withdrawal
Withdrawal Notice pursuant m
Notice pursuant to Section 8.5 or
Section 8.5 the Amended and
ot' the and
Restated Agreement
Restated Awmcnt of of Limited
Limited Partnership of BP Capital
Partnership of Capital Energy Equity fund
Energy Equity Fund 11,
II, L.P.
L.P.
Withdrowql
Wighgrgwgl Date:
D1; tg: Ple8se your investment
Please make your investmcm dedsion
decision for
for October
October 31,
3 1, 2008:
2008:
U
U Withdrawal
No Withdrawal
W: );K'
bx
Please ch~k.
Amount of Withdrawal; Please
uU
Withdraw the Amount
withdraw the
lhe appropriate
check llw appmpriatc box;
Complete
box:
Complete Withdrawal
Wifiidmwal
Indicated Below
Mount Indicated Below
2% Partial Withdrawal of
Partial Wiihdrawal $_fl/m—__ 1
Elf $._Ai..:~:::.;:i:.,,_,thn,,~=------
uLr Partial
Partial Percentage
Percentage Withdrawal of----~~%
Withdrawal of %
Exam N~n:te
Exact Name of 1nvm2r:
afinvsmr: F20 ya F#m/VEES LP
Wiring Instruction;
(Bank’swame) Wa/Mm
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(Rowing Number) ___~-~---....,...-----

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rLWimmamlNc-Iice-- 111' Cupiml Dum~Hc
HP Cupitul Dummy 11(1 68')194_2),DOC
Jiuomleg‘mc

D (4)
(4) None of the above.
of the above.
term "net
The te1m “net worth"
worth“ means the
the excess of total
total assets
assets over total
total liabilities.
liabilities. In calculating "net
In calculating “net
worth,"
worth,” the
the undersigned
undersigned may include
include the
the estimated
estimated fair
fair market
market value
value of
of the
the Investor's
Investor’s principal residence
principal residence
as an
as an asset.
asset.
In
In determining
detelmining individual
individual "income,"
“income,” thethe Investor
Investor should
should (i)
(i) add to the
add to the Investor's
Investor’s individual
individual
adjusted gross income (exclusive of any spousal income) any amounts attributable to tax
adjusted gross income (exclusive of any spousal income) any amounts attributable to tax exempt
exempt income
income
received, losses claimed as
received, losses as a
a member in in any
any limited
partnership, deductions
deductions claimed
claimed for
for depletion,
depletion,
contributions
contributions to an IRA or
to an or Keogh retirement
retirement plan
plan to
to the
the extent vested, alimony
extent vested, alimony payments, and any
payments, and any amount
amount
by
by which income from
income from long-term
10ng~term capital gains
capital gains has
has been
been reduced in arising at adjusted gross income and
reduced in arising at adjusted gross income and
(ii) subtract from the
(ii) subtract Investor's individual
the Investor’s individual adjusted
adjusted gross
gross income any
any unrealized
unrealized capital
capital gain.
gain.
If
If not an individual,
not an please check
individual, please each catego1y
check each that is
categom that is applicable:
applicable:
D (5)
(5) The Investor
Investor is a bank as
is a as defined
defined in
in Section
Section 3(a)(2)
3(a)(2) of
of the
the Securities
Securities Act,
Act, or
or a
a
savings
savings and loan
loan association
association or
or other institution as
other institution as defined
defined inin Section
Section 3(a)(5)(A)
3(a)(5)(A)
of the Securities
of the Securities Act,
Act, whether acting
acting in
in its
its individual
individual or
or fiducia1y capacity;
fiduciaxy capacity;
D (6)
(6) The Investor is aa broker
Investor is broker or
or dealer
dealer registered pursuant to
registered pursuant to Section
Section 15
15 of the
of the
Securities
Securities Exchange Act of 1934, as amended;
1934, as amended;
D (7)
(7) The Investor is an insurance
Investor is insurance company as
as defined
defined in
in Section
Section 2(a)(l3)
2(a)(13) of the
the
Securities
Securities Act;
Act;
D
U (8)
(8) The Investor
Investor isis an investment
investment company registered
registered under
under the
the Investment
Investment
Company Act of of 1940,
1940, as
as amended,
amended, or a business
or a business development company as
development company as
defined
defined in
in Section 2(a)(48) of
Section 2(a)(48) of the
the Investment
Investment Company Act of 1940,
Act of I940, as amended;
as amended;
D (9)
(9) The Investor
Investor is
is aa Small Business Investment
Investment Company licensed
licensed by
by the
the U.S.
U.S.
Small
Small Business
Business Administration
Administration under
under Section 30l(c) or
Section 301(c) or (d)
(d) of
of the
the Small
Small Business
Business
Investment Act of 1958,
1958, as
as amended;
D (10)
(10) The Investor
Investor is a plan
is a established and
plan established and maintained
maintained by
by aa state,
state, its
its political
political
subdivisions,
subdivisions, oror any agency or
any agency or instrumentality of aa state
instrumentality of state or its political
or its political
subdivisions,
subdivisions, for
for the benefit of its
the benefit its employees,
employees, and such plan has
such plan total assets
has total assets in
in
excess of
excess of $5,000,000;
$5,000,000;
D (I
(H)1) The Investor
Investor is is an
an employee benefit plan wifhin
benefit plan with in the
the meaning of thethe Employet>
Employve
R etirement Income Security
Retirement Security Act of
0f 1974,
1974, and (i)
(i) the investment decision
the investment decision is
is made
by aa plan
by plan fiduciary,
fiduciaxy, as as defined
defined inin Section 3(21) of
Section 3(21) of such
such Act,
Act, which
which isis either
either a
a
bank savings
savings and loanloan association,
association, insurance
insurance company,
company, or or registered
registered investm ent
investment
adviser, or
advisor, or (ii)
(ii) the employee benefit
the employee plan has
benefit plan has total assets in
total assets in excess
excess of $5,000,000
$5,000,000
or
or (iii) if aa self-directed
(iii) if self-directed plan, the investment
plan, the investment decisions are made solely
decisions are by
solely by
persons
persons that
that are
are accredited
accredited investors;
investors;
D (12)
(12) The Investor
Investor is
is a
a private business development company as
pn'vate business as defined
defined in
in Section
Section
202(a)(22) of the
202(a)(22) of the Investment
Investment Advisers
Advisers Act
Act of
of 1940,
1 940, as
as amended;
amended;
P2 (13)
(13) The Investor
Investor (i) is either
(i) is either a
a corporation,
corporation, a
a partnership,
partnership, aa limited liability company,
limited liability company,
an organization
an organization described
described inin Section 50 l (c)(3) of
Section 501(c)(3) of the
the Internal
Internal Revenue Code,
Code, or
or a
a
Q-5
Q-S

OCT-27-2008 09:28
OCT-BT-EIBB I928 From: MAIL NN SHIP
From:MRIL To:12147509773
T0118147589773 Page:1’3
5990
5990 IHighway
Iighway 51
51
P.O. Dox77
P.O. Box
McFarland,
McFarland, WI 53558
Dirr.ct:
53558
Dirent: 608-838-5041
608~838+5041
McFarland
Fax:
Fax: 608-838-2275
Email:
Email: sbuchert@msbonl ine.com
sbuchel't@msbonline.c0m
Fax
Fax
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.0 / 2 S/ 2008 05:11 FAX
.0/2a/2m13 I0055
@00
Date:
Date:
BP Capital
m,
_o~v-'J'---3
I
___,2oos
Energy Equity
Capital Energy
260 Preston
260
II, L.P.
WITHDRA WAL NOTICE
WITIIDRAWAL
2008
Preston Road
31 17 Preston
8117
Dallas, Texas 75225
Dallas, Texas ?5225
Dear Gefleral Partner:

Dear General Partner:
as my Withdrawal
serve as
letter shall serve Notice pursuant Section 8.5
to Section
pursuant to 8 5 of the Amended and
of the and
This
This letter shall Withdrawal Notice
Restated Agreement Limited Partnership
ofLimited of BP Capital
Partnership of Capital Energy Equity Fund ll,
Energy Equity L.P.
ll, L .P
Wimggawal Date:
Withdrawal Date: Phase make your
Please investment decision
your investment for October
decision for 2008; ..
31, 200t
October 31, .
-
0
L'J No Withdrawal
Withdrawal /
,--
~
W Indicated Below /
the Amount Indicated
Withdraw the
Withdraw
Am t off Withdrawal:
Amoynt dra i Please
Please check the appropri
check the
i:
appmpr' te box:
te box:
0D
AfbA
mH&W mfiflfi'w
~~~~"=7-i"'=~~~~OJAJ ~~Pc.~
----..-~vsomu
ht H
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.
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rt\od.LSo(), WJ
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LU]
3 -=r- l-=1-
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Dwimdrnwal Notice -- 9P
D-WW1d111wal Notice Capital Oonies1
OP Capital ic 11(1689194_2.).00
Dalmatia "(16891 94_2).DOCC

10123/ 2008 05
10/23/2003 05:10
10 FAX
:
@00
I0033
WlTHDRA WAL NOTICE

WITHDRAWAL
Date:
Date: _ .......
10=--h"-'
(0 (é? "_1
i- __•,2008
2oos
I
BP Capital
BF Capital Energy
Enargy Equity Fund If,
L.P.
260 Preston Commons
West
8117 Preston Road
81 7 Preston
l Road
Dallas, Texas
Dallas, Texas 75225
75225
,.
Dear General
Partner: l
—'\
This
This letter shall
Ietter as my Withdrawal
shall serve as Withdrawal Notiee
Notice pursuant
pmsuant to
to Section 8.5 of
Section 8.5 of the Amended and
the Amended and
Restated Agreement Umited Partnership
ofLimited Partnel'ship of
of BP Capital
Capital Energy
Energy Equity Fund ll, L.P.
Withdrawal
Wiflwdmygl Date:
ME: Pleuse
Please make your
make your investmznt
investment decision tbr October
decision for October 31, 2008:
3 1, 2008:
0D No Withdrawal
Withdrawal
~.
M‘ Withdraw
Withdraw the
Indicated Below
Fax
Amount 91
Amggg; of Withdrawal:
flithdrawaf: Please check the appropriate box:
0I] Complethithdrawai
Exac
K Bomb;'
QWIW‘OL}{uPJr Rd.
OWLUJI ‘Dé-I-l'ifv
( r Further Credit) MA ER E REM N (C,Ct
D·Willldm YGI Notlce

D-Wilmwal BP CEIpthI
Notice· BF Capital Dumcslic
-
Domestic 11(1689194_2)..DOC
lE(l6fl9l94_1).DOC

EXHIBIT A-11

03/20 /2009
83/26/2888 13:40
13: 48 45-23 65
688-246-2365
508-2 CHASE PAGE 02
82
March JO,
1 0, 2009
2009
Trista Black
Trista Black
Capiiall
BP Capita
8117 Preston Rd #260
81 17 Preston
75225
Dallas, TX 75225
Dallas,
Black,,
Ms. Black
MS.
Please
Please let this letterserve as
let this letter serve as the formall request
the forma withdrawal <'1Ll/J;rDt?tf
to withdrawalwgmgl
request to Md of of the Floyd
the Floyd
Capitall Energ
the BP Capita y Equity Fund Maste
Master r II, LP as
as of
of March
Partmo rs L.PY
Partners investment in
LP. investment in the Energy Equity II,
into the
erred into Capitall Energ
the BP Capita Energy II, LP as
y Fund II, April 1,
as April 1, 2009.
2009.
31,
3 1, 2009 be transf
to be
2009 to transferred
WM
x
\
Thank you,
you,
d~
·'Mike Huidef' M MK< ;k/{/
/Jf;!.£/ 11/te/C..
fiémaa/Q

For the
the pmpose
pulpose of determining the
0f determining Investor's status
the Investor’s status as a Qualified
as a Qualified Pmchaser,
Purchaser, the term
the term
"investments"
“investments” includes:
includes:
>
)> securities
securities of public companies;'
0f public companies?
>
)> securities
securities of non-public companies that that do not
not control, are not
control, are controlled by
not controlled or under
by 01‘ under
10
conm1on control
common control withg
with' the
the Investor,
Investor, unless
unless such
such company has
has shareholders’
shareholders' equity
equityw of at
0f at
least $50 million;
least $50 million;
> shares in
shares in registered investment companies,
companies, such as
as mutual funds and publicly—traded
publicly-traded
closed end funds;
closed funds;
> shares in
shares in private investment companies that
private investment are exempt from the
that are the Investment
Investment Company
11
by Section 3(c)(1)
Act by 3(c)(l) or
or 3(c)(7)
3(c)(7) of the
the Investment
Investment Company Act;
Act;“
12
> cash and cash-equivalents
cash-equivalentslz (including
(including foreign cmTencies) held for
foreign cun'encies) investment purposes;
for investment purposes;
and
13
>
)> real estate
real estate held
held for
for investment pmposes.
purposes.”
"Investn1ents"
“Investments” does
does not include art,
not include jewelry and antiques.
art, jewelry antiques,
respect to
With respect to each asset
asset listed above, the
listed above, the Investor
Investor should:
should:
>
)> value
value all the assets
all of the consistently based
assets consistently based upon either
either (i) their fair
(i) their market value
fair market value 0n
on the
the
most recent
recent practicable
practicable date
date or
01' (ii) their
(ii) their cost;
cost; and
and
>
)> when rep01ting
repofiing the value of the
the value the asset,
asset, exclude
exclude the
the principal
principal amount of any
any outstanding
outstanding
a
A "public
“public company"
company“ is
is any
any company or other entity
or other that (i)
entity that files rcp01ts
(i) files rcpons pursuant to Section
pursuant to Section 12 or I15(d)
12 or 5(d) of
of the
the 1934 or (ii)
Act, or
I934 Act, (ii) has
has a
a
class of
class securities that
ofsecurilics that arc
arc listed
listed on a "designated
“designated offshore
offshore securities
securities market" as
as such
such term defined by
is
defined
term is Regulation S
by Regulation Sunder the 1933
under thc 1933 Act.
AcL ForFor
example, aa company whose equity
cxamptc, securities arc listed
equity securities listed on a national securities exchange or
national securities or traded on the
Iradcd on the National Association of
National Association Securities
ufSecuritics
Dealers Automated Quotation
Dealers Quotation System (NASDAQ) \VOuld be aa "public
would be company."
“public company.”
9
For purposes
For purposes of this definition,
0fthis definition, aa person
person or cntily
entity is
is deemed toto "control" a company
“control“ a company if(i)
if(i) the
lhc person
person is, or thc
is, or the entity
entity has the power
has the power lo to
appoint, an officer
appoint, officer or director
director of the company and the
ol‘ the the person or
or entity
entity owns directly or indirectly
directly or indirectly any voting securities
any voting sceuritics of the company,
ofthe company, or (ii) the
or (ii) the
person or
person or entity directly or
entity owns direclly or indirectly
indirectly more than
than 25% of the voting
uf ihe securities of
voting securities of the
lhe company.
company
'"
1°
"Shareholders' equity" should he
“Slmreholdcrs’ equity” the amoum
be the amount reflected
reflected as
as such on the
the relevant
relevant company's nmst recent
company‘s most rcccnt (and in any
(and in any event
event nor more than
nor mow than
16
16 months old)
old) financial statements prepared
financial statements prepared in accordance \viQh
in accordance with generally accepted accounting
generally accepted principles.
accounting principles.
"
" Thr
The Invcsh>r
lnx'cstvr may ul:o
ulro include interests
interests in
in companies
uompanics (hm urc (i)
th<11 arc (i) cxcmpt
exempt frnm <he Ji,vcslm~·nt
from aha Ar:t by
Comp<my AN.
lnvcsxmcnl Company by S.:.ction 3(c)(2J_ ('.;
Section 3(c)(2). (f; J. ;.
(4), (5), (6), (8), or

(4), (S), (6), (8), or (9)
(9) of the Investment
ofthc lnvcslmcm Cmupany Act, (ii)
Company Act, (ij) exempt from
from the
thc Investment
Investment Company Act Ac: by Rule 3a-6
by Rule or 3a-7
3a-6 or of the
3a-7 of Investment
thc Investment
Company Act,Act, or (iii) commodity pools.
or (iii) pools.
"
‘2
Cash and cash equivalents
equivalents include bank deposits,
dcposils, certificates
certificates of deposit, banker's acceptances
deposit, banker’s acceptances and similar
similar bank instruments held for
instruments held for
investment purposes and the
investment ncl cash suncnder
Ihe net sun'cnder value of an insurance
ofan insurance policy.
policy.
"n Real estate

Real
an individual,
an individual, (he
held for
estate held for investment
the individual's
individuai's "related
purposes excludes
inves€ment purposa excludes the
persons") (and
”related persons") (and the
(he case
thc following
case ofa
following types
types of
of real
real estate;
Family Company, the
of a Family
estate: real
rcal estate
estate used
the company's owners or
by the
used by the Investor (and in
Investor (and
its owners'
or its owners' "related
the case
in the case of
persons") (i)
“related persons") (i)
of
for persona]
for personal purposes, (ii) as
purposes, (ii) as aa place
place of business, or
ufbusincss, (iii) in
01' (iii) in connection with
with aa trade
trade or business
busincss (w1less
(unless the Investor is
the Invmtor engaged primarily
is engaged primarily in
in the
lhc
business of
business of investing,
invesliug, trading
trading or or developing real
real estate
estate and thethe real
real estate
estate in
in question
question is part ofsuch
is pan of such business).
business). Residential real estate
Residential real may be
eslalc may bc
considered "held for
considered “held investment" ifdeductions
for investment” if deductions on the property are
Ihe properly not disallowed
arc not disallowed byby Section
Section 280A of the Internal
ufthc Intcmal Revenue Code. The tenn
Code. The term
"related persons" includes
"related persons" includes a
a spouse or former spouse,
spouse 0r spouse, sibling, direct lineal
sibling, direct descendant or
lineal descendant ancestor by birth
or anccstorby birth or
or adoption
adoption or
or a
a spouse of such
spouse of such
descendant
dcscendant or
or ancestor.
ancestor.
Q-8
Q—B

10/30/2009
10/38/2669 14:27
14:27 5085513445
6886613445 GWCU SP MORTGAGE PAGE 02/02
62/62
60± 3d
g 36
?czl ,2009
Black
lrista Black
Trista
BP Capital
Capital
811 7 Preston
81 I7 Preston Rd #260
#260
Dallas, TX 75225
Dallas, 75225
46
Ms.
Ms. Black,
Black,
Please
Please let this letter
let this 1etter serve
serve as as the
the formal
formal request
request to withdrawal #iotJ.
to withdrawal a 1tJ¢() of the Floyd
ofthc Floyd
Partners
Partners L.P.
L.P. investment
investment in in the
the BP Capital
Capital Energy
Energy Equity Fund Master
Equity Fund Master II,
II, LP as
as of
of
Oc:-J
004 • a 3 11,., 2009
3 2009 to
to be
be transferred
transferred into
into the
the BP Capital
Capital Energy Fund U,
Energy Fund II, LP as
as
fJoV,
OU 1, 2009.
1, 2009.
11/J I ) ~/}
Thankyou, ''/~
Mark Hennick
Hermick

EXHIBIT A-13

WITH ORA WAL FORM
REQUEST FOR WITHDRAWAL
DATE:
DATE: ,~ I) ;,20
l.' .376 .. , 20 /2
/'2
f ' - -
To:
To: BP Capital Equity Fund II
Energy Equity
Capital Energy L.P.
H L.P.
c/o TBP Investments
c/o Investments Management LLC
260 Preston
81 17
81 Preston Road
l7 Preston
Dallas, Texas 75225
Dallas,
Ms. Trista
ATTN: Ms. Granben-y
Trista Granbeny
Facsimile:
Facsimile: (214) 615-3832
(214) 615—3832
Dear Sir
Dear or Madam:
Sir or
undersigned limited
The undersigned (the "Limited
partner (the
limited panner Partner") of
“Limited Partner") of BP Capital Equity Fund II
Energy Equity
Capital Energy II
L.P. (the "Fullff') hereby
L.P. (the “Funrf’) that the
requests that the
hereby requests Fund withdraw from
from the
the Limited
Limited Partner's
Partner’s capital
capital account
account
balance
balance in (the "Capital
the Fund (the
in the Account" ) and
“Capital Account") pay the
and pay following amount to
the following the Limited
to the Limited Partner as
Partner asv V
;,::::::;•wJf:1~q ()», ~ )kl( ~
directed below:
qJ
q Xiqu.
t <'i-:•
kv/ &
(select one)
f qSq/ 89$¥ /0
'
W \~
(~ ck
\3 the
(he entire the Limited Partner's
entire balance of the Capital Account.
Pannar‘s Capital [ .,,_'if"
(} . “3}
___.-m $
$ ~~
Q0
as of
on and as (please the requested
specify the
(please specifi) withdrawal
requested withdrawal
date,
date, which
which generally
generally must be
be the
the last
last day of
day ofaa calendar
calendar quarter)
quarter) (the
(the " Withdrawal
“Withdrawal Date").
Date"). The Limited
Limited
Partner acknowledges and
Partner and agrees that this
agrees that for Withdrawal
this Request for Withdrawal is is subject to aallll the
subject to the terms and
terms and
condifions forth in
set forth
conditions set 'm the
the Amended and Restated Agreement of
and Resmted of Limited Partnership of
Limited Partnership the Fund,
of the as
Fund, as
(the "Part11ership
amended (the Notice of
Agreement"). Notice
“Partnership Agreement”). any withdrawal
of any be given
generally must be
withdrawal generally given in writing at
in writing at
least (90) days

ninety (90)
least ninety prior to
days prior the proposed
to the Date.
proposed Withdrawal Date.
Please provide
Please instructions for
provide instructions for the account to
the account the cash
which the
to which the Capital
proceeds of the
cash proceeds Account
Capital Account may be sent
be sent
by wire
by transfer:
wire transfer:
Name of Bank
of Bank
Address of
\”)~
ABA Number
V N umber
Account Number
\N
Is Held
Account Is
Name Under Which Account
[Signature
[Signature Follows]
Page Follows}

VrfY tntly yours,
$
.
: \ 8 .2 3
E
m ?S
..
?
5
13 U
/} /J , !/
a
.
.
x
I ;/
M.
.
k \
f;t'. ,,,Ill C.-f... ,
Nm _
- -- -'-->"·.::..;;,;'--;
. J.._.,-''.
!
e_
S7~n%ur9
Q fin f
5
of 'tip1itcd Parh1cr ,,,
3 a 2
$ J" 32
.
,
5
m
.
w
n
.
;J '!:!ff( ;Y-£: !l/ ll 11 <:JC-H
“.
R
3 k
b
L‘
.
(Print name)

EXHIBIT A-14

REQUESI ,,
IOR1~ “I
n EQUEST i:o FIIDRAWAL FORM
WITHDRAWAL FO RM
W 9.445
,_.—
I /3 0 aQJ!i._
f
Gas £\
Dared:
Dated;
4(LL/Qwi /l/ JPN}
{WA
I r
To:
To: BF Capital
OP Capital Energy Fund IL
Equity Fund
Energy Equity L.P.
II, L.P.
c/o Tl::JI'
cr’u TBI' Investments Maoagemem, LLC
Investments Management, LLC
260 Commons West
Preston ("nnmnms
2,60 Prcslun Wml
81 Il?
81 7 P1 cstun Road
Preston Rand
Dallas, Texas 75225
Dallas.
Dear
Dear Sir
SLr or Madam:
01'
The undersigned limIrcd

'l'he undersigned (the "“Limited
pa1tner (the
limited pamlcr Partner") ol‘BP
Limited Partner“) Energy Equ
Capital Energy
of BP Cupilal Equily Fuml II. LP,
ity Fund L.P. (the
(1hr: "F1111d")
“I-‘muf'j
||.
hereby L'cquesls thal

hereby requests lhflt the from thc
withdraw from
tbe Fund withdraw Pai1ner's capital
Limi ted Partner's
the Limited account in
capilal account
‘m
1hr: (the "Cap/111/
the Fund (the “Cupiml
Acco1111t") and
Account”) and pay amount to
following amount
the Iblluwjng
pay (In: lo the
[ho l,imiled Partner as
Limited Partner below:
directed hclnw:
as dircuicnl
(please rm:- 1!f

fuflr‘u.’ one
(plane i11iliul uf'a’he fnlloll;11g )
lltc .fhflmving)
the balance of
entire balance
[he entire th e Limited
ufilu: Partner's Capital
Limited Purlner‘s Account
Capital Account
,f__ s$ {).MJ.
QM• I
coo
(va
ll
next available
liu: next
onn the date (the
withdrawal date
available wilhdrawul {the "With Date") following
drmval Dare“)
”Wilfrdr’mml of this
receipt of
following receipt Request for
lhis Request Wit11drnwnl.
for Wimdmwal.
The Limi ted Partner
The Limilcd acknowledges mu]
Partner acknowledges and agrees
agrees Ihul th is Request
that lhis Withdrawal is
for Withdrawal
Requcsl for Ls subject to all lhc
subject tu the tenns
terms and
11‘]
conditions set for

conditions set forth in the
th in Amended and
the Amcndcd nnd Restated of Limited Partnership
Agreement ofLunited
Restated Agreement of the Fund.
Partnership ofthc as amended‘
Fund. as umended. This
'l‘his
Requcsl Withdrawa l must

for Withdrawal
Request fur must be
bu: reccivcd least ninety
nt least
received at ninc-zy [9(3) days prior
(90) (lays toon Withdrawal
prior lu Dam
Withdrawal Date.
Please provide instructions

Please provide instructions far the account
for lhc account to cash proceeds
the cush
which the
to which procuuds of Ill:
rol‘ be sent
withdrawal may bc
the withdrawal sent by wire
by win:
tran sfor:
transfer:
E&éélMfié/ Name offlzmk

r54? / grlctr‘r/y} 5H 1006 5/?
——
Address
ABA
Bank
of Bank,
Address 0f
Number
ABA Numhcr
Account Number
Name Under Which Account ls IHeld

Account ls leld
9f
_‘
shall be
proceeds shall
Withdrawal proceeds
NOTE: Withdrawal paid In
be paid to the From which the
accounl from
the same account llle Investor’s in 1he
invest ment in
Investor's inveslmem Fund
thc Fund
was originally remitted, unless BP

was migiually remitted, unless BF Capital
Capital Management,
Managemcm, L.P .•
L.P.. in
in its
ils sole
snlc discretion,
discretion. agrees
agrees otherwise.
otherwise,
M
MAM 7 ///ti
mi;
/JJ!4
/
1,}.J//e111jwwu
rttA.1K-
~natuAAf Limited Pmt
inaluru fLimited
Yr,yy'lluly
z'
s
Partper
Jc:. J. (VIV r( fL.
er
yours,
truly yums.
(Prim name)
(Print name)
REQUEST FOR
REQUEST WITHDRAWAL FORM
FOR WI'I'HDIhUVAL

EXHIBIT A-15

AMENDED AND RESTATED
AGREEMENT OF LIMITED PARTNERSHIP
OF
(A Delaware Limited Partnership)
THE LIMITED PARTNERSHIP INTERESTS (THE “INTERESTS”) OF BP CAPITAL ENERGY

EQUITY FUND II, L.P. (THE “PARTNERSHIP”) HAVE NOT BEEN REGISTERED UNDER THE
SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), THE SECURITIES LAWS OF ANY
STATE OR ANY OTHER APPLICABLE SECURITIES LAWS IN RELIANCE UPON EXEMPTIONS
FROM THE REGISTRATION REQUIREMENTS OF THE ACT AND SUCH LAWS. SUCH
INTERESTS MUST BE ACQUIRED FOR INVESTMENT ONLY AND MAY NOT BE OFFERED
FOR SALE, PLEDGED, HYPOTHECATED, SOLD, ASSIGNED OR TRANSFERRED AT ANY TIME
EXCEPT IN COMPLIANCE WITH (i) THE ACT, ANY APPLICABLE STATE SECURITIES LAWS
AND ANY OTHER APPLICABLE SECURITIES LAWS; AND (ii) THE TERMS AND CONDITIONS
OF THIS AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP. THE
INTERESTS MAY NOT BE TRANSFERRED OF RECORD EXCEPT IN COMPLIANCE WITH
SUCH LAWS AND THIS AMENDED AND RESTATED AGREEMENT OF LIMITED
PARTNERSHIP. THEREFORE, PURCHASERS OF SUCH INTERESTS WILL BE REQUIRED TO
BEAR THE RISK OF THEIR INVESTMENT FOR AN INDEFINITE PERIOD OF TIME.
D-1293805_6.DOC

OF
TABLE OF CONTENTS
Egg
ARTICLE 1 CONTINUATION ........................................................................................................ 1
1.1. Continuation ................................................................................................................. 1
1.2. Name ............................................................................................................................. 1
1.3. Certificates and Other Filings ....................................................................................... 2

1.4. Offices and Agent ......................................................................................................... 2
1.5. Term .............................................................................................................................. 2
1.6. Purposes ........................................................................................................................ 2
1.7. Limits ............................................................................................................................ 2
ARTICLE 2 DEFINITIONS .............................................................................................................. 2

2.1. Definitions .................................................................................................................... 2
2.2. Other Definitions .......................................................................................................... 6
ARTICLE 3 CAPITALIZATION ...................................................................................................... 6

3.1. Capital Contributions .................................................................................................... 6
3.2. Capital Accounts and Tax Accounts ............................................................................ 7
3.3. Separate Accounts ........................................................................................................ 8
ARTICLE 4 ALLOCATIONS AND DISTRIBUTIONS .................................................................. 8

4.1. Tax Allocations ............................................................................................................. 8
4.2. Changes of Interest ....................................................................................................... 9
4.3. Determination of Net Asset Value ................................................................................ 9
4.4. Liabilities .................................................................................................................... 10
4.5. Determinations by General Partner ............................................................................ 10
4.6. Limitation on Distributions ........................................................................................ 10
4.7. Distributions ............................................................................................................... 10
4.8. Withholding ................................................................................................................ 10
ARTICLE 5 LIMITED PARTNERS ............................................................................................... 11

5.1. General ........................................................................................................................ 1 1
5.2. Limitation on Liability ................................................................................................ 11

5.3. Outside Activities ....................................................................................................... 11
5.4. Admission of New Partners ........................................................................................ 11
5.5. Withdrawal, Death, Other ........................................................................................... 11
ARTICLE 6 MANAGEMENT ....................................................................................................... 12

6.1. Rights .......................................................................................................................... 12
6.2. Standard 0f Care ......................................................................................................... 13
6.3. Agreements with Affiliates ......................................................................................... 13
6.4. Limitation on Liability ................................................................................................ 14
D—1293805_6.DOC i

Hpr 21
Apr 06
OE 01: 06p
01:06P Fedexkinkos 8174618814
8174619814 p.5
. ».
‘
j rue
.ruc False
False
(b)
(b) Tho
Thc lnvc,tor
Investor has
c(lnscnt
consent of
Investor
hm rrc-Amendme11t
of all
Prc-Amcndment Bcnclicial
all such
Beneficial Owners and
such Pre~An1cnd·11cnt
and ha"
Beneficial Owner~
PreAAmcnd'ncm Beneficial
ham obtained
Owners to
obtained ti
fl
the treatn1c
lo the m‘ the
treatmc t or the t
Investor as
as a
a Qualified
Qualified Purchase
Purchase c. '.
H
H, ·vcril'icntion
'Vcrificulion oC..SJatus
OFSmuIS as
:15 nn
an En1pl0Yco
Emolovcc &ncfil Pl.~~ <sJ..:ip
Bcncfil Phn (skip ifnn
if an indiYldual
individual OI'
0r fc\ocnblo
rm ocnblc tni
In: l1
·rhe
The undersigned
undersigned is:
is:
D e( (1)
(l) an "employee
“employee welfare
welfare benefit
benefit plan"
plan” a>
2n; described
described in
11
in section
section 3(1)
3(1) ofERli
of ERU- \Hhal
that is
is
·rruc
True False
False sutiicct m the
subject to the provisions
provisions ofTitle
ofTitle II ofERISA
of ERISA”;; oror
m
D
'fruc
ca"
Q’
False
(2)
(2) an "employee
“cmploycc pension
subject to Tille
pension benefit
I
benefit plan"
ofERISA, or
plan" as
as dc>cribcd
a tn1st
or a
described in
trust described
described in
in Section
Section 3(2)
3(2) of
in Code Section
ERi~ ~uhat
ol‘ERl:
Section 401(a).
that is
is
a pla.n
True False subject to Tine of ERISA,
I 401(11)‘ 1r a plan ‘r
15
described
described in
in C.:odc
Code Section
Section 403(a)
403(a)”;; or
or
D
True
True ~ False
(3)
(3) an individual
indiVidual retirement
retirement accounl
aCCOunI as
a5 described
described in
in Code Section
Section 408(a);
408(a)‘, OJ
0|
D
True tsc
False
(4)
(4) an
an individual
individual retirement
rctircmcnl annuity
annuity as
as described
described in
in Code
Codc Sectjon
Section 408(b);
408w); ot
ox
D
'fruc
True ifll‘alsc
(S)
(S) au governmental
and
guvcmmcmal plan
and maintainc<l
State
Sum: or
plan as
maintaimsd for
as describe:!
for it'
described in
its employees
political subdivision
or political
in Code
employees by
Coda Section
by the
Section 4
4 I 4(d)
the. government
t.hnrcoi~ or
subdivision flmrcof. or by
govcmmcnl of
by any
any agency
4(d) (i.e.,
agency or
(i.e.. a
of the
a plan
the United
csl ~lished
plan cs1
United S
or jnstrun1cntal
instrumental 1
blishud
S h
l
•.-"S. any
Les.
I of any
any
any
of the foregoing);
ofthc foregoing); orm-
D
'I' rue
'l‘rue ~
P/ ?aise
(6)
(6) aa church
church plan
election
that
that has
plan as
as described
election provided
described in
provided by
not elected
has not clcctcd to
in Cc<lc
Codi: Section
by Code Sect.on
hc covered
to he covurccl by
Scclion 414(e)
Secton 41
4l0(d)
by ERISA's
4|4(c) with
O(d) ha'
has not
with respect lb which he
respect ((i
n01 been made (i.e.,
ERISA‘s pm1icipali<m
a cl
(i.c., a
participation "1l<l
and funding
he
cf rch pllli1
plan
funding tiles);
ules); or
or
rcl'l
0D 14' (7)
(7) aa foreig;n
foreign plan
plan as
us described
(luscribcd in
in S<·etion
Section 4(bX4)
4(b)(4) (i.e.,
(i.e., a
a pbn
plan rnainmined
maintained ou ide
ide the
the
True false
False United States,
United States. the
the participants
participants c.f which arc
(vt'which arc all
all (or
(or substantially
substantially all)
all) no
no rcsi<lent
rcsidcnt
aliens
aliens with no United
with 110 United Stntos ..sot. rec
Stzwcmm wc income);
income); or
or
1"• An "employee
“umpiuycc wclfor\~ pmgram ~~ll1bli'<l1l'l.I
cymbliuhul ~n· ur 111.ai11lnin~d ~llf£ic.il
\vcll'lm: hl,!udiq,Jan"
huuufil plan“ Ii; any
I‘s
nny plan,
plan. fimd,
fund. or
nr program umimnincd by by anan employer
employer tom provitk
provide (i)(i) ml,ldii;,
nledin surgicm fiTm
huspitul
huspiwl tare-
cum or0r Ucnclils. ifl 11k!
bunul'lls in thi.~ (!vent
even! fif s1ckncs~. accident
nl'swkncss, accldcnl‘ drnllb1llty.
dlsublllly‘ de 11th u1
dculh m unc011)l11ymP.n\,
unellmloymflflk (Ii) (ii) vacation hunci'xls. upprc11tie-0~tli1)
vacnmm bcnchls, nppwllliwbhin ins 0| other
ms OJ Ulhcr
tnunrnt~
(tummy. pT1,1t\11nn~.
pmununs. m· ur (iii)
(iii) day
day cart
cart centers, ~cholnrship funds
centers. scholarship funds or prepaid l~11w
or prcpi'111.l [nun si:rViCI!~.
vvrviccx- An "employee wclk'uw bcn(•tl~
“employee wcllilrn heme“! ph111" Mm ii~
uhul" lil~o ir- Jdci; a fund
Idcs 11. fund
m pmgmm
fir providing bcncfi~:;
program providing tk~J.:rillc1l in
hencfils unwrihud in Scc:tin11 302(0) of
Seclinn '.l02(c") the Labor
nfthc Labor Mm ogcmcnl ngcmcn! RchHmri:,
Rclnllunb /\1:1,
Am, 1lthcr Ihan pension~
nlhm than pcnsians on mum
0n rclirc1 ~t
M ~lr
0v tlcralh.
dram.
Group hcuUh
hculm und
1qu 1,for1hil 11l;s11.~, !:t:vl!rnncc
dunlad plans, xcvcruuoc pay pay plan~ and d[~nb1hty
plans nnd pluns shoul1
disnhmty pluns shun“I mi1rk.
murk '"frui;-,"
“True,“
1
H' An "employee pension 1x~n~~l'11 plun" i~ 111\y
phrn" ix font.I
l'und nr pmgmm c~t11blish
m prl)grnm ud or mainluined hy .m \Zinjl\oyer
pension m:nuI‘II any 11hn1,
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11.13. Amendment.................................................................................................................26
11.14. Title to Property..........................................................................................................26
11.15. Other Business............................................................................................................26
11.16. Partition Rights ...........................................................................................................26
11.17. Representations...........................................................................................................26
11.18. Power of Attorney.......................................................................................................27
11.19. Confidentiality ............................................................................................................27
Attachment: Exhibit A
D-1293805_6.DOC iii

OF
THIS AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP (the

“Agreement”) is made as 0f the
15‘
day of February, 2005, by and among BP Capital Management, L.P., a
Delaware limited partnership, as the general partner “General Partner”), and those individuals or
(the
entities admitted as the limited partners (individually, a “Limited Partner,” and collectively, along With
any additional limited partners, the “Limited Partners”), who together hereby continue a limited
partnership (the “Partnership? under the Act. (The General Partner and the Limited Partners are herein
collectively called the “Partners.”)
WITNESSETH:
WHEREAS,the Partnership was formed on January 20, 2005, under the Act (as herein defined),
and Agreement shall replace in its entirety the Agreement 0f Limited Partnership of the Partnership
this
dated January 20, 2005 (the “Original Agreement”);
WHEREAS, the Partnership has been formed for the purpose 0f engaging in the trading 0f
Securities primarily through the Master Fund (as each such term is hereinafter defined);
WHEREAS, the Partners desire t0 enter into this written agreement to define their respective
rights and liabilities and t0 amend and restate their Original Agreement regarding owning and dealing
with the assets of the Partnership.
AGREEMENT:
NOW, THEREFORE, t0 amend and restate the entire Original Agreement of the Partners With
respect to their rights and obligations as Partners and With respect t0 the Partnership and its affairs, and
in consideration 0f these premises, it is hereby agreed as follows:
ARTICLE 1
CONTINUATION
1.1. Continuation. The Partners hereby continue the Partnership pursuant to the Act.
The General Partner hereby admits the Limited Partners who are a party to this Agreement, and the
Partners hereby amend and restate the Original Agreement in its entirety on the terms of this Agreement.
Except as otherwise provided in this Agreement, the rights and liabilities of the Partners are governed by
the Act.
1.2. Name. The name 0f the Partnership is “BP Capital Energy Equity Fund II, L.P.”
The General Partner is authorized t0 make any variations in the Partnership’s name that the General
Partner may deem necessary 0r advisable; provided, however, such name shall contain the words
“Limited Partnership” or the letters “L.P.” 0r “LP” or the equivalent translation thereof.
D—1293805_6.DOC

1.3. Certificates and Other Filings. If requested by the General Partner, the Limited Partners
shall immediately execute all certificates and other documents consistent with the terms of this
Agreement necessary for the General Partner to accomplish all filing, recording, publishing and other
acts as may
be appropriate to comply with all requirements for (i) the formation and operation of a
limited partnership under the laws 0f the State of Delaware, and (ii) if the General Partner deems it
advisable, the operation of the Partnership as a limited partnership, or partnership in which the Limited
Partners have limited liability, in all jurisdictions Where the Partnership proposes to operate.
1.4. Offices and Agent. The principal office and registered office 0f the Partnership shall be
located at the addresses set forth on Exhibit A, 0r at other places selected by the General Partner after
sending notice of that change t0 the Limited Partners. The registered agent of the Partnership for service
of process shall be the Person set forth 0n Exhibit A, or a substituted agent selected by the General
Partner after sending notice of that change t0 the Limited Partners.
1.5. Term. The Partnership was formed as a limited partnership under the laws 0f the State
of Delaware on the date that the Certificate was filed with the Secretary of State of the State of Delaware
and, unless earlier dissolved and terminated pursuant t0 this Agreement, shall continue perpetually.
Pumoses. The Partnership is organized primarily for the purpose of investing, primarily
1.6.
through the Master Fund, in the Securities 0f companies engaged in the energy, natural resources and
energy-dependent industries and to conduct all activities listed in Section 6.1gb), and any other activities
incidental thereto.
1.7. Limits. The relationship between and among the Partners is limited t0 carrying 0n the
business 0f the Partnership, as a limited partnership, as described in and in accordance With this
Agreement. This Agreement does not create a general partnership between the parties 0r authorize any
party to act as general agent for any other party.
1.8. Organizational Costs. The General Partner shall pay all legal, accounting, printing,
travel, U.S. “blue sky” filing fees, and other organizational costs incurred in connection with the
formation and capitalization of the Partnership and Master Fund.
ARTICLE 2
DEFINITIONS
2.1. Definitions. In this Agreement, the following terms, unless the context otherwise
requires, have the meanings indicated:
“Accountant” means the certified public accountant 0r firm of certified public

accountants, if any, selected by the General Partner, t0 perform certain accounting functions on behalf 0f
the Partnership.
“Act” means the Delaware Revised Uniform Limited Partnership Act as set forth in
Title 6, Chapter 17, 0f the Delaware Code, as amended from time to time (or any corresponding
provisions 0f succeeding law).
means, With respect to any “first” Person, (i) any Person directly or indirectly
“Affiliate”
controlling, controlled by, 0r under common control with the first Person, 0r (ii) a Person directly 0r
indirectly owning, controlling, or having a beneficial interest in fifty percent (50%) 0r more 0f the
outstanding voting securities 0r interests 0f the first Person. As used in this definition of Affiliate, the
D—1293805_6.DOC 2

term “control” means the possession, directly 0r indirectly, 0f the power t0 direct, 0r cause the direction
of, the management and policies 0f a Person, Whether through ownership of voting securities 0r
partnership interests, by contract, or otherwise.
“Agreement” means this Amended and Restated Agreement of Limited Partnership, as

amended and supplemented from time t0 time.
“Approval 0f the Limited Partners” 0r “Approved by the Limited Partners” means the
affirmative approval of the Limited Partners then entitled to vote (including, unless otherwise stated, the
General Partner and its Affiliates, to the extent they hold Limited Partner Interests), who hold Limited
Partner Interests that have more than fifty percent (50%) of the Capital Accounts 0f all Limited Partner
Interests then entitled t0 vote.
“Approval 0f the Partners” 0r “Approved by the Partners” means the (i) Approval 0f
the Limited Partners and (ii) the affirmative approval of the General Partner.
“Assignee” has the meaning specified in Section 8.21 a1.
“Bankruptcy” means, for any Partner, that Partner’s taking or acquiescing in the taking
of an action seeking relief under, or advantage 0f, any applicable debtor relief, liquidation, receivership,
conservatorship, bankruptcy, moratorium, rearrangement, insolvency, reorganization, or similar law
affecting the rights 0r remedies of creditors generally, as in effect from time t0 time (the term
“acquiescing” including, without limitation, the failure t0 file, within ten (10) days after its entry, a
petition, answer, or motion to vacate or to discharge an order, judgment, or decree providing for any such
relief).
“Business Day” means any day 0n which the Federal Reserve Bank of New York is open
for business.
“Capital Account” has the meaning specified in Section 3.21 a1.
“Capital Contribution” means, With respect t0 any Partner on any date, the sum 0f (i) the
amount 0f money and (ii), except as set forth in Section 3.1(a), the fair market value 0f property, net 0f
any liabilities assumed 0r taken subject t0 by the Partnership, that has been contributed to the Partnership
by that Partner on 0r by that date.
“Certificate” means the separate certificate of limited partnership of the Partnership filed
pursuant t0 the requirements of the Act.
“Code” means the Internal Revenue Code 0f 1986, as amended from time t0 time (0r any
corresponding provisions 0f succeeding law).
“ERISA” means the Employee Retirement Income Security Act of 1974, as amended.
“ERISA Partner” means any Limited Partner that is an “employee benefit plan” within
the meaning of ERISA Section 3(3), a “plan” Within the meaning of Code Section 4975(e)(1) 0r a
“benefit plan investor” Within the meaning 0f 29 C.F.R. 25 10.3-101.
D—1293805_6.DOC 3

“Fiscal Period” means the period beginning on either the Initial Subscription Date or the
first day following the last day 0f the immediately preceding Fiscal Period, as the case may be, and
ending on the earliest of (i) the date immediately preceding any Periodic Subscription Date, in the case 0f
a Person then receiving a Partnership Interest, (ii) the date on Which there are Withdrawals, in the case of
a Person then receiving a Withdrawal, (iii) the last day 0f each calendar year, (iv) the date 0n which the
Partnership liquidates, and (V) any other date determined by the General Partner.
“Fiscal Year” means the period beginning on the Initial Subscription Date 0r the first
day following the last day of the immediately preceding Fiscal Year, as the case may be, and ending on
December 31 of each year.
“General Partner” means any Person Who (i) is named as such in the opening recital 0f
thisAgreement, 0r has become the or a general partner of the Partnership pursuant to this Agreement;
and (ii) has not ceased to be a general partner of the Partnership pursuant t0 this Agreement.
“General Partner Expenses” means the costs, expenses, or charges incurred by the
General Partner 0n behalf 0f the Partnership in conducting its business, including without limitation,
salaries and wages, advertising and marketing expenses, utility costs, office space, facilities, supplies,
and all other expenses incurred in the day-to-day operation 0f a business similar t0 the business of the
Partnership, including any fees paid to sub-advisors that may be retained by the General Partner and
organizational costs but excluding Partnership Expenses.
“Indemnified Parties” has the meaning specified in Section 6.5(a).
“Initial Subscription Date” means the date 0n Which the General Partner first accepts
subscriptions.
“Limited Partner” means any Person Who (i) has become a limited partner or an
additional 0r substituted limited partner of the Partnership pursuant to this Agreement; and (ii) has not
ceased t0 be a limited partner of the Partnership pursuant to this Agreement.
“Limited Partner Interests” means, with respect t0 each Limited Partner, the Partnership
Interest held by that Limited Partner as a Limited Partner.
“Liquidator” has the meaning specified in Section 10. 1(a).
“Master Fund” means BP Capital Energy Equity Fund Master II, L.P., a Cayman Islands
exempted limited partnership.
“Master Fund Agreement” means the Amended and Restated Agreement 0f Limited
Partnership of the Master Fund, as may be amended from time t0 time.
“Net Asset Value” means, on any date, the excess 0f (i) the sum of the value of all of the
assets 0f the Partnership including its interest in the Master Fund as of the date of determination, as
determined in accordance with Section 4.3, over (ii) the sum of all of the liabilities of the Partnership as
of the date 0f determination.
“Original Agreement” has the meaning specified in the recitals of this Agreement.
D—1293805_6.DOC 4

“Partners” means, collectively, the General Partner and the Limited Partners.
“Partnership” means the partnership formed pursuant to this Agreement and the
partnership continuing the business of the Partnership in the event 0f dissolution as herein provided.
“Partnership Expenses” means (i) the costs, expenses, or charges incurred by the
Partnership, directly or indirectly, in connection With the investment and trading activities 0f the
Partnership, including without limitation, brokerage commissions, mark-ups, margin interest, and other
transaction costs to brokers; (ii) accounting, auditing, appraisal, consulting and legal fees and expenses,
including for litigation, preparation of the Partnership’s financial statements and reports, tax returns and
Schedule K-ls; (iii) any taxes, fees 0r other governmental charges levied against the Partnership;
(iV) intereston and fees and expenses arising out 0f all borrowings made by the Partnership; (V) expenses
of the meetings 0f Limited Partners, if any; (Vi) the costs 0f any litigation and indemnification relating t0
the affairs of the Partnership; and (Vii) any other expenses 0f the Partnership that are neither General
Partner Expenses nor overhead expenses, including, in the case of any expenses directly related to the
Partnership’s and one or more 0f the Related Funds’ investments, any portion of such joint expenses that
the General Partner determines are properly and ratably allocable t0 the Partnership.
“Partnership Interest” means the entire ownership interest 0f a Partner in the

Partnership at any particular time, including the rights and obligations of the Partner under this
Agreement and the Act.
“Periodic Subscription Date” means any date after the Initial Subscription Date upon
which the General Partner, in its sole discretion, accepts subscriptions for Limited Partner Interests.
“Person” means any corporation, limited liability company, partnership, co-tenancy,

joint venture, trust, any other legal entity, 0r natural person whether or not a party t0 this Agreement.
“Positive Basis” has the meaning specified in Section 4. 11b).
“Positive Basis Partner” has the meaning specified in Section 4.11b 1.
“Prime Rate” means the rate of interest per annum stated from time t0 time in
The Wall Street Journal (or any successor publication thereto) as the base rate 0n corporate loans for at
least seventy-five percent (75%) of the thirty (30) largest banks in the United States.
“Related Fund" has the meaning specified in Section 6.71 a).
“Securities” means the following: (i) securities of any kind (including, without
limitation, “securities” as that term is defined in Section 2(a)(1) 0f the Securities Act of 1933, as
amended); (ii) commodities of any kind (as that term is defined by the U.S. Securities Laws and the rules
and regulations promulgated thereunder); (iii) any contracts for future or forward delivery of any
security, commodity 0r cuITency; (iV) any contracts based on any securities or group of securities,
commodities or currencies; (V) any options on any contracts referred t0 in clauses (iii) or (iv); or (Vi) any
evidences of indebtedness (including participations in or assignments of bank loans 0r trade credit
claims); Which items include, but are not limited t0, capital stock, common stock, preferred stock,
convertible securities, reorganization certificates, subscriptions, warrants, rights, options, puts, calls,
bonds, mutual fund interests, debentures, notes, certificates of deposit, letters of credit, bankers
acceptances, trust receipts and other securities 0f any corporation 0r other entity, Whether readily
marketable 0r not, rights and options, whether granted or written by the Partnership or by others, treasury
bills, bonds and notes, any securities 0r obligations issued 0r guaranteed by the United States or any
D—1293805_6.DOC 5

foreign country or any state or possession of the United States or any foreign country 0r any political
subdivision 0r agency 0r instrumentality 0f any of the foregoing, and derivatives 0f any of the foregoing.
“Separate Account” has the meaning specified in Section 3.3.
“Subscription Agreement” means, with respect t0 each Limited Partner, the Partnership
Subscription Agreement duly completed and executed by that Limited Partner and accepted by the
General Partner.
“Substitute Limited Partner” has the meaning specified in Section 82gb).
“Tax Account” has the meaning specified in Section 3.2g a).
“Tax—exempt Limited Partner” means any Limited Partner that is exempt from income
taxation under Code Section 501(a).
“Treasury Regulations” means the Income Tax Regulations, including temporary

regulations, promulgated under the Code, as those regulations may be amended from time t0 time
(including corresponding provisions 0f succeeding regulations).
“Withdrawal” has the meaning specified in Section 8.51 a1.
“Withdrawal Date” has the meaning specified in Section 8.51 a1.
2.2. Other Definitions. A11 defined terms used in this Agreement that are not defined in this
Article 2 have the meanings given to them elsewhere in this Agreement.
ARTICLE 3
CAPITALIZATION
3 . 1 . Capital Contributions.
(a) General Partner. The General Partner, together with its Affiliates, shall
contribute $100,000 for a Partnership Interest and may make additional contributions to the capital 0f the
Partnership in cash 0r property at such times and in such amounts as the General Partner may determine
in its sole discretion.
(b) Limited Partners. Each Limited Partner shall make contributions to the
capital of the Partnership equal t0 the amount shown on that Limited Partner’s Subscription Agreement;
provided, however, the Capital Contribution by each Limited Partner shall equal at least $1,000,000
(unless the General Partner, in its sole discretion, agrees to a lower amount). The General Partner,
in its sole discretion, may accept non-cash Capital Contributions. Each Limited Partner’s Capital
Contribution shall be payable in immediately available funds 0n or before any Periodic Subscription
Date, as determined by the General Partner. A11 subscribers who have been accepted by the General
Partner shall be deemed admitted to the Partnership as Limited Partners at the time they are reflected as
such in the books and records 0f the Partnership.
(c) Additional Capital Contributions. No Partner is obligated to make further

contributions t0 the capital 0f the Partnership other than as required by this Section 3. 1.
D—1293805_6.DOC 6

3.2. Capital Accounts and Tax Accounts.
(a) Accounts. The Partnership shall establish for each Partner a tax capital account
for income tax accounting purposes (the “Tax Account”), and a capital account for partnership
accounting purposes (the “Capital Account”). The initial balance of the Capital Account and the Tax
Account for each Partner shall be the amount 0f the Partner’s initial Capital Contribution. Thereafter, the
accounts 0f each Partner shall be adjusted as provided in this Sections 3.2 and and Articles 4 and g.Q
(b) Tax Account. At the end of each Fiscal Year, the balance of the Tax Account of
each Partner at the beginning of that Fiscal Year shall be: (i) increased by (A) the sum of any additional
Capital Contributions by that Partner during that Fiscal Year, (B) the sum of the Partner’s allocable share
of Partnership taxable and tax-exempt income during that Fiscal Year, and (C) any amount credited to
such Partner pursuant t0 Section 3.3 during that Fiscal Year; and (ii) decreased by (A) the sum 0f any
cash and the adjusted tax basis 0f any other property distributed to the Partner during that Fiscal Year,
(B) the sum of the Partner’s allocable share of Partnership taxable losses during that Fiscal Year, (C) the
sum 0f the Partner’s allocable share of Partnership expenditures, that are not deductible by the
Partnership in computing its taxable income and not properly chargeable t0 the Partner’s Capital Account
during that Fiscal Year, and (D) any amount charged against such Partner pursuant t0 Section 3.3 during
that Fiscal Year.
(c) Capital Account. At the end of each Fiscal Period, the balance of the Capital
Account of each Partner at the beginning 0f that Fiscal Period shall be: (i) increased by (A) the sum of
any additional Capital Contributions by that Partner during that Fiscal Period, (B) the sum 0f the
Partner’s share 0f profits (if any) during that Fiscal Period, and (C) any amount credited t0 such Partner
pursuant t0 Section 6.9 during that Fiscal Period; and decreased by (A) the sum of cash and the fair
(ii)
market value of any other property distributed to the Partner during that Fiscal Period, (B) the sum of the
Partner’s share of losses (if any) during that Fiscal Period, and (C) any amount charged against the
Partner pursuant to Section 3.3 during that Fiscal Period.
(d) Timing and Assignees. The Capital Account and Tax Account 0f each Partner
shall be determined after giving effect to all transactions that have occurred before the determination is
made giving rise t0 an allocation of income, gains, losses, 0r deductions, and after giving effect to all
prior distributions. A Partner who acquires a Partnership Interest, or whose Partnership Interest is
increased, by a transfer to that Partner 0f all 0r part of the Partnership Interest 0f another Partner shall
have a Capital Account and Tax Account that includes that portion of the Capital Account balance
attributable to the acquired 0r transferred Partnership Interest. If the Partnership makes an election under
Code Section 754, then the Partner affected by a special basis adjustment pursuant to Code Section 743
shall not receive Capital Account adjustment with respect t0 that basis adjustment.
(e) Single Capital Account and Tax Account. A single Capital Account and Tax
Account shall be maintained for each Partner, which Capital Account and Tax Account shall reflect all
allocations, Capital Contributions, distributions 0r other adjustments required by this Section 3.2 0r
Articles 4 andg with respect t0 the Partnership Interest owned by that Partner, regardless of whether that
Partner owns more than one class of interests in the Partnership.
(f) No Obligations to Third Parties. No provision 0f this Agreement shall be

construed t0 create an obligation of a Partner to contribute additional capital to the Partnership for the
benefit 0f any third party.
(g) Modification to Comply. The provisions of this Section 3.2 and other provisions
set forth in this Agreement relating to the maintenance of a Capital Account and a Tax Account are
intended to comply with Treasury Regulations Section 1.704-1(b), and shall be interpreted and applied in
D—1293805_6.DOC 7

a manner it is necessary or prudent to modify
consistent therewith. If the General Partner determines that
or adjust themanner in which the Capital Account and Tax Account, 0r any debits or credits to the
Capital Account and Tax Account, are computed in order to comply with the Treasury Regulations, the
General Partner shall make a modification or adjustment, so long as such modification is not likely to
have a material effect 0n the amounts distributable t0 any Partner pursuant to Section 10.3 0n the
liquidation of the Partnership.
3.3. The Master Fund Agreement includes a provision under Which the
Separate Accounts.
Partnership and the Master Fund may agree to treat all 0r any portion 0f the Partnership’s partnership
interest in the Master Fund as a separate partnership interest (each such portion being a “Separate
Account”) for purposes of computing the Master Fund’s managing general partner’s performance
allocation, management fee and distributions attributable t0 each such Separate Account.
Correspondingly, unless the General Partner and a Limited Partner agree otherwise, the Partnership shall
maintain a Separate Account for each Partner and each separate investment made by that Partner in order
to pass-through from the Partnership to each Limited Partner the allocations, management fee and
distributions associated with that Limited Partner’s indirect investment in the Master Fund as if that
Limited Partner had made a direct investment in the Master Fund (in any such case, the Limited Partner’s
Capital Account herein will be adjusted accordingly). Such Separate Accounts shall be maintained as
determined necessary or advisable by the General Partner.
ARTICLE 4
ALLOCATIONS AND DISTRIBUTIONS
4. 1. Tax Allocations.
(a) For each Fiscal Year, subject t0 Section 4.11m, items 0f income, gain, loss, deduction 0r
credit (including items 0f income or gain that are not subject to federal income taxation and items that
are not deductible for federal income tax purposes and not properly chargeable to Capital Accounts)
shallbe allocated solely for income tax purposes among the Partners in any equitable and consistent
manner, as reasonably determined by the General Partner, that reflects amounts credited 0r debited to
each Partner’s Capital Account for the current and prior Fiscal Years and shall be reflected in the
Partners’ Tax Accounts accordingly. These allocations shall be made pursuant t0 the general principles
of Code Sections 704(b) and 704(c) and in accordance With any temporary 0r final regulations adopted
thereunder.
(b) If the Partnership realizes income or gains for federal income tax purposes for
any Fiscal Year during or as of the end of Which one 0r more Positive Basis Partners withdraw from the
Partnership, the General Partner shall (unless it determines that allocations should be made in some other
manner) allocate these items for tax purposes as follows: (i) first, among the Positive Basis Partners, in
proportion t0 the respective Positive Basis (as hereinafter defined) of each Positive Basis Partner, until
either the full amount of such items shall have been allocated 0r the Positive Basis of each Positive Basis
Partner shall have been eliminated, and then to the other Partners in accordance With Section 4.1(a).
As used herein, (i) the term “Positive Basis” means, With respect to any Partner and as 0f any time 0f
calculation, the amount by which the Partner’s Capital Account as 0f that time exceeds the Partner’s Tax
Account as 0f that time; and (ii) the term “Positive Basis Partner” means any Partner who withdraws
from the Partnership and Who has Positive Basis as of the effective date 0f the Partner’s Withdrawal, but
the Partner shall cease to be a Positive Basis Partner at the time the Partner shall have received
allocations pursuant to this Section 4.11b1 equal t0 the Partner’s Positive Basis as 0f the effective date 0f
the Partner’s Withdrawal.
D—1293805_6.DOC 8

THE UNDERSIGNED AGREES T0 NOTIFY THE FUND IMMEDIATELY IF ANY OF ITS
RESPONSES ABOVE BECOMES INACCURATE AT ANY TIM, INCLUDING ANY TIME
FOLLOWING THE CLOSING.
[FTHE UNDERSIGNED IS UNCERTAIN AS TO THE CORRECT RESPONSE ABOVE, THE
UNDERSIGNED SHOULD CONSULT WITH [TS LEGAL COUNSEL IN COMPLETING ITS
RESPONSE ABOVE 0R SHOULD CONTACT THE GENERAL PARTNER.
Executed on: 9:” 9 . 200i
Fm w
Name
Print
mews Q § of Investor
4MM fltfll’e
2mm A&Mwn
Prim Name of Signatory and Title (if applicable)
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defined in the Master Fund Agreement. Any other Securities that are listed on a securities exchange shall
be valued by the General Partner at their last sales prices 0n the principal securities exchange 0n Which
they are traded 0n the date 0f determination (or, if the date of determination is not a date upon which that
securities exchange was open for trading, 0n the last prior date 0n which that securities exchange was s0
open). If n0 sales 0f these Securities occurred 0n the foregoing dates, the Securities shall be valued at the
“bid” price for long positions and the “asked” price for short positions on the principal securities
exchange on which they are traded 0n the date 0f determination (or, if the date 0f determination is not a
date upon which that securities exchange was open for trading, 0n the last prior date on which it was so
open). Securities that are not listed shall be valued by the General Partner at their representative “bid”
quotations if held long by the Partnership and representative “asked” quotations if held short by the
Partnership, unless the Securities are included in the NASDAQ National Market System or similar
organized over-the-counter trading system, in which case they shall be valued based upon their last sales
prices as reported 0n such reporting system (if these prices are available). A11 other assets for Which
market quotations are not readily available shall be valued at fair market value as determined in good
faith by the General Partner; provided, however, n0 value shall be placed on the name, goodwill or
processes of the Partnership, which shall belong exclusively to the General Partner. Additionally, the
value 0f any Partnership asset shall be subject t0 any reserve amount accrued 0r charged against such
asset pursuant to Section 6.9. Any assets or liabilities initially expressed in terms of currencies other
than U.S. dollars Will be translated into U.S. dollars at spot conversion rates as quoted 0n the day 0f such
translation 0r, if no such rate is quoted 0n such date, at the previously quoted exchange rate or at such
other appropriate rate as may be
determined by the General Partner. If the General Partner determines
that the valuation of any asset does not fairly represent market value, the General Partner shall value that
asset in a manner that it reasonably chooses and will set forth the basis 0f that valuation in writing in the
records of the Partnership. The foregoing valuation methods may be changed by the General Partner if it
determines in good faith that such change is advisable t0 better reflect market conditions 0r activities.
4.4. Liabilities. Liabilities shall be determined in accordance with generally accepted

accounting principles, applied 0n a consistent basis; provided, however, the General Partner in its
discretion may provide reserves for estimated accrued expenses, liabilities and contingencies.
4.5. Determinations bV General Partner. A11 matters concerning the valuation of Securities
and other assets of the Partnership, the determination of the Net Asset Value, the allocation 0f profits,
gains and losses among the Partners, including taxes thereon, and accounting procedures not expressly
provided for by the terms of this Agreement shall be determined in good faith by the General Partner,
which determination, absent bad faith or manifest error, shall be final and conclusive as to all Partners.
4.6. Limitation on Distributions. Except as provided in Sections 4.7 and

Partner shall be entitled to receive distributions, Withdraw any amount from that Partner’s Capital
fl or Article 8, no
Account 0r Withdraw from the Partnership.
4.7. Distributions. Subject to Section 4.8 and Article 8, the General Partner shall be entitled
to determine the timing, amount and type of distributions to be made by the Partnership to the Partners.
4.8. Withholding. Notwithstanding any provision of thisAgreement t0 the contrary, the

Partnership is authorized to withhold and pay over to the Internal Revenue Service 0r any other taxing
authority, pursuant to Code Sections 1441, 1442, 1445 0r 1446, 0r any successor provisions or
comparable provisions 0f other applicable tax laws, at the times required by those sections 0r provisions,
the amounts the Partnership is required t0 withhold under those sections 0r provisions as determined by
the General Partner. Each Partner shall furnish the General Partner with such information, forms and
certifications as the General Partner may require and as are necessary t0 comply with the regulations
governing the obligations of withholding tax agents, as well as such information, forms and certifications
D—1293805_6.DOC 10

as are necessary With respect t0 any withholding taxes imposed by countries other than the United States
and represents and warrants that the information and forms furnished by the Partner shall be true and
accurate in all respects. Each Partner hereby indemnifies the Partnership and the General Partner for the
Partner’s allocable share of any applicable withholding tax of any type whatsoever (including any
liability for penalties, additions t0 tax or interest) attributable to such Partner’s share 0f the income 0f the
Partnership or attributable to distributions t0 such Partner.For purposes of this Agreement, any amount
of taxes Withheld and paid over by the Partnership With respect to a Partner’s distributive share of the
Partnership’s gross income shall be treated as a cash distribution t0 the Partner and shall be charged as of
the date of distribution against the Capital Account, and Tax Account 0f the Partner.
ARTICLE 5
LIMITED PARTNERS
5.1. General. In addition t0 the rights of a limited partner under the Act, each Limited
Partner shall have the additional rights given t0 that Limited Partner as a Limited Partner in this
Agreement, to the extent permitted by the Act. Except as expressly provided in this Agreement, no
Limited Partner shall have the right 0r power to participate in the management or affairs of the
Partnership, nor shall any Limited Partner have the power t0 sign for 0r bind the Partnership.
5.2. No Limited Partner shall have any personal liability whatsoever,

Limitation on Liability.
whether t0 the Partnership, the General Partner 0r any creditor 0f the Partnership, for the debts, expenses,
liabilities, 0r obligations 0f the Partnership unless that Limited Partner otherwise agrees to that liability.
Notwithstanding the ability 0f any Limited Partner to consult with the General Partner regarding the
business 0f the Partnership, as permitted by the Act, and to act as provided in this Agreement, each
Limited Partner shall at all times retain the status, and freedom from liability, of a limited partner under
the Act. However, if, notwithstanding the terms 0f this Agreement, it is determined under applicable law
that any Partner has received a Distribution that is required t0 be returned to 0r for the account of the
Partnership or Partnership creditors, then the obligation under applicable law 0f any Partner to return all
or any part of a Distribution made be the obligation of that Partner and not 0f any
to that Partner shall
other Partner. Any amount so returned by a Partner shall be treated as a Capital Contribution.
5.3. Outside Activities. A Limited Partner shall be entitled to and may have business
interests and engage in activities in addition to those relating t0 the Partnership, including business
interests, investments and activities in direct competition with the Partnership. Neither the Partnership,
any other Partner nor any other Person shall have any rights by Virtue of this Agreement in any such
business ventures or investments of any Limited Partner.
5.4. Admission 0f New Partners. New Partners may, with the consent 0f the General Partner
and without the approval 0f any Limited Partner, be admitted t0 the Partnership as Limited Partners at the
end of any Fiscal Period 0n terms determined by the General Partner so long as the total number 0f
Partners does not exceed ninety-nine (99); provided, however, each Limited Partner shall be required to
make a Capital Contribution of at least $1,000,000 (0r such lesser amount as permitted by the General
Partner, in its Each new Partner shall be required t0 execute an agreement pursuant to
sole discretion).
which that Partner becomes bound by the terms of this Agreement. Admission 0f a new Partner shall not
be a cause for dissolution of the Partnership.
5.5. Withdrawal Death Other. The Withdrawal, death, disability, incapacity, incompetency,
termination, insolvency, dissolution 0r Bankruptcy 0f a Partner (other than a General Partner) shall not
dissolve the Partnership. The legal representatives 0f a Partner shall succeed as Assignee to the Partner’s
interest in the Partnership upon the death, disability, incapacity, incompetency, termination, insolvency,
D—1293805_6.DOC 11

dissolution or Bankruptcy 0f a Partner, but shall not be admitted as a Substitute Limited Partner without
the consent of the General Partner. In the event 0f death, disability, incapacity, incompetency,
termination, insolvency, dissolution 0r Bankruptcy of a Partner 0r the giving of notice 0f withdrawal by a
Partner, the interest of the Partner shall continue at the risk of the Partnership’s business until the
effective date 0f the Partner’s complete Withdrawal 0r the earlier termination of the Partnership. If the
Partnership is continued after the date of Withdrawal, the Partner or its legal representatives shall be paid
the balance 0f its Capital Account in accordance with Section 8.5.
ARTICLE 6
MANAGEMENT
6.1. Rights.
(a) In General. Subject t0 the rights and limitations expressed in this Agreement,
the General Partner shall have the sole and exclusive right to conduct, control and manage the business 0f
the Partnership, subj ect t0 the right of the General Partner to delegate as it sees fit such managerial rights
and obligations, and t0 d0 any and all acts 0n behalf of the Partnership, except as otherwise provided in
thisAgreement.
(b) Specific Powers. Without limiting the foregoing general powers and duties, the
General Partner is hereby authorized and empowered on behalf and in the name 0f the Partnership, 0r on
its own behalf and in its own name, 0r through agents, directly or indirectly, as may be appropriate,
subject t0 the limitations contained elsewhere in this Agreement, to:
(i) Formulate investment policies and strategies for the Partnership, and
select and approve the investment of the Partnership’s funds in Securities;
(ii) Acquire, hold, sell, transfer, exchange, pledge and dispose 0f Securities,
and exercise all rights, powers, privileges and other incidents of ownership 0r possession With respect t0
Securities, including, without limitation, the voting of Securities;
(iii) Purchase and sell Securities outrightor financed, by way of short sales,
puts, calls, options, straddles and sales against the box, 0n margin 0r otherwise, however speculative;
(iv) Acquire a long position 0r a short position With respect to the Securities
and make purchases 0r sales increasing, decreasing or liquidating such positions 0r changing from a long
position to a short position or from a short position t0 a long position, without any limitation as to the
frequency of the changes in the nature of such positions;
(V) Open, maintain and close accounts, including margin and custodial
accounts, With brokers, dealers, banks, currency dealers, and others;
(Vi) and customary payments and expenses, consultants,

Hire, for usual
brokers, attorneys, accountants and such other agents and employees for the Partnership as it may deem
necessary 0r advisable, and authorize any such agent 0r employee t0 act for and 0n behalf of the
Partnership;
(Vii) Enter into, execute, maintain and/or terminate contracts, undertakings,
agreements and any and all other documents and instruments in the name of the Partnership, and do 0r
perform all such things as may be necessary or advisable in furtherance of the Partnership’s powers,
objects 0r purposes or t0 the conduct of the Partnership’s activities;
D—1293805_6.DOC 12

ANNEX B
ANNEXB
BP Capital
II, L.P.
L.P.
Privacy Notice
Notice
To our
our individual
individual investors:
investors:
We areare now required by law t0

required by to inform ourour individual
individual investors
investors of our policies regarding privacy
policies regarding privacy of
of
infonnation regarding
regarding ourour investors.
investors. For us,us, protecting
protecting the
the privacy
privacy of your
your information
information is
is nothing new.
nothing new.
We have in in the
the past
past and will
will continue in
in the
the future
future to
to protect
protect your
your right
right to privacy. As aa general
t0 privacy. general rule,
rule, we
do not
not disclose
disclose nonpublic personal
information about our investors
about our investors or former investors
0r former to anyone
investors to that is
anyone that is
not affiliated
not affiliated with
With us
us without
without the
the investor's consent.
investor‘s consent.
Types
Tvnes of
of "Nonpublic
“Nonpublic Personal Information" We Collect
Persona] Information” Collect
In
In the
the course of our investment
course of investment activities
activities on
0n your behalf, we may collect
your behalf, coilect nonpublic personal
information
from you,
you, such
such as your name and social
as your social security number, from documents
security number, docmnents that you may deliver
that you to us
deliver to us or
or
from
fi‘om our
our discussions
discussions with
with you.
you.
Parties
Parties to
to Whom We Disclose Information
Disclose Information
As stated
stated previously,
previously, we generally
generally do not not disclose
disclose any nonpublic personal
any nonpublic personal information
information about
about our
our
cuTI"ent 0r
cun‘ent or former investors
investors that
that we obtain
obtain during
during the
the course
course of our relationship
relationship toto unaffiliated third
unaffiliated third
parties,
parties, except as pern1itted
except as pemlitted byby law. However, in
law. However, order to
in order to conduct
conduct investment
activities on
0n your behalf, in
your behalf, in
limited situations
limited situations we may need t0 to disclose this nonpublic
disclose this nonpublic personal
personal info1mation
infonmation toto unrelated
unrelated third
third pa1iies
panies
(for
(for example,
example, auditors,
auditors, the Internal Revenue Service
the Intemal Service oror other
other governmental entities).
entities). Also,
Also, in
in some
situations,
situations, we may needneed to
t0 disclose
disclose or01' share
share nonpublic personal infoxmation
nonpublic personal info1mation with
with an
an affiliated third party,
afi'fliated third party,
such as
such our general
as our general partner
partner or
or an affiliated
affiliated partnership,
partnership, inin order
order to conduct investment
to conduct activities on your
investment activities your
behalf. Your authorization
behalf. authorization of 0f us
us to
r0 conduct
conduct investment
activities on your
your behalf
behalf and your
your continuing
continuing
relationship with us
relationship with acts as
us acts as your
your consent
consent toto our disclosure
disclosure of your nonpublic
ofyour nonpublic personal
information when
such disclosure
such disclosure is necessary to
is necessa1y t0 conduct such activities.
condzlci such activities.
In addition, we restrict
In addition, restrict access to nonpublic
access to nonpublic personal
information to
to the
the employees
employees of
of our
our general
general
patiner
panner who need
need to
to know thethe inf01mation.
infotmation. Your nonpublic
nonpublic personal information may also
personal information also be
be shared
shared with
with
our
our attorneys,
attorneys, accountants, and auditors.
accountants, and auditors, In all such
In all such situations,
situations, we take
take steps necessaiy to
steps necesszny to ensure that the
ensure that the
confidential nature of
confidential nature the infonnation
of the being shared
infonnation being shared is
is maintained.
maintained.
Protecting the Confidentiality

Protecting the Confidentiality and Security
Security of
0f Current and
and Fonne1·
Former Investors' Information
Investors" Information
In
In order to protect
order to protect your
your inf01mation,
information, we also
also maintain physical, electronic,
maintain physical, electronic, and procedural
procedural safeguards that
safeguards that
comply with
comply with federal regulations to
federal regulations to guard your nonpublic
guard your nonpublic personal
personal information.
info1mation.
*****************************
*****************************
If
If you
you have
have any
any questions
questions about our
our disclosure policies, please
disclosure policies, please contact,
contact, Trista Black at
Trista Black at (214) 265-4165
(214) 265-4165
because your
because your privacy
privacy and the
the confidentiality of your
confidentiality of your information
information are very important
are very important to
to us.
us,

6.4. Limitation on Liability.
(a) The General Partner shall be subject to all of the liabilities 0f a general partner in
a partnership without limited partners; provided, however, to the fullest extent permitted by law, neither
the General Partner, its Affiliates, nor their respective partners, members, officers, directors, managers,
employees 0r agents shall be liable to the Partnership 0r to any Limited Partner for (i) any act or omission
taken or suffered by the General Partner in connection with the conduct of the affairs of the Partnership
that is reasonably believed by the General Partner to be in 0r not opposed to the best interests of the
Partnership, unless such act or omission resulted from fraud, bad faith, willful misconduct or gross
negligence by the General Partner and except that nothing herein shall constitute a waiver or limitation of
any rights that a Partner 0r the Partnership may have under applicable securities laws 0r other laws
and that may not be waived; any action 0r omission taken or suffered by any other Partner; 0r
(ii)
(iii) any mistake, negligence, dishonesty 0r bad faith of any broker or other agent of the Partnership
selected and monitored by the General Partner With reasonable care. T0 the extent that, at law or in
equity, the General Partner has duties (including fiduciary duties) and liabilities relating thereto to the
Partnership 0r t0 another Partner, the General Partner acting under this Agreement shall not be liable to
the Partnership or t0 any such other Partner for its good faith reliance on the provisions of this
Agreement. To the extent that the provisions of this Agreement expand 0r restrict the duties and
liabilities of the General Partner otherwise existing at law or in equity, such provisions shall modify to
that extent such other duties and liabilities 0f the General Partner.
(b) The General Partner shall be liable for the debts and obligations of the
Partnership t0 the full extent of its assets, but shall, as among the Partners, be entitled to require the prior
exhaustion of the Partnership’s assets and shall be entitled t0 the benefits of the indemnities provided in
Sections 4.9 and 6i.
(c) The General Partner shall not have any personal liability to the Partnership 0r
any Limited Partner by reason 0f any change in federal, state 0r local or foreign income tax laws, or in
interpretations thereof, as they apply to the Partnership or the Limited Partners, whether such change
occurs through legislative, judicial or administrative action.
(d) The General Partner may consult with legal counsel and accountants selected by
it and any act or omission suffered or taken by it on behalf of the Partnership or in furtherance of the
interests of the Partnership in good faith in reliance upon and in accordance with the advice 0f such
counsel 0r accountants shall be full justification for any such act or omission, and the General Partner
shall be fully protected in so acting or omitting to act, provided such counsel or accountants was selected
with reasonable care.
6.5. Indemnification.
(a) To the fullest extent permitted by law, the Partnership shall indemnify and save
harmless each of the General Partner, Affiliates of the General Partner (excluding any Related Fund), and
their respective partners, members, officers, employees, directors, managers, owners and agents
(collectively, the “Indemnified Parties”) from and against any and claims, liabilities, damages, losses,
all
costs and expenses (including amounts paid in satisfaction 0f judgments, in compromises and
settlements, as fines and penalties and legal 0r other costs and reasonable expenses 0f investigating 0r
defending against any claim or alleged claim) of any nature whatsoever, known 0r unknown, liquidated
or unliquidated, that are incurred by any Indemnified Party and arise out of 0r in connection With the
affairs 0f the Partnership, including acting as a director 0f a company any securities of which the
Partnership owns 0r has owned (but only after first taking up the indemnification With such company and
then only t0 the extent that full indemnification is not provided by such company) 0r the performance by
D—1293805_6.DOC 14

such Indemnified Party of any of the General Partner’s responsibilities hereunder; provided, however, an
Indemnified Party shall be entitled t0 indemnification hereunder only t0 the extent that such Indemnified
Party acted in good faith and in a manner such Indemnified Party reasonably believed to be in 0r not
opposed to the best interests of the Partnership and, with respect to any criminal action 0r proceeding,
had no reasonable cause to believe his or its conduct was unlawful, and such Indemnified Party’s conduct
did not constitute fraud, bad faith, willful misconduct, gross negligence, reckless disregard 0f fiduciary
duty 0r willful and material breach of this Agreement; provided, further, nothing herein shall constitute a
waiver or limitation 0f any rights that a Partner or the Partnership may have under applicable securities
laws or other laws that may not be waived. The termination of any proceeding by settlement, judgment,
order, conviction, 0r upon a plea of nolo contendere or its equivalent, shall not, of itself, create a
presumption that an Indemnified Party did not act in good faith and in a manner that such Indemnified
Party reasonably believed t0 be in or not opposed to the best interests of the Partnership or that such
Indemnified Party’s conduct constituted fraud, bad faith, willful misconduct, gross negligence, reckless
disregard of fiduciary duty, willful and material breach of this Agreement 0r a Violation of applicable
securities or other laws. The satisfaction of any indemnification and any saving harmless pursuant t0 this
Section 6.51 a1 shall be from and limited to the Partnership’s assets, and except as provided in Section 5.2,
no Partner shall have any personal liability on account thereof beyond the amount of their unreturned
Capital Contributions.
(b) Expenses reasonably incurred by an Indemnified Party in defense 0r settlement

of any claim that may be subject t0 a right of indemnification hereunder may be advanced by the
Partnership prior to the final disposition thereofupon receipt 0f an undertaking by or 0n behalf of the
Indemnified Party t0 repay such amount to the extent that it shall be determined ultimately that such
Indemnified Party is not entitled t0 be indemnified hereunder. The right 0f any Indemnified Party to the
indemnification provided herein shall be cumulative of, and in addition t0, any and all rights to which
such Indemnified Party may otherwise be entitled by contract or as a matter 0f law or equity and shall
extend t0 such Indemnified Party’s successors, assigns and legal representatives.
(c) Any Person entitled to indemnification from the Partnership hereunder shall first
seek recovery under any other indemnity or any insurance policies by which such Person is indemnified
or covered, as the case may be, but only t0 the extent that the indemnitor with respect to such indemnity
or the insurer with respect t0 such insurance policy provides (or acknowledges its obligation to provide)
such indemnity or coverage on a timely basis, as the case may be, and, if such Person is other than the
General Partner, such Person shall obtain the written consent of the General Partner prior t0 entering into
any compromise or settlement that would result in an obligation of the Partnership to indemnify such
Person; and if liabilities arise out 0f the conduct of the affairs of the Partnership and any other Person for
which the Person entitled t0 indemnification from the Partnership hereunder was then acting in a similar
capacity, the amount of the indemnification provided by the Partnership shall be limited to the
Partnership’s proportionate share thereof as determined in good faith by the General Partner in light 0f its
fiduciary duties to the Partnership and the Limited Partners.
(d) Any Indemnified Party shall be deemed to be a creditor 0f the Partnership and
shall be entitled to enforce the obligations of Partners to return distributions pursuant to Section 5.2
following termination of the Partnership.
6.6. General Partner as Limited Partner. The General Partner and any of its Affiliates shall
also be a Limited Partner t0 the extent that it purchases Limited Partner Interests or becomes a transferee
of all 0r any part 0f the Partnership Interest 0f a Limited Partner, and to such extent shall be treated as a
Limited Partner in all respects.
6.7. Other Activities.
D—1293805_6.DOC 15

(a) This Agreement shall not be construed in any manner t0 preclude any Partner
or any of its Affiliates from acquiring the same Securities as those owned by the Partnership.
The Partners hereby acknowledge that the General Partner and/or one 0r more of its Affiliates (i) have
formed and manage other limited partnerships and (ii) may, directly 0r indirectly, organize, sponsor
and/or manage other limited partnerships 0r other pooled investment vehicles (each, a “Related Fund”).
N0 such Related Fund shall be precluded from co-investing With the Partnership.
(b) The General Partner shall devote such time to the Partnership’s affairs as is
consistent With the Partnership’s achieving its investment objectives. However, except as may be
otherwise specifically provided herein, this Agreement shall not be construed in any manner t0 preclude
the General Partner 0r any 0f its Affiliates from engaging in any activity whatsoever permitted by
applicable law.
6.8. Approval and Meetings.
(a) Actions and decisions requiring the Approval of the Partners 0r the Approval 0f
the Limited Partners may be authorized or made either by vote of the required Partners taken at a meeting
of the required Partners 0r by written consent of same Without a meeting. For the purpose 0f determining
the Partners entitled t0 vote on, 0r t0 vote at, any meeting of the Partners or on a request for written
consent, the record date for any such determination shall be the day before a General Partner delivers
notice of the meeting 0r its request for written consent.
(b) The General Partner may call a meeting t0 obtain the Approval of the Partners 0r
the Approval of the Limited Partners for an action 0r decision under this Agreement by delivering t0 the
other Partners notice of the time and purpose of the meeting at least five (5) days before the day 0f the
meeting. Each meeting 0f Partners shall be conducted by the General Partner. Meetings may be held by
telephone conference and participation by a Partner in a meeting by telephone conference shall constitute
presence 0f that Partner.
(c) The General Partner may propose that actions or decisions requiring the
Approval 0f the Partners or the Approval 0f the Limited Partners be authorized by written consent of the
required Partners in lieu of a meeting by delivering t0 the required Partners notice 0f the General
Partner’s proposal. A Partner’s written consent to that proposal may be evidenced by its signature on a
counterpart of the proposal or by a separate writing (including a telecopy) that identifies the proposal
with reasonable specificity and states that it consents to that proposal. For purposes of obtaining a
written consent, the General Partner may require the response of the requisite Partners within a specified
time (the “Response Date”) provided the Response Date is not less than five (5) days from the date of the
notice. If a response is not received by the General Partner by the designated Response Date, the General
Partner shall be permitted to rely upon such failure to respond as a consent by such Partner t0 the
proposed action.
6.9. Reserves.
(a) Appropriate reserves may be created, accrued and charged against the
Partnership’s assets and proportionately against the Capital Accounts 0f the Partners for contingent
liabilities, such reserves t0 be in the amounts that the General Partner, in its sole discretion, deems
necessary or appropriate. The General Partner may increase or reduce any such reserve from time to time
by such amounts as the General Partner in its discretion deems necessary or appropriate. At the sole
discretion of the General Partner, the amount 0f any such reserve, 0r any increase or decrease therein,
may be charged 0r credited, as appropriate, to the Capital Accounts 0f those parties who are Partners at
the time when such reserve is created, increased, or decreased, as the case may be, or alternatively may
D—1293805_6.DOC 16

"°'Ill
(Rev Jonuary
(RPV. J nnuary 200'.l)
W-9
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for Taxpayer Give rorm
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requester. Do
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n1 t11c Treasury
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Identification Number and Certification
Certification send to
ta the IRS.
l11tttma1 Revenue S~tvir.o
llrlemfll Reve11ue Servim
2.
page
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Enter
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Social
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However, for a resident
for a resident alien,
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sole proprietor,
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Certification
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instructions. YouYou must cross
cross out
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notified by the
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alien individual
alien.
individual! may use
use the
A
A person
person who is required to
is required to file
file an
an information
information return
return with
with terms of0f a
a tlax
ax treaty
Irealy toLo reduce
reduce or 0r eliminate
eliminate U.S.
U.S. tax
[ax on
0n
Lhe
the IRS,
IRS, must obtain
obtain your
yum correct
correct taxpayer
taxpayer idenlit'icatlon
idenlification certain
certa‘n types
types ofof income.
income. However;
However. mostmost ta x trealies
lax contam a
Ireaties contain a
numhel (TIN)
number (TIN) to
to report.
report. for
For example.
exmnpie‘ income flaidpaid toIn you,
you. real
real provision known as aa ~saving
provision “saving clause,"
clause" Exceptions
Exceptions specified
specmed
estate
estate transactions,
lransactions‘ mortgage interest
interesi you
you paid,
paid‘ acquisilion
acquiswtion in
In the
the saving clause may permitpermit an exemption from ~ax lax to
to
or
Ur abandonment or of secured property.
pmpeny. cancellat ion of
canceuatlon of debt,
debt, or
Dr continue
Continue for
for certa
cenainin types
types of0f income
Income even after
after the
me recipien
retipxcntt
contributions
contributions you
you made
rnarle to
to an
an IRA.
IRA has otherwise
has otherwise become a a U .S. resident
U‘S‘ resident alien
alien For
for tax
tax purposes.
purposes.
U.S.
U.S. person.
person. Use
Use Form
Form W-9 oniy if
W79 only if you
you are
are aa U.S.
U75. person
perfion If
If you are a
you are a U.S.
U.S‘ resident
residenl alien
alien who is
i5 relying
relying on
0n an
(including
(including a
a resident alien], to
residnnl alierl), lo provide
provide your
your correct
correct TIN
TIN to
t0 the
the exception
exception contained
contamed in in the
the sa ving clause of
saving Dr aa tax
tax treaty
treaty to
Lo
person
person requesting It (the
(the requester)
requester] and,
and, when applicable,
il a|3p\icable, to:
l0: ctaim an exemption from U
claim .S. tax
U.S. tax on cenain
certain types
types of
of fncorne.
income.
1.
1. Certify
Cemfy that
that the
the TIN you
you are
are giving
giving is
i5 correct
contact (or
(or you
you aro
are you must attach a
you must a statement
statement thatthat specifies the following
foliowing five
five
wailing for
waiting for aa number
number tom be Issued),
issued). items:
items:
2.
2. Certify
Cerllly that
thal you
you are
ale not
not subject to
subject ln backup withholding.
wilhhmding. 1. The treaty
1. treaty country,
Cuunlry. Generally.
Generally. this mus: be U1e
this must lhe same
Of
cur treaty
irealy under
under which youyou claimed
claimed exemption
exemption from tax
(ax as
a5 a
a
nonresident
nonresrdent alten.
alien,
3.
3. C laim exemption
Ciairn exemption F rom hackuri
From withholding if
backup withholding if you
you are
are a
a
U,S,
U.S. exempt payee. payee. 2.
2. The treaty
treaty article
article oddresslng
addressing tho
[ho income.
incnmn.
Note: If
Note: If a
a requester
rmuesrer gives
gives youyau aa form
farm 01her
mher than
{han Form W-9W-Q 3.
3. The article
article number
number (or
{or loca
location) in the t<ix
tion) In tax treaty
treaty lhat
lhal
to
r0 request your TIN,
request your TIN you
you must use the ruquasmr's form if ii
me ruqueslcr's at is
rs 1'! conta
contains me saving
ins the saving clause
clause and
and its
its excep tions.
exceptions.
substantialty
srnm‘ar to Ihr‘s Form W-9.
Io this W—Q, 4.
d. The type
type and amount
amoum of
0i income
income that
that qualifies for tile
quafifics for Ihe
Foreign
Foreign person.
person. IfIlyuu
you areare aa foreign
foreign person,
person. use the
lhe exemption
exemption rrom
[rum tax
lax
appropriate Form W-8
appropriate W‘s (see Pub‘ 515,
[see Pub. 515. Withholding
Wilhhoiding of
0f Tax
Tax on
m1 5.
5. Sufficient
Sufficient facts
facts to justify the
tojustify (he exemption from
tram tax
lax under
undet
Nonresident
Nonresanenl AllensAliens and
sand Foreign
Foreign Entities).
Entities) the
the terms of
of the
the treaty
treaty article.
anicle.
Cat
Cal. No.
No. 1023
1033”1X Fmm
Fulrn W-9
w-g (Rev.
"?W- 1-2003)
11003]

reasonably requests relating thereto, no later than fifteen (15) days before the date, computed without
regard t0 permitted extensions, that such returns must be filed without incurring interest or penalty.
7.5. Tax Matters Partner. The General Partner is the tax matters partner 0f the Partnership
pursuant t0 Code Section 6231(a)(7).
7.6. Bank Accounts. A11 funds of the Partnership shall be deposited in its name in an account
or accounts maintained in an insured, commercial financial institution, as determined
by the General
Partner.The funds 0f the Partnership shall not be commingled with the funds 0f any other Person.
Checks may be drawn on the account or accounts 0f the Partnership only for the purposes 0f the
Partnership and shall be signed by the General Partner 0r by its duly authorized representatives.
ARTICLE 8
TRANSFERS AND WITHDRAWALS
8. 1 . General Partner.
(a) Transfers. Without the Approval of the Limited Partners, the General Partner
shall not have the right to assign, pledge or otherwise transfer its interest as the general partner of the
Partnership; provided, however, without the Approval 0f the Limited Partners, the General Partner may
be reconstituted as a corporation, limited partnership, limited liability company 0r other form of entity so
long as such reconstitution does not have adverse tax consequences for the Limited Partners and the
Partnership receives an opinion 0f counsel to such effect (any such reconstituted entity being deemed to
be the General Partner for all purposes hereof). In the event of an assignment 0r other transfer of all 0f
its interest as a general partner of the Partnership in accordance with this Section 8.1(a1, its Assignee 0r
transferee shall be substituted in its place as general partner of the Partnership and immediately thereafter
the General Partner shall withdraw as a general partner of the Partnership.
(b) Replacement. Each General Partner shall serve in such capacity unless and until
replaced pursuant t0 this Agreement. In the event of the liquidation, dissolution, Bankruptcy, Withdrawal
or disability of any Person herein 0r hereafter named as General Partner, the Partners shall appoint a
successor General Partner who must be Approved by the Limited Partners, excluding in such
computation the Limited Partnership Interests, if any, of the then General Partner or its Affiliates.
8.2. Limited Partners.
(a) A Limited Partner may not assign 0r otherwise transfer its Partnership Interest in
whole 0r in part t0 any Person (an “Assignee”) except by operation of law, Without the prior written
consent of the General Partner, and in any event no such assignment or transfer shall be made unless in
the opinion of responsible counsel (Who may be counsel for the Partnership), satisfactory in form and
substance t0 the General Partner (which opinion may be waived, in Whole or in part, in the sole and
absolute discretion of the General Partner):
(i) Such assignment 0r transfer, when added to the total of all other
assignments and transfers of Partnership Interests Within the preceding twelve (12) months, would not
have terminated within the meaning 0f Code Section 708;
result in the Partnership being considered t0
(ii) Such assignment 0r transfer would not Violate the Securities Act 0f
1933, as amended, 0r any state securities 0r “Blue Sky” laws applicable to the Partnership 0r the
Partnership Interest t0 be assigned 0r transferred;
D—1293805_6.DOC 18

Such assignment 0r transfer would not cause the Partnership to lose its
(iii)
income tax purposes 0r cause the Partnership t0 become subject to the

status as a partnership for federal
Investment Company Act of 1940, as amended;
(iv) Such assignment or would not cause the Partnership to be

transfer
treated as a “publicly traded partnership” within the meaning of Code Section 7704 and the Treasury
Regulations promulgated thereunder and would not make the Partnership ineligible for a “safe harbor”
exemption from treatment as a publicly traded partnership under Code Section 7704 and the Treasury
Regulations promulgated thereunder; and
(V) Such assignment 0r transfer would not cause all or any portion 0f the
assets 0f the Partnership to constitute “plan assets” under ERISA 0r the Code or to constitute assets of
any ERISA Partner for the purposes of ERISA 0r to be subject to the provisions 0f ERISA to
substantially the same extent as if owned directly by any ERISA Partner.
Each assigning Limited Partner shall pay all reasonable expenses, including attorneys’ fees, incurred by
the Partnership in connection with an assignment 0r transfer 0f a Partnership Interest by such Limited
Partner, except t0 the extent that the Assignee thereof agrees to bear such expenses.
(b) Notwithstanding Section 8.2gaz, n0 Assignee of a Partnership Interest of a

Limited Partner may be admitted as a substitute Limited Partner in the Partnership (a “Substitute Limited
Partner”) without the consent of the General Partner, which consent may be given or Withheld in its sole
and absolute discretion. An Assignee of a Partnership Interest that is not admitted as a Substitute
Limited Partner shall be entitled only to allocations and distributions with respect t0 that Partnership
Interest and shall have no rights to vote that Partnership Interest 0r to receive any information 0r
accounting 0f the affairs 0f the Partnership and shall not have any of the other rights of a Partner
pursuant to this Agreement.
(c) The General Partner shall prohibit any assignment, transfer 0r substitution (and
shall not recognize any such assignment, transfer or substitution) if the General Partner reasonably
believes that such assignment, transfer or substitution would not be Within (or would cause the
Partnership to fail t0 qualify for) one 0r more 0f the safe harbors described in paragraphs (e), (f), (g), (h),
or (j) of Treasury Regulations Section 1.7704-1 0r otherwise poses a material risk that the Partnership
will be treated as a “publicly traded partnership” within the meaning of Code Section 7704 and the
Treasury Regulations promulgated thereunder.
(d) Any attempted assignment 0r substitution not made in accordance with this
Section 8.2 shall be null and void.
8.3. Legend. Each Partner hereby agrees that a legend may be placed on any counterpart 0f
this Agreement, the Certificate, 0r any other document 0r instrument evidencing ownership 0f
Partnership Interests that is the same 0r substantially similar to the legend 0n the cover 0f this
Agreement.
8.4. Basis Adjustment. On the transfer of all or part 0f a Partnership Interest, at the request
ofthe transferee thereof, the General Partner may cause the Partnership to elect, pursuant to Code
Section 754 or the corresponding provisions 0f subsequent law, t0 adjust the tax basis 0f the properties 0f
the Partnership as provided by Code Sections 734 and 743.
D—1293805_6.DOC 19

8.5. Permitted Withdrawals.
(a) Subject to the limitation set forth in Section 8.51m, each Limited Partner Will be
permitted to make a complete or a partial withdrawal 0f that Limited Partner’s Capital Account
(a “Withdrawal”) as 0f the close of business on the last Business Day 0f each calendar quarter
(a “Withdrawal Date”); provided, however, (i) such Limited Partner has held its Partnership Interest for
at least six (6) complete calendar months prior t0 such Withdrawal Date and (ii) the General Partner may
disallow a partial Withdrawal if the Limited Partner would not have a Capital Account at least equal to
$1,000,000 thereafter. Notice 0f any Withdrawal (each, a “Withdrawal Notice”) must be given at least
ninety (90) days prior t0 the proposed Withdrawal Date. At least ninety percent (90%) 0f the estimated
amount due t0 the Limited Partner making such Withdrawal normally will be settled, within ten (10)
Business Days after the Withdrawal Date in cash or, subject t0 the sole discretion of the General Partner,
wholly or partially with assets 0f the Partnership whether readily or not readily marketable; provided,
however, the General Partner may delay such payment (but not the Withdrawal Date) if such delay is
reasonably necessary t0 prevent such Withdrawal from having a material adverse impact 0n the
Partnership. Any remaining balance will be settled promptly following completion of the audit 0f the
Partnership’s financial statements for that Fiscal Year. N0 Withdrawal fee is payable upon Withdrawal
by a Limited Partner of amounts from its Capital Account. However, the General Partner may withhold
for the benefit of the Partnership from any distribution to a withdrawing Limited Partner an amount
representing the actual third-party costs and expenses incurred by the Partnership With respect to such
Withdrawal.
(b) Except as otherwise provided,

all Withdrawals by Limited Partners shall be
subject t0 the following limitation. any calendar quarter, Limited Partners submit effective
If for
Withdrawal Notices requesting Withdrawals in an aggregate amount in excess of twenty-five percent
(25%) of the Partnership’s Net Asset Value, then all such requests shall be adjusted downward
proportionately so that the aggregate amount of such requested Withdrawals shall equal an amount equal
to twenty-five percent (25%) 0f the Partnership’s Net Asset Value 0r such greater amount if the General
Partner s0 determines. Within thirty (30) days of the due date for the Withdrawal Notices, the General
Partner shall make such calculations and shall advise all Limited Partners Who requested Withdrawals
and are subject t0 the limitation set forth in this Section 8.51m 0f the amount of their permitted
Withdrawal.
(c) The interest of a Limited Partner who gives notice of Withdrawal from the
Partnership pursuant t0 this Section 8.5 shall not, to the extent of his Withdrawn interest, be included in
calculating the aggregate Partnership Interests of the Limited Partners required to take any action under
this Agreement.
(d) Any required prior notice period for a Withdrawal by a Partner provided for in
Section 8.5 may be waived by the General Partner.
(e) Notwithstanding the provisions of this Section 8.5, the General Partner may
make a partial Withdrawal 0f its Account without notice to the Limited Partners
Capital at any time
the Limited Partners would be permitted t0 make a Withdrawal pursuant to Section 8.51 a1.
(f) In the case of any partial Withdrawal, that Partner shall be deemed to have
redeemed a proportionate part of its Partnership Interests based upon its proportionate share 0f the Net
Asset Value of the Partnership’s assets on that date.
D—1293805_6.DOC 20

8.6. Required Withdrawals. The General Partner may redeem all, but not less than all, 0f
the Partnership Interest 0f any Partner at the end of any Fiscal Period, thereby terminating that Limited
Partner’s interest in the Partnership, upon at least thirty (30) days’ prior written notice for any reason.
A notice of termination pursuant to this Section 8.6 shall have the same effect as a notice of Withdrawal
by the Partner from the Partnership pursuant t0 Section 8.5, and the Partner receiving that notice shall be
treated for all purposes and in all respects as a Partner who has given notice of Withdrawal.
8.7. Effective Date 0f Withdrawal. The Capital Account of a withdrawing Partner shall be
determined as of the effective date of that Partner’s Withdrawal. For purposes of this Section 8.7, the
effective date of a Partner’s Withdrawal shall mean, as the case may be, the last day of the Fiscal Period
(i) in which the Partner ceases t0 be a Partner pursuant to Section 8.5 or (ii) that coincides with the date
specified in the written notice referred t0 in the second sentence 0f Section 8.6 if the Partner shall be
required t0 Withdraw from the Partnership pursuant thereto.
8.8. Limitations 0n Withdrawal. The right 0f any Partner or his legal representative to
receive distributions or withdraw all 0r any portion of the Capital Account 0f the Partner is subj ect t0 the
provision by the General Partner for all Partnership liabilities in accordance with all provisions 0f the Act
and other applicable law and for reserves for contingencies and estimated accrued expenses. The unused
portion of any reserve shall be distributed after the General Partner shall have determined that the need
therefor shall have ceased.
ARTICLE 9
DISSOLUTION
9. 1. Causes.
(a) The Partnership shall be dissolved on the first to occur of any 0f the following
events, and each Partner hereby expressly waives any right that it might otherwise have t0 dissolve the
Partnership:
(i) The Bankruptcy, receivership, dissolution, retirement, resignation,

complete Withdrawal or any other occurrence that would legally disqualify the last remaining General
Partner from acting under this Agreement and the failure t0 obtain a successor General Partner as
provided in Section 8.11m; and
(ii) The Act so requires and the requirement is not validly varied by this
Agreement.
(b) Except as otherwise provided herein, nothing contained in this Section 9.1 is
intended to permit a Partner to dissolve the Partnership at will (by retirement, resignation, withdrawal or
otherwise), 0r t0 exonerate a Partner from liability t0 the Partnership and the remaining Partners if it
dissolves the Partnership at will. An unpermitted dissolution at will of the Partnership is in contravention
of this Agreement for purposes of the Act.
9.2. Reconstitution. If dissolution 0f the Partnership results from the occurrence of an event
described in Section 9.1ga1, then the Partnership may be reconstituted and its business continued pursuant
to the Act, with a new General Partner to be admitted as provided in Section 8.11c). If reconstitution is
completed, an appropriate amendment t0 this Agreement and, if necessary, to the Certificate shall be
executed and, in the case of the Certificate, if necessary, appropriately filed of record. The rights 0f the
remaining Partners after reconstitution, and the rights and liabilities 0f any Partner that wrongfully
D—1293805_6.DOC 21

Apr
le- 20
2E) 06
US 03:1Bp
[13:pr Fedeoxkinkos
Fedaxkifikos 8174819314
8174619814 p.2
[3.2

(b) Duties and Qualifications. The Liquidator (if other than a General Partner) shall
have sufficient business expertise and competence t0 conduct the winding up and termination of the
Partnership and, in the course thereof, to cause the Partnership t0 perform any existing 0r future
contractual obligations 0f the Partnership. The Liquidator, subject to the Approval of the Limited
Partners, shall determine the time, manner and terms 0f any sale 0r sales 0f property of the Partnership in
liquidation, having due regard to the activity and condition 0f the relevant market and general financial
and economic conditions.
(c) Compensation. The Liquidator is entitled t0 receive reasonable compensation

for its services, as agreed upon by the Liquidator and Approved by the Limited Partners.
(d) Resignation, Removal, Succession. The Liquidator may resign at any time by
giving fifteen (15) days’ prior written notice and may be removed at any time, with 0r without cause, by
written notice 0f removal Approved by the Limited Partners. On the death, dissolution, removal 0r
resignation of the Liquidator, a successor and substitute Liquidator (who shall have and succeed to all the
rights, powers and duties of the original Liquidator) will, within thirty (30) days thereafter, be appointed
by Approval 0f the Limited Partners, evidenced by written appointment and acceptance. The right to
appoint a successor substitute Liquidator in the manner provided herein shall be recurring and continuing
for so long as the functions and services of the Liquidator are authorized t0 continue under this
Agreement, and every reference herein to the “Liquidator” refers also t0 any successor or substitute
Liquidator appointed in the manner herein provided. The Liquidator has and may exercise, without
further authorization 0r consent 0f any of the parties hereto or their legal representatives 0r successors in
interest, all 0f the powers conferred by this Agreement upon the General Partner to the extent necessary
or desirable in the good faith judgment of the Liquidator to perform its duties and functions. The
Liquidator is not liable as a General Partner hereunder, t0 the Limited Partners 0r t0 third party creditors.
10.2. Court Appointment of Liquidator. If, Within thirty (30) days after the date 0f dissolution
or other time period provided in Section 10.1, a Liquidator 0r successor Liquidator has not been
appointed in the manner provided therein, then any Limited Partner or the General Partner may make
application to the then senior United States Federal District Judge (in his judicial capacity) for the
Federal District in which the Partnership has its principal office, for appointment of the Liquidator 0r
successor Liquidator, and that judge, acting as an individual and not in his judicial capacity, shall be fully
authorized and empowered to appoint and designate the Liquidator 0r successor Liquidator, who shall
have the powers, duties, rights and authorities 0f the Liquidator herein provided.
10.3. Liquidation.
(a) In winding up and terminating the business and affairs of the Partnership, its
assets (other than cash) shall be sold at the discretion 0f the Liquidator, its liabilities and obligations to
creditors and all expenses incurred in its liquidation shall be paid, and all resulting items of income, gain,
loss or deduction of the Partnership shall be credited 0r charged t0 the Capital Accounts 0f the Partners
in accordance with Articles 3 and _4. Any Partner may be a purchaser of assets of the Partnership at one
or more liquidation sales.
(b) The net proceeds from those sales (after deducting all selling costs and expenses
in connection therewith), together with of the one (1)-year period referred t0 in
(at the expiration
Section 10.4) the balance in the reserve account referred to in Section 10.4, shall be distributed among
the Partners in proportion to their Capital Accounts.
D—1293805_6.DOC 23

(c) The Liquidator shall be instructed to use all reasonable efforts to effect complete
liquidation of the Partnership within one (1) year after the date 0n which the Partnership is dissolved.
Each holder 0f a Partnership Interest shall 100k solely t0 the assets of the Partnership for all distributions
and shall have no recourse therefor (0n dissolution or otherwise) against the Partnership, the Partners 0r
the Liquidator. On the completion 0f the liquidation 0f the Partnership and the distribution 0f all funds
of the Partnership, the Partnership shall terminate and the General Partner (or the Liquidator, as the case
may be) may execute and record all documents required to effectuate the dissolution and termination 0f
the Partnership.
10.4. Creation of Reserves. After making payment or provision for payment of all fixed and
determinable debts and liabilities of the Partnership and all expenses of liquidation, the Liquidator may
set up, for a period not to exceed one (1) year after the date of dissolution, the cash reserves that the
Liquidator deems reasonably necessary for any contingent 0r unforeseen liabilities 0r obligations of the
Partnership.
10.5. Final Audit. Within a reasonable time after completing the liquidation, the Liquidator
shall supply t0each of the Partners a statement, certified by the Accountant upon a request Approved by
the Limited Partners, which shall set forth the assets and the liabilities of the Partnership as of the date of
complete liquidation, the distributions t0 the Partners pursuant to Section 10.3, and the amount retained
as reserves by the Liquidator pursuant t0 Section 10.4.
ARTICLE 11
MISCELLANEOUS
11.1. Notices.
(a) A11 notifications, notices, demands or requests provided for, or permitted t0 be

given, pursuant to this Agreement must be in writing.
(b) A11 notifications, notices, demands and requests to be sent to the Partnership 0r
to any Partner shall be deemed to have been properly given, unless explicitly stated otherwise, if sent by
(i) certified 0r registered mail, return receipt requested; (ii) Federal Express 0r other comparable
overnight courier with regular, daily service; (iii) hand delivery; or (iv) facsimile during normal business
hours to the place of business of the recipient, addressed or faxed, as the case may be, to the Partner 0r
the Partnership at the last known address or facsimile number of such Person, 0r at such other address 0r
facsimile number as that Partner may from time to time specify by written notice to the Partnership.
(c) A11 notices, notifications, demands or requests so given shall be deemed given
and received mailed, seven (7) days after being deposited in the mail; (ii) if sent Via overnight
(i) if
courier, the next Business Day after the date marked for delivery; (iii) if hand delivered, the next
Business Day after being hand delivered; 0r (iv) if by facsimile, the next Business Day after being faxed.
(d) The parties hereto and their respective successors and assigns shall have the right
from time t0 time and at any time during the term 0f this Agreement to change their respective addresses,
and each shall have the right to specify as its address any other address by giving t0 the other parties at
least thirty (3 O) days’ written notice thereof, in the manner prescribed in Section 12.11b 1; provided,
however, to be effective any such notice must be actually received (as evidenced by a return receipt).
D—1293805_6.DOC 24

(e) A11 payments to be made pursuant hereto to any Partner shall be made at the
address at Which notices herein are sent, unless otherwise specified in writing by any such Partner.
(f) Notwithstanding the above, all reports and returns to be sent to any Partner shall
be deemed t0 have been properly given if sent by regular U.S. mail by the date indicated herein.
11.2. Intemretation. The construction and validity 0f this Agreement and the rights and
obligations of the respective parties hereunder shall be governed by and interpreted and enforced in
accordance with the laws of the State of Delaware.
11.3. Terms. Common nouns and pronouns shall be deemed to refer to the masculine,
feminine, neuter, singular, and plural, as the identity of the person or persons, firm 0r corporation may in
the context require. Any reference t0 the Code 0r other statutes or laws shall include all amendments,
modifications, or replacements 0f the specific sections and provisions concerned.
11.4. References. Unless otherwise expressly stated, references t0 numbered 0r lettered

articles, sections and subsections herein contained are to articles, sections and subsections of this
Agreement. The terms “herein,” “hereof,” “hereunder,” “hereby,” “this Agreement” and other similar
references shall be construed to mean and include this Amended and Restated Agreement 0f
Limited Partnership and all amendments thereof and supplements thereto unless the context shall clearly
indicate or require otherwise.
11.5. Severability. If any provision 0f this Agreement or the application to any Person 0r
circumstances shall be invalid 0r unenforceable to any extent, the remainder of this Agreement and the
application 0f such provisions t0 other Persons 0r circumstances shall not be affected thereby and shall
be enforced t0 the greatest extent permitted by law.
11.6. No Third—Partv Beneficiary. This Agreement is made solely and specifically between
and for the benefit 0f the parties hereto and and assigns, subject to the express
their respective successors
provisions hereof relating t0 successors and assigns, and no other Person whatsoever has any rights,
interest, 0r claims hereunder 0r is or will be entitled t0 any benefits under 0r on account of this
Agreement as a third-party beneficiary or otherwise unless specifically provided in this Agreement.
11.7. Absolute and Sole Discretion. Except as otherwise provided in this Agreement, all
actions that any Partner may take and all determinations that any Partner may make pursuant to this
Agreement may be taken and made at the sole and absolute discretion of that Partner.
11.8. Binding Effect. Subject t0 the provisions 0f this Agreement relating to transferability,
this Agreement shall be binding 0n and inure to the benefit 0f the parties signatory hereto, and their
respective distributees, successors and assigns.
11.9. Complete Agreement. This Agreement constitutes the complete and exclusive statement
of the agreement between and among the Partners and replaces and supersedes all prior agreements,
except for any agreement executed contemporaneously herewith by and among the Partners, 0r any of
them, contemporaneously herewith. This Agreement supersedes all written and oral statements, and no
representation, statement, condition, 0r warranty not contained in this Agreement shall be binding 0n the
Partners or have any force 0r effect whatsoever. No Partner has rendered any services to or 0n behalf 0f
any other Partner or the Partnership, and no Partner shall have any rights with respect to any services that
might be alleged to have been rendered.
D—1293805_6.DOC 25

11.10. Additional Documents and Acts. In connection with this Agreement, as well as all
transactions contemplated by this on the request of the General Partner,

Agreement, each Partner shall,
execute and deliver such additional documents and instruments and perform such additional acts as may
be necessary or appropriate t0 effectuate, carry out, and perform all of the terms, provisions and
conditions of this Agreement and all such transactions.
11.1 1. Countegparts. This Agreement may be executed in any number 0f counterparts, each of
which shall be deemed an original and all 0f which shall constituteone and the same Agreement.
11.12. Reliance on Authority. If a Partner is a Person other than a natural person, the
Partnership and the General Partner (i) are not required to determine the authority of the Person signing
this Agreement t0 make any commitment 0r undertaking 0n behalf of such entity or to determine any fact
or circumstance bearing upon the existence of the authority 0f such Person; (ii) are not required t0 see to
the application or distribution of proceeds paid 0r credited t0 Persons signing this Agreement on behalf
of that entity; (iii) are entitled to rely on the authority of the Person signing this Agreement with respect
to the giving of consent 0n behalf 0f such entity in connection with any matter for which consent is
permitted 0r required under this Agreement; and (iv) are entitled to rely on the authority of any general
partner, joint venturer, manager, co- 0r successor trustee, or president 0r Vice president (as the case may
be), of any such Person the same as if the Person were the Person originally signing this Agreement on
behalf of that entity.
11.13. Amendment. This Agreement may not be amended, altered or modified except with the
Approval of the Partners, excluding any Partner who has transferred its entire Partnership Interest to one
or more Assignees pursuant to Article 8; provided, however, the General Partner may amend any
provision of this Agreement t0 cure any ambiguity 0r correct 0r supplement any provision 0f the
Agreement that may be incomplete 0r inconsistent with any other provision herein.
11.14. Title to Propefl. The Partners desire and intend that legal title t0 all property of the
Partnership be held and conveyed in the name of the Partnership. To the extent that any property 0f the
Partnership is held in the name of a General Partner, the property shall be deemed held by that General
Partner as agent and nominee for and 0n behalf of the Partnership. Property acquired by 0r standing in
the name of any Partner shall be conclusively presumed not to be Partnership property, unless an
instrument in writing, signed by the Partner, specifies t0 the contrary.
11.15. Other Business. Each Partner may be engaged in a business or businesses other than that
of the Partnership Without being accountable 0r liable t0 the Partnership for the breach 0f any fiduciary
obligation.
11.16. Partition Rights. No Partner shall have the right t0 the partition 0f any property of the
Partnership 0r t0 take any action or initiate 0r prosecute any judicial proceeding for the partition, or the
partition and sale, of any property of the Partnership.
11.17. Representations. Notwithstanding anything herein to the contrary, each Limited Partner
hereby represents and warrants t0 the Partnership, each General Partner, and to each officer, director,
shareholder, controlling person and agent of each General Partner that (i) the interest in the Partnership
of such Limited Partner is acquired for investment purposes only for its own account and not with a View
to or in connectionwith any distribution, re-offer, resale 0r other disposition not in compliance With the
Securities Act 0f 1933, as amended and the rules and regulations thereunder (the “1933 Act”) and
applicable state securities laws; (ii) such Limited Partner is an “accredited investor” within the meaning
of Rule 501(a) under the 1933 Act or such Limited Partner, alone or together With its representatives,
possesses such expertise, knowledge and sophistication in financial and business matters generally, and
D—1293805_6.DOC 26

in the type of transactions in Which the Partnership proposes to engage in particular, that it is capable 0f
evaluating the merits and economic risks of acquiring and holding its interest in the Partnership; (iii) such
Limited Partner has had access t0 all of the information with respect to its interest in the Partnership that
it deems necessary to make a complete evaluation thereof, and has had the opportunity to question the
General Partner concerning such interest; (iv) such Limited Partner’s decision to acquire its interest in
the Partnership for investment has been based solely upon the evaluation made by(V) such Limited
it;
Partner is aware that it must bear the economic risk of its investment in the Partnership for an indefinite
period 0f time because interests in the Partnership have not been registered under the 1933 Act or under
the securities laws of various states, and therefore, cannot be sold unless such interests are subsequently
registered under the 1933 Act and any applicable state securities laws 0r an exemption from registration
is available; (Vi) such Limited Partner is aware that only the Partnership can take action to register such
interest in the Partnership and the Partnership is under n0 such obligation and does not propose to
attempt t0 do so; and (Vii) such Limited Partner is aware that the Agreement provides restrictions on the
ability 0f the Limited Partner to sell, transfer, assign, mortgage, hypothecate, 0r otherwise encumber its
interest in the Partnership.
11.18. Power of Attorney. Each Limited Partner hereby constitutes and appoints the General
Partner, with full power of substitution, its true and lawful attorney-in-fact, and empowers and authorizes
such attorney, in the name, place and stead of such Limited Partner, to make, execute, sign, swear t0,
acknowledge and file documents relating to the Partnership and

in all necessary 0r appropriate places all
its activities, including, but not limited to: (i) the Agreement and any amendments thereto approved as
provided herein; (ii) the Certificate and any amendments and supplements thereto, under the laws of the
State of Delaware 0r in any other state 0r jurisdiction in Which such filing is deemed advisable by the
General Partner; (iii) any applications, forms, certificates, reports or other documents that may be
requested or required by any foreign, federal, state 0r local governmental agency, securities exchange,
securities association, self—regulatory organization, 0r similar institution and that are deemed necessary 0r
advisable by the General Partner; (iv) any other instrument that may be required t0 be filed or recorded in
any state 0r county 0r by any governmental agency (foreign or domestic), or that the General Partner
deems advisable to file or record, including without limitation, certificates of assumed name; (V) any
documents that may be required to effect the continuation 0f the Partnership pursuant t0 the terms hereof,
the admission 0f new Partners, the admission of substitute Limited Partners, the withdrawal of a General
Partner 0r the dissolution and termination 0f the Partnership, provided such continuation, admission 0r
dissolution and termination are in accordance With the terms of the Agreement; (Vi) documents necessary
or appropriate t0 satisfy certain elections contained in the Code 0r state law governing taxation of limited
partnerships; and (Vii) documents necessary or appropriate to satisfy any and all other ministerial duties
or functions necessary for the conduct of the business of the Partnership. Each Limited Partner hereby
ratifies, confirms and adopts as its own, all actions that may be taken by such attorney-in-fact pursuant to
this Section 12.18. This power 0f attorney is coupled with an interest, is irrevocable and shall continue
notwithstanding the subsequent incapacity 0r death 0f the Limited Partner. Each Limited Partner and/or
his Assignee, transferee 0r successor—in-interest shall execute and deliver to the General Partner an
executed and appropriately notarized power 0f attorney in such form consistent with the provisions 0f
this Section 12.18 as the General Partner may request.
11.19. Confidentiality. Except as required by law 0r valid subpoena or other lawful process, the
failure to comply with which would subject, 0r may reasonably be expected to subject, the respective
receiving Limited Partner to damages 0r judicial or administrative censure or contempt, each Limited
Partner who receives information that is protected under this Section 12.19 shall maintain in strict
confidence, and without the prior consent 0f the Partnership, any Person (other than
shall not disclose to
to another Partner) and shall not use for any purpose other than evaluating 0r monitoring (in its capacity
as a Partner) the investments 0r proposed investments, any and all material, nonpublic information that
concerns the operations, business, or affairs of, and that is received from or on behalf of, the Partnership,
D—1293805_6.DOC 27

or any of its Affiliates; provided, however, notwithstanding the foregoing, any receiving Limited Partner
may communicate any such information to any of its directors, officers, investment advisers, employees,
or other representatives who have a need to know such information and for whom such receiving Limited
Partner shall be responsible or to or at the request of any governmental authority or examiner having
jurisdiction over such receiving Limited Partner. If any receiving Limited Partner is required by law,
subpoena, legal process, or other demand for any such information with which such receiving Limited
Partner believes it is legally obligated to comply, such receiving Limited Partner shall give prompt notice
of such fact to the Partnership so that the Partnership may, if it desires, seek a protective order or other
governmental or judicial relief to prevent disclosure of such information.
Remainder of Page Intentionally Left Blank.

D-1293805_6.DOC 28

IN WITNESS WHEREOF, this Agreement is effective as of the day and year first above written.
GENERAL PARTNER:
BP CAPITAL MANAGEMENT, L.P.,

a Delaware limited partnership

its general partner
By:
Name:
Title:
LIMITED PARTNERS:
A11 Limited Partners now and hereafter admitted

pursuant t0 powers 0f attorney now and hereafter
granted to the General Partner

a Delaware limited partnership,
as attorney—in-fact for the parties
who enter as Limited Partners

its general partner
By:
Name:
Title:
D—1293805_6.DOC

OF
(a Delaware Limited Partnership)
EXHIBIT A
1. Name 0f Partnership: BP Capital Energy Equity Fund II, L.P.
2. Address, Telephone and Facsimile

Number 0f Principal Office: 260 Preston Commons West
81 17 Preston Road
Dallas, Texas 75225
Telephone: (2 1 4) 265-4 1 65
Facsimile: (2 1 4) 750-9773
3. Registered Agent and Office: The Comoration Trust Company

Corporation Trust Center
1209 Orange Street
Wilmington, Delaware
4. Specific Class 0r Group

of Partners: None
5. Events Requiring Dissolution

and Winding Up: As provided in written limited partnership
agreement (the “Partnership Agreement”)
D—1293805_6.DOC
DEFENDANTS’ MOTION FOR SUMMARY JUDGMENT Page 3 10

6. General Partner
Name: BP Capital Management, L.P.
Address, Telephone and

Facsimile Number: 260 Preston Commons West
8117 Preston Road
Dallas, Texas 75225
Telephone: (214) 265-4165

Facsimile: (214) 750-9773
Cash Contributions: $100,000
Description and Agreed Value

of Non-cash Contribution: $0
Time of or Events Requiring

Additional Contribution(s): As provided in Partnership Agreement
Date Became Partner: January 20, 2005
D-1293805_6.DOC
A-2

IN WITNESS WHEREOF, this
this Agreement is
W
is effective
effective as
BP
of the
as bf the day
GENERAL PARTNER:
day and
and year first above
year first

aa Delaware limited
limited partnership
L.P.,
written.
above written.
WW
partnership
By:
By: TEP Investments
TBP InVestments Management LLC, LLC,
aa Delaware limited
limited liability
liability company,
company,
its
its general
general partner
partner
By:
By:
Name:
Title:
LIMITED PARTNERS:
All
All Limited Partners
Partners now and hereafter
hercaficr admitted
admitted
pursuant
pursuant toto powers
powers ofof attorney
attorney no\v
now and
and hereafter
hereafter
granted
granted to
to the
the General
General Partner
Partner
BP CAPITAL MANAGEMENT, L.P., L.P.,

aa Delaware limited partnership,
as
as attorney-in-fact
attomey-imfact for the parties
for the parties .
,
who enter
enter as
as Limited
Limited Partners
Partners
By:
By: TEP
TBP Investments
Investments Management LLC, LLC,
KWKW
aa Delaware limited
limited liability
liability company,
company,
its general
its general partner
partner
By:
NameK/gfié/‘4/ S’flé/QKZQ
Title: Ahflfl/i’fi/Ué i), AEW<
D·l293805_6.DOC
D4293 305_6.DOC

EXHIBIT A-16

OF
BP CAPITAL ENERGY EQUITY FUND MASTER II, L.P.
(A Cayman Islands Exempted Limited Partnership)

EQUITY FUND MASTER II, L.P. (THE “PARTNERSHIP”) HAVE NOT BEEN REGISTERED
UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), THE SECURITIES
LAWS OF THE CAYMAN ISLANDS, OR ANY OTHER FOREIGN, ANY STATE OR ANY OTHER
APPLICABLE SECURITIES LAWS IN RELIANCE UPON EXEMPTIONS FROM THE
REGISTRATION REQUIREMENTS OF THE ACT AND SUCH LAWS. SUCH INTERESTS MUST
BE ACQUIRED FOR INVESTMENT ONLY AND MAY NOT BE OFFERED FOR SALE, PLEDGED,
HYPOTHECATED, SOLD, ASSIGNED OR TRANSFERRED AT ANY TIME EXCEPT IN
COMPLIANCE WITH (i) THE ACT, ANY APPLICABLE STATE SECURITIES LAWS AND ANY
OTHER APPLICABLE SECURITIES LAWS INCLUDING ANY CAYMAN ISLANDS OR OTHER
FOREIGN SECURITIES LAWS; AND (ii) THE TERMS AND CONDITIONS OF THIS AMENDED
AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP. THE INTERESTS MAY NOT BE
TRANSFERRED OF RECORD EXCEPT IN COMPLIANCE WITH SUCH LAWS AND THIS
AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP. THEREFORE,
PURCHASERS OF SUCH INTERESTS WILL BE REQUIRED TO BEAR THE RISK OF THEIR
INVESTMENT FOR AN INDEFINITE PERIOD OF TIME.
D-1265304_8.DOC

OF
TABLE OF CONTENTS
Egg
ARTICLE 1 CONTINUATION ............................................................................................................... 1
1.1. Continuation ........................................................................................................................ 1
1.2. Name ................................................................................................................................... 1
1.3. Certificates and Other Filings ............................................................................................. 2

1.4. Offices and Agent ............................................................................................................... 2
1.5. Term .................................................................................................................................... 2
1.6. Purposes .............................................................................................................................. 2
1.7. Limits .................................................................................................................................. 2
ARTICLE 2 DEFINITIONS .................................................................................................................... 2

2.1. Definitions ........................................................................................................................... 2
2.2. Other Definitions ................................................................................................................. 7
ARTICLE 3 CAPITALIZATION ............................................................................................................ 7

3.1. Capital Contributions .......................................................................................................... 7
3.3. Capital Accounts and Tax Accounts ................................................................................... 8
3.3. Separate Accounts ............................................................................................................... 9
ARTICLE 4 ALLOCATIONS AND DISTRIBUTIONS ........................................................................ 9

4.1. Allocations .......................................................................................................................... 9
4.2. Changes of Interest .............................................................................................................. 9
4.3. Determination of Net Asset Value ...................................................................................... 9
4.4. Liabilities .......................................................................................................................... 10
4.5. Tax Allocations ................................................................................................................. 10
4.6. Determinations by Managing General Partner .................................................................. 11
4.7. Limitation on Distributions ............................................................................................... 12
4.8. Distributions ...................................................................................................................... 12
4.9. Withholding ....................................................................................................................... 12
ARTICLE 5 LIMITED PARTNERS ..................................................................................................... 12

5.1. General .............................................................................................................................. 12
5.2. Limitation on Liability ...................................................................................................... 12
5.3. Outside Activities .............................................................................................................. 13
5.4. Admission of New Partners .............................................................................................. 13
5.5. Withdrawal, Death, Other ................................................................................................. 13
D—1265304_8.DOC 1

ARTICLE 6 MANAGEMENT ..............................................................................................................13
6.1. Rights ................................................................................................................................13
6.2. Standard of Care................................................................................................................15
6.3. Agreements with Affiliates ...............................................................................................15
6.4. Limitation on Liability ......................................................................................................15
6.5. Indemnification .................................................................................................................16
6.6. General Partners as Limited Partners................................................................................17
6.7. Other Activities .................................................................................................................17
6.8. Approval and Meetings .....................................................................................................17
6.9. Reserves ............................................................................................................................18
6.10. Soft Dollar Arrangements .................................................................................................18
ARTICLE 7 ACCOUNTS AND REPORTS .........................................................................................19

7.1. Books and Records............................................................................................................19
7.2. Periodic and Annual Reports ............................................................................................19
7.3. Determination of Taxable Items........................................................................................19
7.4. Tax Returns and Information ............................................................................................19
7.5. Tax Matters Partner...........................................................................................................19
7.6. Bank Accounts ..................................................................................................................19
7.7. Partnership Registrar.........................................................................................................19
ARTICLE 8 TRANSFERS AND WITHDRAWALS............................................................................20

8.1. General Partners ................................................................................................................20
8.2. Limited Partners ................................................................................................................20
8.3. Legend...............................................................................................................................21
8.4. Basis Adjustment ..............................................................................................................21
8.5. Permitted Withdrawals......................................................................................................21
8.6. Required Withdrawals.......................................................................................................21
8.7. Effective Date of Withdrawal ...........................................................................................21
8.8. Limitations on Withdrawal ...............................................................................................22
ARTICLE 9 DISSOLUTION.................................................................................................................22
9.1. Causes ...............................................................................................................................22
9.2. Reconstitution ...................................................................................................................22
9.3. Interim Manager................................................................................................................22
ARTICLE 10 WINDING UP AND TERMINATION.............................................................................23

10.1. General ..............................................................................................................................23
10.2. Court Appointment of Liquidator .....................................................................................23
10.3. Liquidation ........................................................................................................................24
10.4. Creation of Reserves .........................................................................................................24
10.5. Final Audit ........................................................................................................................24
ARTICLE 11 MANAGEMENT FEE......................................................................................................24
ARTICLE 12 MISCELLANEOUS..........................................................................................................25
12.1. Notices...............................................................................................................................25
12.2. Interpretation .....................................................................................................................25
12.3. Terms.................................................................................................................................25
12.4. References .........................................................................................................................25
12.5. Severability .......................................................................................................................26
D-1265304_8.DOC ii

12.6. No Third-Party Beneficiary...............................................................................................26
12.7. Absolute and Sole Discretion............................................................................................26
12.8. Binding Effect ...................................................................................................................26
12.9. Complete Agreement.........................................................................................................26
12.10. Additional Documents and Acts .......................................................................................26
12.11. Counterparts ......................................................................................................................26
12.12. Reliance on Authority .......................................................................................................26
12.13. Amendment .......................................................................................................................27
12.14. Title to Property ................................................................................................................27
12.15. Other Business ..................................................................................................................27
12.16. Partition Rights..................................................................................................................27
12.17. Representations .................................................................................................................27
12.18. Power of Attorney .............................................................................................................27
12.19. Confidentiality...................................................................................................................28
D-1265304_8.DOC iii

OF

“Agreement”) is made by and among BP Capital Management, L.P.,
as of the lst day 0f February, 2005,
a Delaware limited partnership, as the managing general partner (a “General Partner” designated as the
“Managing General Partner”), BP Capital International Management, Inc., a Cayman Islands company
incorporated with limited liability, as a general partner (a “General Partner”), and those individuals or
any additional limited partners, the “Limited Partners”), who together hereby continue an exempted
limited partnership (the “Partnership”) under the Act. (The General Partners and the Limited Partners
are herein collectively called the “Partners.”)
WITNESSETH:
WHEREAS, the Partnership was formed on October 5, 2004, under the Act (as herein defined),
and this Agreement shall replace in entirety the Agreement 0f Limited Partnership of the Partnership
its
(the “Original Agreement”);
Securities (as hereinafter defined);
AGREEMENT:
NOW, THEREFORE, t0 amend and restate the entire Original Agreement of the Partners with
respect to their rights and obligations as Partners and With respect to the Partnership and its affairs, and
ARTICLE 1
CONTINUATION
1.1. Continuation. The Partners hereby continue the Partnership pursuant to the Act. The
Managing General Partner hereby admits the Limited Partners who are a party t0 this Agreement, and the
Partners hereby amend and restate the Original Agreement in its entirety on the terms 0f this Agreement.
the Act.
1.2. Name. The name of the Partnership is “BP Capital Energy Equity Fund Master II, L.P.”
The Managing General Partner is authorized t0 make any variations in the Partnership’s name that the
Managing General Partner may deem necessary or advisable.
D—1265304_8.DOC

1.3. Certificates and Other Filings. If requested by the Managing General Partner, the
Limited Partners shall immediately execute all certificates and other documents consistent With the terms
of Agreement necessary for the Managing General Partner to accomplish all filing, recording,
this
publishing and other acts as may be appropriate t0 comply with all requirements for (i) the formation and
operation 0f an exempted limited partnership under the laws of the Cayman Islands, and (ii) if the
Managing General Partner deems it advisable, the operation 0f the Partnership as a limited partnership,
or partnership in Which the Limited Partners have limited liability, in all jurisdictions where the
Partnership proposes to operate.
1.4. Offices and Agent. The principal office and registered office 0f the Partnership shall be
located at the addresses set forth 0n Exhibit A, or at other places selected by the Managing General
Partner after sending notice of that change to the Limited Partners.
1.5. m.
The Partnership was formed as an exempted limited partnership under the laws of
the Cayman 0n the date that the Partnership was registered with the Registrar of Exempted
Islands
Limited Partnerships and, unless earlier dissolved under the Act and terminated pursuant to this
Agreement, shall continue perpetually.
1.6. Pumoses. The Partnership is organized primarily for the purpose of investing in the
Securities of companies engaged in the energy, natural resources and energy-dependent industries and to
conduct all activities listed in Section 6. 1gb), and any other activities incidental thereto.
1.7. Limits. The relationship between and among the Partners is limited t0 carrying 0n the
business 0f the Partnership, as a limited partnership, as described in and in accordance With this
Agreement. This Agreement does not create a general partnership between the parties or authorize any
party to act as general agent for any other party.
1.8. Organizational Costs. The General Partner shall pay all legal, accounting, printing,
travel, U.S. “blue sky” filing fees, Cayman Islands filing fees including registration under the Mutual
Funds Law of the Cayman Islands, and other organizational costs incurred in connection with the
formation and capitalization 0f the Partnership and Feeder Funds.
ARTICLE 2
DEFINITIONS
2.1. Definitions. In this Agreement, the following terms, unless the context otherwise
“Accountant” means the certified public accountant or firm of certified public

accountants, if any, selected by the Managing General Partner, to perform certain accounting functions
on behalf 0f the Partnership.
“Act” means the Exempted Limited Partnership Law (2003 Revision) of the Cayman
Islands, as amended, modified or re-enacted from time to time.
“Affiliate” means, With respect t0 any “first” Person, (i) any Person directly 0r indirectly
controlling, controlled by, 0r under common control with the first Person, 0r (ii) a Person directly 0r
indirectly owning, controlling, or having a beneficial interest in fifty percent (50%) 0r more of the
outstanding voting securities 0r interests 0f the first Person. As used in this definition of Affiliate, the
D—1265304_8.DOC 2

term “control” means the possession, directly 0r indirectly, 0f the power to direct, 0r cause the direction
of, the management and policies 0f a Person, Whether through ownership of voting securities 0r
partnership interests, by contract, or otherwise.
“Aggregate Capital Contributions” means, With respect t0 any Partner during any Fiscal
Period or on any date, the sum 0f all Capital Contributions during that period or on or by that date,
respectively.
“Aggregate Distributions” means, with respect to any Partner during any Fiscal Period
or on any date, the sum 0f all Distributions during that period 0r on or by that date, respectively.
“Agreement” means this Amended and Restated Agreement of Limited Partnership, as

amended and supplemented from time t0 time.
“Approval 0f the Limited Partners” 0r “Approved by the Limited Partners” means the
affirmative approval of the Limited Partners then entitled to vote (including, unless otherwise stated, the
General Partners and their Affiliates, t0 the extent they hold Limited Partner Interests), who hold Limited
Partner Interests that have more than fifty percent (50%) 0f the Capital Accounts 0f all Limited Partner
Interests then entitled t0 vote.
“Approval 0f the Partners” 0r “Approved by the Partners” means the (i) Approval 0f
the Limited Partners and (ii) the affirmative approval of all the General Partners.
“Assignee” has the meaning specified in Section 8.21 a1.
“Beginning Value” means, with respect t0 any Fiscal Period, the Net Asset Value at the
beginning of that Fiscal Period prior to reduction due t0 the Management Fee and Partnership Expenses
for that Fiscal Period, determined as provided herein.
“Bankruptcy” means, for any Partner, that Partner’s taking or acquiescing in the taking
of an action seeking relief under, 0r advantage 0f, any applicable debtor relief, liquidation, receivership,
conservatorship, bankruptcy, moratorium, rearrangement, insolvency, reorganization, or similar law

affecting the rights 0r remedies of creditors generally, as in effect from time t0 time (the term
“acquiescing” including, Without limitation, the failure to file, Within ten (10) days after its entry, a
petition, answer, 0r motion t0 vacate or t0 discharge an order, judgment, or decree providing for any such
relief).
“Business Day” means any day on which the Federal Reserve Bank 0f New York is open
for business.
“Capital Account” has the meaning specified in Section 3.21 a1.
“Capital Contribution” means, with respect t0 any Partner 0n any date, the sum 0f (i) the
amount 0f money and (ii), except as set forth in Section 3.11a), the fair market value 0f property, net 0f
any liabilities assumed 0r taken subject t0 by the Partnership, that has been contributed to the Partnership
by that Partner on 0r by that date.
“Certificate” means the separate certificate of exempted limited pafinership 0f the

Partnership filed pursuant t0 the requirements 0f the Act.
D—1265304_8.DOC 3

“Code” means the U.S. Internal Revenue Code 0f 1986, as amended from time t0 time
(or any corresponding provisions 0f succeeding law).
“Cumulative Net Profits” means, with respect to any Limited Partner, as of the end 0f
each Performance Period, the excess of the cumulative Net Profits allocated to such Limited Partner (and
not re-allocated from such Limited Partner t0 the Managing General Partner pursuant t0 Section 4.11M)
since such Limited Partner’s investment in the Partnership, over the cumulative Net Losses allocated to
that Limited Partner since that investment; provided, however, should such Limited Partner make a
withdrawal of capital at any time, Cumulative Net Profits shall be reduced t0 reflect such Withdrawal in
proportion to the reduction in its Capital Account.
“Distributions” means, with respect t0 any Partner on any date, the sum of (i) the
amount of money and (ii) the fair market value 0f property, net of any liabilities assumed or taken subject
to by that Partner, that has been distributed by the Partnership t0 that Partner 0n 0r by that date, including
Withdrawals.
“Ending Value” means, With respect t0 any Fiscal Period, the Net Asset Value at the end
of that Fiscal Period, determined as provided herein.
“ERISA” means the U.S. Employee Retirement Income Security Act 0f 1974, as
amended.
“ERISA Partner” means any Limited Partner that is an “employee benefit plan” Within
the meaning 0f ERISA Section 3(3), a “plan” within the meaning of Code Section 4975(e)(1) 0r a
“benefit plan investor” within the meaning of 29 C.F.R. 25 10.3-101.
“Feeder Funds” means BP Capital Energy Equity Fund International II, L.P., a Cayman
Islands exempted limited partnership, BP Capital Energy Equity Fund II, L.P., a Delaware limited
partnership, and any other entity that invests in the Partnership as a Limited Partner.
“Feeder Investor” has the meaning specified in Section 3.3.
“Fiscal Period” means the period beginning 0n the first day following the
last day of the
immediately preceding Fiscal Period and ending on the of (i) the date immediately preceding any
earliest
Periodic Subscription Date, in the case of a Person then receiving a Partnership Interest, (ii) the date on
which there are Withdrawals, in the case 0f a Person then receiving a Withdrawal, (iii) the last day 0f
each calendar year, (iV) the date 0n Which the Partnership liquidates and (V) any other date determined by
theManaging General Partner.
“Fiscal Year” means the period beginning 0n the first day following the last day of the
immediately preceding Fiscal Year and ending on December 31 0f each year.
“General Partner” means any Person Who (i) is named as such in the opening recital 0f
thisAgreement, 0r has become the or a general partner 0f the Partnership pursuant t0 this Agreement;
and (ii) has not ceased to be a general partner of the Partnership pursuant t0 this Agreement.
D—1265304_8.DOC 4

“General Partner Expenses” means the costs, expenses, or charges incurred by any
General Partner on behalf of the Partnership in conducting its business, including without limitation,
salaries and wages, advertising and marketing expenses, utility costs, office space, facilities, supplies,
and all other expenses incurred in the day-to-day operation 0f a business similar t0 the business of the
Partnership, including any fees paid to sub-advisors that may be retained by the Managing General
Partner and organizational costs but excluding Partnership Expenses.
“Indemnified Parties” has the meaning specified in Section 6.51 a).
“Limited Partner” means any Person Who (i) has become a limited partner or an
additional 0r substituted limited partner of the Partnership pursuant to this Agreement; and (ii) has not
ceased t0 be a limited partner 0f the Partnership pursuant to this Agreement.
“Limited Partner Interests” means, with respect t0 each Limited Partner, the Partnership
Interest held by that Limited Partner as a Limited Partner.
“Liquidator” has the meaning specified in Section 10. 1(a).
“Management Fee” has the meaning specified in Article 11.
“Net Asset Value” means, 0n any date, the excess of (i) the sum of the value of all 0f the
assets of the Partnership as of the date of determination, as determined in accordance With Section 4.3,
over (ii) the sum of all of the liabilities of the Partnership as of the date 0f determination.
“Net Profits” or “Net Losses” means, with respect to any Fiscal Period, the amount by
which the sum 0f the Ending Value plus Aggregate Distributions t0 all Partners during that period is
greater 0r less than, respectively, the sum of the Beginning Value plus Aggregate Capital Contributions
by all Partners during that period.
“Original Agreement” has the meaning specified in the recitals of this Agreement.
“Partners” means, collectively, the General Partners and the Limited Partners.
“Partnership” means the partnership formed pursuant to this Agreement and the
partnership continuing the business of the Partnership in the event 0f dissolution as herein provided.
“Partnership Expenses” means: (i) the costs, expenses, or charges incurred by the
Partnership, directly or indirectly, in connection With the investment and trading activities of the
Partnership, including without limitation, brokerage commissions, mark-ups, margin interest, and other
transaction costs to brokers; (ii) accounting, auditing, appraisal, consulting and legal fees and expenses,
including for litigation, preparation 0f the Partnership’s financial statements and reports, tax returns and
Schedule K-ls; any taxes, fees or other governmental charges levied against the Partnership;
(iii)
(iv) interest on and fees and expenses arising out of all borrowings made by the Partnership; (V) expenses
of the meetings of Limited Partners, if any; (Vi) the costs of any litigation and indemnification relating t0
the affairs 0f the Partnership; (Vii) the costs and expenses of maintaining an office outside the
United States; and any other expenses of the Partnership that are neither General Partner Expenses
(viii)
nor overhead expenses, including, in the case 0f any expenses directly related to the Partnership’s and
one or more 0f the Related Funds’ investments, any portion of such joint expenses that the Managing
General Partner determines are properly and ratably allocable t0 the Partnership.
D—1265304_8.DOC 5

“Partnership Interest” means the entire ownership interest of a Partner in the
Partnership at any pafiicular time, including the rights and obligations 0f the Partner under this
Agreement and the Act.
“Performance Allocation” means, With respect t0 any Limited Partner, for any
Performance Period, twenty percent (20%) of the excess, if any, of (i) the Cumulative Net Profits
allocated to such Limited Partner, determined as of the end 0f that Performance Period, over (ii) the
Performance Allocation Threshold for that Limited Partner as 0f the beginning 0f that Performance
Period.
“Performance Allocation Threshold” means, with respect t0 any Limited Partner, the
highest Cumulative Net Profits amount for such Limited Partner; provided, however, should that Limited
Partner make a withdrawal 0f capital at any time, the Limited Partner’s Performance Allocation
Threshold shall be reduced t0 reflect such Withdrawal in proportion t0 the reduction in its Capital
Account.
“Performance Period” means, with respect to each Limited Partner, the period
commencing as of the date 0f admission 0f such Limited Partner to the Partnership (in the case of that
Limited Partner’s initial Performance Period) and thereafter each period commencing as of the day
following the day 0f the preceding Performance Period With respect to that Limited Partner, and
last
ending as 0f the close of business 0n the first to occur of the following after the relevant commencement
date: (i) the last day of a Fiscal Year 0r any Fiscal Period as determined by the Managing General
Partner; (ii) the withdrawal by that Limited Partner 0f its entire interest in the Partnership; (iii) the
admission as a substitute Limited Partner of a Person t0 whom the entire Partnership Interest 0f such
Limited Partner has been Transferred; or (iv) the final Distribution to that Limited Partner following the
dissolution 0f the Partnership.
“Periodic Subscription Date” means any date upon Which the Managing General
Partner, in its sole discretion, accepts subscriptions for Limited Partner Interests.
“Person” means any corporation, limited liability company, partnership, co-tenancy,

joint venture, trust, any other legal entity, 0r natural person whether or not a party t0 this Agreement.
“Positive Basis” has the meaning specified in Section 4.5gb).
“Positive Basis Partner” has the meaning specified in Section 4.51b 1.
“Prime Rate” means the rate of interest per annum stated from time t0 time in
The Wall Street Journal (or any successor publication thereto) as the base rate on corporate loans for at
least seventy-five percent (75%) of the thirty (30) largest banks in the United States.
“Register” has the meaning specified in Section 7.7.
“Related Fund” has the meaning specified in Section 6.7(a).
“Securities” means the following:0f any kind (including, without

(i) securities
limitation, “securities” as that termis defined in Section 2(a)(1) 0f the Securities Act of 1933, as
amended); (ii) commodities of any kind (as that term is defined by the U.S. Securities Laws and the rules
and regulations promulgated thereunder); (iii) any contracts for future or forward delivery of any
security, commodity 0r currency; (iv) any contracts based on any securities or group of securities,
commodities 0r currencies; (V) any options 0n any contracts referred t0 in clauses (iii) 0r (iv); or (Vi) any
D—1265304_8.DOC 6

evidences 0f indebtedness (including participations in or assignments 0f bank loans or trade credit
claims); Which items include, but are not limited to, capital stock, common stock, preferred stock,
convertible securities, reorganization certificates, subscriptions, warrants, rights, options, puts, calls,
bonds, mutual fund interests, debentures, notes, certificates of deposit, letters of credit, bankers
acceptances, trust receipts and other securities of any corporation 0r other entity, Whether readily
marketable or not, rights and options, Whether granted or written by the Partnership or by others, treasury
bills, bonds and notes, any securities or obligations issued 0r guaranteed by the United States 0r any
foreign country or any state or possession 0f the United States 0r any foreign country 0r any political
subdivision 0r agency 0r instrumentality 0f any of the foregoing, and derivatives 0f any of the foregoing.
“Separate Account” has the meaning specified in Section 3.3.
“Substitute Limited Partner” has the meaning specified in Section 8.2gb).
“Tax Account” has the meaning specified in Section 3.21 a1.
“Tax-exempt Limited Partner” means any Limited Partner that is exempt from income
taxation under Code Section 501(a).
“Treasury Regulations” means the Income Tax Regulations, including temporary

regulations, promulgated under the Code, as those regulations may be amended from time t0 time
(including corresponding provisions 0f succeeding regulations).
“Withdrawal” has the meaning specified in Section 8.51 a1.
“Withdrawal Date” has the meaning specified in Section 8.51 a1.
2.2. Other Definitions. A11 defined terms used in this Agreement that are not defined in this
Article 2 have the meanings given t0 them elsewhere in this Agreement.
ARTICLE 3
CAPITALIZATION
3. 1 . Capital Contributions.
(a) Initial Capital Contributions. The Capital Contribution by each Limited Partner
shall equal at least $1,000,000 (unless the Managing General Partner, in its sole discretion, agrees to a
lower amount that nevertheless shall not be The Managing General Partner, in
less than $50,000).
its sole discretion, may accept non-cash Capital Contributions. Each Limited Partner’s Capital
Contribution shall be payable in immediately available funds 0n or before any Periodic Subscription
Date, as determined by the Managing General Partner. A11 subscribers Who have been accepted by the
Managing General Partner shall be deemed admitted to the Partnership as Limited Partners at the time
they are reflected as such in the Register 0f the Partnership.
(b) Additional Capital Contributions. No Partner is obligated to make further

contributions t0 the capital 0f the Partnership other than as required by this Section 3. 1.
D—1265304_8.DOC 7

(a) Accounts. The Partnership shall establish for each Partner a tax capital account
for income tax accounting purposes (the “Tax Account”), and a capital account for partnership
accounting purposes (the “Capital Account”). The initial balance of the Capital Account and the Tax
Account for each Partner shall be the amount 0f the Partner’s initial Capital Contribution. Thereafter, the
accounts 0f each Partner shall be adjusted as provided in this Section 3.2 and Articles 4 and g.
(b) Tax Account. At the end of each Fiscal Year, the balance of the Tax Account of
each Partner at the beginning of that Fiscal Year shall be: (i) increased by (A) the sum of any additional
Capital Contributions by that Partner during that Fiscal Year, (B) the sum of the Partner’s allocable share
of Partnership taxable and tax-exempt income during that Fiscal Year, and (C) any amount credited to
such Partner pursuant t0 Section 6.9 during that Fiscal Year; and (ii) decreased by (A) the sum 0f any
cash and the adjusted tax basis of any other property distributed to the Partner during that Fiscal Year,
(B) the sum of the Partner’s allocable share of Partnership taxable losses during that Fiscal Year, (C) the
sum 0f the Partner’s allocable share of Partnership expenditures, that are not deductible by the
Partnership in computing its taxable income and not properly chargeable t0 the Partner’s Capital Account
during that Fiscal Year, and (D) any amount charged against such Partner pursuant t0 Section 6.9 during
that Fiscal Year.
(c) Capital Account. At the end of each Fiscal Period, the balance of the Capital
Account of each Partner at the beginning 0f that Fiscal Period shall be: (i) increased by (A) the sum of
any additional Capital Contributions by that Partner during that Fiscal Period, (B) the sum of the
Partner’s allocable share 0f Net Profits (if any) during that Fiscal Period, and (C) any amount credited to
such Partner pursuant to Section 6.9 during that Fiscal Period; and decreased by (A) the sum of cash
(ii)
and the fair market value 0f any other property distributed to the Partner during that Fiscal Period,
(B) the sum 0f the Partner’s allocable share 0f Net Losses (if any) during that Fiscal Period, and (C) any
amount charged against the Partner pursuant to Section 6.9 during that Fiscal Period. At the beginning 0f
each calendar month, the Capital Account 0f each Partner shall be debited with its share 0f the
Management Fee for such calendar month as determined pursuant to Article 11.
(d) Timing and Assignees. The Capital Account and Tax Account of each Partner
shall be determined after giving effect to all transactions that have occurred before the determination is
made giving rise to an allocation 0f income, gains, losses, or deductions, and after giving effect t0 all
prior Distributions. A Partner who acquires a Partnership Interest, or whose Partnership Interest is
increased, by a transfer to that Partner of all 0r part 0f the Partnership Interest 0f another Partner shall
have a Capital Account and Tax Account that includes that portion 0f the Capital Account balance
attributable to the acquired 0r transferred Partnership Interest. If the Partnership makes an election under
Code Section 754, then the Partner affectedby a special basis adjustment pursuant t0 Code Section 743
shall not receive Capital Account adjustment with respect t0 that basis adjustment.
(e) Single Capital Account and Tax Account. A single Capital Account and Tax
Account shall be maintained for each Partner, which Capital Account and Tax Account shall reflect all
allocations, Capital Contributions, Distributions 0r other adjustments required by this Section 3.2 0r
Articles 4 and§ with respect to the Partnership Interest owned by that Partner, regardless of Whether that
Partner owns more than one class 0f interests in the Partnership.
(f) No Obligations to Third Parties. No provision 0f this Agreement shall be

construed t0 create an obligation of a Partner t0 contribute additional capital to the Partnership for the
benefit 0f any third party.
D—1265304_8.DOC 8

Modification t0 Comply. The provisions of this Section 3.2 and other provisions
(g)
set forth in thisAgreement relating to the maintenance of a Capital Account and a Tax Account are
intended to comply With Treasury Regulations Section 1.704-1(b), and shall be interpreted and applied in
a manner consistent therewith. If the Managing General Partner determines that it is necessary 0r
prudent t0 modify or adjust the manner in which the Capital Account and Tax Account, or any debits 0r
credits to the Capital Account and Tax Account, are computed in order to comply with the Treasury
Regulations, the Managing General Partner shall make a modification or adjustment, so long as such
modification is not likely to have a material effect on the amounts distributable t0 any Partner pursuant to
Section 10.3 on the liquidation 0f the Partnership.
3.3. Separate Accounts. The Managing General Partner and any Partner may agree t0 treat
all 0r any portion 0f that Partner’s Partnership Interest as a separate Partnership Interest (each such
portion being a “Separate Account”) for purposes 0f computing the Performance Allocation,
Management Fee and Accounts and other items) attributable to
distributions (and accordingly Capital
each such Separate Account. In this regard, unless the Managing General Partner and a Limited Partner
that is a Feeder Fund determine otherwise, the Partnership will maintain a Separate Account that relates
to each separate partner in that Feeder Fund (each, a “Feeder Investor”) and each separate investment
made by that Feeder Investor in order to pass-through from the Feeder Fund t0 each 0f its Feeder
Investors the allocations, Management Fee and distributions associated with that Feeder Investor’s
indirect investment in the Partnership as if that Feeder Investor had made a direct investment in the
Partnership. Such Separate Accounts shall be maintained as determined necessary 0r advisable by the
Managing General Partner.
ARTICLE 4
4. 1 . Allocations.
(a) Subject to Section 4.1gb), at the end of each Fiscal Period, Net Profits 0r Net
Losses, as the case may be during that period, shall be allocated initially to the Partners in proportion t0
their Capital Accounts.
(b) Notwithstanding Section 4.1(a1, at the end 0f each Fiscal Period, after giving
effect to the allocations provided for in Section 4.11a), Net Profits initially allocated t0 a Limited Partner
in that Fiscal Period under Section 4.11a) shall be re-allocated to the Managing General Partner in an
amount equal to the Performance Allocation, if any, for that period.
4.2. Changes of Interest. To determine the Capital Account and Tax Account 0f, and
allocations to, Partners where Partnership Interests are issued, redeemed or transferred during a Fiscal
Year, the Partnership may use any equitable and consistent method allowable under the Code, as
reasonably determined by the Managing General Partner.
4.3. Determination 0f Net Asset Value. The Managing General Partner shall determine Net
Asset Value no less frequently than 0n the day 0f each calendar quarter. For purposes of determining
last
Net Asset Value, on a securities exchange shall be valued by the Managing

Securities that are listed
General Partner at their last sales prices on the principal securities exchange on Which they are traded 0n
the date 0f determination (or, if the date 0f determination is not a date upon Which that securities
exchange was open for trading, on the last prior date 0n Which that securities exchange was so open).
If n0 sales of these Securities occurred 0n the foregoing dates, the Securities shall be valued at the “bid”
price for long positions and the “asked” price for short positions on the principal securities exchange on
D—1265304_8.DOC 9

which they are traded on the date of determination (or, if the date of determination is not a date upon
which that securities exchange was open for trading, on the last prior date 0n Which it was so open).
Securities that are not listed shall be valued by the Managing General Partner at their representative
“bid” quotations if held long by the Partnership and representative “asked” quotations if held short by the
Partnership, unless the Securities are included in the NASDAQ National Market System or similar
organized over-the-counter trading system, in which case they shall be valued based upon their last sales
prices as reported 0n such reporting system (if these prices are available). A11 other assets for Which
market quotations are not readily available shall be valued at fair market value as determined in good
faith by the Managing General Partner; provided, however, no value shall be placed on the name,
goodwill or processes of the Partnership, which shall belong exclusively to the Managing General
Partner. Additionally, the value of any Partnership asset shall be subject to any reserve amount accrued
or charged against such asset pursuant to Section 6.9. Any assets or liabilities initially expressed in terms
of currencies other than U.S. dollars will be translated into U.S. dollars at spot conversion rates as quoted
on the day 0f such translation or, if n0 such rate is quoted 0n such date, at the previously quoted
exchange rate or at such other appropriate rate as may be determined by the Managing General Partner.
If the Managing General Partner determines that the valuation 0f any asset does not fairly represent
market value, the Managing General Partner shall value that asset in a manner that it reasonably chooses
and will set forth the basis of that valuation in writing in the records of the Partnership. The foregoing
valuation methods may be changed by the Managing General Partner if it determines in good faith that
such change is advisable to better reflect market conditions or activities.
4.4. Liabilities. Liabilities shall be determined in accordance With generally accepted

accounting principles, applied 0n a consistent basis; provided, however, the Managing General Partner
in its discretion may provide reserves for estimated accrued expenses, liabilities and contingencies.
4.5. Tax Allocations.
(a) For each Fiscal Year, subject to Section 4.5gb), items 0f income, gain, loss,
deduction 0r credit (including items of income or gain that are not subject to federal income taxation and
items that are not deductible for federal income tax purposes and not properly chargeable to Capital
Accounts) shall be allocated solely for income tax purposes among the Partners in any equitable and
consistent manner, as reasonably determined by the Managing General Partner, that reflects amounts
credited or debited to each Partner’s Capital Account for the current and prior Fiscal Years and shall be
reflected in the Partners’ Tax Accounts accordingly. These allocations shall be made pursuant to the
general principles of Code Sections 704(b) and 704(c) and in accordance with any temporary or final
regulations adopted thereunder.
(b) If the Partnership realizes income 0r gains for federal income tax purposes for
any Fiscal Year during 0r as of the end 0f which one 0r more Positive Basis Partners withdraw from the
Partnership, the Managing General Partner shall (unless it determines that allocations should be made in
some other manner) allocate these items for tax purposes as follows: (i) first, among the Positive Basis
Partners, in proportion to the respective Positive Basis (as hereinafter defined) of each Positive Basis
Partner, until either the full amount 0f such items shall have been allocated or the Positive Basis 0f each
Positive Basis Partner shall have been eliminated, and (ii) then, t0 the other Partners in accordance with
Section 4.5(a). As used herein, (i) the term “Positive Basis” means, With respect to any Partner and as of
any time 0f calculation, the amount by Which the Partner’s Capital Account as of that time exceeds the
Partner’s Tax Account as 0f that time; and (ii) the term “Positive Basis Partner” means any Partner who
withdraws from the Partnership and who has Positive Basis as of the effective date 0f the Partner’s
Withdrawal, but the Partner shall cease t0 be a Positive Basis Partner at the time the Partner shall have
received allocations pursuant to this Section 4.5ng equal to the Partner’s Positive Basis as 0f the
effective date 0f the Partner’s Withdrawal.
D—1265304_8.DOC 10

(c) Different items 0f taxable income (and loss) of the Partnership shall be allocated
to Partners in the same ratio in which such taxable income (0r loss) is allocated under Sections 4.51 a) and
4.51m.
(d) Notwithstanding anything to the contrary contained herein, no allocation of Net

Losses shall be made pursuant t0 this Section 4.5 to any Partner t0 the extent that such allocation would
cause or increase a deficit balance in that Partner’s Capital Account as of the end 0f the Fiscal Period t0
which the allocation relates. Solely for purposes of this Section 4.5(d) and Section 4.5(e), the balance of
a Partner’s Capital Account shall be reduced by the amounts described in Treasury Regulations Sections
1.704-1(b)(2)(ii)(d)(4), (5) and (6). The amount 0f any Net Losses that, but for this Section 4.51d),
would otherwise be allocated to a Partner shall instead first be allocated and charged to the Capital
Account of those Partners having a positive balance in their respective Capital Accounts in proportion t0
such positive balances and, after all such positive balances are reduced t0 zero, shall be allocated to the
General Partners.
(e) Notwithstanding anything to the contrary contained herein, any Partner

who unexpectedly receives an allocation or distribution described in Treasury Regulations
Sections 1.704-1(b)(2)(ii)(d)(4), (5) or (6) that creates or increases a deficit balance in the Partner’s
Capital Account shall be allocated items of gross income and gain for Capital Account purposes in an
amount and manner sufficient to eliminate, t0 the extent required by the Treasury Regulations, the deficit
balance as quickly as possible. Any amounts allocated pursuant t0 this Section 4.516) for any Fiscal
Period shall be excluded from Net Profits or Net Losses for the Fiscal Period.
(f) Notwithstanding anything to the contrary contained herein, but subject to

Sections 4.51d1 and 4.516), if any allocations are made pursuant to Sections 4.5 d or 4.516), subsequent
allocations 0f items of gross income, gain, deduction 0r loss pursuant t0 this Section 4.5 shall be made
so that the netamount 0f any items allocated to each Partner shall, to the extent possible, be equal t0 the
net amount that would have been allocated to each Partner if allocations pursuant to Sections 4.5 d 0r
4.516) had not been made. Any amounts of gross income, gain, loss or deduction allocated pursuant to
this Section 4.5m for any Fiscal Period shall be excluded from Net Profits or Net Losses for the Fiscal
Period.
(g) To the extent, if any, that expenses to be borne by the General Partners are
deemed to constitute items of Partnership loss, expense 0r deduction rather than items of loss, expense or
deduction 0f the General Partners, the payment of such expenses by the General Partners shall be deemed
a Capital Contribution and such items shall be allocated one hundred percent (100%) t0 the General
Partners.
(h) The foregoing provisions and the other provisions of this Agreement relating
to the maintenance of Capital Accounts are intended to comply with Treasury Regulations
Section 1.704-1(b) and shall be interpreted and applied in a manner consistent with those Treasury
Regulations.
4.6. Determinations bV Managing General Partner. A11 matters concerning the valuation 0f
Securitiesand other assets 0f the Partnership, the determination of the Net Asset Value, the allocation 0f
profits, gains and losses among the Partners, including taxes thereon, and accounting procedures not
expressly provided for by the terms of this Agreement shall be determined in good faith by the Managing
General Partner, which determination, absent bad faith or manifest error, shall be final and conclusive as
to all Partners.
D—1265304_8.DOC 1 1

4.7. Limitation on Distributions. Except as provided in Sections 4.8 and
Partner shall be entitled to receive Distributions, withdraw any amount from that Partner’s Capital
fl or Article 8, no
Account 0r Withdraw from the Partnership.
4.8. Distributions. Subject to Section 4.9 and Article 8, the Managing General Partner shall
be entitled t0 determine the timing, amount and type 0f Distributions t0 be made by the Partnership t0 the
Partners.
4.9. Withholding. Notwithstanding any provision of this Agreement t0 the contrary, the
Partnership is authorized to withhold and pay over to the Internal Revenue Service 0r any other taxing
authority, pursuant t0 Code Sections 1441, 1442, 1445 0r 1446, 0r any successor provisions 0r
comparable provisions 0f other applicable tax laws, at the times required by those sections 0r provisions,
the amounts the Partnership is required t0 withhold under those sections 0r provisions as determined
by
the Managing General Each Partner shall furnish the Managing General Partner with such
Partner.
information, forms and certifications as the Managing General Partner may require and as are necessary
to comply with the regulations governing the obligations of withholding tax agents, as well as such
information, forms and certifications as are necessary with respect to any withholding taxes imposed by
countries other than the United States and represents and warrants that the information and forms
furnished by the Partner shall be true and accurate in all respects. Each Partner hereby indemnifies the
Partnership and the Managing General Partner for the Partner’s allocable share of any applicable
withholding tax 0f any type whatsoever (including any liability for penalties, additions to tax or interest)
attributable t0 such Partner’s share 0f the income of the Partnership or attributable t0 distributions to
such Partner. For purposes 0f Agreement, any amount of taxes Withheld and paid over by the
this
Partnership with respect t0 a Partner’s distributive share of the Partnership’s gross income shall be
treated as a cash distribution t0 the Partner and shall be charged as of the date of distribution against the
Capital Account and Tax Account of the Partner.
ARTICLE 5
LIMITED PARTNERS
5.1. General. In addition t0 the rights of a limited partner under the Act, each Limited
Partner shall have the additional rights given t0 that Limited Partner as a Limited Partner in this
Agreement, to the extent permitted by the Act. Except as expressly provided in this Agreement, no
Limited Partner shall have the right 0r power to participate in the management or affairs of the
Partnership, nor shall any Limited Partner have the power to sign for or bind the Partnership.
5.2. Limitation on Liability. No Limited Partner shall have any personal liability whatsoever,
whether to the Partnership, the Managing General Partner 0r any creditor of the Partnership, for the
debts, expenses, liabilities, or obligations of the Partnership unless that Limited Partner otherwise agrees
to that liability. Notwithstanding the ability 0f any Limited Partner t0 consult with the Managing General
Partner regarding the business of the Partnership, as permitted by the Act, and to act as provided in this
Agreement, each Limited Partner shall at all times retain the status, and freedom from liability, 0f a
limited partner under the Act. However, if, notwithstanding the terms 0f this Agreement, it is determined
under applicable law that any Partner has received a Distribution that is required to be returned t0 0r for
the account 0f the Partnership 0r Partnership creditors, then the obligation under applicable law 0f any
Partner to return all 0r any part 0f a Distribution made to that Partner shall be the obligation 0f that
Partner and not 0f any other Partner. Any amount so returned by a Partner shall be treated as a Capital
Contribution.
D—1265304_8.DOC 12

5.3. Outside Activities. A Limited Partner shall be entitled to and may have business
interests and engage in activities in addition to those relating t0 the Partnership, including business
interests, investments and activities in direct competition with the Partnership. Neither the Partnership,
any other Partner nor any other Person shall have any rights by Virtue of this Agreement in any such
business ventures or investments of any Limited Partner.
5.4. Admission of New Partners. New Partners may, with the consent of the Managing
General Partner and without the approval of any Limited Partner, be admitted t0 the Partnership as
Limited Partners at the end 0f any Fiscal Period on terms determined by the Managing General Partner so
long as the number of Partners does not exceed ninety-nine (99); provided, however, each Limited
total
Partner shall be required t0 make a Capital Contribution of at least $1,000,000 (0r such lesser amount as
permitted by the Managing General Partner, in its sole discretion). Each new Partner shall be required t0
execute an agreement pursuant t0 which that Partner becomes bound by the terms of this Agreement.
Admission of a new Partner shall not be a cause for dissolution of the Partnership.
5.5. Withdrawal Death Other. The Withdrawal, death, disability, incapacity, incompetency,
termination, insolvency, dissolution or Bankruptcy of a Partner (other than a Managing General Partner)
shall not dissolve the Partnership. The legal representatives 0f a Partner shall succeed as Assignee to the
Partner’s interest in the Partnership upon the death, disability, incapacity, incompetency, termination,
insolvency, dissolution or Bankruptcy of a Partner, but shall not be admitted as a Substitute Limited
Partner without the consent of the Managing General Partner. In the event 0f death, disability,
incapacity, incompetency, termination, insolvency, dissolution 0r Bankruptcy of a Partner 0r the giving
of notice of Withdrawal by a Partner, the interest 0f the Partner shall continue at the risk of the
Partnership’s business until the effective date 0f the Partner’s complete Withdrawal 0r the earlier
termination of the Partnership. If the Partnership is continued after the date of Withdrawal, the Partner 0r
its legal representatives shall be paid the balance of its Capital Account in accordance with Section 8.5.
ARTICLE 6
MANAGEMENT
6.1. Rights.
(a) In General. Subject to the rights and limitations expressed in this Agreement,
the management 0f the Partnership shall be vested exclusively in the Managing General Partner. In the
event that there is no Managing General Partner, the remaining General Partner shall become the
Managing General Partner. The Managing General Partner shall have the sole and exclusive right to
conduct, control and manage the business 0f the Partnership, subj ect to the right of the Managing General
Partner to delegate as it sees fit such managerial rights and obligations, and to d0 any and all acts on
behalf of the Partnership, except as otherwise provided in this Agreement.
(b) Specific Powers. Without limiting the foregoing general powers and duties, the
Managing General Partner is hereby authorized and empowered on behalf and in the name of the
Partnership, 0r on its own behalf and in its own name, 0r through agents, directly or indirectly, as may be
appropriate, subject t0 the limitations contained elsewhere in this Agreement, to:
(i) Formulate investment policies and strategies for the Partnership, and
select and approve the investment of the Partnership’s funds in Securities;
D—1265304_8.DOC 13

(ii) Acquire, hold, sell, transfer, exchange, pledge and dispose of Securities,
and exercise all rights, powers, privileges and other incidents of ownership 0r possession With respect t0
Securities, including, without limitation, the voting of Securities;
(iii) Purchase and sell Securities outright 0r financed, by way of short sales,
puts, calls, options, straddles and sales against the box, 0n margin or otherwise, however speculative;
(iv) Acquire a long position 0r a short position With respect to the Securities
and make purchases 0r sales increasing, decreasing or liquidating such positions 0r changing from a long
position t0 a short position 0r from a short position t0 a long position, Without any limitation as to the
frequency of the changes in the nature of such positions;
(V) Open, maintain and close accounts, including margin and custodial
accounts, with brokers, dealers, banks, currency dealers, and others;
(Vi) Hire, for usual and customary payments and expenses, consultants,
brokers, attorneys, accountants and such other agents and employees for the Partnership as it may deem
necessary 0r advisable, and authorize any such agent 0r employee t0 act for and on behalf 0f the
Partnership;
(Vii) Enter into, execute, maintain and/or terminate contracts, undertakings,

agreements and any and all other documents and instruments in the name of the Partnership, and d0 0r
perform all such things as may be necessary or advisable in furtherance of the Partnership’s powers,
objects 0r purposes 0r t0 the conduct 0f the Partnership’s activities;
(viii) Make, in its sole discretion, any and all elections for federal, state, local
and foreign tax matters, including (A) an election t0 be treated as a partnership under Code Section 7701
and the Treasury Regulations promulgated thereunder and (B) any election to adjust the tax basis 0f
Partnership property pursuant to Code Sections 734(b), 743(b) and 754 0r comparable provisions of state,
local 0r foreign law;
(ix) Collect all income derived by the Partnership and pay all Partnership
Expenses;
(x) Negotiate the terms and conditions of and execute all agreements,
arrangements, documents and instruments necessary 0r helpful in conducting the business 0f the
Partnership, including contracts with third parties;
(xi) Exercise all rights granted to the Partnership under any agreements to
which the Partnership is a party; and
(xii) Carry out all things otherwise ordinary, necessary and incidental to the
carrying out of the purposes of the Partnership.
(c) Borrowings. The Managing General Partner may borrow money 0r otherwise
incur indebtedness on behalf of the Partnership; provided, however, any borrowings from any General
Partner shall be 0n terms at least as favorable to the Partnership as those available from unaffiliated third
parties.
(d) Delegation of Duties. The Managing General Partner may perform its
obligations hereunder by itself or through others, including without limitation through delegation of any
D—1265304_8.DOC 14

of the Managing General Partner’s obligations hereunder to any other General Partner or an Affiliate 0f
the Managing General Partner.
6.2. Standard 0f Care. The Managing General Partner shall manage and control the
Partnership and its business and affairs in accordance with the standards of the industry, and shall use
reasonable, good faith efforts to carry out the business 0f the Partnership. The Managing General Partner
shall devote itself to the business of the Partnership to the extent required to carry out the business of the
Partnership, but the Managing General Partner is not precluded from being involved in other businesses
or activities, including those related t0 Related Funds. The Managing General Partner shall perform its
duties under this Agreement with ordinary prudence and in a manner characteristic 0f a businessman in
similar circumstances.
6.3. Agreements With Affiliates. The Managing General Partner may execute 0n behalf 0f
the Partnership contracts or agreements with Affiliates of the Managing General Partner so long as the
contracts or agreements are on a fair market, arm’s—length and competitive basis.
6.4. Limitation on Liability.
(a) The General Partners shall be subject to all of the liabilities of a general partner
in a partnership; provided, however, to the fullest extent permitted by law, neither the General Partners,
their Affiliates, nor their respective partners, members, officers, directors, managers, employees 0r agents
shall be liable t0 the Partnership 0r t0 any Limited Partner for (i) any act or omission taken or suffered by
the General Partners in connection with the conduct of the affairs of the Partnership that is reasonably
believed by a General Partner to be in 0r not opposed to the best interests of the Partnership, unless such
act or omission resulted from fraud, bad faith, willful misconduct or gross negligence by a General
Partner and except that nothing herein shall constitute a waiver or limitation of any rights that a Partner
or the Partnership may have under applicable securities laws or other laws and that may not be waived;
(ii) any action 0r omission taken 0r suffered by any other Partner; 0r (iii) any mistake, negligence,
dishonesty 0r bad faith 0f any broker or other agent of the Partnership selected and monitored by a
General Partner with reasonable care. T0 the extent that, at law 0r in equity, a General Partner has duties
(including fiduciary duties) and liabilities relating thereto to the Partnership 0r t0 another Partner, a
General Partner acting under this Agreement shall not be liable t0 the Partnership or to any such other
Partner for good faith reliance 0n the provisions of this Agreement. To the extent that the provisions
its
of this Agreement expand or restrict the duties and liabilities of a General Partner otherwise existing at
law 0r in equity, such provisions shall modify to that extent such other duties and liabilities of a General
Partner.
(b) The General Partners shall be liable for the debts and obligations of the
Partnership t0 the full extent of its assets, but shall, as among the Partners, be entitled to require the prior
exhaustion of the Partnership’s assets and shall be entitled to the benefits 0f the indemnities provided in
Sections 4.9 and 6i.
(c) The General Partners shall not have any personal liability to the Partnership 0r
any Limited Partner by reason of any change in federal, income tax laws, or in
state or local 0r foreign
interpretations thereof, as they apply to the Partnership or the Limited Partners, Whether such change
occurs through legislative, judicial or administrative action.
D—1265304_8.DOC 15

(d) The General Partners may consult with legal counsel and accountants selected by
it and any act or omission suffered or taken by it 0n behalf of the Partnership 0r in furtherance of the
interests of the Partnership in good faith in reliance upon and in accordance With the advice 0f such
counsel 0r accountants shall be full justification forany such act 0r omission, and a General Partner shall
be fully protected in so acting 0r omitting to act, provided such counsel 0r accountants was selected with
reasonable care.
6.5. Indemnification.
(a) To the fullest extent permitted by law, the Partnership shall indemnify and save
harmless each of the General Partners, Affiliates of the General Partners (excluding any Related Fund),
and members, officers, employees, directors, managers, owners and agents
their respective partners,
“Indemnified Parties”) from and against any and all claims, liabilities, damages, losses,
(collectively, the
costs and expenses (including amounts paid in satisfaction 0f judgments, in compromises and
settlements, as fines and penalties and legal 0r other costs and reasonable expenses 0f investigating 0r
defending against any claim 0r alleged claim) of any nature whatsoever, known 0r unknown, liquidated
or unliquidated, that are incurred by any Indemnified Party and arise out 0f 0r in connection With the
affairs of the Partnership, including acting as a director of a company any securities of which the
Partnership owns 0r has owned (but only after first taking up the indemnification With such company and
then only to the extent that full indemnification is not provided by such company) 0r the performance by
such Indemnified Party of any 0f the General Partners’ responsibilities hereunder; provided, however, an
Indemnified Party shall be entitled t0 indemnification hereunder only t0 the extent that such Indemnified
Party acted in good faith and in a manner such Indemnified Party reasonably believed t0 be in 0r not
opposed t0 the best interests of the Partnership and, With respect to any criminal action or proceeding,
had n0 reasonable cause to believe his 0r its conduct was unlawful, and such Indemnified Party’s conduct
did not constitute fraud, bad faith, willful misconduct, gross negligence, reckless disregard 0f fiduciary
duty or willful and material breach of this Agreement; provided, further, nothing herein shall constitute a
waiver or limitation of any rights that a Partner 0r the Partnership may have under applicable securities
laws 0r other laws that may not be waived. The termination of any proceeding by settlement, judgment,
order, conviction, or upon a plea 0f nolo contendere or its equivalent, shall not, of itself, create a
presumption that an Indemnified Party did not act in good faith and in a manner that such Indemnified
Party reasonably believed t0 be in 0r not opposed t0 the best interests 0f the Partnership 0r that such
Indemnified Party’s conduct constituted fraud, bad faith, willful misconduct, gross negligence, reckless
disregard 0f fiduciary duty, willful and material breach of this Agreement or a Violation of applicable
securities or other laws. The satisfaction of any indemnification and any saving harmless pursuant t0 this
Section 6.51 a1 shall be from and limited t0 the Partnership’s assets, and except as provided in Section 5.2,
no Partner shall have any personal liability 0n account thereof beyond the amount of their unreturned
(b) Expenses reasonably incurred by an Indemnified Party in defense 0r settlement

of any claim that may be subject t0 a right of indemnification hereunder may be advanced by the
Partnership prior to the final disposition thereof upon receipt of an undertaking by or on behalf of the
Indemnified Patty t0 repay such amount t0 the extent that it shall be determined ultimately that such
Indemnified Party is not entitled t0 be indemnified hereunder. The right of any Indemnified Party to the
indemnification provided herein shall be cumulative of, and in addition t0, any and all rights t0 Which
such Indemnified Party may otherwise be entitled by contract or as a matter 0f law or equity and shall
extend t0 such Indemnified Party’s successors, assigns and legal representatives.
(c) Any Person entitled to indemnification from the Partnership hereunder shall first
seek recovery under any other indemnity or any insurance policies by which such Person is indemnified
or covered, as the case may be, but only t0 the extent that the indemnitor with respect t0 such indemnity
D—1265304_8.DOC 16

defined in and subject to Section 4975 of the Code, and (c) any entity deemed for any purpose of ERISA or
Section 4975 of the Code to hold assets of any such “employee benefit plan” or “plan” due to investments
made in such entity by benefit plan investors. Prospective investors subject to ERISA and tax exempt U.S.
investors should invest, if at all, through Offshore Fund II.
Subscriptions
To subscribe for a Limited Partner Interest, each prospective investor is required to complete and
execute subscription documents in the form delivered to such person by the General Partner as Appendix IV
hereto (the “Subscription Documents”). The execution and delivery of the Subscription Documents by a
prospective investor constitutes a binding and irrevocable offer to purchase the Limited Partner Interest and
make the Capital Contribution as set forth therein and an agreement to hold such offer open until it is either
accepted or rejected by Fund II. Each prospective investor is required to contribute the full amount of its
Capital Contribution by fed wire transfer of immediately available funds to the account of Fund II no later
than one day prior to the applicable closing date.
Only the General Partner may accept Capital Contributions, and the General Partner has the sole
discretion to refuse to accept any Capital Contribution (or any portion thereof) for any reason. The General
Partner is entitled to rely (without investigation) on the accuracy of the representations and warranties of each
prospective investor. A prospective investor that cannot or would prefer not to make such representations or
warranties, or to accept the consequences of making such representations and warranties, should not invest in
Fund II. Fund II, the General Partner, the Manager and their respective affiliates may require additional
evidence that a prospective investor meets the eligibility requirements of Fund II at any time prior to
acceptance of a prospective investor’s Capital Contribution. Prospective investors are not obligated to supply
any information so requested, but the General Partner may reject a Capital Contribution from a prospective
investor if such investor or any other person fails to supply such information with respect to such investor.
Each prospective investor generally is required to appoint the General Partner, the Manager, their agents,
delegates or assigns as its true and lawful attorney-in-fact with such powers and authority as stated in the
Partnership Agreement and the Subscription Documents.
Acceptance by the General Partner of a Limited Partner’s subscription constitutes an agreement by

the Limited Partner to be bound by the terms of the Subscription Documents and the Partnership Agreement.
Upon the General Partner’s acceptance of a Limited Partner’s initial Capital Contribution, the General Partner
will execute the acceptance page to the Subscription Agreement and will enroll such Limited Partner as a
limited partner in the books and records of Fund II. A prospective investor should not assume that its Capital
Contribution has been accepted until it has been enrolled as a limited partner in the books and records of Fund
II. If a Capital Contribution is not accepted, in whole or in part, then the Capital Contribution, or part thereof,
as applicable, will be returned to the prospective investor without interest.
The satisfaction of the foregoing eligibility requirements does not necessarily mean that an
investment in Fund II is a “suitable” investment for a prospective investor. Each prospective investor should
consult with his, her or its own independent financial, legal and tax advisors to determine whether or not an
investment in Fund II is a suitable investment. None of the General Partner, the Manager or any of their
affiliates or agents is making any recommendation regarding an investment in Fund II. The eligibility
information contained herein is qualified in its entirety by the information set forth in the Subscription
Documents.

RISK FACTORS
An investment in Fund II involves a substantial degree of risk and is intended and appropriate only
for Limited Partners whose sophistication and financial resources are sufficient to enable them to evaluate
such an investment and to assume such risks, including the risk of complete loss of their investment.
In evaluating whether to invest in Fund II, prospective investors should carefully consider the following risk
factors, among others. Limited Partners are urged to consult with their own financial, legal, and tax advisors
before making any decision regarding an investment in Fund II. The various risks discussed below are not
the only risks associated with an investment in Fund II.
The statements set forth below and elsewhere in this Memorandum regarding the future activity of
Fund II and opportunities in the markets are forward-looking statements. The matters discussed in such
statements may be affected by a number of events, including general market and economic conditions and the
other factors described in this Memorandum. See “Cautionary Note Regarding Forward-Looking
Statements.” The risks set forth herein with respect to Fund II are generally also applicable to Master Fund
II. Except as the context otherwise requires, any reference to “Fund II” also includes Master Fund II.
General Risks
General Economic and Market Conditions. The success of Fund II’s activities will be affected by
general economic and market conditions, such as changes in interest rates, availability of credit, inflation
rates, economic uncertainty, changes in laws (including laws relating to taxation of Fund II’s investments),
trade barriers, oil and natural gas prices, currency exchange controls, and national and international political
circumstances (including wars, terrorist acts or security operations). These factors may affect the level and
volatility of securities prices and the liquidity of Fund II’s investments. Volatility and/or illiquidity could
impair Fund II’s profitability or result in losses. Fund II could incur material losses even if the Manager
reacts quickly to difficult market conditions, and there can be no assurance that Fund II will not suffer
material losses and other adverse effects from broad and rapid changes in market conditions in the future.
Limited Partners should realize that markets for the financial instruments in which Fund II invests can
correlate strongly with each other at times or in ways that are difficult for the Manager to predict. Even a
well-analyzed approach may not protect Fund II from significant losses under certain market conditions.
Current Market Conditions and Governmental Actions. Beginning in late 2007 and continuing
through most of 2009, world financial markets experienced extraordinary market conditions, including among
other things, extreme losses and volatility in securities markets and the failure of credit markets to function
properly. In reaction to these events, regulators in the U.S. and several other countries undertook
unprecedented regulatory actions. In the U.S., the SEC issued an emergency order to temporarily ban short-
selling of any publicly traded securities of certain financial firms and required institutional investment
managers, including hedge fund managers, to make daily disclosure on a weekly basis of short positions on
publicly traded equity securities. On or about the same time, several other jurisdictions (e.g., United
Kingdom, Australia and Ireland) enacted emergency regulations, imposing similar regulations to those
enacted by the SEC.
The U.S. Government and securities regulators in other jurisdictions continue to implement and
consider measures to regulate the economy and reform the financial markets. On July 21, 2010, President
Obama signed into law the Dodd-Frank Wall Street Reform and Consumer Protection Act (the “Dodd-Frank
Act”), which represents the most significant overhaul of the regulations governing the financial services
industry and markets since the Great Depression. The Dodd-Frank Act among other things, will (a)
significantly increase the regulation of and the requirements applicable to private fund managers (including
new recordkeeping and reporting requirements), (b) prohibit certain banking entities from acquiring or
retaining any equity ownership interest in, or sponsoring, any hedge fund or private equity fund (subject to

certain exceptions), and (c) significantly increase regulation of over-the-counter derivatives and the
derivatives markets. As a result of the foregoing and certain other provisions in the Dodd-Frank Act, the
Manager, Fund II and their respective businesses may face additional costs and may be adversely affected by
such regulations in the future.
However, despite the Dodd-Frank Act and other recent regulatory and legislative efforts, global
financial markets remain volatile. While economic conditions have shown improvement recently, the
economic recovery has been slow and there is no guarantee that economic conditions will continue to improve
in the future. Moreover, it is uncertain whether recent regulatory and legislative actions will be able to
stabilize the financial markets and the economy. The Dodd-Frank Act and other significant new regulations
could limit Fund II’s activities and investment opportunities or change the functioning of financial markets,
and there is the possibility of a worldwide economic downturn in the future. Consequently, the Manager may
not be capable of, or successful at, preserving the value of Fund II’s assets, generating positive investment
returns or effectively managing risks.
Potential for Fraud. Recent discoveries of fraud in the banking and financial services industry
highlight the seriousness of the issue. The scope and long-term nature of such frauds is a testament to how
difficult fraud is to detect and prevent. While the General Partner and the Manager have instituted policies
and procedures to avoid falling victim to fraud, there can be no assurance Fund II will be able to prevent all
types of fraud by parties with whom Fund II does business.
Terrorist Attacks and War. Terrorist activities, anti-terrorist efforts and other armed conflicts
involving the United States or its interests abroad may adversely affect the United States, its financial markets
and global economies and could prevent the General Partner, the Manager and Fund II from meeting their
respective investment objectives and other obligations. The potential for future terrorist attacks, the national
and international response to terrorist attacks, and other acts of war or hostility have created many economic
and political uncertainties, that may adversely affect the United States and world financial markets and Fund
II for the short or long-term in ways that cannot presently be predicted.
Investment and Portfolio Risks
Investment Risks in General. Fund II’s investments, by their nature, involve a high degree of
financial risk. In making investments, the Manager utilizes highly speculative investment techniques,
including extremely high leverage, highly concentrated portfolios, junior securities positions, control
positions and illiquid investments. In addition, some of Fund II’s assets are invested in derivative
instruments. Such investments expose Fund II’s assets to the risks of material financial loss, which may in
turn adversely affect the financial results of Fund II. Furthermore, Fund II’s investments are focused on the
energy, natural resources and energy-dependent industries. A significant change in these industries will have
a material impact on the value and performance of Fund II.
companies in which Fund II invests are highly dependent upon the prices of, and demand for, oil and natural
gas. Oil and natural gas prices can fluctuate widely on a month-to-month basis in response to a variety of
factors that are beyond the control of Fund II, the Manager and the General Partner. Factors that contribute to
price fluctuation include, without limitation: political conditions in major oil and natural gas producing
regions; worldwide economic conditions; weather conditions; the supply and price of domestic and foreign
natural gas or oil; the level of consumer demand; the price and availability of alternative fuels; the proximity
to, and capacity of, transportation facilities; the effect of worldwide energy conservation measures;
technological advances affecting energy consumption; and the nature and extent of governmental regulation
and taxation. Any significant change in oil and natural gas prices could have a material impact on the value
and performance of Fund II.

Futures Contracts; Margin Risks. Fund II currently invests a portion of its assets in commodities
futures contracts, options on futures contracts and in other products that may be traded on commodities
exchanges regulated by the CFTC or international exchanges or in the over-the-counter markets. Futures
prices generally are extremely volatile. Because of the low margin deposits normally required in futures
trading, an extremely high degree of leverage is common in a futures trading account. As a result, a relatively
small price movement in a futures contract may result in substantial losses. Similar to other leveraged
investments, any purchase or sale of a futures contract may result in losses in excess of the amount invested.
In addition, futures trading may be illiquid and frequently involves high transaction costs.
which Fund II invests are dependent upon the success of their drilling programs. Oil and natural gas drilling
involves numerous risks, including the risk that no commercially productive oil or natural gas reservoirs will
be encountered. The timing and cost of drilling, completing and operating wells is often uncertain, and
drilling operations may be curtailed, delayed or canceled as a result of a variety of factors, including
unexpected drilling conditions, pressure or irregularities in formations, equipment failures or accidents,
adverse weather conditions, compliance with governmental requirements and shortages or delays in the
availability of drilling rigs and the delivery of equipment. Oil and natural gas drilling remains a speculative
activity notwithstanding the use of 3-D seismic data. Even when fully utilized and properly interpreted, 3-D
seismic data and other advanced technologies only assist geoscientists in identifying subsurface structures and
do not enable the interpreter to know whether hydrocarbons are in fact present in such structures. In addition,
the use of 3-D seismic data and other advanced technologies requires greater pre-drilling expenditures than
traditional drilling strategies and companies could incur losses as a result of such expenditures. Furthermore,
completion of a well does not assure a profit on the investment or a recovery of any portion of drilling,
completion or operating costs. Varying drilling success rates could have a material adverse effect on the value
of Fund II.
certain companies in which Fund II invests, which could have a material adverse effect on their business,
financial condition and results of operations. The demand for, and wage rates of, qualified rig crews in the
drilling industry tend to fluctuate in response to the number of active drilling rigs in service. The number of
qualified rig crews available in the drilling industry has recently risen, but shortages of qualified rig crews
have in the past occurred in the industry during times of increasing demand for drilling services. The oil and
natural gas industry may in the future experience variances in the availability of qualified personnel to operate
drilling rigs, which could affect certain companies’ drilling operations and, in turn, affect their business,
financial condition and results of operations. Such variances could have a material adverse effect on the value
of Fund II.
Fund II invests to increased operating costs and potential liability.

lost.
Concentration. The Manager currently allocates approximately ninety percent (90%) of Fund II’s
assets in equity securities (or related financial instruments) of companies engaged in the energy and natural
resources industries and approximately ten percent (10%) of Fund II’s assets in various energy-related
commodity futures contracts. Since commodity futures contracts are typically traded on “margin” (meaning
that a small amount of capital can be used to invest in contracts of much greater value), the ten percent (10%)
allocation referred to above represents only the portion of Fund II’s assets allocated to pay the initial margin
deposits required to establish a position. Fund II may lose more than its initial margin deposit on a trade and,
consequently, more than ten percent (10%) of its assets are subject to risk of loss due to investments in
commodity-related futures contracts. See “Risk Factors—Futures Contracts; Margin Risks.”
Although the Manager generally diversifies the investments of Fund II within such market sectors,
there is a likelihood that individual investments may represent up to approximately five percent (5%) of Fund
II’s total assets. If such an investment performs poorly, this concentration could cause a proportionately
greater loss than if a larger number of investments were made, and if such proportionately greater loss occurs,
it may adversely impact the overall return on investment realized by Fund II and, ultimately, the Limited
Partners.
Illiquid Investments. Under certain market conditions, such as during volatile markets or when
trading in an instrument or market is otherwise impaired, the liquidity of Fund II’s portfolio positions may be
reduced. In addition, Fund II may from time to time hold large positions with respect to a specific type of
instrument, which may reduce Fund II’s liquidity. During such times, Fund II may be unable to dispose of
certain assets, which would adversely affect Fund II’s ability to rebalance its portfolio or to meet withdrawal
requests. In addition, such circumstances may force Fund II to dispose of assets at reduced prices, thereby
adversely affecting Fund II’s performance. If there are other market participants seeking to dispose of similar
assets at the same time, Fund II may be unable to sell such assets or prevent losses relating to such assets.
Furthermore, if Fund II incurs substantial trading losses, the need for liquidity could rise sharply while its
access to liquidity could be impaired. In conjunction with a market downturn, Fund II’s counterparties could
incur losses of their own, thereby weakening their financial condition and increasing Fund II’s credit risk to
them. Many non-U.S. financial markets are not as developed or as efficient as those in the U.S., and as a
result, liquidity may be reduced for Fund II’s investments.
Fund II also invests in securities that are subject to legal or other restrictions on transfer and Fund II
may be prohibited from disposing of such investments for a specified period of time. Investments in energy-
related commodities futures contracts generally are less liquid than investments in publicly traded securities.
Commodities investments by Fund II are typically made on the NYMEX or in the over-the-counter markets.
Accordingly, any premature sales or dispositions of these investments also may adversely affect the
investment results of Fund II.
Use of Leverage. Fund II and the certain of the companies in which Fund II invests may have
significant leverage. The use of leverage, which exposes the borrower to changes in price at a ratio higher
than 1:1 in reference to the amount invested, magnifies both the favorable and the unfavorable effects of price
movement in investments. The leveraged capital structures of Fund II and companies in which it makes
investments increases exposure to adverse economic factors such as rising interest rates, downturns in the
economy and/or deterioration in the condition of the company or its industry. Such increased exposure to
structures had not been used by Fund II or the companies in which Fund II invests.

order to make delivery to the buyer. Fund II generally is required to pay a brokerage commission that
increases the cost to Fund II of selling such securities. The proceeds of the short sale plus additional cash or
securities must be deposited as collateral with the lender of the securities to the extent necessary to meet
margin requirements. The amount of the required deposit is adjusted periodically to reflect any change in the
market price of the securities that Fund II is required to return to the lender. Fund II generally is entitled to
receive payments from the lender with respect to the short sale proceeds and additional cash on deposit with
the lender at negotiated interest rates. Fund II is obligated to return securities equivalent to those borrowed at
any time on demand of the lender of the securities borrower by purchasing them at the market price at the
time of replacement. Until the securities are replaced, Fund II is required to pay to the lender amounts equal
to any dividends or interest that accrue during the period of the loan of the securities. An increase in the value
of any security that is the subject of short selling by Fund II may, as a result of the foregoing, have a material
adverse effect on the assets of Fund II, and therefore the return on investment of Fund II.
Index Contracts. Fund II also may invest in customized instruments to seek to hedge against the risk
of changes in the level of prices of broad market averages or indices, as well as narrower indices or baskets of
securities, foreign currencies or commodity prices. These hedging strategies may be executed by the Manager
through the use of exchange-traded equity index options or futures contracts or options thereon, standardized
or individually negotiated over-the-counter contracts or other forms of derivative contracts (collectively,
“index contracts”) structured by investment banking institutions.

relevant contracts.
Risks Related to Fund II and Limited Partner Interests
No Guarantee of Future Returns. Fund II conducted its initial closing on February 1, 2005. Certain
Summary Financial Information for Fund II will be provided to prospective investors separately from this
Memorandum and is for informational purposes only. Prospective investors in Fund II should understand that
the past performance of Fund II or any of the Manager’s other clients cannot and should not be relied upon by
such investor as any indication of the future performance or success of Fund II. Accordingly, none of Fund
II, the General Partner or the Manager makes any express or implied representation or guarantee of such
future returns. Fund II’s investment program should be evaluated on the basis that there can be no assurance
that the Manager’s assessment of the short-term or long-term prospects of investments will prove accurate or
that Fund II will achieve its investment objective.
Master-Feeder Structure. Fund II invests through a “master-feeder” structure. The master-feeder

fund structure – in particular the existence of multiple feeder funds investing in the same master fund –
presents certain unique risks to investors. Smaller feeder funds investing in a master fund may be materially
affected by the actions of larger feeder funds investing in such master fund. For example, if a larger feeder
fund withdraws from Master Fund II, the remaining feeder funds, including Fund II, may experience higher
pro rata operating expenses, thereby producing lower returns. Master Fund II’s portfolio may become less
diverse due to liquidations of positions needed to fund a withdrawal by a larger feeder fund, resulting in
increased portfolio risk. Master Fund II is a single entity and creditors of Master Fund II may enforce claims
against all assets of Master Fund II. In addition, to the extent Fund II’s assets are invested in Master Fund II,
certain conflicts of interest in determining whether to hold or dispose of an asset may exist due to different tax
considerations applicable to Fund II and Offshore Fund II.
While the Manager does not consider tax issues applicable to any particular Limited Partner, it
generally takes into account the tax positions of Fund II and Offshore Fund II. However, the use of a
“master-feeder” structure may create a conflict of interest in that different tax considerations for Fund II and
Offshore Fund II may cause or result in Master Fund II’s structuring or disposing of an investment in a
manner or at a time that is more advantageous (or disadvantageous) for tax purposes to one feeder fund or its
investors.
Illiquidity of Limited Partner Interests. An investment in Fund II provides limited liquidity since
Limited Partner Interests are not freely transferable and, generally, a Limited Partner’s right to withdraw
amounts from its capital account is limited in accordance with the terms of the Partnership Agreement. In
general, Limited Partners may not request withdrawals of amounts from their capital accounts until they have
held their Limited Partnership Interests for at least six (6) months. In addition, withdrawals may be subject to
the Withdrawal Gate. See “Summary of Principal Terms—Withdrawals.” An investment in Fund II is
appropriate only for sophisticated Limited Partners who do not require immediate liquidity for their
investment.

Distributions in Kind. Fund II may make distributions in respect of withdrawals in-kind with assets
of Fund II. These distributions may be illiquid, and there is no assurance that the Limited Partners will be
able to dispose of such investments or that the value of such investments as determined by Fund II for the
purpose of calculating distributions ultimately will be realized.
Conflicts of Interest. Various actual and potential conflicts of interest exist (and may exist) among
the General Partner, the Manager, the Manager’s other clients, and their respective agents, principals and
affiliates, including actual and potential conflicts of interest related to fees, portfolio composition and
valuation, expense allocation, selection of counterparties and best execution, treatment of other Limited
Partners, limitation of liability, indemnification, allocation of investment opportunities among various clients
of the Manager and outside business activities and personal trading. During Fund II’s term, many different
types of conflicts of interest may arise and this Memorandum does not purport to identify all such conflicts.
Limited Partners ultimately are heavily dependent upon the good faith of the General Partner, the Manager,
their principals and each of their affiliates. See “Conflicts of Interest.”
Liability for Return of Certain Distributions. Under Delaware law, Limited Partners generally do
not incur personal liability for the liabilities and obligations of Fund II in excess of their respective unfulfilled
obligations to make Capital Contributions. However, in the event that Fund II is unable otherwise to meet its
obligations, the Limited Partners may be required to repay to Fund II or to pay to creditors of Fund II
distributions previously received by them to the extent such distributions are deemed to have been wrongfully
paid to them. In addition, the Limited Partners may be required to repay to Fund II any amounts distributed
that are required to be withheld by Fund II for tax purposes.
Fund II Not Registered. Fund II is not currently registered under the Investment Company Act. The
Investment Company Act provides certain protections to investors that are not applicable to the Limited
Partners as investors in Fund II and imposes certain restrictions on registered investment companies, none of
which are applicable to Fund II.
Lack of Management Control by the Limited Partners. All decisions with respect to the
management, control or operation of Fund II are made exclusively by the General Partner. Pursuant to an
Investment Management Agreement, the Manager has authorization to source, select, determine investments
in and monitor investments by Fund II. Such limited management control by the Limited Partners may cause
the overall return on investment realized by the Limited Partners to be less than if the Limited Partners had
greater management control over Fund II.
Matters Affecting Key Personnel. The success and profitability of Fund II is dependent upon the
abilities and retention of the principals of the Manager and certain other management persons of the Manager
who are involved in making investment decisions with respect to Fund II. See “Management—General
Partner.” In addition, if Mr. Pickens ceases to be involved, directly or indirectly, in the Manager, the business
of Fund II may be adversely affected. The Manager’s success on behalf of Fund II also depends on its ability
to attract and retain other key employees. Any deterioration in the Manager’s net income or prospects, which
could be expected to follow from investment losses and a reduction in assets under management, will make it
more difficult to retain key personnel (including partners and employees) and could have a material adverse
effect on Fund II.
In 1988, Mesa Limited Partnership (“Mesa LP”), a partnership of which Mr. Boone Pickens, one of
Fund II’s principals, was the general partner, was involved in a contest for control of Homestake Mining
Company (“Homestake”). In February 1988, Mesa LP issued a press release announcing its intention to
acquire Homestake. The Securities and Exchange Commission (“SEC”) alleged that Mesa LP and Mr.
Pickens violated Sections 17(a)(2) and 17(a)(3) of the Securities Act of 1933, as amended, in connection with
the press release and Mesa LP’s subsequent sale of Homestake stock. Mesa LP and Mr. Pickens settled the

matter by consenting, without admitting or denying the allegations, to the entry of an injunction enjoining
them from future violations of Section 17(a)(2) and 17(a)(3). If the SEC were to find Mr. Pickens in violation
of these sections in the future, it could seriously impair Mr. Pickens’ ability to participate as a principal or
otherwise in the management of Fund II. Mr. Pickens’ absence could result in a material adverse effect on the
financial condition and operations of Fund II.
Limitation of Liability and Indemnification. Certain exculpation and indemnification provisions are
contained in the Fund Agreements and other applicable documents. As a result of these provisions, the
General Partner, the Manager and their respective affiliates and personnel generally will not be liable to Fund
II or Master Fund II for any act or omission (including without limitation trading errors and similar human
errors), absent bad faith, willful misconduct or gross negligence, and Fund II and Master Fund II generally
will be required to indemnify such persons against any losses they may incur by reason of any act or omission
related to Fund II or Master Fund II, absent bad faith, willful misconduct or gross negligence. These are
important provisions that could materially affect a Limited Partner’s rights in Fund II. Limited
Partners having any questions or concerns about these provisions should seek advice from qualified
counsel.
Definitive Terms and Conditions. Portions of this Memorandum describe specific terms and
conditions set forth in the Fund Agreements and various other documents or agreements. The actual terms
and conditions set forth in such documents or agreements may vary materially from those described in this
Memorandum for a variety of reasons, including but not limited to formal amendments to the Fund
Agreements. Moreover, the Fund Agreements contain highly detailed terms and conditions, many of which
are not described fully or at all in this Memorandum.
In all cases, the terms and conditions set forth in the Fund Agreements supersede the information
contained in this Memorandum. In the event of a conflict between this Memorandum and the Fund
Agreements, the terms and conditions in the Fund Agreements shall control. Investors are urged to carefully
review the Partnership Agreement, and should note that, pursuant to the rules governing amendments set forth
therein, certain amendments to the Partnership Agreement may be adopted without the consent or approval of
any Limited Partner.
Tax Risks
Taxation as a Partnership. Fund II qualifies as a partnership for U.S. federal income tax purposes,
although Fund II has not obtained a ruling from the Internal Revenue Service (the “Service”) regarding such
qualification. There can be no assurance that Fund II so qualifies. If Fund II were to be treated as a
corporation subject to U.S. taxation on its income rather than as a partnership for U.S. federal income tax
purposes, Fund II’s income and gains would be subject to taxation at corporate tax rates (which currently
range up to thirty-five percent (35%)), and Limited Partners generally would be subject to taxation on actual
distributions from Fund II. See “Taxation.”
Limitations on Use of Losses. Non-corporate and certain other investors considering investing in
Fund II should be aware that certain investments of Fund II may cause certain losses generated by such
investments to be subject to the “at risk” and “passive loss” rules under the Code. Application of these rules
(and certain other potentially applicable rules) may limit the ability of certain Limited Partners to recognize
currently their allocable shares of losses attributable to Fund II.
THE FOREGOING RISK FACTORS DO NOT PURPORT TO BE A COMPLETE

EXPLANATION OF ALL OF THE RISKS ASSOCIATED WITH FUND II OR AN INVESTMENT IN
THE LIMITED PARTNER INTERESTS. PROSPECTIVE INVESTORS SHOULD READ THE FUND
AGREEMENTS AND THIS MEMORANDUM AND ITS APPENDICES IN THEIR ENTIRETY

BEFORE DETERMINING WHETHER TO SUBSCRIBE FOR LIMITED PARTNER INTERESTS.
PROSPECTIVE INVESTORS ARE ALSO URGED TO CONSULT WITH THEIR OWN LEGAL AND
TAX ADVISERS BEFORE SUBSCRIBING FOR LIMITED PARTNER INTERESTS. IN ADDITION,
AS FUND II’S INVESTMENT PROGRAM DEVELOPS AND CHANGES OVER TIME, AN
INVESTMENT IN FUND II MAY BE SUBJECT TO ADDITIONAL AND DIFFERENT RISK
FACTORS.

BUSINESS
General
Fund II invests substantially all of its assets in a limited partnership interest in BP Capital Energy
Equity Fund Master II, L.P., a Cayman Islands exempted limited partnership (“Master Fund II”).
Accordingly, an investment in Fund II is an indirect investment in Master Fund II and, except as the context
otherwise requires, any reference to the term “Fund II” also includes Master Fund II.
Fund II’s principal objective is to achieve capital appreciation through investments, indirectly through
Master Fund II, in securities of public companies in energy and energy-dependent industries, as well as crude
oil and natural gas futures and options, and other financial instruments. Fund II intends to achieve its
objective through a strategy that employs diversification and managed market exposure through both long and
short equity investments and limited capital allocated to energy futures contracts. Fund II currently allocates
approximately ninety percent (90%) of Fund II’s assets to the equity markets in stocks of companies engaged
in the energy, natural resources and energy-dependent industries and approximately ten percent (10%) of
Fund II’s assets to energy-related commodity futures contracts. Since energy-related commodity futures
contracts are typically traded on margin, this ten percent (10%) allocation of Fund II’s assets represents only
the initial amount of margin required to be deposited with broker(s) in order for Fund II to establish such
positions. Fund II may lose more than its initial margin deposit on any particular commodity trade. The
Manager uses leverage in connection with its equity investments and takes advantage of the inherent leverage
(as a result of margin) in its futures positions. The use of leverage, while providing the opportunity for a
higher return in investment, also increases the volatility of such investments and the risk of loss. See “Risk
Factors—Use of Leverage” and “Risk Factors—Futures Contracts; Margin Risks.”
Investment Strategy
believes this experience allows for informed decisions on certain key factors that affect the values of energy-
related equity securities and futures contracts. These factors include:
Oil and Natural Gas Prices. The Manager believes equity and commodity values in the energy
sector are principally driven by current and expected prices for oil and natural gas, and energy prices also
affect the share prices of companies that use oil and natural gas as inputs for operations. The principals of the
Manager have extensive experience analyzing oil and natural gas fundamentals and trading energy futures
contracts. In formulating a view of future oil and natural gas prices, the Manager considers the effects of oil
and natural gas inventories, productive capacity, the policies of OPEC, global political conditions, the demand
for energy, weather and general economic conditions. The Manager’s oil and natural gas price forecasts are
key components to the investment strategy of Fund II.
Energy Industry Fundamentals. The Manager believes energy exploration process is an important
driver of values for various downstream energy sectors. In assessing industry conditions, the Manager
considers the viability of oil and gas prospects in various producing basins, the state of exploration,
development, completion and production technology, the potential commercial value of non-producing
reserves, existing reservoir decline rates and the effect of industry investment rates and drilling activity on the
energy markets. The Manager’s analysis of energy industry fundamentals is a key input to the investment
strategy of Fund II.
The Manager, from time to time, uses outside advisors for matters relating to economic forecasting,
currency markets and international affairs, among other things.

Investment Process
Fund II’s investment process predominately relies on a top-down approach by considering

fundamental aspects of supply and demand for energy, as well as general oil and gas industry conditions.
Fund II targets industry sectors as either long positions or short positions and establishes futures positions
based on internally developed themes. Fund II chooses individual stocks within sectors using a bottom-up
approach based on valuation and anticipated sensitivity to the aforementioned sector themes.
In the case of energy futures, the Manager makes investment decisions using various resources,
including internal discussions that focus on (i) supply trends, principally through production, new exploration
activity and import data gathered from a variety of public and private sources, (ii) demand conditions, also
based on a variety of sources, (iii) weather forecasts and (iv) geopolitical considerations. Fund II also may
supplement its internal discussions with input from consultants with relevant expertise in one or more of the
aforementioned areas.
Fund II evaluates equity sectors in light of the aforementioned energy market analyses but with a
special emphasis on industry conditions and sector valuations. Fund II’s investment approach to valuing and
investing in individual equities considers, among other items, the following factors: (i) sustainability of
investment interest, (ii) business fundamentals, (iii) quality of management, (iv) geopolitical risks, and
(v) other factors, including compatible positions, asset quality, growth projections, dividend policy, interest
rate risk, foreign exchange risk and liquidity risk. Fund II gathers this information from public filings,
discussions with management, internal experience and third party sources.
Risk Management
Fund II uses several risk measurement and risk management tools in monitoring and handling its
investment positions. Market risk is generally measured by the Manager by using various statistical methods,
including (i) gross exposure, or total equity investments divided by Fund II’s net asset value; and (ii) net
exposure, or total long equity positions less short positions. The Manager considers gross exposure to be a
measure of leverage and net exposure to be a measure of stock market exposure. The Manager currently
limits Fund II’s net exposure to 70%, either long or short, and gross exposure to a range from 100% to 200%.
The Manager currently limits Fund II’s initial equity positions to no more than five percent (5%) of Fund II’s
total equity portfolio and the vast majority of Fund II’s equity investments are in liquid common stocks.
The Manager also uses a quantitative approach to the measurement of futures investment risk. This
approach considers historical price movements and the historical relationships between spot prices and
various futures and options. The Manager then determines what portion of Fund II’s capital, allocated to
futures, to expose to energy futures.
The Manager monitors and re-assesses equity and futures positions on a daily basis. The Manager
expects that, from time to time, if the portfolio is incurring mark to market losses, it may be appropriate to
reduce or neutralize positions to avoid further losses. The final decision as to implementation and the
THE INVESTMENT STRATEGIES AND PROCESSES OUTLINED ABOVE REPRESENT THE

MANAGER’S CURRENT INTENTIONS. DEPENDING UPON CONDITIONS AND TRENDS IN THE
SECURITIES AND COMMODITIES MARKETS AND THE ECONOMY IN GENERAL, THE
MANAGER MAY PURSUE OTHER INVESTMENT STRATEGIES AND EMPLOY VARIOUS OTHER
INVESTMENT TECHNIQUES OR PROCESSES THAT IT CONSIDERS APPROPRIATE AND IN THE
BEST INTEREST OF FUND II WHETHER OR NOT SPECIFICALLY OUTLINED OR DESCRIBED
HEREIN. THE FOREGOING DISCUSSION INCLUDES AND IS BASED UPON NUMEROUS

ASSUMPTIONS AND OPINIONS OF THE MANAGER CONCERNING WORLD FINANICAL AND
COMMODITY MARKETS AND OTHER MARKETS, THE ACCURRACY OF WHICH CANNOT BE
ASSURED. AN INVESTMENT IN FUND II INVOLVES A SIGNIFICANT DEGREE OF RISK.
THERE CAN BE NO ASSURANCE THAT FUND II’S INVESTMENT STRATEGY WILL ACHIEVE
PROFITABLE RESULTS. SEE “RISK FACTORS.”

MANAGEMENT
General Partner
The general partner of Fund II and managing general partner of Master Fund II is BP Capital
Management, L.P., a Delaware limited partnership (the “General Partner”). Pursuant to the Fund Agreements,
the General Partner has the sole and exclusive right to conduct, control and manage the business of Fund II
and Master Fund II, subject to its right to delegate certain of its managerial rights and obligations to other
persons. As described below, the General Partner has delegated discretionary investment management power
and authority over the assets and liabilities of Fund II and Master Fund II to the Manager. Additional
authority may be delegated by the General Partner to the Manager and other agents, except as otherwise
prohibited by law or the Fund Agreements, and any reference herein to the authority or discretion of the
General Partner includes any authority or discretion delegated to or exercised by any agents. Notwithstanding
the foregoing, overall responsibility for management and control of Fund II and Master Fund II will remain
the responsibility of the General Partner. The general partner of the General Partner is the Manager.
Manager
Pursuant to an investment management agreement, TBP Investments Management LLC, a Delaware

limited liability company (the “Manager”), serves as investment manager to Fund II and Master Fund II and is
responsible for all investment decisions made with respect to Fund II and Master Fund II, subject to the
overall control and oversight of the General Partner. Accordingly, the Manager is primarily responsible for
the implementation and execution of Fund II’s and Master Fund II’s investment program. The Manager is
also the general partner of the General Partner. The Manager is owned by Messrs. Pickens, Stillwell, and
Bassett.
adviser under the Advisers Act. While the Manager is registered with the CFTC as both a Commodity Pool
Operator and Commodity Trading Advisor, and is a member of the National Futures Association (“NFA”),
the Manager is exempt from certain disclosure and reporting requirements otherwise applicable to registered
CPOs and CTAs under CFTC Rule 4.7. CFTC Rule 4.7 provides CPOs and CTAs relief, subject to
compliance with certain requirements of the rule, from: (i) the requirement to deliver, maintain, and file with
the NFA the disclosure document specified in CFTC Rule 4.21 (CPO) and 4.31 (CTA), (ii) the requirement
that performance information comply with CFTC Rule 4.25 (CPO) and 4.35 (CTA), and (iii) certain of the
reporting and recordkeeping requirements under CFTC Rule 4.22 (CPO) and 4.33 (CTA). See “Certain
Regulatory Matters.”
Administrative General Partner
The administrative general partner of Master Fund II is BP Capital International Management, Inc., a
Cayman Islands exempted company (the “Administrative GP”). The Administrative GP also serves as general
partner of Offshore Fund II.
The Principals
The individuals listed below manage the operations of the Manager on a day-to-day basis and are
(except with respect to Mr. Pickens) primarily responsible for all equity investment decisions made with
respect to the Manager and Fund II. As a practical matter, the principals listed below take a collaborative
approach to the management of the Manager on behalf of Fund II through daily investment committee
meetings.

T. Boone Pickens, year of birth—1928
Mr. Pickens was the founder and chief executive officer of Mesa Petroleum Co. (“Mesa”) and is the
founder of the Manager and BP Capital L.P., an affiliate of the Manager (“BP Capital”).
discoveries, both domestically and internationally. Under his leadership, Mesa produced more than three
trillion cubic feet of natural gas and 150 million barrels of oil equivalent and drilled more than 5,000 wells
with a success rate of seventy-five percent (75%).
Mr. Pickens is active in the management of the Manager and BP Capital. Specifically, Mr. Pickens is
principally responsible for the formulation of energy futures investment strategies on behalf of the Manager
and BP Capital. Mr. Pickens frequently utilizes his wealth of experience in the oil and gas industry in the
evaluation of energy sector themes.
Mr. Pickens is an active and vocal proponent of a new national energy plan designed to reduce U.S.
dependence on foreign oil. Elements of that plan, dubbed “The Pickens Plan,” are expected to be debated in
the next session of Congress. Mr. Pickens has aggressively promoted this plan in paid and earned media
venues, and has contributed substantial resources to its marketing, both in financial resources and personal
time.
Robert L. Stillwell, year of birth—1937
Mr. Stillwell is a retired partner of Baker Botts L.L.P. and is a principal of the Manager and the
General Partner. Mr. Stillwell joined Mr. Pickens as an original director of Mesa in 1964 and continued
received his Juris Doctor from the University of Texas. Mr. Stillwell participates in the discussion of
investment strategy. Mr. Stillwell oversees the outside legal advisors for the Manager, BP Capital and Fund
II and also serves as Chief Compliance Officer with respect to the Manager and BP Capital.
Ronald D. Bassett, year of birth—1958
General Partner and the Manager. Mr. Bassett has held numerous positions of responsibility, including
controller, chief accounting officer and chief financial officer of several subsidiaries of Mesa and ventures or
businesses owned or controlled by Mr. Pickens. Mr. Bassett is active in the management of the Manager and
BP Capital. Mr. Bassett is also registered with the CFTC as a commodity pool operator and commodity
trading adviser, but is not acting in such capacities with respect to Fund II.

significant investment gains from investments in both equities and energy futures.
Certain financial information of Fund II will be provided separately to prospective investors.

However, past performance of Fund II or the other clients of the Manager is not necessarily indicative of
future performance of Fund II.
Other Private Investment Funds
Commodity Funds
In 1997, BP Capital formed BP Capital Energy Fund, L.P. (“Commodity Fund I”) for the purpose of
investing in energy futures contracts.
On January 29, 2009, BP Capital formed BP Capital Energy Fund II, L.P. (“Commodity Fund II”).
Commodity Fund II pursues the same general investment strategy as Commodity Fund I. Commodity Fund I
and Commodity Fund II are collectively referred to herein as the “Commodity Funds.”
Equity Funds
In August of 2001, following the success of Commodity Fund I, various members of Commodity
Fund I’s management team formed the Manager and together launched BP Capital Energy Equity Fund, L.P.
(“Fund I”), and subsequently in January 2004, an offshore fund, BP Capital Energy Equity Fund International
I, L.P. (“Offshore Fund I” and, together with Fund I, the “Original Funds”). The Original Funds currently
operate using a substantially similar investment strategy as Fund II.
Fund I’s investment strategy and approach is to use a top-down approach to making investments by
considering fundamental aspects of the supply and demand for energy as well as general oil and gas industry
conditions. As part of this process, Fund I identifies industry sectors either as long or short positions based on
internally-developed themes. Fund I also selects individual stocks within sectors using a bottom-up approach
based on valuation and anticipated sensitivity to the aforementioned sector themes. Energy futures
investments are made based on fundamental supply and demand trends and other “macro” variables. Offshore
Fund I is significantly smaller than Fund I, but generally utilizes the same investment approach as Fund I.
Fund II was launched on February 1, 2005 and utilizes a similar investment approach as Fund I.
Offshore Fund II also was launched on February 1, 2005, and follows substantially the same investment
program as Fund II. The Original Funds, Fund II and Offshore Fund II are collectively referred to herein as
the “Equity Funds.” The Manager currently serves as investment manager with respect to each of the Equity
Funds.
Certain Summary Financial Information for Fund II will be provided to prospective investors
separately from this Memorandum. Past performance of Fund II or any other client of the Manager or its
affiliates is not a reliable indicator of future performance of Fund II. See “Risk Factors.”
Prime Brokers, Custody and Handling of Funds
Custody of substantially all of Fund II’s assets is maintained by prime brokers, financial institutions
and other qualified custodians selected by the General Partner or the Manager in its sole discretion. The

custodian or custodians may be changed at any time and from time to time by the General Partner without the
consent of the Limited Partners or Fund II. Currently, Fund II’s prime brokers are BNP Paribas Prime
Brokerage, Inc. (“BNP Paribas”) and UBS Prime Brokerage Services LLC (“UBS”, and together with BNP
Paribas, the “Prime Brokers”).
Fund II also maintains custodial bank accounts at Plains Capital Bank, N.A., which temporarily holds
custody of subscriptions until such funds are transferred to the Prime Brokers.
Brokerage; Execution of Trades
Fund II’s securities and commodities transactions, indirectly through Master Fund II, generate a
substantial amount of brokerage commissions and other compensation, including clearing fees and charges,
all of which Fund II, not the Manager or the General Partner, is obligated to pay. The Manager has complete
discretion in deciding what brokers and dealers Fund II uses and in negotiating the rates of brokerage
commissions and other compensation Fund II pays. In addition to using brokers as agents and paying
commissions, Fund II may also buy and sell securities or commodities (including commodities futures
contracts) directly from or to dealers acting as principal at prices that include markups or markdowns, and
may buy securities or commodities (including commodities futures contracts) from underwriters or dealers in
public offerings at prices that include compensation to the underwriters and dealers.
In selecting brokers to execute portfolio transactions, the Manager considers such factors as price, the
ability of the brokers to execute the transaction, the brokers’ facilities, reliability and financial responsibility
and the provision of, or payment for (or the rebate to Fund II for payment of), the costs of property, products
or services that are of benefit to Fund II, the Manager and related funds and accounts. The Manager may also
consider referrals of investors to Fund II by a broker or dealer in selecting brokers to execute portfolio
transactions. The Manager need not solicit competitive bids and does not have an obligation to seek the
lowest available price or commissions and other costs. Accordingly, if the Manager determines in good faith
that the amount of commissions and other compensation, including clearing fees and charges, charged by a
broker is reasonable in relation to the value of the brokerage and property, products or services, including
prime broker services, provided by such broker, Fund II may pay commissions and other compensation to
such broker in an amount greater than the amount another broker might charge.
Property, products or services provided to the Manager by its prime brokers may include research
reports on particular industries and companies, economic surveys and analyses, recommendations as to
specific securities or commodities and other products or services (e.g., quotation equipment and computer
related costs and expenses) and research consultant services, providing lawful and appropriate assistance to
the Manager in the performance of its investment decision-making responsibilities.
Such brokerage commissions and other compensation may also be paid to brokers who execute or
clear transactions for the account of Fund II and who supply or pay for (or rebate a portion of the brokerage
commissions and other compensation paid to the broker to Fund II for payment of) the cost of property,
products or services utilized by the Manager and related funds and accounts. Such property, products and
services may include, without limitation: custodial services; the cost of attending research conferences and
seminars; newswire services, news and quotation equipment and services; publications; statistical and pricing
services and data processing charges; telephones, including all related charges, lines and equipment, telephone
switching equipment, telephone wiring, high speed data and voice transmission lines, multi-media and video
conferencing, related infrastructure and equipment, replacement parts and installation, maintenance contracts,
maintenance and technical support charges and services, and relocation charges regarding all of the foregoing;
computer hardware (including circuit lines and other supportive hardware and with respect to home offices)
and software (including computer programs and with respect to home offices), cabling and wiring, back-up
services, disaster recovery and related charges, related infrastructure and equipment, replacement parts and

installation, maintenance contracts, maintenance and technical support charges and services, relocation
charges regarding all of the foregoing; internet service providers; order and trade management software, back-
up services, disaster recovery and related charges, and relocation charges regarding all of the foregoing;
portfolio management software, including back-up services, disaster recovery and related charges,
maintenance contracts, maintenance and technical support charges and services, and relocation charges
regarding the foregoing; trading turret equipment, back-up services, disaster recovery and related charges,
related infrastructure, replacement parts and installation, maintenance contracts, maintenance and technical
support charges and services, and relocation charges regarding all of the foregoing; wireless and hand-held
personal digital assistants; office rent, including security deposits and letters of credit; provision of office
space at no, or below market, cost; research-related travel expenses, including, without limitation, airfare,
hotels and taxis and automobile rentals; legal and accounting fees and the like; office equipment and
replacement parts (including, without limitation, photocopying, facsimile machines and toner cartridges); and
prime brokerage services.
All such property, products and services obtained with “soft dollars” generated by Fund II may be
used by the Manager to service accounts other than Fund II. “Soft dollar” payments or rebates of amounts
paid to brokers and dealers may arise from over-the-counter principal transactions, as well as exchange traded
agency transactions. Although “soft dollar” credits and usage by the Manager may vary from time to time,
the Manager currently does not receive any such property, products or services.
Section 28(e) of the Securities Exchange Act of 1934, as amended, permits the use of “soft dollars”
in certain circumstances, provided that Fund II does not pay a rate of commissions in excess of what is
competitively available from comparable brokerage firms for comparable services, taking into account various
factors, including commission rates, financial responsibility and strength and the ability of the broker to
efficiently execute transactions. Generally, only the use of commissions or “soft dollars” to pay for research
products and services falls within the “safe harbor” created by Section 28(e). Section 28(e) does not provide a
“safe harbor,” among other things, with respect to transactions effected on a principal basis, or transactions
effected in futures, currencies or certain derivative instruments. Commission dollars and other compensation,

Net Asset Valuations
The Net Asset Value of Fund II is calculated by the General Partner or the Manager as of the close of
business on the last business day of each calendar month, or on such other day determined by the General
Partner (each, a “Valuation Date”), using United States generally accepted accounting principals as a basis.
To the extent feasible, liabilities are accrued as of each Valuation Date.
All portfolio positions of Fund II are valued by the General Partner or the Manager, from which the
General Partner or its delegate calculates the Net Asset Value of Fund II and each Limited Partner’s capital
account. The Net Asset Value of Fund II and each Limited Partner’s capital account is disseminated by the
General Partner or its delegate. Fund II’s investments generally are valued by the General Partner or the
Manager as follows:
(i) The market value of each security listed or traded on any recognized U.S. securities
exchange is the last reported sale price at the relevant Valuation Date on the composite tape
or on the principal exchange on which such security is traded. If no such sale of such
security was reported on that date, the market value is the last reported bid price (in the case
of securities held long), or last reported ask price (in the case of securities sold short). The
market value of any security not listed is determined in like manner by reference to the last
reported bid price (in the case of securities held long), or last reported ask price (in the case
of securities sold short). The market value of any security traded on an organized over-the-
counter trading system is determined by reference to the last reported sales price (if these
prices are available).
(ii) Dividends declared but not yet received, and rights in respect of securities which are quoted
ex-dividend or ex-rights, are recorded at the fair value thereof, as determined by the General
Partner, which may (but need not) be the value so determined on the day such securities are
first quoted ex-dividend or ex-rights.
(iii) Listed options, or over-the-counter options for which representative brokers’ quotations are
available, are valued in the same manner as listed or over-the-counter securities. Premiums
for the sale of such options written by Fund II are included in the assets of Fund II, and the
market value of such options are included as a liability.
(iv) The market value of each future instrument listed or traded on New York Mercantile
Exchange (“NYMEX”) is the last reported settlement price at the relevant valuation date on
NYMEX. If no such sale of such future instrument was reported on that date, the market
value is the last reported bid price (in the case of securities held long), or last reported ask
price (in the case of securities sold short) on NYMEX.
(v) Over-the-counter ISDA derivative instruments for which representative brokers’ quotations
are available are valued in the same manner as listed above for over-the-counter securities or
NYMEX traded futures.
(vi) Over-the-counter commodity option contracts for which market quotations are not readily
available are valued at fair value as determined in good faith by the General Partner. In
determining this value, the General Partner takes into consideration any statement of fair
value provided to the General Partner by the applicable counterparty to such contract.
(vii) Cash accounts are valued at the cash balance in such account as of the close of business on
the last business day prior to the date of such valuation.

(viii) All other assets for which market quotations are not readily available are valued at fair value
as determined in good faith by the General Partner.
the event that the General Partner determines that market prices or quotations do not fairly represent the value
of particular assets) is determined by or pursuant to the direction of the General Partner. In these
circumstances, the General Partner attempts to use consistent and fair valuation criteria and may (but is not
required to) obtain independent appraisals at the expense of Fund II. In certain cases, the General Partner
may obtain two to three independent counterparty quotations for non-listed securities and value those assets at
the midpoint of the three prices. The General Partner’s net asset valuations generally are conclusive and
binding on all Partners. Except as otherwise determined by or at the direction of the General Partner,
investment and trading transactions are accounted for on the trade date. Accounts are maintained in U.S.
dollars and except as otherwise determined by or at the direction of the General Partner: (i) assets and
liabilities denominated in currencies other than U.S. dollars are translated at the rates of exchange in effect at
the close of the fiscal period (and exchange adjustments are recorded in the results of operations); and (ii)
investment and trading transactions and income and expenses are translated at the rates of exchange in effect
at the time of each transaction. The value of each security and each other asset of Fund II determined by the
General Partner is conclusive and binding on all of the Partners and all parties claiming through or under
them.

CONFLICTS OF INTEREST
General
Various actual and potential conflicts of interest exist among the General Partner, the Manager, their
affiliates and the Manager’s other clients (i.e., other investment funds), including (but not limited to) those
described below. The General Partner and the Manager generally attempt to handle these and other conflicts
of interest in a manner that they deem to be fair, equitable and reasonable under the circumstances, but there
can be no assurance that they will be successful in this attempt, and the result in any particular case may be
materially disadvantageous to Fund II or the Limited Partners relative to other interests. In any event,
prospective investors should be aware of the conflicting interests and incentives faced by the General Partner,
the Manager, their affiliates and their personnel and the possibility that such interests and incentives could
affect behavior, consciously or unconsciously.
The Manager has adopted and implemented a compliance manual and Code of Ethics, which sets
forth standards of business conduct for its employees. The Code of Ethics is designed primarily to educate
employees about the Manager’s philosophy regarding ethics and professionalism, emphasize the Manager’s
fiduciary duties to Fund II, the Manager’s other clients, encourage employees to comply with applicable laws,
prevent the misuse of insider information and other forms of market abuse and address conflicts of interest
that arise from personal trading by employees. A copy of the Code of Ethics is available to Limited Partners
upon request.
Fees
The Manager faces actual and potential conflicts of interest in achieving Fund II’s investment
objectives. Management fees, which are payable without regard to Fund II’s and Master Fund II’s
performance, could motivate the Manager, due to its affiliation with the General Partner, to gather more assets
than it can manage effectively, thereby diluting returns to Limited Partners. The Performance Allocation
allocated to BP Capital SLP, L.P., a Delaware limited partnership and affiliate of the General Partner and the
Manager (the “Special Limited Partner”), which is paid following a return of capital to Limited Partners,
could motivate the Manager, due to its affiliation with the Special Limited Partner, to make investment
decisions that are riskier or more speculative than would be the case if such arrangements were not in effect.
Individual employees of the Manager or its affiliates who are compensated to some extent based upon trading
profits for which they are responsible face the same potential conflict. In addition, because the Performance
Allocation is calculated on a basis that includes unrealized appreciation in Fund II’s portfolio, it may be
greater than if such allocations were based solely on realized gains.
Valuation
Because the Performance Allocation is calculated on a basis that includes unrealized appreciation in
Fund II’s portfolio based upon values assigned by the General Partner, the General Partner, due to its
affiliation with the Special Limited Partner, faces a conflict of interest in valuing Fund II’s portfolio. The
General Partner is involved in determining Net Asset Value, and this process involves substantial discretion
and subjectivity, particularly in the case of illiquid investments. Even the General Partner’s best judgment as
to fair value may not accurately reflect the prices at which Fund II could actually purchase or sell certain
assets. The General Partner’s involvement in the determination of Net Asset Value also impacts the
management fees payable to it or its affiliates.

Expense Allocation
Certain fees and expenses incurred by the General Partner and the Manager are charged to Fund II.
The General Partner faces a conflict of interest in determining whether to allocate a particular expense to
Fund II, Offshore Fund II, the General Partner, the Manager or other clients of the Manager or its affiliates.
Selection of Counterparties and Best Execution
Conflicts of interest exist in connection with the Manager’s selection of brokerage, custodial and
financing arrangements on behalf of Fund II, including those arising from investor relationships, capital
introduction services, gifts, entertainment and family and personal relationships.
Limitation of Liability, Indemnification and Trade Errors
Pursuant to various exculpation and indemnification provisions, the General Partner and its respective
affiliates (including the Manager) and personnel are generally not liable to Fund II or the Limited Partners for
any act or omission, absent willful misconduct or gross negligence, and Fund II generally is required to
indemnify such persons against any losses they may incur by reason of any act or omission related to Fund II
absent willful misconduct or gross negligence. As a result of these provisions, Fund II (and not the General
Partner, the Manager and their affiliates) will generally be responsible for losses resulting from trading errors
and similar human errors, even when such losses result from the General Partner’s or its affiliates’ negligence.
Notwithstanding the foregoing, the foregoing limitations on liability and indemnification obligations
will not be construed to relieve any indemnified party of any liability to the extent that such liability
may not be waived, modified or limited under applicable law (including liability under U.S. federal
securities laws which, under certain circumstances, impose liability even on persons acting in good
faith).
Other Activities of the Manager and its Affiliates
The Manager is not required to devote all or any specific amount of its time to Fund II, and its
activities outside of Fund II may require a substantial amount of time. The Manager provides advisory
services to clients other than Fund II, including the Original Funds, Offshore Fund II and separately managed
accounts (“Additional Clients”), and certain of the Additional Clients pursue the same or substantially similar
investment strategies and invest in the same or substantially similar investment products as Fund II. The
Manager and its principals may also engage in other or additional activities in the future and such other
activities may result in actual or potential conflicts of interest. The Manager and the General Partner also may
allow certain Limited Partners to invest side-by-side with Fund II in connection with certain investments, and
the General Partner and/or the Manager may receive fees in connection with such investments. Neither Fund
II nor the Limited Partners (as such) have any right to participate or to obtain an interest in any such
investment opportunities or any other outside activities of the General Partner, the Manager or their affiliates.
Certain Limited Partners may be invited to participate in such investment opportunities and other outside
activities, while other Limited Partners may not, in the sole discretion of the General Partner and the Manager.
In addition, the Manager’s other activities could subject Fund II to trading restrictions or position limits that
could prevent the Manager from acting in the best interest of Fund II. See “Risk Factors.”
The Manager, its principals and other employees and their respective affiliates may purchase or sell
for their own account financial instruments that are recommended to, or purchased or sold on behalf of, Fund
II and/or Additional Clients. In addition, the Manager, its principals and other employees and their respective
affiliates may purchase or sell financial instruments for Fund II while selling or purchasing the same financial
instruments on behalf of one or more Additional Clients. The Manager generally does not provide disclosure

to clients when the Manager, its principals, other employees or their respective affiliates purchase or sell for
their own account financial instruments that are recommended to, or purchased or sold on behalf of, Fund II
or Additional Clients.
Allocation of Investment Opportunities
The Manager may face actual or potential conflicts of interest when allocating investment
opportunities among Fund II, Additional Clients and other persons. The general policy of the Manager is to
allocate investment opportunities among its various clients in a fair and equitable manner based upon, among
other things, the investment objectives, guidelines and restrictions, risk profiles, financial condition and tax
status of such clients. In furtherance thereof, if each client participating in an aggregated order receives its
full desired allocation, then each participating client generally receives the average price per share paid or
received with transaction costs shared pro rata among participating clients. If each participating client
receives less than its full allocation, then each participating client generally receives its pro rata portion of the
executed order with transaction costs shared among all participating clients proportionately. Under certain
circumstances, the Manager has discretion to utilize alternative allocation procedures, provided that all
participating clients are treated fairly and equitably.
The Manager and its affiliates may establish and operate additional investment funds or enter into
other investment advisory relationships with other clients in the future (including clients who are also Limited
Partners in Fund II), and such other funds or clients may be allocated all or part of investment opportunities
that would also be appropriate for Fund II. The Manager and its affiliates may have differing financial
interests, direct or indirect, in the performance of Fund II and other clients. As a result, the Manager may
have an incentive to favor other funds or clients with regard to the allocation of opportunities or participation
in particular investments and with regard to the terms of any transactions among funds or clients. The
Manager also may face conflicts between the interests of Fund II and the interests of other clients and between
the interests of different groups of Limited Partners in Fund II.

TAXATION
No ruling has been requested by Fund II from the Internal Revenue Service as to Fund II’s
classification and treatment as a partnership for U.S. federal income tax purposes. Fund II does not pay U.S.
income taxes, but each U.S. investor is required to report for U.S. federal income tax purposes each year such
person’s distributive share (whether or not distributed) of the income, gain, losses, deductions and credits of
the character specified in Section 702 of the Code. It is possible that Partners subject to U.S. taxes could
incur income tax liabilities without receiving from Fund II sufficient distributions to cover such tax liabilities.
Tax information is distributed to each Partner as soon as possible after the end of the year.
UBTI is generally the excess of gross income from any unrelated trade or business conducted by a
tax-exempt entity over the deductions attributable to such trade or business, with certain modifications. These
modifications provide that UBTI generally does not include interest, dividends, or gains from the sale of
property not held as either inventory or primarily for sale to customers in the ordinary course of business,
except to the extent that any such item of income is deemed to constitute “unrelated debt-financed income”
within the meaning of Section 514 of the Code and the Treasury Regulations promulgated thereunder. A
Limited Partner that is otherwise exempt from U.S. taxes will be required to file a tax return and pay taxes on
any UBTI it realizes as a result of investing in Fund II. A partnership such as Fund II could cause a tax-
exempt Limited Partner to incur UBTI, for example, by borrowing money to make an investment in one or
more commodities.
Under Code Section 67, noncorporate taxpayers may deduct certain miscellaneous expenses
(e.g., investment advisory fees, tax preparation fees, unreimbursed employee expenses, subscriptions to
professional journals, etc.) only to the extent that such deductions exceed, in the aggregate, two percent (2%)
of the taxpayer’s adjusted gross income. In addition, in the case of individuals whose adjusted gross income
exceeds a certain inflation-adjusted threshold, the aggregate itemized deductions allowable for the year will
be reduced by the lesser of (i) three percent (3%) of the excess of adjusted gross income over the applicable
threshold or (ii) eighty percent (80%) of the aggregate itemized deductions otherwise allowable for the
taxable year (determined after giving effect to the two percent (2%) limitation described above and any other
applicable limitations). This limitation on itemized deductions is completely repealed for 2011 and 2012. To
the extent that Fund II’s activities do not rise to the level of a “trader” for U.S. federal tax purposes, a
Partner’s share of Fund II’s deductions may be subject to these limitations.
Tax Advice
This Memorandum does not address all of the U.S. federal, state, local and foreign tax consequences
to the Partners. Each prospective investor is advised to consult with and rely on his or its own tax counsel as
to the U.S. federal income tax consequences of an investment in Fund II and as to applicable state, local and
foreign taxes.
The preceding discussion of U.S. federal income tax considerations is for general information only.
Each prospective investor should consult its own tax advisor regarding the particular U.S. federal, state, local
and foreign tax consequences of purchasing, holding, and disposing of Limited Partner Interests, including the
consequences of any proposed change in applicable law.
CIRCULAR 230 NOTICE. IN ORDER FOR FUND II TO COMPLY WITH U.S. TREASURY
DEPARTMENT CIRCULAR 230, UNLESS EXPRESSLY STATED OTHERWISE, ANY U.S.
FEDERAL TAX ADVICE THAT MAY BE CONTAINED IN THIS MEMORANDUM, INCLUDING
ANY APPENDICES HERETO, IS NOT INTENDED OR WRITTEN TO BE USED, AND CANNOT
BE USED, BY ANY PERSON FOR THE PURPOSE OF AVOIDING ANY TAX PENALTIES THAT
MAY BE IMPOSED BY THE INTERNAL REVENUE SERVICE OR ANY OTHER U.S. FEDERAL

CIRCUMSTANCES.

CERTAIN REGULATORY MATTERS
Securities Act of 1933
The offering of Limited Partner Interests has not been and will not be registered under the Securities
Act, pursuant to an exemption for transactions not involving any public offering. Consequently, each
prospective investor must be, among other things, an “accredited investor” as such term is defined in Rule
501(a) of Regulation D under the Securities Act. Each prospective investor is also required to make certain
other representations and certifications designed to ensure that the offering of Limited Partner Interests
qualifies for an exemption from registration requirements of the Securities Act.
Investment Company Act of 1940
Fund II is not, and does not expect to be, registered as an “investment company” under the Investment
Company Act in reliance upon Section 3(c)(7) thereof. Accordingly, Limited Partners do not receive the
protections afforded by the Investment Company Act to investors in a registered investment company.
Section 3(c)(7) excludes from the definition of investment company any issuer whose outstanding
securities are owned exclusively by “qualified purchasers” or “knowledgeable employees” of the Manager
and Fund II provided that the issuer is not making, and does not propose to make, a public offering of such
securities. The Fund Agreements and the Subscription Documents contain certain certifications,
representations, undertakings and restrictions on transfer that are designed to ensure that the conditions of
Section 3(c)(7) are met.
In connection with any subscription for, or proposed transfer of, Limited Partner Interests, the
General Partner is authorized to ask for and obtain such information from the prospective investor or the
proposed transferor and transferee, as applicable, in order that it may determine whether the proposed
subscription or transfer, as applicable, would allow Fund II to retain its exclusion from registration as an
investment company.
Investment Advisers Act of 1940
adviser under the Advisers Act. The Advisers Act is the United States federal statute that regulates most
investment advisers doing business in the United States and the Securities and Exchange Commission is the
federal agency primarily responsible for regulating investment advisers. The Advisers Act imposes
registration and disclosure requirements, as well as substantive regulatory requirements, on investment
advisers, including fund managers. A copy of Part 1A of the Manager’s Form ADV is available online via the
Investment Adviser Public Disclosure website at www.adviserinfo.sec.gov. A copy of Part 2 of the
Manager’s Form ADV will be provided to each prospective investor as an appendix to the Subscription
Documents.
Commodity Futures Trading Commission
While the Manager is currently registered as a commodity pool operator (“CPO”) and commodity
trading adviser (“CTA”) with the CFTC, and is a member of the NFA, it is exempt from certain disclosure and
reporting requirements otherwise applicable to registered CPOs and CTAs pursuant to CFTC Rule 4.7. Under
CFTC Rule 4.7, registered CPOs whose pools are limited to investors that are “qualified eligible participants”
(QEPs), and registered CTAs whose clients are QEPs, may avoid certain of the more burdensome
requirements of the Part 4 Rules to which they would otherwise be subject. The Manager has claimed
reliance on CFTC Rule 4.7 by filing a notice of claim of the exemption with the NFA.

PRIVACY POLICY
In the normal course of its operation and dissolution, Fund II collects and discloses certain private
information about its Limited Partners. Personal financial information about the Limited Partners, such as
names, addresses, social security numbers, assets and incomes, is obtained from Subscription Documents and
other documents. Other personal information about the Limited Partners, such as capital account balances,
account data and information about their participation in other investments, is obtained in the course of
transactions between the Limited Partners and Fund II or its affiliates.
Except as described below, this private information is disclosed only as permitted by applicable law
to Fund II’s affiliates and service providers, including Fund II’s accountants, attorneys, broker-dealers,
custodians, transfer agents, and any other parties whose services are necessary or convenient to the formation,
operation or dissolution of Fund II. Any party receiving private information about the Limited Partners
pursuant to the preceding sentence is authorized to use such information only to perform the services required
and as permitted by applicable law. No party receiving a Limited Partner’s personal information is authorized
to use or share that information for any other purpose.
Access to private information about the Limited Partners is restricted to those employees of Fund II
who require such access to provide services to Fund II and to the Limited Partners. Fund II maintains
physical, electronic and procedural safeguards that comply with federal regulations to guard private
information about its Limited Partners.
In all events, Fund II may disclose Limited Partner information (i) to other Limited Partners as
required or permitted under the Partnership Agreement, and (ii) as otherwise required by applicable law.
The foregoing privacy notice reflects a privacy policy that has been adopted by the Manager. It may
be updated from time to time upon notice to the Limited Partners.

ACCOUNTING AND REPORTING
The financial statements of Fund II for each fiscal year are prepared in accordance with generally
accepted accounting principles (“GAAP”) and audited by Rothstein Kass & Company, P.C., or another
nationally recognized accounting firm. Copies of monthly account statements of Fund II are distributed to
Limited Partners as soon as practicable following the end of each fiscal month. Copies of annual audited
financial statements of Fund II are distributed to Limited Partners as soon as practicable following the close of
each fiscal year. To the extent practicable, Fund II provides estimated annual federal tax information in a
timely manner in order to assist Limited Partners in estimating their tax liabilities.
Unless a Limited Partner notifies the General Partner otherwise, it will be deemed to have consented
to the receipt of notices from Fund II, the General Partner and the Manager by electronic means, such as e-
mail.

ANTI-MONEY LAUNDERING COMPLIANCE
To ensure compliance by Fund II and the General Partner with U.S. statutory and other generally
accepted principles relating to anti-money laundering, as applicable, including, but not limited to, the
regulations of the U.S. Department of Treasury’s Office of Foreign Assets Control (“OFAC”), or the laws or
regulations in any relevant jurisdiction (collectively, “AML Regulations”), each prospective investor will be
required to confirm its identity and the identity of its beneficial owners, if applicable.
The General Partner reserves the right to request such information as is necessary to verify the
identity of a prospective investor and the underlying beneficial owners of a prospective investor or Limited
Partner. The General Partner also reserves the right to request such identification evidence in respect of a
transferee of Limited Partner Interests. In the event of delay or failure by the prospective investor or Limited
Partner to produce any information required for verification purposes, the General Partner may (a) refuse to
accept or delay the acceptance of a subscription, (b) in the case of a transfer of Limited Partner Interests,
refuse to consent to the relevant transfer of Limited Partner Interests, or (c) cause the withdrawal of any such
Limited Partner from Fund II.
The General Partner may suspend the payment of withdrawal proceeds of a Limited Partner if the
General Partner reasonably deems such action necessary to comply with OFAC and applicable AML
Regulations.
Each prospective investor and Limited Partner will be required to make such representations to Fund
II as Fund II and the General Partner will require in connection with applicable AML Regulations, including,
without limitation, representations to Fund II that such prospective investor or Limited Partner (or any person
controlling or controlled by the prospective investor or Limited Partner; if the prospective investor or Limited
Partner is a privately held entity, any person having a beneficial interest in the prospective investor or Limited
Partner; or any person for whom the prospective investor or Limited Partner is acting as agent or nominee in
connection with the investment) is not (a) an individual or entity named on any available lists of known or
suspected terrorists, terrorist organizations or of other sanctioned persons issued by the United States
government and the government(s) of any jurisdiction(s) in which Fund II does business, including the List of
Specially Designated Nationals and Blocked Persons administered by OFAC, as such list may be amended
from time to time; (b) an individual or entity otherwise prohibited by the OFAC sanctions programs; or (c) a
current or former senior foreign political figure11 or an immediate family member or close associate of such
an individual. Further, such prospective investor or Limited Partner must represent to Fund II that it is not a
prohibited shell bank.
Such prospective investor or Limited Partner will also be required to represent to Fund II that Capital
Contributions were not directly or indirectly derived from activities that may contravene U.S. Federal, state or
international laws and regulations, without limitation, any applicable anti-money laundering laws and
regulations.
Each prospective investor and Limited Partner must notify Fund II promptly in writing should it
become aware of any change in the information set forth in its representations. Each prospective investor and
Limited Partner is advised that, by law, Fund II may be obligated to “freeze the account” of such Limited
Partner, either by prohibiting additional Capital Contributions from the Limited Partner, declining any
withdrawal requests from a Limited Partner, suspending the payment of withdrawal proceeds to a Limited
Partner and/or segregating the assets of the Limited Partner in compliance with governmental regulations.
11 A “senior foreign political figure” is defined as a senior official in the executive, legislative, administrative, military or judicial branches of a
non-U.S. government (whether or not elected), a senior official of a major non-U.S. political party, or a senior executive of a non-U.S.
government-owned corporation. In addition, a “senior foreign political figure” includes any corporation, business or other entity that has been
formed by, or for the benefit of, a senior foreign political figure.

Fund II may also be required to report such action and to disclose the prospective investor or Limited
Partner’s identity to OFAC or other governmental and regulatory authorities.
Fund II may establish an account for the deposit of Capital Contributions and withdrawal proceeds.
Such an account may be established in the name of Fund II or an affiliate, including a trust entity established
for the purposes of opening accounts to hold such assets.

GENERAL INFORMATION
Legal Counsel
Haynes and Boone, LLP, with respect to matters of U.S. law, is acting as legal counsel to Fund II, the
General Partner and the Manager in connection with the ongoing offering of Limited Partner Interests.
Haynes and Boone, LLP may also represent Fund II, the General Partner, the Manager and certain of their
respective affiliates from time to time in a variety of different matters. In connection with this offering and
subsequent advice to Fund II, the General Partner, the Manager and their affiliates, Haynes and Boone, LLP
does not and will not represent the interests of the Limited Partners. It is not anticipated that separate counsel
will be retained by the General Partner or its affiliates to represent the interests of the Limited Partners.
Prospective investors are therefore urged to consult with their own legal, tax and financial advisors before
deciding whether to subscribe for Limited Partner Interests.
Representation of Fund II, the General Partner, the Manager and/or their affiliates by Haynes and
Boone, LLP is limited to the ongoing offering of Limited Partner Interests and to certain other specific matters
as to which Haynes and Boone, LLP has been consulted by Fund II, the General Partner, the Manager and
their affiliates. There may exist other matters that could have a bearing on Fund II, the Manager or their
affiliates as to which Haynes and Boone, LLP has not been consulted. In addition, Haynes and Boone, LLP
does not undertake to monitor the compliance of the Manager, the General Partner and their affiliates with the
investment program, valuation procedures and other guidelines set forth herein, nor does Haynes and Boone,
LLP monitor compliance with applicable laws. In the course of advising Fund II, the Manager, the General
Partner and their affiliates, there are times when the interests of the Limited Partners may differ from or
conflict with those of the Manager and/or the General Partner. For example, issues may arise relating to trade
errors, expenses to be charged to Fund II, allocation of investment opportunities, net asset determinations,
treatment of other Limited Partners, outside activities of principals and employees of the Manager, withdrawal
rights of Limited Partners and various other matters. Neither Haynes and Boone, LLP nor any other counsel
represents the Limited Partners’ interests in resolving such issues or any other issue relating to Fund II.
In preparing and reviewing this Memorandum, Haynes and Boone, LLP has relied on information
furnished to it by the General Partner, the Manager and/or their respective principals and affiliates, and it did
not investigate or verify the accuracy or completeness of the information provided thereby or set forth herein.
This Memorandum contains references to or summaries of certain provisions of the Fund Agreements
and certain other documents. All such summaries are qualified in their entirety by reference to said
documents, copies of which will be made available (subject to certain limitations and requirements) by the
General Partner upon request, and reference is made to such documents for complete information concerning
the rights and obligations of the parties thereto. Information contained herein has been obtained from sources
deemed reliable. Such information necessarily incorporates significant assumptions as well as factual matters.
During the course of the Offering, each prospective investor is invited to examine documents relating
to this investment and to ask questions of and obtain additional information from the General Partner
concerning the terms and conditions of the Offering or any other relevant matters (including, but not limited
to, additional information necessary to verify the accuracy of the information set forth herein) to the extent the
General Partner possesses such information or can acquire it without unreasonable effort or expense. Fund II
may be contacted, care of TBP Investments Management LLC, at 260 Preston Commons West, 8117 Preston
Road, Dallas, Texas 75225 and additional information may be obtained by calling (214) 265-4165.

EXHIBIT A-5

4.4.
4.4. Liabilities. Liabilities
Liabilities, shall be
Liabilities shall be determined in accordance
determined in accordance with
with generally accepted
generally accepted
accounting principles, applied
accounting principles, applied on
on aa consistent
consistent basis; provided, however,
basis; provided, the Managing General
however, the General Partner
Partner in
in
its
its discretion
discretion may provide reserves for
provide reserves for estimated
estimated accrued
accrued expenses, liabilities and
expenses, liabilities and contingencies.
contingencies.
4.5.
4.5. Allocations.
Tax Allocations.
(a)
(a) For each
each Fiscal
Fiscal Year, subject t0
Year, subjcct to Section
Section 4.51b),
4.5(b), items
items of0f income, gain, loss,
income, gain, loss,
deduction
deduction or credit (including
0r credit items of
(including items of income or gain that
or gain that are not subject
are not subject to
to federal income taxation
federal income taxation and
items
items that
that are
are not deductible for
not deductible for federal
federal income taxtax purposes
purposes and not properly
and not properly chargeable
chargeable t0to Capital
Capital
Accounts) shall
Accounts) shall be allocated solely
be allocated solely for
for income tax
tax purposes
purposes among the the Partners
Partners in any equitable
in any equitable and
consistent manner,
consistent manner, as as reasonably
reasonably determined
determined byby the
the Managing General
General Partner, that reflects
Partner, that reflects amounts
amounts
credited or
credited debited to
0r debited t0 each
each Partner's Capital
Partner’s Account for
Capital Account the current
for the current and
and prior Fiscal Years
prior Fiscal and shall
Years and shall be
be
reflected in
reflected in the Partners' Tax Accounts accordingly.
the Partners’ accordingly. These
These allocations
allocations shall
shall be
be made pursuant
pursuant to the
t0 the
general principles
genaral principles of of Code Sections
Seciions 704(b)
704(b) and 704(c)
704(c) and in in accordance with any
accordancc with any temporary
temporary or final
0r final
regulations
adopted thereunder.
(b)
(b) If the
If Partnership realizes
the Partnership realizes income
income 0r or gains
gains for
for federal
federal income tax tax purposes
purposes for
for
any
any Fiscal
Fiscal Year
Year during
during or as of
or as 0f the
the end
end of
0f which one or more Positive
one or Positive Basis
Basis Partners
Partners withdraw
withdraw from the the
Partnership, the
Partnership, the Managing
Managing General
General Partner
Partner shall
shall (unless
(unless it determines that
it determines that allocations
allocations should
should bebe made inin
some other
other manner)
manner) allocate
allocate these
these items for tax purposes as
items for tax purposes as follows:
follows: (i)(i) first,
first, among the the Positive
Positive Basis
Basis
Partners, in
Partners, proportion to
in proportion to the
the respective
respective Positive
Positive Basis (as hereinafter
Basis (as hereinafter defined)
defined) 0f of each
each Positive
Positive Basis
Basis
Partner, until
Partner, until either the full
either the amount 0f
full amount of such
such items
items shall
shall have
have been allocated 0r
been allocated or the
the Positive
Positive Basis of each
Basis 0f each
Positive
Positive Basis
Basis Partner
Partner shall have been
shall have been eliminated,
eliminated, and (ii) then, to
(ii) then, the other
to the other Partners
Partners in in accordance with
accordance with
Section
Section 4.5(a).
4.51a1. As usedused herein, (i) the
herein, (i) term "Positive
the term “Positive Basis" means, with
Basis” means, With respect
respect to to any
any Partner and as
Palmer and of
as 0f
any
any time
time of calculation, the
of calculation, amount by
the amount which the
by which the Partner's Capital Account as
Partner’s Capital as of
of that
that time exceeds the
time exceeds the
Partner's Tax Account as
Partner's as of
of that
that time;
time; and (ii) the
and (ii) the term
term "Positive Basis Partner”
“Positive Basis Partner" means any Partner who
any Partner
withdraws frorn
“withdraws from the Partnership and
the Partnership and who has Positive Basis
has Positivc Basis as of the
as 0f effective date
the effective date of0f the Partner's
the Partner’s
Withdrawal, but
Withdrawal, but the
the Partner shall cease
Partner shall cease to
to be a Positive
be a Positive BasisBasis Partner
Partner atat the time the
the time the Partner shall have
Partner shall
received allocations
received allocations pursuant
pursuant t0 to this
this Section
Section 4.5(b)
4.5ng equal
equal toto the
the Partner’s
Partner's Positive
Positive Basis
Basis as
as of
of the
the
effective
effective date of the
date of the Partncr’
Partner'ss Withdrawal.
Withdrawal.
(c)
(c) Different items
Different items of
of taxable income (and
taxable income loss) of
(and loss) of the
the Partnership shall be
Partnership shall be allocated
allocated
to Partners
t0 Partners in the
in the same ratio
ratio in which such
in which such taxable
taxable income (0r
(or loss)
loss) is
is allocated under Sections
allocated under 4.5(a) and
Sections 4.5ga) and
4.5(b).
4.5gb2.
(d)
(d) Notwithstanding anything
Notwithstanding anything to
to the contrary contained
the contrary contained herein,
herein, no
n0 allocation
allocation of
of Net
Losses shall
Losses shall be made pursuant
pursuant to
to this
this Section 4.5 to
Section 4.5 to any Partner to
any Partner to the
the extent that such
extent that such allocation
allocation would
cause or
cause increase aa deficit
0r increase deficit balance
balance in that Partner's
in that Capital Account
Partner’s Capital Account as
as of
0f the
the end of the Fiscal
0f the Fiscal Period to
Period t0
which the
which the allocation relates. Solely
allocation relates. Solely for
for purposes
purposes of this Section
0f this 4.5(d)
Section 4.5g and Section
d1 and Section 4.5m),
4.5(e), the balance of
the balance 0f
a Partner's
a Partner’s Capital
Capital Account shall
shall be
be reduced by the
reduced by amounts described
the amounts described inin Treasury Regulations Sections
Treasury Regulations Sections
1.704-l(b)(2)(ii)(d)(4), (5) and (6).
1.704—1(b)(2)(ii)(d)(4), (5) (6). The amount
amount of any Net
0f any Net Losses that, but
Losses that, but for this Section
for this Section 4.5(d),
4,5gd1,
would otherwise
otherwise be allocated to
be allocated t0 aa Partner shall instead
Partner shall instead first
first be
be allocated
allocated and charged
charged toto the
the Capital
Capital
Account 0f
Account of those
those Partners
Partners having aa positive balance in
positive balance in their
their respective
respective Capital
Capital Accounts in in proportion to
proportion t0
such positive
such balances and,
positive balances and, after
after all such positive
all positive balances
balances are
are reduced
reduced to
to zero,
zero, shall
shall be
be allocated to the
allocated to the
General Partners,
General Partners.
(e)
(e) Notwithstanding anything
Notwithstanding anything toto the contrary contained
the contrary contained herein, any Partner
herein, any Partner
unexpectedly
who unexpectedly receives
receives an allocation
an allocation or
0r distribution
distribution described in
described in Treasury Regulations
Treasury Regulations
Sections
Sections 1.704-l(b)(2)(ii)(d)(4), (5) or
1.704—1(b)(2)(ii)(d)(4), (5) 0r (6)
(6) that
that creates
creates or increases aa deficit
or increases deficit balance
balance in the Partner’s
in the Partner's
Capital shall be
be allocated
allocated items of gross
items of gross income and
and gain
gain for Capital Account purposes
for Capital in an
purposes in an
D-(Jan. 1,
Dwaan. 2007) A&R LPA BP Capital
1, 2007) Capital Energy
Energy Equity
Equity Fund Master 11,LRDOC
H, L.P .. DOC 11
11

COPY NUMBER: _________________________________
PROSPECTIVE INVESTORS ELECTING NOT TO

MAKE AN INVESTMENT ARE REQUESTED TO
RETURN ALL OFFERING MATERIALS TO FUND II.
Confidential Private Placement Memorandum
November 1, 2005
Confidential
D-BP Cap Fund II PPM 1105.doc

Partnership
Partnership and
and the Managing General
the Managing General Partner
PaItner for the Partner's
for thc Partner’s allocable share 0f
allocable share of any
any applicable
applicable
withholding tax
withholding of any
tax of type whatsoever
any type whatsoever (including any liability
(including any liability for
for penalties,
penalties, additions
additions to
to tax
tax or interest)
0r interest)
attributable to
attributable to such
such Partner's
Partner’s share of the
share of the income
income 0fof the
the Partnership
Partnership or or attributable
attributable to distributions to
to distributions to
such Partner. For
such Partner. For purposes
purposes of this Agreement,
of this Agreement, anyany amount of taxes withheld
of taxes withheld and
and paid
paid over
over by
by the
the
Partnership
Partnership with
with respect to aa Partner’s
respect t0 Partner's distributive share of
distributive share the Partnership’s
of the Partnership's gross
gross income shall be
shall be
treated
treated as a cash
as a cash distribution to the
distribution to the Partner
Partner and
and shall be charged
shall be charged as as of
of the
the date of distribution
date of against the
distribution against the
Capital Account and
Capital and Tax Account
Account of of the
the Partner.
Partner.
ARTICLES5
ARTICLE
LIMITED PARTNERS
5.1.
5.1. General. In
General. addition to
In addition to the
the rights of aa limited
rights of limited partner
partner under
under the
the Act,
Act, each Limited
Partner shall
Parmsr have the
shal‘1 have the additional
'
«:~ A -.:_V-« .- L”;
additional rights
ughtb glvcu w that
given to L417»
Limited
LhaL Luuucd Partner W4 z";
as aa LIIImed
Panncr us Limited ,, MA ,,
Partner 414,,
in this
Farmer 1n
,
Lula
-
Agreement, to
Agreement, t0 the
the extent
extent permitted
permitted byby the Act. Except
the Act, Except asas expressly
expressly provided
provided in this Agreement,
in this Agreement, non0
Limited Partner shall
Limited Partner shall have the right
have the right or
or power to to participate
participate in
in the
thc management or or affairs of the
affairs of the
Partnership,
Partnership, nor
nor shall any Limited
shall any Partner have
Limited Partner the power
have the power t0
to sign for 0r
sign for or bind
bind the
the Partnership.
Partnership.
5.2.
5.2. Limitation on
Limitation on Liability.
Liability. No
N0 Limited
Limited Partner
Partner shall
shall have
have any
any personal
personal liability whatsoever,
liability whatsoever,
whether to
whether to the
the Partnership,
Partnership, the Managing General
the Managing Partner or
General Partner any creditor
0r any creditor of
of the
the Partnership,
Partnership, for
for the
the
debts, expenses,
debts? expenses? liabilities, or obligations
liabilities, 0r obligations of
0f the Partnership unless
the Partnership unless that Limited Partner
that Limited otherwise agrees
Partner otherwisc agrees
to that
t0 that liability. Notwithstanding the
liability‘ Notwithstanding the ability
ability of
0f any
any Limited Partner to
Limited Partner to consult
consult with
with the General
Partner
Partner regarding
regarding the
the business
business of
of the
the Partnership,
Partnership, as permitted by
as permitted the Act,
by the and to
Act, and to act
act as
as provided in this
in this
Agreement, each
Agreement, each Limited Partner shall
Limited Partner shall at
at all
all times retain the
times retain the status,
status, and freedom from liability, of aa
from liability, 0f
limited partner
limited partner under the Act.
under the Act. However,
However, if, notwithstanding the
if, notwithstanding the terms
terms of this Agreement,
of this Agreement, it it is determined
is determined
under applicable law that

applicable law that any
any Partner
Partner has received aa Distribution
has received Distribution that
that is
is required to be
required to be returned
returned to to or
or for
for
the account
the account of of the Partnership or
the Partnership or Partnership
Partnership creditors,
creditors, then
then the
the obligation
obligation under
under applicable
applicable law of of any
any
Partner
Partner to return all
t0 return or any
all or part of
any part of a Distribution made to
a Distribution that Partner
t0 that Partner shall be the
shall be obligation of
the obligation 0f that
that
Partner and
Partner and not of any
not 0f any other
other Partner.
Partner. Any amount
amount so returned by
so returned by aa Partner
Partner shall be treated
shall be treated as a Capital
as a Capital
Contribution.
Contribution,
5.3.
5.3. Outside Activities.
Outside Activities. A Limited
Limited Partner
Partner shall
shall be
be entitled
entitled to
to and
and may have
have business
business
interests
interests and engage
engage in activities in
in activities in addition to those
addition to those relating
relating to the Partnership,
to the Partnership, including business
including business
interests,
interests, investments and activities
investments and activities in
in direct competition with
direct competition with the
the Partnership.
Partnership. Neither
Neither the
the Partnership,
Partnership,
any other
any other Partner nor any
Partner nor other Person
any other Person shall
shall have
have any
any rights
rights by
by virtue
virtue of this Agreement
of this Agreement inin any
any such
such
business ventures
business ventures or
or investments
investments ofof any
any Limited
Limited Partner.
Partner.
5.4.
5.4. Admission
Admission of Partners. New Partners
0f New Partners. Partners may,
may, with
with the
the consent
consent 0f of the
the Managing
General Partner and
General Partner without the
and without the approval
approval ofof any
any Limited
Limited Partner, be admitted
Partner, be admitted to the Partnership
to the Partnership as
as
Limited
Limited Partners
Partners atat the end of
the end 0f any Fiscal Period
any Fiscal Period on
on terms
terms determined
determined byby the
General Partner
Partner so
so
long as
long the total
as the total number of of Partners
Partners does
does not
not exceed
exceed ninety-nine
ninety—nine (99); provided, however,
(99); provided, however, each Limited
each Limited
Partner
Partner shall be required
shall be required to
to make a a Capital
Contribution 0f of at
at least
least $1,000,000
$1,000,000 (or(or such
such lesser as
lesser amount as
permitted by
permitted by the
General Partner,
Partner, in its sole
in its sole discretion).
discretion). Each new Partner
Partner shall
shall be
be required
required t0
to
execute an agreement
execute an agreement pursuant
pursuant toto which that
that Partner becomes bound by
Partner becomes by the
the terms
terms of
of this
this Agreement.
Admission of
Admission of aa new Partner
Partner shall
shall not
not be
be aa cause for dissolution
cause for of the
dissolution of the Partnership.
Partnership.
5.5.
5.5. Withdrawal, Death, Other.
Withdrawal Death Other. The Withdrawal,
Withdrawal, death, disability, incapacity,
death, disability, incapacity, incompetency,
incompetency,
termination, insolvency,
termination, insolvency, dissolution
dissolution or
or Bankruptcy
Bankruptcy of a Partner
of a Partner (other
(other than
than a
a Managing General Partner)
Partner)
shall
shall not dissolve the
not dissolve Partnership. The legal
the Partnership. legal representatives
representatives of
of a
a Partner
Partner shall succeed as Assignee to
shall succeed as Assignee the
to the
Partner's interest
Partner’s in the
interest in the Partnership
Partnership upon the
the death,
death, disability,
disability, incapacity,
incapacity, incompetency, termination,
incompetency, termination,
D-(Jan.
D—(Jam 1, 2007) A&R LPA BP Capital
1, 2007) Energy Equity
Capital Energy Equity Fund Master
Master IL
II, L.BDOC
L.P .. DOC 13
13

insolvency,
insolvency, dissolution
dissolution oror Bankruptcy
Bankruptcy of of aa Partner,
Partner, but
but shall
shall not
not be
be admitted
admitted asas a Substitute
Substitute Limited
Partner
Partner without
Without the
thc consent
consent ofof the
General Partner.
Palmer. In In the
thc event
event of
of death,
death, disability,
disability,
incapacity,
incapacity, incompetency,
dissolution or Bankruptcy
or Bankruptcy of a Partner
0f a Partner or the giving
or thc giving
of
of notice
notice of
of withdrawal
withdrawal by by aa Partner,
Partner, the
thc interest
interest ofof the
the Partner
Panner shall
shall continue
continue at
at the
the risk
risk of
of the
the
Partnership's
Partnership’s business
business until
until the
the effective
effective date
datc of
of the
the Partner's
Partner’s complete
complete Withdrawal
Withdrawal or or the
the earlier
earlier
termination
termination of0f the
thc Partnership.
Partnership. IfIf the
the Partnership
Pannership is is continued after the
continued after the date
date of
of Withdrawal,
Withdrawal, the
the Partner
Partner or
or
its
its legal
legal representatives
representatives shall
shall be paid the
be paid the balance
balance of
of its
its Capital
Capital Account
Account in in accordance
accordance with
with Section
Section 8.5.
8.5.
ARTICLE6
ARTICLE 6
MANAGEMENT
6.1.
6.1A Rights.
Rights.
(a)
(a) In General. Subject
1n General. Subject to
to the
the rights
rights and
and limitations
limitations expressed
expressed inin this
this Agreement,
Agreement,
the
the management of of the
the Partnership
Partnership shall
shall be
be vested
vested exclusively in
exclusively in thethc Managing General Partner. In
General Partner. 1n the
the
event
event that
that there
there is
is no
no Managing General
General Partner,
Partner, the
the remaining
remaining General
General Partner
Partner shall
shall become the the
Managing General
General Partner.
Partner. The Managing General
General Partner
Partner shall have the
shall have the sole
sole and
and exclusive
exclusive right to
right to
conduct,
conduct, control
control and
and manage thethe business
business of
of the
the Partnership,
Partnership, subject
subject to
t0 the
the right
right of
0f the
Partner
Partner to
to delegate
delegate asas it
it sees
sees fit
fit such
such managerial
managerial rights
rights and
and obligations,
obligations, and
and to
to do
do any
any and all
all acts
acts on
behalf
behalf of
of the
the Partnership,
Partnershi except
, as
except as otherwise
otherwise provided
provided in in this
this Agreement.
Agreement.
(b)
(b) Specific
Specific Powers.
Powers. Without
Without limiting
limiting the
the foregoing
foregoing general
general powers andand duties,
duties, the
the
Managing General
General Partner
Partner isis hereby
hereby authorized
authorized and
and empowered on behalf
behalf and
and inin the
the name of the
0f the
Partnership,
Partnership, or
or on
0n its
its own behalf
behalf and in
in its
its own name,
name, or
or through agents, directly
through agents, directly or
or indirectly,
indirectly, as
as may be
appropriate, subject
appropriate, subject to
to the
the limitations
limitations contained
contained elsewhere
elsewhere in this Agreement,
in this to:
Agreement, to:
(i)
(i) Formulate
Formulate investment
investment policies
policies and strategies
strategies for
for the
the Partnership,
Partnership, and
select
select and
and approve
approve the
the investment
investment of
of the
the Partnership's
Partnership’s funds
funds in
in Securities;
Securities;
(ii)
(ii) Acquire,
Acquire, hold,
hold, sell,
sell, transfer,
transfer, exchange,
exchange, pledge
pledge and
and dispose
dispose of
of Securities,
Securities,
and
and exercise
exercise all
all rights,
rights, powers,
powers, privileges
privileges and
and other
other incidents
incidents of
of ownership
ownership or
or possession
possession with
with respect
respect to
t0
Securities,
Securities, including,
including, without
without limitation,
limitation, the
the voting
voting of Securities;
of Securities;
(iii)
(iii) Purchase
Purchase and
and sell
sell Securities
Securities outright
outright or
or financed,
financed, by
by way
way of
of short sales,
short sales,
puts,
puts, calls,
calls, options,
options, straddles
straddles and
and sales
sales against
against the
the box,
box, on
on margin
margin or
or otherwise,
otherwise, however speculative;
speculative;
(iv)
(iv) Acquire
Acquire aa long
long position
position or
or a
a short
short position
position with respect to
with respect to the
the Securities
Securities
and
and make purchases
purchases or
0r sales
sales increasing,
increasing, decreasing
decreasing oror liquidating
liquidating such
such positions
positions or
0r changing
changing from a a long
position
position to
to a
a short
short position
position oror from aa short
short position
position to
to a
a long
long position,
position, without
without any
any limitation
limitation as
as to
to the
the
frequency
frequency of
of the
the changes
changes inin the
thc nature
nature of
0f such
such positions;
positions;
(v)
(V) Open,
Open, maintain
maintain and
and close
close accounts,
accounts, including
including margin and
and custodial
custodial
accounts, with brokers,
accounts, with brokers, dealers,
dealers, banks,
banks, currency
currency dealers,
dealers, and others;
others;
(vi)
(vi) Hire,
Hire, for
for usual
usual and
and customary payments and
customary payments and expenses,
expenses, consultants,
consultants,
brokers,
brokers, attorneys,
attorneys, accountants
accountants and such
such other
other agents
agents and employees
employees for
for the
the Partnership
Partnership as
as it
it may deem
dccm
necessary
necessary or
or advisable,
advisable, and authorize
authorize any
any such
such agent
agent or
or employee
employee to
t0 act
act for
for and on behalf
behalf of the
Partnership;
Partnership;
D-(Jan.
D7(Jan. 1,
1, 2007)
2007) A&R LPA BP Capital
Capital Energy
Energy Equity
Equity Fund Master
Master II,
H, L.P .. DOC
L.PUDOC 14
14

CONFIDENTIAL
PRIVATE PLACEMENT MEMORANDUM
IMPORTANT NOTICES
THIS CONFIDENTIAL PRIVATE PLACEMENT MEMORANDUM (THE “MEMORANDUM”)

IS SUBMITTED IN CONNECTION WITH THE PRIVATE PLACEMENT (THE “OFFERING”) OF
LIMITED PARTNERSHIP INTERESTS (“LIMITED PARTNER INTERESTS”) BY BP CAPITAL
ENERGY EQUITY FUND II, L.P. (“FUND II”) AND MAY NOT BE REPRODUCED OR USED FOR
ANY OTHER PURPOSE. ANY PERSON WHO ACCEPTS DELIVERY OF THIS MEMORANDUM
AGREES TO HOLD IT IN CONFIDENCE AND, IF THAT PERSON ELECTS NOT TO INVEST IN
FUND II, TO EITHER RETURN OR DESTROY IT ALONG WITH ALL DOCUMENTS RELATED TO
FUND II. THIS MEMORANDUM IS FOR THE EXCLUSIVE USE OF THE INDIVIDUAL OR ENTITY
WHOSE NAME APPEARS ON THE COVER OF THIS MEMORANDUM, AND IS NOT TO BE SHOWN
TO ANY PERSON OTHER THAN SUCH INDIVIDUAL’S OR ENTITY’S FINANCIAL OR LEGAL
ADVISORS. REPRODUCTION OR DISTRIBUTION OF THIS MEMORANDUM, IN FULL OR IN PART,
AND THE DISCLOSURE OF ANY OF ITS CONTENTS IS PROHIBITED. THIS MEMORANDUM
CONSTITUTES AN OFFER ONLY IF A NAME AND MEMORANDUM IDENTIFICATION NUMBER
APPEAR IN THE APPROPRIATE SPACES PROVIDED FOR ON THE COVER OF THIS
MEMORANDUM, AND AN OFFER IS MADE ONLY TO THE PERSON NAMED.
THE AVAILABILITY OF EXEMPTIONS FROM APPLICABLE SECURITIES LAWS FOR THIS

OFFER AND SALE OF THE LIMITED PARTNER INTERESTS DEPENDS IN PART ON THE
QUALIFICATIONS AND INVESTMENT INTENT OF THE INVESTOR. THE INVESTOR WILL BE
REQUIRED TO REPRESENT TO FUND II THAT THE INVESTOR IS AN ACCREDITED INVESTOR,
AS DEFINED BY THE APPLICABLE SECURITIES LAWS, THAT THE INVESTOR IS ABLE TO BEAR
THE ECONOMIC RISK OF THIS INVESTMENT FOR AN INDEFINITE PERIOD AND THAT THE
INVESTOR IS ACQUIRING LIMITED PARTNER INTERESTS FOR ITS OWN ACCOUNT FOR
OF THE LIMITED PARTNER INTERESTS.

QUALIFIED ELIGIBLE PERSONS, AN OFFERING MEMORANDUM FOR THIS POOL IS NOT
REQUIRED TO BE, AND HAS NOT BEEN FILED WITH THE COMMODITY FUTURES TRADING
COMMISSION. THE COMMODITY FUTURES TRADING COMMISSION DOES NOT PASS UPON
THE MERITS OF PARTICIPATING IN A POOL OR UPON THE ADEQUACY OR ACCURACY OF AN
COMMISSION HAS NOT REVIEWED OR APPROVED THIS OFFERING OR ANY OFFERING
MEMORANDUM FOR THIS POOL.
IT IS ANTICIPATED THAT THE OFFERING AND SALE OF THE LIMITED PARTNER

INTERESTS OFFERED HEREBY WILL BE EXEMPT FROM REGISTRATION UNDER THE
SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND THE VARIOUS
STATE SECURITIES LAWS, AND THAT FUND II WILL NOT BE REGISTERED AS AN
INVESTMENT COMPANY UNDER THE INVESTMENT COMPANY ACT OF 1940, AS AMENDED.
D-BP Cap Fund II PPM 1105.doc i

THIS MEMORANDUM DOES NOT CONSTITUTE AN OFFER TO SELL OR A SOLICITATION OF AN
OFFER TO BUY LIMITED PARTNER INTERESTS IN ANY JURISDICTION TO ANY PERSON TO
WHOM IT IS UNLAWFUL TO MAKE SUCH OFFER OR SOLICITATION IN SUCH JURISDICTION.
NO TRANSFER OF THE LIMITED PARTNER INTERESTS MAY BE MADE EXCEPT

PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT
AND UNLESS QUALIFIED OR REGISTERED WITH APPLICABLE STATE SECURITIES
REGULATORY AGENCIES UNLESS FUND II HAS RECEIVED AN OPINION OF COUNSEL
SATISFACTORY TO IT THAT SUCH TRANSFER DOES NOT REQUIRE REGISTRATION AND
QUALIFICATION. THE TRANSFERABILITY OF THE LIMITED PARTNER INTERESTS IS
RESTRICTED PURSUANT TO THE TERMS OF THE LIMITED PARTNERSHIP AGREEMENT OF
FUND II, AS INDICATED IN THIS MEMORANDUM, AND IT IS NOT ANTICIPATED THAT THERE
WILL BE A MARKET FOR THE LIMITED PARTNER INTERESTS.
THE LIMITED PARTNER INTERESTS ARE SPECULATIVE SECURITIES, AND THIS

OFFERING INVOLVES SUBSTANTIAL RISKS AND CERTAIN MATERIAL CONFLICTS OF
INTEREST (SEE “RISK FACTORS” AND “POTENTIAL CONFLICTS OF INTEREST”) AND SHOULD
BE CONSIDERED ONLY BY THOSE PERSONS WHO CAN AFFORD THE RISK OF LOSS OF THEIR
ENTIRE INVESTMENT.
NO OFFERING LITERATURE OR ADVERTISING IN ANY FORM SHALL BE EMPLOYED

WITH RESPECT TO THE OFFERING OF THE LIMITED PARTNER INTERESTS, EXCEPT THE
INFORMATION CONTAINED HEREIN. ANY AND ALL LITERATURE, OTHER THAN THIS
MEMORANDUM RECEIVED BY ANY INVESTOR, WHETHER OR NOT AT THE BEHEST OF FUND
II, SHALL BE DISREGARDED AND SHALL HAVE NO FORCE OR EFFECT.
THE LIMITED PARTNER INTERESTS MAY BE PURCHASED SOLELY BY ELIGIBLE

PURCHASERS, AS DESCRIBED HEREIN, SUBJECT TO PRIOR SALE, WITHDRAWAL,
CANCELLATION OR MODIFICATION OF THE OFFERING WITHOUT NOTICE, AND ACCEPTANCE
OF THE SUBSCRIPTION DOCUMENTS AND CERTAIN FURTHER CONDITIONS. FUND II
RESERVES THE RIGHT TO WITHDRAW, CANCEL OR MODIFY SUCH OFFERING AND TO REJECT
SUBSCRIPTIONS IN WHOLE OR IN PART FOR THE PURCHASE OF ANY OF THE LIMITED
PARTNER INTERESTS OFFERED. IN ADDITION, THE RIGHT IS RESERVED TO CANCEL ANY
SALE IF SUCH SALE, IN THE OPINION OF FUND II OR ITS GENERAL PARTNER, WOULD
VIOLATE FEDERAL OR STATE SECURITIES LAWS.
OFFEREES AND SUBSCRIBERS ARE URGED TO READ THIS MEMORANDUM

CAREFULLY. ALL OFFEREES AND SUBSCRIBERS WILL BE OFFERED AN OPPORTUNITY TO
TALK WITH MANAGEMENT OF FUND II TO VERIFY ANY OF THE INFORMATION
INCLUDED HEREIN AND TO OBTAIN ADDITIONAL INFORMATION REGARDING FUND II. THIS
MEMORANDUM CONTAINS SUMMARIES OF CERTAIN DOCUMENTS. ADDITIONAL
MATERIALS WILL BE MADE AVAILABLE TO PROSPECTIVE INVESTORS FOR INSPECTION
DURING NORMAL BUSINESS HOURS UPON REASONABLE REQUEST TO FUND II OR ITS
GENERAL PARTNER.
THIS MEMORANDUM (TOGETHER WITH ANY AMENDMENTS OR SUPPLEMENTS

AND ANY OTHER INFORMATION THAT MAY BE FURNISHED TO PROSPECTIVE
INVESTORS BY FUND II) INCLUDES OR MAY INCLUDE CERTAIN STATEMENTS,
ESTIMATES AND FORWARD-LOOKING PROJECTIONS OF FUND II WITH RESPECT TO THE
ANTICIPATED FUTURE PERFORMANCE OF FUND II. SUCH STATEMENTS, ESTIMATES AND
D-BP Cap Fund II PPM 1105.doc ii

FORWARD-LOOKING PROJECTIONS REFLECT VARIOUS ASSUMPTIONS OF MANAGEMENT
THAT MAY OR MAY NOT PROVE TO BE CORRECT AND INVOLVE VARIOUS RISKS AND
UNCERTAINTIES.
THE DELIVERY OF THIS MEMORANDUM OR MATERIALS AVAILABLE UPON REQUEST

AT ANY TIME DOES NOT IMPLY THAT THERE HAS BEEN NO CHANGE IN THE INFORMATION
SINCE THE DATE HEREOF.
EXCEPT AS DISCUSSED HEREIN, NO PERSON HAS BEEN AUTHORIZED BY FUND II TO

GIVE ANY INFORMATION OR TO MAKE ANY REPRESENTATION CONCERNING FUND II OTHER
THAN THOSE CONTAINED IN THIS MEMORANDUM IN CONNECTION WITH THE OFFERING
DESCRIBED HEREIN, AND IF GIVEN OR MADE, SUCH OTHER INFORMATION OR
REPRESENTATION MUST NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED BY FUND II.
NO STATEMENT CONTAINED HEREIN WILL BE DEEMED TO MODIFY, SUPPLEMENT OR
CONSTRUE IN ANY WAY THE PROVISIONS OF ANY DOCUMENT ATTACHED HERETO AS AN
EXHIBIT OR ANY OF THE LANGUAGE CONTAINED THEREIN, AND ANY STATEMENT MADE
HEREIN WITH RESPECT TO ANY SUCH DOCUMENT IS QUALIFIED BY REFERENCE THERETO.
THE INVESTOR IS NOT TO CONSTRUE THE CONTENTS OF THIS MEMORANDUM OR OF

ANY PRIOR OR SUBSEQUENT COMMUNICATIONS FROM FUND II OR ANY OF ITS EMPLOYEES
OR AFFILIATES AS INVESTMENT, LEGAL OR TAX ADVICE. THE INVESTOR SHOULD CONSULT
ITS OWN COUNSEL, ACCOUNTANT AND OTHER PROFESSIONAL ADVISORS AS TO LEGAL,
TAX AND OTHER RELATED MATTERS CONCERNING ITS INVESTMENT.
IN MAKING AN INVESTMENT DECISION, INVESTORS MUST RELY ON THEIR OWN

EXAMINATION OF FUND II AND THE TERMS OF THE OFFERING, INCLUDING THE MERITS AND
RISKS INVOLVED.
For Florida Residents Only:
THE SECURITIES BEING OFFERED HAVE NOT BEEN REGISTERED WITH THE FLORIDA
DIVISION OF SECURITIES. IF SALES ARE MADE TO FIVE OR MORE FLORIDA PURCHASERS,
EACH SALE IS VOIDABLE BY THE PURCHASER WITHIN THREE (3) DAYS AFTER THE FIRST
TENDER OF CONSIDERATION IS MADE BY SUCH PURCHASER TO THE ISSUER, AN AGENT OF
THE ISSUER OR AN ESCROW AGENT OR WITHIN THREE (3) DAYS AFTER AVAILABILITY OF
THAT PRIVILEGE IS COMMUNICATED TO SUCH PURCHASER, WHICHEVER OCCURS LATER.
For New Hampshire Residents Only:
NEITHER THE FACT THAT A REGISTRATION STATEMENT OR AN APPLICATION FOR A

LICENSE HAS BEEN FILED WITH THE STATE OF NEW HAMPSHIRE NOR THE FACT THAT A
SECURITY IS EFFECTIVELY REGISTERED OR A PERSON IS LICENSED IN THE STATE OF NEW
HAMPSHIRE CONSTITUTES A FINDING BY THE NEW HAMPSHIRE SECRETARY OF STATE
THAT ANY DOCUMENT FILED UNDER NEW HAMPSHIRE RSA 421-B IS TRUE, COMPLETE AND
NOT MISLEADING. NEITHER ANY SUCH FACT NOR THE FACT THAT AN EXEMPTION OR
EXCEPTION IS AVAILABLE FOR A SECURITY OR A TRANSACTION MEANS THAT THE NEW
HAMPSHIRE SECRETARY OF STATE HAS PASSED IN ANY WAY UPON THE MERITS OR
QUALIFICATIONS OF, OR RECOMMENDED OR GIVEN APPROVAL TO, ANY PERSON,
SECURITY, OR TRANSACTION. IT IS UNLAWFUL TO MAKE, OR CAUSE TO BE MADE, TO ANY
D-BP Cap Fund II PPM 1105.doc iii

PROSPECTIVE PURCHASER, CUSTOMER, OR CLIENT ANY REPRESENTATION INCONSISTENT
WITH THE PROVISIONS OF THIS PARAGRAPH.
For Pennsylvania Residents Only:
EACH PERSON WHO ACCEPTS AN OFFER TO PURCHASE THE SECURITIES OFFERED

HEREBY HAS A RIGHT TO WITHDRAW HIS, HER OR ITS ACCEPTANCE PURSUANT TO SECTION
207(m) OF THE PENNSYLVANIA SECURITIES ACT OF 1972 (70 P.S. §1-207(m)). SUCH PERSON
MAY ELECT, WITHIN TWO (2) BUSINESS DAYS FROM THE DATE OF RECEIPT BY THE ISSUER
OF HIS, HER OR ITS WRITTEN BINDING CONTRACT OF PURCHASE (OR IN THE CASE OF A
TRANSACTION IN WHICH THERE IS NO BINDING CONTRACT TO PURCHASE, WITHIN TWO (2)
BUSINESS DAYS AFTER HE MAKES THE INITIAL PAYMENT FOR THE SECURITIES), TO
WITHDRAW FROM HIS, HER OR ITS PURCHASE AGREEMENT AND RECEIVE A FULL REFUND
OF ALL MONIES PAID. SUCH A WITHDRAWAL WILL BE WITHOUT ANY FURTHER LIABILITY
TO ANY PERSON. TO ACCOMPLISH THIS WITHDRAWAL, A LETTER OR TELEGRAM
SHOULD BE SENT TO BP CAPITAL ENERGY EQUITY FUND II, L.P., 260 PRESTON COMMONS
WEST, 8117 PRESTON ROAD, DALLAS, TEXAS 75225, INDICATING THE INTENTION TO
WITHDRAW. SUCH LETTER OR TELEGRAM SHOULD BE SENT AND POSTMARKED PRIOR TO
THE END OF THE AFOREMENTIONED SECOND BUSINESS DAY.
____________________
D-BP Cap Fund II PPM 1105.doc iv

TABLE OF CONTENTS
SUMMARY OF PRINCIPAL TERMS .......................................................................................................... 1
ELIGIBILITY REQUIREMENTS ................................................................................................................. 7
RISK FACTORS ............................................................................................................................................ 10
BUSINESS...................................................................................................................................................... 16
MANAGEMENT............................................................................................................................................ 19
POTENTIAL CONFLICTS OF INTEREST .................................................................................................. 24
CERTAIN ERISA, TAX AND REGULATORY MATTERS ....................................................................... 25
ACCOUNTING AND REPORTING ............................................................................................................. 27
USA PATRIOT ACT COMPLIANCE........................................................................................................... 28
GENERAL INFORMATION ......................................................................................................................... 29
APPENDIX I AMENDED AND RESTATED LIMITED PARTNERSHIP AGREEMENT OF

APPENDIX II AMENDED AND RESTATED LIMITED PARTNERSHIP AGREEMENT OF

APPENDIX III SUMMARY FINANCIAL INFORMATION (TO BE PROVIDED

SEPARATELY)
APPENDIX IV SUBSCRIPTION DOCUMENTS (TO BE PROVIDED SEPARATELY)
D-BP Cap Fund II PPM 1105.doc v

7.3.
7.3. Determination 0f
Determination of Taxable Items. All
Taxable Items. All items
items of
0f income,
income, expense,
expense, gain,
gain, loss, deduction,
loss, deduction,
and credit of the
credit 0f the Partnership shall be determined
Partnership shall with respect
determined with respect to, and allocated
t0, and allocated in accordance with
in accordance with this
this
Agreement for, each Partner
for, each Partner for
for each Fiscal
Fiscal Year.
Year.
7.4.
7.4. Tax Returns
Returns andand Information.
Information. The Partners intend for
Partners intend for the Partnership t0
the Partnership to be
be treated,
treated, for
for
federal, state,
federal, and local
state, and local and other
other income
income and
and franchise tax purposes,
franchise tax purposes, asas a
a partnership.
partnership. With respect to
respect to
each Fiscal
each Fiscal Year,
Year, the
the Managing General PartnerPartner shall
shall cause the Accountant
cause the Accountant to t0 prepare
prepare as as soon asas
practicable all
practicable all federal, state, local
federal, state, and other
local and other income and other
other tax
tax returns
returns that
that the
the Partnership
Partnership is required
is required
to file
to file and
and shall
shall furnish
furnish aa copy
copy t0to the
the Partners, together with
Partners, together with aa copy
copy of the Form K-1
of the K—l for
for each
each Partner
Partner and
any other
any other information that any
information that any Limited
Limited Partner reasonably requests
Partner reasonably requests relating thereto, no later
relating thereto, than fifteen
later than fifteen
(15) days
(15) days before
before the date, computed
the date, computed without regard to
without regard permitted extensions,
t0 permitted extensions, that such
that such returns
returns must be be
filed without incurring
filed without incurring interest or penalty.
interest or penalty.
77.5.
.5. Tax Matters 3 afiner. The Managing General
Matters Partner.
m’T
Partner is
General Partner is the
the tax matters partner
tax matters partner of
of the
the
Partnership pursuant to
Partnership pursuant to Code Section
action 6231
623 1 ((a)(7).
a)(7).
7.6.
7.6. Bank Accounts.
Bank All funds
Accounts. All funds of
0f the Partnership shall
the Partnership shall bc
be deposited
deposited in its name in
in its an account
in an account
or accounts
0r accounts maintained
maintained in an insured,
in an insured, commercial financial
financial institution,
institution, as
as determined
determined by the Managing
by the
General Partner.
Partner. The funds of the
funds of the Partnership
Partnership shall
shall not be cornmingled
not be commingled with thethe funds
funds of any other
of any other
Person. Checks may be drawn on the
Person. the account
account or accounts of
or accounts 0f the Partnership only
the Partnership only for the purposes
for the purposes of
of the
the
Partnership
Partnership and shall
shall be signed
signed by
by the Managing
the Marla mg General
General Partner
Partner or by its
or by its duly
duly authorized
uthorized ‘
representatives.
representatives.
7.7.
7.7. Partnership Registrar.
Partnership Registrar.
(a)(a) The Managing General Partner shali

General Partner keep (0r
shall kccp (or cause to be
cause t0 kept in
be kept accordance
in accordance
with Section
with Section 11 of the
11 0f the Act)
Act) at
at the registered office
the registered office of the Partnership
of the Partnership or
or such other place
such other place determined
determined byby it
it
a register
a (a "Register")
register (a containing such
“Register”) containing such particulars related t0
particulars related to each
each Partner
Partner as
as it
it may deem appropriate;
appropriate;
provided, however,
provided, however, thethe following
following particulars
particulars shall
shall be recorded:
recorded:
(i)
(i) The name and address
address 0f
of each
each Partner
Partner and the
the amount and date of each
date 0f
subscription;
subscription;
(ii)
(ii) The Limited
Limited Partner Interest held
Partner Interest held by
by each Limited Partner; and
Limited Partner; and
(iii)
(iii) amount and date
The amount of any
date of redemption.
any redemption.
(b)
(b) The Register
Register shall
shall be
be kept
kept in such manner as
in such as to
to show at
at all
all times the Partners
times the Partners for
for
the time
the time being
being and thc
the Partnership Interests respectively
Partnership Interests respectively held
held by them.
by them.
(c)
(c) The Managing General
General Partner close the
Partner may close the Register
Register for any time
for any time 0r
or times not
times not
exceeding in
exceeding in the
the aggregate
aggregate thirty (30) days
thirty (30) each calendar
days each year.
calendar year.
((d)
d) The Managing Genera]
General Partner
Partner shall
shall also
also maintain
maintain or cause t0
0r cause to be maintained
maintained at
at
the registered
the office aa register
registered office register of
of mortgages
mortgages of
of Partnership
Partnership Interests in accordance
Interests in accordance with Section 77 of
with Section of the
the
Act.
Act.
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1, 2007) LPA BP Capital
Capital Energy
Energy Equity
Equity Fund Mastcr
Master II, L.P .. DOC
L.P‘DOC
l'I,
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ARTICLES
ARTICLE 8
8.1.
8. 1. General
General Partners.
Partners.
(a)
(a) Transfers.
Transfers. Without
Without the
the Approval
Approval 0f of the Limited Partners,
the Limited Partners, aa General
General Partner
Partner shall
shall
not have thethe right
right to
to assign,
assign, pledge
pledge or
or otherwise
otherwise transfer
transfer itsits interest
interest asas aa general partner of
general partner the
of the
Partnership; provided, however,
Partnership; provided, without the
however, without the Approval
Approval of the Limited
of the Limited Partners,
Partners, aa General Partner may
General Partner may bebe
reconstituted as
reconstituted as a a corporation,
corporation, limited
partnership, limited
limited liability
liability company
company or or other
other form
form ofof entity
entity so
so
long
long asas such
such reconstitution
reconstitution does
does notnot have
have adverse
adverse taxtax consequences
consequences for for the
the Limited Partners and
Limited Partners and the
the
Partnership receives
Partnership receives anan opinion
opinion of 0f counsel
counsel tot0 such
such effect
effect (any
(any such reconstituted entity
such reconstituted being deemed to
entity being t0
be aa General
be General Partner
Partner for all purposes
for all purposes hereof).
hereof). JnIn the
the event
event of0f an
an assignment
assignment or 0r other
other transfer
transfer of
0f all
all of
0f its
its
interest
interest as
as a
a general
general partner
partner ofof the
the Partnership
Partnership in in accordance
accordance with with this
this Section
Section 8.l(a),
841ml, its
its Assignee
Assignee or or
transferee
transferee shall
shaH be substituted
substituted inin its
its place
place as
as general partner of
general partner 0f the Partnership and
the Partnership and immediately
immediately thereafter
thereafter
that
that General
General Partner
Partner shall
shall withdraw
withdraw as as a
a general
general partner
partner 0fof the Partnership.
the Partnership.
(b)
(b) Replacement.
Replacement. Each General
General Partner
Partner shall
shall serve
serve in
in such
such capacity
capacity unless
unless and
and until
until
replaced
replaced pursuant
pursuant to t0 this
this Agreement.
Agreement. Jn In the
the event
event of
of the
the liquidation,
liquidation, dissolution,
dissolution, Bankruptcy,
Bankruptcy, withdrawal
withdrawal
or
0r disability
disability of any Person
of any Person herein
herein or
0r hereafter
hereafter named as a General
as a General Partner,
Palmer, thethe Partners,
Partners, if
if no General
General
Partner
Partner remains,
remains, shall shall appoint
appoint a successor General Partner
a successor General Partner who must must bebe (i)
(i) Approved by by the
the Limited
Limited
Partners,
Partners, a..Tld
and (ii)(ii) comply with all
comply with all filing
filing requirements applicable to
requirements applicable t0 a
a general
general partner
partner of
of a
a Cayman Islands
Islands
exempted limited
limited partnership
partnership under
under Cayman Islands
Islands laws,
laws, if any.
if any.
8.2.
8.2. Limited
Limited Partners.
Partners.
(a)
(a) A Limited Partner may
Limited Partner may not
not assign
assign or
0r otherwise
otherwise transfer
transfer its
its Partnership
Fannership Interest
Interest in
in
whole or
or in
in part
part to
t0 any
any Person
Person (an “Assignee”) except
(an "Assignee") except by
by operation
operation of
0f law,
law, without
without the
the prior
prior written
written
consent
consent of
0f the
the Managing
Managing General
General Partner.
Partner.
(b)
(b) Notwithstanding Section
Notwithstanding Section 8.2(a),
8.2gag, no n0 Assignee
Assignec of0f aa Partnership
Partnership Interest
Interest of0f a a
Limited Partner
Partner may be be admitted
admitted asas a
a substitute
substitute Limited
Limited Partner
Partner in
in the
the Partnership
Partnership (a(a "Substitute
“Substitute Limited
Partner") without
Partner”) without thethe consent
consent of
0f the
General Partner,
Partner, which
Which consent
consent may be be given
given or
0r withheld
withheld
in
in its
its sole and absolute
sole and discretion. An Assignee
absolute discretion. Assignee of of a Partnership Interest
a Partnership Interest that
that is
is not
not admitted
admitted as as aa
Substitute
Substitute Limited
Limited Partner shall be
Partner shall be entitled
entitled only
only tot0 allocations and Distributions
allocations and Distributions with
with respect
respect to to that
that
Partnership
Interest and
and shall
shall have
have nono rights
rights to
t0 vote
vote that
that Partnership Interest or
Partnership Interest or to
to receive
receive anyany information
information
or
or accounting
accounting ofof the affairs of
the affairs of the
the Partnership
Partnership and and shall
shall not
not have
have any
any of
0f the
the other
other rights of
rights of a a Partner
Partner
pursuant to
pursuant to this
this Agreement.
Agreement. The GeneralGeneral Partner
Palmer shall
shall update
update the
the Register
Register of
of the
the Partnership
Partnership to to reflect
reflect
the admission
the admission 0fof aa Substitute Limited Partner
Substitute Limited Partner inin the
the Partnership.
Partnership.
((c)
c) The Managing GeneralGeneral Partner
Partner shall prohibit any
shall prohibit any assignment,
assignment, transfer
transfer or
or
substitution
substitution (and
(and shall
shall not
not recognize
recognize any
any such
such assignment,
transfer or
or substitution)
substitution) if
if the
the Managing
General Partner
Partner reasonably believes that
reasonably believes that such
such assignment,
transfer or
0r substitution
substitution would not
not be within
within
(or
(or would cause
cause thethe Partnership
Partnership to to fail
fail to
t0 qualify
qualify for)
for) one
onc or
or more ofof the
the safe
safe harbors
harbors described
described in
in
paragraphs
paragraphs (e), (f), (g), (h),
(e), (f), (g), (h), or
or (j)
(i) of
of Treasury
Regulations Section
Section 1.7704-1
1.7704-1 or
or otherwise
otherwise poses
poses a
a material
material
risk
risk that
that the
the Partnership
Partnership will
will be
be treated
treated as
as aa "publicly
“publicly traded partnership" within
traded partnership” Within the
the meaning ofof Code
Section
Section 7704 andand the Treasury Regulations
thc Treasury promulgated thereunder.
Regulations promulgated thereunder.
((d)
d) Any attempted
attempted assignment
assignment or substitution not
0r substitution not made in accordance with
in accordance with this
this
Section
Section 8.2
8.2 shall
shall be
be null
null and void.
void.
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Energy Equity
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Master II, LPHDOC
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8.3.
8.3. Legend.
Legend. Each Partner
Partner hereby
hereby agrees
agrees that
that a
a legend may be placed
legend may placed on
0n any
any counterpart
counterpart ofof
this Agreement or
this Agreement any other
or any other document
document or 0r instrument
instrument evidencing ownership of
evidencing ownership of Partnership
Partnership Interests that is
Interests that is
the same or
the or substantially similar to
substantially similar to the legend on
thc legend the cover
0n the cover of
0f this Agreement.
this Agreement.
8.4.
8.4. Basis Adjustment.
Basis Adjustment. On thethe transfer
transfer of all or
of all or part
part of
of aa Partnership
Partnership Interest,
Interest, at
at the
the request
request
of
of the
the transferee
transferee thereof, the Managing General
thereof, the Partner may cause
General Partner the Partnership
cause the Partnership to
t0 elect,
elect, pursuant to
pursuant to
Code Section
Section 754 or the corresponding
or the corresponding provisions
provisions of subsequent law,
of subsequent law, to adjust the
to adjust the tax
tax basis
basis of
of the
the
properties
properties of the Partnership
of the Partnership asas provided
provided by
by Code Sections and 743.
Sections 734 and 743.
8.5.
Permitted Withdrawals.
(a) (a) Subject to

Subject to the
the consent
consent of the Managing General
of the Partner, each Limited
General Partner, Limited Partner
Partner
will
will be permitted
be permitted to make aa complete
to complete or0r a
a partial withdrawal 0f
partial withdrawal of that Limited Pannar’s
that Limited Partner's Capital
Capital Account
(a "Withdrawal")
(a “‘v’v’iihdmwal”) as
as of the close
0f the of business
Close 0f on t‘nc
business 0n the 1ast
last Business
Business Day
Day of each caiendar
0f each calendar quarter; provided,
quarter; provided,
however, the
however, the Managing General
General Partner
Partner shall
shall permit
permit Withdrawals
Withdrawals byby any
any Feeder Fund to facilitate any
to facilitate any
Feeder Investor’s
Feeder Investor's withdrawals
withdrawals from that Feeder Funds.
that Feeder Funds.
(b)
Each General
(b) General Partner,
Partner, the
the Special
Special Limited Partner, or
Limited Partner, or any
any Limited Partner
Partner that
that is
is
an Affiliate
an Affiliate of the General
of the Partner
General Partner may make aa partial
partial Withdrawal of its
Withdrawal of Capital Account without
its Capital Account notice
without notice
to the Limited
t0 the Limited Partners at any
Partners at any timeA
time.
8.6.
8.6. Required Withdrawals. The
Required Withdrawals. The Managing General
General Partner
Partner may redeem all,
all, but not less
but not than
less than
all,
all, of
of the Partnership Interest
the Pannership Interest of any Partner
of any Partner at
at the end of
thc cnd any Fiscal
of any Fiscal Period
Period thereby
thereby terminating such
terminating such
Limited Partner’s
Limited Partner's interest in the
interest in the Pannership.
Partnership.
8.7.
8.7. Effective Date
Effective Date of
of Withdrawai. Capital Account
Withdrawal. The Capital Account of
0f aa withdrawing Partner
Partner shall
shall be
be
determined as
determined as of
of the
the effective
effective date of that
date 0f that Partner's
Partner’s Withdrawal.
Withdrawal. For purposes
purposes of0f this
this Section 8.7, the
Section 8.7, the
effective date
effective date of
0f a
a Partner's
Partner’s Withdrawal shall
shall mean,
mean, as the case
as the case may be,
be, the last day
the last day of
0f the Fiscal Period
the Fiscal
(i) in which
(i) in which the Partner ceases
the Partner ceases to
to be
be aa Palmer
Partner pursuant
pursuant to Section 8.5
to Section or (ii)
8.5 or (ii) that
that coincides
coincides with the date
with the date
specified
specified in
in the
the written
written notice referred to
notice referred t0 in
in the
the second sentence of
second sentence of Section
Section 8,6 if the
8.6 if the Palmer
Partner shall be
shall be
required to
required to Withdraw from the
the Partnership
Partnership pursuant
pursuant thereto.
thereto.
8.8.
8.8‘ Limitations on
Limitations Withdrawal.
on Withdrawal. The right
right 0f
of any
any Partner
Partner oror his legal representative
his legal representative to t0
receive Distributions
receive Distributions or
or withdraw
withdraw all or any ponion
0r any
allportion of the Capital
of the Account of
Capital Account of the
the Partner is subject
Partner is to thc
subject t0 the
provision by the
provision by the Managing
Managing General
General Partner
Partner for all Partnership
for all Paltnership liabilities in accordance
liabilities in accordance with
with all
all
provisions
provisions of
of the Act and
the Act and other
other applicable
applicable law and for
law and for reserves
reserves for
for contingencies
contingencies and and estimated accrued
estimated accrued
expenses. The unused
expenses. unused portion
portion of
0f any reserve shall
any reserve be distributed
shall be distributed after
after the
Partner
shall have
shall have determined
determined that
that the
the need
need therefor shall have ceased.
therefor shall ceased.
ARTICLE 9
ARTICLE9
DISSOLUTION
99.1.
.1. Causes.
Causes.
(a)
(a) The Partnership
The shall be dissolved
Partnership shall dissolved on the
the first
first to
to occur of any
occur of any of
of the
the following
following
events,
events, and
and each
each Partner hereby expressly
Partner hereby expressly waives
waives any right that
any right that it might otherwise
it might otherwise have to
t0 dissolve
dissolve the
the
Partnership:
Partnership:
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1, 2007)
2007) A&R LPA BP
Br Capital
Capital Energy Equity Fund Master
Energy Equity Master 11,
H, L.P .. DOC
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(i)
(i) Bankruptcy, receivership,
The Bankruptcy, receivership, dissolution, retirement, resignation,
dissolution, retirement, resignation,
complete Withdrawal
complete Withdrawal 0ror any
any other
other occurrence
occurrence that
that would
would legally disqualify
legally disqualify the
the last remaining General
last remaining
Partner from acting
Partner acting under this Agreement and
under this the failure
and the failure to obtain aa successor
t0 obtain successor General
General Partner
Palmer asas
.
provided
provided in
in Section
Section 8.l(c); and
8.1m); and
(ii)
(ii) The Act so requires and
so requires the requirement
and the requirement is
is not
not validly
validly varied by this
varied by this
Agreement.
Agreement.
(b)
(b) Except
Except as as otherwise provided herein,
otherwise provided heroin, nothing
nothing contained
contained in this Section
in this Section 9.1
9 .1 is
is
intended
intended to permit aa Partner
t0 permit Partner t0
to dissolve the Partnership
dissolve the Partnership at will (by
at Will (by retirement,
retirement, resignation,
resignation, withdrawal
withdrawal or
0r
otherwise),
otherwise), or to exonerate
or to exonerate a a Partner
Partner from liability to the
liability t0 Partnership and the
the Partnership the remaining
remaining Partners
Partners if
if it
it
dissolves the Partnership

dissolves the Partnership at at will.
will. An unpermitted
unpermitted dissolution
dissolution at will of
at will of the Partnership is
the Partnership is in
in
contravention of
contravention of this
this Agreement forfor purposes
purposes ofof the
the Act.
Act.
9.2.
9.2. Reconstitution. If
Reconstitution. If dissolution
dissolution of the Partnership
of the Partnership results
results from the
thc occurrence
occurrence ofof an event
event
described in
described in Section
Section 9. l(a), then
9.15a1, then the
the Partnership
Partnership may be be reconstituted
reconstituted and its business
and its business continued pursuant
continued pursuant
to the
t0 the Act,
Act, with
with aa new General Partner to
General Partner t0 be
be admitted
admitted as provided in
as provided in Section
Section 8.l(c).
8.1m). IfIf reconstitution
reconstitution isis
completed, an
completed, appropriate amendment to
an appropriate t0 this
this Agreement and, and, if
if necessary,
necessary, t0 to the
the Certificate shall be
Certificate shall
executed and,
executed and, in the case
in the case 0f
of the
the Certificate,
Certificate, if
if necessary,
necessary, appropriately
appropriately filed of record.
filed of record. The rights
rights 0f
of the
the
remaining
remaining Partners
Partners after
after reconstitution,
reconstitution, and the rights and
the rights liabilities of
and liabilities of any Partner that
any Partner that wrongfully
wrongfully
dissolves
dissolves the
the Partnership
Partnership inin contravention
contravention ofof this Agreement, shall
t ‘is Agreemen shall be
,be as provided
as pr Vided for under
0r un er the laws of
the laws of
the
the Cayman Islands.
Islands.
9.3.
9.3. Interim
Interim Manager.
Manager. If the Partnership
If the Partnership is is dissolved as aa result
dissolved as of an
result of an event described in
event described in
Section
Section 9.l(a), an interim
9.1(a1, an manager of
interim manager of the
the Partnership
Partnership may be be appointed
appointed byby Approval
Approval of the Limited
of the Limited
Partners, who shall
Partners, have and
shall have and may
may exercise ail the
exercise all the rights,
rights, powers
powers and
and duties of aa General
duties of General Partner
Partner under
under
this Agreement,
this until (i) the
Agreement, until the new General
('1) General Partner
Partner isis elected
elected pursuant
pursuant to
to Section
Section 8.l(c),
8.1m), if
if the
the Partnership
Partnership
is
is reconstituted,
reconstituted, or0r (ii) the Liquidator
(ii) the Liquidator is
is appointed pursuant to
appointed pursuant t0 Section
Section 10.1,
10.1, if
if the Partnership is
the Fannership is not
not
reconstituted.
reconstituted.
ARTICLE10
ARTICLE 10
WINDING UP AND TERMINATION
10.1.
10.1. General.
General.
(a)
(a) Selection
Selection of Liquidator. If
of Liguidator. If the
the Partnership
Partnership isis dissolved and is
dissolved and is not reconstituted,
not reconstituted,
then the
then the Managing General
General Partner
Partner (or
(0r if the Managing
if the Managing General Partner has
General Partner has retired, resigned 0r
retired, resigned or
withdrawn, 0r
withdrawn, or is
is in
in Bankruptcy,
Bankruptcy, any
any remaining
remaining General Partner, or
General Partner, or if
if there
there are no other
are no other General
General Partners
Partners
or if
or if aH
all remaining
remaining General
General Partners suffer one
Partners suffer one 0f of the
the foregoing,
foregoing, then
then aa liquidator
liquidator or liquidating
or liquidating
committee
committee selected
selected by Approval of
by Approval the Limited
of the Limited Partners)
Partners) shall begin t0
shall begin to wind up the affairs 0f
the affairs of the
the
Partnership and t0
Partnership and to liquidate
liquidate and
and sell
sell its assets, all
its assets, all pursuant
pursuant to the Act.
t0 the ActA The Person
Person conducting the the
liquidation in
liquidation in accordance with the
accordance With the foregoing
foregoing sentence
sentence isis herein
herein referred
referred to
to as
as the
the "Liquidator."
“Liquidator.”
(b)
(b) Duties and
Duties and Qualifications.
Qualifications. The Liquidator (if other
Liquidator (if other than
than aa General Partner) shall
General Partner) shall
have sufficient
have business expertise
sufficient business expertise and competence t0 to conduct the
the winding
winding up and termination of the
termination of the
Partnership
Partnership and,
and, in
in the
the course thereof, to
course thereof, cause the
t0 cause the Partnership to perform
Partnership t0 perform anyany existing or future
existing or future
contractual obligations
contractual obligations of the Partnership.
of the Partnership. The Liquidator, subject to
Liquidator, subject the Approval
to the Approval of 0f the
the Limited
Limited
Partners,
Partners, shall
shall determine the time,
determine the time, manner and terms
terms of
of any
any sale
sale or
0r sales
sales of
0f property
property ofof the Partnership in
the Partnership in
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liquidation, having due
liquidation, having regard to
due regard the activity
t0 the activity and condition of the
condition 0f relevant market
the relevant market and general
general financial
financial
and economic
economic conditions.
conditions.
((c)
c) Compensation. The Liquidator
Compensation. is entitled
Liquidator is entitled to receive reasonable
to receive reasonable compensation
compensation
for
for its services,
its as agreed
services, as agreed upon
upon by
by the
the Liquidator
Liquidator and
and Approved byby the Limited Partners.
the Limited Partners.
(d)
(d) Resignation,
Resignation Removal,
Removal Succession. Liquidator may resign
Succession. The Liquidator resign atat any time by
any time by
giving fifteen
giving (15) days'
fifteen (15) prior written
days’ prior notice and
written notice and be removed at
may be at any
any time,
time, with
with or
or without cause, by
without cause, by
written notice
written notice of removal Approved by
of removal by the Limited Partners.
the Limited Partners. On the
the death,
death, dissolution, removal or
dissolution, removal 0r
resignation of
resignation of the
the Liquidator,
Liquidator, a a successor and substitute
successor and substitute Liquidator
Liquidator (who
(who shall
shall have
have and succeed t0
and succeed to all
all the
the
rights, powers
rights, powers and and duties
duties of the original
0f the original Liquidator)
Liquidator) will,
will, within thirty (30)
within thirty (30) days
days thereafter, be appointed
thereafter, be appointed
by
by Approval of
0f the Limited
the Lirnited Partners,
Partners, evidenced
evidenced by written appointment
by written appointment and and acceptance.
acceptance. The right to
right to
appoint aa successor
appoint successor substitute
substitute Liquidator
Liquidator in the manner provided
in the provided herein
herein shall
shall be
be recurring
recurring and continuing
continuing
for
for so
so long
long asas the
the functions
functions and and services
services of 0f the
the Liquidator
Liquidator are are authorized
authorized to to continue
continue under
under this
this
Agreement,
Agreement, and and every reference herein
every reference herein to
to the
the "Liquidator" refers also
“Liquidator” refers also toto any
any successor
successor or substitute
0r substitute
Liquidator
Liquidator appointed
appointed in in the manner herein
the manner herein provided.
provided. The Liquidator
Liquidator has has and may exercise,
exercise, without
without
further authorization
further authorization 0r or consent
consent of 0f any of the
any of the parties
parties hereto
hereto 0ror their
their legal
representatives 0r or successors
successors in in
interest, all
interest, all 0f
of the powers conferred
the powers conferred byby this
this Agreement upon a a General Partner t0
General Partner to the
the extent
extent necessary
necessary 0r or
desirable in
desirable in the
the good faith judgment of
faith judgment the Liquidator
of the Liquidator to perform its
t0 perform duties and
its duties and functions.
functions. The
Liquidator is
Liquidator is not
not liable
liable as
as aa General
General Partner
Partner hereunder,
hereunder, to the Limited
to the Limited Partners
Partners oror t0
to third
third party
party creditors.
creditors.
10.2.
10.2. Court Appointment
Court Appointment of
0f Liquidator.
Liquidator. If, within thirty
If, within thirty (30)
(30) days after the
days after the date
date of dissolution
of dissolution
or other
0r other time period provided
time period provided in
in Section
Section 10.1, a Liquidator
10.1, a Liquidator or
0r successor
successor Liquidator has not
Liquidator has not been
appointed in
appointed in the
the manner provided
provided therein,
therein, then any Limited
then any Partner or
Limited Partner the Managing General
or the General Partner
Partner
may make application
application to the then
to the then senior
senior United
United States Federal District
States Federal District Judge (in
(in his judicial capacity)
his judicial capacity) for
for
the Federal
the Federal -District in Dallas,
-District in Texas, for
Dallas, Texas, appointment 0f
for appointment of the
the Liquidator
Liquidator or
0r successor Liquidator,
successor Liquidator, and
and that
that
judge, acting
judge, acting as an individual
as an individual and not
not in
in his judicial capacity,
his judicial capacity, shall be fully
shali b0 fully authorized
authorized and empowered t0 to
appoint and designate
appoint designate the Liquidator or
the Liquidator or successor Liquidator, who shall
successor Liquidator, shall have
have the powers, duties,
thc powers, duties, rights
rights
and
and authorities
authon‘ties of the Liquidator
0f the Liquidator herein
herein provided.
provided.
10.3.
10.3. Liquidation.
Liguidation.
(a)
(a) In winding up and terminating
In winding the business
terminating the business and affairs
affairs of
0f the Partnership, its
thc Partnership, its
assets (other
assets (other than cash) shall
than cash) be sold
shall be sold at
at the
the discretion
discretion of the Liquidator,
0f the Liquidator, its liabilities and
its liabilities and obligations
obligations to
to
creditors
creditors and all
all expenses incurred in
expenses incurred in its
its liquidation
liquidation shall
shall be
be paid, and all
paid, and all resulting items of
resulting items income, gain,
of income, gain,
loss or
loss deduction of
0r deduction the Partnership
0f the Partnership shall
shall be credited 0r
be credited or charged
charged t0to the
the Capital
Capital Accounts of of the
the Partners
Partners
in
in accordance
accordance with
with Article 4. Any Partner
Article 4. Partner may be aa purchaser
purchaser ofof assets
assets of
0f the Partnership at
the Partnership at one
one or
0r more
liquidation sales.
liquidation sales.
(b)
(b) net proceeds
The net proceeds from those
those sales
sales (after
(after deducting all selling
daducting all selling costs
costs and
and expenses
expenses
in connection therewith), together with (at the expiration of the one
in connection therewith), together With (at the expiration of the one (1)-year period referred
(1)—year period referred to
to in
in
Section
Section 10.4)
10.4) the
the balance
balance in the reserve
in the reserve account
account referred to in
referred to in Section
Section 10.4, shall be
10.4, shall be distributed
distributed among
the Partners
the Partners in
in proportion
proportion t0
to their Capital Accounts.
(c)
(c) Liquidator shall
The Liquidator shall be instructed to
be instructed to use all reasonable
use all reasonable efforts to effect
efforts to complete
effect complete
liquidation 0f
liquidation of the Partnership within
the Partnership Within one (1) year after
(1) year after the
the date on which the
date on Partnership is
the Partnership dissolved.
is dissolved.
Each holder
holder of a Partnership
of a Interest shall
Partnership Interest shall look solely to
100k solely to the assets of
the assets of the
the Partnership
Partnership for all distributions
for all distributions
and shall
and shall have no recourse
have no therefor (on
recourse therefor (0n dissolution or otherwise)
dissolution 0r otherwise) against
against the Partnership, the
the Partnership, the Partners
Partners or
or
the Liquidator.
the Liquidator. On the completion of
thc completion 0f the
the liquidation
liquidation of
0f the Partnership and
the Partnership and the
the distribution
distribution of all funds
of all funds
of the
0f Partnership, the
the Partnership, Partnership shall
the Partnership terminate and
shall terminate and the
Partner (or
(or the
the Liquidator,
Liquidator,
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as the case
as the case may be)
be) may execute and record
may execute record all
all documents required to
documents required to effectuate the dissolution
effectuate the dissolution and
and
termination
termination of
of the
the Partnership.
Partnership.
(d)
(d) Upon aa liquidation
liquidation of the Partnership,
of the Partnership, the
the Liquidator
Liquidator shall
shall file
file aa notice of
notice 0f
dissolution with
dissolution with the
the Cayman Islands
Islands Registrar
Registrar of Exempted Partnerships.
of Exempted Partnerships.
10.4.
10.4. Creation
Creation of Reserves. After
0f Reserves. After making payment
payment 0r or provision
provision for
for payment
payment of0f all
all fixed
fixed and
determinable debts
determinable debts and
and liabilities of the
liabilities of the Partnership
Partnership and all expenses
and all expenses 0fof liquidation,
liquidation, the Liquidator may
the Liquidator
set
sct up,
up, for
for a period not
a period not t0
to exceed
exceed one
one (1)
(1) year after the
year after the date
date of
of dissolution,
dissolution, the
the cash
cash reserves
reserves that
that the
the
Liquidator deems reasonably
Liquidator deems reasonably necessary
necessary for
for any
any contingent
contingent 0r or unforeseen
unforeseen liabilities or obligations
liabilities or obligations of the
0f the
Partnership.
Partnership.
10.5.
10.5. Final
Final Audit. Within aa reasonable
Audit. Within reasonable time
time after
after completing
completing thethe liquidation,
liquidation, the
the Liquidator
Liquidator
shall
shall supply to each
supply {0 of the
each 0f the Partnsrs
Partners aa statement,
statement, certified by the
cartified by Accountant upon
the- Accotmtant upon aa request
request Approved by by
the Limited
the Limited Farmers,
Partners, which shall set forth
shall set the assets
forth the assets and
and the
the liabilities of the
liabilities of Partnership as
the Partnership as of
of the date of
the date of
complete
complete liquidation, the distributions
liquidation, thc distributions to the Partners
to the Partners pursuant
pursuant toto Section
Section 10.3, and the
10.3, and the amount
amount retained
retained
as reserves
as reserves by
by the Liquidator pursuant
the Liquidator pursuant toto Section
Section 10.4.
10.4.
ARTICLE 11
11
MANAGEMENT FEE
The Partnership
Partnership shall
shall pay
pay t0
to the
General Partner an amount (the
Partner an (the "Management
“Management Fee")
Fee”)
equal to
equal to one—twelfth
one-twelfth (1/12‘h)
(l/li11) 0f
of 1.75% ofof the
the Capital
Capital Account
Account of
of each Limited Partner
each Limited Partner as
as of the first
0f the first
Business
Business Day
Day of of each
each calendar month, which amount shall
calendar month, be debited
shall be debited against
against that
that Limited Partner's
Limited Partner’s
Capital Account;
Capital Account; provided,
provided, however,
however, t0to the
the extent that the
extent that period from the
the period the calendar
calendar month end
immediately preceding
immediately preceding the
the termination
termination ofof the
the Partnership
pursuant tot0 Article
Article 10 to the
10 t0 date of
the date of such
such
termination
termination isis less than an
less than an entire
entire calendar
calendar month,
month, thethe Management Fee Fee for
for such
such period shall be reduced
period shall reduced
proportionately; provided
proportionately; provided further,
further, the
the Management Fee, with respect
Fee, with respect to any Limited
to any Limited Partner,
Partner, may be be
waived or
waived 0r altered by the
altered by Managing General
Partner in in its
its sole
sole discretion
discretion with the agreement
with the agreement ofof that
that
Limited Partner.
Limited Partner. The Managing General
General Partner
Partner shall pay all
shall pay General Partner
a1] General Partner Expenses without
without any right
any right
of
of contribution
contribution 0ror reimbursement
reimbursement by by the
the Partnership.
Partnership. The Managing General General Partner
Partner may assign
assign its right
its right
to receive the
to receive the Management Fee,Fee, or
or any
any portion
portion thereof, to any
thereof, to any Person.
Person.
ARTICLE
ART] CLE 12
MISCELLANEOUS
12.1.
12.1. Notices.
Notices.
(a)
(a) All notifications,
A11 notifications, notices,
notices, demands 0r
or requests
requests provided
provided for,
for, or
or permitted
permitted t0
to be
be
given, pursuant
given, pursuant to this
to this Agreement must
must be
be in
in writing.
writing.
(b)
(b) All notifications, notices,
A11 notifications, notices, demands
demands and requests to
and requests be sent
to be sent t0
to the
the Partnership or
Partnership or
to any
t0 any Partner shall be
Partner shall be deemed Loto have been properly
have been properly given,
given, unless explicitly stated
unless explicitly stated otherwise,
otherwise, if
if sent by
sent by
(i)
(i) certified
certified oror registered
registered mail,
mail, return
return receipt requested; (ii)
receipt requested; Federal Express
(ii) Federal Express or or other comparable
other comparable
overnight courier
overnight courier with regular, daily
with regular, daily service;
service; (iii) hand delivery;
(iii) hand delivery; or
or (iv)
(iv) facsimile
facsimile during
during normal business
business
hours to the
hours Lo the place
place 0f
of business
business of
of the
the recipient,
recipient, addressed
addressed oror faxed,
faxed, asas the
the case
case may be,be, to
t0 the
the Partner or
Partner 0r
the Partnership
thc Partnership at
at the
the last
last known address
address 0ror facsimile
facsimile number 0f of such Person, or
such Person, 0r at such other
at such other address or
address 0r
facsimile number as
facsimile as that
that Partner
Partner may from
from time to time
time to time specify
specify by
by written
written notice
notice to the Partnership.
t0 thc Partnership.
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(c)
(c) All notices,
A11 notices, notifications,
notifications, demands or or requests
requests so given shall
so given shall be deemed given
given
and received (i)
and received (i) if
if mailed,
mailed, seven
seven (7) days
(7) days after
after being deposited in
being deposited in the
the mail;
mail; (ii)
(ii) if sent Via
if sent via overnight
overnight
courier, the
courier, the next
next Business
Business Day
Day after
after the
the date
date marked for delivery; (iii)
for delivery; (iii) if hand delivered,
if hand the next
delivered, thc next
Business Day after
Business after being hand delivered;
being hand delivered; 0r
or (iv) if by
(iv) if facsimile, the
by facsimile, the next
next Business
Business DayDay after being faxed.
after being faxed.
(d)
(d) The parties
parties hereto
hereto and their respective
and their respective successors
successors and assigns shall
and assigns shall have
have the
the right
right
from time
from time to time and
to time and atat any time during
any time during the
the term
term of
of this
this Agreement
Agreement to to change their respective
change their respective addresses,
addresses,
and
and each shall have
each shall the right
have the right t0
to specify
specify as
as its
its address
address any
any other address by
other address by giving
giving to
to the
the other
other parties
parties at
at
least
least thirty
thirty (30) days written
(30) days written notice thereof, in
notice thereof, the manner prescribed
in the prescribed inin Section
Section 12. l(b); provided,
12.1gbz; provided,
however,
however, t0to be
be effective
effective any
any such
such notice must be
notice must actually received
be actually received (as
(as evidenced
evidenced byby a
a return receipt).
return receipt).
(e)
(e) All payments
All payments tot0 be
be made pursuant
pursuant hereto to any
hereto to any Partner
Partner shall
shall be
be made at the
at the
address att which
'
notices herein
Which notices are sent,
herein are sem, unless otherwise specified
unless Otherwise specified in
in writing
writing by
by any
any such
such Partner.
Partner.
(f)
(f) Notwithstanding the
Notwithstanding the above,
above, all reports and
all reports and returns to be sent
returns t0 sent to
to any
any Partner shall
Partner shall
be deemed to
be to have been properly
have been properly given
given if sent by
if sent by regular U.S. mail
regular U.S. mail by
by the date indicated
the date indicated herein.
herein.
12.2.
12.2. Interpretation.
Intemretation. The construction
The construction and
and validity of this
validity 0f this Agreement and the
the rights
rights and
obligations 0f
obligations of the respective parties
the respective parties hereunder
hereunder shall
shall be
be governed by and
governed by interpreted and enforced
and interpreted enforced in
in
accordance with the
accordance with the laws
laws of the Cayman Islands.
0f the Islands.
12.3.
12.3. Terms. Common nouns
Terms. nouns andand pronouns
pronouns shall be deemed to
shall be to refer to the
refer to the masculine,
masculine,
feminine,
feminine, neuter, singular, and
neuter, singular, and plural,
plural, as the identity
as the identity of
0f the
the person
person or
0r persons,
persons, firm or corporation
firm or corporation may in
in
the context require.
the context reference to
require. Any reference to the
the Code or0r other statutes or
other statutes 0r laws shall include
laws shall include all amendments,
all amendments,
modifications, 0r
modifications, or replacements
replacements ofof the
the specific
specific sections
sections and provisions concerned.
and provisions concerned.
12.4.
12.4. References. Unless
References. Unless otherwise
otherwise expressly stated, references
expressly stated, references toto numbered or or lettered
lettered
articles, sections and
articles, sections subsections herein contained
and subsections herein contained are
are t0
to articles,
articles, sections
sections and subsections
subsections 0fof this
this
Agreement.
Agreement. The terms terms "herein," "hereof," "hereunder,"
“herein,” “hereof,” "hereby," "this
“hcrcunder,” “hereby,” “this Agreement"
Agreement” and and other similar
other similar
references shall
references shall be
be construed
construed to
to mean and include this
and include this Amended and and Restated
Restated Agreement of 0f
Limited Partnership and
Limited Partnership and all
all amendments thereof
thereof and supplements
supplements thereto
thereto unless
unless the context shall
the context shall clearly
clearly
indicate or
indicate or require otherwise.
require otherwise.
12.5.
12.5. Severability.
Severability. Lf any
If provision of
any provision this Agreement
0f this Agreement or or the
the application
application to any Person or
t0 any 0r
circumstances shall
circumstances shall be
be invalid
invalid or
0r unenforceable to any
unenforceable to any extent, the remainder
extent, the remainder of
of this Agreement and
this Agreement and the
the
application of
application such provisions
of such provisions to other Persons
L0 other or circumstances
Persons 0r circumstances shall not be
shall not be affected thereby and shall
affected thereby shall
be enforced
be to the
enforced to the greatest
greatest extent permitted by
extent permitted law.
by law.
12.6.
12.6. No
N0 Third-Party
Third—Party Beneficiary. This Agreement is
Beneficiary. This is made solely
solely and
and specifically
specifically between
and for
and for the
the benefit of the
benefit 0f the parties hereto
parties hereto and their respective
and their respective successors
successors and assigns,
assigns, subject
subject to the express
l0 the express
provisions hereof
provisions hereof relating
relating to successors and assigns,
t0 successors assigns, and
and no other
other Person
Person whatsoever
whatsoever has any rights,
has any rights,
interest, or
interest, or claims hereunder 0r
claims hereunder or is or will
is 0r be entitled
will be entitled t0
to any
any benefits
benefits under
under oror on account
account 0fof this
this
Agreement as as a third-party beneficiary
a third-party beneficiary or
0r otherwise
otherwise unless
unless specifically
specifically provided
provided inin this
this Agreement.
12.7.
12.7. Absolute and Sole
Absolute Sole Discretion.
Discretion. Except as otherwise
Except as otherwise provided
provided in
in this Agreement, all
this Agreement, all
actions that
actions that any
any Partner take and all
may take
Partner all determinations that any
determinations that any Partner
Partner may make pursuant
pursuant to this
to this
Agreement may
may be taken and
be taken and made at the sole
at the sole and
and absolute discretion of
absolute discretion of that
that Partner.
Partner.
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12.8.
12.8. Binding Effect.
Effect. Subject to the
Subject t0 the provisions
provisions of this Agreement
of this Agreement relating to transferability,
relating to transferability,
this Agreement shall
this be binding
shall be binding on and inure t0
and inure to the
the benefit
benefit of0f the parties signatory
the parties hereto, and
signatory hereto, their
and their
respective distributees,
successors and assigns
12.9.
Complete Agreement.
Complete
12.9. Agreement. This
This Agreement constitutes
constitutes the
the complete
complete and
and exclusive
exclusive statement
statement
of the
0f agreement between and
the agreement and among thethe Partners and replaces
Partners and replaces and
and supersedes
supersedes all
all prior agreements,
prior agreements,
except for
except for any agreement executed
any agreement executed contemporaneously herewith by
contemporaneously herewith by and among the Partners, or
the Partners, or any
any of
of
them,
them, contemporaneously herewith. This
contemporaneously herewith. This Agreement supersedes
supersedes all written and
all written and oral
oral statements,
statements, and no
r10
representation, statement,
representation, condition, or
statement, condition, 0r warranty
warranty not contained in
not contained in this
this Agreement shall be binding
shall be binding 0n
on the
the
Partners or
Partners or have
have any force or
any force or effect whatsoever.
effect whatsoever. No Partner
N0 Partner has rendered any
has rendered any services
services to
to or
or on behalf
behalf of
of
any
any other Partner or
other Partner the Partnership,
0r the and no
Partnership, and no Partner shall have
Partner shall have any
any rights
rights with respect to
with respect any services
to any that
services that
might be
might alleged to
be alleged have been
t0 have rendered.
been rendered.
12.10. Additional Documents

12.10. Additional Documents 311d and Acts.
Acts. In connection with
In connection with this
this Agreement,
Agreement, as well as
as W611 as all
all
transactions contemplated
transactions contemplated by
by this
this Agreement,
Agreement, each
each Partner
Partner shall,
shall, on
0n the
the request
request of the
of the Managing General
General
Partner, execute
Partner, execute and deliver
deliver such additional documents
such additional documents and
and instruments
instruments and perform such additional
perform such additional acts
acts
as may be
as be necessary or appropriate
necessary or appropriate t0to effectuate, carry out,
effectuate, carry out, and
and perform
perform all
all of the terms,
0f the terms, provisions
provisions and
conditions of
conditions this Agreement and
of this and a1]
all such transactions.
such transactions.
12.11. Counterparts. This

12‘] 1A Counteggarts‘ This Agreement may be be executed
executed in
in any
any number of counterparts, each
of counterparts, each of
0f
which shall
shall be
be deemed an
an original and all
original and of Which
all of which shall
shall constitute one and the
constitute one the same Agreement.
Agreement.
12.12.
12.12. Reliance
Reliance on Authority.
Authority. If If a a Partner
Partner is is aa Person
Person other
other than
than a natural person,
a natural person, the
the
Partnership and
Partnership and the
General Partner
Partner (i) are not required to
(i) are not required to determine
determine the the authority
authority of
of the
the
Person
Person signing this Agreement to
signing this to make any commitment or
any commitment or undertaking
undertaking on 0n behalf
behalf of such entity
of such entity or to
or to
determine any
determine any fact
fact or
or circumstance
circumstance bearing
bearing uponupon thethe existence
existence 0fof the authority 0f
the authority of such
such Person;
Person; (ii) are
(ii) are
not required to
not required to see
see to
to the application or
the application distribution of
or distribution of proceeds paid or
proceeds paid credited t0
or credited to Persons
Persons signing this
signing this
Agreement on on behalf
behalf ofof that
that entity;
entity; (iii)
(iii) are
are entitled
entitled to
to rely on the authority
rely on the authority 0f thc of the Person
Person signing this
signing this
Agreement with respect to
with respect to the
the giving
giving of of consent
consent 0n on behalf
behalf 0f of such entity in
such entity connection with
in connection any matter
with any matter
for which consent
for which consent is permitted or
is permitted or required
required under this Agreement;
under this Agreement; and and (iv) are entitled
(iv) are to rely
entitled to rely on
on the
the
authority 0f
authority of any general partner,
any general partner, joint
joint venturer, manager, co—
venturer, manager, co- 0r
or successor
successor trustee,
trustee, or president 0r
0r president or vice
vice
president (as
president the case
(as the case may be), of any
be), 0f any such
such Person
Person the same as
the same as if the Person
if the Person were
were the Person originally
the Person originally
signing this Agreement on
signing this on behalf of
behalf of that
that entity.
entity.
12.13.
12.13. Amendment. This This Agreement may
may not
not be
be amended, altered or
amended, altered modified except
0r modified except with the
with the
Approval of
Approval the Partners,
0f the excluding any
Partners, excluding any Partner
Partner who has
has transferred
transferred its
its entire Partnership Interest
entire Partnership Interest to one
t0 one
or more Assignees
or Assignees pursuant
pursuant to
to Article
Article 8; provided, however,
8; provided, however, the
General Partner
Partner may amend
any provision
any of this
provision of this Agreement to
to cure
cure any
any ambiguity
ambiguity or
0r correct
correct or supplement any
0r supplement any provision
provision 0f
of the
the
Agreement that
that may be incomplete or
be incomplete or inconsistent
inconsistent with
with any
any other provision herein.
other provision herein.
12.14. Title to
12.14. Title to Property.
Property. The Partners
Partners desire and intend
desire and intend that
that legal
legal title
title to all property
t0 all property 0fof the
the
Partnership be
Partnership bc held
held and conveyed
conveyed inin the
the name of
of the
the Partnership.
Partnership. To thethe extent
extent that
that any property of
any property the
0f the
Partnership is held
Partnership is held in
in the
the name 0fof aa General Partner, the
General Partner, property shall
the property shall be held by
be deemed held by that General
that General
Partner
Partner as agent and
as agent and nominee for and on
for and on behalf
behalf of
of the Partnership. Property
the Partnership. Property acquired
acquired byby or
or standing
standing in
in
the
the name 0fof any
any Partner
Partner shall be conclusively
shall be presumed not
conclusively presumed not to
to be
be Partnership property, unless
Partnership property, an
unless an
instrument in writing,
instrument in writing, signed by the
signed by Partner, specifies
the Partner, specifies to the contrary.
t0 the contrary.
12.15.
12.15. Other
Other Business.
Business. Each Partner
Partner may be
be engaged
engaged in a business
in a business or
or businesses
businesses other
other than
than that
that
of the
of the Partnership
Partnership without being accountable
without being accountable or
or liable to
liable t0 the
the Partnership
Partnership for the breach
for the breach of
of any
any fiduciary
fiduciary
obligation.
obligation.
D-(Jan.
D—(Jan. 1,
1, 2007)
Capital Energy
Energy Equity II, LPHDOC
Equity Fund Master IL L.P .. DOC 27
27

12.16.
12.16. Partition
Partition Rights. No Partner
Richts. N0 shall have
Partner shall have the right to
the right to the partition 0f
the partition of any property of
any property the
0f the
Partnership or
Partnership or to
to take
take any
any action
action or
or initiate
initiate or
0r prosecute
prosecute any judicial
any judicial proceeding
proceeding for the partition,
for the partition, 0r
or the
the
partition
partition and sale, of
sale, any property
of any property 0f
of the Partnership.
the Partnership.
12.17. Representations. Notwithstanding

12.17. Representations. Notwithstanding anything herein to
anything herein t0 the contrary, each
the contrary, Limited Partner
each Limited Partner
hereby represents
hereby represents and
and warrants to the
warrants t0 Partnership, each General
the Partnership, General Partner,
Partner, and to
to each
each officer,
officer, director,
director,
shareholder, controlling
shareholder, person and
controlling person and agent of each
agent of each General Partner that:
General Partner that: (i) the
(i) the interest
interest in in the
the Partnership
Partnership
of such Limited
0f Limited Partner
Partner is acquired for
is acquired for investment
investment purposes
purposes only only for
for its
its own account
account and not not with
with a a view
View
to
to or
0r in connection with
in connection with any
any distribution,
distribution, re-offcr,
re-offer, resale
resale or other disposition
0r other disposition not not in compliance with
in compliance the
with the
U.S.
U.S. Securities
Securities Act of 0f 1933, as amended and
1933, as and the
the rules
rules andand regulations
regulations thereunder
thereunder (the (the "1933 Act") and
“1933 Act”) and
applicable stale
applicable state securities laws; (ii)
securities laws; (ii) such
such Limited
Limited Partner
Partner is an "accredited
is an “accredited investor"
investor” within
within the the meaning
of
0f Rule 501(a)
501(a) underunder thethe 1933 Act or
1933 Act or such
such Limited Partner,
Partner, alone
alone or or together
together withwith its
its representatives,
representatives,
possesses such expertise, knowledge and sophistication in financial and business matters generally, and
in
in the
the type
type of 0f transactions
transactions in which the
in which the Partnership
Partnership proposes
proposes t0 to engage in in particular, that it
particular, that it is capable of
is capable 0f
evaluating
evaluating the merits and economic risks
the merits risks of acquiring and
of acquiring and holding
holding its its interest
interest in in the
Lhe Partnership;
Partnership; (iii) (iii) such
Limited Partner
Limited Partner has has had access to
had access all of
L0 a1] 0f the
the information
information Withwith respect
respect t0to its interest in
its interest the Partnership
in the Partnership that that
it deems necessary
it necessary to to make aa complete
complete evaluation thereof, and has
evaluation thereof, has had
had the
the opportunity
opportunity to to question
question the the
Managing General Partner concerning
General Partner concerning such such interest;
interest; (iv) such Limited
(iv) such Limited Partner's
Partner’s decision
decision to acquire its
t0 acquire its
interest in
interest in the
the Partnership
Partnership for investment has
for investment has been based
based solely
solely upon the the evaluation
evaluation made by by it; (v) such
it; (v) such
Limited Partner
Limited Partner is is aware that
that it
it must bearbear the
the econornic
economic risk risk 0fof its
its investment
investment in in the Partnership for
the Parinership far an
an
indefinite
indefinite period
period of of time
time because
because interests
interests in in the Partnership have
the Partnership have not
not been registered under the
registered under the 1933
1933 Act
or
0r under
under the securities laws
the securities laws of various states,
0f various slates, and therefore, cannot be
therefore, cannot be sold unless such
sold unless interests are
such interests are
subsequently registered under
subsequently registered under the
the 1933
1933 Act
Act and
and any
any applicable
applicable state
state securities
securities laws
laws 0r or an
an exemption from
registration
registration is is available;
available; (vi) such Limited
(vi) such Limited Partner
Partner isis aware that that only
only the
the Partnership
Partnership can take take action
action tot0
register such
register such interest
interest in
in the Partnership and
the Partnership and the Partnership is
the Partnership under no such
is under such obligation
obligation and does not not
propose to
propose t0 attempt
attempt to t0 dod0 so; md (vii)
so; and such Limited Partner
(vii) such Partner is is aware that the Agreement
that tho Agreement provides
provides
restrictions
restrictions on the ability of
the ability the Limited
of the Limited Partner
Partner to L0 sell,
sell, transfer,
transfer, assign, mortgage, hypothecate, or
assign, mortgage, hypothecate, or
otherwise encumber its
otherwise its interest
interest in
in the
the Partnership.
Partnership.
12.18.
12.18. Power 0f of Attorney.
Attorney. Each Limited Li!J.1.ited Partner
Partner hereby
hereby constitutes
constitutes and appoints
appoints thethe Managing
General Partner,
General with
Partner, with full power of
full power of substitution,
substitution, its its true and lawful
true and lawful attorney-in—fact,
attorney-in-fact, and and empowers and and
authorizes such
authorizes such attorney,
attorney, in
in the
thc name, place and
name, place and stead stead of such Limited
0f such Limited Partner,
Partner, to to make, execute, sign,
make, execute, sign,
swear t0,
swear to, acknowledge
acknowledge and and file
file in
in all
all necessary
necessary or or appropriate places all
appropriate places a1] documents relating to
documents relating to the
the
Partnership
Partnership and its activities, including,
its activities, including, butbut notnot limited
limited to:
to: (i)
(i) the Agreement and
the Agreement and anyany amendments
and/or supplements
and/or thereto approved
supplements thereto approved as provided herein;
as provided herein; (ii)
(ii) the Certificate and
the Certificate and anyany amendments and
supplements thereto,
supplements thereto, under
under the
the laws
laws of0f the
the Cayman Islands Islands or0r in
in any
any other state or
other state jurisdiction in
or jurisdiction in which
such filing
such filing isis deemed advisable
advisable by by the
the Managing Genera] General Partner;
Partner; (iii) any applications,
(iii) any forms,
applications, forms,
certificates,
certificates, reports
reports or or other
other documents that that may be requested or
be requested required by
or required any foreign,
by any foreign, federal,
federal, state
state or
or
local governmental agency,
local governmental agency, securities
securities exchange,
exchange, securities association, self-regulatory
securities association, self—regulatory organization,
organization, 0r or
similar
similar institution
institution andand that
that are
are deemed necessary
necessary or advisable by
or advisable the Managing General
by the General Partner;
Partner; (iv) any
(iv) any
other
other instrument
instrument that that may
_rnay bebe required
required to to bebe filed
filed or recorded in
0r recorded in any
any state
state or0r county
county or 0r by any
by any
governmental agency
governmental agency (foreign
(foreign or or domestic),
domestic), 0r or that
that thethe Managing General
General Partner
Partner deems advisable
advisable t0 to file
file
or record,
or record, including without limitation,
including without limitation, certificates
certificates of of assumed name; name; (V)(v) any
any documents
documents that that may be be
required
required toto effect the continuation
effect the continuation of the Partnership
0f the Partnership pursuant
pursuant to to the
the terms
terms hereof,
hereof, thethe admission
admission of of new
Partners, the
Partners, the admission of 0f substitute Limited Partners,
substitute Limited Partners, thethe withdrawal
withdrawal of of aa General
General Partner
Partner 0ror the
the
dissolution and termination
dissolution termination 0f of the
the Partnership, provided such continuation,
Partnership, provided continuation, admission
admission or 0r dissolution
dissolution andand
termination are
termination are inin accordance
accordance with with the
the terms
terms 0f of the
the Agreement; (vi) (vi) documents
documents necessary
necessary or or appropriate
appropriate
to satisfy
t0 satisfy certain
certain elections
elections contained
contained in in the
the Code 0r or state
state law governing taxation
law governing taxation of of limited partnerships;
limited partnerships;
and (vii)
and (vii) documents necessary
appropriate to to satisfy
satisfy any
any and
and all other ministerial
all other ministerial duties
duties or
or functions
functions
D-(Jan.
D-(Jan. 1, 2007) A&R LPA BP Capital
1, 2007) Capital Energy Equity Fund Master
Energy Equity H, LPNDOC
Master II, L.P .. DOC 28
28

necessary
necessary for the conduct
for the conduct of the business
0f the business 0fof the
the Partnership.
Partnership. Each Limited
Limited Partner
Partner hereby
hereby ratifies,
ratifies,
confirms
confirms and
and adopts
adopts as
as its
its own,
own, all
all actions
actions that
that may bebe taken
taken by
by such
such attorney-in-fact
attomey—in—fact pursuant
pursuant to this
to this
Section
Section 12.18.
12.18. This power of
This power attorney
of attorney is coupled with
is coupled with an
an interest,
interest, is
is irrevocable
irrevocable and shall
shall continue
continue
notwithstanding
notwithstanding the
the subsequent
subsequent incapacity
incapacity or0r death
death of
of the
the Limited
Limited Partner.
Partner. Each Limited
Limited Partner
Partner and/or
and/or
his
his Assignee, transferee or
Assignee, transferee 0r successor-in-interest
successor—in—interest shall
shall execute
execute and
and deliver
deliver to
t0 the
General
Partner an executed
Partner an executed and
and appropriately
appropriately notarized
notarized power of of attorney
attorney in such form consistent
in such consistent with
with the
the
provisions of this
this Section
Section 12.18 as the
General Partner may request.
l
provisions of 12.18 as Partner may request.
12.19.
12.19. Confidentiality.
Confidentiality. Except
Except asas required
required byby law
law or
or valid
valid subpoena
subpoena 0r or other
other lawful
lawful process,
process, the
the
failure
failure to
t0 comply
comply with which would subject,
with Which subject, or 0r may reasonably
reasonably be be expected
expected t0 to subject,
subject, the
the respective
respective
receiving
receiving Limited
Limited Partner
Partner to damages or
t0 damages judicial 0r
0r judicial or administrative
administrative censurecensure or0r contempt,
contempt, eacheach Limited
Limited
Partner
Partner who receives information that
receives information that is
is protected
protected under
under this
this Section
Section 12.19
12‘ 19 shall
shall maintain
maintain in in strict
strict
confidence,
confidence, and without
without the
the prior
prior consent
consent of of the Partnership, shall
the Partnership, shall notnot disclose
disclose toto any
any Person
Person (other
(other than
than
to
t0 another
another Partner)
Partner) and shall not
and shall Hot use
use for
for any purpose other
any purpose Othef than
than evaluating
evaiuaiing or 0r monitoring
monitoring (in its capacity
(in its capacity
as
as a
a Partner)
Partner) thethc investments
investments or 0r proposed
proposed investments,
investments, any any and all all material,
material, nonpublic
nonpublic information
information thatthat
concerns
concerns the
the operations,
operations, business,
business, or or affairs
affairs of,
0f, and that is
and that received from or
is received 0r on
0n behalf
behalf of,
of, the
the Partnership,
Partnership,
or
or any
any of
of its
its Affiliates;
Affiliates; provided, however, notwithstanding
provided, however, notwithstanding the the foregoing,
foregoing, anyany receiving
receiving Limited
Limited Partner
Partner
may communicate any
may any such
such information
information to t0 any
any of
of its
its directors, officers, investment
directors, officers, advisers, employees,
investment advisers, employees,
or other
or other representatives
representatives who have have a a need
need to
to know such
such information
information and and for
for whom suchsuch receiving
receiving Limited
Limited
Partner shall
Partner shall bebe responsible
responsible or to or at the request of any
0r to or at the request 0f any governmental
governmental authority
authority 0r or examiner having
having
jurisdiction over
jurisdiction over such
such receiving
receiving Limited
Limited Partner.
Partner. If If any receiving Limited
any receiving Limited Partner
Partner isis required
required by by law,
law,
subpoena, legal
subpoena, legal process,
process, or 0r other
other demand for for any such information
any such information with with which such such receiving
receiving Limited
Limited
Partner
Palmer believes
believes it it is
is legally
legally obligated
obligated to t0 comply,
comply, suchsuch receiving
receiving Limited
Limited Partner
Partner shall
shall give
give prompt notice
notice
of such
of such fact
fact to the Partnership
t0 the Partnership so so that
that the
the Partnership
Partnership may,may, if
if it
it desires, seek
desires, seek a protective
a protective order
order or
0r other
other
governmental or
governmental judicial relief
0r judicial relief to prevent disclosure
to prevent disclosure of 0f such
such information.
information.

ofPage Intentionally Left
Left Bla,nk.
Blank.
·Signature
Signature Page F0110
Follows.
ws.
D-(Jan.
D»(Jan‘ 1,
1, 2007)
Capital Energy
Energy Equity
Equity Fund Master
Master II,
II, L.P .. DOC
L.P..DOC 29
29

IN WITNESS WHEREOF, this
this Agreement has been executed
has been executed as
as a
a deed
deed on the
the day
day and
and year
year first
first
above written.
written.
MANAGING GENERAL PARTNER:
BP CAPITAL MANAGEMENT, L.P., L.P.,

aa Delaware limited partnership
limited pannership
By:
By: TBP Investments
a Delaware limited
a limited liability
liability company,
W
company,
its
its general
general partner
paltner
By:
D":
Cy /MA
vaw 7Z4
r| / ///
NaW/W
i764"
z Wéflrcc
Title: i445:
GENERAL PARTNER:
BP CAPITAL INTERNATIONAL MANAGEMENT, INC.,

lNC.,
aa Cayman Islands
Islands company
By: WX/W
Wflame:
TithZ if/Cf
JZC
SPECIAL LIMITED PARTNER:
BP CAPITAL SLP, SLP, L.P.,

L.P.,
aa Delaware limited partnership
limited partnership
By:
By: BP Capital
L.P.,
A Delaware limited partnership
limited paanership
By:
By: TBP Investments
a Delaware limited
limited liability
liability company,
company,
its
its general
general partner
partner
Title: '14/22‘ M5
(Signatures
(Signatures Continued
Continued on
0n Next Page.)
Page.)
D-(Jan.
D7(Jan. 1,
1, 2007)
Capital Energy
Energy Equity Master IT,
Equity Fund Master H, L.P .. DOC
L.P.VDOC

LIMITED
LHVIITED PARTNERS:
All
A11 Limited
Limited Partners
Partners now and
and hereafter
hereafter admitted
admitted pursuant
pursuant to
t0
powers of
of attorney
attorney now and
and hereafter
hereafter granted to the
granted t0 the Managing
General Partner
General Partner

L.P.,
aa Delaware limited
limited partnership
partnership
By:
By: TBP Investments
aa Delaware limited
limited liability
liability company,
company,
its
its general
general partner
partner
By:
WWfiJTitle: M/J‘ flflfit
(End of Signatures.)
(End ofSignatures.)
D-(Jan. 1,
1, 2007)
2007) A&R LPA BP Capital Equity Fund Master II,
Capital Energy Equity LL L.P .. DOC
L,P.,D()C

AGREEMENT OF 0F LIMITED PARTNERSHIP
OF
BP CAPITAL ENERGY EQUITY FUND MASTER II, II, L.P.
w
L.P.
(a
(a Cayman Islands Limited Partnership)
Islands Exempted Limited Partnership)
EXHIBIT A
1.
1. Name of
of Partnership:
Partnership: BP Capital
Capital Energy
Energy Equity
Equity Fund Master II, L.P.
H, L.P.
2.
2. Address, Telephone
and Facsimile
Facsimile
l'-~umber 0f
Number of Principal
Principa} Office:
Office: c/o
c/o M&C Corporate
Corporate Services
Services Limited
P.O.
P.O. Box 309 G.T.
G.T.
Ugland
Ugland House,
House, South Church Street
Street
Grand Cayman, Cayman Islands
Islands
Telephone:
Telephone: 1-345-949-8066
1—345—949~8066
Facsimile:
Facsimile: 1-345-949-8080
3.
3. Registered and Office:
Registered Agent and Office: M&C Corporate
Corporate Services Limited
Services Limited
P.O.
P.O. Box 309 G.T.
G.T.
Ugland House,
House, South
South Church Street
Street
Cayman, Cayman Islands
Grand Cayman, Islands
4.
4. Specific
Specific Class
Class or
0r Group
of Partners:
of Partners: None
5.
5. Events Requiring Dissolution
Events Requiring Dissolution
and Winding Up:
and As provided
provided in written limited
in written limited partnership
partnership
(the "Partnership
agreement (the Agreement").
“Partnership Agreement”).
D-(Jan.
D%Jan‘ 1, 2007) A&R LPA BP Capital
Energy Equity
Equity Fund Master 11, L.P .. DOC
H, L.P..DOC A-1
A-l

6.
6. Managing General
General Partner
Palmer
Name: BP Capital
Capital Management, L.P.
L.P.
Address,
Address, Telephone
Telephone and
Facsimile
Facsimile Number:
Numbcr: Preston Commons West
260 Preston
8117
8 1 17 Preston
Preston Road
Dallas, Texas 75225
Dallas, Texas
Telephone:
Telephone: (214)
(214) 265-4165
265—4165
Facsimile:
Facsimile: (214)
(214) 750-9773
750—9773
Cash Contributions:
Contributions: . . .,~an~·
$$ _ _~10o
IOU . gm a ~oo
0g) __
Description
Description and
and Agreed Value
of
of Non-cash
Non—cash Contribution:
Contribution: $s
~~~~~~~~~~~
*0”
-o-
Time of
of or
or Events Requiring
Additional
Additional Contribution( s):
C0ntribution(s): As provided
provided in
in Partnership
Partnership Agreement
Date Became Partner:

Partner; October
October 5,
5, 2004
D-(Jan.
D%Jan. I,
l, 2007)
Equity Fund Master II, LPHDOC
IL L.P .. DOC A-2
A-2

7.
7. General Partner
General Partner
Name: BP Capital
Capital International
International Management, Inc.
Inc.

Facsimile
Facsimile Number: c/o M&C Corporate
c/o Corporate Services
Services Limited
P.O.
P.(). Box 309
309 G.T.
G.T.
Ugland House,
House, South Church Street
Street
Grand Cayman,
Cayman, Cayman Islands
Islands
Telephone:
Telephone: 1-345-949-8066
1—345—949—8066
Facsimile:
Facsimile: 1-345-949-8080
1—345—949—8080
Cash Contributions:
Contributions: $ #700 Me n93

Description
of
0f Non-cash Contribution:
Non—cash Contribution: $
’0 x
Time of
0f or
or Events Requiring
Events Requiring
Additional Contribution(
Additional s):
Contribution(s): As provided
provided in
in Partnership
Date
Dale Became Partner:
Partner: October 5,
5, 2004
D-(Jan.
D-(Ian. 1,
1, 2007)
Capiml Energy Master II,
Equity Fund Master
Energy Equity H, L.P .. DOC
L.P..DOC A-3

8.
8. Special Limited Partner
Special Limited Partner
Name: BP Capital SLP, L.P.

Capital SLP, L.P.
Address, Telephone
and
Facsimile
Facsimile Number: 260 Preston
8117 Preston Road
81 17 Preston
Dallas, Texas 75225
Dallas, Texas
Telephone:
Telephone: (214)
(2 265-4165
14) 265-4 165
Facsimile:
Facsimile: (214) 750-9773
(214) 750—9773
Cash Contributions: 69 fl c5 i

Description
of Non—cash
of Non-cash Contribution:
Contribution:
Time of or Events Requiring

01" 0r Requiring
Additional Contribution(
Additional s):
C0ntribution(s): provided in
As provided in Partnership

Partner: January
January 1,
1, 2007
D-(Jan. 1,
D»(J'an. 1, 2007)
2007) A&R LP
LPAA BP Capital
Capital Energy
Energy Equity
Equity Fund Master II, LPHDOC
Master II, L.P .. DOC A-4
A74

EXHIBIT A-18

OF
II, L.P.
L.P.
(A
(A Delaware Limited
Limited Partnership)
Partnership)
THE LIMITED PARTNERSHIP INTERESTS (THE "INTERESTS")

“INTERESTS”) OF BP CAPITAL ENERGY
EQUITY FUND II.
II, L.P.
L.P. (THE "PARTNERSHIP") HAVE NOT BEEN REGISTERED UNDER THE
“PARTNERSHIP")
1933, AS AMENDED (THE ''ACT"),
SECURITIES ACT OF 1933, “‘ACT”), THE SECURITIES LAWS OF ANY
STATE OR ANY OTHER APPLICABLE SECURITIES
SECURITIES LAWS IN RELIANCE UPON EXEMPTIONS
FOR SALE, PLEDGED, HYPOTHECATED, SOLD, SOLD. ASSIGNED OR TRANSFERRED AT ANY TIME
EXCEPT IN COMPLIANCE WITH (i) (i) THE ACT, ANY APPLICABLE STATE SECURITIES LAWS
AND ANY OTHER APPLICABLE SECURITIES LAWS; AND (ii) (ii) THE TERMS AND CONDITIONS

INTERESTS MAY NOT BE TRANSFERRED OF RECORD EXCEPT IN IN COMPLIANCE WITH
PARTNERSHIP. THEREFORE, PURCHASERS
PURCHASERS OF SUCH INTERESTS WILL BE REQUIRED TO
D-(NOV, 2008) A&R BP Capital

D-(Nov. 2008i (,apllul Energv
ianex‘g)‘ Eauitv
lznmly Fund
Mimi IL L.Pl’..l)0£'
H, I. .. DOC

OF
II, L.P.
L.P.
(A
Partnership)
TABLE OF CONTENTS
1:2ng
ARTICLE 11 CONTINUATION ................................................................................................................ 1

................................................................................................................ 1
1. 1.
1.1_ Continuation
Continuation ................................................................................................................. 1
...1
1.2.
1.2. Name .............................................................................................................................
........................................ “.11
1.3.
1.3. Certificates
Certificates and Other Filings Filings .......................................................................................
....................................................................................... 22
1.4.
1.4. Offices
Offices and Agent .........................................................................................................
......................................................................................................... 22
1.5.
1.5. .........................
Term .............................................................................................................................. 2
1.6.
1.6. Purposes
Purposes.... .......................... 2
........................................................................................................................
1.7.
1,7. Limits ............................................................................................................................
............................................................................................................................ 2 2
ARTICLE2
ARTICLE 2 DE:FINITIONS
DEFINITIONS... .............................................................................................................. 2
2.1.
2.1.
2.2.
2.2.
Definitions
Other Definitions
..................
Definitions ..........................................................................................................
....2
Definitions .................................................................................................................... 2
.......................................................................................................... 66
ARTICLE 33 CAPITALIZATION ......................................................................................................

...................................................................................................... 6
6
3.1.
3.1. Capital
Contributions ....................................................................................................
................................................................................................... 6
3.2.
3.2. Capital
Capital Accounts and Tax Accounts ............................................................................
............................................................................ 7
7
3.3.
3.3. Separate
Separate Accounts ........................................................................................................
........................................................................................................ 8
8
ARTICLE 4 ALLOCATIONS AND DISTRIBUTIONS ..................................................................

.................................................................. 8
8
4.1.
4.1. Tax Allocations .............................................................................................................
............................................................................................................. 88
4.2.
4.2. Changes of Interest
Interest .....................................................................................................
..................................................................................................... 1100
4.3.
4.3_ Determination of Net Asset Value
ofNet Value............................................................................... 10 10
......
4.4.
4.4. Liabilities
Liabilities ....................................................................................................................
........................................................... 110 0 »
4.5.
4.5. Determinations by by General Partner Partner ............................................................................
............. 10 10
4.6.
4.6. Limitation
Limitation on0n Distributions
Distributions ........................................................................................
........................................................................................ 11 1 1
4.7.
4.7‘ Distributions
Distributions ...............................................................................................................
............................................................................................................... 11 1 1
4.8.
4.8. Withholding ................................................................................................................
................................................................................................................ 1111
ARTICLE 55 LIMITED PARTNERS ...............................................................................................

............................................................................................... I 1]1
5.1.
5. 1. .................................
General ........................................................................................................................ 11 1 1
5.2.
5.2. Li1nitation
Limitation on Liability
Liability... ................................................................................................
...... 11
11
5.3.
5.3. Outside Activities ......................
Activities ....................................................................................................... 12 12
5.4.
5.4‘ Adn1ission
Admission of of New Partners
Partners ........................................................................................
........................................................................................ 1212
5.5.
5.5. Withdrawal,
Withdrawal, Death,
Death, Other ...........................................................................................
........................................................................................... 1212
ARTICLE 66 MANAGEMENT ........................................................................................................

........................................................................................................ 12
12
6.1.
6. 1‘ Rights
Rights ..........................................................................................................................
.......................................................................................................................... 12
72
6.2.
6.2. Standard of .............................. 14
0f Care ......................................................................................................... 14
6.3.
6.3. Agreements with with Affiliates ........................
Affiliates ......................................................................................... 14 14
6.4.
6.4. Limitation
Limitation on Liability
Liability ................................................................................................ M
................................................................................................ 1
D-(Nov. Bl) Capital

IHNOV. 2008) A&R BP Energv Equitv
L apllnl Iinergv Equll) Fund IL
ll. L.P..DOC
l4 !l.[)0(' E

6.5.
6.5. Indemnification ........................................................................................................... 15
Indemnification ........................................................................................................... 15
6.6.
6.6. General Partner
General Partner as
as Limited Partner
Partner ............................................................................ 16
............................................................................ 16
6.7.
6.7. Other Activities ........................................................................................................... 16
Activities ........................................................................................................... 16
6.8.
6.8. ............................................................................................... 1
Approval and Meetings ............................................................................................... 6
I6
6.9.
6.9. .................................. 1177
Reserves ......................................................................................................................
6.10.
6.10. Soft ........................................................................................... 17
Sofi Dollar Arrangements ........................................................................................... 17
ARTICLE 77 ACCOUNTS AND REPORTS ................................................................................... 17

17
...................................................................................
...........................
7.1.
7.].
7.2.
7.2.
7.3.
7.3.
Periodic and Annual
Periodic and
Determination of
............
Books and Records ..................................................................................................... 17
Reports ·····~······················ .......................................................... 18
Annual Reports
0f Taxable Items .................................................................................
17
18
................................................................................. I
188
7.4.
7.4. Tax Returns and
and lnformatio11
Information ...................................................................................... l
...................................................................................... 188
7.5. Tax Matters Partner .......................
Partner .................................................................................................... 1188
7.5.
7.6.
7.6. .................
Bank Accounts ............................................................................................................ 18
18
ARTICLE 88 ..................................................................... 18
TRANSFERS AND WITHDRAWALS ..................................................................... 18
8.1.
8.1. General Partner
Partner... ........................................................................................................... 18
8.2.
8.2A Limited Partners
Partners.. .......................................................................................................... 19.-
8.3.
8.3. ........................................................................................................................ 20
Legend ........................................................................................................................ 20
8.4.
8.4A ........................................................................................................ 20
Basis Adjustment ........................................................................................................ 20
8.5.
8.5. Permitted Withdrawals .................................................................................................20
.. 20
8.6.
8.6. Required Withdrawals
Withdrawals ................................................................................................
............. 21
”21
8.7.
8.7_ Effective Date of Withdrawal
Effective Withdrawa1....................................................................................... 21
4.21
8.8.
8.8. Limitations on Withdrawal ......................................................................................... 21
......................................................................................... 21
ARTICLE 99 .......................................................................................................... 22
DISSOLUTION .......................................................................................................... 22
9.1.
9.]. Causes ......................................................................................................................... 22
......................................................................................................................... 22
9.2.
9.2. Reconstitution ............................................................................................................. 22
Reconstitution ............................................................................................................. 22
9.3.
9.3. Interim
Interim Manager .........................................................................................................
........ 22
22
9.4.
9.4. Bankruptcy Provisions
Provisions ................................................................................................
................................................................................................ 22
ARTICLE 10
10 WINDING UP AND TERMINATION ......................................................................
...................................................................... 23
10.1.
10.1. General ........................................................................................................................
........................................................................................................................ 23
Z3
10.2.
10.2 Court Appointment of of Liquidator..
Liquidator ................................................................................24 24
10.3.
10.3. Liquidation .........................................................................................................
....................................................................................................................24
24
10.4.
10.4. Creation of
Creation 0f Reserves ...................................................................................................
.......................................................................................... 24
..24
10.5.
10.5. Final Audit ..................................................................................................................
Final .................................................................................................................. 24
ARTICLEH
ARTICLE 11 MISCELLANEOUS ................................................................................................... 25
25
...................................................................................................
11.1.
11.1.
11.2.
11.2.
11.3.
11.3.
Interpretationli
Notices
........................................................................................................................ 25
Notices
Interpretati 011 ............................................................................................................... 2 5
Terms ..........................................................................................................................
...........
25
25
.25
11.4.
11.4. References
References.,.. ....................................................................................................................25 25
11.5.
11.5. Severability
Severability .................................................................................................................
.......................... 26
.26
11.6.
11.6. No Third-Party
Third-Party Beneficiary
Beneficiary ........................................................................................
........................................................................................ 26
26
11.7.
11.7. Absolute and Sole Discretion
Absolute ..................................................................................... 26
Discretion ..................................................................................... 26
11.8.
11,8. Binding Effect
Effect .............................................................................................................
.......................... 26
..26
11.9.
11.9. Co1nplete Agreement ..................................................................................................
Complete ........... 26
.26
11.10.
11‘10. Additional Documents and
Additional and Acts
Acts.................................................................................. 26
,.26
11.11.
11.11‘ Counterparts ................................................................................................................
Counterparts ................................................................................................................ 2626
11.12.
11.12. Reliance on Authority
Reliance Authoriw .................................................................................................
................................................................................................. 26
2C)
11.13.
11.13. Amendmem
An1endrnent ..............................
................................................................................................................. 27
I)-(N0\'. 2008' A&R HP
D-(Nov. 2008) Capital Energv
BP Capital Equity hmd
EncrgV Equil) I‘und IL L.P .. DOC ii
1L l,,P..DOC i;

11.14.
11.14. Title to Property
Title to Property ..........................................................................................................
...................................................................... 27
11.15.
11.15. Other Business
Business ............................................................................................................
..... 27
.27
11.16.
11.16. Partition Rights
Partition Rights ...........................................................................................................
........................................................................................................... 27
11.17.
11.17. Representations
Representations ...........................................................................................................
........................................................................................................... 2 7
27
11.18.
11.18. Power of Attorney ....................................................................................................... 27
ofAttomey...
11.19.
11.19‘ Confidentiality
Confidentiality ............................................................................................................
............................................................................................................ 28
Attachment: Exhibit
Exhibit A
D-(Nov. zoos; A&R BP Caoital

n—(Noy. 2008) Camila) Energy mum Fund
Encrgy Equitv Il. L.P.
rund n, Doc
L.P .. DOC 111
iii

OF
ll, L.P.
L.P.
(A
Partnership)
THIS AMENDED AND REST A TED AGREEMENT OF LIMITED PARTNERSHIP (the

RESTATED (the
"Agreement'')
“‘Agreement“) is is made asas of the 1th
of the 12m day
day of
0f November,
November. 2008,
2008, by
by and
and among BP Capital
Capital Management,
L.P.,
L.P., aa Delaware limited
partnership, as as the
the general
general partner (the "General
partner (the “General Partner"),
Partner”), and those
those
individuals
individuals or or entities
entities admitted
admitted asas the
the limited
limited partners
partners (individually, a "Limited
(individually, a “Limited Partner,"
Purtnerf’ and
collectively, along with
collectively, along with any
any additional
additional limited
limited partners, the "Limited
partners, the “Limited Partners"),
Partners”). who together
together hereby
hereby
continue
continue a a limited
limited partnership (the "Partnership")
partnership (the “Partnership”) under the the Act.
Act. (The
(The General Partner
Partner and the
the Limited
Partners are herein
Partners are herein collectively
collectively called the "Partners.")
called the “Partners.”)
WITNESSETH:
WHEREAS, the the Partnership

Partnership was formed on January
January 20,
20, 2005,
2005, under the
the Act (as
(as herein
herein defined),
defined),
and this
and this Agreement shall
shall replace
replace in
in its
its entirety
entirety the Restated Agreement of Limited
the Amended and Restated
Partnership
Paflnership of
0f the
the Partnership
Partnership dated
dated February
February 1, (the "Prior
I, 2005 (the Agreement");
“Prior Agreement”);

Partnership has
has been formed forfor the purpose of engaging in
the purpose in the
the trading
trading of
0f
Securities
Securities primarily
primarily through
through the
the Master Fund (as
(as each such
such term is
is hereinafter
hereinafter defined);
defined);
WHEREAS, the the Partners

Partners desire
desire to
t0 enter
enter into
into this
this written
written agreement to
t0 define
define their
their respective
respective
rights and liabilities
rights and liabilities and to
to amend and restate
and restate their
their Prior
Prior Agreement regarding
regarding owning and dealing
dealing with
with
the
the assets
assets of
0f the
the Partnership.
Partnership.
AGREEMENT:
NOW, THEREFORE, to t0 amend and restate

restate the
the entire
entire Prior
Prior Agreement of 0f the
the Partners
Partners with
with
respect
respect to their rights
t0 their rights and obligations
obligations asas Partners
Partners and with respect
respect to
to the
the Partnership
Partnership and its
its affairs,
affairs, and
in consideration of
in consideration of these premises, it
these premises, it is
is hereby
hereby agreed
agreed as
as follows:
follows:
ARTICLE 11
CONTINUATION
1.1.
1.1. Continuation.
Continuation. The Partners
Partners hereby
hereby continue
continue the
the Partnership
pursuant tot0 the
the Act.
Act.
General Partner
The General Partner hereby
hereby admits
admits the
the Limited
Limited Partners
Partners who areare a party
party to
t0 this
this Agreement, and the
the
Partners hereby
Partners hereby amend and restate
restate the Prior Agreement in
the Prior in its
its entirety
entirety on
0n the
the terms of
0f this
this Agreement.
Except as
Except as otherwise
otherwise provided
provided in this Agreement, the
in this the rights
liabilities of the
the Partners
Partners are
are governed by
by
the Act.
the Act.
1.2.
1.2. Name. The name of the Partnership
of the Partnership is “BP Capital
is "BP Capital Energy
Energy Equity
Equity Fund II,II. L.P.'~'
L.P.”
The General Partner is
General Partner i5 authorized
authorized to t0 make any
any variations
variations in
in the
the Partnership's
Partnership’s name that
that the
the General
Genera}
Partner
Partner may deem necessary or advisable;
necessary 01' provided, however,
advisable; provided, however, such name shall shall contain
contain the
the words
"'Limited
“Limited Partnership'' or the
Partnership" 0r the letters “LP." or
letters "L.P.'' “LP" or
0r "LP'' 0r the
the equivalent
equivalent translation
translation thereof.
thereof.
D-(Nov. 2008)
D—(Nov. Cammi Energv
2008) A&R BP Camtal bncrgy Eauitv
Luum Fund IL L.P .. DOC
11‘ L,P..[)(’)(

1.3.
1.3. Certificates Filings. If
Certificates and Other Filings. requested by
lfrequested by the
the General
General Partner,
Partner, the
Partners
shall
shall immediately
immediately execute
execute allall certificates
certificates and
and other
other documents consistent
consistent with
with the
the tenns
tenns ofof this
this
Agreement necessary
necessary for
for the
the General
General Partner
Partner toto accomplish
accomplish all
all filing,
filing. recording,
recording. publishing
publishing and
and other
other
acts
acts as
as may be be appropriate
appropriate tot0 comply with with all
all requirements for (i) the
for (i) the formation
formation and operation
operation of0f a
a
limited
partnership under the laws
laws ofof the
the State
State of Delaware,
Delaware, and (ii)(ii) if
if the
the General Partner
Partner deems it
it
advisable,
advisable. the
the operation
operation ofof the
the Partnership
Partnership asas aa limited
partnership. oror partnership
partnership inin which the
the Limited
Limited
Partners
Partners have limited
limited liability,
liability, in
in all jurisdictions where the
all jurisdictions the Partnership
proposes tot0 operate.
operate.
1.4.
1.4. Offices
Offices and
and Agent.
Agent, The principal
principal office
office and
and registered
registered office
Office of
of the
the Partnership
Partnership shall
shall be
be
located
located at
at the
the addresses
addresses set
set forth Exhibit A
forth on Exhibit A. or
0r at
at other
other places
places selected
selected by
by the
the General
General Partner
Partner after
after
sending
sending notice
notice of that
that change
change to
to the
the Limited
Limited Partners.
Partners. The registered
registered agent
agent of the
the Partnership
Partnership for
for service
service
of
of process
process shall be the
shall be the Person
Person set
set forth
forth on Exhibit
Exhibit A,
A, or
0r a
a substituted
substituted agent
agent selected
selected by
by the
the General
Genera]
Partner
Partner after
after sending
sending notice
notice of
0f that
that change tot0 the
Partners.
1.5.
1.5. Term.
Temm The Partnership
Partnership was fanned
formed as
as a
a limited
limited partnership
partnership under the laws of
the laws of the
the State
State
of Delaware on
0f Delaware on the
the date
date that
that the
the Certificate
Certificate was filed
filed with
with the
the Secretary
Secretary of State
State of the
the State
State of
0f Delaware
and,
and, unless earlier dissolved
unless earlier dissolved and terminated
terminated pursuant
pursuant to
t0 this
this Agreement, shall
shall continue
continue perpetually.
perpetually.
1.6.
1.6. Purposes.
Pumoses. The Partnership
Partnership is
is organized
organized primarily
primarily for
for the
the purpose
purpose ofof investing,
investing. primarily
primarily
through
through the
the Master
Master Fund,
Fund, in
in the
the Securities
Securities of
of companies engaged in in the
the energy,
energy, natural
natural resources
resources and
energy-dependent
energy-dependem industries
industries and
and to
to conduct
conduct all
a1] activities
activities listed
listed in
in Section
Section 6.1 (b), and
6.1113), and any
any other
other activities
activities
incidental thereto.
incidental thereto.
1. 7.
1.7. Limits.
Limits. The relationship
relationship between and among the the Partners
Partners is
is limited
limited to
to carrying
carrying on
on the
the
business
business 0fof the
the Partnership,
Partnership, as
as aa limited
partnership, as
as described
described in
in and
and inin accordance
accordance with
with this
this
Agreement.
Agreement. This This Agreement does
does not
not create
create aa general
general partnership
partnership between the
the parties
parties or
0r authorize
authorize any
any
party
party to
t0 act
act as
as general
general agent
agent for
for any
any other
other party.
party.
1.8.
1.8. Organizational
Organizational Costs.
Costs. The General
General Partner
Partner shall
shall pay
pay all
all legal,
legal, accounting,
accounting, printing,
printing,
travel,
travel, U.S.
U.S. "blue
“blue sky"
sky” filing
filing fees,
fees, and
and other
other organizational
organizational costs
costs incurred
incurred in
in connection
connection with
with the
the
formation
formation and capitalization of
and capitalization 0f the
the Partnership
Partnership and
and Master Fund.
Fund.
ARTICLE2
ARTICLE 2
DEFINITIONS
2.1.
2.1. Definitions.
Definitions. In
In this
this Agreement,
Agreement, the
the following
following terms,
terms, unless
unless the
the context
context otherwise
othewvise
requires,
requires, have the
the meanings indicated:
indicated:
"Accountant"
“Accauntant” means the the certified public accountant
certified public accountant oror firm
firm of0f certified
certified public
public
accountants,
accountants, if
if any,
any. selected
selected by
by the
the General
General Partner,
Partner, to
to perform certain
certain accounting
accounting functions
functions on
0n behalf
behalf of
0f
the
the Partnership.
Partnership.
"Act"
“Act" means the
the Delaware Revised
Revised Uniform Limited
Limited Partnership
Partnership Act as set f01ih
as set fonh in
in
Title
Title 6,
6, Chapter
Chapter 17,
17. of the
the Delaware Code,
Code, as
as amended from time
time to
to time
time (or
(01‘ any
any corresponding
corresponding
provisions of
provisions 0f succeeding
succeeding law).
law).
D-(N()\
l)-(Nm 2008)
2008:: A&R RP (‘zmnnl Fner'.r\
Bl) Capi1;1l l-ncrfn Fquif\'
Hun“ Fund
Hind 11 ,.P DOC
H L.P..WK‘ W
'I

"Affiliate'~
“Affiliate" means, withwith respect
respect to
to any
any "first" Person, (i)
“first" Person, (i) any
any Person
Person directly
directly or
0r indirectly
indirectly
controlling, controlled by,
controlling, controlled by, or
or under common control
control with
with the
the first
first Person,
Person, or
0r (ii)
(ii) a
a Person
Person directly
directly or
or
indirectly
indirectly owning,
owning, controlling,
controlling. oror having a a beneficial
beneficial interest
interest in
in fifty
fifty percent
percent (50%)
(50%) oror more of of the
the
outstanding voting
voting securities
securities or
0r interests
interests of the
the first
first Person.
Person. As used in in this
this definition
definition ofof Affiliate,
Affiliate. the
the
term "contror
“controf‘ means the possession, directly
the possession, directly or
or indirectly,
indirectly, of the
the power to to direct,
direct, or
or cause
cause the
the direction
direction
of,
of, the
the management and policiespolicies of aa Person,
Person. whether through
through ownership of of voting
voting securities
securities oror
partnership
partnership interests,
interests, by
by contract,
contract, or
0r otherwise.
otherwise.
"Agreement"
“Agreement" means this
this Amended and Restated
Restated Agreement of Limited
Limited Partnership,
Partnership, as
as
amended and supplemented from time
time to
to time.
time.
"Approval
“Approval of 0f the Limited Partners"
the Limited Partners” oror "Approved
“Approved by by the
the Limited
Limited Partners"
Partners” means the the
affirmative
affimlative approval
approval of the
Partners then
then entitled
entitled toto vote
vote (including,
(including, unless
unless otherwise
otherwise stated,
stated, the
the
General Partner
Partner and its
its Affiliates,
Affiliates, toto the
the extent
extent they
they hold
hold Limited Partner
Partner Interests),
Interests), who hold
hold Limited
Limited
Partner
Partner Interests
Interests that
that have more than
than fifty
fifty percent
percent ((5
50%)
0%) of the
the Capital
Capital Accounts of all all Limited
Limited Partner
Partner
Interests
Interests then
then entitled
entitled to
t0 vote.
vote.
"Approval of the
“Approval 0f the Partners" 0r "Approved
Partners” or “Appmved by
by the
the Partners"
Partners” means the
the (i)
(i) Approval of
of
the
Partners and
and (ii)
(ii) the
the affirmative
affirmative approval
approval of the
the General Partner.
Partner.
"Assignee"
“Assignee” has the
the meaning specified
specified in
in Section
Section 8.2(a).
8.2g a1.
"Bankruptcy"
“Bankruptcy” means,
means, for
for any
any Partner,
Partner, that
that Partner's
Partner’s taking
taking or
or acquiescing
acquiescing in in the
the taking
taking
of
0f an action
action seeking
seeking relief
relief under,
under, or
0r advantage of,of, any
any applicable
applicable debtor
debtor relief.
relief. liquidation,
liquidation, receivership,
receivership,
conservatorship,
conservatorship, bankruptcy,
bankruptcy. moratorium, rearrangement,
rearrangement, insolvency,
insolvency. reorganization,
reorganization, or or similar
similar law
affecting
affecting the
the rights
rights or
or remedies of creditors
creditors generally,
generally, as
as in
in effect
effect from time
time to
t0 time
time (the
(the term
term
"acquiescing" including,
“acquiescing” including, without limitation,
limitation, the
the failure
failure to
to file,
file, within
within ten
ten (10)
(10) days
days after
after its
its entry,
entry; a
a
petition, answer,
petition, answer, or
0r motion to
to vacate
vacate or
or to
to discharge
discharge anan order, judgment, or
order, judgment, or decree
decree providing
providing forfor any
any such
such
relief).
relief).
"Business
“Business Day" means any
any day
day on which the
the Federal
Federal Reserve Bank ofNew
of New York is
is open
open
for business.
for business.
"Capital Account" has

“CapitalAccount” has the
specified in
in Section
Section 3 .2(a).
3.21m.
"Capital
“Capital Contribution"
Contribution” means, with respect
respect to
t0 any
any Partner
Partner on any
any date,
date, the
the sum ofof (i)
(i) the
the
amount of0f money and (ii),
(ii), except
except as
as set
set forth
forth in
in Section
Section 3. l(a), the
3.1(a), the fair
fair market value
value of
0f property,
property, net
net of
of
any
any liabilities
liabilities assumed or
0r taken
taken subject
subject to
to by
by the
the Partnership,
Partnership, that
that has
has been contributed
contributed to
t0 the
the Partnership
Partnership
by that Partner
by that Partner on or
or by
by that
that date.
date.
"Cert~ficate"
“Certificate” means the
the separate
separate certificate
certificate of
0f limited
limited partnership
partnership of the
the Partnership
Partnership filed
filed
pursuant t0 the requirements of the
to the the Act.
Act.
"Code"
“Code” means the
the Internal
Internal Revenue Code of 1986,
1986., as
as amended from time to
t0 time
time (or
(or any
any
provisions of
corresponding provisions 0f succeeding law).
law).
“ERISA" means the

"BRISA" the Employee Retirement Income Security
Security Act of
of 1974,
1974, as
as amended.
amended.
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"ERJSA Partner" means any
“ERISA Partner” Limited Partner
any Limited that is
Partner that is an
an "employee benefit plan"
“employee benefit plan” within
within
the
the meaning ofof ERISA Section 3(3), aa "plan~' within
Section 3(3), “plan“ the meaning of
within the 0f Code Section
Section 4975(e)(l)
4975(e)(1) or a
or a
"benefit plan
“benefit plan investor"
investor" within the meaning of29
within the of 29 C.F.R.
C.F.R. 2510.3-101.
2510.3-101‘
"Fiscal Period" means the

“Fiscal Period” the period beginning on either
period beginning either the
the Initial
Initial Subscription
Subscription Date
Date or
0r the
the
first day
first day following
following thethe last
last day of the
day 0f the immediately preceding Fiscal
immediately preceding Period, as
Fiscal Period. as the
the case
case may be”be, and
and
ending on
ending 0n the
the earliest of (i)
earliest 0f (i) the
the date immediately preceding
date immediately preceding any Periodic Subscription
any Periodic Date, in
Subscription Date, in the case 0f
the case of
a Person then
a then receiving
receiving a Partnership Interest,
a Partnership (ii) the
Interest, (ii) the date on which there
date on there are
are Withdrawals,
Withdrawals, in in the
the case of
case of
a Person then
a then receiving
receiving aa Withdrawal, (iii) the
Withdrawal, (iii) the last
last day of each
day of each calendar
calendar year,
year, (iv)
(iv) the date on
the date on which thethe
Partnership liquidates,
Pannership liquidates, and
and (v)
(v) any other date
any other date determined
determined byby the General Partner.
"Fiscal
“Fiscal Year"
Year” means the
the period
period beginning on the
beginning on the Initial
Initial Subscription Date or
Subscription Date the first
or the first
day following
day following the
thelast day of
last day the immediately
0f the preceding Fiscal
immediately preceding Year, as
Fiscal Year, as the case may be,
the case be, and
and ending
ending on
0n
31 of
December 31 of each year.
each year.
"General Partner" means any

“General Partner” any Person
Person who (i)
(i) is
is named as such in
as such in the opening recital
the opening of
recital of
this Agreement, or
this or has
has become the or aa general
the or partner of
general partner of the
the Partnership
pursuant toto this Agreement;
this Agreement;
and (ii)
and has not
(ii) has not ceased
ceased t0
to be
be aa general
general partner
partner of the Partnership
0f the Partnership pursuant
pursuant to this Agreement.
t0 this Agreement.
"General
“General Partner Expenses" means the
Partner Expenses” the costs,
costs, expenses,
expenses, or charges incurred
or charges incurred byby the
the
General Partner
General on behalf
Partner on behalf of the
the Partnership
Partnership in conducting its
in conducting business, including
its business, including without
without limitation,
limitation,
salaries and
salaries and wages, advertising and marketing expenses,
wages, advertising expenses, utility costs, office
utility costs, office space,
space, facilities,
facilities, supplies,
supplies,
and a1]
and all other
other expenses incurred in
expenses incurred in the day-to-day operation
the day~to-day operation of
of a business similar
a business similar to
to the business of
the business 0f the
the
Partnership, including any
Partnership, including any fees
fees paid
paid toto sub-advisors
sub—advisors that
that may be be retained
retained by
by the General Partner
the General Partner and
and
organizational costs but excluding Partnership
but excluding Partnership Expenses.
Expenses
"Indemnffied Parties" has

“Indemnified Parties” has the
specified in
in Section
Section 6.5(a).
6.5( a}.
"Initial
“Initial Subscription Date" means the
Subscription Date” the date on which the
date on General Partner
the General Partner first
first accepts
accepts
subscriptions.
subscriptions.
"Limited Partner" means any

“Limited Partner” Person who (i)
any Person (i) has a limited
has become a limited partner
partner 0ror an
an
additional 0r
additional or substituted
substituted limited
limited partner of the
partner 0f the Partnership
Partnership pursuant to this
pursuant to this Agreement;
Agreement; and
and (ii)
(ii) has
has not
not
ceased to
ceased be aa limited
to be limited partner of the
pursuant to
to this
this Agreement.
"Limited Partner Interests”

“Limited Partner Interests" means, with respect
means, with respect to
to each Limited Partner,
each Limited the Partnership
Partner, the Partnership
Interest
Interest held by that
held by Limited Partner
that Limited as aa Limited
Partner as Limited Panner.
Partner.
"Liquidator"
“Liquidator” has
has the
specified in
in Section
Section 10.1 Ca).
10.1(a1.
"Master Fund'' means BP Capital

“Master Fund“ Energy Equity
Capital Energy Equity Fund Master II,
II, L.P.,
L.P., a
a Cayman Islands
Islands
exempted limited partnership.
limited partnership.
"Master Agreement" means the

“Master Fund Agreement” the Amended and Restated
of Limited
Limited
Partnership of
Partnership of the
the Master Fund,
Fund as
as may be
be amended from time
time to
t0 time.
time.
"Net Asset Value" means,

“Net Asset on any
means, on any date.
date, the
the excess
excess of
of (i)
(i) the
the sum 0f
of the
the value
value of all of
of all the
offlxe
assets of
assets the Partnership
0f the Partnership including
including its
its interest in the
interest in the Master Fund as of the
as of the date
date of
0f determination,
determination, asas
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determined
determined in accordance with Section
in accordance Section 4.3,
4.3, over (ii) the sum of
(ii) the 0f all
all of
0f the liabilities of
the liabilities the Partnership
0f the Partnership as
as
of the
0f the date
date of detennination.
0f determination.
"Partners'· means, collectively.

“Partners“ means, collectively, the
the General Partner
Partner and the
Partners.
"Partnership'' the partnership

“Partnership" means the partnership formed pursuant to
to this
the
partnership continuing
partnership continuing the
the business
business 0fthe
of the Partnership
Partnership in
in the
the event ofdissolution
of dissolution as
as herein provided.
herein provided
''Partnership Expenses'' means (i)

"Partnership Expenses" (i) the costs, expenses,
the costs. expenses. or charges incurred
or charges incurred by
by the
the
Partnership, directly
Partnership, or indirectly,
directly or indirectly. in
in connection with the investment and
the investment and trading
trading activities of the
activities of the
Partnership, including
Partnership, including without
without limitation,
limitation. brokerage commissions, mark-ups, margin interest,
interest. and other
other
transaction costs
transaction costs to
to brokers;
brokers: (ii)
(ii) accounting,
accounting. auditing, appraisal. consulting
auditing. appraisal, consulting and legal
legal fees
fees and expenses,
expenses,
including
including forfor litigation,
litigation, preparation
preparation of the Partnership's
of the Partnership’s financial
financial statements and reports,
statements and reports, tax returns and
tax returns and
Schedule K-1
Schedule K—ls;s: (iii)
(iii) any
any taxes,
taxes. fees
fees or
or other
other governmental
governmental charges levied
levied against
against the
the Partnership;
Partnership;
(iv) interest
(iv) interest on and fees
fees and expenses arising
arising out of all
out of all borrowings
borrowings made by by the
the Partnership;
Partnership; (v)(v) expenses
of the
0f the meetings 0f of Limited
Limited Partners,
Partners, if if any;
any; (vi)
(Vi) the
the costs
costs of any litigation
ofany and indemnification
litigation and indemnification relating
relating to
to
the affairs
the affairs of the
the Partnership;
Partnership; and
and (vii) any other
(vii) any other expenses of the Partnership
0f the Partnership that are neither
that are neither General
Partner
Partner Expenses nor overhead expenses" expenses, including,
including, in the case
in the case of any
any expenses directly
directly related
related to the
to the
Partnership's and
Partnership’s and one or or more of0f the
the Related
Related Funds' investments,
Funds’ any portion
investments, any portion of
of such joint expenses that
such joint that
the
the General
General Partner
Partner determines
detemines areare properly
properly and ratably
ratably allocable
allocable to
to the
the Partnership.
Partnership.
"Partnership Interest" means the

“Partnership Interest” the entire
entire ownership interest of aa Partner
interest of in the
Partner in the
Partnership at
Partnership at any particular time‘
any particular time, including
including the
the rights
rights and obligations of the
obligations 0f the Partner
Partner under this
this
Agreement and the

the Act.
Act.
"Periodic Subscription Date”

“Periodic Subscription Date" means any
any date
date after the Initial
after the Initial Subscription
Subscription Date upon
which the
the General Partner, in
Genera] Partner, in its
its sole discretion, accepts
sole discretion, accepts subscriptions
subscriptions for
for Limited Partner
Partner Interests.
Interests,
"Person" any corporation,

“Person” means any corporation, limited
limited liability
liability company,
company, partnership, co-tenancy,
partnership, co—tenancy,
joint venture,
joint trust, any
venture, trust, any other
other legal
legal entity, or natural
entity, 0r natural person whether or
or not a party
not a party to
to this
this Agreement.
"Positive Basis" has

“Positive Basis” the meaning specified
has the specified in
in Section
Section 4.l(b).
4.11m.
"Positive Basis Partner”

“Positive Basis Partner" has the
the meaning specified
specified in
in Section
Section 4. l(b).
4.1(b 1.
"Prime Rate" means the

“Prime Rate” the rate
rate of
0f interest
interest per stated from time
per annum stated time to
to time
time in
in
Wall Street
The Wall Street Journal
Journal (0r
(or any successor publication
any successor publication thereto)
thereto) as the base
as the base rate corporate loans
rate on corporate loans for
for at
at
least seventy-five percent

least seventy-five percent (75%)
(75%) of the
the thirty
thirty (30)
(30) largest
largest banks in the United States.
in the States.
"Prior Agreement" has

“Prior Agreement” has the
specified in the recitals
in the recitals of
of this
this Agreement.
''Related
“Related Fund" has
has the
specified in
in Section
Section 6.7(a).
6.7g a).
"Securities"
“Securities” means the following: (i)
the following: securities of
(i) securities 0f any kind (including.
any kind (including, without
without
limitation, "securities"
limitation, “securities" as that
as that term
term is
is defined
defined in Section 2(a)(1)
in Section 2(a)(1) of
0f the
the Securities Act of
Securities Act of 1933,
1933. as
as
amended); (ii)
amended); (ii) commodities of
of any kind (as
any kind (as that
that term
term is
is defined
defined by
by the U.S. Securities
the U.S. Securities Laws and the rules
the rules
and regulations promulgated thereunder);
regulations promulgated thereunder); (iii)
(iii) any
any contracts
contracts for
for future
future or
or forward delivery
delivery of
0f any
any
security,
security, commodity oror currency;
currency; (iv)
(iv) any contracts based
any contracts based on any
any securities
securities or
or group of 0f securities,
securities.
or currencies;
commodities 0r (v) any
currencies; (v) any options
options on any
any contracts
contracts referred
referred to
to in clauses (iii)
in clauses (iii) or
or (iv):
(iv): or any
or (vi) any
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evidences
evidences of0f indebtedness (including participations
indebtedness (including participations in or assignments 0f
in or of bank loans
loans or trade credit
0r trade credit
claims);
claims); which items
items include.
include, butbut are
are not
not limited
limited to. capital stock,
to~ capital stock. common stock. preferred stock.
stock. preferred stock
convertible securities,
convertible reorganization certificates,
securities. reorganization certificates. subscriptions, warrants, rights,
subscriptions, warrants. rights, options.
Options. puts,
puts, calls,
calls.
bonds.
bondsV mutual
mutual fund
fund interests,
interests. debentures. notes, certificates
debentures. notes‘ certificates of
0f deposit,
deposit. letters of credit,
letters 0f bankers
credit, bankers
acceptances, trust
acceptances. trust receipts and other
receipts and other securities
securities of anyany corporation
corporation 0r or other
other entity,
entity. whether readily
readily
marketable or
marketable or not‘
not, rights
rights and
and options.
options, whether
whether granted
granted oror written by the
wrinen by the Partnership
Partnership or0r by
by others, treasury
others, treasury
bills,
bills, bonds and
and notes.
notes, any
any securities
securities or
0r obligations
obligations issued
issued or
or guaranteed by the United States
by the States or
0r any
any
foreign country or
foreign country any state
0r any state oror possession
possession of of the
the United
United States or any
States 0r any foreign
foreign country
country or
0r any
any political
political
subdivision or
subdivision or agency
agency oror instrumentality
instrumentality of of any
any of
of the
the foregoing,
foregoing, and derivatives
derivatives of any
any of the
the foregoing.
foregoing.
"Separate Account" has

“Separate Account” the meaning specified
has the in Section
specified in 3 .3.
Section 3.3.
"Subscription Agreement" means,

“Subscription Agreemenl” means, with respect to
with respect to each Limited Partner,
Partner, the
the Partnership
Partnership
Subscription
Subscription Agreement duly
duly completed
completed and
and executed by that
executed by that Limited
Limited Partner
Partner and accepted
accepted by
by the
the
General Partner.
General Partner.
''Substitute
“Substitute Limited Partner" has
Limited Partner” the meaning specified
has the in Section
specified in Section 8.2(b).
8.211) Q.
"Tax Account" has

“Tax Account” has the
specified in Section 3.21m.
in Section 3.2(a).
"Tax-exempt Limited Partner”

“Tax—exempt Limited Partner" means any
any Limited Partner
Partner that
that is
is exempt from income
taxation under
taxation under Code Section
Section 50l(a).
501(a).
"Treasury Regulations" means the

“Treasury Regulations” the Income Tax Regulations,
Regulations, including
including temporary
temporary
regulations, promulgated
regulations, promulgated under the Code, as
the Code, those regulations
as those regulations may be amended from
from time
time to
t0 time
time
(including corresponding provisions
(including corresponding provisions of
of succeeding regulations).
succeeding regulations).
"Withdrawaf'
“Withdrawaf’ has the meaning specified
in Section
Section 8.5(a).
8.5(a1.
"Withdrawal Date" has

“Withdrawal Date” has the
the meaning specified in Section
specified in 8.5(a).
Section 8.5(a).
2.2.
2.2. Other
Other Definitions.
Definitions. All
All defined terms used
defined terms used in
in this
this Agreement that are not
that are not defined
defined in
in this
this
Article 2 have the

Article 2 meanings given
the meanings given to elsewhere in
t0 them elsewhere in this
this Agreement.
ARTICLE3
CAPITALIZATION
3 .1.
3.1 . Capital Contributions.
(a)
(a) General
General Partner.
Partner. The Genera]
Genera] Partner, together with
Partner, together with its
its Affiliates,
Affiliates, shall
shall
contribute
contribute $100,000
$ 00,000 for
1 a Partnership
for a Partnership Interest and may make additional
Interest and additional contributions
contributions to
t0 the
the capital
capital of
0f the
the
Partnership in
Partnership in cash or property
cash or property at
at such
such times
times and in
in such as the
such amounts as the General Partner
Partner may determine
determine
in
in its
its sole
sole discretion.
discretion.
(b)
(b) Limited Partners.
Limited Partners, Each Limited Partner
Partner shall
shall make contributions
contributions to
to the
the
capital
capital of the
of Partnership equa)
the Partnership equal t0
to the
the amount shown 0n that Limited Partner~
on that Partner’ss Subscription
Subscription Agreement;
Agreement:
provided, however,
provided, however, the
the Capital
Capital Contribution by each
Contribution by each Limited Pminer shall
Limited Partner shall equal
equal at
at least
least $1,000,000
$1.000.000
(unless the General
(unless the Partner, in
General Partner. its sole
in its discretion, agrees
sole discretion, agrees to a lower amount).
t0 a amount). The Genera}
General Partner,
Partner.
D—(Nm'. 2008) A&R RP

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6

in
in its
its sole
sole discretion,
discretion, may accept
accept non-cash Capital
Contributions. Each Limited Partner's
Partner’s Capital
Capital
Contribution
Contribution shall
shall be
be payable
payable in
in immediately
immediately available
available funds
funds on
0n or
0r before
before any
any Periodic
Periodic Subscription
Subscription
Date, as
Date, as determined
by the Partner. All
All subscribers
subscribers who have
have been accepted
accepted by
by the
the General
Genera]
Partner shall
Partner shall be
be deemed admitted
admitted to
to the
the Partnership
Partnership as
as Limited Partners
Partners at
at the
the time they
they are
are reflected
reflected as
as
such
such inin the
the books and records of the
and records the Partnership.
Partnership
((c)
c) Additional
Additional Capital
Contributions. No Partner
Partner isis obligated
obligated tot0 make further
further
contributions
contributions to the capital
t0 the capital of
0f the
the Partnership
Partnership other
other than
than as
as required
required by
by this
this Section
Section 3
3..1.
1.
3.2.
3.2. Capital
Capital Accounts and Tax Accounts.
(a)
(a) Accounts. The Partnership
Accounts. Partnership shall
shall establish
establish for
for each Partner
Partner a
a tax
tax capital
capital account
for
for income tax
tax accounting
accounting purposes (the "Tax
purposes (the Account"), and aa capital
“Tax Account"), capital account forfor partnership
partnership
accounting
accounting purposes (the "Capital
purposes (the Account"). The initial
“Capital Account”). balance of
initial balance 0f the
the Capital
Capital Account and thethe Tax
Account for
for each Partner
each Partner shall
shall be the
the amount of the
the Partner's
Partner’s initial
initial Capital
Capital Contribution.
Contribution. Thereafter,
Thereafter. the
the
accounts
accounts of each
each Partner
Partner shall
shall be adjusted
adjusted as
as provided
provided inin this
this Sections
Sections 3 .2 and 3; and Articles
3.2 Articles 4 and .8_.
g.
(b)
(b) Tax Account. At the the end of0f each Fiscal
Fiscal Year,
Year, the
the balance
balance of the Tax Account of
ofthe 0f
each
each Partner
Partner at the
at the beginning
beginning of that
that Fiscal
Fiscal Year shall
shall be:
be: (i)
(i) increased
increased by (A)
by (A) the
the sum of any
any additional
additional
Capital
Contributions by by that
that Partner
Partner during
during that
that Fiscal
Fiscal Year,
Year, (B)
(B) the
the sum of thethe Partner's
Partner’s allocable
allocable share
share
of
of Partnership
Partnership taxable
taxable and tax-exempt income during during that
that Fiscal Year, and (C)
Fiscal Year, (C) any
any amount credited
credited toto
such
such Partner
Partner pursuant
pursuant to to Section
Section 3.33.3 during
during that
that Fiscal
Fiscal Year;
Year; and (ii)(ii) decreased
decreased byby (A)
(A) the
the sum of any any
cash
cash and thethe adjusted
adjusted taxtax basis
basis of any other property
any other property distributed
distributed tot0 the
the Partner
Partner during thatthat Fiscal
Fiscal Year,
Year,
(B)
(B) the
the sum of0f the
the Partner's
allocable share
share of Partnership
Partnership taxable
taxable losses
losses during
during that
that Fiscal Year, (C)
Fiscal Year, (C) the
the
sum of 0f the
the Partner's
allocable share
share of
0f Partnership
Partnership expenditures,
expenditures, that that are
are not deductible
deductible by by the
the
Partnership
Partnership inin computing its taxable income and not
its taxable not properly
properly chargeable to to the
the Partner's Capital
Capital Account
during
during that
that Fiscal
Fiscal Year,
Year, and (D) any
(D) any amount charged against
against such Partner
Partner pursuant
pursuant to
t0 Section
Section 33.3
.3 during
during
that
that Fiscal
Fiscal Year.
Year.
((c)
c) Capital
Capital Account. At the the end of0f each Fiscal
Fiscal Period,
Period. the
the balance of the
the Capital
Capital
Account ofof each
each Partner
Partner at the beginning of that
at the that Fiscal
Fiscal Period shall
shall be:
be: (i)
(i) increased
increased by (A)
by (A) the
the sum of 0f
any
any additional
additional Capital Contributions by
Capital Contributions by that
that Partner
Partner during that
that Fiscal
Fiscal Period,
Period, (B)
(B) the
the sum of the the
Partner's
Partner’s share
share of profits (if
of profits (if any)
any) during
during that
that Fiscal Period, and (C)
Fiscal Period, (C) any
any amount credited
credited to
to such
such Partner
Partner
pursuant
pursuant to
t0 Section
Section 6.96.9 during
during that
that Fiscal
Fiscal Period;
Period: and (ii)
(ii) decreased
decreased by
by (A)
(A) the
the sum of cash
cash and the
the fair
fair
market value
value of
0f any
any other
other property
property distributed
distributed to
t0 the
the Partner
Partner during that
that Fiscal
Fiscal Period,
Period, (B)
(B) the
the sum of
of the
the
Partner's share
Partner’s share of losses
losses (if
(if any)
any) during
during that
that Fiscal Period, and (C)
Fiscal Period, (C) any
any amount charged against
against the
the
Partner pursuant t0
Partner pursuant to Section
Section 3 .3 during that
3.3 that Fiscal
Fiscal Period.
Period.
((d)
d) Timing and Assignees.
Assignees. The CapitalCapital Account and Tax Account of 0f each Partner
Partner
shall
shall be determined
determined after
after giving
giving effect
effect to
t0 all
all transactions
transactions that
that have occurred
occurred before
before the
the determination
determination isis
made giving
giving rise
rise to
to an
an allocation
allocation of
of income,
income, gains,
gains, losses,
losses, or
0r deductions,
deductions, andand after
after giving
giving effect
effect to
to all
a1]
prior
prior distributions.
distributions. A Partner
Partner who acquires
acquires a a Partnership
Interest, or0r whose Partnership
Interest is
is
increased,
increased, by
by a
a transfer
transfer to
to that
that Partner
Partner of all
all or
or part
part of
0f the
the Partnership
Interest of another
another Partner
Partner shall
shall
have aa Capital
Capital Account and Tax Account that that includes
includes that
that portion
portion of thethe Capital
Capital Account balance
balance
attributable
attributable to
t0 the
the acquired
acquired or
0r transferred
transferred Partnership
Partnership Interest.
Interest. IfIf the
the Partnership
Partnership makes an an election
election under
Code Section
Section 754,
754, then
then the
the Partner
Partner affected
affected by by aa special
special basis
basis adjustment pursuant
pursuant tot0 Code Section
Section 743
shall
shall not
not receive
receive Capital
Capital Account adjustment
adjustment withwith respect
respect to
to that
that basis
basis adjustment.
adjustment
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((e)
e)Single
Single Capital
Capital Account and Tax Account. A single single Capital
Capital Account and Tax
Account shall
shall be
be maintained for
for each
each Partner,
Partner. which Capital
Capital Account and Tax Account shall
shall reflect
reflect all
all
allocations,
allocations, Capital
Capital Contributions,
Contributions. distributions
distributions or
or other
other adjustments required
required by
by this
this Section
Section 3 .2 or
3.2 0r
Articles 4 and
Articles ~ with
and § with respect
respect to
to the
the Partnership
Interest owned by
by that
that Partner,
Partner, regardless
regardless of
0f whether
Whether that
that
Partner
Partner owns more than
than one class
class of
of interests
interests in
in the
the Partnership.
Partnership.
(f)
(f) No
N0 Obligations
Obligations to
to Third Parties. No prov1s1on
Third Parties, provision of
0f this
shall be
be
construed to
t0 create
create an
an obligation
obligation of
of a
a Partner
Partner to
to contribute
contribute additional
additional capital
capital to
to the
the Partnership
Partnership for
for the
the
benefit of
benefit of any
any third
third party.
party.
(g)
(g) Modification
Modification to to Comply. provisions of
Comply. The provisions 0f this
this Section
Section 3 .2 and other
3.2 other provisions
provisions
set
set forth
forth in
in this
this Agreement relating
relating toto the
the maintenance of of aa Capital
Capital Account and a a Tax Account are are
intended
intended tot0 comply
comply withwith Treasury
Treasury Regulations Section 1.
Regulations Section 704-1 (b ), and shall
1.704-1(b), shall be interpreted
interpreted and applied
applied in in
aa manner consistent therewith. If

consistent therewith. lf the
the General
General Partner
Partner determines
determines that
that it
it is
is necessary
necessary or
or prudent to modify
to modify
or
or adjust
adjust the
the manner in in which thethe Capital
Capital Account and Tax Account,
Account, or or any
any debits
debits oror credits
credits to10 the
the
Capital
Capital Account and Tax Account,Account, are are computed in in order
order to
to comply with the the Treasury
Treasury Regulations,
Regulations, the the
General Partner
Partner shall
shall make a a modification
modification or or adjustment,
adjustment. so so long
long asas such modification
modification is is not
not likely
likely to
to
have aa material
material effect
effect on
0n the
the amounts distributable
distributable to any
to any Partner
Partner pursuant
pursuant to
to Section
Section 10.3
10.3 on the
the
liquidation
liquidation ofof the Partnership.
the Partnership.
33.3.
.3. Separate
Separate Accounts.
Accounts. The Master Fund Agreement includes includes a a provision
provision under which the the
Partnership
Partnership and the the Master Fund may agree to treat
agree to treat all
all or
or any
any portion
portion of
0f the
the Partnership's
Partnership‘s partnership
partnership
interest
interest inin the
the Master Fund as as aa separate
separate partnership
partnership interest
interest (each
(each such
such portion
portion being
being aa "Separate
“Separate
Account") for
Account”) for purposes of of computing the the Master Fund's
Fund’s managing general general partner's
partner’s performance
allocation, management fee
allocationfl fee and
and distributions
distributions attributable
attributable to
to each such
such Separate
Separate Account.
Correspondingly,
Correspondingly, unlessunless the
the General
General Partner
Partner and a a Limited
Limited Partner
Partner agree
agree otherwise,
otherwise, the
the Partnership
Partnership shall
shall
maintain
maintain a a Separate
Separate Account for for each
each Partner
Partner and
and each
each separate
separate investment made by by that
that Partner
Partner in
in order
order
to
to pass-through
pass—through from the the Partnership
Partnership to to each
each Limited
Limited Partner
Partner the
the allocations,
allocations, management fee fee and
and
distributions
distributions associated
associated with
with that
that Limited
Limited Partner's
Partner’s indirect
indirect investment in in the
the Master Fund as as if
if that
that
Limited Partner
Partner had made a a direct
direct investment
the Master Fund (in (in any
any such
such case,
case, the
the Limited
Limited Partner's
Partner’s
Capital
Capital Account hereinherein will be adjusted
will be adjusted accordingly).
accordingly). Such Separate
Separate Accounts shallshall be
be maintained
maintained as as
determined necessary
determined necessaly or
0r advisable
advisable byby the
the General
General Partner.
Partner.
ARTICLE 4
4.1.
4.1. Tax Allocations.
Allocations.
(a)
(a) For each
each Fiscal
Fiscal Year,
Year, subject
subject toto Section
Section 4.l(b),
4.1(bL items
items of income,
income. gain,
gain, loss,
loss. deduction
deduction or
or
credit (including items
credit (including items of
0f income oror gain
gain that
that are
are not
not subject
subject toto federal
federal income taxation
taxation andand items
items that
that
are
are not
not deductible
deductible for
for federal
purposes andand not
not properly
properly chargeable
chargeable toto Capital
Capital Accounts)
Accounts)
shall be
shall be allocated
allocated solely
solely for
for income tax
tax purposes
purposes among the the Partners
Partners inin any
any equitable
equitable andand consistent
consistent
manner, as reasonably determined
as reasonably determined by the General
by the General Partner,
Partner, that
that reflects
reflects amounts credited
credited or0r debited
debited to
I0
each
each Partner's
Partner’s Capital
Capital Account for for the
the current
current andand prior
prior Fiscal
Fiscal Years and shallshall be reflected
reflected inin the
the
Partners'
Partners’ Tax Accounts accordingly.
accordingly. These allocations
allocations shall
shall be made pursuant
pursuant to
to the
the general
general principles
principles
of Code Sections
0f Sections 704(b)
704(b) and 704( c)
704(c) and in
in accordance with
with any temporary
any temporary or
or final
final regulations
regulations adopted
thereunder.
thereunder.
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(b)
(b) If
If the Partnership realizes
the Partnership realizes income or 0r gains
gains for
for federal
purposes forfor
any
any Fiscal
Fiscal Year during
during or or as
as of
of the
the end of which one or or more Positive
Positive Basis
Basis Partners
Partners withdraw from the the
Partnership. the General Partner
Partnership. the Partner shall
shall (unless
(unless it
it determines
determines that
that allocations
allocations should
should be
be made in in some other
other
manner) allocate
allocate these
these items for for tax
tax purposes as as fol1ows:
follows: (i)
(i) first,
first among the the Positive
Positive Basis
Basis Partners,
Partners. inin
proportion to
proportion to the
the respective
respective Positive
Positive Basis
Basis (as
(as hereinafter
hereinafter defined)
defined) of of each Positive
Positive Basis
Basis Partner,
Partner, until
until
either
either the
the full
full amount of such such items
items shall
shall have been allocated
allocated oror the
the Positive
Positive Basis
Basis of each
each Positive
Positive Basis
Basis
Partner shall have been eliminated,
Partner shall have been eliminated, and then to
then to the other Partners
the other Partners in in accordance
accordance with
with Section
Section 4.1 (a).
4.1ga).
herein. (i)
As used herein, the term "Positive
(i) the “Positive Basis"
Basis” means, with respect
respect toto any
any Partner
Partner and as as of any
any time
time of
calculation,
calculation, the
the amount by by which the Partner's Capital
the Partner’s Capital Account as as of
0f that
that time exceeds the the Partner's
Partner’s Tax
Account as as of that
that time;
time; and (ii)(ii) the
the term
term "Positive
“Positive Basis
Basis Partner"
Partner” means any
any Partner
Partner who withdraws
withdraws
the Partnership
from the Partnership and and who has has Positive
Positive Basis
Basis asas of
0f the
the effective
effective date
date of the
the Partner's Withdrawal,
Partner’s Withdrawal, but but
the Partner
Partner shall
shall cease
cease tot0 be a a Positive
Positive Basis
Basis Partner
Partner atat the
the time the the Partner
Partner shall
shall have received
received
allocations
allocations pursuant
pursuant to to this Section 4.l(b)
this Section 4.] (b1 equal
equal toto the Paiiner's Positive
the Partner’s Positive Basis
Basis as
as of
of the
the effective
effective date
date of
of
the Partner’s
the Partner's Withdrawal.
Withdrawal.
(c)
(c) Different items of
Different items taxable income (and
oftaxable (and loss)
loss) of
0f the
the Partnership
Partnership shall
shall be
be allocated
allocated
to
to Paiiners
Partners in the same ratio
in the ratio in
in which such
such taxable
taxable income (or
(or loss)
loss) is
is allocated
allocated under
under Sections
Sections 4.
4. l(a)
11a! and
and
4. l(b).
4.11m.
(d)
anything toto the
the contrary
contrary contained
contained herein,
herein, non0 allocation
allocation ofof
losses
losses shall
shall be made pursuant
pursuant to
t0 this
this Section
Section 4.1
4.1 to
to any
any Partner
Partner to
t0 the
the extent
extent that
that such
such allocation
allocation would
would
cause oror increase
increase aa deficit
deficit balance in in that
that Partner's
Partner’s Capital
Capital Account as as of the
the end
end of the
the Fiscal
Fiscal Period
Period to
t0
which the
the allocation
allocation relates.
relates. Solely
Solely for
for purposes of this
this Section
Section 4.1 (d)
4.11m and Section
Section 4. l (e), the balance
4.116), the balance of of
aa Partner's
Partner’s Capital
Capital Account shallshall be reduced by
be reduced by the
the amounts described
described in in Treasury
Regulations
Sections
Sections 1.704-l(b)(2)(ii)(d)(4),
1,704-1(b)(2)(ii)(d)(4), (5)
(5) and (6).
(6). The amount of of any
any losses
losses that,
that, but
but for
for this
this Section
Section 4.l(d),
4.11m,
would otherwise be allocated to aa Partner
allocated to Partner shall
shall instead
instead first
first be allocated
allocated and charged
charged to to the
the Capital
Capital
Account of 0f those
those Partners
Partners having a positive
positive balance
balance inin their
their respective
respective Capital
Capital Accounts in in proportion
proportion toto
such positive
positive balances
balances and,
and, after
after all
all such
such positive
positive balances
balances areare reduced to to zero,
zero, shall
shall bebe allocated
allocated toto the
the
General Partner.
Partner.
(e)
(e) Notwithstanding anything anything to to the
the contrary
contrary contained
contained herein,
herein, any
any Partner
Partner
who unexpectedly
unexpectedly receives
receives an allocation
allocation or
0r distribution
distribution described
Regulations
Sections 1.
Sections 704-1 (b )(2)(ii)( d)( 4 ), ((5)
1.704-1(b)(2)(ii)(d)(4), 5) or
or ((6)
6) that
that creates
creates or
or increases
increases a a deficit
deficit balance
balance inin the
the Partner's
Partner’s
Capital
shall be allocated
allocated itemsitems of gross
gross income and gaingain for
for Capital
Capital Account purposes
purposes inin an
an
amount and manner sufficient
sufficient to to eliminate,
eliminate, tot0 the
the extent
extent required
required by
by the
the Treasury
Treasury Regulations,
Regulations, the
the deficit
deficit
balance as
balance as quickly
quickly asas possible.
possible. Any amounts allocated allocated pursuant
pursuant toto this
this Section
Section 4.1 (e) for
4.1161 for any
any Fiscal
Fiscal
Period shall
shall be excluded from profitsprofits or or losses
losses for
for the
the Fiscal
Fiscal Period.
Period.
(f)
(f) Notwithstanding anything
Notwithstanding anything tot0 the
the contrary
contrary contained
contained herein,
herein, butbut subject
subject to t0
Sections 4.1
4.1(d) ~' if
(d) and flfig), if any
any allocations
allocations are
are made pursuant to to Sections
Sections 4.1 (d) or~'
4.](d) or §4._1(§), subsequent
subsequent
allocations of items
allocations items of gross
gross income,
income. gain,
gain, deduction
deduction oror loss
loss pursuant to to this
this Section
Section 4.1
4.1 shall
shall be
be made
so that the
so that the net
net amount of 0f any
any items
items allocated
allocated to
to each Partner
Partner shall,
shall, to
t0 the
the extent
extent possible,
possible, be equal
equal toto the
the
net
net amount that
that would have been allocated
allocated to
to each Partner
Partner if
if allocations
pursuant to
t0 Sections
Sections 4. 4.]l(d)
d or0r
~
4.1161 had not
not been made. Any amounts of gross gross income,
income, gain,
gain, loss
loss or
or deduction
deduction allocated
allocated pursuant
pursuant to t0
this
this Section 4.1 (f) for
Section 4.1gfl for any
any Fiscal
Fiscal Period
Period shall
shall be excluded from profits
profits oror losses
losses for
for the
the Fiscal
Fiscal Period.
Period.
(g)
(g) To the
the extent,
extent, if
if any,
any, that
that expenses to
to be borne by by the
the General
General Partner
Partner are
are
deemed t0
to constitute
constitute items
items of Partnership
Partnership loss,
loss, expense or
or deduction rather
rather than
than items
items of loss,
loss. expense or
expense 0r
deduction 0f
of the
Partner. the
the payment of 0f such
such expenses by
by the
the General Partner
Partner shall
shall be
be deemed a a
D-(Nov. 2008) A&R BP Capital

D~(Nm 2003)
, Energv Equity
Capital Energy Equity Fund 11.
11. L.P .. DOC
L.I’..DO~C" (}
Q

GENERAL INFORMATION
Auditors
The financial statements of Fund II for each fiscal year will be prepared in accordance with generally
accepted accounting principles and audited by Ernst & Young LLP or another nationally recognized
accounting firm.
This Memorandum contains references to or summaries of certain provisions of the Partnership
Agreement, the Master Fund Partnership Agreement and certain other documents. All such summaries are
qualified in their entirety by reference to said documents, copies of which will be made available (subject to
certain limitations and requirements) by the General Partner upon request, and reference is made to such
documents for complete information concerning the rights and obligations of the parties thereto. Those
agreements and the various other documents referred to in this Memorandum or included in the appendices
may be subject to further negotiation or changes. Such negotiations and changes will not, however, result in
changes that, in the aggregate, are materially adverse to the Limited Partners. It is not anticipated that revised
drafts of documents will be distributed to subscribers for Limited Partner Interests prior to the time such
subscribers are admitted to Fund II as Limited Partners. However, prospective Limited Partners and their
authorized representatives are invited to review any such materials from time to time at the offices of Fund II
or to make inquiry of the General Partner with respect thereto. Information contained herein has been
obtained from sources deemed reliable. Such information necessarily incorporates significant assumptions as
well as factual matters.
During the course of the Offering, each prospective investor is invited to examine documents relating to
this investment and to ask questions of and obtain additional information from the General Partner concerning
the terms and conditions of the Offering or any other relevant matters (including, but not limited to, additional
information necessary to verify the accuracy of the information set forth herein) to the extent the General
Partner possesses such information or can acquire it without unreasonable effort or expense. The
General Partner can be contacted at 260 Preston Commons West, 8117 Preston Road, Dallas, Texas 75225,
and additional information may be obtained by calling (214) 265-4165.

EXHIBIT A-6

5.3.
5.3, Outside
Outside Activities.
Activities, A Limited
Limited Partner
Partner shall
shall be
be entitled
entitled to
t0 and may have business
business
interests and engage
interests and engage inin activities
activities in
in addition
addition to
Io those
those relating
relating to
to the
the Partnership,
including business
business
interests, investments
interests. investments and activities
activities in
in direct
direct competition
competition with
with the
the Partnership.
Partnership. Neither
Neither the
the Partnership,
Partnership,
any other Partner
any other Partner nor
nor any
any other
other Person
Person shall
shall have any
any rights
rights by
by virtue
Virtue of
0f this
this Agreement inin any
any such
such
business
business ventures
ventures or
or investments
investments of 0f any
any Limited
Limited Partner.
Partner.
5.4.
5.4. Admission of of New Partners.
Partners. New Partners
Partners may,
may, with the
the consent
consent of the General Partner
Ofthe Partner
and without
without the
the approval
approval ofof any
any Limited
Limited Partner,
Partner. bebe admitted
admitted to
t0 the
the Partnership
Partnership asas Limited Partners
Partners at
at the
the
end
end ofof any
any Fiscal
Fiscal Period
Period on terms
terms determined
determined by
by the
the General
General Partner
Partner so
so long
long as
as the
the total
total number of
of
Paiiners
Pa11ners does
does not
not exceed ninety-nine (99)
exceed ninety-nine (99) in
in the
the event
event the
the Partnership
Partnership isis relying
relying on the
the exemption under
Section
Section 3( c)(1) of
3(c)(1) the Investment
Ofthe Investment Company Act of 1940; provided, however,
1940; provided, however, each
Partner shall
shall
be required to
be required t0 make a a Capital
Contribution of at at least
least $1,000.000
$1,000.000 (or
(0r such
such lesser
lesser amount asas permitted
permitted by
by
the
the General
General Partner,
Partner, in
in its
its sole
sole discretion).
discretion). Each new PartnerPartner shall be required
shall be required toto execute
execute an agreement
pursuant
pursuant to which that
to which that Partner
Partner becomes bound by by the
the terms
terms of
of this
this Agreement. Admission of 0f a
a new
Partner
Partner shall
shall not
not be
be aa cause
cause for
for dissolution
dissolution of
0f the
the Partnership.
Partnership.
5.5.
5.5. Withdrawal,
Withdrawal Death. Other. The Withdrawal.
Death. Other. Withdrawal. death,
death, disability,
incompetency,
tennination,
insolvency. dissolution
dissolution or or Bankruptcy
Bankruptcy of 0f aa Partner
Partner (other
(other than
than aa General Partner)
Partner) shalJ
shall not
not
dissolve the
dissolve the Partnership.
Partnership. The legal legal representatives
representatives of 0f a
a Partner
Partner shall
shall succeed as as Assignee to to the
the Partner's
Partner’s
interest
interest in
in the
the Partnership
Partnership upon the the death,
death, disability,
insolvency,
dissolution
dissolution oror Bankruptcy
Bankruptcy 0f of aa Partner,
Partner, but
but shall
shall not
not be
be admitted
admitted as as aa Substitute
Substitute Limited
Limited Partner
Partner without
without
the consent
the consent of of the
the General
General Partner.
Partner. In
ln the
the event
event ofof death,
death, disability,
incompetency,
termination,
termination; insolvency,
dissolution or or Bankruptcy
Bankruptcy of 0f a
a Partner
Partner or
0r the
the giving
giving of
0f notice
notice of
0f withdrawal
withdrawal by by aa
Partner, the
Partner, the interest
interest of0f the
the Partner
Partner shall
shall continue
continue at at the
the risk
risk of
0f the
the Partnership's
Partnership’s business
business until
until the
the
effective date
effective of the
date of the Partner's
Partner’s complete
complete Withdrawal or or the
the earlier
earlier termination
termination of of the Partnership. If
the Partnership. If the
the
Partnership
Partnership isis continued
continued after
after the
the date
date of
0f Withdrawal,
Withdrawal, the the Partner
Partner oror its
its legal
representatives shall
shall be
be paid
paid
the
the balance
balance of0f its
its Capital
Capital Account in in accordance
accordance withwith Section
Section 8.5.
8.5.
ARTICLE6
ARTICLE 6
MANAGEMENT
6.1.
6.1. Rights.
Rights.
(a)
(a) In
In General.
General. Subject
Subject toto the
the rights
rights and
and limitations
limitations expressed
expressed inin this
this Agreement,
the
the General
General Partner
Partner shall
shall have the
the sole
sole and exclusive
exclusive right
right to
t0 conduct,
conduct, control
control and manage the the business
business of
of
the
the Partnership,
Partnership, subject
subject to
t0 the
the right
right of
0f the
the General
General Partner
Partner to
to delegate
delegate as
as it
it sees
sees fit
fit such
such managerial
managerial rights
rights
and obligations,
obligations. and
and to
to do any
any and all
all acts
acts on behalf
behalf of
of the
the Partnership,
Partnership, except
except asas otherwise
otherwise provided
provided in
in
this Agreement.
this
(b)
(b) Specific
Specific Powers.
Powers. Without limiting
limiting the
the foregoing
foregoing general
general powers andand duties,
duties, the
the
General
General Partner
Partner is
is hereby
hereby authorized
authorized and
and empowered on 011 behalf
behalf and inin the
the name of0f the
the Partnership,
Partnership, or
0r on
011
its
its own behalf
behalf and
and inin its
its own name,
name, or
or through
through agents,
agents, directly
directly or
or indirectly,
indirectly, as
as may bebe appropriate,
appropriate,
subject
subject to
to the
the limitations
limitations contained
contained elsewhere
elsewhere in
in this
this Agreement,
Agreement, to:to:
Formulate
Formulate investment
(i)
(i) investment policies
policies and
and strategies
strategies for
for the
the Partnership,
Partnership. and
and
select
select and
and approve
approve the
the investment
investment of
0f the
the Partnership's
Partnership’s funds
funds in
in Securities;
Securities:
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(ii)
(ii) Acquire, hold~
Acquire, hold. sell,
sell, transfer,
transfer, exchange,
exchange, pledge
pledge and dispose
dispose of
of Securities,
Securities,
and exercise
exercise all
all rights,
rights, powers,
powers, privileges
privileges and other
other incidents
incidents of
0f ownership or
0r possession
possession with
with respect
respect to
t0
Securities,
including, without
without limitation,
limitation, the
the voting
voting of0f Securities;
Securities;
(iii)
(iii) Purchase
Purchase and sell
sell Securities
Securities outright
outright or
or financed, by way of
financed. by of short
short sales,
sales.
puts,
puts, calls,
calls, options,
options, straddles
straddles and sales
sales against
against the
the box,
box, on margin or
0r otherwise,
speculative;
(iv)
(iv) Acquire aa long
long position or aa short
position or shon position
position with
with respect
respect to
t0 the
the Securities
Securities
and make purchases
purchases or
0r sales
sales increasing,
increasing, decreasing
decreasing or
or liquidating
liquidating such
such positions
positions or
or changing from a a long
long
position
position to
to a
a short
short position
position or
or from aa short
short position
position to
to aa long
long position,
position, without
without any
any limitation
limitation as
as to
10 the
the
frequency
frequency of the
the changes
changes in
in the
the nature
nature of
0f such
such positions;
positions;
(v)
(v) Open,
Open, maintain
maintain and close
close accounts,
accounts, including
including margin and
and custodial
custodial
accounts,
accounts, with
with brokers,
brokers, dealers,
dealers, banks,
banks, currency
currency dealers,
dealers, and others;
others;
(vi)
(vi) Hire,
Hire, for
for usual
usual and
and customary
customary payments and expenses,
consultants.
brokers,
brokers, attorneys,
attorneys, accountants
accountants and such such other
other agents
employees forfor the
the Partnership
Partnership asas it
i1 may deem
necessary
necessary oror advisable,
advisable, and
and authorize
authorize anyany such
such agent
agent or
or employee to t0 act
act for
for and on on behalf
behalf of
of the
the
Partnership;
Partnership;
(vii)
(vii) Enter
Enter into,
into, execute,
execute, maintain
maintain and/or
and/or terminate
terminate contracts,
contracts, undertakings,
undertakings.
agreements and anyany and
and all
a1] other
other documents
documents and
and instruments
instruments in
in the
the name of
0f the
the Partnership,
Partnership, and do
d0 or
0r
perform all
all such
such things
things asas may be be necessary
necessary or or advisable
advisable in
in furtherance
furtherance of
0f the
the Partnership's powers,
Partnership’s powers.
objects 0r
objects or purposes
purposes or0r to
t0 the
the conduct 0f of the
the Partnership's
Partnership’s activities;
activities;
(viii)
(viii) Make, in
in its
its sole
sole discretion,
discretion, any
any and all
all elections
elections for
for federal,
federal, state,
state, local
local
and foreign
and foreign tax
tax matters,
matters, including
including (A)
(A) an
an election
election to
to be
be treated
treated as
as a
a partnership
partnership under Section 7701
under Code Section 7701
the Treasury
and the Treasury Regulations
Regulations promulgated
promulgated thereunder
thereunder and (B)
(B) any
any election
election to
to adjust
adjust the
the tax
tax basis
basis of
of
Partnership
Partnership property
property pursuant
pursuant to
t0 Code Sections
Sections 734(b ), 743(b)
734(b), 743(b) and 754 or
0r comparable provisions
provisions of
of state,
state;
local
local or
or foreign
foreign law;
law;
(ix)
(ix) Collect
Collect all
all income derived
derived by the Partnership
by the Partnership and pay
pay all
all Partnership
Partnership
Expenses;
Expenses;
(x)
(x) Negotiate the
Negotiate the terms conditions of and execute
terms and conditions execute all
all agreements,
agreements,
arrangements,
arrangements, documents and instruments
instruments necessary
necessary or
or helpful
helpful in
in conducting
conducting the
the business
business of
of the
the
Partnership,
including contracts
contracts with
with third
third parties;
parties;
(xi)
(xi) Exercise
Exercise all
all rights
rights granted
granted to the Partnership
to the Partnership under any
any agreements
agreements to
t0
which the
the Partnership
Partnership is
is a party, including
a party, including the
the Master Fund Agreement; and
(xii)
(xii) Carry
Carry out
out all
all things
things otherwise
otherwise ordinary,
ordinary, necessary
necessary and incidental
incidental to
to the
this
carrying out of
carrying out of the
the purposes
purposes ofof the
the Partnership.
Partnership.
c)
((c) Borrowings.
Borrowings. The General
General Partner
Partner may borrow money or 0r otherwise
otherwise incur
incur
indebtedness
indebtedness onon behalf
behalf of
0f the
the Partnership; provided, however,
Partnership; provided, however, any
any borrowings from
from the
the General
General Partner
Partner
shall be on
shall be 0n terms
terms atat least
least as
as favorable
favorable to
t0 the
the Partnership
Partnership as
as those
those available
available from unaffiliated
unaffiliated third
third parties.
parties.
d)
((d) Delegation
Delegation ofof Duties.
Duties. The General
General Partner
Partner may perform
perform its
its obligations
obligations
hereunder by
by itself
itself or through others,
or through others, including
including without
without limitation
limitation through
through delegation
delegation of
of any
any of
of the
the
General Partner's
General Partner’s obligations
obligations hereunder
hereunder to
to any
any Affiliate
Affiliate of
0f the
the General
General Partner.
Partner.
D-(Nov
D-(Nru 2008)
200M A&R BP
B!’ Canita1
('anita! Energv
Energy Equity
Equity Fune! I!. L.P
Fund HA LP DOC 13
13

State
State of
of Delaware
Delaware
Secretary of
Secretary 0f State
State
Division
Division ofof Corporations
Corporations
Delivered
Delivered 09:25
"9:25 AM 04/02/2018
AMM/Wzms CERTIFICATE OF CANCELLATION
FILED
FILED 09:25
09:25 AM 04/02/2018
AMM/oz/zms
SR 20182343973 - File
SR 20182343973 - Number 3914987
FileNumber 3914987
OF
II, L.P.
aa Delaware
Delaware limited
limited partnership
partnership
The
The limited partnership organized
organized under the Delaware
Delaware Revised
Revised Uniform
Uniform Limited
Limited
Partnership (the "Act"),
Partnership Act (the “Act”), for
for the
the purpose
purpose of
0f canceling
canceling the
the Certificate
Certificate of
of Limited
Limited Partnership
Partnership
pursuant to
pursuant to Section
Section 17-203
17—203 of
of the
the Act,
Act, hereby certifies that:
hereby cefiifies that:
ARTICLE II
The name of
of the
the limited
limited partnership
partnership is
is BP Capital Energy Equity
II, L.P.
L.P. (the
(the
"Partnership").
“Partnership”).
ARTICLE II
II
The Certificate
Certificate of
0f Limited Partnership was filed
Limited Partnership filed in
in the
the Office
Office of the
the Secretary
Secretary of
0f State
State of
0f
the
the State
State of
of Delaware on0n January
January 20,
20, 2005.
2005.
ARTICLE III
III
This
This Certificate
Certificate of
of Cancellation
Cancellation shall
shall become effective
effective upon the
the filing.
filing.

ofPage Intentionally Lefl
Left Blank.
Blank.
Signature
Follows.
482 5-247 -3560 v.

4825-2471-3560
I v.1I

6.5.
6.5. Indemnification.
Indemnification.
(a)
(a) To the fullest
T0 the fullest extent
extent pennitted
permitted by by law,
law, the
the Partnership
Partnership shall
shall indemnify
indemnify and and save
save
harmless each of the the General Partner,
Partner, Affiliates
Affiliates of the General Partner
0fthe Partner (excluding
(excluding anyany Related
Related Fund),
Fund), and
their respective
their partners, members, officers,
respective partners, officers, employees,
employees, directors,
directors, managers, owners and agents agents
(collectively, the "lndemn!fied
(collectively, the Parties") from and against
“Indemnified Parties”) against any
any and allall claims,
Claims, liabilities,
liabilities, damages, losses, losses,
'm
costs and expenses (including
costs and' (including amounts paid paid in in satisfaction
satisfaction of judgments, in compromises and and
settlements,
settlements, asas fines
fines and penalties
penalties and legal legal oror other
other costs
costs and reasonable
reasonable expenses of 0f investigating
investigating or or
defending against
against any any claim
claim or
or alleged
alleged claim)
claim) of any
any nature
nature whatsoever,
whatsoever, known or
or unknown, liquidated
liquidated
or unliquidated, that
or unliquidated, that are
are incurred
incurred by by any
any Indemnified
Indemnified Party Party and arise
arise out
out of
0f or
or inin connection
connection with with the
the
affairs of the
affairs 0f the Partnership,
including actingacting as as aa director
director of a a company any any securities
securities of which the the
Partnership
Partnership owns or or has
has owned (but (but only
only after
after first
first taking
taking up the the indemnification
indemnification with with such
such company and and
then only
then only to
t0 the
the extent
extent that
that full
full indemnification
indemnification is is not
not provided
provided by by such company) or or the
the performance
performance by by
Indemnified Party
such Indemnified Party of any
any of the the General Partner's
Partner’s responsibilities hereunder; provided,
responsibilities hereunder; provided, however,
however, an
Indemnified
Indemnified Party
Party shall
shall be entitled
entitled to to indemnification
indemnification hereunder only only to
t0 the
the extent
extent thatthat such Indemnified
Indemnified
Party
Party acted
acted inin good faithfaith and in in aa manner such such Indemnified
Indemnified Party Party reasonably
reasonably believed
believed to to be in in or
0r not
not
opposed to t0 the
the best
best interests
interests of the the Partnership
Partnership and, and, with respect
respect tot0 any
any criminal
criminal action
action or 0r proceeding,
proceeding,
had no
n0 reasonable cause cause toto believe
believe his his or
or its
its conduct was unlawful,
unlawful, and such Indemnified
Indemnified Party’s Party's conduct
did
did not
not constitute
constitute fraud,
fraud, bad faith,
faith, willful
willful misconduct,
misconduct, gross gross negligence,
negligence, reckless
reckless disregard
disregard of fiduciary
fiduciary
duty
duty or
0r willful
willful and material breach of
material breach 0f this provided, further,
this Agreement; provided further, nothing herein
herein shall
shall constitute
constitute a a
waiver 0ror limitation
limitation of of any
any rights
rights that
that a a Partner
Partner or or the
the Partnership
Partnership may have under applicable applicable securities
securities
laws or
0r other
other laws
laws that
that may not not bebe waived. The termination
termination of any any proceeding by by settlement, judgment,
settlement,judgme11t,
order, conviction, or
order, conviction, or upon a a plea
plea of 0f nolo
r1010 contendere
contendere or 0r its
its equivalent,
equivalent. shall
shall not,
not, of 0f itself,
itselfi create
create aa
presumption thatthat anan Indemnified
Indemnified Party Party did did not
not act
act inin good faith
faith and inin a manner that that such Indemnified
Indemnified
Party
Party reasonably
reasonably believed
believed to t0 be in in oror not
not opposed to to the
the best
best interests
interests of the
the Partnership
Partnership or or that
that such
such
Indemnified
Indemnified Party's
Party’s conduct constituted
constituted fraud,fraud. bad faith,
faith, willful
willful misconduct,
misconduct; gross
gross negligence,
negligence, reckless
reckless
disregard
disregard ofof fiduciary
fiduciary duty, duty, willful
willful and material
material breach
breach of 0f this
this Agreement or 0r aa violation
violation of of applicable
applicable
securities
securities or other laws.
0r other laws. The satisfaction
satisfaction of 0f any
any indemnification
indemnification and any any saving
saving harmless pursuantpursuant to t0 this
this
Section
Section 6.5(a)
6,5ga) shall
shall bebe from and limited
limited to to the
the Partnership's
Partnership’s assets,
assets, and except as as provided in in Section
Section 5.2,
5.2,
no
110 Partner
Partner shall
shall have any any personal liability
liability on0n account thereof beyond the the amount of 0f their
their unreturned
unreturned
Capital
Contributions.
(b)
(b) Expenses reasonably
reasonably incurred
incurred by
by an Indemnified
Indemnified Party
Party inin defense or or settlement
settlement
of any claim that
0f any that may be be subject
subject to
t0 aa right
right of
0f indemnification
indemnification hereunder may be advanced by by the
the
Partnership
Paltnership prior
prior to
t0 the
the final
final disposition
disposition thereof
thereof upon receipt
receipt of an undertaking by by or
or on0n behalf
behalf of0f the
the
Indemnified
Indemnified Party
Party toto repay
repay such amount to t0 the
the extent
extent that
that it
it shall
shall be determined ultimately
ultimately that
that such
such
Indemnified
Indemnified Party
Party is
is not
not entitled
entitled to
to be indemnified
indemnified hereunder.
hereunder. The right
right of any
any Indemnified
Indemnified Party Party to
to the
the
indemnification
indemnification provided
provided herein
herein shall
shall be cumulative of, 0f, and in
in addition
addition to,
t0, any
any and all
all rights
rights to
to which
such Indemnified
Indemnified Party
Party may otherwise be entitled
entitled by
by contract
contract or
0r as
as a
a matter of law or or equity
equity and shall
shall
extend to
t0 such
such Indemnified
Indemnified Party's
Party’s successors,
successors, assigns
assigns and legal
legal representatives.
representatives.
((c)
c) Any Person entitled
entitled to
t0 indemnification
indemnification from the the Partnership
Partnership hereunder shall shall first
first
seek recovery under any
recovery under any other
other indemnity or 0r any
any insurance
insurance policies
policies by
by which such Person is is indemnified
indemnified
or
0r covered,
covered, as
as the
the case
case may be,
be, but
but only
only to
to the
the extent
extent that
that the
the indemnitor with respect
respect to
to such
such indemnity
indemnity
or
0r the
the insurer
insurer with respect
respect to
t0 such insurance policy
policy provides (or
(or acknowledges its its obligation
obligation tot0 provide)
provide)
such
such indemnity
indemnity or or coverage
coverage on a a timely
timely basis,
basis. as
as the
the case
case may be,be. and,
and, if
if such
such Person is is other
other than
than the
the-
General Partner, such Person shall obtain

Partner. such Person shall obtain the
the written consent
written consent of the
the General Partner
Partner prior
prior to entering into
t0 entering into
any
any compromise 01‘ or settlement
settlement that
that would result
result in
in an obligation
obligation of 0f the
thc Partnership
Partnership tot0 indemnify
indemnify suchsuch
D-(Nov.
D-(Nm. 2008)
20081 A&R BP Camla} Enl:'rgy
RP Capital Ignergn Eqnilv
Emmy Fund JI. P.. DOC
H, l P,,D()(
E 1 ~
1";

Person;
Person; and
and if
if liabilities
liabilities arise
arise out
out of
0f the
the conduct
conduct of
of the
the affairs
affairs of
of the
the Partnership
Partnership and
and any
any other
other Person
Person for
for
the Person entitled
which the entitled to
to indemnification
indemnification from thethe Partnership
Partnership hereunder was then
then acting
acting in
in a
a similar
similar
capacity, the amount of
capacity, the 0f the
the indemnification provided by
indemnification provided by the
the Partnership
Partnership shall
shall be limited
limited to
to the
the
Partnership's proportionate share
Partnership’s proportionate share thereof
thereof as
as determined
determined inin good faith by the
faith by the General
General Partner
Partner in
in light
light of
0f its
its
fiduciary
fiduciary duties
duties to the Partnership
t0 the Partnership and the
the Limited
Limited Partners.
Partners.
((d)
d) Any Indemnified
Indemnified Party
Party shall
shall be deemed tot0 be aa creditor
creditor of the
the Partnership
Partnership and
and
shall be entitled
shall be entitled to
t0 enforce
enforce the
the obligations
obligations of
of Partners
Partners to
to return
return distributions
distributions pursuant
pursuant to
to Section
Section 5 .2
5.2
following
following termination
termination ofof the
the Partnership.
Partnership.
6.6.
6.6, General
General Partner
Partner as
as Limited Partner.
Partner. The General Partner
Partner and any
any of
of its
its Affiliates
Affiliates shall
shall
also be aa Limited
also be Limited Partner
Partner to
t0 the
the extent
extent that
that it
it purchases
purchases Limited
Limited Partner
Panner Interests
Interests or
0r becomes a a transferee
transferee
of
0f all or any
all or part of
any pan of the
the Partnership
Interest of
0f a
a Limited Partner,
Partner, and to
t0 such extent
extent shall
shall be
be treated
treated as
as a
a
Limited Partner in
Limited Partner in all
all respects.
respects.
6.7.
6.7. Other
Other Activities.
Activities.
(a)
(a) This
This Agreement shall
shall not
not be
be construed
construed in in any
any manner to t0 preclude
preclude any
any Partner
Partner
or any of its
orany its Affiliates
Affiliates from acquiring
acquiring the
the same Securities
Securities as as those
those owned by by the
the Partnership.
Partnership.
The Partners
Partners hereby
hereby acknowledge that that the
the General
General Partner
Partner and/or
and/or one oror more ofof its
its Affiliates
Affiliates (i)
(i) have
have
formed and
and manage other
other limited
limited partnerships
partnerships and
and (ii)
(ii) may,
may, directly
directly or
or indirectly,
indirectly, organize,
organize, sponsor
sponsor
and/or
and/or manage other
other limited
partnerships oror other
other pooled
pooled investment
investment vehicles
vehicles (each,
(each, aa "Related
“Related Fund").
Fund”).
No
N0 such
such Related
Related Fund shall
shall be
be precluded
precluded from co-investing
co—investing with
with the
the Partnership.
Partnership.
(b)
(b) The General
General Partner
Partner shall
shall devote
devote such
such time
time to
t0 the
the Partnership's
Partnership’s affairs
affairs asas is
is
consistent
consistent with the Partnership's
with the Partnership’s achieving
achieving its
its investment
investment objectives.
objectives. However,
However, except
except asas may be be
otherwise
otherwise specifically
specifically provided
provided herein,.this
herein,.this Agreement shallshall not
not be
be construed
construed inin any
any manner to to preclude
preclude
the General Partner
the General Partner or
0r any
any of
0f its
its Affiliates
Affiliates from
from engaging
engaging in in any
any activity
activity whatsoever
whatsoever permitted
permitted by by
applicable
applicable law.
law.
6.8.
6.8. Approval and
and Meetings.
Meetings.
(a)
(a) Actions
Actions and decisions
decisions requiring
requiring the
the Approval of the
the Partners
Partners or
or the
the Approval
Approval ofof
the
the Limited
Limited Partners
Partners may bebe authorized
authorized or or made either
either by
by vote
vote of
of the
the required
required Partners
Partners taken
taken at
at a
a meeting
meeting
of
0f the
the required
required Partners
Partners or by written
0r by written consent
consent of same without
without aa meeting.
meeting. For
For the
the purpose
purpose of
0f determining
determining
the
the Partners
Partners entitled
entitled to
to vote
vote on,
on, or
or to
t0 vote
vote at, any meeting of
at, any of the
the Partners
Partners or
or on
on a
a request
request for
for written
written
consent,
consent, the
the record
record date
date for
for any
any such determination
determination shall
shall be
be the
the day
day before
before aa General
General Partner
Partner delivers
delivers
notice of
notice of the
the meeting
meeting or
or its
its request
request for
for written
written consent.
consent.
(b)
(b) The General Partner
Partner may call
call a
a meeting
meeting to
to obtain
obtain the
the Approval
Approval of
of the
the Partners
Partners or
0r
the Approval of the
the the Limited
Limited Partners
Partners for
for an action
action or
or decision
decision under this
this Agreement by by delivering
delivering toto the
the
other Partners
other Partners notice
notice of
of the
the time and purpose
time and purpose of the
the meeting atat least
least five
five (5)
(5) days
days before
before the
the day
day of
0f the
the
meeting. Each meeting of
meeting. Partners shall
of Partners shall be
be conducted
conducted byby the
the General
Genera] Partner.
Partner. Meetings may be
be held
held by
by
telephone
telephone conference and participation by a Partner
participation by Partner in
in a
a meeting by
by telephone
telephone conference
conference shall
shall constitute
constitute
presence of
presence 0f that
that Partner.
Partner
((c)
c) The General Partner
Partner may propose that that actions
actions or
0r decisions
decisions requmng
requiring the
the
Approval of the
Approval of the Partners or
Partners or the Approval of
the of the
the Limited
Limited Partners
Partners be
be authorized
authorized by
by written
written consent
consent of
of the
the
required Partners
required Partners in in lieu
lieu of
of aa meeting
meeting by
by delivering
delivering to
to the
the required
required Partners
Partners notice
notice of
of the
the General
General
Partner's
Partner‘s proposal. A
proposal‘ A Partner~
Partner’ss written
written consent
consent to
to that
that proposal
proposal may be
be evidenced
evidenced by
by its
its signature
signature on
0n a
a
D-(Nn. 2008) A&R HP

D-<Nm. BP Capital
(‘21lele Energv
Encrgn Eouitv
i-qum Fund IL
H. L.P .. DOC
L P..D()(' H,

counterpart of
counterpart of the proposal or
the proposal by aa separate
or by separate writing
writing (including
(including a
a telecopy)
telecopy) that
that identifies
identifies the
the proposal
proposal
with reasonable
reasonable specificity
specificity andand states
states that
that it consents
consents to
it t0 that
that proposal. purposes of obtaining
proposal. For purposes obtaining a a
written
written consent,
consent. the General Partner
the General Partner may require
require the
the response
response of0f the
the requisite
requisite Partners
Partners within
within aa specified
specified
(the ·'Response
time (the "Response Date") provided the
Date”) provided the Response Date is is not
not less
less than
than five
five (5)
(5) days
days from the
the date
date of
0f the
the
notice. If
notice. If aa response
response is
is not
not received
received by the General
by the Genera] Partner
Partner by
by the
the designated
designated Response Date,
Dateg the
the General
General
Partner
Partner shall
shall be
be permitted
permitted to to rely
rely upon such
such failure
failure to
t0 respond
respond as as aa consent
consent by
by such
such Partner
Partner to
to the
the
proposed action.
proposed action.
6.9.
6.9. Reserves.
Reserves.
(a)
(a) Appropriate
Appropriate reserves
reserves may be be created,
created, accrued
accrued and charged against against the
the
Partnership's
Partnership’s assets
assets and proportionately
proportionately against
against the Capital Accounts of the
the Capital the Partners
Partners forfor contingent
contingent
liabilities,
liabilities, such
such reserves
reserves to to be
be in
in the
the amounts that that the General Partner,
the General Partner, in
in its
its sole
sole discretion,
discretion, deems
necessary
necessary or or appropriate. General Partner
appropriate. The General Partner may increase
increase or
0r reduce
reduce any
any such
such reserve
reserve from time
time to
to time
time
by
by such
such amounts as as the
the General
General Partner
Partner in
in its
its discretion
discretion deems necessary
necessary or or appropriate.
appropriate. At the the sole
sole
discretion of
discretion 0f the
the General
Genera] Partner, the amount of
Partner, the any su~h
0f any such reserve,
reserve, oror any
any increase
increase or0r decrease
decrease therein,
therein,
may be be charged
charged or or credited,
credited, asas appropriate,
appropriate, to
t0 the Capital Accounts of those
the Capital those parties
parties who are are Partners
Partners at
at
the time
the time when such reserve is
such reserve is created,
created, increased,
increased. or or decreased,
decreased: asas the
the case
case may be,be, or
0r alternatively
alternatively may
be charged
charged oror credited
credited to those Persons
t0 those Persons who were Partners
Partners at
at the
the time of the
the act
act or
or omission giving
giving rise
rise to
to
the
the contingent
contingent liability
liability for
for which the reserve was established.
the reserve established.
(b)
(b) If
If the
the General
General Partner
Partner in
in its
its sole
sole discretion
discretion determines
determines that
that it
it is
is equitable
equitable to
t0 treat
treat
an amount to
to be paid
paid or received as
or received as being
being applicable
applicable to
to one or
or more prior
prior periods,
periods, then
then such
such amount may
be
be proportionately
proportionately charged
charged oror credited.
credited. as
as appropriate,
appropriate, tot0 those parties who were Partners
those parties Partners during
during such
such
prior period
prior period or periods.
0r periods.
6.10.
6.10. Soft
Soft Dollar
Dollar Arrangements. In In executing
executing transactions
transactions on0n behalf
behalf of
0f the
the Partnership,
Partnershipg thethe
General Partner
Partner shall
shall select
select brokers/dealers
brokers/dealers that
that it
it believes
believes offer
offer the
the best
best net
net result
result to
t0 the
the Partnership.
Partnership.
While the General Partner
the General Partner will
will use reasonable efforts
use reasonable efforts to
t0 seek
seek competitive
competitive commission rates rates and spreads,
spreads,
the payment of
the payment 0f the
the lowest
lowest commissions or or spreads
spreads may not not always
always be consistent with the best
consistent with the best interests
interests of
the Partnership. Accordingly,
the Partnership. Accordingly, the
the General
General Partner,
Partner, inin its
its sole
sole discretion
discretion and on thethe Partnership's
Partnership’s behalf,
behalf?
may enter
enter into
into "soft dollar"
dollar" arrangements
arrangements with any of
with any of its brokers/dealers whereby the
its brokers/dealers the General
General Partner
Partner
may receive
receive research
research and/or
and/or other
other brokerage
brokerage services
services for for its
its use
use in
in managing the the Partnership's
Partnership’s
investments.
investments. The GeneralGeneral Partner
Partner does
does not
not intend
intend toto enter
enter into
into any
any "soft
“soft dollar" arrangements
arrangements at
at this
this
time.
tlme.
ARTICLE 77
ACCOUNTS AND REPORTS
77‘1.
.1. Books and Records.
Records. The books and records
records of 0f the
the Partnership
Partnership shall,
shall: at
at the
the cost
cost and
and
expense of of the Partnership, be
the Partnership, be kept
kept or
or caused
caused to
t0 be
be kept
kept atat the
the principal
principal place
place of
0f business
business of of the
the
Partnership,
Partnership, and and shall
shall bebe available
available for
for inspection
inspection byby the Limited Partners
the Limited Partners or0r their
their duly
duly authorized
authorized
representatives
representatives at at all
all times.
times. The books and and records
records shall
shall be
be kept
kept on
0n the basis of a
the basis a calendar
calendar year,
year, and
and shall
shall
reflect
reflect all transactions of the
a1] transactions the Partnership
Partnership and bebe appropriate
appropriate and adequate
adequate for
for conducting
conducting thethe business
business of0f
the
the Partnership.
Partnership, The accounting
accounting method shall
shall be
be chosen
chosen byby the
the General
Genera] Partner
Partner by
by the
the time
time of
0f the
the filing
filing
of the
the first federal tax
first federal tax return
return of
0f the
the Partnership.
Partnership. The General
General Partner
Partner shall
shall maintain
maintain the
the records
records required
required
to
to be
be kept
kept pursuant
pursuant to
to the
the Act.
Act‘
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77,2.
.2. Periodic
Periodic and
and Annual Reports.
Reports. Within
Within twenty-one (21) (21) days
days of
0f the
the end of each
each calendar
calendar
quarter,
quarter, the
the General
General Partner,
Partner, at
at the
the expense
expense ofof the
the Partnership,
Partnership, shall
shall provide
provide the
the Limited
Limited Partners
Partners with
with aa
portfolio
portfolio report,
report. which includes
includes the
the periodic
periodic and
and annual
annual reports
reports received
received from the the Master Fund.
Fund. Within
Within
ninety
ninety (90)
(90) days
days after
after the
the end of each
each Fiscal
Fiscal Year,
Year, the
the General
General Partner
Partner shall
shall cause
cause the
the Accountant to to
prepare and
prepare and furnish to each
furnish t0 each Partner,
Partner, at
at the
the expense
expense of 0f the
the Partnership,
Partnership, a a balance
balance sheet
sheet of
0f the
the Partnership
Partnership
(dated
(dated as
as of0f the
the end
end ofof the
the Fiscal
Fiscal Year then
then ended),
ended), and a a related
related statement
statement of 0f income andand loss,
loss“
consisting essentially
consisting essentially of0f aa compilation
compilation of 0f the
the information
information provided
provided to to the
the Accountant by by the
the General
General
Partner.
Partner. Unless
Unless thethe General
Genera] Partner
Partner determines
determines otherwise,
otherwise, no report
report or
0r statement
statement provided
provided to to the
the
Limited
Limited Partners
Partners pursuant
pursuant toto this
shall disclose
disclose the
the Partnership's
Partnership’s assets.
assets.
7.3.
7.3. Determination of
Determination of Taxable
Taxable Items.
Items. All
All items
items of income,
income, expense,
expense, gain,
gain, loss,
loss, deduction,
deduction,
and credit
credit of
of the Partnership shall
be determined
determined with
with respect
respect to,
t0, and
and allocated
allocated in
in accordance
accordance with
with this
this
Agreement for,
for, each
each Partner
Partner for
for each Fiscal
Fiscal Year.
Year.
7.4.
7.4. Tax Returns
Returns and Information.
Information. The Partners
Partners intend
intend for
for the
the Partnership
Partnership to t0 be treated,
treated, for
for
federal,
federal. state, and local
state, and local and other
other income and franchise
franchise tax
tax purposes,
purposes, as as a
a partnership.
partnership, With respect
respect toto
each Fiscal
Fiscal Year,
Year‘ the
the General
General Partner
Partner shall
shall cause
cause the
the Accountant to to prepare
prepare asas soon as as practicable
practicable allall
federal,
federal, state,
state, local
local and other
other income and other
other tax
tax returns
returns that
that the
the Partnership
Partnership isis required
required to
to file
file and
and shall
shall
furnish
furnish aa copy to the Partners, together
copy to the Partners, together with
with a copy
a copy of the
the tax
tax return
return and Form K-1
K—l received
received from the
the
Master Fund and and the
the Form K-1K-I for
for each
each Partner
Partner and
and any
any other
other information
information that
that any
any Limited
Limited Partner
Partner
reasonably
reasonably requests
requests relating
relating thereto,
thereto, no
no later
later than
than fifteen
fifteen (15)
(15) days
days before
before the
the date,
date, computed without
without
regard
regard to
to permitted
permitted extensions,
extensions, that
that such
such returns
returns must bebe filed
filed without
without incurring
incurring interest
interest or
0r penalty.
penalty.
.5.
77.5. Tax Matters
Matters Partner.
Partner. The General
General Partner
Partner is
is the
the tax
tax matters
matters partner
partner of
0f the
the Partnership
Partnership
pursuant
pursuant to
t0 Code Section
Section 623 l(a)(7).
6231(a)(7).
7.6.
7.6. Bank Accounts.
Accounts. All funds of
All funds the Partnership
0fthe Partnership shall
shall be
be deposited
deposited in
in its
its name in
in an
an account
account
or
0r accounts
accounts maintained
maintained inin an
an insured,
insured, commercial financial
financial institution,
institution, as
as determined
determined by by the
the General
General
Partner.
Partner. The funds
funds of
of the
the Partnership
Partnership shall
shall not
not be
be commingled with with the
the funds
funds of any
any other
other Person.
Person,
Checks may be be drawn
drawn on on the
the account
account or0r accounts
accounts of
of the
the Partnership
Partnership only
only for
for the
the purposes
purposes of
of the
the
Partnership
Partnership and
and shall
shall be
be signed
signed by
by the
the General
General Partner
Partner or
0r by
by its
its duly
duly authorized
authorized representatives.
representatives.
ARTICLES
ARTICLE 8
8.1.
8.1. General
General Partner.
Partner.
(a)
(a) Transfers.
Transfers. Without the the Approval of 0f the
the Limited Partners,
Partners, the
the General
General Partner
Partner
shall not have the
shall not the right
right to
to assign,
assign, pledge
pledge or otherwise
01‘ otherwise transfer
transfer its
its interest
interest asas the
the general
general partner
partner of
of the
the
Partnership; provided, without the
however, without the Approval
Approval of 0f the
the Limited
Limited Partners,
Partners, the
the General
General Partner
Partner may
be reconstituted
reconstituted as as a
a corporation,
corporation. limited
partnership, limited
limited liability
liability company or or other
other form of 0f entity
entity so
so
long
long asas such
such reconstitution
reconstitution doesdoes not
not have adverse
adverse tax tax consequences for for the
the Limited
Limited Partners
Partners and
and the
the
Partnership receives an
Partnership receives an opinion
opinion of 0f counsel
counsel to
to such
such effect
effect (any
(any such
such reconstituted
reconstituted entity
entity being
being deemed to to
be
be the
the General
General Partner
Partner for
for all
all purposes
purposes hereof).
hereof). In In the
the event
event of
0f an
an assignment
assignment or 0r other
other transfer
transfer of
0f all
all of
0f
its
its interest
interest as
as a
a general
genera] partner
partner of0f the
the Partnership
Partnership inin accordance
accordance with
With this
this Section
Section 8.1 (a), its
8.1(ag, its Assignee
Assignee or 0r
transferee shall
transferee be substituted
shall be substituted inin its
its place
place as
as general
general partner
ofthe Partnership andand immediately
immediately thereafter
thereafter
the
the General
General Partner
Partner shall
shall withdraw as as a
a general
general partner
partner of0f the
the Partnership.
Partnership.
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(b)
(b) Replacement.
Replacement. Each General
General Partner
Partner shall
shall serve
serve in
in such
such capacity
capacity unless
unless and until
until
replaced pursuant to
replaced pursuant t0 this
this Agreement.
Agreement, InIn the
the event of the
event 0f the liquidation,
liquidation. dissolution,
dissolution, Bankruptcy,
Bankruptcy, withdrawal
withdrawal
or
01' disability of any
disability 0f any Person
Person herein
herein or
or hereafter
hereafter named as as General
General Partner,
Partnen the
the Partners
Partners shall
shall appoint
appoint a a
successor
successor General
General Partner
Partner who must be Approved by by the
Partners. excluding
excluding in in such
such
computation
computation thethe Limited
Limited Partnership
Partnership Interests,
Interests. if
if any,
any. of
of the
the then
then General
General Partner
Partner or
0r its
its Affiliates.
Affiliates.
8.2.
Limited Partners.
(a)
(a) A Limited
Limited Partner
Partner may not
not assign
assign or
or otherwise
otherwise transfer
transfer its
its Partnership
Interest in
in
whole or
0r in
in part
pan to any Person
to any (an "Assignee")
Person (an “Assignee”) except
except by
by operation
operation of law,
law, without
without the
the prior
prior written
written
consent
consent of
of the
the General
General Partner,
Partner. and in
in any
any event
event no such assignment or 0r transfer
transfer shall
shall be made unless
unless inin
the opinion
the opinion ofof responsible
responsible counsel
counsel (who may be be counsel
counsel for
for the
the Partnership),
Partnership), satisfactory
satisfactory inin fonn
form and
substance
substance tot0 the
the General
General Partner
Partner (which
(which opinion
opinion may be waived,
waived, in
in whole or or in
in part,
part, in
in the
the sole
sole and
and
absolute
absolute discretion
discretion of
of the
the General
General Partner):
Partner):
(i)
(i) Such assignment
assignment or
or transfer,
transfer, when added to
to the
the total
total of
of all
all other
other
assignments and
assignments and transfers
transfers of
of Partnership
Partnership Interests
Interests within
within the
the preceding
preceding twelve (12)
(12) months,
months. would not
not
result
result in
in the
the Partnership
Partnership being
being considered to have terminated
considered to terminated within
within the
the meaning of Code Section
Section 708;
708;
(ii)
(ii) Such assignment
assignment or
or transfer
transfer would not
not violate
violate the
the Securities
Securities Act of
0f
1933,
1933, as amended, or
as amended, or any
any state
state securities
securities or
0r "Blue
“Blue Sky"
Sky” laws applicable
applicable to
to the
the Partnership
Partnership or
or the
the
Partnership
Partnership Interest to be
Interest to be assigned
assigned or
or transferred;
transferred;
(iii)
(iii) Such assignment
assignment or
or transfer
transfer would not
not cause the
the Partnership
Partnership to
to lose
lose its
its
status
status as
as a partnership for
a partnership for federal
federal income tax
tax purposes
purposes or
or cause the
the Partnership
Partnership to
to become subject
subject to
to the
the
Investment
Investment Company Act of of 1940,
1940, as
as amended;
(iv)
(iv) Such assignment
assignment oror transfer
transfer would not
not cause
cause the
the Partnership
Partnership to
t0 be
be
treated
treated as
as a
a "publicly
"publicly traded
traded partnership"
partnership" within
Within the
the meaning of0f Code Section
Section 7704 and the the Treasury
Treasury
Regulations
thereunder and
and would not
not make the
the Partnership
Partnership ineligible
ineligible for
for a
a "safe
“safe harbor"
harbor”
exemption from
exemption from treatment
treatment asas a
a publicly
publicly traded
traded partnership
partnership under Code Section
Section 7704 and thethe Treasury
Treasury
Regulations
promulgated thereunder;
thereunder; and
(v)
(V) Such
Such assignment
assignment oror transfer
transfer would not
not cause all
all or
or any
any portion
ponion ofof the
the
assets of the
assets of the Partnership
Partnership tot0 constitute
constitute "plan
“plan assets"
assets” under
under ERISA or or the
the Code or
or to
to constitute
constitute assets
assets of
of
any
any ERISA Partner
Partner for the purposes
for the purposes of 0f ERISA or 0r to
to be subject
subject tot0 the
the provisions
provisions of BRISA
ERISA to t0
substantially
substantially the
the same extent
extent as
as if
if owned directly
directly by
by any
any ERISA
ERISA Partner.
Partner.
Each assigning
assigning Limited
Limited Partner
Partner shall
shall pay
pay all
all reasonable
reasonable expenses,
expenses, including
including attorneys'
attomeys’ fees,
fees, incurred
incurred by
by
the Partnership in connection with an assignment
the Partnership in connection with an assignment or
01' transfer
transfer of
0f a
a Partnership
Interest by
by such
such Limited
Limited
Partner,
Partner, except to the
except t0 the extent
extent that
that the
the Assignee
Assignee thereof
thereof agrees
agrees to
to bear
bear such expenses.
expenses.
(b)
Notwithstanding Section 8.2(a),
8.2121) no
n0 Assignee of of aa Partnership
Interest ofof aa
Limited Partner
Limited Partner may be admitted as a substitute Limited
be admitted as a substitute Limited Partner
Partner in
in the
the Partnership
Partnership (a
(a "Substitute
Limited
Partner")
Partner”) without
without the
the consent
consent of
of the
the General
General Partner,
Partner, which consent
consent may be givengiven or
or withheld
withheld inin its
its sole
sole
and absolute
absolute discretion.
discretion. An Assignee of 0f a Partnership Interest
a Partnership Interest that
that is
is not
not admitted
admitted asas aa Substitute
Substitute
Limited
Limited Partner
Partner shall
shall be
be entitled
entitled only
only to t0 allocations
allocations and
and distributions
distributions with
with respect
respect to
to that
that Partnership
Partnership
Interest and shal1 have no rights
Interest and shall have no rights t0 to vote
vote that
that Partnership
Interest or
or to
to receive
receive any
any information
information or
0r
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accounting
accounting ofof the
the affairs
affairs of
of the
the Partnership
Partnership and shall
shall not
not have any
any of
0f the
the other
other rights
rights of a
a Partner
Partner
pursuant to
to this
this Agreement.
(c)
(c) General Partner
The General Partner shall
shall prohibit
prohibit any
any assignment,
transfer or
0r substitution
substitution (and(and
shall not recognize
shall not recognize anyany such
such assignment,
transfer or0r substitution) if the
substitution) if the General
Genera] Partner
Partner reasonably
reasonably
believes that
believes that such assignment, transfer
such assignment, transfer or
or substitution
substitution would not be withinwithin (or
(or would cause
cause thethe
Partnership to
Partnership to fail
fail to
to qualify
qualify for)
for) one or
0r more of
0f the
the safe
safe harbors
harbors described
described in
in paragraphs
paragraphs ((e),
e), (f),
(f), (g),
(g), (h),
(h),
0r (j)
or (j) of Treasury
Regulations Section
Section 1.7704-1
1.7704-1 oror otherwise
otherwise poses a a material
material risk
risk that
that the
the Partnership
Partnership
will be
will be treated
treated asas aa "publicly
“publicly traded
traded partnership"
partnership” within
within the
the meaning of Code Section
Section 7704 and and the
the
Treasury
promulgated thereunder.
thereunder.
d)
((d) Any attempted
attempted assignment
assignment or
or substitution
substitution not
not made in
in accordance
accordance with
with this
this
Section
Section 8.2
8.2 shall
shall be null
null and void.
void.
8.3.
8.3. Legend.
Legend. Each Partner
Partner hereby
hereby agrees
agrees that
that a
a legend
legend may be placed
placed on any
any counterpart
counterpart of
0f
this Agreement, the
this Agreement, the Certificate,
Certificate, or
0r any
any other
other document or 0r instrument
instrument evidencing ownership of 0f
Partnership
Interests that
that is
is the
the same oror substantially
similar to
t0 the
the legend on the
the cover of this
this
Agreement.
8.4.
8.4. Basis Adjustment. On the
Basis Adjustment. transfer of
the transfer 0f all
all or
or part
part of a
a Partnership
Interest, at
at the
the request
request
of
0f the
the transferee thereof, the
transferee thereof, the General
General Partner
Partner may cause
cause thethe Partnership
Partnership tot0 elect,
elect, pursuant
pursuant tot0 Code
Section
Section 754 oror the
the corresponding
corresponding provisions
provisions of subsequent
subsequent law,
law, to
t0 adjust
adjust the
the tax
tax basis
basis of
0f the
the properties
properties of
of
the
the Partnership
Partnership asas provided
provided by
by Code Sections
Sections 734 and 7 43.
743‘
8.5.
(a)
(a) Subject
Subject to
to the
the limitation
limitation setset forth in Section
forth in Section 8.5(b),
8.51M. each Limited
Limited Partner
Partner will
will bebe
permitted to
permitted to make aa complete or 0r aa partial
partial withdrawal
withdrawal of that that Limited Partner's
Partner’s Capital
Capital Account
(a "Withdrawaf')
(a “Withdrawal”) as as of the
the close
close of0f business
business on 0n the
the last
last Business Day of each calendar calendar quarter
quarter
(a
(a "Withdrawal
“Withdrawal Date");
Date”); provided,
provided, however,
however, (i)
(i) such
such Limited
Limited Partner
Partner has
has held
held its
its Partnership
Interest for
for
at
at least
least six
six (6)
(6) complete
complete calendar
calendar months prior
prior tot0 such
such Withdrawal Date and (ii) (ii) the
the General
General Partner
Partner may
disallow
disallow a a partial
partial Withdrawal if if the
the Limited Partner
Partner would not not have aa Capital
Capital Account at at least
least equal
equal tot0
$LOOO,OOO
$1‘OO0.000 thereafter. Notice of
thereafter. Notice any Withdrawal (each,
0f any (each, a a "Withdrawal
“Withdrawal Notice")
Notice”) must be be given
given atat least
least
ninety
ninety (90)
(90) days prior to
days prior to the
the proposed
proposed Withdrawal Date. Date. At least
least ninety
ninety percent
percent (90%)
(90%) of of the
the estimated
estimated
amount due to the Limited
t0 the Limited Partner
Partner making such such Withdrawal normallynormally will
will be settled,
settled. within
within ten
ten (10)
(10)
Business
Business Days
Days after the Withdrawal Date
after the Date inin cash
cash or,
or‘, subject
subject tot0 the
the sole
sole discretion
discretion of of the
the General
General Partner,
Partner,
wholly
wholly 0r or partially
partially with
with assets
assets of
0f the
the Partnership
Partnership whether
whether readily
readily or
0r not
not readily
readily marketable; provided,
marketable; provided,
however,
however, the General Partner
the General Partner may delay
delay such
such payment
payment (but(but not
not the
the Withdrawal Date) Date) ifif such
such delay
delay is is
reasonably necessary
reasonably necessary to to prevent
prevent such
such Withdrawal from having a having a material
material adverse
adverse impact
impact on 011 the
the
Partnership.
Partnership. Any remaining balance will
remaining balance will be
be settled
settled promptly
promptly following
following completion
completion of the the audit
audit ofof the
the
Partnership's
Partnership’s financial
financial statements
statements for
for that
that Fiscal
Fiscal Year.
Year. NoN0 withdrawal fee fee is
is payable
payable upon Withdrawal
Withdrawal
by aa Limited
by Limited Partner
Partner of 0f amounts from its its Capital
Capital Account.
Account. However, the the General
General Partner
Partner may withhold
withhold
for
for the
the benefit
benefit of the the Partnership
Partnership from any any distribution
distribution to
to a
a withdrawing Limited Partner
Partner an
an amount
representing the
representing the actual
actual third-party
third-party costs
costs and expenses
expenses incurred
incurred by by the
the Partnership
Pannership with with respect
respect toto such
such
Withdrawal.
Withdrawal.
(b)
(b) Except as
as otherwise
otherwise provided, all Withdrawals by
provided. all by Limited Partners
Partners shall
shall be
be
subject
subject to
to the
the following
following limitation.
limitation. If
1f for
for any
any calendar
calendar quarter,
quarter, Limited Partners
Partners submit
submit effective
effective
Withdrawal Notices requesting Withdrawals in
Notices requesting in an
an aggregate
aggregate amount in in excess
excess of twenty-five
twenty-five percent
percent
D-(Nov.
[l-(Nm 2008)
2008‘, A&R BP
,
Bl’ Capital
('anxtal Energv
Energy Equitv
Fqullv Fund
hind IL
IL L.P
1,.P .. DOC 20
20

Juncfé 2006
h. 1X
BP Cap ital Ene

Capital rgy Equ
Encrgy ity Fun
Equity d IL
Fund H. LP.
L.P.
260 Preston Com
Preston mons Wes
Commons Westt
81
8 l7
1 I7 Preston. Roa
Preston, d
Road
.Dallas, Tex
Dallas, as 7522
Texas 5
75225
Re:
Re: Sub scription Agr
Subscription eement (the
Agreement (the "Sub scription Agr
“Subscription eement") date
Agrcement“) d May
May 1L.• 2006
duly
duly exec uted by dated 2006:,
executed by Floy
Floydd Part ners L.P.
Partners L.P. (the
(the "Investor") and BP Cap
“Investot")
Equ ity Fun
Equity Fundd Ir,
II, L.P.
L.P.,, a
a Dela
ital
Capital Energy
Encrgy
ware limited
Delaware limited partnership (the
partnership (the "Partnershtp")
“Partnership?
Ladies and Gen
Ladies t!ernon:
Gentlemen:
This
This lette r is bein
letter being
1's
g el\ecuted by
executed by the
the Investor and
Investor and the
the Pann ership .in conn
Partnership ection with
additional subs cription effe Connection
.in
with the
the Inve stor's
Investor’s
additional subscription ctive as
effective as of the
the daic
date here of
hereof for
for Interests in
in the
Sub scription"). Each Each capi
Interests the Part nership
Partnership (the “New
(the "New
Subscription"). talized term
capitalized used ~nd
term used and not
not othe rwise defi
mea ning ascr
meaning ibed to
to such
nrherwise ned here
defined in.
herein. shal
shaltl have
have the
ascribed such tern\
term in
in the
the Sub scription Agr the
Subscription eement.
Agreement. .
Sub ject to
Subject to the
the tenn
termss and
and cond itio.ns here t>fand of
conditions hercof‘and of the
the Sub scription Agr
Subscription eement, in
in conn
the
tho New Sub scription, the
Subscription, the hwe stor here
Agreement, ection with
connection with
Investor by irrev
hereby ocably subscribes for
irtrcvocably'subscribcs for ~ddi tion al Inte
P•rtn c.rship for
Partnership for a
a total
total purc hase pric
additional rests
Interests m
in the
thc
purchase pricee of S.
S» ,I‘Q(}
,I} ~---· The fnve
0 £00 stor here
this
this New Sub scnption aa chec
Subscnption k paya
_
Investor. herebyby tend ers
tenders with
check ble to
payablc to the
the orde
orderr of "BP
"BP Cap ital E.MT gy Equ
or
or wire trans fer, m unt of
Capital Energy ity Fund
Equity Fund TI, L.P.,"
transfer, 1n the
the amo
amount S~.Q00‘0
of Sim) QV_.
I], L.P.,"
The Inve stor and

Investor 21nd the
the Part nership here
PamCrship by ackn
hereby owledge and
acknowledge and agre
agreee that
that the
the tcnn s and
and eond
co11 tained in
contained in the
the. Sub scription Agr
Subscriptim eement shal
Agreement shaHl be
terms iti()fls
conditions
be inco rpor ated
incorporated here in for all
Sub scription. In
Subscription. In addi tion, the
herein for an purp oses
purposes oHh
of is
this New
addition, the Inve stor. here
Investor by ackn
hereby owledges and
and
and warr anties ofm“ the
acknowledges agrees that
and agrees the
that the repr esen tatio ns
warrantics the Inve stor cont
Investor ained inin the
the Sub
representations
Inve
containsd sa.iption Agr
Subscription eement and
Agreemem and in
in the
the Con fiden
stor Quc
Investor stio1uiaire are
Questionnairc are true
true and
and corr ect ac Confidcntial tial
correct as of the
the date hereof and
and that
that the
of."
the
the Gen eral Part
date hereof the Inve stor shal
Investor shalll notif y
General ner imm
Partner ediately in
immediately in 'A'Titing if
writing any of S~tch representations
notify
:5 abou
is aboutt ro
if any ofsuch rcpresen tatkins or
or warr anties is
is or ever
to beco
become me or
or ever
ever beco mes U11tr warranties or ever
becomes untrueue or
or inco rrect in
incorrect in any
any resp ect.
respect.
%****

ARTICLE99
ARTICLE
DISSOLUTION
9 .1.
9. 1. Causes.
Causes.
(a)
(a) The Partnership
Partnership shall
shall be dissolved
dissolved on the first
0n the to occur of any
first to of the
any of the following
following
events, and each
events, and each Partner hereby expressly
Partner hereby expressly waives
waives any
any right
right that
that it
it might otherwise
otherwise have to
to dissolve
dissolve the
the
Partnership:
Partnership:
(i)
(i) The Bankruptcy, receivership, dissolution,
Bankruptcy, receivership, dissolution, retirement,
resignation,
complete Withdrawal or
complete any other
0r any other occurrence that would legally
occurrence that legally disqualify
disqualify the
the last
last remaining Genera]
General
Partner
Partner from acting
acting under
under this
this Agreement and the failure
and the to obtain
failure to obtain aa successor
successor General
General Partner
Partner as
as
provided in
provided in Section
Section 8. l(c); and
8.1101; and
(ii)
(ii) The Act
Act so
so requires and the
requires and the requirement
requirement is not validly
is not validly varied by this
varied by this
Agreement.
(b)
(b) Except
Except as as otherwise provided herein,
otherwise provided herein, nothing contained in
nothing contained in this
this Section 9.1 is
Section 9.1 is
intended
intended to
to permit
permit a a Partner
Partner to
to dissolve the Partnership
dissolve the Partnership atat will
will (by
(by retirement,
resignation, withdrawal
withdrawal or
0r
otherwise), or
otherwise), or to
to exonerate
exonerate a a Partner
Partner from
from liability
liability to
t0 the
the Partnership
Partnership and the Partners if
the remaining Partners if it
it
dissolves the
Partnership atat will.
dissolution at
at will of the
will of the Partnership
Partnership is
is in
in contravention
contravention
of this
Of this Agreement for purposes of
for purposes of the
the Act.
Act.
9.2.
9.2. Reconstitution. If
Reconstitution. dissolution of
1f dissolution the Partnership
0f the results from the
Partnership results the occurrence of an
occurrence of event
an event
described
described in
in Section
Section 9. l(a), then
9.11:1), then the
the Partnership
Partnership may be be reconstituted
reconstituted and itsits business continued pursuant
business continued pursuant
to the
to the Act,
Act, with
with a a new Genera}
Genera] Partner
Partner to
to be
be admitted
admitted asas provided
provided inin Section 8.1(cl. If
Section 8.l(c). If reconstitution
reconstitution is
is
completed, an
completed, appropriate amendment to
an appropriate t0 this
this Agreement and, and, if
if necessary,
necessary, to the Certificate
t0 the shall be
Certificate shall be
executed and,
executed and, inin the
the case
case ofof the
the Certificate,
Certificate, if necessary, appropriately
if necessary, appropriately filed
filed ofof record.
record. The rights
rights of the
of the
remaining Partners
Partners after
after reconstitution, and the
reconstitution, and rights and liabilities
the rights liabilities of any
any Partner that wrongfully
Partner that wrongfully
dissolves the
Partnership in contravention of
in contravention of this Agreement, shall
this Agreement. shall be asas provided forfor under
under the
the laws
laws of
0f
the State
the of Delaware.
State of Delaware.
9 .3.
9‘3. Interim Manager. If
Interim If the Partnership is
the Partnership dissolved as
is dissolved as aa result
result of
0f an
an event described in
event described in
Section
Section 9.l(a),
9.1ga), an interim manager of
an interim 0f the Partnership may be
the Partnership be appointed
appointed byby Approval of of the
the Limited
Limited
Partners,
Partners, who shall have and
shall have and may exercise
exercise all the rights,
all the powers and duties
rights, powers of the
duties of General Partner
the General Partner under
under
this
this Agreement, until (i) the
until (i) the new General Partner
General Partner is is elected
elected pursuant
pursuant to
to Section
Section 8. l(c),
8.1m), if
if the Partnership
the Partnership
is reconstituted,
is reconstituted, 0r or (ii) the Liquidator
(ii) the Liquidator is
is appointed
appointed pursuant
pursuant tot0 Section
Section 10 .1, if
10.1. if the Partnership is
the Partnership is not
not
reconstituted.
reconstituted.
9.4.
9444 Bankruptcy Provisions.
Bankruptcv Provisions‘
(a)
(a) Status of
Status of Trustee.
Trustee. On the
the Bankruptcy
Bankruptcy of
0f a General Partner,
a General Partner, the
the trustee
tmstee or
0r
debtor-in-possession (collectively,
debtor-in-possession the "trustee")
(collectively, the shall automatically
“trustee”) shall automatically have the
the status of an
status 0f an Assignee
Assignee of
of the
the
Partnership
Partnership Interest of that
Interest 0f that General
General Partner. Therefore, the
Partner. Therefore, the trustee
trustee would own the Partnership Interest
the Partnership Interest of
0f
that
that General Partner in
General Partner in Bankruptcy, but would not
Bankruptcy, but have any
not have any rights
rights with
with respect
respect to
t0 specific property ofthe
specific property the
Partnership
Partnership and would not not have any
any rights
rights with respect t0
with respect to the
the management of the the business or property
business 01‘ property 0f
the Partnership.
the Partnership. Furthermore,
Furthermore. thatthat General Partner in
General Partner in Bankruptcy
Bankruptcy would have have no further
further rights to
rights t0
participate in
participate the management of
in the of the Partnership or
the Partnership 01‘ its
its property,
property, and those
those managerial rights
rights and
and duties
duties
shall be vested
shall be vested solely in the
solely in the General
General Partner
Partner who isis not
not in in Bankruptcy
Bankruptcy (or(0r if
if none,
none, the successors 0f the
the successors the
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Fund 1L L. 1" DOC 22
:3

General Partner
Partner in
in Bankruptcy,
Bankruptcy. if if the
the Partnership
Partnership isis reconstituted).
reconstituted). Unless otherwise required
required byby
applicable
applicable law,
law. a
a voluntary filing of
voluntary filing 0f a
a case
case under Chapter 11 of thelthe Bankruptcy Code, 11
1 11 U .S.C. §§
U.S.C. 101
§§101
w.,
et seq., by
by the
the Partnership
Partnership or
or aa General Partner
Partner shall
shall not
not be considered toto effect
effect an automatic dissolution
dissolution
of
0f the
the Partnership
Partnership under the Act. Rather,
the Act. Rather, that
that determination of whether or not to
t0 dissolve
dissolve the Partnership
Partnership
should
shou|d be made by by the
the General Partner,
Partner, subject
subject to
t0 Approval of the
Partners, on a filing
filing by
by the
the
Partnership,
Partnership, and byby Approval of the
Partners on a filing
filing by
by aa General Partner.
Partner.
(b)
(b) Assumption of Obligations.
Obligations. Any entity
entity to
to which a a Partner's
Partner’s rights
rights are
are assigned
assigned
pursuant toto the
the provisions
provisions of the
the Bankruptcy Code, shall
shall be deemed without further
further act
act to
to have assumed
all
all of
0f the
the obligations
obligations arising
arising under this
this Agreement on0n and after
after the
the effective
effective date
date of
0f the
the assignment. On
demand, anyany such Assignee shall
shall execute and deliver
deliver to
t0 each other
other party
party to
to this
this Agreement an instrument
instrument
confirming
confirming thatthat assumption.
assumption A failure
failure to
to deliver
deliver the
the assumption agreement is is a
a default
default under this
this
Agreement by the Assignee.

by the Assignee.
ARTICLE 10
10
l10.1.
0. 1. General.
General.
(a)
(a) Selection of
Selection Liquidator. If
0f Liquidator. If the
the Partnership
Partnership is
is dissolved
dissolved and is is not
not reconstituted,
reconstituted,
then
then the
the General Partner
Palmer (or
(or if
if a General Partner
Partner has
has retired,
retired, resigned
resigned or
or withdrawn, or or is
is in
in Bankruptcy,
Bankruptcy,
any
ally remaining General
Genera] Partner,
Partner, oror if
if there
there are
are no
n0 other
other General Partners
Partners or
or if
if all
all remaining Genera]
General
Partners
Partners suffer
suffer one of the
the foregoing,
foregoing. then a liquidator
liquidator oror liquidating
liquidating committee selected
selected by by Approval of
the
the Limited Partners)
Partners) shall
shall begin toto wind up the
the affairs
affairs of the
the Partnership
Partnership and toto liquidate
liquidate and sell
sell its
its
assets,
assets, all
all pursuant
pursuant to
to the Act. The Person conducting the
the Act. the liquidation
liquidation in
in accordance with the the foregoing
foregoing
sentence isis herein
herein referred
referred to
to as the "Liquidator."
as the “Liquidator.”
(b)
(b) Duties
Duties and Qualifications.
Qualifications. The Liquidator
Liquidator (if
(if other
other than
than a General Partner)
Partner) shall
shall
have sufficient
sufficient business
business expertise
expertise and competence to t0 conduct the
the winding up and tennination
termination of0f the
the
Partnership
Partnership and,
and, inin the
the course
course thereof,
thereof, to
t0 cause the
the Partnership
Partnership toto perform any any existing
existing or
0r future
future
contractual
obligations of the
the Partnership.
Partnership. The Liquidator,
Liquidator, subject
subject toto the
the Approval
Approvai of the
the Limited
Limited
Partners,
Partners, shall
shall determine
determine the
the time,
time, manner and terms of any
any sale
sale or
0r sales
sales of property
property of the
the Partnership
Partnership inin
liquidation,
liquidation, having due regard
regard to
to the
the activity
activity and condition
condition of the
the relevant
relevant market and general
general financial
financial
conditions.
((c)
c) Compensation. The Liquidator is is entitled
entitled to
to receive
receive reasonable
reasonable compensation
for
for its
its services,
services, as
as agreed upon by
by the
the Liquidator
Liquidator and Approved byby the
Partners.
((d)
d) Resignation.
Resignation. Removal, Succession.
Succession. The Liquidator
Liquidator may resignresign at
at any
any time
time by by
giving fifteen (15)
fifteen (15) days'
days’ prior written notice
prior written notice and may be removed at any
at any time,
time. with or
0r without cause,
cause, by by
written
written notice
notice of removal
removal Approved by by the
Partners. On the the death,
death, dissolution,
dissolution, removal or or
resignation
resignation of the
the Liquidator,
Liquidator, aa successor
successor and substitute
Liquidator (who shallshall have and succeed to t0 all
all the
the
rights,
rights, powers and duties
duties of the
the original
original Liquidator)
Liquidator) wilL
will, within
within thirty
thiny (30)
(30) days
days thereafter,
by
by Approval of
0f the
Partners, evidenced by
by written
written appointment and acceptance. The right
right tot0
appoint a successor
successor substitute
substitute Liquidator in in the
the manner provided herein shal1 shall be recurring
continuing
for
for so
so long
long as
as the
the functions
functions and services
services ofof the
the Liquidator
Liquidator are
are authorized
authorized to t0 continue
continue under
under this
this
Agreement, andand every

every reference
reference herein
herein toto the
the "Liquidator"
“Liquidator" refers
refers also
also tot0 any
any successor
successor oror substitute
substitute
appointed in in the
the manner herein
herein provided.
provided The Liquidator
Liquidator has and may exercise,
exercise. without
without
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2008] A&R BP
B!) Capital
(,amlnl Energy
Encrgy Equity
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L,P,.[)O('
II. 23
23

further
authorization or consent of any
0r consent any of the
the parties
parties hereto
hereto or
or their
their legal
representatives or or successors
successors in
in
interest,
interest, all
all of the
the powers
powers conferred
conferred by
by this
this Agreement upon the the General Partner
Partner to
t0 the
the extent
extent necessary
necessary
or
0r desirable
desirable in in the
the good faith
faith judgment of thethe Liquidator
Liquidator to
to perform
perform itsits duties
duties and functions.
functions. The
Liquidator is not liable as a General Partner hereunder, to the
Liquidator is not liable as a General Partner hereunder, to the LimitedLimited Partners
Partners or
0r to
t0 third
third party
party creditors.
creditors.
10.2.
10,2. Court
Court Appointment of Liquidator. If,
of Liquidator. 1f, within
within thirty
thirty (30)
(30) days
days after
after the
the date
date of
of dissolution
dissolution
or
0r other
other time
time period provided in
period provided in Section
Section 10.1,
10.1, a a Liquidator
Liquidator or 0r successor
successor Liquidator
Liquidator has
has not
not been
been
appointed in
appointed in the
the manner provided
provided therein,
therein, then
then any
any Limited
Limited Partner
Partner or
0r the
the General
General Partner
Partner may make
application to
application t0 the
the then
then senior United States
senior United States Federal
Federal District
District Judge (in(in his judicial capacity)
his judicial capacity) for
for the
the
Federal District in
Federal District in which the Partnership has
the Partnership has its
its principal
principal office,
office, for
for appointment of the the Liquidator
Liquidator or or
successor
successor Liquidator,
Liquidator, and that judge, acting
thatjudge, acting as
as an
an individual
individual and not not in
hisjudicial capacity, shall
shall be
be fully
fully
authorized and
authorized and empowered to t0 appoint
appoint and designate
designate the Liquidator or
the Liquidator 0r successor
Liquidator, who shall
shall
have the powers, duties,

the powers, duties, rights authorities of
rights and authorities 0f the
the Liquidator
Liquidator herein
herein provided.
provided.
10.3.
10.3. Liquidation.
Liquidation.
(a)
(a) In
Inwinding upup and terminating
terminating the
the business
business and affairs
affairs of
0f the
the Partnership,
Partnership, its
its
assets (other
assets (other than
than cash)
cash) shall
shall be sold
be sold at
at the discretion of
the'discretion of the
the Liquidator,
Liquidator, its
its liabilities
liabilities and obligations
obligations to
to
creditors
creditors and all
all expenses
expenses incurred
incurred in
in its
its liquidation
liquidation shall
shall be
be paid,
paid, and
and all
all resulting items of income,
resulting items income, gain,
gain,
loss
loss or deduction of
or deduction of the
the Partnership
Partnership shall
shall be
be credited
credited or
or charged
charged tot0 the
the Capital
Capital Accounts of 0f the
the Partners
Partners
in
in accordance
accordance with
with Articles
Articles 33 and
and _4. Any Partner
Partner may bebe aa purchaser
purchaser of
0f assets
assets of
0f the
the Partnership
Partnership at
at one
one
or
or more liquidation
liquidation sales.
sales.
(b)
(b) The net
net proceeds
proceeds from those
those sales
sales (after
(after deducting
deducting all
all selling
selling costs
costs and
and expenses
expenses
in
in connection
connection therewith), together with
therewith), together with (at
(at the expiration of the
the expiration the one ((1)-year
1)-year period
period referred
referred to
to in
in
Section
Section 10.4) the balance
10.4) the balance in
in the
the reserve
reserve account
account referred
referred to
to in
in Section
Section 10.4,
10.4, shall
shall be
be distributed
distributed among
the Partners
the Partners in proportion to
in proportion to their
their Capital
Capital Accounts.
Accounts.
((c)
c) The Liquidator
Liquidator shall
shall be
be instructed
instructed to
t0 use
use all
all reasonable
reasonable efforts
efforts to
to effect
effect complete
complete
liquidation of
liquidation the Partnership
0f the Partnership within
within one (1)(l) year
year after
after the
the date
date on
0n which thethe Partnership
Partnership is is dissolved.
dissolved.
holder of
Each holder of aa Partnership
Interest shall
shall look
look solely
solely to
t0 the
the assets
assets of
of the
the Partnership
Partnership forfor all
all distributions
distributions
and shall
shall have non0 recourse
recourse therefor
therefor (on
(0n dissolution
dissolution or
or otherwise)
otherwise) against
against the
the Partnership, the Partners
Partnership, the Partners or
or
the Liquidator. On the
the Liquidator. the completion of of the
the liquidation
liquidation of the
0f the Partnership
Partnership and the
and the distribution
distribution ofof all
all funds
funds
of
of the
the Partnership,
Partnership, the Partnership shall
the Partnership shall terminate
terminate and
and the
the General
General Partner
Partner (or
(01‘ the
the Liquidator,
Liquidator, asas the
the case
case
may be)
be) may execute
execute andand record
record all
all documents required
required toto effectuate
effectuate the
the dissolution
dissolution and termination of
and termination of
the
the Partnership.
Partnership.
10.4.
10.4. Creation
of Reserves. After making payment or 0r provision
provision forfor payment of0f all
all fixed
fixed and
and
determinable
determinable debts liabilities of
debts and liabilities 0f the
the Partnership
Partnership and allall expenses
expenses of
0f liquidation,
liquidation: the
the Liquidator
Liquidator may
set up, for
set up, for a period not
a period not to
to exceed
exceed one ((1) 1) year
year after
after the
the date
date of dissolution,
dissolution, the
the cash
cash reserves
reserves that
that the
the
Liquidator
Liquidator deems reasonably necessary
reasonably necessary for
for any
any contingent
contingent or
or unforeseen
unforeseen liabilities
liabilities or
or obligations
obligations of
of the
the
Partnership.
Partnership.
10.5.
10.5. Final
Final Audit.
Audit. Within a a reasonable
reasonable time
time after
after completing thethe liquidation,
liquidation, the
the Liquidator
Liquidator
shall
shall supply
supply to
to each
each of
of the
the Partners
Partners a
a statement,
statement, certified
certified by
by the
the Accountant upon a
a request
request Approved by
by
the Limited
Partners, which shall
shall set
set forth
forth the
the assets
assets and the
the liabilities
liabilities of
of the
the Partnership
Partnership as
as of
of the
the date
dale of
complete
complete liquidation,
liquidation, the
the distributions
distributions to the Partners
to the Partners pursuant
pursuant to
t0 Section
Section 10.3,
10.3., and
and the
the amount retained
retained
as
as reserves by the
reserves by the Liquidator
Liquidator pursuant
pursuant to t0 Section
Section 10.4.
10.4.
D-(Nov. Carma] Energy

2008) A&R BP Capital
D-(NOV. 2008) Encrgw Equitv
Eqmlv Fund IL L P ..DOC
ll. L.P DOC 2LI
24

ARTICLE 11
11
MISCELLANEOUS
11.1.
11.1. Notices.
Notices.
(a)
(a) All
Al] notifications,
notifications, notices,
notices, demands or
or requests
requests provided
provided for,
for, or
or permitted
permitted to
to be
be
given, pursuant to
given, pursuant to this
this Agreement must bebe in
in writing.
writing.
(b)
(b) All
A11 notifications,
notifications, notices,
notices, demands and requests
requests to
t0 be sent
sent to
t0 the
the Partnership
Partnership or
0r
to
t0 any
any Partner
Partner shall
shall be
be deemed to to have been
been properly
properly given,
given, unless
unless explicit]y
explicitly stated
stated otherwise,
otherwise, if
if sent
sent by
by
(i)
(i) certified
certified oror registered
registered mail,
mail, return
return receipt
receipt requested;
requested; (ii)
(ii) Federal
Federal Express
Express oror other
other comparable
comparable
overnight courier
courier with
with regular, daily service;
regular, daily service; (iii)
(iii) hand delivery;
delivery; or
or (iv)
(iv) facsimile
facgimile during
during normal business
business
hours
hours tot0 the place of
the place 0f business
business of0f the
the recipient,
recipient, addressed
addressed oror faxed,
faxed, asas the
the case
case may be,be, to
t0 the
the Partner
Partner or
0r
the Partnership
the Partnership at
at the
the last
last known address
address or0r facsimile
facsimile number of 0f such
such Person,
Person, or
0r at
at such
such other
other address
address or
or
facsimile
facsimile number as as that
that Partner
Partner may from time
time to time specify
t0 time specify by
by written
written notice
notice to
t0 thePartnership.
thePartnership.
((c)
c) All
All notices,
notices. notifications,
notifications, demands or 0r requests
requests soso given
given shall
shall be
be deemed given
given
and received
and received (i)
(i) if
if mailed,
mailed, seven
seven (7)
(7) days
days after being deposited
after being deposited inin the
the mail;
mail; (ii)
(ii) if
if sent
sent via
via overnight
overnight
courier, the
courier, the next
next Business
Business Day after
after the
the date
date marked forfor delivery;
delivery; (iii)
(iii) if
if hand delivered,
delivered, the
the next
next
Business
Business Day after
after being
being hand delivered; or
hand delivered; 0r (iv)
(iv) if
if by
by facsimile,
facsimile, the
the next
next Business
Business Day after
after being
being faxed.
faxed.
((d)
d) The parties
parties hereto
hereto and their
their respective
respective successors
successors and assigns
assigns shall
shall have
have the
the right
right
from time
time to
to time
time and
and at
at any
any time
time during
during the
the term
term of
0f this
this Agreement tot0 change their
their respective
respective addresses,
addresses,
and each shall
and shall have
have the
the right
right to
to specify
specify as
as its
its address
address any
any other
other address
address by
by giving
giving to
t0 the
the other
other parties
parties at
at
least thirty
least thirty (30)
(30) days' written
days’ written notice
notice thereof,
thereof, inin the
the manner prescribed
prescribed in
in Section
Section 12. l(b); provided,
12.1!b 1;provided,
however,
however, t0to be
be effective
effective any
any such
such notice
notice must be be actually
actually received
received (as
(as evidenced
evidenced byby aa return
return receipt).
receipt).
((e)
e) All payments to
A11 payments to be
be made pursuant
pursuant hereto
hereto to
to any
any Partner
Partner shall
shall be
be made at
at the
the
address at
address at which notices
notices herein
herein are
are sent,
sent, unless
unless otherwise
otherwise specified
specified in
in writing
writing by
by any
any such
such Partner.
Partner.
(f)
above, all
all reports
reports and returns
returns to
to be
be sent
sent to
to any
any Partner
Partner shall
shall
be deemed to have been
to have been properly
properly given
given if
if sent
sent by
by regular
regular U.S.
U.S. mai]
mail by
by the
the date
date indicated
indicated herein.
haein.
11.2.
Intemretation. The construction
construction and
and validity
validity of
of this
the rights
rights and
and
obligations
Obligations of
0f the
the respective
respective parties
parties hereunder
hereunder shall
shall be
be governed byby and interpreted
interpreted and
and enforced
enforced in
in
accordance
accordance with the laws
with the laws of
of the
the State
State of
of Delaware.
Delaware.
11.3.
11.3. Terms.
Terms. Common nouns and pronouns pronouns shall
shall be
be deemed to to refer
refer to
to the
the masculine,
masculine,
feminine,
feminine, neuter,
neuter, singular,
singular, and plural,
plural, as
as the
the identity
identity of
of the
the person
person or
or persons,
persons, firm
firm or0r corporation
corporation may
may in
in

the context require‘ Any reference
reference to
to the
the Code or0r other
other statutes
statutes or
or laws
laws shall
shall include
include all
all amendments,
amendments,
modifications,
modifications, oror replacements
the specific
specific sections
sections and
and provisions
provisions concerned.
concerned.
11.4.
11.4. References.
References. Unless
Unless otherwise
otherwise expressly
expressly stated,
stated, references
references to
to numbered or 01' lettered
lettered
articles,
articles, sections
subsections herein
herein contained
contained are
are to
to articles,
articles, sections
sections and
and subsections
subsections of0f this
this
Agreement. The terms terms "'herein,"

“herein.” "hereof,"
“hereof," "hereunder,"
“hereunder." "hereby,"
“hereby," "this
“this Agreement"
Agreement” and
and other
other similar
similar
references shall be
references shall be construed
construed to
t0 mean andand include
include this
this Amended and and Restated
Limited Partnership
Partnership and
and all
ail amendments thereof
thereof and
and supplements
supplements thereto
thereto unless
unless the
the context
context shall
shall clearly
cieariy
indicate
indicate or
0r require
require otherwise.
otherwise.
D-(Nm
D-(Nm‘ 2008)
2008b A&R B!)
BP Capital
Capital Energv
Energy Em1itv
Equltv Fund IL
[1. L.P .. DOC
L.P..I)O£ 25
lJ Ln

11.5.
11‘5. Severability.
Severabilitv. If
If any
any provision
provision of this
this Agreement or or the
the application
application to
t0 any
any Person
Person or
0r
circumstances
circumstances shall
shall be
be invalid
invalid or
or unenforceable
unenforceable tot0 any extent, the
any extenL the remainder of0f this
this Agreement and
and the
the
application of such
application such provisions
provisions to
to other
other Persons
Persons or
or circumstances
circumstances shall
shall not
not be affected
affected thereby
thereby and
and shall
shall
be enforced
enforced to the greatest
to the greatest extent
extent permitted
permitted by
by law.
law.
11.6.
11.6. No Third-Partv
Third—Partv Beneficiary.
Beneficifly. This
This Agreement is
is made solely
solely and
and specifically
specifically between
between
and for
and for the benefit of
the benefit 0f the
the parties
parties hereto
hereto and their
their respective
assigns, subject
subject to
to the
the express
express
provisions
provisions hereof
hereof relating to successors
relating to successors and assigns,
assigns, and
and no other
other Person
Person whatsoever hashas any
any rights,
rights,
interest, or claims
interest, or claims hereunder
hereunder or
or is
is or
or will
will be
be entitled
entitled to
to any
any benefits
benefits under oror on account
account of
of this
this
Agreement as as a
a third-party
third-party beneficiary
beneficiary or
or otherwise
otherwise unless
unless specifically
specifically provided
provided in
in this
this Agreement.
Agreement.
11. 7. Absolute
11.7. Absolute and Sole
Sole Discretion.
Discretion. Except as
as otherwise
otherwise provided in in this
this Agreement,
Agreement, all
all
actions
actions that
that any
any Partner
Partner may take
take and
and all
all determinations
detemxinations that
that any
any Partner
Partner may make pursuant
pursuant to
to this
this
Agreement may be be taken
taken and
and made at
at the
the sole
sole and absolute
absolute discretion
discretion of that Partner.
ofthat Partner.
11.8.
11.8. Binding
Binding Effect.
Effect Subject
Subject to
t0 the provisions of
the provisions of this
relating to
to transferability,
transferability,
this
shall be binding
be binding on
0n and inure
inure to the benefit of the parties signatory
t0 the benefit 0f the parties signatory hereto,
hereto, and
and their
their
respective distributees, successors
assigns.
11.9.
11‘9. Complete Agreement.
Agreement. ThisThis Agreement constitutes
constitutes the
the complete
complete and exclusive
exclusive statement
statement
of the
the agreement between
agreement between and and among the
the Partners
Partners and
and replaces and
replaces and supersedes
supersedes all
all prior agreements,
prior agreements,
except
except for
for any
any agreement executed contemporaneously herewith
executed contemporaneously herewith byby and
and among the
the Partners,
Partners, or
0r any
any of
0f
them,
them, contemporaneously
contemporaneously herewith.
herewith. This
This Agreement supersedes
supersedes all
all written
written and
and oral
oral statements,
statements, and
and no
n0
representation,
representation, statement condition, or
statement. condition, warranty not
or warranty not contained
contained inin this
shall be
be binding
binding onon the
the
Partners or have any
Partners or any force
force or
or effect
effect whatsoever.
whatsoever. No Partner
Partner has
has rendered
rendered any
any services
services to or on behalf
to or on behalf of
of
any other Partner
or the
the Partnership,
Partnership. and
and no Partner
Partner shall
shall have
have any
any rights
rights with
with respect
respect toto any
any services
services that
that
might be
be alleged
alleged to
t0 have been rendered.
have been rendered.
11.1 0. Additional
11.10. Additional Documents and Acts. Acts. In
In connection
connection with
with this
this Agreement,
Agreement, as as well
well as
as all
all
transactions
transactions contemplated
contemplated byby this
this Agreement,
Agreement. each
each Partner
Partner shall,
shall, on
on the
the request
request of
of the
the General
General Partner,
Partners
execute
execute and deliver
deliver such additional documents and instruments
such additional instruments and perform suchsuch additional
additional acts
acts as
as may
be necessaxy
necessary or0r appropriate
appropriate to
to effectuate,
effectuate, carry
carry out,
out. and perform allall of the
the terms,
terms: provisions
provisions and
and
conditions
conditions of this Agreement and
0f this and all
all such
such transactions.
transactions.
11.11.
11.1 1. Counterparts.
Counteggarts. This executed in
This Agreement may be executed in any
any number of counterparts,
counterparts, each
each of
of
which shall
shall be
be deemed an
an original
original and all
all of which
Which shall
shall constitute
constitute one and the
the same Agreement
11.12.
1 Reliance on
1.12. Reliance on Authority.
Authority. If
If aa Partner
Person other
other than
than a a natural
natural person,
person, the
the
Partnership
Partnership and the the General Partner (i)
General Partner (i) are
are not
not required
required to t0 determine
determine the
the authority
authority of thethe Person
Person signing
signing
this
this Agreement to to make any
any commitment or or undertaking
undertaking on 0n behalf
behalf of
of such
such entity
entity oror to
to determine
determine anyany fact
fact
or
or circumstance bearing
bearing upon thethe existence
existence of of the
the authority
authority of 0f such
such Person;
Person; (ii)
(ii) are
are not
not required
required to
to see
see to
to
the application
the application or or distribution
distribution of proceeds
proceeds paid
paid or
0r credited
credited to to Persons
Persons signing
signing this
this Agreement on 0n behalf
behalf
of that
that entity;
entity; (iii)
(iii) are
are entitled
entitled to
to rely
rely on
0n the
the authority
authority of of the
the Person
Person signing
signing this
this Agreement with with respect
respect
to the giving
t0 the giving of of consent
consent on behalf of
on behalf 0f such
such entity
entity inin connection
connection withwith any
any matter
matter forfor which consent
consent is is
permitted
permitted or 0r required
required under
under this
this Agreement;
Agreement; and and (iv)
(iv) are
are entitled
entitled to
to rely
rely on the
the authority
authority of
of any
any general
general
partner, joint venturer,
partner, joint venturer, manager,
manager, co-co- or
or successor
successor trustee,
trustee. or or president
president or
or vice
vice president
president (as(as the
the case
case may
be), of
be)“ of any
any such
such Person
Person the
the same as as if
if the
the Person
Person were the the Person
Person originally
originally signing
signing this
this Agreement on on
behalf of that entity.
behalf ofthat entity,
D-(Nov
D-(Nm. 2008)
2008) A&R BP Canital
Camml Energv
Encrffl Eaunv
[taum Fund
i‘und ll. l .P
Ii. .. DOC
P..D()'L
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11.13.
11.1 3. Amendment. ThisThis Agreement may not be amended, altered
not be altered or
0r modified
modified except
except with
with the
the
Approval
Approval of0f the
the Partners,
Partners. excluding
excluding any
any Partner
Partner who has
has transferred
transferred its
its entire
entire Partnership
Interest to
to one
one
or
01‘ more Assignees
Assignees pursuant
pursuant to
t0 Article
8; provided, however, thethe General Partner
Partner may amend any any
provision
provision of this
this Agreement to cure any
to cure any ambiguity
ambiguity or
or correct
correct or
or supplement any
any provision
provision of
of the
the
Agreement that
that may be
be incomplete
incomplete or
or inconsistent
inconsistent with
with any
any other
other provision
provision herein.
herein.
11.14.
11.14. Title t0 Property.
Title to Propegy. The Partners
Partners desire
desire and
and intend
intend that
that legal
legal title
title to
t0 all
all property
property of0f the
the
Partnership
Partnership be
be held
held and
and conveyed
conveyed in in the
the name ofof the
the Partnership.
Partnership. ToT0 the
the extent
extent that
that any
any property
property of
of the
the
Partnership
Partnership is
is held
held in
in the
the name of0f a
a General
General Partner,
Partner, the
the property
property shall
shall be deemed held
held by
by that
that General
General
Partner
Partner as
as agent
agent and nominee for
and nominee for and
and on0n behalf
behalf of
of the
the Partnership.
Partnership. Property
Property acquired
acquired byby or
or standing
standing in
in
the
the name of0f any
any Partner
Partner shall
shall be
be conclusively
conclusively presumed not not to
to be Partnership
Partnership property,
property, unless
unless an
an
instrument
instrument in
in writing,
writing, signed
signed by
by the
the Partner,
Partner, specifies
specifies to
to the
the contrary.
contrary.
1 1.15.
1.15. Other
1 Other Business.
Partner may be
be engaged in
in a
a business
business or
or businesses
businesses other
other than
than that
that
of the
of the Partnership without being
Partnership without being accountable
accountable or
0rliable
liable to
to the
the Partnership
Partnership for
for the
the breach of
0f any
any fiduciary
fiduciary
obligation.
obligation.
11.16. Partition
11.16. Partition Rights.
Rights. No Partner
Partner shall
shall have the
the right
right to
t0 the
the partition
partition of
0f any
any property
property of the
the
Partnership
Partnership oror to
t0 take
take any
any action
action or
or initiate
initiate or
or prosecute
prosecute any judicial proceeding for
any judicial for the
the partition,
partition, or
or the
the
partition
partition and sale,
sale, of
of any property of
any property the Partnership.
ofthe Partnership.
11.17.
11.17. Representations.
Representations. Notwithstanding
Notwithstanding anything anything herein
herein to to the
the contrary,
contraryA each
each Limited Partner Partner
hereby
hereby represents
represents and and warrants
warrants to to the
the Partnership,
Partnership. each each General
Genera] Partner,
Partner, and to t0 each officer,
officer, director,
director,
shareholder,
controlling person
person and
and agent
agent of 0f each
each General
General Partner
Partner that (i) the
that (i) the interest
interest inin the
the Partnership
Partnership
of
0f such·
such Limited
Limited Partner
Partner is
is acquired for investment
acquired for investment purposes
purposes only
only for
for its
its own account and not
not with
With aa view
to
t0 or in connection
0r in connection with with anyany distribution,
distribution, re-offer,
re—offer, resale
resale oror other
other disposition
disposition not not in
in compliance with with the
the
Securities
Securities Act of 0f 1933,
1933, as as amended and and thethe rules
rules and regulations
regulations thereunder
thereunder (the (the "1933
“I933 Act")Act”) andand
applicable
applicable state
state securities laws; (ii)
securities laws; (ii) such
such Limited
Limited Partner
Partner is is an
an "accredited
“accredited investor"
investor” within
within the the meaning
of Rule
Rule 501(a) under
501(a) under the
the 1933
1933 ActAct or
0r such
such Limited
Limited Partner,
Partner. alone
alone or
0r together
together with
with its
representatives:
possesses
possesses suchsuch expertise,
expertise, knowledge and and sophistication
sophistication in in financial
financial and businessbusiness matters
matters generally,
generally, and and
in
in the
the type
type ofof transactions
transactions in in which the the Partnership
proposes to to engage in in particular,
particular, that
that it is capable
it capable of
1's
0f
evaluating
evaluating thethe merits
merits and
and economic risks risks ofof acquiring
acquiring and and holding
holding itsits interest
interest in in the
the Partnership;
Partnership; (iii) (iii) such
such
Limited
Limited Partner
Partner hashas had
had access
access to all of
t0 all 0f the
the information
information with with respect
respect to t0 its
its interest
interest in
in the
the Partnership
Partnership that that
it
it deems necessary
necessary to t0 make a a complete
complete evaluation
evaluation thereof,
thereof, and has has had the the opportunity
opportunity to t0 question
question the the
General
General Partner concerning such
Partner concerning such interest;
interest; (iv)
(iv) such
such Limited
Limited Partner's
Partner’s decision
decision to to acquire
acquire its its interest
interest in in
the
the Partnership
Partnership for for investment
investment has has been
been based
based solely
solely upon the the evaluation
evaluation made by by it;
it; (v)
(v) such
such Limited
Limited
Partner is
Partner is aware
aware that
that it
it must bearbear the
the economic risk risk of0f its
its investment
investment in in the Partnership for
the Partnership for an
an indefinite
indefinite
period
period 0fof time because interests
time because interests inin the Partnership have not
the Partnership not been registered
registered under the the 1933
1933 Act or 0r under
under
the
the securities
securities laws
laws of0f various
various states,
states, andand therefore,
therefore, cannot
cannot be soldsold unless
unless such interests
interests areare subsequently
subsequently
registered under the
registered the 1933
1933 Act and and any
any applicable
applicable state
state securities
securities laws
laws or 0r anan exemption from registration
registration
is
is available;
available; (vi)
(vi) such
such Limited
Limited Partner
Partner is
is aware that
that only
only the
the Partnership
Partnership can
can take
take action
action to
to register
register such
such
interest
interest inin the
the Partnership
Partnership and and thethe Partnership
Partnership is is under
under non0 such
such obligation
obligation and does not not propose
propose to to
attempt
attempt toto do
d0 so;
so; and
and (vii)
(vii) such
such Limited
Limited Partner
Partner is is aware that
that the
the Agreement provides provides restrictions
restrictions on on the
the
ability
ability of
0f the
the Limited
Limited Partner
Partner to to sell,
sell, transfer,
transfer. assign,
assign, mortgage,
mortgage, hypothecate,
hypothecate, or or otherwise
otherwise encumber its its
interest
interest in
in the
the Partnership.
Partnership.
11.18.
11.18. Power 0f of Attomev.
Attomev. Each LimitedLimited Partner hereby constitutes
Partner hereby constitutes and
and appoints
appoints the
the General
Genera}
Partner,
Partner, with
with full
full power of
of substitution,
substitution. its
its true
true and
and lawful
lawful attorney-in-fact,
attomey-in—fact, and empowers andand authorizes
authorlzes
such attorney, in
such attorney, the name,
in the name, place
place and
and stead
stead ofof such
such Limited
Limited Partner,
Partner. to
t0 make,
make. execute,
execute. sign.
sign. swear
swear to,
to.
D—le. 2008‘)
D-(Nov. 2008) A&R BP
RP Capital
Capital Energy
Encrgv Equitv
Euuuv Fund
}‘und ll,
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acknowledge and and file
file in
in all
all necessary
appropriate placesplaces all
all documents relating
relating toto the
the Partnership
Partnership andand
its
its activities,
activities, including,
including, butbut not
not limited
limited to:
t0: (i)
(i) the
the Agreement and any any amendments theretothereto approved as as
provided herein; (ii)
provided herein; (ii) the
the Certificate
Certificate and any any amendments and supplements thereto, thereto, under the the laws
laws ofof the
the
State of Delaware or
State or in
in any
any other
other state
state or jurisdiction in
orjurisdiction in which such
such filing
filing isis deemed advisable
advisable by by the
the
General Partner;
Partner; (iii) any
(iii) any applications,
applications, forms,
forms, certificates,
certificates, reports
reports or other
other documents that
that may be
be
requested
requested or or required
required by by any
any foreign,
foreign, federal,
federal, state
state oror local
local governmental agency,agency, securities
exchange.
securities association, self-regulatory
securities association, organization~ or
self-regulatory organization. 0r similar
similar institution
institution and that
that are
necessary or or
advisable
advisable by by the
the General
General Partner;
Partner; (iv)
(iv) any
any other
other instrument
instrument that that may be be required
required to to be filed
filed or
or recorded
recorded in in
any
any state
state or
or county
county or
or by any
by any governmental agency
agency (foreign
(foreign or
or domestic),
domestic), or
or that
that the
the General
General Partner
Partner
deems advisable
advisable to to file
file oror record,
record, including
including without limitation,
limitation certificates
certificates of 0f assumed name; (v) (v) any
any
documents thatthat may be be required
required to t0 effect
effect the
the continuation
continuation of the the Partnership
pursuant to to the
the terms
terms hereof,
hereof,
the admission of new Partners,
the admission Partners, the
the admission of substitute
substitute Limited Partners,
Partners, the
the withdrawal of of a
a General
General
Partner
Panner or 0r the
the dissolution
dissolution andand termination
termination of 0f the
the Partnership,
Partnership, provided such continuation,
continuation, admission
admission or or
dissolution
dissolution andand termination
termination are are in
in accordance with With the
the terms
terms of the Agreement; (vi)
ofthe (Vi) documents necessary
necessary
or
or appropriate
appropriate toto satisfy
satisfy certain
certain elections
elections contained
contained in in the
the Code or 0r state
state law governing taxation
taxation of
0f limited
limited
partnerships;
partnerships; and (vii)(vii) documents necessary
appropriate to to satisfy
satisfy any
any and allall other
other ministerial
ministerial duties
duties
or
or functions
functions necessary
necessary for for the
the conduct
conduct of the the business
business of the the Partnership.
Partnership. Each Limited Partner Partner hereby
hereby
ratifies,
ratifies. confirms
confim1s and adoptsadopts as as its
its own,
own‘ allall actions
actions thatthat may be taken by by such attorney-in-fact
attorney—in-fact pursuant
pursuant to to
this Section
this Section 12.18. This power of
12.18. This 0f attorney
attomey is is coupled
coupled with with anan interest,
interest, is
i5 irrevocable
irrevocable and shallshall continue
continue
notwithstanding the
notwithstanding the subsequent
subsequent incapacity
incapacity or or death
death of the the Limited Partner.
Partner. Each Limited Partner Partner and/or
and/‘or
his
his Assignee,
Assignee, transferee
transferee or or successor-in-interest
successor—in-interest shall shall execute
execute and deliver
deliver toto the
the General
Genera] Paiiner
Palmer an an
executed
executed and appropriately
notarized power of attorney attorney in in such
such form consistent
consistent withwith the
the provisions
provisions of 0f
this
this Section
Section 12.18 as the
12.1 8 as the General
General Partner
Partner may request.
request.
11.19.
11.19. Confidentiality.
Confidentialig. Except as as required
required byby law oror valid
valid subpoena or or other
other lawful
lawful process,
process, the the
failure
failure to comply with
to comply with which would subject,subject, or0r may reasonably
reasonably be be expected to t0 subject,
subject, the
the respective
respective
receiving
receiving Limited PartnerPartner to
to damages or judicial or
or judicial or administrative
administrative censure or or contempt,
contempt each each Limited
Limited
Partner
Partner who receives
receives information
information that that is
is protected
protected under this this Section
Section 12.19
12.19 shall
shall maintain
strict
confidence,
confidence, and withoutwithout the prior consent of the
the prior the Partnership,
Partnership, shall
shall notnot disclose
disclose toto any
any Person (other
(other than
than
to another Partner) and shall not use
to another Partner) and shall not use for any for any purpose other
other than evaluating
than evaluating or
or monitoring (in its capacity
(in its capacity
as
as aa Partner)
Partner) the the investments
investments or or proposed investments,
investments, any any and all all material,
material, nonpublic information
information that that
concerns thethe operations,
operations, business,
business, or or affairs
affairs of,
of. and that
that is
is received
received from or or on behalf
behalf of,
0f. the
the Partnership,
Partnership,
or
0r any of its
any 0f its Affiliates; provided, however,
Affiliates; provided, however, notwithstanding
notwithstanding the the foregoing,
foregoing, anyany receiving
receiving Limited
Limited Partner
Partner
may communicate any any such
such information
information to
to any
any of its
its directors,
directors, officers,
officers, investment advisers,
advisers, emp1oyees,
employees,
or
or other
other representatives
representatives who have a a need to t0 know such
such information
information and for for whom such such receiving
receiving Limited
Limited
Partner shall
Partner responsible or
shall be responsible or to
to or
0r at
at the
the request
request of anyany governmental authority
authority or or examiner having having
jurisdiction over
jurisdiction over such
such receiving Partner. If
receiving Limited Partner. If any
any receiving
receiving Limited PartnerPartner is is required
required by by law,
law,
subpoena,
subpoena, legal
legal process,
process, or
0r other
other demand for
for any
any such
such information
information with which such receiving
receiving Limited
Limited
Partner
Partner believes
believes it it is
is legally
legally obligated
obligated to to comply,
comply, such receiving
receiving Limited Partner
Partner shall
shall give
give prompt noticenotice
of such fact
fact tot0 the
the Partnership
Partnership so so that
that the
the Partnership
Partnership may,
may, ifif it
it desires,
desires, seek a a protective
protective order
order oror other
other
governmental
governmental or judicial relief
orjudicial relief to
t0 prevent disc105ure of
prevent disclosure 0f such
such infornrntion.
information.

()fPage Intentionally Left Blank.
Left Blank.
Signature
Fallows.
2008) A&R BP Capital

IHNmn 2008)
D-(Nov. Capital Energv
Energv Equity
Equm Fund IL
lI, L.P .. DOC
L.P..DOC‘ 28
28

IN WITNESS WHEREOF! this Agreement is effective as of the day and year first above written.
GENERAL PARTNER:


a Delaware limited liabikity company:
its general partner
LIMITED PARTNERS:
All Limited Partners now and hereafter admitted

pursuant Lo pmvers 0f attorney now and hereafter
granted 10 the General Partner
BP CAPITAL MANAGEMENT, L.P..

a Delaware limited paflnership,
as attorney-in-facl for the parties
who enter as Limited Farmers

/WXW
its general partner
’/:Name K\I.)£Ei“ L‘ VEHHUEQH

Title. Van? marii”
D-(NOV‘ 2008) A&R RP Capital Encrgy Eutlm' Fund IE. L.P..DOC‘

OF
BP CAPITAL ENERGY EQUITY FUND II, ll, L.P.
(a
(a Delaware Limited Partnership)
Partnership)
EXHIBIT A
1.
1. Name of
of Partnership:
Partnership: BP Capital
Capital Energy
Energy Equity
Equity Fund 11,
II, L.P.
L.P.
2.
Ix)
Address,
Address, Telephone and Facsimile
Facsimile
Number of0f Principal
Principal Office:
Office: 260 Preston
811 7 Preston
8] 17 Preston Road
Dallas,
Dallas, Texas 75225
Telephone:
Telephone: (214)
(2] 4) 265-4165
265—4] 65
Facsimile:
Facsimile: (214)
(21 4) 750-9773
750—9773
3.
L1)
Registered
Registered Agent and
and Office:
Office: The Corporation
Corporation Trust
Trust Company
Corporation
Corporation Trust
Trust Center
Center
1209
1209 Orange Street
Street
Wilmington,
Wilmington, Delaware
4.
4. Specific
Specific Class or Group
Class or
of Pa1iners:
of Partners: None
5.
5. Events
Events Requiring
Requiring Dissolution
Dissolution
and
and Winding Up:
Up: As provided
provided inin written
written limited
limited partnership
partnership
agreement (the “Partnership Agreement")
(the "Partnership Agreement”)
D-(Nov. 2008i A&R BP Capital

D—(NOVX 2008) Capllal Energv
Encrgy Equity
Equily Fund
Fund IL
H. L.P .. DOC
I.,P,.DO(‘
A-l
‘
i
A—J

flqusfl‘ 3.
K
./:
/=§//
Jun ,
h‘
2006 M
w
BP Capita
Capitall Energy Equity Fund 11
Energy Equity IL LP.
L.P.
260
260 Preston
Preston Comm ons West
Commons
881.l l177 Presto n Road
Preston.
Dallas, Texas
Dalias, Texas 75225
75225
Re:
Re: Subscr iption Agreem
Subscription Agreement ent (the
(the "Subsc ription Agree ment") dated
”Subscription Agreement") dated May
May I, 1, 2006,
2006..
duly execut
duly executeded byby Floyd
Floyd Partne
Farmersrs L.P.
L.P. (the
(the "fnves tor") and
“Investor“? and SPBP Capita
Capitall Energy
Energy
Equity
Equity Fund
Fund II,
II, L.P., a Ddaw
L.P.. a are limited
Delaware limited partne rship (the
(the "Pllftn
partnership ersb1p")
“Partnershxp‘?
Ladies
Ladies and
and Gentlemen:
Gentlemen:
This letter
Thls letter is being execut
is being executeded by
by the
the Investo and the
Investorr and the Partne rship in
Partrwrslnp in connec tion with
connection the Invest
with the or's
Investor’s
additio nal subscr
additional iption effecti
subscription ve as
effective as of the date
of the date hereof
hercof for
for lnt.,res ts in
lntemests in the
the l'artne rship (the
Partnership “New
(the "'New
Subscr iption"). Each
Subscfiption”). Each capital ized term
capitalized term used and not
not mhem’ise
otherwise define
used and definedd herein
herein shall have the
shall have thP.
meani
meaningng ascribe
ascnbedd Ix.• •uo.h
such term
1x. in th~
term in tho Subicr iption Agreem
Subscription ent..
Agreement. ,
Subjec
Subjectt to
to the
the tenns
terms and
and conditions hereof
conditions hereof and
and of
of the
the Subscription Agre~ment,
Subscription Agreement, Jn connection
:‘nconnec
tion with
with
the
the New Subscr iption, the
the bwest hereby irr~v()
or hereby cably 8Ubscr
Subscription, Investor ib~s for
[or additio nal lntere$
s. 17'11 rw< II
irrevgcably subscribes ts in
in the
P~rtne. r.ship for
additional Interests thc
Partnership for a total purchase µrice
tonal purcham price of S. ??’V/
?W: // The fnvest or
Investor hereby
hereby tenders with
tenders with
this
this New Subsc nption aa check
SubscnptiOn check payabl e to
to the
thc ordet
ordcf of"tlP
of “BF C.amta
Capitall F11erg
payable y Equity
or
0r wire
wire trari$fC
mmsfcr, m the
T, in the amoun
amOuntt ofS 'f'f0
I¥77 9'17<
/
??7: // '
//
Energy Equity Fund I],D, L.P.,”
L.P.,"
The Jnvest
Investor or and the the Partne rship her~by
Partnership hereby acknow ledge an.d
and agree
acknowledge agree that the t~nns
that the and conditions
tmns and conditions
co.ntained in
contained in the
the Subscr iptton Agreem
Subscription Agreementent shall be incorp ()rated herein
511a!) be incorporated herein for
fox all
all purp()S
purposases of
of this
this New
Subscr iption. bl
Subscription. addition, the
In addition, the Investo
Investorr hereby
hei·eby acknow ledges and
and agrees
aoknowfedges agrees that
that the
the represe ntations
representations
and
and warran ties of
warranties of the
the Investo
Investor r contain ed in
contained the Subs~r
in the iption Agree
Subscription ment and
Agreement in the
and in. the Confid ential
Confidcntial
Invest or QuestiO
Investor !l..'laire are
Questionnaire tn.ie and
are true and correc
Correctt as
as of the d41te
date hermf and that
ofthe hcreozfand that the
the Investo
Investorr shall
shall notify
notify
the
the Galf.ra
General! Partne
Farmerr irn.med iately in
immediately wiring .if any
in writing any of such rcpre:s~tations or
.if such representations or warran ties is
warranties is or
or ever
evcr
is
:5 about
abaut toto becom
become e or
or ever
ever becom
becomea es untrue
untrue or
or incorre ct in
in any
incorrect any respec t.
respect.
*W‘kfilfl
-·

EXHIBIT A-19

OF
II, L.P.
(A
(A Cayman Islands
Partnership)
THE LIMITED PARTNERSHIP INTERESTS (THE "INTERESTS") CAP ITAL ENERGY

“INTERESTS”) OF BP CAPITAL
EQUITY FUND MASTER IL II. L.P.
L.P. “PARTNERSHIP”) HAVE NOT BEEN REGISTERED
(THE "PARTNERSHIP")
UNDER THE U.S.
U.S, SECURITIES ACT OF 1933,1933, AS AMENDED (THE "ACT"),
“ACT”), THE SECURITIES
LAWS OF THE CAYMAN ISLANDS, OR ANY OTHER OTI-ER FOREIGN, ANY ST ATE OR ANY OTHER
STATE
APPLICABLE SECURITIES LAWS IN RELIANCE UPON EXEMPTIONS FROM THE
REGISTRATION REQUIREMENTS OF THE ACT AND SUCH LAWS. SUCH INTERESTS MUST
REGISTRATION
BE ACQUIRED FOR INVESTMENT ONLY AND MAY NOT BE OFFERED FOR SALE, PLEDGED,
HYPOTHECATED, SOLD, ASSIGNED OR TRANSFERRED AT ANY TIME EXCEPT IN IN
COMPLIANCE WITH (i)(i) THE ACT, ANY APPLICABLE STATE SECURITIES LAWS AND ANY
OTHER APPLICABLE SECURITIES LAWS INCLUDING ANY CAYMAN ISLANDS OR OTHER
FOREIGN SECURITIES LA ws~ AND (ii)
LAWS; (ii) THE TERMS AND CONDITIONS OF THlS THIS AMENDED
AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP. THE INTERESTS MAY NOT BE
TRANSFERRED OF RECORD EXCEPT IN COMPLIANCE WITH SUCH LAWS AND THIS
AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP. THEREFORE,
THEREFORE.
PURCHASERS OF SUCH INTERESTS WILL BE REQUIRED TO BEAR THE RISK OF THEIR
INVESTMENT FOR AN INDEFINITE PERIOD OF TIME.
D—{Nm 2008) A&R LI’A

D-(Nov 2008) LPA BP
BI) Capital Energy Equity
Capital! bnergy L'quy Fund
I‘und Master
Master 11,
U. L.P .. DOC
L.PHDOC

OF
BP CAPITAL ENERGY EQUITY FUND MASTER II,
II, L.P.
L.P.
(A
(A Cayman Islands
Partnership)
TABLE OF CONTENTS
flgé
ARTICLE 1 1 ............................................................................................................... 1
CONTINUATION ............................................................................................................... 1
1.1.
1.]. Continuation
Continuation ........................................................................................................................
........... .11
1.2.
1.2. Name ...... : ............................................................................................................................
............................................................................................................................ 2
...... ; 2
1.3.
1.3. Certificates
Certificates and Other Filings ............................................................................................. 2
Filings ............................................................................................. 2
1.4.
1.4. Offices
Offices and Agent ................................................................................................................
....................... .......................................... 2
2
1.5.
1.5. ................................. ...................................... 2
Term .................................................................................................................................... 2
1.6.
1.6. Purposes
Purposes .............................................................................................................................. 2
...,2
1.7.
1.7. Limits .................................................................................................................................. 2
Limits .................................................................................................................................. 2
1.8.
1.8. Organizational
Organizational Costs ........................................................................................................... 2
Costs ........................................................................................................... 2
ARTICLE 2
2 .................................................................................................................... 2
DEFINITIONS .................................................................................................................... 2
2.1.
’7
I . Definitions
Definitions ...........................................................................................................................
.......... 2
2.2.
2.2. Other Definitions ................................................................................................................. 7
Definitions ................................................................................................................. 7
ARTICLE 33 ............................................................................................................ 8
CAPITALIZATION ............................................................................................................ 8
3.1.
3.1. Capital
Contributions ..........................................................................................................
.......................................................................................................... 88
3.3.
3.3. Capital
Capital Accounts and Tax Accounts ...................................................................................
................................................................................... 8
8
3.3.
3.3. Separate
Separate Accounts ...............................................................................................................
............................................................................................................... 99
ARTICLE4
ARTICLE 4 ALLOCATIONS AND DISTRIBUTIONS ........................................................................
........................................................................ 9
4.1.
4.1. Allocations
Allocations ..........................................................................................................................
.......................................................................................................................... 99
4.2.
4.2. Changes of Interest ............................................................................................................ 10
Interest ............................................................................................................ 10
4.3.
4.3. Determination of 0f Net Asset Value .................................................................................... 10 O
,, 1
4.4.
4.4. Liabilities ........................................................................................................................... 10
Liabilities ........................................................................................................................... 10
4.5.
4.5. Tax Allocatio11s
Allocations .................................................................................................................
................................................................................................................ 10
10
4.6.
4.6. Determinations by by Managing General Partner Partner... .................................................................. 12
12
4.7.
4.7. Limitation
Limitation on 0n Distributions
Distributions ............................................................................................... 12 12
......
4.8.
4.8. Distributions
Distributions ......................................................................................................................
........................ 12
12
..
4.9.
4.9. Withholding .......................................................................................................................
....................................................................................................................... 12
12
ARTICLE 5
5 LIMITED PARTNERS .....................................................................................................
..................................................................................................... 13
13
5.1.
5.1. General ..............................................................................................................................
General .............................................................................................................................. 13
13
5.2.
5.2. Lin1itation
Limitation on 011 Liability
Liability ......................................................................................................
...................................................................................................... 13
13
5.3.
5.3. Outside
Outside Activities
Activities ..............................................................................................................
.............................................................................................................. 13
13
5.4.
5.4. Admission of New Partners
ofNew ............................................................................................... 13
Partners ............................................................................................... 13
5.5.
5.5. Withdrawal,
Withdrawal, Death,
Death, Other
Other .................................................................................................
................................................................................................. 13
13
ARTICLE 66 .............................................................................................................. 14
MANAGEMENT .............................................................................................................. 14
6.1.
6. L Rights
Rights ................................................................................................................................
..................... 14
14
,.
6.2.
6.2. Standard
Standard of Care .................................................................................................................15
..... 1
D-(Nov 2008)
2008‘) A&R LPA BP Capital
(Iapllal Energy
Energy Equity
Equity Fund
I‘und Master
Master IL L.P .. DOC
L.P..DOC ll.

6.3.
6.3. Agree1nents
Agreements withwith Affiliates ............................................................................................... 15
Affiliates ............................................................................................... 15
6.4.
6‘4. Limitation
Limitation on Liability ...................................................................................................... 15
Liability ...................................................................................................... 15
6.5.
6.5. Indemnification
Indemnification .................................................................................................................
.................................... 16
16
,.
6.6.
6.6. Genera] Partners
General Partners as as Limited PartnersPartners... ................................................................................
........... 17
..17
6.7.
6.7. Other Activities
Activities .................................................................................................................
............................................ 177
.. 1
6.8.
6.8. Approval and Meetings .....................................................................................................
..................................................................................................... 18
18
6.9.
6.9. Reserves ............................................................................................................................
............................................................................................................................ 18
18
6.10.
6.10. Soft
Soft Dollar ................................................................................................. 19
Dollar Arrangements ................................................................................................. I9
ARTICLE 77 ......................................................................................... 19
ACCOUNTS AND REPORTS ......................................................................................... 19
7.1.
7.]. Books and Records ............................................................................................................
..................... 19
19..
7.2.
7.2. Periodic
Periodic and Annual Reports ............................................................................................
..... 19
19..
7.3.
7.3. Determination of
0f Taxable ltems Items......................................................................................... 19
...]9
7.4.
7.4. Tax Returns
Returns and Informatio11 ............................................................................................ 19
Information ............................................................................................ 19
7.5.
7.5. Tax Matters
Matters Partner
Partner ...........................................................................................................
........................................................................................................... 20
7.6.
7.6. Bank Accounts ..................................................................................................................
.......... 20
,..20
7.7.
7.7. Partnership
Partnership Registrar
Registrar .........................................................................................................
.................. . 20
...20
ARTICLE 88 TRANSFERS AND WITHDRA WITHDRAWALS WALS ............................................................................

............................................................................ 20
8.1.
8.1. General
General Partners
Partners ................................................................................................................
................................ 20
...20
8.2.
8.2. Lin1ited
Limited Partners
Partners ................................................................................................................
..... 21
...2]
8.3.
8.3. Legend ...............................................................................................................................
............................................................................................................................... 21
21
8.4.
8.4. Basis
Basis Adjustment ..............................................................................................................
.............................................................................................................. 21
21
8.5.
8.5. Permitted
Permitted Withdrawals ......................................................................................................
..... 21
...21
8.6.
8.6. Required Withdrawals .......................................................................................................
............. 22
...22
8.7.
8.7. Effective
Effective Date of of Withdrawal ...........................................................................................
. 22
...22
8.8.
8.8. Lin1itations
Limitations on 011 Withdrawal ...............................................................................................
............................................................................................... 22
ARTICLE 99 DISSOLUTION .................................................................................................................

................................................................................................................. 22
9.1.
9.1. Causes ................................................................................................................................
................................................................................................................................ 22
9.2.
9.2. Reconstitution
Reconstitution ...................................................................................................................
................................................................................................................... 23
9.3.
9.3. Interim
Interim Manager ........................................................................... ~ .................................... 23
............................................................................................................... 23
ARTICLE 10
10 WINDING UP AND TERMINATION .............................................................................
............................................................................. 23
23
10.1.
10.1. General ..............................................................................................................................
.............................................................................................................................. 23
10.2.
10.2. Court Appointment of 0f Liquidator .....................................................................................
..................................................................................... 24
10.3.
10.3. Liquidation
Liquidation ........................................................................................................................
.................................... 24
...24
10.4.
10.4. Creation
Creation of
0f Reserves ......................................................................................................... ...... 24
10.5.
10.5A Final
Final Audit ........................................................................................................................
........................................................................................................................ 24
ARTICLE 11 1 1 MANAGEMENT FEE ......................................................................................................

...................................................................................................... 25
ARTICLE 12
12 MISCELLANEOUS ..........................................................................................................
.......................................................................................................... 25
12.1.
12.1. Notices ...............................................................................................................................
Notices ............................................................................................................................... 25
25
12.2.
12.2. Interpretation
Interpretation ..................................................................................................................... 26
12.3.
12.3. Terms .................................................................................................................................
................................................................................................................................. 26
12.4.
12.4. References
References .........................................................................................................................
......................................................................................................................... 26
12.5.
12.5. Severability
Severability ........................................................................................................................
................................................................................ 26
12.6.
12.6. No
N0 Third-Party Beneficiary ...............................................................................................
Third-Party Beneficiary ....................................................... 26
12.7.
12.7. Absolute and Sole Sole Discretion
Discretion............................................................................................. 26
...26
12.8.
12.8. Binding Effect
Effect ...................................................................................................................
................................................................................................................... 26
D-(Nov
D—(Nm 2008) A&R LPA RP
BP Capital
Caplla] Energy
Energy Equity Master IL
Equn} Fund Master I]. L.P .. DOC
L.P..DOC ii

12.9.
12.9. Con1plete
Complete Agreement. ........................................................................................................ 26
Agreement .........................................................................................................
12.10.
12.10. Additional
Additional Documents and Acts .......................................................................................
....................................................................................... 26
12.11.
12.1 1, Counterparts
Counterparts ......................................................................................................................
............................... 27
12.12.
12.12. Reliance on Authority
Authority ....................................................................................................... 27
..27
12.13.
12.13‘ A1nendment .......................................................................................................................
Amendment ............... 27
..27
12.14.
12.14, Title
Title to Property ................................................................................................................
t0 Property ................................................................................................................ 27
12.15.
12.15. Other Business
Business ..................................................................................................................
.................................................................................................................. 27
12.16.
12.16. Partition Rights .................................................................................................................. 27
Partition Rights..,.
12.17.
12.17. Representations
Representations .................................................................................................................
...... 27
12.18.
12.18. Power of Attorney ...............................................................................................................28
0f Attorney .. 28
12.19.
12.19. Confidentiality
Confidentiality ...................................................................................................................
................................................................................................................... 28
Attachment:
Attachment: Exhibit
Exhibit A
0-(Nov 2008) A&R LPA BP Capital

D-(Nw 2008) Capital Energy
Energy Equity
Equity Fund Master
Master IL
II. L.P .. DOC
LPHDOC ii:

OF
BP CAPITAL ENERGY EQUITY FUND MASTER II,
II, L.P.
L.P.
(A
(A Cayman Islands
Partnership)
THIS AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP (the (the

"Agreement")
“Agrecment”) is is made asas of
of the 12th day of November,
the 12th day November. 2008,
2008, by
by and among BP Capital
Capital Management,
L.P.,
L.P., a
a Delaware limited partnership, as
limited partnership, as the
the managing general
general partner (a "General
partner (a “General Partner" designated
designated as
as
the "Managing
the “Managing General
General Partner"),
Partner”), BP Capital
Capital International
International Management, Inc., Inc., a
a Cayman Islands
Islands
company incorporated
incorporated with
with limited
limited liability,
liability, as
as aa general
general partner (a "General
partner (a “General Partner"),
Partner"), and
and those
those
individuals
individuals or or entities admitted as
entities admitted as the
the limited
limited partners
partners (individually,
(individually, a a "Limited
“Limited Partner,"
Partner,” and
and
collectively,
collectively, along
along with
with any
any additional
additional limited
limited partners, the "Limited
partners, the “Limited Partners"),
Partners”), who together
together hereby
hereby
continue
continue an
an exempted limited
limited partnership (the "Partnership")
partnership (the “Partnership”? under the the Act.
Act. (The
(The General Partners
Partners and
and
the
the Limited
Limited Partners
Partners are
are herein
herein collectively
collectively called the "Partners.")
called the “Partners.”)
WITNESSETH:

Partnership was formed on 0n October 5,
5, 2004,
2004, under the
the Act (as
(as herein
herein defined),
defined),
and
and this
this Agreement shall replace in
shall replace in its
its entirety
entirety the
the Amended andand Restated
Restated Agreement of of Limited
Limited
Partnership of the
Partnership the Partnership
Partnership dated
dated January
January l,
1: 2007,
2007, as (the "Prior
as amended (the “Prior Agreement");
Agreement”);

Partnership has
has been formed for
for the
the purpose of engaging in
in the
the trading
trading of
of
Securities
Securities (as
(as hereinafter
hereinafter defined);
defined);
WHEREAS, the the Partners

Partners desire
desire to
to enter
enter into
into this
this written
written agreement to
t0 define
define their
their respective
respective
rights
liabilities and
and to
t0 amend and restate their Prior
restate their Prior Agreement regarding
regarding owning and dealing
dealing with
with
the assets of
the assets 0f the
the Partnership.
Partnership.
AGREEMENT:
NOW, THEREFORE, to to amend and restate

restate the
the entire
entire Prior
Prior Agreement of thethe Partners
Partners with
with
respect
respect to
to their rights and
their rights obligations as
and obligations as Partners
Partners and with
with respect
respect to
t0 the
the Partnership
Partnership and its
its affairs,
affairs“ and
and
in consideration of
in consideration of these
these premises,
premises, it
it is
is hereby
hereby agreed
agreed as
as follows:
follows:
ARTICLE 11
CONTINUATION
l1.].
.1. Continuation.
Continuation. The Partners
Partners hereby
hereby continue
continue the
the Partnership
pursuant to
to the
the Act.
Act. The
General Partner
Managing General Partner hereby
hereby admits
admits the
the Limited
Limited Partners
Partners who are are a party
party to
to this
this Agreement,
Agreement, and
and the
the
Partners
Partners hereby
hereby amend andand restate the Prior
restate the Prior Agreement in in its
its entirety
entirety on the
the terms
terms of
0f this
this Agreement.
Agreement.
Except
Except asas otherwise provided in
otherwise provided in this
this Agreement, the
the rights
liabilities of
of the
the Partners
Partners are
are governed
governed by
by
the
the Act.
Act.
D-(Nov 2008)
2008) A&R LPA
[.PA BP Capital e
rgy Equity
(‘apllal Energy hmd Master
tquih Fund Maslcl‘ 11.
IL LP .. DOC
IA I’,.D(J(

1.2.
1.2. Name. The name of of the
the Partnership
Partnership is “BP Capital
is "BP Capital Energy
Energy Equity Master It
Equity Fund Master LP."
ll. L.P.”
The Managing General

General Partner
Partner is
is authorized
authorized to
t0 make anyany variations
variations in
in the
the Partnership's
Paflnership’s name that
that the
the
General Partner
Managing General Partner may deem necessary or advisable.
necessary or advisable.
1.3.
1.3. Certificates
Certificates and and Other
Other Filings.
Filings, If
lf requested
requested by by the
the Managing General Partner,Partner. the
the
Limited Partners
Limited Partners shall immediately execute
shall immediately execute all
all certificates
certificates and other documents consistent
and other consistent with
with the
the terms
terms
of this
of this Agreement necessary
necessary for
for the
General Partner
Partner to accomplish all
to accomplish all filing, recording,
filing. recording.
publishing and
publishing and other
other acts
acts as
as may bebe appropriate to comply with
appropriate t0 with all
all requirements
requirements for
for (i)
(i) the
the formation
formation and
operation of
operation 0f anan exempted limited partnership under the laws
limited partnership under the laws 0f the of the Cayman Islands,
Islands_ and (ii) if the
(ii) if the
General Partner
Managing General Partner deems it advisable, the
it advisable, the operation
operation of of the
the Partnership
Pannership asas aa limited partnership,
or partnership in
or partnership in which
which thethe Limited
Limited Partners have limited
Partners have limited liability, in all
liability, in all jurisdictions
jurisdictions where the the
Partnership proposes t0 to operate.
operate.
1.4.
1.4. Offices and
Offices and Agent.
Agent. The
The principal
principal office
office and registered office of the
registered office the Partnership
Partnership shall
shall be
be
located at
located at the addresses set
the addresses set forth
forth on Exhibit A,
on Exhibit or at
A, or at other
other places
places selected
selected by
by the
General
Partner after sending
Partner after sending notice of that
notice of that change
change to
to the Limited Partners.
1.5.
1.5. Term. The Partnership
Tim; Partnership was formed as as an exempted
exempted limited partnership under the
limited partnership the laws
laws of
of
the
the Cayman Islands on the
Islands 011 the date that the
date that the Partnership
Partnership was registered
registered with
with the
the Registrar
Registrar of Exempted
Limited Partnerships and,
Limited Partnerships and, unless earlier dissolved
unless earlier dissolved under thethe Act and terminated
terminated pursuant
pursuant to this
to this
Agreement, shall continue perpetually.

shall continue perpetually.
1.6.
1.6. Purposes.
Pumoses. The Partnership
Partnership is organized primarily
is organized primarily for
for the
the purpose
purpose of investing
investing in
in the
the
Securities of companies
Securities of companies engaged in the energy,
in the energy, natural
natural resources
resources and
and energy-dependent
energy-dependent industries and to
industries and to
conduct
conduct all activities listed
all activities in Section
listed in Section 6.1 (b ),
6.1gbz, and any
any other
other activities
activities incidental
incidental thereto.
thereto.
1. 7.
1.7. Limits.
Limits. The relationship. between and
relationship between and among the
the Partners
Partners is
is limited
limited to carrying on
to carrying the
on the
business of
business the Partnership,
of the as aa limited
Partnership, as partnership, as
limited partnership, as described
described in
in and in
in accordance with
with this
this
Agreement. This
This Agreement
Agreement does
does not
not create
create aa general partnership between the
general partnership the parties
parties or
or authorize
authorize any
any
party to
party act as
t0 act as general agent for
general agent for any other party.
any other party.
1.8.
1.8. Organizational Costs. The Genera]
Organizational Costs. General Partner
Partner shall pay all
shall pay all legal,
legal, accounting,
accounting, printing,
printing,
travel, U.S. "blue
travel, U.S. “blue sky"
sky” filing
filing fees,
fees, Cayman Islands
Islands filing fees including
filing fees including registration
registration under the Mutual
under the
Funds Law of the Cayman Islands,
of the and other
Islands, and organizational costs
other organizational costs incurred
incurred in connection with
in connection with the
the
formation and
and capitalization
capitalization of
of the
the Partnership
Partnership and Feeder Funds.
Funds.
ARTICLE2
ARTICLE 2
DEFINITIONS
2.1.
2‘1. Definitions.
Definitions. In
In this
this Agreement, the following
Agreement, the terms, unless
following terms, unless the
the context otherwise
context otherwise
requires,
have the indicated:
"Accountant"
“Accountant" means the certified public
the certified accountant 0r
public accountant or firm
firm of certified public
0f certified public
accountants,
accountants, if
if any, selected by
any, selected by the
General Partner,
Partnely to
to perform certain accounting functions
certain accounting functions
on
on behalf of the
behalf of the Partnership.
Partnership.
"Act"
“Act” means the
the Exempted Limited
Limited Partnership
Partnership Law (2003 Revision) of
(2003 Revision) 0f the
the Cayman
Islands, as amended‘
Islands. as amended, modified or re—enacted
modified 0r re-enacted from time
time to
to time.
time.
2008) A&R LPA BP

F’
D-(Nov
D-(\m 2008) Capital Energy
BPL’apIml Energy Equity
Equity Hind
Fund Master
II. L,I‘..D()C

"Affiliate'·
“Affiliate" means,
means. with
with respect
respect to
t0 any
any ''first"
“first" Person. (i) any
Person. (i) any Person
Person directly
directly or
0r indirectly
indirectly
controlling,
controlling. controlled
controlled by.
by‘ or
or under
under common control
control with
with the first Person.
the first Person. or (ii) a
0r (ii) a Person directly
directly or
or
indirectly
indirectly owning.
owning. controlling.
controlling. oror having
having a a beneficial interest in
beneficial interest in fifty
fifty percent
percent (50%)
(50%) oror more of 0f the
the
outstanding
outstanding voting
voting securities
securities or interests of
0r interests 0f the
the first
first Person.
Person. As used
used in
in this
this definition
definition of Affiliate,
Affiliate. the
the
term ''contror
term “control" means the possession, directly
the possession, directly or
or indirectly.
indirectly. of the
the power to
to direct,
direct. or
or cause the
the direction
direction
of, the management and
of, the and policies
policies of
0f aa Person,
Person, whether through
through ownership of voting securitiessecurities oror
partnership
partnership interests,
interests. by
by contract,
contracL or0r otherwise.
otherwise.
"Aggregate
“Aggregate Capital
Capital Contributions"
Contributions" means,
means, with
with respect
respect to
to any
any Partner
Partner during any
any Fiscal
Fiscal
Period
Period or.
or on
0n any
any date,
date, the
the sum of
of all
all Capital
Contributions during
during that
that period
period or
or on
0n or
0r by
by that
that date,
date,
respectively.
respectively.
"Aggregate Distributions" means,

“Aggregate Distributions” means, with
with respect
respect to
to any
any Partner
Partner during
during any
any Fiscal
Fiscal Period
Period
or
0r on any
any date,
date, the
the sum of
0f all
all Distributions
Distributions during
during that
that period
period or
or on or
or by
by that
that date,
date, respectively.
respectively.
"Agreement''
“Agreement" means this
Restated Agreement of Limited Partnership,
Partnership, as
as
amended and supplemented from
supplemented from time
time to
t0 time.
time.
"Approval
“Approval of the Limited
()fthe Limited Partners"
Partners" oror "Approved
“Approved by by the
the Limited Partners" means the the
affinnative approval of
affirmative approval of the
the Limited
Limited Partners
Partners then
then entitled
entitled to
to vote
vote (including,
(including, unless
unless otherwise
otherwise stated,
stated, the
the
General Partners and their Affiliates, to the extent
General Partners and their Affiliates. to the extent they they hold
hold Limited
Limited Partner
Partner Interests),
Interests), who
Who hold
hold Limited
Limited
Partner
Partner Interests
Interests that
that have more than
than fifty
fifty percent
percent (50%)
(50%) of0f the
the Capital
Capital Accounts of allall Limited Partner
Partner
Interests
Interests then
then entitled
entitled to
t0 vote.
vote.
"Approval
“Approval of0f the
the Partners" or "Approved
Partners” or “Approved by by the
the Partners"
Partners” means the
the (i)
(i) Approval of
of
the
the Limited
Limited Partners
Partners and
and (ii)
(ii) the
the affirmative
affirmative approval
approval of all
all the
the General Partners.
Partners.
"Assignee" has the

“Assignee” has the meaning specified
specified in
in Section
Section 8.2(a).
8.21m.
"Beginning
“Beginning Value" means,
means, with
with respect
respect to
to any
any Fiscal
Fiscal Period,
Period, the
the Net Asset Value at
at the
the
beginning of
beginning of that
that Fiscal
Fiscal Period
Period prior
prior to reduction due to
to reduction t0 the
the Management Fee and Partnership
Partnership Expenses
Expenses
for
for that Fiscal Period,
that Fiscal Period? determined
determined as
as provided
provided herein.
herein.
"Bankruptcy"
“Bankruptcy” means,
means, for
for any
any Partner,
Partner, that
that Partner's
Partner’s taking
taking or
or acquiescing
acquiescing in in the
the taking
taking
of
0f an
an action
action seeking
seeking relief
relief under,
under, or
or advantage
advantage of,of, any
any applicable
applicable debtor
debtor relief,
relief, liquidation,
liquidation, receivership,
receivership,
conservatorship,
conservatorship, bankruptcy,
bankruptcy, moratorium,
moratorium, rearrangement,
rearrangement, insolvency,
insolvency, reorganization,
reorganization, or or similar
similar lawlaw
affecting
affecting the
the rights
rights or remedies of
or remedies of creditors
creditors generally,
generally, as
as in
in effect
effect from time
time to
to time (the
(the term
term
''acquiescing"
“acquiescing” including,
including, without
without limitation,
limitation, the
the failure
failure to
t0 file,
file. within
within ten
ten (10)
(10) days
days after
after its
its entry,
entry, aa
petition, answer,
petition, answer, oror motion
motion to
t0 vacate
vacate or
or to
to discharge
discharge anan order,
order, judgment,
judgment, or or decree
decree providing
providing forfor any
any such
such
relief).
relief).
"Business
“Business Day" means any
any day
day on
on which the
the Federal
Federal Reserve Bank of New York is
is open
open
for
for business.
business.
"Capital Account" has

“Capital Account” has the
specified in
in Section
Section 3 .2(a).
3.2g a).
"Capital
“Capital Contribution"
Contribution" means,
means, with
with respect
respect to
to any
any Partner
Partner on
on any
any date,
dateA the
the sum of (i) the
of (i) the
amount of0f money and
and (ii),
(ii), except
except as
as set
set forth
forth in
in Section
Section 3. l(a), the
3.11m. the fair
fair market value
value of
0f property,
property. net
net of
of
any
any liabilities
liabilities assumed or
0r taken
taken subject
subject to
to by
by the
the Partnership,
Partnership. that
that has
has been contributed
contributed to
to the
the Partnership
Partnership
by that
by that Partner
Partner on or
or by
by that
that date.
date.
D-(Nov 2008 l A&R LPA BP

D—(Nm 2008) Capital Energy
BPC,ap1tal Energy Equity
Equity Fund Master
Maslcr IL
IL L. P.. DOC
L.P..DOC

EXHIBIT A-9

""General Partner Expenses"
“General Partner Expenses” means the the costs,
costs~ expenses,
expenses. oror charges
charges incurred
incurred by by any
any
General
General Partner
Partner on
on behalf
behalf of
of the
the Partnership
Partnership inin conducting
conducting itsits business,
business. including
limitation,
salaries
salaries and
and wages,
wages. advertising
advertising and
and marketing
marketing expenses.
expenses. utility
utility costs,
costs. office
Office space,
space‘ facilities,
facilities. supplies,
supplies,
and all
all other
other expenses
expenses incurred
incurred in the day-to-day
in the da_v—to—day operation
operation of
0f a
a business
business similar
similar to
t0 the
the business
business of
0f the
the
Partnership,
Partnership. including
including any
any fees paid to
fees paid to sub-advisors that may be retained
sub-advisors that retained by
by the
Partner
Partner and organizational
costs but
but excluding
excluding Partnership
Partnership Expenses.
Expenses.
"lndemn~fied
“Indemnified Parties''
Parties" has
has the
specified in
in Section
Section 6.S(a).
6.51 at.
"Limited
“Limited Partner" means any any Person who (i) (i) has
has become a limited
limited partner
partner oror an
an
additional
additional or
or substituted
substituted limited
limited partner
partner of
of the
the Partnership
pursuant tot0 this
this Agreement; and (ii)
(ii) has
has not
not
ceased to be
ceased to be a
a limited partner of
limited partner the Partnership
0fthe Partnership pursuant
pursuant to
to this
this Agreement. The Special
Special Limited
Limited Partner
Partner
is a Limited Partner
is a pursuant to
Partner pursuant t0 this
this Agreement.
"Limited Partner Interests"

“Limited Partner Interests" means,
means, with
with respect
respect to
to each
each Limited Partner,
Partner, the
the Partnership
Partnership
Interest
Interest held by that
held by Limited
that Limited Partner
Partner as a
as a Limited
Limited Partner.
Partner.
"Liquidator"
“Liquidator" has
has the
specified in
in Section
Section 10.1 (a).
10.1(a).
"Management Fee" has

“Management Fee” has the
specified in
in Article
Article 11.
1. 1
"Managing
“Managing General Partner" means any
General Partner” any Person
Person who (i)
(i) is
is named asas such
such in
in the
the opening
opening
recital of
recital 0f this
this Agreement,
Agreement, or
or has
has become the
the or
or a
a managing general
general partner
partner ofof the
the Partnership
pursuant to
t0
this Agreement; and (ii)
this (ii) has
has not
not ceased
ceased to
to be a
be a managing general partner of the Partnership pursuant to
general partner of the Partnership pursuant t0
this Agreement.
this
"Net
“Net Asset
Asset Value"
Value” means,
means, on anyany date,
date, the
the excess
excess of
0f (i)
(i) the
the sum of
0f the
the value
value of
of all
all of
0f the
the
assets of the Partnership
assets of the Partnership as as of
of the date
the date 0fof determination,
determination, as
as determined
detemfined in
in accordance with
with Section
Section 4.3,
4.3,
over
over (ii)
(ii) the
the sum of
of all
all of
0f the
the liabilities
liabilities of
of the
the Partnership
Partnership as
as of
0f the
the date
date of determination.
determination.
"Net
“Net Profits" or "Net
Profits” 0r “Net Losses"
Losses” means,
means: with respect
respect to
t0 any
any Fiscal
Fiscal Period,
Period, the
the amount byby
which the
the sum of the
of the Ending Value plus
plus Aggregate Distributions
Distributions to
to all
all Partners
Partners during
during that
that period
period is
is
greater
greater or
or less than, respectively,
less than, respectively, the
the sum of the
the Beginning Value plus
plus Aggregate Capital
Contributions
by all
by all Partners
Partners during
during that period.
that period.
"Partners"
“Partners” means,
means, collectively,
collectively, the
the General Partners
Partners and the
Farmers.
"Partnership"
“Partnership” means the the partnership
partnership fmmed
formed pursuant
pursuant to
to this
this Agreement andand the
the
partnership
partnership continuing the business
continuing the business of
0f the
the Partnership
Partnership in
in the
the event
event of dissolution
dissolution as
as herein
herein provided.
provided.
"Partnership
“Partnership Expenses" means: (i) the costs,
(i)the costs, expenses,
expenses. or 0r charges
charges incurred
incurred byby the
the
Partnership,
Partnership, directly
directly or or indirectly,
indirectly, inin connection
connection withwith the
the investment and tradingtrading activities
activities of
0f the
the
Partnership,
Partnership: including without limitation,
including without limitation, brokerage
brokerage commissions, mark-ups,mark-ups; margin interest,
interest, and other
other
transaction
transaction costs
costs t0to brokers;
brokers; (ii)
(ii) accounting,
accounting. auditing,
auditing, appraisal,
appraisal, consulting
consulting and legal
legal fees
fees and expenses,
expenses,
including
including for
for litigation,
litigation, preparation
preparation of of the
the Partnership's
Partnership‘s financial
financial statements
statements and reports,
reports, tax
tax returns
retums and
and
Schedule
Schedule K-1K-I s;s; (iii)
(iii) any
any taxes,
taxes, fees
fees oror other
other governmental chargescharges levied
levied against
against the
the Partnership;
Partnership:
(iv)
(iv) interest
interest on
011 and
and fees
fees and
and expenses
expenses arising
arising out
out of
0f all
all borrowings made by by the
the Partnership;
Partnership: (v)
(v) expenses
expenses
of
0f the
the meetings
meetings of 0f Limited
Limited Partners,
Partners. ifif any; (vi)
any; (vi) the
the costs
costs of any
any litigation
litigation and indemnification
indemnification relating
relating to
to
the affairs of
the affairs 0f the
the Partnership;
Partnership; (vii)
(vii) the
the costs
costs and expenses
expenses of of maintaining
maintaining an an office
office outside
outside the
the
United
United States;
States; and
and (viii)
(viii) any
any other
other expenses
expenses of 0f the
the Partnership
Partnership that
that are
are neither
neither General Partner
Partner Expenses
Expenses:
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D»(N(>\ 2008)
2008) A&R LPA BP Capital Energy
Bl’Capnal Energy Equity
Equity Fund Master
Muster 11.
Il. L.P .. DOC
LVI‘HIXX‘ 3

nor overhead expenses,
expenses“ including.
including. in
in the
the case
case of
of any
any expenses
expenses directly
directly related
related to
to the
the Partnership's
Partnership’s and
and
or more of
one or of the
the Related
Related Funds'
Funds‘ investments.
investments. any
any portion
portion of
of such joint expenses
such joim expenses that
that the
the Managing
General Partner
Partner detennines
determines are
are properly
properly and
and ratably
ratably allocable
allocable to
to the
the Partnership.
Partnership.
"Partnership
“Partnership Interest" means thethe entire
entire ownership interest
interest of
0f a
a Partner
Partner in
in the
the
Partnership
Partnership at
at any
any particular
particular time,
time, including
including the
the rights
rights and
and obligations
obligations of
of the
the Partner
Partner under
under this
this
Agreement and the
the Act.
Act.
"Performance
“Performance Allocation" means. (i)
Allocation'' means, (i) with
with respect
respect to
to any
any Limited
Limited Partner
Partner who was a a
Limited Partner prior to
Partner prior to January
January 1,
1. 2007,
2007, or
or any
any Person
Person who was an an Affiliate
Affiliate of0f that
that Limited
Limited Partner,
Partner, for
for
any Performance Period,
any Period. twenty
twenty percent
percent (20%)
(20%) of thethe excess,
excess, ifif any,
any, of
0f (A)
(A) the
the Cumulative Net Net Profits
Profits
allocated
allocated to
to such
such Limited
Limited Partner,
Partner. determined
determined as as of the
the end of 0f that
that Performance
Performance Period,
Period, over
over (B)
(B) the
the
Performance Allocation
Performance Allocation Threshold for for that
Partner asas of
0f the
the beginning
beginning of 0f that
that Performance
Performance
Period, and (ii)
Period, and (ii) with
with respect
respect to
to any
any other
other Person
Person who becomes a a Limited
Limited Partner
Partner on
0n or
or after
after January
January 1,L,
2007,
2007, for
for any
any Performance Period,
Period, thirty
thirty percent
percent (30%)
(30%) of 0f the
the excess,
excess, if
if any,
any, of
0f (A)
(A) the
the Cumulative
Cumulative Net
Net
Profits
Profits allocated
allocated toto such
Partner, determined as as of the
the end of0f that
that Performance Period,
Period: over
over
(B) the Performance Allocation
(B) the Allocation Threshold
Threshold for for that
that Limited
Limited Partner
Partner asas of the
the beginning
beginning of of that
that
Performance Period.
Period.
"Performance Allocation
Allocation Threshold"
Threshold” means,
means, with
with respect
respect to
to any
any Limited
Limited Partner,
Partner, the
the
highest Cumulative Net Profits
highest Profits amount forfor such
such Limited Partner; provided, however,
Partner; provided, however, should
should that
that Limited
Limited
Partner
Partner make aa withdrawal
withdrawal of capital
capital at
at any
any time,
time: the
the Limited
Limited Partner's
Partnefis Performance Allocation
Allocation
Threshold shall
shall be reduced
reduced to
to reflect
reflect such withdrawal in in proportion
proportion to
to the reduction in
the reduction in its
its Capital
Capital
Account.
Account.
"Pe1:formance
“Performance Period''
Period” means,
means; with
with respect
respect to to each Limited Partner,
each Limited Partner, the
the period
period
commencing as as of the
the date
date ofof admission
admission of of such
such Limited Partner
Partner to
t0 the
the Partnership
Partnership (in(in the
the case
case of that
ofthat
Limited Partner's initial Performance Period)
Partner’s initial Period) and thereafter
thereafter each
each period
period commencing as as of
of the
the dayday
following the
the last day of
last day of the
the preceding
preceding Performance PeriodPeriod with
with respect
respect toto that
that Limited Partner,
Partner, andand
as of
ending as 0f the
the close
close of
0f business
business on the
the first
first to
to occur of the
the following
following after
after the
the relevant
relevant commencement
date:
date: (i) the last
(i) the last day
day of a a Fiscal
Fiscal Year or 0r any
any Fiscal
Fiscal Period
Period asas determined by by the
General
Partner;
Partner; (ii)
(ii) the
the withdrawal
withdrawal by
by that
Partner of its
its entire
entire interest
interest in
in the
the Partnership;
Partnership; (iii)
(iii) the
the
admission as as a substitute Limited Partner
a substitute Partner of a a Person tot0 whom
Whom thethe entire
entire Partnership
Interest of
0f such
such
Limited Partner
Limited Partner has
has been Transferred;
Transferred; oror (iv)
(iv) the
the final
final Distribution
Distribution to to that
that Limited
Limited Partner
Partner following
following thethe
dissolution of
dissolution of the
the Partnership.
Partnership.
"Periodic
“Periodic Subscription Date" means any
Subscription Date” any date
date upon which the the Managing General
General
Partner,
Partner, in
in its
its sole
sole discretion,
discretion, accepts
accepts subscriptions
subscriptions for
for Limited
Limited Partner
Partner Interests.
Interests.
"Person"
“Person” means any any corporation,
corporation, limited
limited liability
liability company,
company, partnership,
partnership, co-tenancy,
co-tenancy,
joint venture,
joint venture, trust,
trust, any
any other
other legal
legal entity,
entity, or
0r natural
natural person
person whether oror not
not a
a party
party to
to this
this Agreement.
Agreement.
"Positive
"Poxitive Basis"
Basis” has
has the
specified in
in Section
Section 4.5(b).
4.5(b1.
"Positive
“Positive Basis
Basis Partner"
Partner” has
has the
Specified in
in Section
Section 4.5(b).
4.51b Q.
"Prime
“Prime Rate"
Rate” means the the rate
rate of
0f interest
interest per
per annum stated
stated from time
time to
to time
time inin
The Wall Street

Street Journal
Journal (or
(or any
any successor
successor publication
publication thereto)
thereto) as
as the
the base
base rate
rate on corporate
corporate loans
loans for
for at
at
least seventy-five
least seventy—five percent (75%)
percent (75" o) of the thirty
Ofthe thirty (30)
(30) largest banks in
largest banks in the
the United
United States.
States.
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"Prior Agreement'' has
“Prior Agreement" has the
specified in
in the
the recitals
recitals of this Agreement.
0fthis Agreement.
"Register"
“Register" has
has the
the meaning specified in Section
specified in 7. 7.
Section 7.7.
"Related Fund" has

“Related Fund the meaning specified
in Section 6.7(a).
Section 6.71 a).
''Securities'"
“Securities" means the the following:
following: (i) securities of
(i)securities any kind
of any (including, without
kind (including, without
limitation, "'securities''
limitation, “securities" asas that term
that term is
is defined
defined in Section 2(a)(l)
in Section 2(a)(1) of of the
the Securities
1933, as as
amended); (ii)
amended); commodities of
(ii) commodities of any
any kind
kind (as
(as that term is
that term is defined
defined by by the
the U.S.
U.S. Securities
Securities Laws and and the rules
the mles
and regulations promulgated thereunder);
regulations promulgated thereunder); (iii)
(iii) any contracts for
any contracts for future
future oror forward delivery of
forward delivery any
of any
security,
security, commodity or or currency;
currency; (iv)any
(iv) any contracts based on
contracts based on any
any securities
securities oror group
group 0f of securities,
securities:
commodities or
commodities currencies; (v)
0r currencies; (v) any
any options
options on 0n any contracts referred
any contracts referred to to in
in clauses
clauses (iii) or (iv);
(iii) 0r (iv); or
or (vi)
(vi) any
any
evidences of
evidences of indebtedness
indebtedness (including participations in
(including participations or assignments
in or assignments of of bank loans
loans 0ror trade
trade credit
credit
claims); which items
claims); items include,
include. but are not
but are not limited to, capital
limited to, capital stock,
stock, common stock, stock, preferred
preferred stock,
stock,
convertible securities,
convertible securities, reorganization certificates, subscriptions,
reorganization certificates, warrants, rights,
subscriptions, warrants. rights, options, puts, calls,
options, puts, calls,
bonds,
bonds, mutual fund interests,
interests. debentures,
debentures, notes, certificates of
notes, cenificates deposit, letters
0f deposit, letters of credit, bankers
of credit, bankers
acceptances, trust
acceptances, trust receipts
receipts and other securities
and other securities ofof any
any corporation
corporation or other entity,
or other entity, whether
whether readily
readily
marketable or or not,
not, rights and options,
rights and options, whether granted
granted or or written
written by by the
the Partnership
Partnership or or by
by others, treasury
others, treasury
bills,
bills, bonds andand notes,
notes, any securities or
any securities or obligations
obligations issued
issued 0r or guaranteed
guaranteed by the United
by the United States
States oror any
any
foreign country
foreign country or any state
or any state 0ror possession
possession of of the
the United
United States
States or 0r any foreign country
any foreign country or or any political
any political
subdivision
subdivision oror agency
agency or or instrumentality
instrumentality of of any of the
any of the foregoing,
foregoing, and derivatives of
and derivatives any of
of any of the
the foregoing.
foregoing.
"Separate Account" has

“SeparateAccount” has the
specified in
in Section 3 .3.
Section 3.3.
"Special Limited Partner”

“Special Limited Partner" means BP Capital SLP, L.P.,
Capital SLP, a Delaware limited
L.P., a limited partnership.
partnership.
"Substitute Limited Partner"

“Substitute Limited has the
Partner” has the meaning specified
specified in Section 8.2(b).
in Section 8.2(b Q.
"Tax Account”
Account" has the meaning specified
in Section
Section 3.2(a).
3.21 a).
"Tax-exempt Limited Partner”

“Tax—exempt Limited Partner" means any Limited Partner
any Limited Partner that
that is exempt from
is exempt income
from income
taxation under Code Section
taxation under Section 501(a).
501(a).
"Treasury
“Treaxury Regulations" means the the Income Tax Regulations,
Regulations, including
including temporary
temporary
regulations,
regulations, promulgated under
under the
the Code, as
Code, as those
those regulations
regulations may be
be amended from time
time to
to time
time
(including
(including corresponding provisions of
corresponding provisions of succeeding
succeeding regulations).
regulations).
"Withdrawaf'
“Witlzdrawaf" has the meaning specified
has the specified in
in Section
Section 8.5(a).
8,5( a).
"Withdrawal Date" has

“Withdrawal Date” has the
specified in
in Section
Section 8.5(a).
8.5g a).
2.2.
2.2. Other Definitions.
Other Definitions. A11
All defined
defined terms
terms used
used in this Agreement that
in this that are
are not
not defined
defined in this
in this
Article 22 have
Article have the
the meanings given
given to
to them elsewhere
them elsewhere in this Agreement
in this Agreement.
'i
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1.1M ISPLamLal Energy Equuy
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ARTICLE33
ARTICLE
CAPITALIZATION
3. l.
3.]. Capital Contributions.
(a)
(a) Initial Capital Contributions
Initial Capital Contributions. The Capital
Contribution byby each
Partner
shall equal at
shall equal at least $1,000,000 (unless
least $1.000,000 (unless the
General Partner.
Partner, in
in its sole discretion.
its sole discretion, agrees
agrees toto aa
lower amount that
lower that nevertheless
nevertheless shall
shall not be less
not be less than
than $50,000).
$50000). The Managing General General Partner,
Partner, in
in
its
its sole
sole discretion,
discretion, may accept
accept non-cash Capital
Contributions. Each Limited Partner's Capital
Partner‘s Capital
Contribution
Contribution shall be payable
shall be payable inin immediately available funds
immediately available funds on or before
0n or before any
any Periodic
Periodic Subscription
Subscription
Date,
Date, asas determined
dete1mined by by the
General Partner.
Partner. All
A1] subscribers
subscribers who have been accepted
accepted byby the
the
Managing General
General Partner
Partner shall
shall be
be deemed admitted
admitted to the Partnership
to the Partnership as Limited Partners
as Limited Partners at
at the time
the time
they are
they are reflected
reflected as
as such
such in
in the
the Register of the Partnership.
Register ofthe Partnership.
(b)
(b) Additional Capital
Additional Capital Contributions.
Contributions. No Partner
N0 Partner isis obligated
obligated to
t0 make further
further
contributions to the
contributions to the capital of the Partnership
capital Ofthe other than
Partnership other than as
as required by this
required by this Section
Section 3. l.
3.1.
3.2.
Capital Accounts Accounts.
(a)
(a) Accounts.
Accounts. The Partnership
Partnership shall establish for
shall establish for each
each Partner a tax
Partner a tax capital
capital account
account
for
for income tax
tax accounting
accounting purposes (the ''Tax Account”),
purposes (the “Tax Account"), and and aa capital account for
capital account partnership
for partnership
accounting
accounting purposes (the "Capital
purposes (the Account''). The initial
“Capital Account"). initial balance
balance ofof the
the Capital
Capital Account and the Tax
and the
Account for each Partner
for each shall be
Partner shall the amount of
be the of the Partner's initial
the Partner"s initial Capital
Capital Contribution. Thereafter, the
Contribution. Thereafter, the
accounts of each
accounts of Partner shall
each Partner be adjusted
shall be adjusted as provided in
as provided in this
this Section
Section 3.2 and Articles
3.2 and Articles 4 and §.
_8.
(b)
(b) Tax Account. At the end 0f
the end of each
each Fiscal
Fiscal Year, the balance
Year, the balance 0fof the
the Tax Account of of
each Partner
each at the
Partner at the beginning of that
beginning of that Fiscal
Fiscal Year shall be:
shall be: (i) increased
(i) increased byby (A)
(A) the
the sum of of any
any additional
additional
Capital
Contributions by by that
that Partner
Partner during
during that
that Fiscal
Fiscal Year,
Year. (B) the sum of
(B) the of the
the Partner's
Partner’s allocable share
allocable share
of Partnership taxable
0f Partnership taxable and tax-exempt
tax-exempt income during that Fiscal
during that Fiscal Year,
Year, and (C) any
(C) any amount credited
credited to
t0
such Partner
such Partner pursuant
to Section 6.9 during that Fiscal
during that Year~ and (ii)
Fiscal Year; (ii) decreased by (A) the
by (A) the sum ofof any
any
cash and
cash and the
the adjusted tax basis
adjusted tax of any
basis of other property
distributed toto the Partner during
the Partner during that
that Fiscal
Fiscal Year,
Year,
(B)
(B) the
the sum of
of the
the Partner's
allocable share
share of
of Partnership
Partnership taxable
taxable losses
losses during
during that
that Fiscal
Fiscal Year,
Year, (C) the
(C) the
sum of of the Partner's allocable
the Partner’s allocable share
share ofof Partnership
Partnership expenditures,
expenditures, that
that are
are not
not deductible
deductible by the
by the
Partnership
Partnership in in computing its its taxable
taxable income and notnot properly
properly chargeable
chargeable to the Partner’s
t0 the Partner's Capital Account
Capital Account
during that
during that Fiscal
Fiscal Year, and (D)
Year, and (D) any
any amount charged
charged against
against such
such Partner
Partner pursuant
pursuant toto Section 6.9 during
Section 6.9 during
that
that Fiscal
Fiscal Year.
Year.
((c)
c) Capital Account.
Capital At the
Account. At of each
the end of each Fiscal
Fiscal Period,
Period, the balance 0f
the balance of the Capital
the Capital
of each
Account 0f Partner at
each Partner at the
the beginning
beginning of that
that Fiscal
Fiscal Period
Period shall
shall be:
be: (i)
(i) increased
increased by
by (A)
(A) the
the sum 0f
of
any additional
any additional Capital
Contributions byby that
that Partner
Partner during that Fiscal
during that Fiscal Period,
Period, (B) the sum of
(B) the 0f the
the
Partner's
Partner’s allocable share of
allocable share of Net Profits
Profits (if any)
(if any) during
during that
that Fiscal
Fiscal Period,
Period, and
and (C) any
(C) any amount credited
credited to
t0
such Partner
Partner pursuant
pursuant to
to Section 6.9 during
Section 6.9 that Fiscal
during that Fiscal Period;
Period; and (ii)(ii) decreased
decreased byby (A) the sum of
(A) the 0f cash
cash
and the
the fair market value
fair market value ofof any other property
distributed tot0 the
the Partner
Partner during that
that Fiscal
Fiscal Period,
Period.
(B) the sum of
(B) the of the
the Partner’s
Partner's allocable
allocable share of Net Losses
share of Losses (if any) during
(if any) during that Fiscal Period,
that Fiscal Period, and (C) any
and (C) any
amount charged
charged against the Partner
against the Partner pursuant to Section
6‘9 during
during that Fiscal Period.
that Fiscal Period. At the the beginning of
beginning 0f
each calendar
calendar month,
month, the
the Capital
Capital Account of of each
each Partner
Partner shall
shall be debited
debited with its its share of the
share of the
Management Fee for such
Fee for such calendar
calendar month as as determined
determined pursuant
pursuant t0 Article 11.
to Article 1.
1
((d)
d) and Assignees.
Timing and Assignees. The Capital Account and
Capital Account and Tax Account 0fof each
each Partner
Partner
shall be determined
shall be determined after
after giving effect to
giving effect to all transactions that
all transactions that have occurred before the
occurred before the determination
determination is
is
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giving rise
made giving to an
rise to an allocation
allocation of
0f income, gains, losses,
income, gains. or deductions,
losses. or deductions. and
and after
afier giving effect t0
giving effect to all
all
prior Distributions.
prior Distributions. A Partner
Partner who acquires
acquires aa Partnership
Partnership Interest.
Interest. or
or whose Partnership
Partnership Interest is
Interest is
increased.
increased. by
by aa transfer
transfer to
to that
that Partner
Partner of all or part
of all or pan of
of the
the Partnership
Interest of
0f another
another Partner shall
Partner shall
have a
a Capital
Capital Account and
and Tax Account that
that includes
includes that
that portion
portion of
0f the
the Capital balance
Capital Account balance
attributable to
attributable the acquired
t0 the acquired or
or transferred
transfened Partnership Interest. If
Partnership Interest. the Partnership
lfthe Partnership makes an election under
an election under
Section 754.
Code Section 754. then
then the
the Partner affected by
Partner affected by a
a special
special basis adjustment pursuant
basis adjustment pursuant to
t0 Code Section
Section 743
743
shall
shall not
not receive Capital Account adjustment
receive Capital adjustment with respect to
with respect to that
that basis adjustment.
basis adjustment.
(e)
(e) Single
Single Capital
Capital Account andand Tax Account. A singlesingle Capital
Capital Account andand Tax
Account shall
shall be maintained
maintained forfor each
each Partner,
Partner. which Capital
Capital Account and Tax Account shall shall reflect
reflect all
all
allocations. Capital
allocations, Contributions. Distributions
Capital Contributions. Distributions oror other
other adjustments
adjustments required
required by
by this
this Section
Section 3 .2
3.2 or
0r
Articles 44 and .8.
Articles § with
with respect to the
respect t0 Partnership Interest
the Partnership Interest owned by
by that
that Partner,
Partner, regardless
regardless of whether
whether that
that
Partner
Partner owns more than than one
one class of interests
class of interests in
in the
the Partnership.
Partnership.
(f)
(f) No Obligations
Obligations to Third Parties.
to Third Parties. No prov1s1on
N0 provision of
0f this
shall be
be
construed to create
construed t0 create an
an obligation of aa Partner
obligation of Partner to
to contribute additional capital
contribute additional capital to
t0 the
the Partnership
Partnership for
for the
the
benefit of any
benefit of third party.
any third party.
(g)
(g) Modification
Modification to
t0 provisions of
Comply. The provisions this Section
ofthis Section 3 .2 and other
3.2 other provisions
provisions
set forth in
set forth in this
relating to the maintenance
to the maintenance of of aa Capital
Capital Account and aa Tax Account are are
intended to
intended to comply withwith Treasury
Treasury Regulations Section 1.
Regulations Section 704-1 (b ), and
1.704-](b), and shall
shall be
be interpreted
interpreted and applied
applied in
in
aa manner consistent
consistent therewith.
therewith. If the Managing General Partner
If the Partner determines that that it
it is necessary or
is necessary or
prudent to
to modify or 01' adjust the manner in
adjust the in which the
the Capital
Capital Account and Tax Account,
Account, oror any
any debits or
debits 0r
credits t0
credits to the
the Capital
Capital Account and and Tax Account,
Account, are
are computed in in order
order to
to comply with the Treasury
the Treasury
Regulations, the Managing General
Regulations, the General Partner
Partner shall
shall make a modification 0r
a modification or adjustment,
adjustment, soso long
long as
as such
such
modification
modification is is not
not likely
likely to
to have aa material
material effect
effect 0n
on the
the amounts distributable
distributable toto any Partner pursuant
any Partner pursuant to
t0
Section 10.3
Section on the
10.3 0n the liquidation
liquidation of the Partnership.
0f the Pannership.
3.3.
3.3. Separate
Separate Accounts.
Accounts. The Managing General Partner Partner and any
any Partner
Partner may agree
agree t0to treat
treat
all or
all or any portion 0f
any portion of that
that Partner's
Partner’s Partnership Interest as
Partnership Interest as aa separate
separate Partnership
Interest (each such
(each such
portion being aa "Separate
portion Account") for
“Separate Account”) for purposes of computing the the Performance Allocation,
Allocation,
Management Fee and and distributions (and accordingly
distributions (and accordingly Capital
Capital Accounts and other items)
and other items) attributable
attributable to t0
each such Separate
Separate Account. In this regard,
In this regard, unless
unless the
General Partner
Partner and a a Limited Partner
Partner
that is
that is a Feeder Fund determine
a Feeder determine otherwise,
otherwise, the Partnership will
the Partnership will maintain
maintain a a Separate
Separate Account thatthat relates
relates
to each
to each separate partner in
separate partner that Feeder
in that Feeder Fund (each,
(each, aa "Feeder Investor") and each
“Feeder Investor”) each separate
separate investment
investment
made by by that Feeder Investor
that Feeder Investor in order to
in order to pass-through
pass-through from the the Feeder Fund to each of
to each of its
its Feeder
Feeder
Investors
Investors thethe allocations,
allocations, Management Fee Fee and distributions associated with
distributions associated with that Feeder Investor's
that Feeder Investor's
indirect
indirect investment in the Partnership
in the Partnership asas if that Feeder
if that Feeder Investor had made aa direct
Investor had direct investment
the
Partnership.
Partnership. Such Separate
Separate Accounts shall
shall be maintained
maintained as as determined necessary
necessary or advisable by
or advisable the
by the
General Partner.
Managing General Partner.
ARTICLE 44
4.1.
4,1. Allocations.
Allocations.
(a)
(a) Subject to
Subject Section 4.1
t0 Section Cb), at
4.1(b), at the
the end of each Fiscal
0f each Fiscal Period,
Period, Net Profits
Profits or
0r Net
Losses. as
Losses. the case
as the case may be
be during
during that
that period, shall be
period, shall be allocated
allocated initially
initially to
t0 the Partners in
the Partners in proportion
proportion to
to

their Capital
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Please
Please sign
sign and
and date this letter
date this lette r in the space
in the provided below to
space provided confirm the
to confirm the acknowledgements and
agreements
agreements as
as set forth above.
set forth above.
Very
Very truly
truly yours,
yours,
TF
IF INDIVIDUAL INVESTOR:
(Signature)
(Signature)
(Printed Name)
(Printed
IF
0R REPRESENTATIVE
ESTATE OR
{Jaw '7/
Name of lnveston
WW mad M
By. // g
é/gz/ ymuJL
Name: l
///}7'I<K f/l/IV/UJ" K‘
Title: (it Arm; flfizzm/Qz,
APPROVED lTHIS I ff
HIS / 5/ DA
DAYy
oF Abvemo~I'
Fzml/gmbg/ -#20Q7
-,2o(J7
BP CA PITAL ENERGY EQUITY FUND IT,

CAPITAL II, L.P .,
L.P.,
aa Delaware limited
limited paitnership
partnership
By:
By: BP Capital
L.P.,
aa Delaware limited paitnership,
its
its general partner
general partner
By:
By: TBP Investments
aa Delaware limited liability
Delaware limited liability company,
company,
its
its general partner
general partner
By:
By:
J;L___
ffl”Z—\
Title:eii/fig:
Name: ff:~ ~tl'dt
Name:
Title: EA! UiA
%/)2

items that
items that are
are not deductible for
not deductible for federal income tax
federal income purposes and not
tax purposes not properly chargeable to
properly chargeable to Capital
Capital
Accounts)
Accounts) shall
shall be allocated solely
be allocated solely for
for income tax purposes among the
tax purposes the Partners
Partners in
in any
any equitable
equitable and
and
consistent manner,
consistent manner. asas reasonably
reasonably determined
determined byby the
the Managing General Partner, that
General Partner. that reflects amounts
reflects amounts
credited or
credited or debited
debited to
to each
each Partner's
Partner‘s Capital
Capital Account forfor the current and
the current and prior
prior Fiscal
Fiscal Years
Years and
and shall
shall be
be
reflected in
reflected in the
the Partners· Tax Accounts
Panners‘ Tax Accounts accordingly.
accordingly. These allocations
allocations shall
shall be
be made pursuant
pursuant to
to the
the
general principles
general of Code Sections
principles of 704(b) and 704(c)
Sections 704(b) 704( c) and
and in
in accordance with any
accordance with any temporary or final
temporary 0r final
(b)
(b) If the Partnership realizes income or
If the Partnership realizes gains for
or gains for federal
federal income tax purposes for
tax purposes for
any Fiscal
any Fiscal Year during
during or
or as
as of
of the
the end
end of
0f which one or01‘ more Positive Basis Partners
Positive Basis withdraw from the
Partners withdraw the
Partnership, the Managing General
Partnership. the General Partner
Partner shall
shall (unless
(unless it determines
it that allocations
determines that allocations should be
should be made in
in
some other
other manner) allocate
allocate these items for
these items for tax purposes as
tax purposes as follows:
follows: (i)
(i) first,
first. among the
the Positive
Positive Basis
Basis
Partners, in
Partners. proportion to
in proportion the respective
to the respective Positive
Positive Basis
Basis (as
(as hereinafter defined) 0f
hereinafter defined) of each
each Positive
Positive Basis
Basis
Partner, until
Partner. either the
until either the full
full amount of of such
such items
items shall
shall have
have been allocated or
been allocated or the Positive Basis
the Positive Basis of each
of each
Positive
Positive Basis Partner shall
Basis Partner shall have
have been eliminated, and
been eliminated, (ii) then,
and (ii) then, to
to the
the other
other Partners
Partners in
in accordance
accordance with
with
Section 4.5(a).
Section 4.5! a). As used
used herein, (i) the
herein. (i) term "Positive
the term Basis" means,
"Positive Basis” means! with respect to
with respect to any
any Partner and as
Partner and as of
of
any time
any time of
of calculation,
calculation, the
the amount by by which the the Partner‘s
Partner's Capital
Capital Account as as of
0f that time exceeds
that time the
exceeds the
Partner's
Partner’s Tax Account
Account as as of
of that
that time;
time; and
and (ii) term "Positive
the term
(ii) the Basis Partner”
“Positive Basis Partner" means any Partner who
any Partner
withdraws from
withdraws from the Partnership
the Partnership and and who has has Positive
Positive Basis
Basis as of the
as of the effective
effective date
date of the Partner's
the Partner’s
Withdrawal, but
Withdrawal, but the
the Partner
Partner shall cease to
shall cease to be
be aa Positive
Positive Basis
Basis Partner
Partner at the time
at the the Partner
time the Partner shall
shall have
have
received allocations
received allocations pursuant
pursuant to to this
this Section 4.5(b) equal
Section 4.51M equal t0to the
the Partner's
Partner‘s Positive Basis as
Positive Basis as of
of the
the
effective date of
the Partner's
Partner’s Withdrawal.
Withdrawal.
(c)
(c) Different items
Different of taxable
items 0f taxable income (and
(and loss) of the
loss) of the Partnership
Partnership shall
shall be
be allocated
allocated
to Partners in
t0 Partners the same ratio
in the ratio in
in which such
such taxable
taxable income (or
(0r loss)
loss) is
is allocated
allocated under Sections 4.5(a) and
Sections 4.51211 and
4.5(b).
4.51m.
(d)
Notwithstanding anything to the contrary
to the contrary contained
contained herein,
herein, no allocation of Net
allocation of Net
Losses shall
shall be
be made pursuant
pursuant toto this
this Section
Section 4.5 to any
4.5 to any Partner
Partner to
t0 the
the extent that such
extent that such allocation
allocation would
would
cause or
cause or increase
increase aa deficit
deficit balance
balance in that Partner's
in that Partner’s Capital
Capital Account as as of
of the
the end of the
end of the Fiscal
Fiscal Period
Period to
to
which the
the allocation relates. Solely
allocation relates. Solely for
for purposes
purposes of
of this
this Section
Section 4.5(d)
4.51d1 and
and Section
Section 4.5(e),
4.5(e2, the
the balance
balance of
0f
aa Partner's Capital Account
Partner’s Capital Account shall be reduced
shall be reduced byby the amounts described
the amounts described inin Treasury
Regulations Sections
Sections
l.704-1(b)(2)(ii)(d)(4), (5) and
1.704—1(b)(2)(ii)(d)(4), (5) and (6).
(6). The amount of of any Net Losses
any Net that, but
Losses that, but for
for this
this Section
Section 4.5(d),
4.5M),
would otherwise
otherwise bebe allocated
allocated toto a Partner shall
a Partner shall instead
instead first
first be
be allocated
allocated andand charged
charged toto the
the Capital
Capital
Account of of those Partners having
those Partners having aa positive balance in
positive balance in their respective Capital
their respective Capital Accounts in proportion to
in proportion t0
such positive
such positive balances
balances and,
and, after
after all
all such positive balances
such positive balances are reduced to
are reduced to zero,
zero, shall
shall be allocated to
be allocated to the
the
General Partners.
General Partners.
((e)
e) Notwithstanding anything
Notwithstanding anything to to the
contrary contained herein, any
any Partner
Partner
who unexpectedly
unexpectedly receives
receives an an allocation
allocation or or distribution
distribution described
Regulations
Sections
Sections l.704-1(b)(2)(ii)(d)(4), (5) 0r
1.704-1(b)(2)(ii)(d)(4), (5) or (6) that creates
(6) that creates 0ror increases
increases a a deficit
deficit balance
balance inin the
the Partner's
Partner’s
Capital Account shall be
be allocated
allocated items
items of gross income
of gross income andand gain
gain for Capital Account
for Capital Account purposes
purposes in an
in an
amount and
and manner sufficient
sufficient to
to eliminate, to the
eliminate, to the extent
extent required by the
required by the Treasury
Treasury Regulations, the deficit
Regulations, the deficit
balance as
balance quickly as
as quickly as possible.
possible. Any amounts
amounts allocated pursuant to
allocated pursuant t0 this
this Section 4.5(e) for
Section 4.5(8 for any Fiscal
any Fiscal
Period shall
Period shall be excluded from
be excluded from Net Profits
Profits or
or Net Losses
Losses for the Fiscal
for the Fiscal Period.
Period.
(f)
(f) Notwithstanding anything
Notwithstanding anything toto the
contrary contained herein, but
but subject
subject to
to
Sections 4.5(d) and
Sections 4.5ng and 4.5(e1,
4.5(e), if
if any
any allocations
allocations are
are made pursuant to Sections 4.5(d) or 4.5(e), subsequent
pursuant to Sections 4.5ng or 4.51m, subsequent
allocations
allocations of
of items of gross
items of gross income,
income, gain,
gain. deduction
deduction or
or loss
'loss pursuant
pursuant toto this
this Section
Section 4.5
4.5 shall
shall be
be made soso
that the
that the net
net amount of of any
any items
items aliocated
allocated t0
to each Partner shalL
each Partner shall. to
t0 the
the extent
extent possible.
possible. be equal t0
be equal to the
the net
net

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amount that
that would have been
been allocated
allocated to
to each
each Partner
Partner if
if allocations
pursuant to
t0 Sections
Sections 4.5(d)
4.51 d1 or
or 4.5(e)
4.51 e)
had
had not
not been amounts of
been made. Any amounts of gross
gross income,
income. gain,
gain‘ loss
loss or
or deduction
deduction allocated
allocated pursuant
pursuant to t0 this
this
Section
Section 4.5(f)
45111 for
for any
any Fiscal
Fiscal Period
Period shall
shall be excluded from Net Profits
Profits or
or Net Losses for
for the
the Fiscal
Fiscal
Period.
Period.
(g)
(g) To the
the extent,
extent, if
if any,
any, that
that expenses
expenses to
to be
be borne
borne by
by the
the General Partners
Partners are
are
deemed to
t0 constitute items of
constitute items 0f Partnership
Partnership loss,
loss, expense or
0r deduction
deduction rather
rather than
than items
items of loss,
loss, expense or
0r
deduction of
deduction the General
of the General Partners,
Partners. the
the payment
payment of 0f such
such expenses by
by the
the General
General Partners
Partners shall
shall be
be deemed
aa Capital
Contribution and such
such items
items shall
shall bebe allocated percent (100%)
allocated one hundred percent (100%) to
to the
the General
General
Partners.
Partners.
(h)
(h) The foregoing provisions and the
foregoing provisions the other
other provisions
provisions of this
relating
to
tothe maintenance of
the maintenance of Capital
Capital Accounts
Accounts areare intended
intended to
to comply
comply with
with Treasury
Regulations
Section
Section 1. 704-1 (b) and
1.704-1(b) and shall
shall be
be interpreted
interpreted and
and applied
applied in
in a
a manner consistent
consistent with those
those Treasury
Treasury
Regulations.
Regulations.
4.6.
4.6. Determinations
Determinations by General Partner.
by Managing General Partner. All
All matters
matters concerning the the valuation
valuation of
0f
Securities
Securities and other
other assets
assets of
of the
the Partnership,
Partnership, the
the determination
determination of the
the Net Asset
Asset Value,
Value? the
the allocation
allocation of
of
profits, gains
profits. gains and losses
losses among thethe Partners,
Partners, including
including taxes
taxes thereon,
thereon, and accounting
accounting procedures
procedures not
not
expressly
expressly provided
provided for
for by
by the terms of
the terms 0f this
shall be
be determined
determined inin good faith
faith by
by the
the Managing
General Partner,
General which determination,
Partner, Which determination, absent
absent bad faith
faith or
or manifest
manifest error,
error, shall
shall be final
final and conclusive
conclusive as
as
to
to all
all Partners.
Partners.
Partner
4.7.
4.7.
Partner shall
shall be
Limitation
Limitation on
be entitled
on Distributions.
entitled to
Distributions. Except as
to receive
receive Distributions,
as provided
provided in
Distributions, withdraw any
in Sections
Sections 4.8
4.8 and 4.9 or
0r Article
Article 8, fl
8, no
no
any amount from that
that Partner's
Pavrtner7s Capital
Capital
Account or0r withdraw from the
the Partnership.
Pannership.
4.8.
4.8. Distributions. Subject
Distributions. Subject to
to Section
Section 4.9
4.9 and Article
Article 8,
8, the
General Partner
Partner shall
shall
be
be entitled
entitled to
t0 determine
determine the
the timing, type of
timing} amount and type of Distributions
Distributions to
t0 be
be made by
by the
the Partnership
Partnership to
t0 the
the
Partners.
Partners.
4.9.
4.9. Withholding.
Withholding. Notwithstanding
Notwithstanding any any provision
provision of 0f this
this Agreement to t0 the
the contrary,
contrary, the
the
Partnership
Partnership isis authorized
authorized to t0 withhold
withhold and and pay
pay over
over tot0 the
the Internal
Internal Revenue Service
Service or
or any
any other
other taxing
taxing
authority,
authority, pursuant
pursuant to t0 Code Sections
Sections 1441,
1441, 1442,
1442, 14451445 or or 1446,
1446, oror any
any successor
successor provisions
provisions or or
provisions of
comparable provisions 0f other
other applicable
applicable tax
tax laws,
laws, atat the
the times
times required
required byby those
those sections
sections or
or provisions,
provisions,
the
the amounts the Partnership is
the Partnership is required
required toto withhold
withhold under those those sections
sections oror provisions
provisions asas determined by by
the Managing General Panner. Each PartnerPartner shall
shall furnish
furnish thethe Managing General Partner Partner with
with such
such
information,
information, forms and and certifications
certifications as as the
the Managing GeneralGeneral Partner
Partner may require
require and as as are
are necessary
necessary
to
to comply with
with the
the regulations
regulations governing
governing the obligations of
the obligations of withholding
withholding tax tax agents,
agents, asas well
well asas such
such
information,
information, forms and certifications
certifications as as are
are necessary
necessary with
with respect
respect to
to any
any withholding taxes
taxes imposed by
by
countries
countries other
other than
than thethe United
United States
States and
and represents
represents and and warrants
warrants that
that the
the information
information and and forms
forms
furnished
furnished by the Partner
by the Panner shall
shall be
be true
true and
and accurate
accurate inin all
all respects.
respects‘ Each Partner
Partner hereby
hereby indemnifies
indemnifies the the
Partnership
Partnership and the the Managing GeneralGeneral Partner
Partner forfor the
the Partner's
allocable share
share of anyany applicable
applicable
withholding
withholding taxtax of
of any
any type whatsoever (including
type whatsoever (including anyany liability
liability for
for penalties,
penalties, additions
additions to
t0 tax
tax or
0r interest)
interest)
attributable
attributable to such Partner's share
t0 such Partner’s share of0f the
the income of of the
the Partnership
Partnership or 0r attributable
attributable to
to distributions
distributions toto
such Partner.
such Partner. For
For purposes
purposes of 0f this
this Agreement,
Agreement, any any amount of taxes taxes withheld
withheld and paidpaid over
over byby the
the
Partnership
Partnership with respect
respect tot0 aa Partner's
Partner’s distributive
distributive share
share of the the Partnership's
Partnership’s gross
gross income shallshall be
be
treated
treated as
as aa cash
cash distribution
distribution tot0 the
the Partner
Partner and shall
shall be
be charged
charged as as of
0f the
the date
date of
of distribution
distribution against
against the
the
Capital
Capital Account and and Tax Account of 0f the
the Paiiner.
Partner.

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ARTICLE 55
LIMITED PARTNERS
5.1.
5.1. General.
General. In
1n addition
addition to
t0 the
the rights
rights ofof aa limited
limited partner
partner under the
the Act each Limited
Partner
Partner shall
shall have the
the additional
additional rights
rights given
given tot0 that
that Limited
Limited Partner
Partner as
as aa Limited Partner
Partner in
in this
this
Agreement,
Agreement. to t0 the
the extent permitted by
extent permitted by the
the Act.
Act Except as
as expressly
expressly provided
provided in
in this
this Agreement. no
Limited
Limited Partner
Partner shall
shall have the
the right
right or
or power to to participate
participate inin the
the management or 0r affairs
affairs of the
the
Partnership,
Partnership. nor shall
shall any
any Limited Partner have the
Limited Partner the power to t0 sign
sign for
for or
or bind
bind the
the Partnership.
Partnership.
5.2.
5.2. Limitation
Limitation 0non Liability.
Liabilitv. NoN0 Limited
Limited Partner
Partner shall
shall have
have any
any personal
personal liability
liability whatsoever,
whatsoever‘
whether to the Partnership,
whether to the Partnership. the the Managing General
Genera] Partner
Partner or
or any
any creditor
creditor of
0f the
the Partnership.
Partnership. for
for the
the
debts,
debts, expenses,
expenses, liabilities,
liabilitieg or obligations of
0r obligations of the
the Partnership
Partnership unless
unless that
Partner otherwise
otherwise agrees
agrees
to
t0 that
that liability.
liability. Notwithstanding
Notwithstanding the ability of
the ability of any
any Limited Partner
Partner to to consult
consult with
with the
the Managing GeneralGeneral
Partner
Partner regarding
regarding the business of
the business 0f the
the Partnership,
Partnership, as as permitted
permitted by by the
the Act,
Act, and to to act
act as
as provided
provided in in this
this
Agreement, each Limited Partner

Agreement, each Limited Partner shall at allshall at all times
times retain
retain the
the status,
status, and
and freedom from liability,
liability. of
of aa
limited partner under
limited partner under the
the Act.
Act. However,
However. if,if, notwithstanding
notwithstanding the terms of this
the terms this Agreement, it it is
is determined
determined
under
under applicable
applicable law law that any Partner
that any Partner has
has received
received a a Distribution
Distribution thatthat is
is required
required tot0 be
be returned
returned to t0 or
or for
for
the account of
the account of the
the Partnership
Partnership oror Partnership
Partnership creditors,
creditors, then
then the
the obligation
obligation under
under applicable
applicable law of 0f any
any
Partner
Partner to to return
return all
a1] or
or any
any part
part ofof a
a Distribution
Distribution made to to that
that Partner
Partner shall
shall be the
the obligation
obligation of that that
Partner and not
Partner and not of
of any
any other
other Partner.
Partner. Any amount so so returned
returned by by a a Partner
Partner shall
shall be treated
treated as as a
a Capital
Capital
Contribution.
Contribution.
5.3.
5.3. Outside
Outside Activities.
Activities. Limited Partner
A Limited Partner shall
shall be entitled
entitled to
t0 and may have business
business
interests
interests and engage in
and engage activities in
in activities in addition
addition to
t0 those
those relating
relating to
t0 the
the Partnership,
including business
business
interests, investments
interests, investments and
and activities
activities in
in direct
direct competition
competition with the Partnership.
with the Partnership. Neither the
the Partnership,
Partnership,
any
any other
other Partner
Partner nor
nor any
any other
other Person
Person shall
shall have any
any rights
rights by
by virtue
virtue of this
this Agreement in
in any
any such
such
business
business ventures
ventures or
or investments
investments 0fof any
any Limited
Limited Partner.
Partner.
5.4.
5.4. Admission of of New Partners.
Partners. New Partners
Partners may,
may, with
with thethe consent of thethe Managing
General Partner
General Partner andand without
without the
the approval
approval of any any Limited Partner,
Partner; be admitted to t0 the
the Partnership
Partnership as
as
Limited Partners at
Limited Partners at the
the end
end of
0f any
any Fiscal
Fiscal Period
Period on terms
terms determined
determined by
by the
Partner so
so
long
long as
as the
the total
total number of Partners does
of Partners does not
not exceed ninety-nine
ninety-nine (99)
(99) in in the
the event the
the Partnership
Partnership is
is
relying
relying on
on the
the exemption under
under Section
Section 3( c )(1) of the
3(c)(1) the Investment
Investment Company Act of 1940; provided,
1940; provided,
however, each Limited
however, each Limited Partner
Partner shall
shall be required
required to to make a a Capital
Contribution of at at least
least $1,000,000
$1 ,000,000 (or
(0r
such
such lesser
lesser amount as as permitted
permitted by
by the
General Partner,
Partner, in
in its
its sole
sole discretion).
discretion). Each new
Partner
Partner shall
shall be
be required
required to
to execute
execute an
an agreement
agreement pursuant
pursuant toto which that
that Partner
Partner becomes bound by by the
the
terms of
terms of this
this Agreement. Admission of
Agreement. Admission of a
a new Partner
Partner shall
shall not
not be a a cause
cause for
for dissolution
dissolution of
of the
the
Partnership.
Partnership.
5.5.
5.5. Withdrawal, Death Other.
Withdrawal Death, Other. The Withdrawal,
Withdrawal, death,
death, disability,
incompetency,
termination,
dissolution or Bankruptcy of
0r Bankruptcy of a
a Partner
Partner (other
(other than
than aa Managing General
General Partner)
Partner)
shall
shall not
not dissolve
dissolve the
the Partnership.
Partnership The legallegal representatives
representatives of a a Partner
Partner shall
shall succeed
succeed asas Assignee to to the
the
Partner’s interest in
Partner's interest in the
the Partnership
Partnership upon the the death,
death, disability,
incompetency. tennination,
termination,
insolvency,
or Bankruptcy 0f aa Partner,
Partner, but
but shall
shall not
not be admitted
admitted asas a
a Substitute
Substitute Limited
Limited
Partner
Partner without
without thethe consent
consent ofof the
the Managing General Partner. Partner. In
1n the
the event of 0f death,
death, disability,
disability.
incapacity incompetency. tennination,
0r Bankruptcy 0f a
a Partner
Partner or0r the
the giving
giving
of
0f notice
notice ofof withdrawal
Withdrawal by by a
a Partner,
Partner, the
the interest
interest of
0f the
the Partner
Partner shall
shall continue
continue at
at the
the risk
risk of
of the
the
Partnership's
Partnership‘s business
business until
until the
the effective date of
the Partner's
Partner‘s complete Withdrawal or 0r the
the earlier
earlier
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termination of the
termination the Partnership. If the
Partnership. If Partnership
the Partnership is continued
is after the
continued after the date
date of Withdrawal, the
0f Withdrawal, the Partner
Partner or
0r
its legal
its legal representatives
representatives shall be paid
shall be paid the
the balance of its
balance 0f Capital Account in
its Capital in accordance
accordance with
with Section
Section 8.5.
8.5.
ARTICLE 6
ARTICLE6
MANAGEMENT
6.1.
6.]. Rights.
Rights.
(a)
(a) In
In General.
General. Subject
Subject to the rights
t0 the rights and limitations expressed
and limitations expressed in this Agreement,
in this Agreement,
the
the management of of the
Pannership shall be vested
vested exclusively
exclusively inin the
General Partner.
Partner, In the
ln the
event
event that there is
that there no Managing General
is no General Partner,
Partner, the
the remaining General Partner
remaining General Partner shall become the
shall the
Managing General Partner. The Managing General Partner
General Partner‘ Partner shall
shall have the
the sole and exclusive
sole and exclusive right
right to
to
conduct, control and
conduct, control and manage thethe business of the
business 0f the Partnership, subject to
Partnership. subject the right
t0 the right of
of the
General
Partner to delegate
Partner t0 delegate asas it
it sees
sees fit
fit such
such managerial
managerial rights
rights and obligations,
obligations, and to do any
t0 do and all
any and all acts
acts on
on
behalf
behalf of
0f the Partnership, except as otherwise
the Partnership, except as otherwise provided
provided in
in this
this Agreement.
(b)
(b) Specific Powers.
Specific Powers, Without limiting the foregoing
limiting the foregoing general
general powers and duties,
duties, the
the
General Partner
Managing General Partner is
is hereby authorized and
hereby authorized and empowered on behalf and in
0n behalf in the
the name of of the
the
Partnership, or
Partnership, or on
on its
its own behalf and in
behalf and in its
its own name.
name, or
or through
through agents, directly or
agents, directly or indirectly, as may be
indirectly, as be
appropriate, subject
appropriate, subject to the limitations
to the limitations contained elsewhere in
contained elsewhere this Agreement, to:
in this t0:
(i)
(i) Fonnulate investment policies
Formulate investment policies and strategies
strategies for the Partnership,
for the Partnership. and
and
select and approve
select and approve the
the investment
investment of
of the
the Partnership's
Partnership‘s funds
funds in
in Securities;
Securities;
(ii)
(ii) Acquire, hold,
Acquire, hold, sell, transfer, exchange,
sell, transfer, exchange, pledge
pledge and dispose of Securities,
dispose of Securities,
and exercise
and exercise all rights, powers,
all rights, powers, privileges
privileges and
and other incidents of
other incidents 0f ownership or possession with
or possession respect to
with respect to
Securities, including, without
without limitation,
limitation, the voting of
the voting of Securities;
Securities;
(iii)
(iii) Purchase and sell
Purchase and sell Securities
Securities outright or financed,
outright or financed, by
by way of short
short sales,
sales,
puts, calls,
puts, calls, options, straddles
options, straddles and
and sales
sales against the box,
against the box, on
on margin or
0r otherwise,
speculative;
(iv)
(iv) Acquire aa long
Acquire long position or aa short
position or position with
short position with respect to the
respect t0 the Securities
Securities
and make purchases
and purchases or
or sales increasing, decreasing
sales increasing, decreasing or
or liquidating
liquidating such
such positions
positions or changing from aa long
or changing long
position to aa short
position to short position
position 0ror from
from aa short position to
short position to aa long
long position,
position, without
without any
any limitation as t0
limitation as to the
the
frequency of
frequency the changes
of the changes in the nature
in the of such
nature 0f such positions;
positions;
(v)
(V) Open,
Open. maintain
maintain and close accounts, including
close accounts, including margin and custodial
custodial
accounts, with
accounts: with brokers, dealers, banks,
brokers, dealers, banks, currency dealers, and
currency dealers, and others;
others;
(vi)
(vi) Hire,
Hire, for
for usual
usual and customary payments
and customary payments and expenses,
consultants,
brokers, attorneys, accountants
brokers, attorneys, accountants and
and such
such other
other agents
employees for
for the
the Partnership
Partnership as
as it
it may deem
necessary or
necessary advisable, and
0r advisable, and authorize any such
authorize any such agent
agent or
or employee t0
to act
act for and 0n
for and behalf of
on behalf 0f the
the
Partnership;
Partnership:
(vii)
(vii) Enter
Enter into, execute, maintain
into, execute. maintain and/or terminate contracts,
and/or terminate contracts, undertakings,
undertakings,
agreements and
agreements and any
any and all other
and all other documents
documents and instruments in
and instruments in the
the name of
of the
the Partnership,
Partnership, and
and do or
do 01‘
perform all
perform all such
such things as may be
things as be necessary or advisable
necessary 0r advisable in
in furtherance of the
furtherance of the Partnership's powers,
Partnership‘s powers.
objects or
objects or purposes
purposes 0r
or to the conduct
t0 the of the
conduct 0f Partnership~s activities;
the Partnership‘s activities;
D-(Nov 2008)
D—(\0\ 2008) A&R LPA BPCapiLal
BP Capital Energy Equity Fund
lincrgy hquny Master IL LVI’..D(,>Z,‘
l‘und Maslcr L.P .. DOC
1i. ls’a

(viii)
(viii) Make,
Make. in
in its
its sole
sole discretion,
discretion, any
any and all
all elections
elections for
for federat
federal, state,
state. local
local
and
and foreign
foreign tax
tax matters,
matters‘ including
including (A)
(A) an
an election
election to
t0 be treated
treated as
as a
a partnership
partnership under Code Section
Section 7701
770]
and the Treasury
and the Treasury Regulations
thereunder and (B) (B) any
any election
election to
t0 adjust
adjust the
the tax
tax basis
basis of0f
Partnership
Partnership property
property pursuant
pursuant toto Code Sections
Sections 734(b ), 7743(b)
734(b). 43(b) and 7754
54 oror comparable provisions
provisions of state,
state,
local
local or
0r foreign
foreign law;
law:
(ix)
(ix) Collect
Collect all
all income derived
derived by
by the
the Partnership
Partnership and pay
pay all
all Partnership
Partnership
Expenses;
Expenses;
(x)
(x) Negotiate
Negotiate the
the terms
terms and conditions
conditions of
0f and execute
execute all
all agreements,
agreements,
arrangements, documents and
arrangements, documents and instruments
instruments necessary
necessary or
or helpful
helpful in
in conducting the
the business
business of the
the
Partnership,
including contracts
contracts with
with third
third parties;
parties;
(xi)
(xi) Exercise
Exercise all
all rights
rights granted
granted to
to the
the Partnership
Partnership under any
any agreements to
to
which the
the Partnership
Partnership is
is a party; and
a party;
(xii)
(xii) Carry
Carry out
out all
all things
things otherwise
otherwise ordinary,
ordinary, necessary
necessary and incidental
incidental to
to the
the
carrying out
carrying out of the
the purposes
purposes of
0f the
the Partnership.
Partnership.
((c)
c) Borrowings.
Borrowings. The Managing GeneralGeneral Partner
Partner may borrow money or 01' otherwise
otherwise
incur
incur indebtedness
indebtedness on 0n behalf of the
behalf 0f the Partnership; provided, however,
Partnership; provided, however, any
any borrowings from anyany General
Partner
Partner shall
shall be on terms at
at least
least as
as favorable
favorable to
to the
the Partnership
Partnership as
as those
those available
available from unaffiliated
unaffiliated third
third
parties.
parties.
((d)
d) Delegation
Delegation of 0f Duties.
Duties. The Managing General Partner
Partner may perform its its
obligations
obligations hereunder by
by itself
itself or
or through
through others,
others, including
including without limitation
limitation through delegation
delegation of any
any
of
0f the
General Partner's
Partner’s obligations
obligations hereunder to
to any
any other
other General Partner
Partner or
or an Affiliate
Affiliate of
of
the
General Partner.
Partner.
6.2.
6.2. Standard of
Standard of Care.
Care. The Managing General Partner Partner shall
shall manage and control control the
the
Partnership
Partnership and its its business
business and affairs
affairs inin accordance with
with the
the standards
standards of
0f the
the industry,
industry, and shall
shall use
use
reasonable,
reasonable, good faith
faith efforts
efforts to
to carry
carry out
out the
the business
business of the
the Partnership.
Partnership. The Managing GeneralGeneral Partner
Partner
shall
shall devote
devote itself
itself to
to the
the business
business ofof the
the Partnership
Partnership to
to the
the extent
extent required
required to
t0 carry
carry out
out the
the business
business of the
ofthe
Partnership,
Partnership, but
but the
Genera] Partner
Partner is
is not
not precluded
precluded from being
being involved
involved in
in other
other businesses
businesses
or
or activities,
activities, including
including those
those related to Related
related to Related Funds.
Funds. The Managing General Partner Partner shall
shall perform its
its
duties
duties under
under this
this Agreement withwith ordinary
ordinary prudence
prudence and in
in a
a manner characteristic
characteristic of aa businessman in
in
similar
similar circumstances.
circumstances.
6.3.
6.3. Agreements with
with Affiliates.
Affiliates. The Managing General Partner
Partner may execute on behalf
behalf of
of
the
the Partnership
Partnership contracts
contracts or
or agreements
agreements with
with Affiliates
Affiliates of the
General Partner
Partner so
so long
long as
as the
the
contracts or agreements are
contracts 0r are on
0n a
a fair
fair market,
market, arm's-length
arm’s—length and competitive
competitive basis.
basis.
6.4.
6.4. Limitation on
Limitation 0n Liability.
Liabilitv.
(a)
(a) The General Partners shall
General Partners shall be
be subject
subject to
to all
all of
of the
the liabilities
liabilities of
of aa general
general partner
partner
in a partnership;
in a provided, however,
partnership; pmvided, however, toto the
the fullest
fullest extent
extent permitted
permitted by by law,
law, neither
neither the
the General
Genera] Partners,
Partners,
their Affiliates, nor
their Affiliates‘ nor their
their respective
respective partners, members, officers,
partners. members, officers. directors,
directors, managers,
managers. employees or 0r agents
agents
shall
shall be
be liable
liable to the Partnership
t0 the Partnership or0r to
t0 any
any Limited
Limited Partner
Partner for
for (i)
(i) any
any act
act or
or omission taken
taken or
or suffered
suffered by
by
the
the General
General Partners
Partners in
in connection
connection with
with the
the conduct of the affairs of the Partnership that is reasonably
the affairs 0f thc Partnership that is reasonably
believed
believed byby aa General Partner to
Genera] Partner to be
be in
in or
0r not
not opposed to to the
the best
best interests
interests of the Partnership,
Ofthe Partnership. unless
unless such
such
D-(Nov 2008)
D-(Nm 2008) A&R LPA BPCanital
Bl’Lamml Energv
Encrgv Equitv
kauhy Fund Master
Master IL
ll. L.P .. DOC
14.1’.‘I’)O(‘ 1.
If,

OCT-27-2008
DCT-ET-EIBB 09 :29
89:39 From:MAIL N
From:MRIL N SHIP
SHIF’ To : 12147509773
Tu:18147539??3 Pa5e=Ef3
WITRDRA WAL NOTICE

W'I’IWDRAWAL
Date:
um: {6522‘ . 2903
BP
B? Capital
Capital Energy
Energy Equity Ptmd Il,
Emzity Fund II. L.P.
L.P.
260 Preston
West
81
8| ll7
7 Pmston
Preston Road
Road
Dallas,
Dallas, Texas
Texas 75225
75225
Dt:ur
Dear General
General Partner:
Partntr:
This
This letter
letter shall
shall serve as my
serve as my Withdrawal
Withdrawal Notice pursuant m
Notice pursuant to Section 8.5 or
Section 8.5 the Amended and
ot' the and
Restated Agreement
Restated Awmcnt of of Limited
Limited Partnership of BP Capital
Partnership of Capital Energy Equity fund
Energy Equity Fund 11,
II, L.P.
L.P.
Withdrowql
Wighgrgwgl Date:
D1; tg: Ple8se your investment
Please make your investmcm dedsion
decision for
for October
October 31,
3 1, 2008:
2008:
U
U Withdrawal
No Withdrawal
W: );K'
bx
Please ch~k.
Amount of Withdrawal; Please
uU
Withdraw the Amount
withdraw the
lhe appropriate
check llw appmpriatc box;
Complete
box:
Complete Withdrawal
Wifiidmwal
Indicated Below
Mount Indicated Below
2% Partial Withdrawal of
Partial Wiihdrawal $_fl/m—__ 1
Elf $._Ai..:~:::.;:i:.,,_,thn,,~=------
uLr Partial
Partial Percentage
Percentage Withdrawal of----~~%
Withdrawal of %
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waiver or
waiver limitation of
or limitation any rights
0f any rights that a Partner
that a Partner or
or the
the Partnership
Partnership may have
have under applicable securities
under applicable securities
laws or
laws or other
other laws
laws that not be
that may not be waived.
waived, The termination
termination of
0f any
any proceeding
proceeding by
by settlement,
settlement. judgment,
judgment.
order, conviction, or
order. conviction. or upon a a plea nolo contendere
plea of nolo contendere or its equivalent.
01‘ its equivalent, shall not, of
shall not‘ of itself, create a
itself. createa
presumption that
presumption that an Indemnified Party
an Indemnified Party did
did not
not act in good faith
act in and in
faith and a manner that
in a that such
such Indemnified
Indemnified
Party reasonably believed
Party reasonably believed to
to be
be in
in or not opposed to
0r not t0 the best interests
the best interests of
of the
the Partnership
Partnership or that such
or that such
Indemnified Party's conduct
Indemnified Party‘s conduct constituted
constituted fraud,
fraud, bad faith, willful misconduct,
faith. willful gross negligence,
misconduct, gross negligence, reckless
reckless
disregard of
disregard 0f fiduciary duty, willful
fiduciary duty. willful and material breach
and material breach of this
this Agreement or or a
a violation
violation of
of applicable
applicable
securities or
securities or other
other laws.
laws. The satisfaction
satisfaction ofof any
any indemnification
indemnification and and any
any saving harmless pursuant
saving harmless pursuant to this
t0 this
Section 6.5(a) shall
Section 6.5(a1 shall be from
from and limited
limited to
to the Partnership's assets.
the Partnership's and except
assets. and except as
as provided
provided inin Section 5.2,
Section 5.2.,
n0 Partner shall
no Palmer shall have any personal liability
any personal on account
liability on thereof beyond
account thereof beyond thethe amount of their unreturned
0f their unreturned
(b)
(b) Expenses reasonably
Expenses incurred by
reasonably incurred by an Indemnified Party
an Indemnified Party in
in defense
defense or settlement
or settlement
of any claim
0f any that may be subject
claim that subject toto a right 0f
a right of indemnification
indemnification hereunder
hereunder may be be advanced by by the
the
Partnership prior t0
Partnership prior to the
the final
final disposition
disposition thereof
thereof upon receipt of an undertaking by or on behalf
receipt 0f an undertaking by or on behalf of the of the
Indemnified Party
Indemnified Pany to to repay such amount to
repay such t0 the extent that
the extent that it
it shall
shall be determined ultimately
be determined ultimately that
that such
such
Indemnified Party is
Indemnified Party not entitled
is not entitled to
t0 be indemnified hereunder.
be indemnified hereunder. The right
right of
of any
any Indemnified
indemnified PartyParty to
to the
the
indemnification provided herein
indemnification provided herein shall
shall be
be cumulative
cumulative of,of, and
and in addition t0.
in addition to. any
any and all
all rights to which
rights to
such Indemnified Party
such Indemnified Party may otherwise
otherwise hebe entitled
entitled by
by contract
contract oror as
as aa matter
matter of
0f law or
or equity
equity and
and shall
shall
extend to such
extend to such Indemnified Party's successors,
Indemnified Party's successors, assigns
assigns and legal
legal representatives.
representatives.
((c)
c) Any Person entitled to
Person entitled to indemnification
indemnification from the the Partnership
Partnership hereunder
hereunder shall
shall first
first
seek recovery under any
seek recovery any other
other indemnity
indemnity or
or any
any insurance
insurance policies
policies by
by which such
such Person
Person is
is indemnified
indemnified
or covered, as
0r covered, the case
as the case may be,be, butbut only to the
only to the extent
extent that the indemnitor
that the with respect
indemnitor with respect toto such
such indemnity
indemnity
or the
or the insurer
insurer with respect to such
respect to such insurance
insurance policy
policy provides
provides (or
(0r acknowledges its obligation t0
its obligation to provide)
provide)
such
such indemnity
indemnity or coverage on
or coverage on aa timely
timely basis,
basis, asas the case may be,
the case and. if
be, and, if such
such Person
Person isis other
other than
than a a
Partner, such
General Partner, such Person shall obtain
Person shall obtain the
the written
written consent
consent 0f of the
General Partner
Partner prior
prior to
t0
entering into any
entering into any compromise or or settlement
settlement that
that would result
result inin an
an obligation
obligation of of the
the Partnership
Partnership to to
indemnify such
indemnify such Person;
Person; and if if liabilities arise out
liabilities arise of the
out of the conduct
conduct of 0f the
the affairs of the
affairs of the Partnership
Partnership andand any
any
other Person for
other Person for which the the Person entitled t0
Person entitled to indemnification
indemnification from the the Partnership
Partnership hereunder
hereunder was then then
acting
acting inin aa similar
similar capacity, the amount of
capacity, the of the
the indemnification provided by
indemnification provided by the
the Partnership
Partnership shall
shall be
be
limited
limited t0to the
the Partnership's
Partnership’s proportionate
proportionate share
share thereof
thereof as determined in
as determined in good faith
faith by the Managing
by the
General Partner
Partner in light of
in light of its
its fiduciary duties to
fiduciary duties to the
the Partnership
Partnership andand the
the Limited
Limited Partners.
Partners.
( d)
(d) Any Indemnified
Indemnified Party shall be
Party shall be deemed tot0 be
be a creditor of
a creditor of the
the Partnership
Partnership and
and
shall be entitled
shall be to enforce
entitled t0 enforce the obligations of
the obligations of Partners
Partners to
to return Distributions pursuant
return Distributions to Section
5.2
following termination of
following termination 0f the
the Partnership.
Partnership.
6.6.
6.6. General Paiiners
General Partners as as Limited
Limited Partners.
Partners. The General
General Partners
Partners and
and any of their
any of Affiliates
their Affiliates
shall
shall also
also be Limited Partner
be aa Limited Partner toto the
the extent
extent that
that it
it purchases
purchases Limited
Limited Partner
Partner Interests
Interests or becomes aa
or becomes
transferee of all
transferee of all or
0r any part of
any part of the
the Partnership
Interest of
of a
a Limited
Limited Partner, and to
Partner, and to such
such extent
extent shall be
shall be
treated
treated as
as a Limited Partner
a Limited in all
Partner in all respects; provided, however,
respects; provided, however, ifif any
any such
such Limited
Limited Partner and the
Partner and the
Managing General Partner shall
General Partner shall agree, such Limited
agree, such Partner shall
Limited Partner Shall not
not be
be debited
debited aa Management Fee,Fee, and
and
the General Partner
the Managing General Partner shall
shall not
not be
be credited
credited a a Management Fee Fee with
with respect to such
respect to Limited
such Limited
Partner.
Partner.
6. 7.
6.7. Other Activities.
Activities.
(a)
(a) This shall not
This Agreement shall not be construed in
be construed any manner to
in any to preclude
preclude any Partner
any Partner
or any 0f
orany of its Affiliates from acquiring
its Affiliates acquiring the
the same Securities
Securities as those owned by
as those by the
the Partnership.
Partnership. The
D-INov 2008) A&R LPA

[)‘(Nm 2002M l,|’/\ BP Capital Energv
RPCapllal Energy Equitv Fund Master
Lumly Fund IL l,,P..DO(‘
Master II. L.P .. DOC I

Partners
Partners hereby
hereby acknowledge thatthat the
the General
General Partners
Partners and/or
and/or one
one or
or more of their
their Affiliates (i) have
Affiliates (i)
formed and
and manage other
other limited partnerships and (ii)
limited partnerships (ii) may.
may. directly
directly or
0r indirectly,
indirectl}. organize,
organize. sponsor
sponsor
and/or
and/or manage other
other limited
partnerships or
0r other pooled investment
other pooled investment vehicles
vehicles (each,
(each, aa '"'Related
“Related Fund'').
Fund").
No such
N0 such Related
Related Fund shall
shall be
be precluded
precluded from co-investing
co-investing with
with the
the Partnership.
Partnership.
(b)
(b) General Partner
The Managing General Partner shall
shall devote
devote such
such time
time to
Io the
the Partnership's
Partnership‘s affairs
affairs
as
as is
is consistent
consistent with
with the
the Partnership's
Partnership‘s achieving
achieving its
its investment
investment objectives.
objectives. However. except
except as
as may be be
otherwise specifically provided herein,
otherwise specifically provided herein, thisthis Agreement shall not be
shall not be construed
construed in
in any
any manner to preclude
t0 preclude
the
General Partner
Partner or any of
or any of its
its Affiliates
Affiliates from engaging in in any
any activity
activity whatsoever permitted
permitted
by
by applicable
applicable law.
law.
6.8.
6.8. Approval and Meetings.
Apgroval Meetings.
(a)
(a) Actions
Actions and
and decisions
decisions requiring the Approval of the
requiring the the Partners
Panners or
0r the
the Approval ofof
the
the Limited
Limited Partners
Partners may be be authorized
authorized or 0r made either
either by
by vote
vote of the required
ofthe required Partners
Partners taken at
at a
a meeting
of the
the required
required Partners
Partners or
or by
by written
written consent
consent ofof same without a a meeting. For the
the purpose of
0f determining
the
the Partners
Partners entitled to vote
entitled to vote on,
0n, or
0r to
t0 vote
vote at.
at. any
any meeting of the the Partners
Partners or
or on
0n a request
request for
for written
written
consent,
consent, the
the record
record date
date for
for any
any such
such determination
determination shall
shall be
be the
the day
day before
before aa Managing General
General Partner
Partner
delivers
delivers notice
notice of
0f the
the meeting oror its
its request
request for
for written
written consent.
consent.
(b)
(b) The Managing General
General Partner
Partner may call
call a
a meeting tot0 obtain
obtain the
the Approval of 0f the
the
Partners
Partners or
0r the
the Approval of of the
the Limited
Limited Partners
Partners for
for an action
action oror decision
decision under this
this Agreement by by
delivering
delivering to
to the
the other Partners notice
other Partners notice of
of the
the time
time and purpose
purpose of
0f the
the meeting atat least
least five
five (5)
(5) days
days before
before
the
the day
day of
0f the
the meeting.
meeting. Each meeting
meeting of
of Partners
Partners shall
shall be conducted by by the
Genera] Partner.
Partner.
Meetings
Meetings may
may bebe held
held by
by telephone
telephone conference
conference and participation
participation by
by aa Partner
Partner in
in a
a meeting byby telephone
telephone
conference
conference shall
shall constitute
constitute presence
presence of
of that
that Partner.
Partner.
((c)
c) The Managing General
General Partner
Partner may propose that that actions
actions oror decisions
decisions requ1ring
requiring
the
the Partners
Partners or or the
the Limited
Limited Partners
Partners bebe authorized
authorized by by written
written consent
consent of
of
the
the required
required Partners
Partners in in lieu
lieu of aa meeting by by delivering
delivering to to the
the required
required Partners
Partners notice
notice of the
the Managing
General
General Partner's proposal. A Partner's
Partner’s proposal. Partner’s written
wrifien consent
consent to t0 that
that proposal
proposal may be evidenced by by its
its
signature
signature on
on aa counterpart
counterpart of the proposal or
the proposal 0r by
by a
a separate
separate writing
writing (including
(including a telecopy)
telecopy) that
that identifies
identifies
the proposal with
the proposal with reasonable
reasonable specificity
specificity and states
states that
that it consents
consents to
it to that
that proposal.
proposal. For purposes
purposes ofof
obtaining
obtaining aa written
written consent,
consent, thethe Managing General
General Partner
Partner may require
require the
the response
response of 0f the
the requisite
requisite
Partners
Partners within
within a a specified
specified time (the (the "Response
“Response Date")
Date”) provided the the Response Date is is not
not less
less than
than five
five
((5)
5) days
days from
from the
the date
date of
0f the
the notice.
notice. If
1f a
a response
response is
is not
not received
received by
by the
Partner by
by the
the
designated
designated Response Date, Date, the
General Partner
Partner shall
shall be permitted
permitted to t0 rely
rely upon such
such failure
failure to
t0
respond
respond asas a consent by
a consent by such
such Partner
Palmer toto the proposed action.
the proposed action.
6.9.
6.9. Reserves.
Reserves.
(a)
(a) Appropriate
Appropriate reserves
reserves may be be created,
created, accrued
accrued and charged
charged against
against the
the
Partnership's
Partnership’s assets
assets and proportionately against
and proportionately against the
the Capital
Capital Accounts of the the Partners
Partners for
for contingent
contingent
liabilities,
liabilities, such
such reserves
reserves to be in
t0 be in the
the amounts that
that the
the Managing General Partner,
Partner, inin its
its sole
sole discretion,
discretion,
necessary 0r appropriate. The Managing General
General Partner
Partner may increase
increase or
01* reduce any
any such
such reserve
reserve
from time
time to
to time
time byby such
such amounts as as the
Partner in
in its
its discretion
discretion deems necessary
necessary or0r
appropriate.
appropriate. At the the sole
sole discretion
discretion of
of the
Genera] Partner,
Partner. the
the amount of 0f any
any such
such reserve,
reserve. or
0':
any
any increase
increase oror decrease
decrease therein,
therein, may be be charged
charged or0r credited,
credited, as
as appropriate,
appropriate. toto the
the Capital
Capital Accounts of 0f
those
those patiies
parties who areare Partners
Partners at
at the
the time
time when such
such reserve
reserve is
is created,
created, increased.
increased. or0r decreased.
decreased, asas the
the
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case may be~
be, or
or alternatively
alternatively may be be charged or
or credited
credited toto those Persons who were Partners
those Persons Partners at
at the
the time
of the
0f the act or omission giving
act 0r giving rise
rise to
to the
the contingent
contingent liability
liability for
for which
Which the
the reserve
reserve was established.
established.
(b)
(b) If
If the
General Partner
Partner in
in its
its sole
sole discretion
discretion determines that
that it
it 1s
is
equitable
equitable to
t0 treat
treat an
an amount to be paid
to be paid or
or received as being
received as being applicable
applicable to
to one or
or more prior
prior periods,
periods, then
then
such amount may be proportionately
proportionately charged or or credited~
credited, as
as appropriate,
appropriate, to
to those parties
parties who were
Partners during
Partners during such
such prior
prior period
period or
0r periods.
periods.
6.10.
6.10. Soft
Soft Dollar Arrangements. In 1n executing
executing transactions
transactions on behalf of 0f the
the Partnership,
Partnership, the
the
Managing General PartnerPartner shall
shall select
select brokers/dealers
brokers/dealers thatthat it
it believes
believes offer
offer the
the best
best net
net result
result to
t0 the
the
Partnership.
Partnership. While thethe Managing General PartnerPartner will
will use
use reasonable
reasonable efforts
efforts to
to seek
seek competitive
competitive
commission rates and spreads.
rates and the payment of the
spreads. the the lowest
lowest commissions or 0r spreads
spreads may not not always
always bebe
consistent
consistent with
with the
the best interests of
best interests 0f the
the Partnership.
Partnership. Accordingly,
Accordingly. the the Managing General Partner,
Partner, in
in its
its
sole
sole discretion
discretion and on on the Partnership’s behalf_
the Partnership's behalf. may enter
enter into
into "soft
“sofi dollar"
dollar” arrangements withwith any
any of its
its
brokers/dealers
brokers/dealers whereby the Genera] Partner
the Managing General Partner may receive
receive research
research and/or
and/or other
other brokerage
brokerage
services
Services for
for its
its use
use in
in managing thethe Partnership's investments. The Managing General Partner
Partnership’s investments. Partner does notnot
intend
intend to
t0 enter
enter into any "soft
into any “soft dollar" arrangements at at this
this time.
time.
ARTICLE 77
ACCOUNTS AND REPORTS
77.1.
.1. Books and Records.
Records‘ The books and records records of the
the Partnership
Partnership shall,
shall, at
at the
the cost
cost and
expense of the the Partnership.
Partnership. be kept kept or
or caused to t0 be kept
kept at
at the
the principal
principal place
place of0f business
business of the the
Partnership,
Partnership, and shall shall be available
available for
for inspection
inspection by the Limited Partners
by the Partners oror their
their duly
duly authorized
authorized
representatives
representatives at at all
all times.
times. The books
books and records
records shall
shall be
be kept
kept on
0n the basis of
the basis 0f a
a calendar
calendar year,
year, and shall
shall
reflect
reflect all
all transactions
transactions 0f of the
the Partnership
Partnership and be appropriate
appropriate and adequate for for conducting thethe business
business of
0f
the
the Partnership.
Partnership. The accounting method shall be chosen by
shall be by the
Partner by
by the
the time of
the filing of the
the filing the first
first federal
federal tax
tax return
return of the Partnership.
ofthe Partnership. The Managing General Partner Partner shall
shall maintain
maintain
the
the records
records required
required tot0 be kept
kept pursuant
pursuant to
to the
the Act.
Act.
77.2.
.2. Periodic
Periodic and Annual Reports.
Reports Within twenty-one (21) (2]) days
days of
0f the
the end of each calendar
calendar
quarter, the Managing General Partner,
quarter, the Partner, at
at the
the expense of0f the
the Partnership,
Partnership, shall
shall provide the
the Limited
Limited
Partners with a portfolio
Partners with portfolio report.
report. Within ninety
ninety (90)
(90) days
days after
after the end of each Fiscal
Fiscal Year,
Year, the
the Managing
General Partner
General Partner shall cause the
shall cause the Accountant to to prepare and furnish
furnish to
to each Partner,
Partner: at
at the
the expense of0f the
the
Partnership,
Partnership, a a balance sheet of the
balance sheet the Partnership
Partnership (dated
(dated as
as of
0f the
the end of
0f the
the Fiscal
Fiscal Year then
then ended),
ended), and aa
related statement of
related statement 0f income and
and loss,
loss, consisting
consisting essentially
essentially of a compilation
compilation of0f the
the information
information provided
provided
to
t0 the
the Accountant by by the Partner.
7.3.
7.3. Determination of of Taxable Items.
Items. All
All items
items of
0f income,
income, expense,
expense. gain,
gain, loss,
loss, deduction,
deduction,
credit of the
and credit Partnership shall
be determined with
with respect
respect to,
t0, and allocated
allocated in
in accordance with
with this
this
for, each Partner

Agreement for, Partner for
for each Fiscal
Fiscal Year.
7.4.
7.4. Tax Returns and Information.
Information. The Partners
Partners intend
intend for
for the
the Partnership
Partnership tot0 be treated,
treated, for
for
federal, state,
federal, state, and local
local and other
other income and franchise
franchise tax
tax purposes,
purposes: as
as a
a partnership.
partnership. With respect
respect toto
Fiscal Year,
each Fiscal the Managing General Partner
Year, the Partner shall
shall cause thethe Accountant to t0 prepare as as soon
soon asas
practicable
practicable all all federal,
federal, state,
state. local
local and other
other income and other
other tax
tax returns
returns that
that the
the Partnership
Partnership is is required
required
to
to file
file and shall
shall furnish
furnish aa copy
copy to the Partners,
to the Partners. together
together with a a copy the Form K-1
copy of the K-l for
for each
each Partner
Partner andand
any
any other
other inforn1ation
information that
that any
any Limited Partner
Partner reasonably
reasonabl} requests
requests relating
relating thereto,
thereto. no later
later than
than fifteen
fifteen
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(15)
(15) days
days before the date.
before the date, computed without
without regard to permitted
regard t0 permitted extensions, that such returns
extensions, that returns must be
filed without incurring
filed without incurring interest
interest or penalty.
or penalty.
7.5.
7.5. Tax Matters Partner. The Managing General Partner
Matters Partner. Partner is the tax
is the tax matters
matters partner
partner of
0f the
the
Partnership
Partnership pursuant to Code Section
pursuant to 6231 (a)(7).
Section 623 (a)(7).
1
77.6.
.6. Bank Accounts.
Accounts. All funds 0f
All funds of the Partnership shall
the Partnership shall be deposited
deposited in
in its
its name in
in an account
an account
or accounts
or accounts maintained
maintained in an insured,
in an commercial financial
insured, commercial financial institution,
institution, as
as determined by the Managing
by the
General Partner.
General Partner. The funds
funds of
of the
the Partnership
Partnership shall
shall not
not be commingled withwith the
the funds of any other
0f any other
Person. Checks
Person. Checks may be be drawn on thethe account or
0r accounts of the
the Partnership
Partnership only for the
only for purposes 0f
the purposes of the
the
Partnership
Partnership and and shall
shall bebe signed
signed by by the
General Partner
Partner or0r by
by its
its duly
duly authorized
authorized
representatives.
representatives.
7. 7.
7.7. Partnership
Partnership Registrar.
Registrar.
(a)
(a) General Partner
The Managing General Partner shall
shall keep (or cause t0
(or cause to be
be kept
kept in
in accordance
accordance
with Section 11
with Section of the
1] of the Act)
Act) at
at the
the registered
registered office
office ofof the
the Partnership
Partnership or
0r such
such other
other place
place determined byby it
it
a register
a (a "Register")
register (a “Register”) containing such particulars
containing such particulars related
related to
to each
each Partner
Partner as
as it
it may deem appropriate;
appropriate;
provided, however,
provided, the following
however, the following particulars
particulars shall be recorded:
shall be recorded:
(i)
(i) The name and address of each Partner
and address Partner and
and the and date
the amount and of each
date of each
subscription;
subscription;
(ii)
(ii) The Limited Partner Interest
Limited Partner Interest held
held by
by each Limited
Limited Partner;
Partner; and
(iii)
(iii) The amount and date of
and date 0f any
any redemption.
(b)
(b) The Register
Register shall be kept
shall be kept in
in such
such manner asas to
to show at
at all
all times the Partners
times the Partners for
for
the
the time being and
time being the Partnership
and the Partnership Interests
Interests respectively
respectively held by
by them,
them.
( c)
(c) The Managing General
General Partner
Partner may close
close the
the Register
Register for
for any
any time or
0r times not
times not
exceeding
exceeding in the aggregate
in the thirty (30)
aggregate thirty (30) days
days each
each calendar year.
calendar year.
(d)
(d) The Managing General
General Partner
Partner shall also maintain
shall also maintain or
0r cause to
t0 be maintained
maintained atat
the registered
the registered office register of
office aa register of mortgages 0f
of Partnership
Interests in Section 7
in accordance with Section 7 of the
0f the
Act.
Act.
ARTICLE 88
8.1.
8.] . General
General Partners.
Partners.
(a)
(a) Transfers. Without the
Transfers. Approval 0f
the Approval of the
Partners, a a General Partner
Palmer shall
shall
not have the

not have the right to assign,
right t0 assign, pledge
pledge oror otherwise
otherwise transfer
transfer its
its interest
interest as
as a general partner of
genera] partner of the
the
Partnership; provided, however, without the Approval of
without the of the
the Limited Partners, aa General
Limited Partners, General Partner
Partner may be be
reconstituted as
reconstituted as a a corporation, limited partnership,
corporation, limited limited liability
partnership limited liability company or other
01' other form of 0f entity
entity so
so
long as
long as such
such reconstitution does not
reconstitution does not have adverse tax consequences for
adverse tax for the Limited Partners
the Limited Partners and the the
Partnership receives an
Partnership receives an opinion
opinion ofof counsel
counsel toto such
such effect
effect (any such reconstituted
(any such reconstituted entity being deemed to
entity being to
be aa General
be Genera] Pa1iner
Partner for all purposes
for all purposes hereofl‘
hereof). 1nIn the event of
the event of an
an assignment or or other
other transfer
transfer of
0f all of its
all of its
interest as aa general
interest as partner of
general partner of the
the Partnership
Partnership in accordance with this
in accordance this Section
Section 8. l(a\ its
8.1m), its Assignee or or
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transferee shall be substituted
transferee shall substituted in
in its
its place
place as
as general partner of the
general partner the Partnership and immediately thereafter
Partnership and thereafter
that
that General Partner shall
General Partner shall withdraw asas aa general partner of the
general partner the Partnership.
Partnership.
(b)
(b)Replacement. Each General
General Partner
Partner shall
shall serve in such
serve in capacity unless
such capacity unless and until
until
replaced pursuant
replaced pursuant to
to this
this Agreement. In
ln the
the event of the
evem of the liquidation.
liquidation, dissolution, Bankruptcy, withdrawal
dissolution. Bankruptcy:
or disability
0r disability of any
any Person
Person herein
herein or hereafter named as
or hereafter as aa General Partner, the Partners,
Partner. the Partner; if
if no General
Partner remains, shall

Partner remains. shall appoint
appoint a successor General Partner
a successor Partner who must be be (i)
(i) Approved by the
by the Limited
Limited
Partners, and
Partners. and (ii) with all
(ii) comply with all filing
filing requirements applicable to
requirements applicable t0 a
a general
general partner
partner of
0f a
a Cayman Islands
Islands
exempted limited partnership under Cayman Islands
limited partnership laws, if
Islands laws, if any.
any.
8.2.
Limited Partners.
(a)
(a) A Limited Partner not assign
Panner may not assign or
or otherwise
otherwise transfer
transfer its Partnership Interest
its Partnership in
1nterest in
whole or in part
0r in part to
t0 any (an "Assignee")
any Person (an except by
“Assignee”) except operation of
by operation of law,
law, without the
the prior
prior written
written
consent of the
consent of the Managing General
General Partner.
Partner.
(b)
Notwithstanding 8.2(a), no Assignee of
Section 8.2M). of aa Partnership
Interest ofof aa
Limited Partner
Partner may be be admitted
admitted asas aa substitute
substitute Limited
Limited Partner
Partner in the Partnership
in the Partnership (a(a "Substitute Limited
Partner") without
Partner") without the consent of
the consent of the
General Partner,
Partner, which consent
consent may be be given
given or
or withheld
withheld
in its sole
in its and absolute
sole and discretion. An Assignee of
absolute discretion. of aa Partnership Interest that
Partnership Interest that is not admitted
is not admitted as as aa
Substitute Limited Partner
Substitute Limited shall be
Partner shall be entitled
entitled only
only tot0 allocations and Distributions
allocations and Distributions with
with respect
respect t0to that
that
Partnership
Interest and shall
shall have
have n0
no rights
rights to
to vote that Partnership
vote that Interest or
Partnership Interest or to receive any
to receive any information
information
or
or accounting of of the
the affairs of the
affairs of the Partnership
Partnership and shall not have
shall not have any
any of the
the other
other rights
rights of
of a Partner
a Partner
pursuant to
pursuant to this
this Agreement. The GeneralGeneral Partner
Partner shall
shall update the
the Register of the
Register 0f the Partnership
Partnership to to reflect
reflect
the
the admission 0f of aa Substitute
Substitute Limited Partner in the
Partner in the Partnership.
Partnership.
((c)
c) The Managing General General Partner
Partner shall prohibit any
shall prohibit assignment, transfer
any assignment, transfer or
or
substitution (and shall
substitution (and shall not recognize any such assignment,
any such transfer or
assignment, transfer or substitution)
substitution) if
if the
the Managing
General Partner
General reasonably believes
Partner reasonably that such
believes that such assignment, transfer or
assignment, transfer substitution would not
or substitution not be
be within
within
(or
(0r would cause
cause the the Partnership
Partnership to t0 fail to qualify
fail t0 qualify for)
for) one or0r more of 0f the
the safe harbors described
safe harbors described inin
paragraphs (e),
paragraphs ( e ), (f), (g), (h), 01' (j)
or 0') of
0f Treasury
Regulations Section
Section 1. 7704-1
1.7704—1 or
or otherwise
otherwise poses
poses aa material
material
(f), (g), (h),
risk that
risk that the
the Partnership
Partnership will will bebe treated as aa "publicly
treated as “publicly traded partnership" within
traded partnership” within the
the meaning of of Code
Section
Section 7704 and and the the Treasury
Treasury Regulations promulgated thereunder.
Regulations promulgated thereunder.
((d)
d) Any attempted
attempted assignment 0r
or substitution
substitution not
not made in
in accordance with
with this
this
Section
Section 8.2
8.2 shall null and
shall be null and void.
void.
8.3.
8.3. Legend. Each Partner
Partner hereby
hereby agrees that aa legend
agrees that legend may be
be placed
placed on
0n any counterpart of
any counterpart of
this
this Agreement oror any
any other
other document or or instrument
instrument evidencing
evidencing ownership
ownership of
of Partnership
Partnership Interests that is
Interests that is
the same or
the or substantially similar to
substantially similar to the
the legend on the
legend on the cover
cover ofof this
this Agreement.
8.4.
8.4. Basis Adjustment. On the
Basis Adjustment, transfer of
the transfer all or
0f all part of
or part 0f a Paiinership Interest,
a Partnership Interest, at the request
at the request
of the
the transferee
transferee thereof,
thereof, the
the Managing General Partner may cause
General Partner cause the
the Partnership
Partnership t0
to elect,
elect, pursuant
pursuant to
to
Code Section
Section 754 oror the
the corresponding provisions
provisions of
of subsequent
subsequent law, to adjust
law, to adjust the tax basis
the tax basis of the
0f the
properties of the
properties Partnership as
the Partnership as provided
provided by
by Code Sections
Sections 734 and
and 743.
743.
8.5.
(a)
(a) Subject t0
Subject to the
the consent
consent of
0f the
Partner, each Limited Partner
Limited Partner
will be
Will be permitted to make aa complete or
permitted Io a partial
or a partial withdrawal
withdrawal of that Limited
0f that Partner~s Capital
Limited Partner’s Capital Account
(a "'Witlulrawaf')
(a “VVit/ldraWal""} as of the
as of the close
close of
of business
business on the last
on the last Business of each
Business Day 0f each calendar provided,
quarter; provided
caiendar quarter:
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however, the Managing General
however. the General Partner
Partner shall
shall permit
permit Withdrawals byby any
any Feeder
Feeder Fund,
Fund, on
0n aa more
frequent basis,
frequent basis. to
to facilitate
facilitate any
any Feeder
Feeder Investor's
Investor‘s withdrawals
withdrawals from that
that Feeder Funds.
Funds.
(b)
(b) General Partner,
Each General Partner. the
the Special
Special Limited Partner,
Partner. or
0r any
any Limited Partner
Partner that
that is
is
Affiliate of the
an Affiliate the General
General Partner
Partner may make a a partial
partial Withdrawal of
0f its
its Capital
Capital Account without
without notice
notice
to
t0 the Limited Partners
the Limited at any
Partners at any time.
time.
8.6.
8.6. Required
Required Withdrawals.
Withdrawals. The Managing General
General Partner
Partner may redeem all,
all, but
but not
n01 less
less than
than
all,
all. of the
the Partnership
Interest of
0f any
any Partner
Partner at
at the
the end of
0f any
any Fiscal
Fiscal Period
Period thereby
thereby terminating
terminating such
such
Limited Partner's
Partner’s interest
interest in
in the
the Partnership.
Partnership.
8.7.
8.7. Effective
Effective Date
Date of
0f Withdrawal.
Withdrawal. The Capital
Capital Account of a a withdrawing Partner
Partner shall
shall be
be
determined as as of
of the
the effective
effective date
date of
of that
that Partner's
Partner’s Withdrawal. For purposes of this this Section
Section 8.7,
8.7, the
the
effective date of
effective date of a
a Partner's
Partner‘s Withdrawal shall
shall mean.
mean, as
as the
the case
case may be,
be, the
the last
last day
day of0f the
the Fiscal
Fiscal Period
Period
(i)
(i) in
in which the
the Partner
Partner ceases
ceases to
10 be
be a
a Partner
Partner pursuant
pursuant to
t0 Section
Section 8.5
8.5 or
0r (ii)
(ii) that
that coincides
coincides with
with the
the date
date
specified
specified in in the
the written
written notice
notice referred
referred to
t0 in
in the
the second sentence of Section 8.6
Section 8.6 if the
if the Partner
Partner shall
shall be
required to
required to Withdraw from the the Partnership
pursuant thereto.
thereto.
8.8.
8.8. Limitations
Limitations on0n Withdrawal. The right right of any
any Partner
Partner or0r his
his legal
legal representative
representative to to
receive
receive Distributions or
Distributions 0r withdraw all or any portion
all or any portion of the Capital
the Capital Account of the Partner is subject to the
0f the Partner is subject t0 the
provision by
provision by the General Partner
the Managing General Partner for
for all
all Partnership
Partnership liabilities
liabilities in
in accordance withwith al1
all
provisions
provisions of the Act and other
0f the other applicable
applicable law
law and for
for reserves
reserves for
for contingencies
contingencies and estimated
estimated accrued
accrued
expenses.
expenses. The unused portion of
unused portion 0f any
any reserve
reserve shall
shall be distributed
distributed after
after the
the Managing General PartnerPartner
shall
shall have determined that the
determined that the need therefor
therefor shall
shall have ceased.
ceased.
ARTICLE 9
DISSOLUTION
9.1.
9.1. Causes.
Causes.
(a)
(a) The Partnership
Partnership shall
shall be dissolved
dissolved on
0n the
the first
first to
t0 occur
occur of
0f any
any of
0f the
the following
following
events, and each Partner
events, hereby expressly
Partner hereby expressly waives any
any right
right that
that it
it might otherwise
otherwise have to
t0 dissolve
dissolve the
the
Partnership:
Partnership:
(i)
(i) The Bankruptcy,
Bankruptcy, receivership,
receivership, dissolution,
dissolution, retirement,
resignation,
complete Withdrawal or any other
or any other occurrence
occurrence that
that would legally
legally disqualify
disqualify the
the last
last remaining General
General
Partner
Partner from acting
acting under
under this
this Agreement and
and the
the failure
failure to
t0 obtain
obtain aa successor
successor General
General Partner
Partner as
as
provided in Section
provided in Section 8. l(c); and
8.11m;
(ii)
(ii) The Act so
so requires
requires and the
the requirement is
is not
not validly
validly varied
varied by
by this
this
Agreement.
(b)
(b) Except as as otherwise provided herein,
otherwise provided herein, nothing contained
contained in this Section
in this Section 9 .1 is
9.} is
intended to permit a Partner to dissolve the Partnership at will (by retirement, resignation, withdrawal
intended t0 permit a Partner t0 dissolve the Partnership at will (by retirement, resignation. withdrawal or
01'
otherwise), or
otherwise), or to
to exonerate
exonerate a a Partner
Partner from liability
liability to
to the
the Partnership
Partnership and the Partners if
the remaining Partners if it
it

dissolves the Partnership at at will.
dissolution at
at will
will of the
the Partnership
Fannership isis in
in
contravention
contravention 0fof this
this Agreement for for purposes
purposes of the
the Act.
Act.
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9.2.
9.2. Reconstitution.
Reconstitution. If dissolution of
Ifdissolution of the
the Partnership
Partnership results
results from the
the occurrence
occurrence of anan event
event
described
described inin Section
Section 9. l(a). then
9.11a). then the
the Partnership
Partnership may bebe reconstituted
reconstituted and its
its business
business continued pursuant
pursuant
to
t0 the
the Act,
Act. with
with a a new General
General Partner to be
Partner to be admitted
admitted as
as provided in in Section
Section 8. l(c). If
8.11m. If reconstitution
reconstitution is
is
completed.
completed. an an appropriate
appropriate amendment to to this
this Agreement and,and. if
if necessary.
necessary. toto the
the Certificate
Certificate shall
shall be
be
executed
executed and.
and‘ in
in the case of
the case of the
the Certificate,
Certificate. if
if necessary,
necessary. appropriately
appropriately filed
filed of record.
record. The rights
rights of the
the
remaining Partners
remaining Partners after
afier reconstitution,
reconstitution and the the rights
liabilities of
of any
any Partner
Partner that
that wrongfully
wrongfully
dissolves the Partnership inin contravention
contravention of
0f this
this Agreement
Agreement. shall
shall be
be as
as provided forfor under the
the laws of
the
the Cayman Islands.
Islands.
9.3.
9‘3. Interim Manager. If
Interim If the
the Partnership
Partnership is is dissolved
dissolved as
as aa result
result of
of an event described
described inin
Section
Section 9. l(a),
9.1m). an
an interim
interim manager of
0f the
the Partnership
Partnership may be appointed
appointed by
by Approval of
0f the
the Limited
Partners,
Partners. who shall
shall have and and may exercise
exercise all
all the
the rights,
rights, powers and duties
duties of
0f aa General Partner
Partner under
this
this Agreement,
Agreement, until
until (i)
(i) the
the new General
General Partner
Partner is
is elected
elected pursuant
pursuant to
to Section
Section 8. Hc), if
8.1K), if the
the Partnership
Partnership
is
is reconstituted,
reconstituted, or 0r (ii)
(ii) the
the Liquidator
Liquidator isis appointed
appointed pursuant
pursuant to
to Section
Section 10.1,
10.1, if
if the
the Partnership
Partnership is is not
not
reconstituted.
reconstituted.
ARTICLE 10
I10.
0.1.
1. General.
General.
(a)
(a) Selection
Selection of Liquidator. If
0f Liquidator. If the
the Partnership
Partnership isis dissolved
dissolved and isis not
not reconstituted,
reconstituted,
then the
then the Managing General
General Partner
Partner (or
(or if the
if the Managing General Partner has
General Partner has retired,
retired, resigned
resigned or
or
withdrawn,
withdrawn, oror is
is in
in Bankruptcy,
Bankruptcy, any
any remaining General
General Partner,
Partner, or
or if
if there
there are
are no other
other General Partners
Farmers
or
or if all remaining
if all remaining General
Genera] Partners
Partners suffer
suffer one of of the
the foregoing,
foregoing, then
then a q
a liquidator
uuidator or or liquidating
liquidating
committee
committee selected
selected by
by Approval of of the
the Limited
Limited Partners)
Partners) shall begin to
shall begin to wind up thethe affairs
affairs of
0f the
the
Partnership and to liquidate and sell its
Partnership and to liquidate and sell its assets,assets, all
all pursuant
pursuant to
to the
the Act.
Act. The Person conducting the
the
liquidation
liquidation in
in accordance
accordance with
with the
the foregoing
foregoing sentence
sentence is
is herein
herein referred
referred to
t0 as the "Liquidator."
as the “Liquidator.”
(b)
(b) Duties
Duties and
and Qualifications.
Qualifications. The Liquidator
Liquidator (if(if other
other than
than a
a General Partner)
Partner) shall
shall
have sufficient business expertise

sufficient business expertise and and competence to
to conduct the
the winding up and termination
termination of
0f the
the
Partnership
Partnership and,
and, in
in the
the course
course thereof,
thereof, to
t0 cause
cause the
the Partnership
Partnership to t0 perform
perform any
any existing
existing oror future
future
contractual obligations of0f the
the Partnership.
Partnership. The Liquidator,
Liquidator, subject
subject toto the
the Limited
Limited
Partners,
Partners, shall
shall determine
determine the
the time,
time, manner andand tenns
terms of
of any
any sale
sale or
or sales
sales of
0f property
propeny of the
the Partnership
Partnership inin
liquidation,
liquidation, having
having due
due regard
regard to
t0 the
the activity
activity and
and condition
condition of the
the relevant
relevant market and general
general financial
financial
conditions,
((c)
c) Compensation.
Compensation. The Liquidator
Liquidator is
is entitled
entitled to
to receive
receive reasonable
reasonable compensation
for
for its
its services,
services, as
as agreed
agreed upon by
by the
the Liquidator
Liquidator and Approved by
by the
Partners.
((d)
d) Resignation. Removal,
ResigLation Removal Succession.
Succession. The Liquidator
Liquidator may resign
resign at
at any
any time by by
giving
giving fifteen
fifteen (15)
(15) days'
days’ prior
prior written notice and may be removed at
written notice at any
any time,
time. with
with or
or without
without cause,
cause. by by
written notice of removal Approved by
written notice by the
the Limited
Limited Partners.
Partners. On the
the death,
death, dissolution,
dissolution, removal or
0r
resignation
resignation of the Liquidator,
0fthe Liquidator, aa successor
successor and
and substitute
Liquidator (who shallshall have and succeed to to all
all the
the
rights,
rights, powers
powers and
and duties
duties of
of the
the original
original Liquidator)
Liquidator) will,
will, within
within thirty
thirty (30)
(30) days
days thereafter,
appointed
by Approval of
by 0f the Limited Partners,
the Limited Partners. evidenced
evidenced by by written
written appointment and acceptance.
acceptance. The right
right toIo
appoint
appoint aa successor
successor substitute
Liquidator in in the
the manner provided herein
herein shall
shall be recurring
continuing
for
for so
so long
long as
as the
the functions
functions and
and services
services of the the Liquidator
Liquidator are
are authorized
authorized tot0 continue
continue under
under this
this
Agreement,
Agreement and and every
every reference
reference herein
herein to the "Liquidator'~
to the “Liquidator” refers
refers also
also to
t0 any
any successor
successor oror substitute
substitute
)
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Il. L.P .. DOC
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Liquidator appointed in the manner herein
in the herein provided.
provided. The Liquidator
Liquidator hashas and may exercise,
exercise, without
without
further
authorization or 0r consent
consent of
0f any
any of
0f the
the parties
parties hereto
hereto or
0r their
their legal
representatives or
0r successors
successors in
in
interest,
interest. all
all of
0f the
the powers conferred
conferred by
by this
this Agreement upon a a General
General Partner
Partner to
to the
the extent
extent necessary
necessary or
0r
desirable
desirable in the good faith
in the judgment of
faith judgment of the
the Liquidator
Liquidator tot0 perform its its duties
duties and functions.
functions. The
Liquidator
Liquidator is is not liable
not liable as
as a General Partner hereunder,
a General Partner hereunder, toto the
the Limited
Limited Partners
Partners or
0r to
t0 third
third party creditors.
party creditors.
10.2.
10‘2. Court Appointment of of Liquidator.
Liquidator. If,
If, within
within thirty
thirty (30)
(30) days
days after
after the
the date
date of dissolution
ofdissolution
or
0r other
other time
time period
period provided
provided inin Section
Section 10.1,
10.1. a
a Liquidator
Liquidator or0r successor
successor Liquidator
Liquidator hashas not
not been
been
appointed
appointed in in the
the manner provided
provided therein,
therein. then
then any
any Limited
Limited Partner
Partner or
or the
General Partner
Partner
may make application
application toto the then senior
the then senior United States
States Federal
Federal District
District Judge (in
(in his
his judicial
judicial capacity)
capacity) for
for
the
the Federal
Federal -District in Dallas,
—District in Dallas. Texas,
Texas, for
for appointment
appointment of the
the Liquidator
Liquidator or0r successor
successor Liquidator.
Liquidator. and that
that
judge, acting
judge. as an
acting as an individual
individual and
and not
not in
hisjudicial capacity, shall
shall be fully
fully authorized
authorized and empowered to to
appoint
appoint and
and designate
designate the
the Liquidator
Liquidator oror successor
Liquidator, who
Who shall
shall have thethe powers,
powers, duties,
duties, rights
rights
and authorities
authorities of the
the Liquidator
Liquidator herein
herein provided.
provided.
10.3.
10.3. Liquidation.
Liquidation,
(a)
(a) In
In winding up and and terminating
terminating the
the business
business and affairs of
and affairs 0f the Partnership, its
the Partnership, its
assets
assets (other
(other than
than cash)
cash) shall
shall be
be sold
sold at
at the
the discretion
discretion of
0f the
the Liquidator,
Liquidator, its
its liabilities
liabilities and obligations
obligations to
to
creditors
creditors and
and all
all expenses
expenses incurred
incurred in
in its
its liquidation
liquidation shall
shall be
be paid,
paid, and all
all resulting
resulting items
items of
of income,
income, gain,
gain,
loss
loss or
or deduction
deduction ofof the
the Partnership
Partnership shall
shall be
be credited
credited or
0r charged
charged toto the
the Capital
Capital Accounts of of the
the Partners
Partners
in
in accordance
accordance with
with Article
Article 4.
4. Any Partner
Partner may be be a
a purchaser
purchaser ofof assets
assets of
0f the
the Partnership
Partnership atat one
one or
or more
liquidation
liquidation sales.
sales.
(b)
(b) The net
net proceeds
proceeds from those
those sales
sales (after
(after deducting
deducting all
all selling
selling costs
costs and
and expenses
expenses
in
in connection
connection therewith),
therewith), together
together with
with (at
(at the
the expiration
expiration ofof the
the one
one (1)-year
(1)—year period
period referred
referred to
to in
in
Section
Section 10.4)
10.4) the
the balance
balance in
in the
the reserve
reserve account
account referred
referred to
t0 in
in Section
Section 10.4,
10‘4, shall
shall be
be distributed
distributed among
the
the Partners in proportion
Partners in proportion to
to their
their Capital
Capital Accounts.
Accounts.
((c)
c) The Liquidator
Liquidator shall
shall be
be instructed
instructed toto use
use all
all reasonable
reasonable efforts
efforts to
to effect
effect complete
liquidation of the
liquidation the Partnership
Partnership within
within one
one ((1)
1) year
year after
after the
the date
date on
0n which the the Partnership
Partnership is is dissolved.
dissolved.
Each holder
holder of
ofaa Partnership
Interest shall
shall look
look solely
solely to
t0 the
the assets
assets of
0f the
the Partnership
Partnership for
for all
all distributions
distributions
and shall
shall have no recourse
recourse therefor
therefor (on
(on dissolution
dissolution or0r otherwise)
Otherwise) against
against the
the Partnership,
Partnership, the
the Partners
Partners or
or
the
the Liquidator.
Liquidator. On the completion of the liquidation
the completion of the liquidation 0f theof the Partnership
Partnership and the distribution of all funds
the distribution of all funds
of the
the Partnership,
Partnership, thethe Partnership
Partnership shall
shall terminate
terminate and the the Managing General PartnerPartner (or
(0r the
the Liquidator,
Liquidator,
as
as the case may be)
the case be) may execute
execute and
and record
record all
all documents required
required tot0 effectuate
effectuate the
the dissolution
dissolution and
and
termination
termination of 0f the
the Partnership.
Partnership.
((d)
d) Upon aa liquidation
liquidation of
0f the
the Partnership,
Partnership, the
the Liquidator
Liquidator shall
shall file
file aa notice
notice of
of
dissolution
dissolution with
with the
the Cayman Islands
Islands Registrar
Registrar of
of Exempted Partnerships.
Partnerships,
10.4.
10.4. Creation of Reserves.
After making payment or 0r provision
provision for
for payment of of all
all fixed
fixed and
and
determinable
determinable debts
debts and liabilities
liabilities of
of the
the Partnership
Partnership and
and all
all expenses
expenses of
of liquidation,
liquidation, the
the Liquidator
Liquidator may
set
set up,
up, for
for a
a period
period not to exceed
not to exceed one ((1) 1) year
year after
after the
the date
date of dissolution,
dissolution, the
the cash
cash reserves
reserves that
that the
the
Liquidator
Liquidator deems reasonably
reasonably necessary
necessary for
for any
any contingent
contingent or or unforeseen
unforeseen liabilities
liabilities or
0r obligations
obligations of
of the
the
Partnership.
Partnership.
10.5.
10.5‘ Final
Final Audit.
Audit. Within
Within a a reasonable
reasonable time
time after
after completing
completing thethe liquidation,
liquidation. the
the Liquidator
Liquidator
shall
shall supply
supply to
I0 each
each of
0f the
the Partners
Partners aa statement,
statement. certified
certified by
by the
the Accountant upon a request Approved by
a request by
the Limited Partnem which shall
shall set
set forth
forth the
the assets
assets and the
thc liabilities
liabilities of the Partnership
0fthe Partnership as
as of
of the
the date
date 01"
D-(Nov 2008) A&R LP/\

D-(Nm 2008} LPA BP
HP Capital
Capital Energv
ImcrgV Equity
Emmy Fund
und Master
IMasmr IL
Il_ L.P
L P ...I'XJC'
DOC 24
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OCT-27-2008 09:28
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T0118147589773 Page:1’3
5990
5990 IHighway
Iighway 51
51
P.O. Dox77
P.O. Box
McFarland,
McFarland, WI 53558
Dirr.ct:
53558
Dirent: 608-838-5041
608~838+5041
McFarland
Fax:
Fax: 608-838-2275
Email:
Email: sbuchert@msbonl ine.com
sbuchel't@msbonline.c0m
Fax
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f.

(f)
above. all reports and returns
all reports returns to
t0 be sent
sent to
to any
any Partner
Partner shall
shall
be deemed to
to have
have been
been properly
properly given
given if
if sent
sent by
by regular
regular U.S.
U.S. mail by
by the
the date
date indicated
indicated herein.
herein.
12.2.
lntemretation. The construction
construction and
and validity
validity of
0f this
the rights
rights and
obligations of
obligations of the
the respective parties hereunder
respective parties hereunder shall
shall be governed byby and interpreted
interpreted and enforced
enforced in
in
accordance
accordance with
with the
the laws
laws of
0f the
the Cayman Islands.
Islands.
12.3.
12.3. Terms Common nouns and
Terms. and pronouns shallshall be deemed to t0 refer
refer to
t0 the
the masculine.
masculine
feminine,
feminine, neuter,
neuter. singular,
singular. and pluraL
plural, as
as the
the identity
identity of
0f the
the person or
0r persons,
persons. firm
firm or
0r corporation
corporation may in
in

the context require. Any reference
reference to
to the
the Code oror other statutes or
other statutes 0r laws shal1
shall include all
all amendments,
modifications, or
nmdifications‘ or replacements
the specific
Specific sections
sections and provisions
provisions concerned.
12.4.
12.4‘ References.
References. Unless otherwise
Unless otherwise expressly
expressly stated,
stated. references
references to
t0 numbered or or lettered
lettered
articles,
anicles, sections
sections and
and subsections
subsections herein
herein contained are to
contained are t0 articles,
articles. sections
subsections of this
this
Agreement.
Agreement. The terms terms "'herein,''
“herein,“ "hereof,"
"hereof.” "hereunder,"
“hereunder,” "hereby,'·
“hereby." "'this
“this Agreement"
Agreement” and other
other similar
similar
references
references shall
shall be construed to
be construed to mean andand include
include this
Limited
Limited Partnership
Partnership and
and all
all amendments thereof
thereof and
and supplements thereto
thereto unless
unless the
the context
context shall
shall clearly
clearly
indicate
indicate or
or require
require otherwise.
otherwise.
12.5.
115‘ Severabilitv. If
Severabilitv. If any provision of
any provision of this
this Agreement or or the
the application
application to
to any
any Person or
0r
circumstances
circumstances shall be invalid
shall be invalid or
or unenforceable
unenforceable tot0 any
any extent,
extent, the
the remainder of0f this
the
application of
application of such
such provisions
provisions to
to other
other Persons
Persons or
or circumstances shall
shall not
not be affected
affected thereby
thereby and shall
shall
be enforced
enforced to
to the
the greatest
greatest extent permitted by
extent permitted by law.
law.
12.6.
12.6. No Third-Party
Third—Pam' Beneficiary.
Beneficiarv. ThisThis Agreement is is made solely
solely and specifically
specifically between
and for
for the benefit of
the benefit 0f the parties hereto
the parties hereto and their
their respective
assigns, subject
subject to
t0 the
the express
provisions hereof relating
provisions hereof relating to
to successors
assigns, and no other
other Person whatsoever has any any rights,
rights,
interest,
interest, or
0r claims hereunder or
claims hereunder 0r is
is or
0r will
will be
be entitled
entitled to
to any
any benefits
benefits under or 0r on
0n account of 0f this
this
Agreement as a third-party beneficiary

as a third—party beneficiary or or otherwise
otherwise unless
unless specifically
specifically provided in
in this
this Agreement.
12.7.
12.7‘ Absolute and SoleSole Discretion.
Discretion. Except as
as otherwise provided in in this
this Agreement, all all
actions
actions that
that any Partner may take
any Partner take and
and all
all determinations
determinations that
that any
any Partner
Partner may make pursuant to to this
this
Agreement may be taken and made at

taken and at the
the sole
sole and absolute
absolute discretion
discretion of0f that
that Partner.
Partner.
12.8.
12.8. Binding Effect.
Effect. Subject
Subject toto the
the provisions
provisions of this
relating to
t0 transferability,
transferabilityg
this
shall be
be binding
binding on
0n and inure
inure to
to the benefit of
the benefit 0f the
the parties
parties signatory
signatory hereto,
hereto, and their
their
respective
respective distributees,
distributees. successors
successors and assigns.
assigns.
12.9.
12.9. Complete Agreement. This This Agreement constitutes
constitutes the
the complete and exclusive
exclusive statement
statement
of the
the agreement between and among the the Partners
Partners and replaces
replaces and supersedes
supersedes all
all prior
prior agreements,
agreements,
except
except for
for any
any agreement executed contemporaneously herewith by
executed contemporaneously by and among thethe Partners,
Partners, or
or any
any of
0f
them,
them, contemporaneously herewith.
herewith. This
This Agreement supersedes
supersedes all
all written
written and oral
oral statements,
statements. and no
representation,
representation, statement, conditionfl or
statement. condition, 0r warranty
warranty not
not contained
contained inin this
Shall be binding on thethe
Partners or have any
Partners 0r any force
force or
or effect
effect whatsoever.
whatsoever. No Partner
Partner has rendered any any services
services tot0 or
0r on
0n behalf of
any other Partner
or the
the Partnership,
Partnership, and
and no
n0 Partner
Partner shall
shall have any
any rights
rights with respect
respect toto any
any services
services that
that
might be alleged
alleged to have been rendered.
t0 have rendered.
12. l 0. Additional
12.10. Additional Documents and and Acts.
Acts. In
1n connection with
with this
this Agreement, asas well
well as
as all
ali
transactions contemplated by
transactions contemplated by this
this Agreement, each
each Partner
Partner shall,
shall, on
0n the
the request
request of
0f the
Partner,
Partner. execute
execute and
and deliver
deliver such
such additional
additional documents and instruments
instruments and perforn1
perform such
such additional
additional acts
acts
U-(Nov 200i)J A&R LPA BP

IJ-(Nnv 200m Capital Energv
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Hind Master II. L.P .. DOC
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3:3

as
as may be necessary
necessary or
01‘ appropriate to effectuate,
appropriate t0 effectuate. carry
carry out,
out, and perform all
all of
0f the
the terms,
terms. provisions
provisions and
and
conditions of this
conditions 0f this Agreement and all
all such
such transactions.
transactions
12.11.
12.1 1‘ Counterparts.
Counterparts. This Agreement may be be executed inin any
any number of
0f counterparts,
counterparts. each
each of
0f
which shall
shall be deemed an original
original and all
all of
0f which shall
shall constitute
constitute one and the
the same Agreement.
12.12.
12.12. Reliance
Reliance on Authority.
Authorig. If
If aa Partner
Person other
other than
than a a natural
natural person,
person. the
the
Partnership
Partnership and thethe Managing General Partner (i) are
Partner (i) are notnot required
required to
t0 determine the authority of
the authority 0f thethe
Person signing
signing this
this Agreement to t0 make any any commitment or 0r undertaking on 0n behalf
behalf of0f such entity
entity or
0r to
t0
determine any
any fact
fact or circumstance bearing
0r circumstance bearing upon the the existence
existence of thethe authority
authority of such Person:
Person: (ii)
(ii) are
are
not
not required to see
required to see to
t0 the
the application
application or 0r distribution
distribution of of proceeds paid
paid or
0r credited
credited to
to Persons signing
signing this
this
Agreement on behalf of 0f that entity~ (iii)

that entity: (iii) are
are entitled
entitled to rely
t0 rely on
0n the
the authority
authority of
0f the
the Person signing this
signing this
Agreement with respect
respect toto the
the giving
giving of consent on behalf of such entity entity in
in connection with any any matter
matter
for
for which consent is permitted or
is permifled 0r required
required under this this Agreement: and (iv) (iv) are
are entitled
entitled to
t0 rely
rely on
0n the
the
authority
authority of
0f any
any general
general partner, joint venturer,
partner, joint venturer, manager, co- or or successor
successor trustee.
trustee. oror president
president or
or vice
vice
president
president (as the case may be),
(as the be). of any
any such
such Person the the same asas if
if the
the Person were the the Person originally
originally
signing
signing this
this Agreement on 0n behalf
behalf 0fof that
that entity.
entity.
12.13.
12.13. Amendment
Amendment. This This Agreement may not not be amended, altered
altered or
0r modified
modified except
except with
with the
the
Approval of the
the Partners,
Partners. excluding any
any Partner
Partner who has transferred
transferred its
its entire
entire Partnership
Interest to
t0 one
or
0r more Assignees pursuant
pursuant to
to Article
8; provided, however, the
General Partner
Partner may amend
any
any provision of this
provision 0f this Agreement to to cure
cure any
any ambiguity
ambiguity or0r correct
correct or
or supplement any
any provision
provision of
of the
the
Agreement that
that may be incomplete or or inconsistent
inconsistent with
with any
any other
other provision
provision herein.
herein.
12.14.
12.14. Title
Title to
t0 Property.
Propem. The Partners
Partners desire
desire and intend
intend that
that legal
legal title
title to
to all
all property
property ofof the
the
Partnership
Partnership be held and conveyed
be held conveyed in in the
the name ofof the
the Partnership.
Partnership. To thethe extent
extent that
that any
any property
property of
of the
the
Partnership is held
Partnership is held in the name of aa General Partner,
in the Partner, the
the property
property shall
shall be deemed held
held byby that
that General
General
Partner
Partner as
as agent and nominee for for and on behalf
behalf of the
the Partnership.
Partnership. Property
Property acquired
acquired by by or
or standing
standing in
in
the name of
the 0f any
any Partner
Partner shall
shall be
be conclusively
conclusively presumed not not to
to be Partnership
Partnership property,
property, unless
unless an
an
instrument
instrument in
in writing,
writing, signed
signed by
by the
the Partner,
Partner. specifies
specifies to
to the
the contrary.
contrary.
12.15.
12,15. Other Business.
Partner may be engaged in in a
a business
business or
0r businesses
businesses other
other than
than that
that
of
0f the
the Partnership
Partnership without
without being accountable
accountable or
0r liable
liable to
t0 the
the Partnership
Partnership for
for the
the breach
breach of
of any
any fiduciary
fiduciary
obligation.
obligation.
12.16.
12.16. Partition
Partition Rights. No Partner
Rights. N0 Partner shall
shall have the
the right
right to
to the
the partition
partition of any
any property
property of
0f the
the
Partnership
Partnership or
or to
to take
take any
any action
action or
or initiate
initiate or prosecute any
or prosecute judicial proceeding for
any judicial for the
the partition,
partition, or
0r the
the
partition
partition and sale,
sale, of any property of the
any property the Partnership.
Partnership.
12.17.
12.17‘ Representations.
Representations. Notwithstanding anything anything herein
herein tot0 the
the contrary,
contrary, each
each Limited
Limited Partner
Partner
hereby
hereby represents
represents and warrants to the Partnership,
to the Partnership, each General Partner,
Partner, and to
to each officer, director,
officer, director,
shareholder,
controlling person andagent
and agent of each General PartnerPartner that:
that: (i)(i) the
the interest
interest inin the
the Partnership
Partnership
of such
such Limited Partner
Partner is
is acquired
acquired forfor investment
investment purposes
purposes only
only for
for its
its own account
account and not not with
with aa view
to or
to or in
in connection
connection with
with any
any distribution,
distribution, re-offer,
re’offer, resale
resale or
0r other
other disposition
disposition not not inin compliance with with the
the
U.S.
U.S. Securities
1933, as
as amended and the
the rules
rules and regulations
regulations thereunder (the
(the "1933
“I933 Act")
Act“) and
and
applicable
applicable state
state securities
securities laws;
laws; (ii)
(ii) such Limited Partner
Partner isis an "accredited
“accredited investor" within within the the meaning
of
0f Rule 50l(a)
501(a) under thethc 1933 Act or 0r such
Partner, alone
alone oror together
together with
with its
representatives“
possesses such
such expertise,
expertise. knowledge and sophistication
sophistication inin financial
financial and business
business matters
matters generally.
generally. andand
in
in the
the type
type of
0f transactions
transactions in
in which the
the Partnership
Pannership proposes to
to engage in
in particular,
particular, that
that it
i1 is
is capable
capable 01’
evaluating
evaluating the
the. merits
merits and economic risks risks of
0f acquiring
acquiring and holding its its interest
interest inin the Partnership; (iii)
the Paiinership; (iii) such
such
D~er 2008)
D-fNm 2008l A&R LPA BPCapital
BI’Caprm Energy
Energy Equitv fund Master 11.
Emmy Fund 11‘ L.P .. DOC
L.P.,DOC 4,

Limited Partner
Partner has
has had access
access toto all
all of the
the information
information with respect
respect toto its
its interest
interest in
in the
the Partnership
Partnership that that
it
it deems necessary
necessary to to make aa complete evaluation
evaluation thereof.
thereof. and has has had thethe opportunity
opportunity to 10 question
question the the
Managing General PartnerPartner concerning such interest; interest: (iv)
(iv) such Limited Pai1ner's
Partner‘s decision
decision toto acquire
acquire itsits
interest
interest in the Partnership
in the Partnership for for investment has been based solely solely upon the
the evaluation
evaluation made by it; (v) such
by it: (V) such
Limited Partner
Partner isis aware thatthat it
it must bear the the economic risk risk of
0f its
its investment in in the
the Partnership
Partnership for for an
an
indefinite period of time because interests
indefinite period interests inin the
the Partnership
Partnership have not not been registered
registered under thethe 19319333 Act
or
0r under thethe securities
securities laws of various
various states.
states. and therefore.
therefore. cannot be sold sold unless
unless such
such interests
interests areare
subsequently registered
registered under the the 1933 Act and any any applicable
applicable state
state securities
securities laws or
or an exemption from
registration
registration isis available;
available: (vi)
(Vi) such Limited Partner
Partner isis aware that
that only
only the
the Partnership
Partnership can take
take action
action to
to
register
register such
such interest
interest in
in the
the Partnership
Partnership and the the Partnership
Partnership is is under no such such obligation
obligation and does not not
propose to
propose t0 attempt
attempt tot0 dod0 so;
so; and (vii)such
(vii) such Limited Partner
Partner is is aware thatthat the
the Agreement providesprovides
restrictions on
restrictions on the
the ability
ability of
0f the
the Limited Partner
Partner to
lo sell,
sell. transfer,
transfer. assign,
assign. mortgage,
mortgage. hypothecate,
hypothecate. or 01‘
otherwise encumber its its interest

interest in in the
the Partnership.
Partnership
12.18.
12.18. Power of 0f Attorney.
AttorneV. Each Limited Partner Partner hereby
hereby constitutes
constitutes and appoints
appoints thethe Managing
General PartneL
Partner. with full full power of 0f substitution.
substitution. its its true
true and lawful
lawful attorney-in-fact,
attorney-in—fact, and empowers and and
authorizes
authorizes such
such attorney,
attorney, in in the
the name.
name, place
place and steadstead of such Limited Partner, Partner, to t0 make,
make. execute,
execute, sign,
sign.
swear to,
to. acknowledge and file file in all necessary
in all necessary or or appropriate placesplaces all all documents relatingrelating to to the
the
Partnership and its its activities.
activities. including,
including‘ but not not limited
limited to:
to: (i) the Agreement and any
(i)the an} amendments
and/or supplements thereto thereto approved as as provided herein;herein: (ii)
(ii) the
the Certificate
Certificate and any any amendments and
supplements thereto,
thereto, under the the laws of0f the
the Cayman Islands Islands or0r in
in any
any other
Other state
state or jurisdiction in
01'jurisdicti0n in which
such filing
filing is is deemed advisable
advisable by by thethe Managing General Partner; Partner; (iii)(iii) any
any applications.
applications. forms,forms,
certificates,
Certificates, reports
reports or 0r other
other documents that that may be requested or 0r required by by any
any foreign,
foreign. federal,
federal. state
state or
0r
local
local governmental agency, agency, securities
exchange securities
securities association,
association, self-regulatory
self-regulatory organization,
organization: or or
similar
similar institution
institution and that that are
necessary or 0r advisable
advisable by by the
the Managing General Partner; Partner; (iv)
(iv) any
any
other
other instrument that that may be requiredrequired to t0 be filed
filed or or recorded in in any
any statestate or0r county
county or or byby any
any
governmental agency (foreign (foreign or or domestic),
domestic), or that that the
the Managing General Partner Partner deems advisable
advisable to to file
file
or
0r record,
record, including
limitation, certificates
certificates of assumed name; (v) (V) any
any documents that
that may be
required to
required t0 effect
effect the continuation of
the continuation 0f the
the Partnership
Partnership pursuant to t0 the
the terms hereof,
terms hereof, thethe admission of new
Partners, the admission of substitute
Partners. the substitute Limited Partners,
Partners. thethe withdrawal of a General Partner Partner or or the
the
dissolution
dissolution and termination of 0f the
the Partnership,
Partnership, provided such continuation,
continuation. admission or or dissolution
dissolution and
tennination
termination are are in
in accordance with the the tern1s
terms of the the Agreement; (vi) (vi) documents necessary
necessary or 0r appropriate
appropriate
to satisfy certain
to satisfy certain elections
elections contained in the
in the Code or state
or state law governing taxation
taxation of
0f limited
limited partnerships;
partnerships:
and (vii)
(vii) documents necessary
necessary or 0r appropriate
appropriate to t0 satisfy
satisfy any
any and all all other
other ministerial
ministerial duties
duties or0r functions
functions
necessary
necessary forfor thethe conduct 0f of the
the business of 0f the
the Partnership.
Partnership. Each Limited Partner Partner hereby
hereby ratifies,
ratifies,
confirms
confirms and adopts adopts as as its
its own, allall actions
actions thatthat may be taken by by such
such attorney-in-fact
attorney—in~fact pursuant
pursuant to to this
this
Section
Section 12.18.
12.18. This
This power 0f of attorney
attorney is
is coupled with an interest,
interest, is
is irrevocable
irrevocable and shall
shall continue
continue
notwithstanding the the subsequent incapacity
incapacity or 0r death
death of the the Limited Partner.
Partner. Each Limited Partner Partner and/or
and/or
his
his Assignee,
Assignee, transferee
transferee or or successor-in-interest
successor-in-interest shall shall execute and deliver deliver to to the
the Managing General General
Partner an executed
Partner executed and appropriately
notarized power of 0f attorney
attorney in in such form consistent
consistent withwith thethe
provisions 0fthis
of this Section
Section 12.18
12.] 8 as
as the
the Managing General Partner may request. request.
12.19.
12. 9‘ Confidentiality.
1 Confidentialiga Except as as required by law or
required by or valid
valid subpoena or or other
other lawful
lawful process,
process, the
the
failure t0
failure to comply with which would subject,subject, oror may reasonably
reasonably be expected to t0 subject,
subject, the
the respective
respective
receiving Limited Partner to damages or
Partner t0 judicial or
or judicial or administrative censure or 0r contempt,
contempt, each Limited
Partner
Partner who receives
receives information
information that
that isis protected
protected under this Section 12.19
this Section 12.19 shall
shall maintain
strict
confidence,
confidence, and without the prior consent of
the prior 0f the
the Partnership,
Partnership, shall not disclose
shall not disclose to
t0 any
any Person (other
(other than
than
to another Partner)
t0 another Partner) and shall
shall not
not use
use for
for any
any purpose other
other than evaluating
evaluating or or monitoring (in(in its
its capacity
capacity
as aa Pai1ner)
as Palmer) the
the investments
investments or or proposed investments,
investments, any
any and allall material,
material, nonpublic information
information that
that
concerns the
concerns the operations,
operationg business,
business. or affairs
01‘ affairs of,
0f. and that
that is
is received
received from or on behalf
01‘ behalf of,
0f. the
the Partnership,
Partnership.
D-(Nov
l‘I-(Nm 2008) A&R LPA BP Capital Energy
BPCapiLal Energ) Equitv
Equilv Fund Master
Maswr IL
ll. L.P .. DOC
L.P..DOL' 2r..
25-

or
or any
any of
of its
its Affiliates; provided, however,
Affiliates: provided, however. notwithstanding the the foregoing,
foregoing, any
any receiving Limited Partner
Partner
may communicate any any such
such information
information to t0 any
any of its
its directors,
directors, officers,
officers, investment advisers,
advisers. employees,
employees,
or
or other
other representatives
representatives who have a a need to
t0 know such
such information
information and for for whom
Whom such
such receiving
receiving Limited
Partner
Partner shall
shall bebe responsible
responsible or0r to
t0 or
or at
at the
the request
request of any
any governmental authority
authority or examiner having
jurisdiction over such receiving
jurisdiction receiving Limited Partner.
Partner, IfIf any
any receiving Limited PartnerPartner isis required
required by
by law,
law;
subpoena,
subpoena. legal process. or
legal process, or other
other demand for for any
any such information with which such receiving receiving Limited
Partner
Partner believes
believes it it is
is legally
legally obligated
obligated toto comply,
comply. such receiving
receiving Limited Partner shall shall give prompt notice
notice
of such
such fact
fact tot0 the
the Partnership
Partnership soso that
that the
the Partnership
Partnership may,
may. if
if it
it desires,
desires, seek a
a protective
protective order or
0r other
other
governmental or judicial relief
orjudicial relief to prevent disclosure
to prevent disclosure of
0f such information.
information.

ofPage Intentionally Left
Left Blank.
Blank.
Signature
Follows.
DJMM 2008:
D-(Nm 20083 A&R LPA BPC:anital
Bl’(v.amml Energv
l;ncrg§ Equitv
Equm' Fund
Pund Master
Master lL L.P
IE, .. DOC
L.PHDOC‘ 29
|J

IN WITNESS WHEREOF, this Agreement has been executed a5 a deed 0n the day and year first
above written.
MANAGING GENERAL PARTNER:
BP CAPITAL MANAGEMENT, L.Ph

a Delaware iimited partnership
By: TBP Investments Management LLC.

a Delaware limited liability company.
its general partner
W/W
BW-Name:
aw
{\J
,
Tltle.
/A/M{MMM
_L’ ILk-
BP CAPITAL INTERNATIONAL MANAGEMENT, INC.

a Cayman Islands company
art" Hibffi At
s'mwi‘
éMM
Nam! jebu :0 L.
Title: VH' 1: iJi‘Esdé-‘x't
SPECIAL LIMITED PARTNER:
BP CAPITAL SLP, L.P.,

By: BF Capital Management, L.P.,

A
WM
Delaware limited partnership
By: TBP Investments Management LLC:

its general partner
"Ir
By;
Name: RU-‘CKH'JV L-(S‘hfihfifi
Talc: hu- Qmm‘dmr
{Signatures Continued (m Nex! Page.)
D-thnv 200th A&R LPA BP umml

f. [:mrgv Euum' Fund Mamcr IE. §..P..I)(JZ'

LIMITED PARTNERS:
AH Limited Partners now and hereafter admitted pursuant to

powers of attorney now and hereafter granted t0 the Managing
General Partner

By: TBP investments Management LLC,

its general partner
Title: V u“ e ?res‘fipn‘!‘
(End ofSignarures.)
[J-ihm 2mm) A&R LPA EH apiml Enmgv Enuin- Fund Master JJ i, l’ 5301'

10123/ 2008 05
10/23/2003 05:10
10 FAX
:
@00
I0033
WlTHDRA WAL NOTICE

WITHDRAWAL
Date:
Date: _ .......
10=--h"-'
(0 (é? "_1
i- __•,2008
2oos
I
BP Capital
BF Capital Energy
Enargy Equity Fund If,
L.P.
260 Preston Commons
West
8117 Preston Road
81 7 Preston
l Road
Dallas, Texas
Dallas, Texas 75225
75225
,.
Dear General
Partner: l
—'\
This
This letter shall
Ietter as my Withdrawal
shall serve as Withdrawal Notiee
Notice pursuant
pmsuant to
to Section 8.5 of
Section 8.5 of the Amended and
the Amended and
Restated Agreement Umited Partnership
ofLimited Partnel'ship of
of BP Capital
Capital Energy
Energy Equity Fund ll, L.P.
Withdrawal
Wiflwdmygl Date:
ME: Pleuse
Please make your
make your investmznt
investment decision tbr October
decision for October 31, 2008:
3 1, 2008:
0D No Withdrawal
Withdrawal
~.
M‘ Withdraw
Withdraw the
Indicated Below
Fax
Amount 91
Amggg; of Withdrawal:
flithdrawaf: Please check the appropriate box:
0I] Complethithdrawai
Exac
K Bomb;'
QWIW‘OL}{uPJr Rd.
OWLUJI ‘Dé-I-l'ifv
( r Further Credit) MA ER E REM N (C,Ct
D·Willldm YGI Notlce

D-Wilmwal BP CEIpthI
Notice· BF Capital Dumcslic
-
Domestic 11(1689194_2)..DOC
lE(l6fl9l94_1).DOC

6.
6. Managing General
General Partner
Partner
Name: Capital Management, L.P.

BP Capital L.P.
Address,
Facsimile
81
81 17 Preston
17 Preston Road
Dallas,
Dallas. Texas 75225
Telephone:
Telephone: (214)
(214) 265-4165
Facsimile:
Facsimile: (214)
(214) 750-9773
Cash Contributions:
Contributions: $
Description
Description and
and Agreed Value
ofNon-cash Contribution:
of or
Time of or Events
Events Requiring
Requiring
Additional Contribution(s):
Additional Contribution(s): As provided
provided in
in Partnership

Partner: October 5,
5, 2004
D-(Nov
D-(Nm 2008)
2008) A&R LPA BP Cannal Energv
BI’ Capital hnergy Equitv
hqum Fund
Fund Master IL L.P .. DCK'
L.P.DUL
II. ./\—"

7. General Partner
Name: BP Capital International Management, Inc.

Facsimile Number: c/o M&C Corporate Services Limited
PO. Box 309 G_T.
Ugland House. South Church Street
Grand Cayman, Cayman islands
Telephone: 1-345-949-8066
Facsimile: 1-345-949-8080
Cash Contributions:

ofNon-cash Contribution:
Time 0f 0r Events Requiring

Additional Contributi0n(s): As provided in Par‘mership Agreement
Dale Became Partner: October 5, 2004
[H]Nm ZIN'JS'J A&R L

I’J'L HP Cdnil‘dl Jmcrgr E’mui‘. Fund Mahler H, l, W DOC

8.
8. Special
Special Limited
Limited Partner
Partner
Name: BP Capital
Capital SLP~
SLP. L.P.
L.P.

Facsimile
81
81 17 Preston
17 Preston Road
Dallas,
Dallas. Texas 75225
Telephone: (214)
(2 4) 265-4165
1
Facsimile:
Facsimile: (214)
(214) 750-9773
750—9773
Cash Contributions:
Contributions: $0
$0
Description and
of Contribution: $0
$0
Time of
0f or
or Events
Events Requiring
Requiring
Additional
Additional Contribution( s):
C0ntributi0n(s): As provided
provided in
in Partnership

Partner: January 1,
January 1, 2007
0-(Nov
l)—H\0\ 2008) A&R LPA BP
2008\ A&f\ HP Canital
('anital Energv
linergy Eat11t\'
ltuum Fund
l‘und Master P DOC
H L.P,,DOC
Mamcr ILl.

EXHIBIT A-20

EXHIBIT A-11

10/23/2008 05:10 FAX lili
I002 002
THE LIMITED PARTNERS

0F TIIE
WRITTEN CONSENT OF
0F
OF
BP CAPITAL ENERGY EQUITY FUND ll, L.P.
II, L.P.
Management, L.P‘,
Capital Management,
BP Capital sole General
the sole
L.P., the Capital Energy
Partner of BP Capital
General Partner Equity Fund Il,
Energy Equity II,
L.P., hereby requests
L.P ., hereby the Limited
that the
requests that approve the
Partners approve
Limited Partners the Amended and Restated Agreement of
and Restated of
Limited Partnership
Limited Equity Fund II,
Partnership of BP Capital II, L.P. hereto as
attached hereto
L.P. attached Exhibit A and
as Exhibit and
the Amended and
the and Restated Fannership of
Restated Agreement of Limited Partnership Capital Energy
0f BP Capital Equity Fund
Energy Equity
Master II,
Master L.P. attached
II, L.P. hereto as
attached hereto Exhibit B.
as Exhibi; Capital Energy
B. BP Capital Equity Fund II,
Energy Equity II, L.P. a Limited
is a
L.P. is Limited
Partner of
Partner Capital Energy
of BP Capital Master II,
Equity Fund Master
Energy Equity L.P.
II, L.P.
The undersigned Limited

The undersigned Capital Energy
of BP Capital
Partner of
Limited Partner Energy Equity II, L.P.
Equity Fund II, hereby:
L.P. hereby:
V Approves
Approves (I)
(l) the
Capital Energy
Capital Equity Fund II,
Energy Equity
the Amended and Restated
II, L.P attached
attached hereto
of Limited Partnership of
Limited Partnership
Exhibit A and (2)
as Exhibit
hereto as
of BP
(2) the
the
Capital Energy
0f BP Capital
Partnership of
Restated Agreement of Limited Partnership
Amended and Restated Energy
Master II,
Equity Fund Master
Equity L.P. attached
II, L.P. hereto as
attached hereto as Exhibit B.
Exhibit B.
0D Does not approve (1)

not approve (1) the Restated Agreement of
the Amended and Restated of Limited
Limited
Partnership
Partnexship of Capital Energy
of BP Capital Equity Fund II,
Energy Equity II, LP attached hereto
L.P attached hereto as Exhibit
as Exhibit
A
A and
and (2)
(2) the
the Amended and
and Restated
of Limited
Limited Partnership
Partnership of BP
of
Capital Energy
Capital Master II,
Equity Fund Master
Energy Equity attached hereto
L.P. attached
II, L.P. Exhibit B.
as Exhibit
hereto as B.
check
Please check
Please ONE box to state
above to
box above state your vote and
your vote and return this Written
return this Consent to
Written Consent Capital
to BP Capital
Energy II, L.P.
Equity Fund II,
Energy Equity L.P. by fax at
at (214)
by fax (214) 615-3832
615*3832 or
or by
by scan
scan and
and email
email to
to tblack@bpcap.net
tblack@bpcap.net
by Monday, h
by Monday: c
October
ober 27, 2008.
27, 2008.
the undersigned
IN WITNESS WHEREOF, the
IN executed this
bas executed
undersigned has Consent as
Written Consent
this Written the
of the
as of
.f2i_
fig day October, 2008.
of October,
day of 2008.
W:
LIMITED PARTNER:
W
Individuals:
For Individuals:
For
Name:
For Entities: FM?” PMWEgg [f
By:
QJ<~
Namé:
Title:
£42: five} c
D-1687841_3.DOC
D- 1687841 _3.DOC

EXHIBIT A-21

BP Capital Energy Equity Fund, L.P.
1st Q
Quarter Results 2008
This report contains performance information for BP Capital Energy Equity Fund, L.P. (“Fund I”)
and BP Capital Energy Equity Fund II, L.P. (“Fund II” and, collectively with Fund I, the “Fund”).
Performance Commentary
The Fund was down 21% net for the first quarter
quarter. The Fund came into the year with a small net long position in equities
and crude oil and a larger short position in natural gas. The majority of the loss for the quarter was due to being short
natural gas during February and early March. Entering 2008, we were bearish on natural gas for several reasons. These
included rapidly growing domestic production, storage inventories at record levels entering the winter, and a slowing U.S.
economy. We were correct in our analysis of production, but two major bullish factors emerged that were more
powerful. First, LNG imports to the United States fell off dramatically. This was caused by cold weather and increased
demand from Europe and Asia, and several unanticipated operational issues with international coal production that caused
natural gas to be burned as a substitute. Second, the weather in the U.S. caused much larger winter withdrawals than we
had anticipated. The U.S. drew about 2.3 TCF from storage, which was the largest amount since 2002 2002-2003.
2003. As the
fundamentals changed for natural gas, we covered our short but the price of natural gas moved up significantly during the
quarter and the Fund incurred the biggest quarterly drawdown since 2nd quarter 2002.
Comparative Performance (Net) 1Q 2008

BP Capital Energy Equity Fund I (closed 12/31/04) -21.0%
BP Capital Energy Equity Fund II* (started 2/1/05) -21.0%
S&P 500 Index -9.5%
S&P Supercom Energy Index 12.7%
OSX Index -6.6%
Crude Oil 6.2%
Natural Gas 31.4%

* Fund II has the same investment characteristics as Fund I and a substantially identical portfolio.
Investment Outlook
We believe natural gas fundamentals are improving given the recent developments in supply and demand. Due to low
beginning storage levels for the injection season, we believe it could be challenging to return to prior year storage levels
before next winter. While production is set to grow substantially in 2008, LNG imports are likely to be lower than last year
and Canadian production should continue to disappoint. Therefore, it appears to us, increased production plus any
incremental supply one can get at the margin is required to ensure storage is refilled. The largest unknowns are summer
weather and hurricane activity, but even after the large price increases in the first quarter, natural gas is priced very cheaply
relative to heating oil.
oil We believe we are in a balanced/tight market,
market but natural gas is currently priced for a
loose/balanced market.
After oil reached record levels of over $110 per barrel in the first quarter, it has retraced and entered a $100-$110
range. Volatility is heightened and daily price movements are driven by a host of factors including a weak U.S. dollar,
inflation concerns and recession fears. We have been surprised by the strength of crude given the weakness in the U.S.
economy, but this strength further supports our medium and long-term bullish view on the price given declining
deliverability and rising global demand growth.
Although the foregoing contains information about the past investment record of the Funds, it cannot be assured that the Funds will achieve the same results in the future. Depending on
the timing of a person’s investment in one of the Funds, actual investment returns may vary from the returns stated herein. Performance results are estimated, based on both audited and
unaudited results, net of management and performance fees and operating expenses. Such performance results assume that a partner invested in one of the Funds at the inception of the
Fund and has not made additional contributions or withdrawals. Net results also reflect a reinvestment of dividends or other earnings received from investments by the Funds, if any.
There is no assurance that at any time the securities held by the Funds will be securities which comprise any of the indices listed above, and the Funds may have substantial cash
balances and investments in relatively illiquid securities at any time when compared to the securities comprising a listed index. This report is provided for information purposes only
and is not authorized for use as an offer of sale or a solicitation of an offer to purchase investments in the Funds or any affiliated entity. This report is qualified in its entirety by the
more complete information contained in the Confidential Private Placement Memorandum and related subscription materials. This report is confidential and may not be reproduced for
any purpose. TBP Investments Management LLC serves as the Fund’s investment manager and Commodity Pool Operator. Its Form ADV Part II and Privacy Policy are available to
investors upon request.
EXHIBIT A-22

2nd Q
The Fund was up 48
48.1%
1% net for the second quarter.
quarter After the second quarter gains,
ga the Fund is up 17.0%
17 0% net for
2008. While the Fund had gains from both equity and commodity trading during the quarter, the largest driver of
performance came from commodities. On the commodity side, front-month crude oil increased by almost $40 a barrel and
accounted for over 50% of the commodity profit, with natural gas accounting for the remainder. On the equity side, the
Fund made money on long positions in E&P, infrastructure and service companies.
Comparative Performance (Net) 1Q 2008 2Q 2008 2008 YTD

BP Capital Energy Equity Fund I (closed 12/31/04) -21.0% 48.1% 17.0%
BP Capital
C it l Energy
E Equity
E it Fund
F d II* (started
( t t d 2/1/05) -21.0%
21 0% 49 4%
49.4% 18 1%
18.1%
S&P 500 Index -9.5% -2.7% -11.9%
S&P Supercom Energy Index 12.7% 22.2% 38.3%
OSX Index -6.6% 23.9% 17.8%
Crude Oil 6.2% 43.3% 51.3%
Natural Gas 31.4% 29.9% 64.8%

* Fund II has the same investment characteristics as Fund I and a substantially identical portfolio
portfolio.
Investment Outlook
We believe our 2008 natural gas thesis which originated in March has been further supported by developments in the
second quarter. With the exception of production growth, all factors have manifested themselves as bullish. We had cold
weather which lasted into late winter only to be replaced by warmer than expected weather for the first part of
summer. The country has become more dependent on natural gas generation during the summer due to the absence of new
coal plants,
plants and therefore gas demand is more sensitive than ever to extreme weather.
weather In addition
addition, lower imports from
Canada and reduced LNG have led to the year over year storage deficit expanding since the first quarter. We believe the
deficit will reach 400 bcf by the middle of July and at the current pace of injections, storage will finish the summer around
3.25 TCF. This will likely be the lowest beginning winter storage level since 2005 and represents storage that is 85% full.
We believe natural gas prices must rise over the remainder of the year to ensure adequate storage for winter.
Crude oil looks to be fundamentally supported. The seasonal second quarter stock build was far below expectations, and
OECD oil inventory is at a 20 year low. Demand typically rises during the second half of the year, and unless oil supply
suddenly
dd l appears ,we will ill be
b drawing
d i stocks
t k during
d i the th upcoming
i months.th The
Th oilil price
i iis th
the balancing
b l i mechanism
h i for f
supply and demand, and we believe more demand needs to be priced out of the market. Most attention in the oil markets
has been focused on Iran, the dollar and speculative influences on price. We believe the most important factor, underlying
supply and demand, has been generally overlooked and supports higher prices.
Key variables we are watching include summer weather, hurricane activity, Iran and possible congressional action that
could have a short-term impact on commodity markets.
Although the foregoing contains information about the past investment record of the Funds, it cannot be assured that the Funds will achieve the same results in the future Depending on
the timing of a person’s investment in one of the Funds, actual investment returns may vary from the returns stated herein Performance results are estimated, based on both audited and
unaudited results, net of management and performance fees and operating expenses Such performance results assume that a partner invested in one of the Funds at the inception of the
Fund and has not made additional contributions or withdrawals Net results also reflect a reinvestment of dividends or other earnings received from investments by the Funds, if any
balances and investments in relatively illiquid securities at any time when compared to the securities comprising a listed index This report is provided for information purposes only
and is not authorized for use as an offer of sale or a solicitation of an offer to purchase investments in the Funds or any affiliated entity This report is qualified in its entirety by the
more complete information contained in the Confidential Private Placement Memorandum and related subscription materials This report is confidential and may not be reproduced for
any purpose TBP Investments Management LLC serves as the Fund’s investment manager and Commodity Pool Operator Its Form ADV Part II and Privacy Policy are available to
investors upon request
EXHIBIT A-12

3rd Q
The Fund was down approximately 52% net for the quarter, driven by losses in both equity and commodity trading. July was down
approximately 35% and was driven by declining natural gas prices, as described in the update letter previously released. September
was down approximately 20% and was primarily driven by losses on equity positions. Energy equities declined precipitously in
September due to economic fears, the unfolding credit crisis and global liquidation of equity positions. Our short equity positions
performed as expected and declined as much or more as our long equity positions, but our net equity exposure was approximately
65% during this time.
Comparative Performance (Net) 1Q 2008 2Q 2008 3Q2008 2008 YTD
BP Capital Energy Equity Fund (closed 12/31/04) -21.0%
21.0% 48.1% -52.5%
52.5% -44.4%
44.4%
BP Capital Energy Equity Fund II* (started 2/1/05) -21.0% 49.4% -51.7% -42.9%
S&P 500 Index -9.5% -2.7% -8.74% -19.3%
S&P Supercom Energy Index 12.7% 22.2% -35.4% -9.4%
OSX Index -6.6% 23.9% -33.6% -21.3%
Crude Oil 6.2% 43.3% -28.6% 8.9%
Natural Gas 31.4% 29.9% -40.0% -0.1%

Investment Outlook
We believe the economic outlook is poor for the United States and the world. We believe that housing prices should continue to fall
and unemployment is expected to rise further. However, we believe the actions taken by governments around the world will help
alleviate constraints on credit and remove some of the unknown risks plaguing the market.
In the United States, capital budgets are being cut, and producers are being forced to live within their cash flow. For the last month,
wellhead gas prices have been significantly below levels required to drill economic wells in many parts of the country. The rig count
has already begun to decline, and we believe very high decline rates will quickly affect the growth rate of natural gas production. As
always, weather is an important factor, but we believe there is potential for natural gas to present an attractive investment in the
coming months.
Inventory levels for oil and products are low, and there have been no upside supply surprises, however, declining demand has
balanced the market
ket and ca
caused
sed prices tto fall from a high of $145 to abo
aboutt $90 pperr barrel
barrel. OPEC has signaled they
the want
ant to support
s pport
$80-85 oil prices, and we believe OPEC has already begun to cut production. As long as the world does not enter a depression, we
believe oil has limited downside, but until the economy stabilizes, we see the oil market fairly balanced.
We believe energy equities are already pricing in considerably lower oil and gas prices and are good values at current stock
prices. We believe the sector is oversold and presents one of the more fundamentally-sound groups in the market. We believe the
recent sell-off is a result of panic, and prices will recover from current depressed levels. We maintain our net exposure of
approximately 65%.
any purpose TBP Investments Management LLC serves as the Fund’s investment manager and Commodity Pool Operator Its Form ADV Part II and Privacy Policy are available to
EXHIBIT A-24

BP Capital Energy Equity Fund, L. P.
BP Capital Energy Equity Fund Fund II, L. P.
4th 2008 Q
Quarter Results
Entering October the ffund wwass net long
ng equities 62% after exiting commodity positions in September.
September The energy equity prices
declined significantly in October as the broad market fell and the financial conditions worsened. The fund sold its equity
positions in Mid October and went to cash while we waited further clarity on the economic downturn. Approximately 60% of the
full year loss was attributable to equity trading and approximately 40% of the loss was attributable to commodity trading.
Comparative Performance (Net) 1Q 2008 2Q 2008 3Q2008 4Q 2008 2008 YTD
BP Capital Energy Equity Fund I, L.P. (closed 12/31/04) -21.0% 48.1% -52.5% -34.5% -63.5%
BP Capital Energy Equity Fund II, L.P.* (started 2/1/05) -21.0% 49.4% -51.7% -33.4% -62.0%
S&P 500 Index -9.5% -2.7% -8.74% -21.6% -37.0%
S&P Supercom Energy Index 12.7% 22.2% -35.4% -29.0% -37.3%
OSX Index -6.6% 23.9% -33.6% -46.2% -59.5%
Crude Oil 6.2% 43.3% -28.6% -45.5% -42.1%
Natural Gas 31.4% 29.9% -40.0% -23.8% -22.0%

* Fund II has he same investment characteristics as Fund I and a substantially identical portfolio.
Performance Data (Net) Since Inception 2001 2002 2003 2004 2005 2006 2007
BP Capital Energy Equity Fund I, L.P. (closed 12/31/04) 14.3% -26.1% 119.6% 48.7% 88.6% 19.6% 24.4%
BP Capital Energy Equity Fund II, L.P.* (started 2/1/05) - - - 72.5% 19.1% 24.4%
Investment Outlook
Naturall gas markets
k are clearly
l l oversupplied li d at the
h moment, but
b there
h are competing i bullish
b lli h andd bearish
b i h forces.
f O the
On h bbullish
lli h
front, winter weather has been extremely cold which has helped to prop up natural gas prices so far this winter. In addition, there
are meaningful declines in cap ex and operating drilling rigs which will serve to tighten the market eventually. However,
industrial demand is very weak, offsetting most of the increases in residential and heating demand. And most importantly, the gas
supply is still strong and will probably not show signs of declines until this summer. Therefore, we see downward pressure on the
natural gas price during the first quarter. Natural gas equities are pricing in gas above current levels, as the market views lower
prices as unsustainable. Over the medium term we agree with this. Therefore we believe the equities will be driven by the broad
market as much as they will be by commodity prices.
Oil prices
i are bbeing
i actively
i l supported d bby OPEC
OPEC, bbut we bbelieve
li ffurther
h cuts will
ill bbe required
i d to stabilize
bili theh market
k at hi
higher
h
prices. Currently, storage is full, demand is weak, and OPEC cuts have a lag time. As always non compliance within OPEC will
be an issue and the burden of supporting prices will fall to Saudi Arabia. We do believe they will be successful, but it is hard to
imagine a world of significantly higher prices in the current environment.
The consensus for the economy is stabilization in mid 2009, slow growth by the end of 2009, and trend growth in 2010. We are
skeptical that the bursting of a bubble as large as the housing and credit bubbles will be resolved by the end of this year. We
believe deleveraging and deflation are powerful forces that will be with us longer than the consensus believes.
any purpose TBP Investments Management LLC serves as the Fund’s investment manager and Commodity Pool Operater Its Form ADV Part II and Privacy Policy are available to
EXHIBIT A-25

BP Capital
Energy Equity Fund I (closed 12/31/04)
Energy Equity Fund II (started 2/1/05)
2nd Quarter Results
The BP Capital Energy Equity Funds earned a profit in each month of the second quarter which proved challenging
given the elevated levels of volatility. Funds I and II ended the quarter with a gain of 10.4% net. The second quarter
saw natural gas prices continue to decline with two short-term exceptions in April and June. Both times saw short covering
and profit taking drive up the price only for the rally to fail and natural gas continued to make new lows. Crude oil was strong,
rising to new highs during the quarter, led by the strength of gasoline demand and geopolitical tension.
Equity markets were volatile due to comments from the Federal Reserve and fears of a pending economic slowdown
due to higher interest rates and oil prices. Performance of equities was varied with most names flat to down, but select
outperformers rose 10% or more due to merger and acquisition activity in the energy space.
The majority of our profits were made by the commodity performance rather than equities during the second quarter.

BP Capital Energy Equity Fund I (closed 12/31/04) 15.1% 10.4% 27.1%
BP Capital Energy Equity Fund II * (started 2/1/05) 14.5% 10.4% 26.5%
S&P 500 Index 2.5% -1.7% 1.1%
S&P Supercom Energy Index -2.3% 2.2% .8%
OSX Index 8.4% 1.2% 9.6%
Crude Oil 5.5% 10.8% 17.0%
Natural Gas -32.2% -15.7% -42.6%
Investment Outlook
With natural gas storage at 80% of estimated capacity, it will become more difficult to inject gas into the system due
to higher line and storage pressures. In order to alleviate the current situation, natural gas prices must go low enough
to stimulate demand and balance the market. In addition to historically high storage levels, North American natural gas
production seems to have turned the corner in terms of higher production levels. We believe natural gas production will
continue to surprise to the upside until natural gas prices fall and remain depressed for an extended period of time, which
should cause the oil and gas industry to slow down its drilling activity.
As we move into the peak demand season for gasoline, attention will soon turn towards the upcoming heating and
hurricane season. Together with bullish seasonality trends, decent underlying demand growth despite higher prices,
and a difficult geopolitical back drop, we expect demand for inventory to stay firm and contribute to higher prices.
Although the foregoing contains information about the past investment record of the named Funds (the “Funds”), it cannot be assured that the Funds will achieve the same
results in the future. Depending on the timing of a person’s investment in one of the Funds, actual investment returns may vary from the returns stated herein. Performance
results are estimated, based on both audited and unaudited results, net of management and performance fees and operating expenses. Such performance results assume that a
partner invested in one of the Funds at the inception of the Fund and has not made additional contributions or withdrawals. There is no assurance that at any time the securities
held by the Funds will be securities which comprise any of the indices listed above, and the Funds may have substantial cash balances and investments in relatively illiquid
securities at any time when compared to the securities comprising a listed index. This report is provided for information purposes only and is not authorized for use as an offer
of sale or a solicitation of an offer to purchase investments in the Funds or any affiliated entity. This report is qualified in its entirety by the more complete information contained
in the Confidential Private Placement Memorandum and related subscription materials. This report is confidential and may not be reproduced for any purpose. TBP Investment
Management, LLC serves as the Fund’s investment manager. Its Form ADV Part II and Privacy Policy are available to investors upon request.

EXHIBIT A-13

4th Quarter Results
and BP Capital Energy Equity Fund II, L.P. (“Fund II” and, collectively with Fund I, the “Funds”).
The Fund was up approximately 9.8% net during the quarter, giving the Fund a net return of 24.4% for the
year. After a down month in January, the Fund had positive returns for the remaining 11 months. The Fund’s
record of 11-1 made it the most consistent year in the Fund’s history, with equity trading having positive returns
every month of 2007. Annual performance was slightly weighted to equity trading. However, commodity
trading was a much larger contributor to performance in the fourth quarter.
The Fund made money on both natural gas and oil trading. Natural gas continued to suffer from higher
production levels and finished the quarter down slightly despite cold winter weather. Crude had another strong
quarter rising from approximately $80 to near $100.
BP Capital Energy Equity Fund I, L.P. (closed 12/31/04) 2.5% 3.7% 6.4% 9.9% 24.4%
BP Capital Energy Equity Fund II, L.P.* (started 2/1/05) 2.7% 3.6% 6.3% 9.8% 24.4%
S&P 500 Index .6% 6.3% 2.0% -4.6% 5.5%
S&P Supercom Energy Index 6.9% 11.7% 4.1% 12.9% 43.0%
OSX Index 7.5% 22.9% 12.1% 4.4% 57.1%
Crude Oil 6.4% 3.9% 8.8% 21.2% 43.9%
Natural Gas 22.7% -8.4% -2.5% 2.1% 10.3%

Investment Outlook
Winter weather has begun colder than normal, and this has supported gas prices between $7 and $8. In the short
term, weather will be the clear driver of performance. In the medium term, however, domestic production is
growing at a rapid pace, and the continued emergence of shale gas plays looks to continue that trend. As long as
production continues to grow, we believe the forward curve for natural gas is likely to trade lower as we move
into the back half of winter.
The oil price remains strong as most of the story remains the same. Non-Opec production continues to
disappoint. We believe Opec wants higher prices despite rhetoric to the contrary, and demand continues to
increase albeit at a slow pace. We believe the long term story is very much intact, but the short term will still be
dictated by economic conditions. We do not believe the slow down in the United States is a great risk to oil
prices, however, potential emerging market weakness could pose a downside risk. For this reason, we like oil
positions that are located further along the crude curve rather than the prompt contracts.
any purpose TBP Investments Management LLC serves as the Fund’s investment manager Its Form ADV Part II and Privacy Policy are available to investors upon request

EXHIBIT A-27

4th Q
Quarter 2010 Results
The Equity Fund was up 2% for 2010. This small gain was driven by equity performance of approximately 8% and negative
performance of approximately -6% from commodity trading and management fees. The positive equity performance was driven by
long positions in E&P and Service companies which rallied sharply during the fourth quarter. The largest gains from long positions
for the year were McMoran and Schlumberger. Short positions in the fund were not profitable as broad markets and money flow
caused the majority of stocks to increase in price during the year. The primary driver of negative commodity performance was the
result of a large decline in crude prices during the month of May and falling gas prices during August.
BP Capital Energy Equity Fund, L.P. (closed 12/31/04) -0.3% -21.7% 8.9% 20.0% 2.0%
BP Capital Energy Equity Fund II, L.P.* (started 2/1/05) -0.3% -22.5% 8.4% 20.39% 0.7%
S&P 500 Index 5.4% -12.1% 11.7% 10.3% 15.1%
S&P Supercom Energy Index -0.3% -16.5% 10.5% 19.4% 13.5%
OSX Index 5.8% -22.2% 20.0% 24.0% 26.9%
Crude Oil 3.6% -8.7% 10.7% 10.5% 14.1%
Natural Gas -20.9% 9.2% -17.7% 8.8% -21.0%

Performance Data (Net) Since Inception 2001 2002 2003 2004 2005 2006 2007 2008 2009 2010
BP Capital Energy Equity Fund, L.P. (closed 12/31/04) 14.3% -26.1% 119.6% 48.7% 88.6% 19.6% 24.4% -63.5% 16.9% 2.0%
BP Capital Energy Equity Fund II, L.P.* (started 2/1/05) - - - - 72.5% 19.1% 24.4% -62.0% 16.3% 0.7%
Investment Outlook
The Fund entered the year long crude oil and,
and to a smaller extent,
extent long natural gas.
gas The oil markets
r tightened
tightene during thee second
se on half
of 2010, caused by increased demand from Asia, Latin America, the Middle East and the United States. It now appears oil demand
increased by over 2 million barrels per day, which is the second largest annual gain ever. OPEC has signaled they are comfortable
with oil prices above$90 and do not plan to meet again until the middle of 2011. We believe the world has enough oil supply to meet
one more year of growing demand before price begins to ration demand. With continued economic recovery and further Chinese
growth, we see no reason oil demand will not grow by at least 1.5 million barrels per day in 2011. We believe fundamentals for oil
are strong and expect higher prices this year as the world begins to bump up against production limits.
The natural gas markets have likely seen the worst of the oversupply. Gas prices remain below economic levels and operators have
begun to lay down rigs now that the majority of their lease holdings are held by production.
production The vast majority of capital
cap al investment
estment
will now be on drilling oil prospects which should help moderate the gas supply growth. At the margin, natural gas continues to
displace coal in the power generation fleet as the lowest cost fuel, and as industrial demand continues to increase, we think the
demand for gas will be strong. However, it appears the United States will exit the winter with ample gas in storage and domestic
production is above last year’s level. This could lead to some weakness in the upcoming shoulder season, but we are not currently
viewing gas prices as an attractive short, primarily because they are below coal prices. We believe the second half of 2011 could
represent a good entry point for a long natural gas play, and we are continually evaluating low-risk ways of being long.
Although the foregoing contains information about the past investment record of the Funds, it cannot be assured that the Funds will achieve the same results in the future.
Depending on the timing of a person’s investment in one of the Funds, actual investment returns may vary from the returns stated herein. Performance results are estimated,
based on both audited and unaudited results, net of management and performance fees and operating expenses. Such performance results assume that a partner invested in
one of the Funds at the inception of the Fund and has not made additional contributions or withdrawals. Net results also reflect a reinvestment of dividends or other earnings
received from investments by the Funds, if any. There is no assurance that at any time the securities held by the Funds will be securities which comprise any of the indices
listed above, and the Funds may have substantial cash balances and investments in relatively illiquid securities at any time when compared to the securities comprising a
listed index. This report is provided for information purposes only and is not authorized for use as an offer of sale or a solicitation of an offer to purchase investments in the
Funds or any affiliated entity. This report is qualified in its entirety by the more complete information contained in the Confidential Private Placement Memorandum and
related subscription materials. This report is confidential and may not be reproduced for any purpose. TBP Investments Management LLC serves as the Fund’s investment
manager and Commodity Pool Operater. Its Form ADV Part II and Privacy Policy are available to investors upon request.
EXHIBIT A-28

V I
'
{I ‘
This report contains performance information for BP Capital Energy Equity Fund, L.P. (“Fund I’)
and BP Capital Energy Equity Fund II, L.P. (“Fund II" and, collectively With Fund I, the “Fund’D.
The Fund was down approximately -16.1% for the second quarter of 2012. The quarter was marked by poor
performance in both equity and commodity positions. The European crisis has morphed into a broader global growth
scare and economically sensitive commodities such as oil have sold off sharply. The Fund entered the quarter net
long about 40%, which was split fairly evenly between equities and commodities. The Fund was actively managed
during the last 3 months with net exposures ranging between 20% and 100%. The maj ority of the loss for the quarter
was in ofMay when energy equities fell nearly 20% and oil fell approximately 15%.
Comparative Performance (Net) 1Q 2012 20 2012 2012 YTD
BP Capital Energy Equity Fund l (closed 12/31l04) 6.1% -1 5.9% -21.0%
BP Capital Energy Equity Fund ll’ (started 211/05) 6.8% -1 6.1% 41.8%
S&P 500 Index 12.6% -2.8% 9.5%
S&P Supercom Energy Index 6.0% 40.6% -5.2%
OSX Index 10.5% -1 5.2% —6.3%
Crude Oil 4.2% -20% -1 1 .9%
Natural Gas -28.8% -30.8% -.4%

'
Fund || has the same investment charaderistics as Fund I and a substantially idemical portfolio.
Investment Outlook
As described in previous letters, the price of oil is dictated by two drivers, the physical fundamentals and the paper
fundamentals. The physical fundamentals are far more important but move at a slower pace and work over longer
periods of time. The financial drivers of oil can be very short—term in nature and unpredictable. The financial drivers
of oil were more important t0 the price over the last quarter and largely over the past year. The most important
financial factor has clearly been Europe. While all market participants recognize the issue, the very different opinions
on the resolution lead t0 volatile markets. We believe the issue is serious, but we also believe the policy response
from governments around the world has begun and will once again be significant. For oil, in many ways the
European situation takes a back seat to the bigger issue currently, Which is China's trajectory. We believe the
government of China has the willpower and the resources to stabilize their economy. There is no question the
Chinese economy has slowed from the last year, but we believe we are much closer to a base than to fall much lower
from here. We have taken the selloff in energy as an opportunity to add to positions and we exited the quarter longer
than at any point this year. We believe oil will strengthen 0n the back of Chinese stimulus, central bank
accommodations from the developed world, restrained production from Saudi Arabia and various geopolitical events.
We believe the oil equities
will perform well in this environment. Natural gas still remains under pressure for the rest
of this year because 0f the lingering surplus in storage, but we believe the 50% reduction in rig count from last year
and now 70% reduction in gas rig count from the 2008 high will curtail production and lead to a much better price
next year. We are being patient, but taking this opportunity to build a long natural gas position for 2013.
Although the foregoing contains information about the past investment record ofthe Funds, it cannot be assured that the Funds will achieve the same results Ln the future Depending on
the timing ofa person’s investment in one ofthe Funds, actual investment returns may vary from the returns stated herein Performance results are estimated, based on both audited and
lmaudited results, net 0f management and perfonnance fees and operating expenses Such performance results assume that a partner invested in one of the Funds at the inception ofthe
Fund and has not made additional contributions or withdrawals Net results also reflect a reinvestment of dividends or other earnings received from investments by the Funds, if any
and is not authorized for use as an offer of sale or a solicitation of an offer Io purchase investments in the Funds or any affiliated entity This report is qualified in its entirety by Ihe
more complete infomation contained in the Confidential Private Placement Memorandum and related subscription materials This report is confidential and may not be reproduced for
any purpose TBP Investments Management LLC serves as the Fund‘s investment manager and Commodity Pool Operater Its Form ADV Part II and Privacy Policy are available to

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This report contains performance information for BP Capital Energy Equity Fund, LP, ("Fund I”)
and BP Capital Energy Equity Fund II, L.P. (“Fund II” and, collectively With Fund l, the "Fund”).
The Equity Fund was up approximately 12% for the first quarter of 201 3. The Fund was profitable 011 both equity and commodity
investments for the quarter, with approximately 55% 0f the performance attributable to equity positions and 45% attributable to
commodity positions. The Fund maintained a net long stance through most of the first quarter 0n both equities and commodities.
The largest drivers 0f positive performance for the equities were positions in refining and domestic E&P companies. The largest
driver of performance 0n the commodity trading was long positions in oil, and to a lesser extent natural gas.
Comparative Performance (Net) 1Q 2013

BP Capital Energy Equity Fund, L.P. (closed 12/31I04)
BP Capital Energy Equity Fund ll, L.P.* (s‘arted 2/1/05)
S&P 500 Index
S&P Supercom Energy Index
OSX Index
Wl'l Crude Oil
Natural Gas
* Fund II has the same investment characteristics as Fund I and a substantially identical portfolio
Investment Outlook
BP Capital expects the oil market to behave in a similar manner as recent years and trade in a range of $100-$125 per barrel. There
willbe periods oftime marked by geopolitical tension and global economic growth which should lead international oil prices to the
upper end of the range. There will also be periods of growth and financial stress that lead oil prices down to the bottom of the
range. Saudi Arabia has made it very clear they will defend prices below $100, and we believe that to be the case. We believe the
balance of risk suggests any price break would be to the upside. Most of these risks reside in the Middle East Despite the headlines
surrounding Iran, we believe the most important geopolitical risk is the growing unrest and conflict in Iraq. We believe the oil price
will strengthen during the summer months and we are positioned accordingly.
The natural gas markets have tightened considerably from last year. The late winter weather across the United States has led to
tighter gas balances and higher gas prices. Over the remainder of the year, we believe production will be in a slow decline and
industrial demand will continue to strengthen. There is still power generation demand which is burning natural gas instead of coal
afier the price collapse of last year. We believe that will all be backed out this year as the price of gas increases, but it will be a
gradual process that plays out over the coming months. We are positioned long natural gas currently, and anticipate remaining long
over the next few months.
The broad equity markets are enjoying a tail wind of reasonable valuations and an incredible amount of accommodation by central
banks around the world, a trend we see continuing for the foreseeable future. After two years of underperformance, we believe 2013
is the year in which energy equities close the performance gap on the broad markets. Strong commodity markets will likely serve as
a catalyst and the valuations on energy stocks could provide an environment of strong performance in many names. Our favorite
sectors include domestic E&P's and refining companies.
Although the foregoing contains information abuut the past investment record ofthe Funds, it cannot be assured that the Funds will achieve the same results in the future Depending on
the timing ofa person’s investment in one ofthe Funds, actual investment retums may vary from the returns stated herein Performance results are estimated, based on both audited and
lmaudited results, net 0f management and performance fees and operating expenses Such performance results assume that a partner invested in one of the Funds at the inception ofthe
Fund and has not made additional contributions or withdrawals Net results also reflect a reinvestment of dividends or other earnings received from investments by the Funds, if any
balances and investments in relatively illiquid securities at any time when compared to the securities comprising a listed index This report is provided for infurmation purposes only
and is not authorized for use as an offer of sale 0r a solicitation of an offer Io purchase investments in the Funds or any affiliated entity This report is qualified in its entirety by Ihe
more complete infomation contained in the Confidential Private Placement Memorandum and related subscription materials This report is confidential and may not be reproduced for
any pmpose TBP Investments Management LLC serves as Ihe Fund’s investment manager and Commodity Pool Operator [L9 Form ADV Part II and Privacy Policy axe available to
EXHIBIT A-30

2nd Quarter Results 2013
The equity fund was down approximately 6.0% for the second quarter 2013, leaving the Fund up approximately 6% for
2013. The negative quarterly performance was primarily attributable to commodity trading. Equity performance was
also negative for the quarter but only to a small extent. Brent performed much worse than WTI, declining from $110 to
$102 per barrel. For comparison, the front month WTI declined by about $0.75 per barrel. The Fund held long positions
in WTI and Brent and took losses on both. Energy equities performed well for the first 2 months of the quarter but, in
June, energy equities declined sharply with the rest of the market after the FOMC raised concerns about the pace of
ending its special liquidity programs.
BP Capital Energy Equity Fund I (closed 12/31/04) 12.4% <5.9>% 5.8%
BP Capital Energy Equity Fund II* (started 2/1/05) 12.6% <5.8>% 6.0%
S&P 500 Index 10.6% 3.4% 13.8%
S&P Supercom Energy Index 10.5% 2.3% 12.5%
OSX Index 11.9% 4.9% 15.7%
Crude Oil 3.3% -3.1% .2%
Natural Gas 16.5% -10.4% 4.5%

Investment Outlook
Coming into the quarter, the Fund had reduced exposure to oil investments. There were two primary reasons including,
we believed oil was at the top end of its price range and the second quarter is seasonally a soft spot for demand. We were
correct in our assessment, but were too quick to add back long oil exposure. Oil fell to approximately $100 per barrel
late in the quarter as the Fed scared many in the market with talk of ceasing quantitative easing and concerns over the
strength of Chinese economy. We used this opportunity to add to our long oil position at favorable prices. We believe
oil demand has troughed for the year and will be increasing as summer progresses. We believe oil supply growth in the
United States continues to grow but not enough to change the short-term picture of oil balances. In addition, unrest in the
Middle East has escalated with developments in Libya, Egypt and Iraq. The likelihood of supply disruptions in one of
these areas is fairly high for the remainder of the year and with oil prices coming into the third quarter at the low end of
the range, we believe this is an excellent time to be long oil.
As mentioned above, energy equities performed well for the entire quarter until the last week when the Fed selloff hit
outperformers, like energy. The large underperformance of energy equities to the broader market still exists, but is
beginning to close. We believe energy stocks represent good growth at very reasonable multiples. If we are correct on
the direction of oil prices in the short term, we believe this will further support equity valuations. We took the selloff as
an opportunity to cover our shorts and are long energy producers and service companies as we enter the third quarter.
any purpose TBP Investments Management LLC serves as the Fund’s investment manager and Commodity Pool Operater Its Form ADV Part II and Privacy Policy are available to
EXHIBIT A-31

BP Capital Energy Equity Funqu P.” yr
31E Capital
k
7
Energy Equity and und ._ ME ,
2013 Results
This report contains performance information for BP Capital Energy Equity Fund, L.P. (“Fund I’)
and BP Capital Energy Equity Fund II, L.P. (“Fund Il"and, collectively With Fund I, the “Fund?
The Equity Fund was up approximately 8% for 2013. The Fund was profitable 0n both commodity and equity trading, but the majority 0f gains came
from commodity trading. Fourth quarter performance was disappointing and was driven by negative performance 0n equity trading. The Fund was long
producers, service companies and refiners during the fourth quarter. The broad markets rallied, but as oil prices fell, energy stocks generally declined as
well.
Comparative Performance (Net) 1Q 2013 ZQ 2013 302013 4Q 2013 2013 YTD
BP Capital Energy Equity Fund, L.P. (closed 12I31I04) 12.4% <5.9>% 8.5% <7.0>% 6.7%
BP Capital Energy Equity Fund ll, L.P.* (started 2I1I05) 12.6% <5.8>% 8.5% <6.0>% 8.1%
S&P 500 Index 10.6% 3.4% 4.7% 5.6% 32.3%
S&P Supercom Energy Index 10.5% 2.3% 12.7% 4.5% 28.7%
OSX Index 11.9% 4.9% 6.4% -.9% 29.6%
Crude Oil 3.3% -3.1 % 3.6% .9% 2.8%
Natural Gas 16.5% -1 0.4% 0.6% 13.3% 16.3%

‘
Fund ll has the same investment characteristics as Fund | and a substantially identical portfolio.
Performance Data Net Sincelnce-tion 2001 2002 2003 2004 2005 2006 2007 2008 2009 2010 2011 2012 2013
BPCapitalEnergyEquityFund,L.P.(closed 12/31I04) 14.3% -26.1°/a 119.6% 48.7% 88.6% 19.6% 24.4% -63.5“/u 16.9% 2.0% -11.8% 43.6% 6.7%
BF Capital Energy Equlty Fund II, L.P.‘(started 2I1ID5) - - - - 72.5% 19.1% 24.4% 62.0% 16.3% 0.7% 41.8% -14.5 8.1%
Investment Outlook
As we enter 2014, the Fund is positioned long energy equities, long crude oil and long natural gas.
Crude oil appears set t0 rally, in our opinion. The local WTI market will change dramatically in the first quarter as the Marketlink pipeline is turned on.
We believe this will lead to substantial draw outs of Cushing and to higher WTI prices. The market saw a preview of this event last summer and we
witnessed WTI prices briefly price at parity t0 Brent. We see no reason the same scenario will not repeat itself this winter.
Brent’s speculator positioning very low as we enter the new year. Inventories are well below normal around the globe and we believe the global
is
economy is While we acknowledge global supply additions could be above demand growth for 2014, it is too early t0 confidently say.
relatively healthy.
In fact, the same argument has been made the last two years only to find out supply additions disappoint and demand growth exceeds expectations, We
believe more important variables for 2014 oil prices are Iran, Libya and Iraq. We believe these three countries are in a precarious position and are more
likely t0 get worse than they are to get better. If there is no improvement in their production levels, then we believe the price of oil will be supported in
20 l4,
Natural gas could be poised for higher prices this winter. The country has 100 years of undrilled locations, but it takes time and money to drill and expand
production. During any given winter, the price of gas is still dictated largely by the weather and inventory levels. December 2013 was one 0f the coldest
starts t0 a winter in 30 years. Weather models through January appear to show more abnormally cold weather. We believe the market has lost sight of
how volatile gas can be in Winter and is underestimating how high gas prices could g0 if conditions stay colder than normal. We are long natural gas for
the winter and believe it represents an excellent risk/ reward at these levels.
Our equity exposure is comprised ofnatural gas producers, North American service companies and select oil producers. We believe gas inventory levels
more gas drilling this summer to ensure full storage for winter. We think this is a phenomenon which has not occurred in many years and will
will require
"
Alt
I‘ ‘.".“.‘I ‘ ‘ '." .."'
oughthe {0"oegoingcntains informatiofl about the pas’t inv stment reoru. of the Funds, it annot be assured that the Funds wil .a'cheve te same esults in the future
" ' “ “¢
Depending on the timing of a person’s investment in nne of the Funds, actual investment returns may vary from the returns stated herein. Performance results are estimated,
based on both audited and unaudited results, net of management and performance fees and operating expenses. Such performance results assume that a partner invested in
one of the Funds at the inception of the Fund and has not made additional contributions nr withdrawals. Net resuhs also reflect a reinvestment of dividends or other earnings
received from investments by the Funds, if any. There is no assurance that at any time the securities held by the Funds will be securities which comprise any of the indices
listed above, and the Funds may have substantial cash balances and investments in relatively illiquid securities m any time when compared to the securities comprising a
listed index. This report is provided for information purposes only and is not authorized for use as an offer of sale or a snlicimtion of an offer to purchase investments in the
Funds or any affiliated entity. This report is qualified in its entirety by the more complete information contained in the Confidential Priva‘e Placement Memorandum and
related subscription materials. This report is confidential and may not be reproduced for any purpose. TBP Investments Management LLC serves as the Fund’s investment
manager and Commodity Pnnl Operator. Its Form ADV Part II and Privacy Policy are available to investnrs upon request.
REQUESI ,,
IOR1~ “I
n EQUEST i:o FIIDRAWAL FORM
WITHDRAWAL FO RM
W 9.445
,_.—
I /3 0 aQJ!i._
f
Gas £\
Dared:
Dated;
4(LL/Qwi /l/ JPN}
{WA
I r
To:
To: BF Capital
OP Capital Energy Fund IL
Equity Fund
Energy Equity L.P.
II, L.P.
c/o Tl::JI'
cr’u TBI' Investments Maoagemem, LLC
Investments Management, LLC
260 Commons West
Preston ("nnmnms
2,60 Prcslun Wml
81 Il?
81 7 P1 cstun Road
Preston Rand
Dallas, Texas 75225
Dallas.
Dear
Dear Sir
SLr or Madam:
01'
The undersigned limIrcd

'l'he undersigned (the "“Limited
pa1tner (the
limited pamlcr Partner") ol‘BP
Limited Partner“) Energy Equ
Capital Energy
of BP Cupilal Equily Fuml II. LP,
ity Fund L.P. (the
(1hr: "F1111d")
“I-‘muf'j
||.
hereby L'cquesls thal

hereby requests lhflt the from thc
withdraw from
tbe Fund withdraw Pai1ner's capital
Limi ted Partner's
the Limited account in
capilal account
‘m
1hr: (the "Cap/111/
the Fund (the “Cupiml
Acco1111t") and
Account”) and pay amount to
following amount
the Iblluwjng
pay (In: lo the
[ho l,imiled Partner as
Limited Partner below:
directed hclnw:
as dircuicnl
(please rm:- 1!f

fuflr‘u.’ one
(plane i11iliul uf'a’he fnlloll;11g )
lltc .fhflmving)
the balance of
entire balance
[he entire th e Limited
ufilu: Partner's Capital
Limited Purlner‘s Account
Capital Account
,f__ s$ {).MJ.
QM• I
coo
(va
ll
next available
liu: next
onn the date (the
withdrawal date
available wilhdrawul {the "With Date") following
drmval Dare“)
”Wilfrdr’mml of this
receipt of
following receipt Request for
lhis Request Wit11drnwnl.
for Wimdmwal.
The Limi ted Partner
The Limilcd acknowledges mu]
Partner acknowledges and agrees
agrees Ihul th is Request
that lhis Withdrawal is
for Withdrawal
Requcsl for Ls subject to all lhc
subject tu the tenns
terms and
11‘]
conditions set for

conditions set forth in the
th in Amended and
the Amcndcd nnd Restated of Limited Partnership
Agreement ofLunited
Restated Agreement of the Fund.
Partnership ofthc as amended‘
Fund. as umended. This
'l‘his
Requcsl Withdrawa l must

for Withdrawal
Request fur must be
bu: reccivcd least ninety
nt least
received at ninc-zy [9(3) days prior
(90) (lays toon Withdrawal
prior lu Dam
Withdrawal Date.
Please provide instructions

Please provide instructions far the account
for lhc account to cash proceeds
the cush
which the
to which procuuds of Ill:
rol‘ be sent
withdrawal may bc
the withdrawal sent by wire
by win:
tran sfor:
transfer:
E&éélMfié/ Name offlzmk

r54? / grlctr‘r/y} 5H 1006 5/?
——
Address
ABA
Bank
of Bank,
Address 0f
Number
ABA Numhcr
Account Number
Name Under Which Account ls IHeld

Account ls leld
9f
_‘
shall be
proceeds shall
Withdrawal proceeds
NOTE: Withdrawal paid In
be paid to the From which the
accounl from
the same account llle Investor’s in 1he
invest ment in
Investor's inveslmem Fund
thc Fund
was originally remitted, unless BP

was migiually remitted, unless BF Capital
Capital Management,
Managemcm, L.P .•
L.P.. in
in its
ils sole
snlc discretion,
discretion. agrees
agrees otherwise.
otherwise,
M
MAM 7 ///ti
mi;
/JJ!4
/
1,}.J//e111jwwu
rttA.1K-
~natuAAf Limited Pmt
inaluru fLimited
Yr,yy'lluly
z'
s
Partper
Jc:. J. (VIV r( fL.
er
yours,
truly yums.
(Prim name)
(Print name)
REQUEST FOR
REQUEST WITHDRAWAL FORM
FOR WI'I'HDIhUVAL

DC-l 8-06290
MARK HENNICK, and

and §§ IN
1N THE DISTRICT COURT
FLOYD PARTNERS LIMITED PARTNERSHIP, §§
§§
Plaintiffs,
Plaintiffs, §§
§§
v.
v. §§ OF
0F DALLAS COUNTY TEXAS
§§
BP CAPITAL ENERGY EQUITY FUND II,11, L.P.,
L.P., §§
BP CAPITAL MANAGEMENT,
MANAGEMENT, L.P.,
L.P., §§
TBP INVESTMENTS MANAGEMENT
MANAGEMENT,, L.L.C.,
L.L.c., §§
BP CAPITAL ENERGY FUND MASTER II, II, L.P.,
L.P., §§
BP CAPITAL INTERNATIONA
INTERNATIONALL §§
MANAGEMENT,, INC.,
MANAGEMENT INC, THOMAS BOONE §
§
PICKENS, ROBERT STILL WELL, RONALD
STILLWELL, §§
BASSETT, and
and BRIAN BRADSHAW §§
§§ .
Defendants.
Defendants. §§ 101
101“ST JUDICIAL DISTRICT
0F WILLIAM MARSH
AFFIDAVIT OF
OF TEXAS
STATE 0F §
§
§
§
COUNTY 0F
OF DALLAS §§
BEFORE ME, the

the undersigned
undersigned Notary
Notary Public,
Public, on this day personally
this day appeared William
personally appeared William
Marsh, known
Marsh, to me to
t0 to be
be the
the person
person whose name is
is subscribed
subscribed below,
below, who being
being duly sworn,
duly sworn,
deposed and
deposed and states as follows:
states as follows:
1.
l. My name is
is William
William Marsh.
Marsh. I am over
over twenty-one
I twenty-one years of age,
years of age, have never been
never been
convicted of
convicted of aa felony or other
felony or other crime
crime involving
involving moral
moral turpitude, and suffer
turpitude, and suffer from no mental or
n0 mental or
physical disability
physical disability that
that would render
render me incompetent
incompetent to
to make this affidavit.
this affidavit.
2.
2. I am able
I able to
to swear,
swear, and
and II hereby
hereby do swear, that the
swear, that the facts
facts stated in this
stated in this Affidavit
Affidavit are
are
true
true and correct
correct and are
are within personal knowledge
within my personal knowledge or
or are to me through
are known to through my duties
duties
and responsibilities
and as counsel
responsibilities as counsel for
for the
the Defendants
Defendants in
in this litigation.
this litigation.
AFFIDAVIT OF WILLIAM MARSH Page 1l

Page

3.
Exhibit B-1
B-l is
is a
a true
true and
and correct
correct copy
copy of the
the BrokerCheck
BrokerCheck
Report for Mark Eugene Hennick
Report for Hennick generated
generated by
by the
the Financial
Financial Industry
Industry Regulato ry Authority
Regulatory Authority
("FINRA "). The BrokerCheck
(“FINRA”). BrokerCheck Report
Report for
for Mark Eugene Hennick is publicly available
is publicly at the
available at the
following
following URL: https://files.brokercheck.finra.org/individual/individual_1
https://files.brokercheck.finra.org/individual/individual_ l 111029.p df.
1029.pdf.
1 1
FURTHE
FURTHERR AFFIANT
AFFIANT SA
SAYETH
YETH NOT.
4w/C/
William Marsh
SWORN TO AND SUBSCR IBED before

SUBSCRIBED before me on this
this / Ifl‘day of July,
July, 2018.
201 8.
i’
l~ay
kg/filar ikfl/(aflflx x~
Not y
y Public
Public in
1n and for the
for the
~'""''''
~~~YPIJ.''.- c:~\i'Nt-
Mimi HH» ,~, ill.WAY
AWAY
State
State of Texas
..~~*·•·•··~'~
~.. J08:
Notary Public State
~·:ti .. Notary Public. of Texas
State of Texas
~~·· ,:.:.§ Comm . E;. pires 01·29·2022
~,,"}·or""
•l1m11'~~ _ _ 1,lOtlHY I0 131427384
AFFIDAV IT 0F
AFFIDAVIT OF WILLIAM MARSH Page 22

EXHIBIT B-1

Fll'll'a'
BrokerCheck Report
MARK EUGENE HENNICK
CRD# 1111029

www.finra.org/brokercheck
Flnra'
Dear Investor:
FINRA has generated the following The information in this report is not the only
BrokerCheck report for MARK EUGENE resource you should consult. FINRA recommends
HENNICK. The information contained within that you learn as much as possible about the
has been provided by a FINRA
this report individual broker or brokerage firm from other
member firm(s) and securities regulators as sources, such as professional references, local
part of the securities industry’s registration
and licensing process and represents the
most current information reported to the
consumer and investment groups, or friends and
family members who already have established
investment business relationships.
0
Central Registration Depository (CRD®) Using this site/information means that you
system. FINRA BrokerCheck governed by federal law,
is accept the FINRA BrokerCheck Terms and
Securities and Exchange Commission (SEC) Conditions. A complete list of Terms and
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FINRA believes the general public should law, and may provide additional information on
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you should also consider requesting information
0
conduct, business with a FINRA member or from your state securities regulator. Refer t0
For additional information about the contents of
any of the member's associated persons. To www.nasaa.org for a complete list of state
this report,please refer to the User Guidance or
that end, FINRA has adopted a public securities regulators.
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©2010 FINRA‘ All rights reserved. ~ MARK EUGENE HENNICK

OF

EQUITY FUND II, L.P. (THE “PARTNERSHIP”) HAVE NOT BEEN REGISTERED UNDER THE
SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), THE SECURITIES LAWS OF ANY
STATE OR ANY OTHER APPLICABLE SECURITIES LAWS IN RELIANCE UPON EXEMPTIONS
FOR SALE, PLEDGED, HYPOTHECATED, SOLD, ASSIGNED OR TRANSFERRED AT ANY TIME
EXCEPT IN COMPLIANCE WITH (i) THE ACT, ANY APPLICABLE STATE SECURITIES LAWS
AND ANY OTHER APPLICABLE SECURITIES LAWS; AND (ii) THE TERMS AND CONDITIONS
INTERESTS MAY NOT BE TRANSFERRED OF RECORD EXCEPT IN COMPLIANCE WITH
PARTNERSHIP. THEREFORE, PURCHASERS OF SUCH INTERESTS WILL BE REQUIRED TO
D-1293805_6.DOC

www finra.org/brokercheck
Broker Qualifications
V
Fl n l'a
Industry Exams this Broker has Passed
This section includes all principal/supervisory, general product/industry, and/or state securities law exams that the broker has passed. Under certain, limited
circumstances, a broker may receive a waiver of an exam requirement based on a combination of previous exams passed and qualifying work experience.
Likewise, a new exam requirement may be grandfathered based on a broker’s specific qualifying work experience. Information regarding instances of exam
waivers or the grandfathering of an exam requirement are not included as part of the BrokerCheck report.
This individual has passed 1 principallsupervisory exams, 3 general industrylproduct exams, and 1 state securities law exam.
Exam Class Exam Name Category Date

Principal/Supervisory Exams General Securities Principal Examination Series 24 2/1/1986
General Industry/Product Exams Interest Rate Options Examination Series 5 6/27/1 983
General Industry/Product Exams National Commodity Futures Examination Series 3 4/18/1983
General Industry/Product Exams General Securities Representative Examination Series 7 3/19/1983
State Securities Law Exams Uniform Securities Agent State Law Examination Series 63 3/28/1983
and continuing education requirements, as well as the examinations administered by

Additional information about the securities industry’s qualifications FINRA to
brokers and other securities professionals can be found at http://www.finra.org/|ndustry/Compliance/Registration/QualificationsExams/index.htm.
©2010 FINRA. All rights rcscrvcd‘ ~ MARK EUGENE HENNICK
DEFENDANTS’ MOTION FOR SUMMARY JUDGMENT Page 499‘

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Flnl'a'
Registration History
Previously Registered with the Following FINRA Firms

FINRA records show this broker previously held FINRA registrations with the following firms:
Registration Dates Firm Name CRD # Branch Location
08/25/1989 to 02/20/1990 FIRST AFFILIATED SECURITIES, INC. 23737 ANCHORAGE AK

01/03/1989 to 08/25/1989 PFG SECURITIES, INC. 15401 ANCHORAGE AK
01/13/1986 to 12/21/1988 PRIVATE LEDGER FINANCIAL SERVICES, INCORPORATED 6413 ANCHORAGE AK
07/21/1984 to 11/30/1985 FSC SECURITIES CORPORATION 7461 ANCHORAGE AK
11/04/1983 to 06/25/1984 WEDBUSH, NOBLE, COOKE, INC 877 LOS ANGELES CA
03/25/1983 to 09/07/1983 FOSTER & MARSHALL/AMERICAN EXPRESS INC. 321 NEW YORK NY
©2010 FINRA. All rights rcscrvcd‘ ~ MARK EUGENE HENNICK

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Disclosure of Regulatory Events

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0 _ _ _
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— Please ”0193
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reported by more than one source
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This report provides the information as it was reported to CRD by the individual broker, a member firm(s), and/or by securities industry regulators. Some ofthe
specific data fields contained in the report may be blank if the information was not provided to CRD.
©2010 FINRA. A11 rights reserved. ~ MARK EUGENE HENNICK
DEFENDANTS’ MOTION FOR SUMMARY JUDGMENT Page 50]

6.5. Indemnification...........................................................................................................14
6.6. General Partner as Limited Partner ............................................................................15
6.7. Other Activities...........................................................................................................15
6.8. Approval and Meetings...............................................................................................16
6.9. Reserves......................................................................................................................16
6.10. Soft Dollar Arrangements...........................................................................................17
ARTICLE 7 ACCOUNTS AND REPORTS...................................................................................17

7.1. Books and Records .....................................................................................................17
7.2. Periodic and Annual Reports......................................................................................17
7.3. Determination of Taxable Items .................................................................................17
7.4. Tax Returns and Information......................................................................................17
7.5. Tax Matters Partner ....................................................................................................18
7.6. Bank Accounts............................................................................................................18
ARTICLE 8 TRANSFERS AND WITHDRAWALS .....................................................................18

8.1. General Partner ...........................................................................................................18
8.2. Limited Partners .........................................................................................................18
8.3. Legend ........................................................................................................................19
8.4. Basis Adjustment........................................................................................................19
8.5. Permitted Withdrawals ...............................................................................................20
8.6. Required Withdrawals ................................................................................................21
8.7. Effective Date of Withdrawal.....................................................................................21
8.8. Limitations on Withdrawal.........................................................................................21
ARTICLE 9 DISSOLUTION ..........................................................................................................21

9.1. Causes .........................................................................................................................21
9.2. Reconstitution.............................................................................................................21
9.3. Interim Manager .........................................................................................................22
9.4. Bankruptcy Provisions................................................................................................22
ARTICLE 10 WINDING UP AND TERMINATION ......................................................................22

10.1. General........................................................................................................................22
10.2. Court Appointment of Liquidator...............................................................................23
10.3. Liquidation..................................................................................................................23
10.4. Creation of Reserves...................................................................................................24
10.5. Final Audit..................................................................................................................24
ARTICLE 11 MISCELLANEOUS ...................................................................................................24

11.1. Notices ........................................................................................................................24
11.2. Interpretation ..............................................................................................................25
11.3. Terms ..........................................................................................................................25
11.4. References ..................................................................................................................25
11.5. Severability.................................................................................................................25
11.6. No Third-Party Beneficiary ........................................................................................25
11.7. Absolute and Sole Discretion .....................................................................................25
11.8. Binding Effect.............................................................................................................25
11.9. Complete Agreement ..................................................................................................25
11.10. Additional Documents and Acts.................................................................................26
11.11. Counterparts................................................................................................................26
11.12. Reliance on Authority.................................................................................................26
D-1293805_6.DOC ii

11.13. Amendment.................................................................................................................26
11.14. Title to Property..........................................................................................................26
11.15. Other Business............................................................................................................26
11.16. Partition Rights ...........................................................................................................26
11.17. Representations...........................................................................................................26
11.18. Power of Attorney.......................................................................................................27
11.19. Confidentiality ............................................................................................................27
D-1293805_6.DOC iii

OF

“Agreement”) is made as 0f the
15‘
day of February, 2005, by and among BP Capital Management, L.P., a
Delaware limited partnership, as the general partner “General Partner”), and those individuals or
(the
any additional limited partners, the “Limited Partners”), who together hereby continue a limited
partnership (the “Partnership? under the Act. (The General Partner and the Limited Partners are herein
collectively called the “Partners.”)
WITNESSETH:
WHEREAS,the Partnership was formed on January 20, 2005, under the Act (as herein defined),
and Agreement shall replace in its entirety the Agreement 0f Limited Partnership of the Partnership
this
dated January 20, 2005 (the “Original Agreement”);
Securities primarily through the Master Fund (as each such term is hereinafter defined);
AGREEMENT:
NOW, THEREFORE, t0 amend and restate the entire Original Agreement of the Partners With
respect to their rights and obligations as Partners and With respect t0 the Partnership and its affairs, and
ARTICLE 1
CONTINUATION
1.1. Continuation. The Partners hereby continue the Partnership pursuant to the Act.
The General Partner hereby admits the Limited Partners who are a party to this Agreement, and the
Partners hereby amend and restate the Original Agreement in its entirety on the terms of this Agreement.
the Act.
1.2. Name. The name 0f the Partnership is “BP Capital Energy Equity Fund II, L.P.”
The General Partner is authorized t0 make any variations in the Partnership’s name that the General
Partner may deem necessary 0r advisable; provided, however, such name shall contain the words
“Limited Partnership” or the letters “L.P.” 0r “LP” or the equivalent translation thereof.
D—1293805_6.DOC

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FILED

CAUSE NO. DC-18-06290

MARK HENNICK, and § IN THE DISTRICT COURT

DEFENDANTS’ MOTION FOR SUMMARY JUDGMENT

INTRODUCTION AND SUMMARY OF ARGUMENT ............................................................. 1

DEFENDANTS’ MOTION FOR SUMMARY JUDGMENT Page i

DEFENDANTS’ MOTION FOR SUMMARY JUDGMENT Page ii

Abry Partners V, L.P. v. F & W Acquisition LLC,

Acme Propane, Inc. v. Tenexco, Inc.,

AKB Hendrick, LP v. Musgrave Enters., Inc.,

Anheuser-Busch Cos., Inc. v. Summit Coffee Co.,

Benchmark Elecs., Inc. v. J.M. Huber Corp.,

Bever Props., LLC v. Jerry Huffman Custom Builder, L.L.C.,

BP Am. Prod. Co. v. Marshall,

Brumbaugh v. Princeton Partners,

C & A Inv., Inc. v. Bonnet Res. Corp.,

Ca. Pub. Emps.’ Ret. Sys. v. ANZ Sec., Inc.,

Carr v. CIGNA Sec., Inc.,

Chapter 7 Tr. Constantino Flores v. Strauss Water Ltd.,

DEFENDANTS’ MOTION FOR SUMMARY JUDGMENT Page iii

Computer Assocs. Int’l, Inc. v. Altai, Inc.,

Cooperativa de Ahorro y Credito Aguada v. Kidder, Peabody & Co.,

Dallas Market Ctr. Dev. Co. v. Beran,

Dodds v. Cigna Sec., Inc.,

Douglass v. Panama, Inc.,

Drucker v. Just for Feet, Inc.,

Exxon Mobil Corp. v. Drennen,

Forest Oil Corp. v. McAllen,

Galbraith Eng’g Consultants v. Pochucha,

Gallier v. Woodbury Fin. Servs., Inc.,

Gerin v. Aegon USA, Inc.,

Gilford v. Texas First Bank,

Howard v. Burlington Ins. Co.,

Hunton v. Guardian Life Ins. Co.,

DEFENDANTS’ MOTION FOR SUMMARY JUDGMENT Page iv

In re Hyperion Sec. Litig.,

In re JD Edwards World Sols. Co.,

In re Towers Fin. Corp. Noteholders Litig.,

ITT Commercial Fin. Corp. v. Riehn,

JPMorgan Chase Bank, N.A. v. Orca Assets G.P., L.L.C.,

Ligon v. Deloitte, Haskins & Sells,

LVI Group Invs., LLC v. NCM Group Holdings, LLC,

Marshall v. Priceline.com Inc.,

Martinez Tapia v. Chase Manhattan Bank, N.A.,

Mathews v. Kidder, Peabody & Co., Inc.,

DEFENDANTS’ MOTION FOR SUMMARY JUDGMENT Page v

McGonagle v. Stewart Title Guar. Co.,

Methodist Healthcare Sys. of San Antonio, Ltd., v. Rankin,

Metro Commc’n Corp. BVI v. Advanced Mobilecomm Techs. Inc.,

Mikob Properties, Inc. v. Joachim,

Miller Glob. Props., LLC v. Marriott Int’l, Inc.,

Monsanto Co. v. Boustany,

Nat’l Prop. Holdings, L.P. v. Westergren,

O’Connor v. Atherio, Inc.,

Olkey v. Hyperion 1999 Term Tr., Inc.,

OpenGate Capital Group LLC v. Thermo Fisher Sci. Inc.,

Pettiette v. New York Life Ins. Co.,

Phoenix Equity Group LLC v. BPG Justison P2 LLC,

Pope v. Vial, Hamilton, Koch & Knox, L.L.P.,

Prairie Capital III, L.P. v. Double E Holding Corp.,

DEFENDANTS’ MOTION FOR SUMMARY JUDGMENT Page vi

Provident Life & Accident Ins. Co. v. Knott,

RAA Mgmt., LLC v. Savage Sports Holdings, Inc.,