Exhibit
        10.1

       

      PURCHASE
        AGREEMENT

       

      by
        and among 

       

      PRO
        LP CORP.

       

      a
        Delaware corporation and

       

      PRO
        GP CORP.

       

      a
        Delaware corporation

       

      collectively,
        as Selling Parties,

       

      and

       

      BREITBURN
        ENERGY PARTNERS L.P.

       

      a
        Delaware limited partnership,

       

      as
        Buyer,

       

      for
        the purchase and sale of

       

      all
        the limited liability company interests of

       

      BREITBURN
        MANAGEMENT COMPANY LLC

       

      a
        Delaware limited liability company

       

      owned
        by Pro LP Corp. and Pro GP Corp.


       

      dated
        as of June 17, 2008


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      TABLE
        OF CONTENTS

       

      
        	 	 	
                Page

              
	
                

                  
                    ARTICLE I

                  

                

              	 
	
                DEFINITIONS

              	 
	 	 	 
	
                ARTICLE
                  II

              	 
	
                SALE
                  AND PURCHASE

              	 
	 	 	 
	
                Section
                  2.1

              	
                Agreement
                  to Sell and to Purchase

              	
                5

              
	
                Section
                  2.2

              	
                Certain
                  Deliveries at Closing

              	
                6

              
	
                Section
                  2.3

              	
                Purchase
                  Price

              	
                6

              
	 	 	 
	
                ARTICLE
                  III

              	 
	
                REPRESENTATIONS
                  AND WARRANTIES OF SELLING PARTIES

              	 
	 	 	 
	
                Section
                  3.1

              	
                Organization

              	
                6

              
	
                Section
                  3.2

              	
                Capitalization
                  of GP Entities; Title

              	
                7

              
	
                Section
                  3.3

              	
                Subsidiaries;
                  Equity Interests

              	
                8

              
	
                Section
                  3.4

              	
                Validity
                  of Agreement; Authorization

              	
                8

              
	
                Section
                  3.5

              	
                No
                  Conflict or Violation

              	
                8

              
	
                Section
                  3.6

              	
                Consents
                  and Approvals

              	
                8

              
	
                Section
                  3.7

              	
                Tax
                  Matters

              	
                9

              
	
                Section
                  3.8

              	
                Absence
                  of Undisclosed Liabilities

              	
                9

              
	
                Section
                  3.9

              	
                Compliance
                  with Laws

              	
                9

              
	
                Section
                  3.10

              	
                Litigation

              	
                10

              
	
                Section
                  3.11

              	
                Contracts

              	
                10

              
	
                Section
                  3.12

              	
                Brokers

              	
                10

              
	
                Section
                  3.13

              	
                Employee
                  Plans

              	
                10

              
	
                Section
                  3.14

              	
                No
                  Other Representations

              	
                12

              
	 	 
	
                ARTICLE
                  IV

              	 
	
                REPRESENTATIONS
                  AND WARRANTIES OF BUYER

              	 
	 	 	 
	
                Section
                  4.1

              	
                Organization

              	
                12

              
	
                Section
                  4.2

              	
                Validity
                  of Agreement; Authorization

              	
                12

              
	
                Section
                  4.3

              	
                No
                  Conflict or Violation

              	
                13

              
	
                Section
                  4.4

              	
                Consents
                  and Approvals

              	
                13

              
	
                Section
                  4.5

              	
                Brokers

              	
                13

              
	
                Section
                  4.6

              	
                Financial
                  Ability

              	
                13

              
	 	 
	
                ARTICLE
                  V

              	 
	
                COVENANTS

              	 
	 	 	 
	
                Section
                  5.1

              	
                Further
                  Assurances

              	
                13

              
	
                Section
                  5.2

              	
                Commercially
                  Reasonable Efforts

              	
                13

              


      

       

      
        
          
          

        

        
          i

          
            

          

        

        
          
          

        

      

      


      
        	
                Section
                  5.3

              	
                Confidential
                  Information

              	
                14

              
	
                Section
                  5.4

              	
                Tax
                  Covenants

              	
                14

              
	
                Section
                  5.5

              	
                Director
                  Resignations

              	
                15

              
	
                Section
                  5.6

              	
                Directors’
                  and Officers’ Indemnification and Insurance

              	
                15

              
	
                Section
                  5.7

              	
                Equity
                  and Equity-Related Compensation Plans

              	
                16

              
	
                Section
                  5.8

              	
                Employment
                  Agreements

              	
                17

              
	
                Section
                  5.9

              	
                Post-Closing
                  Post Closing Payments to Selling Parties and Affiliates

              	
                18

              
	 	 
	
                ARTICLE
                  VI

              	 
	
                CLOSING
                  DELIVERIES-SELLING PARTIES

              	 
	 	 	 
	
                Section
                  6.1

              	
                Receipt
                  of Documents

              	
                18

              
	
                Section
                  6.2

              	
                Consents
                  and Approvals

              	
                18

              
	
                Section
                  6.3

              	
                Director
                  Resignations

              	
                18

              
	
                Section
                  6.4

              	
                Transition
                  Services Agreement

              	
                18

              
	
                Section
                  6.5

              	
                Contemporaneous
                  Closing Under the Common Unit Agreement

              	
                18

              
	
                Section
                  6.6

              	
                Amendment
                  of Administrative Services Agreement with BECLP, Operations and
                  Proceeds
                  Agreement and Surface Operating Agreement; Termination of Omnibus
                  Agreement

              	
                18

              
	 	 
	
                ARTICLE
                  VII

              	 
	
                CLOSING
                  DELIVERIES-BUYER

              	 
	 	 	 
	
                Section
                  7.1

              	
                Receipt
                  of Documents

              	
                19

              
	
                Section
                  7.2

              	
                Consents
                  and Approvals

              	
                19

              
	
                Section
                  7.3

              	
                Contemporaneous
                  Closing Under the Common Unit Agreement

              	
                19

              
	 	 
	
                ARTICLE
                  VIII

              	 
	
                [RESERVED]

              	 
	 	 
	
                ARTICLE
                  IX

              	 
	
                SURVIVAL;
                  INDEMNIFICATION

              	 
	 	 	 
	
                Section
                  9.1

              	
                Survival

              	
                19

              
	
                Section
                  9.2

              	
                Indemnification
                  Coverage

              	
                19

              
	
                Section
                  9.3

              	
                Procedures

              	
                21

              
	
                Section
                  9.4

              	
                Waiver
                  of Consequential, Etc

              	
                22

              
	
                Section
                  9.5

              	
                Compliance
                  with Express Negligence Rule

              	
                22

              
	
                Section
                  9.6

              	
                Remedy

              	
                22

              
	
                Section
                  9.7

              	
                Tax
                  Treatment of Indemnity Payments

              	
                22

              
	 	 
	
                ARTICLE
                  X

              	 
	
                MISCELLANEOUS
                  PROVISIONS

              	 
	 	 	 
	
                Section
                  10.1

              	
                Publicity

              	
                22

              
	
                Section
                  10.2

              	
                Successors
                  and Assigns; No Third Party Beneficiaries

              	
                22

              
	
                Section
                  10.3

              	
                Investment
                  Bankers, Financial Advisors, Brokers and Finders

              	
                23

              
	
                Section
                  10.4

              	
                Fees
                  and Expenses

              	
                23

              


      

       

      
        
          
          

        

        
          ii

          
            

          

        

        
          
          

        

      

      


      
        	
                Section
                  10.5

              	
                Notices

              	
                23

              
	
                Section
                  10.6

              	
                Entire
                  Agreement

              	
                23

              
	
                Section
                  10.7

              	
                Amendments

              	
                23

              
	
                Section
                  10.8

              	
                Severability

              	
                23

              
	
                Section
                  10.9

              	
                Titles
                  and Headings

              	
                25

              
	
                Section
                  10.10

              	
                Signatures
                  and Counterparts

              	
                25

              
	
                Section
                  10.11

              	
                Enforcement
                  of the Agreement; Damages

              	
                25

              
	
                Section
                  10.12

              	
                Governing
                  Law

              	
                25

              
	
                Section
                  10.13

              	
                Disclosure

              	
                25

              
	
                Section
                  10.14

              	
                Consent
                  to Jurisdiction

              	
                26

              


      

       

      
        	
                EXHIBITS

              	 	 
	 	 	 
	
                Exhibit
                  2.2(a)(i)

              	 	
                Pro
                  LP Bill of Sale

              
	
                Exhibit
                  2.2(a)(ii)

              	 	
                Pro
                  GP Bill of Sale

              
	
                Exhibit
                  5.5

              	 	
                Director
                  Resignations

              
	
                Exhibit
                  6.4

              	 	
                Transition
                  Services Agreement

              
	
                Exhibit
                  6.6(a)

              	 	
                Amendment
                  to Administrative Services Agreement

              
	
                Exhibit
                  6.6(b)

              	 	
                Amendment
                  to Operations and Proceeds Agreement

              
	
                Exhibit
                  6.6(c)

              	 	
                Amendment
                  to Surface Operating Agreement

              
	
                Exhibit
                  6.6(d)

              	 	
                Termination
                  of Omnibus Agreement

              


      

       

      
        	
                Disclosure Schedules

              	 	 
	 	 	 
	
                Schedule
                  2.3

              	 	
                Purchase
                  Price Allocation

              
	
                Schedule
                  3.1

              	 	
                Organization

              
	
                Schedule
                  3.2(a)

              	 	
                Preferential
                  Rights

              
	
                Schedule
                  3.3

              	 	
                Selling
                  Parties’ Subsidiaries; Equity Interests

              
	
                Schedule
                  3.5

              	 	
                Selling
                  Parties’ No Conflict or Violation

              
	
                Schedule
                  3.6

              	 	
                Selling
                  Parties’ Consents and Approvals

              
	
                Schedule
                  3.7(b)

              	 	
                Selling
                  Parties’ Tax Matters

              
	
                Schedule
                  3.8

              	 	
                Selling
                  Parties’ Material Indebtedness or Liability

              
	
                Schedule
                  3.9

              	 	
                Selling
                  Parties’ Compliance with Laws

              
	
                Schedule
                  3.10

              	 	
                Selling
                  Parties’ Litigation

              
	
                Schedule
                  3.11

              	 	
                Selling
                  Parties’ Contracts

              
	
                Schedule
                  3.12

              	 	
                Selling
                  Parties’ Brokers

              
	
                Schedule
                  3.13(b)

              	 	
                Employee
                  Plans

              
	
                Schedule
                  4.3

              	 	
                Buyer’s
                  No Conflict or Violation

              
	
                Schedule
                  4.4

              	 	
                Buyer’s
                  Consents and Approvals

              
	
                Schedule
                  4.6

              	 	
                Buyer’s
                  Brokers

              
	
                Schedule
                  5.9

              	 	
                Post-Closing
                  Payments to Selling Parties and
                  Affiliates

              


      

       

      
        
          
          

        

        
          iii

          
            

          

        

        
          
          

        

      


      PURCHASE
        AGREEMENT

       

      THIS
        PURCHASE AGREEMENT (this “Agreement”)
        is
        made and entered into as of this 17th day of June, 2008, by and among PRO
        LP
        CORP., a Delaware corporation (“Pro
        LP”),
        and
        PRO GP CORP., a Delaware corporation (“Pro
        GP,”
and
        collectively with Pro LP, the “Selling
        Parties”),
        and
        BREITBURN ENERGY PARTNERS L.P., a Delaware limited partnership (“Buyer”).
        

       

      W
        I T N E S S E T H:

       

      WHEREAS,
        Pro LP
        holds limited liability company interests (the “Pro
        LP LLC Interests”)
        comprising 95.15% of the outstanding limited liability company interests
        in
        BreitBurn Management Company, LLC, a Delaware limited liability company
        (“BreitBurn
        Management”);

       

      WHEREAS,
        Pro GP
        holds membership interests (the “Pro
        GP LLC Interests,”
and
        collectively with the Pro LP LLC Interests, the “Sellers’
        LLC Interests”)
        comprising approximately 0.4% of the outstanding membership interests in
        BreitBurn Management;

       

      WHEREAS,
        BreitBurn Management holds all of the issued and outstanding limited liability
        company interests in BreitBurn GP, LLC, a Delaware limited liability company
        (“BreitBurn
        GP”
and,
        together with BreitBurn Management, the “GP
        Entities”);

       

      WHEREAS,
        BreitBurn GP is the sole general partner of BreitBurn Energy Partners L.P.,
        a
        Delaware limited partnership (the “Partnership”),
        and
        BreitBurn GP owns a 0.66473% general partner interest in the Partnership
        (the
“GP
        Interest”);

       

      WHEREAS,
        other
        than the GP Interest, the Partnership also has outstanding common units
        representing limited partner interests in the Partnership (the “Common
        Units”);

       

      WHEREAS,
        Pro LP
        and Pro GP own certain Common Units, representing an approximate 21.5% limited
        partner interest in the Partnership, which are being sold to Buyer
        contemporaneously herewith pursuant to a separate Purchase Agreement among
        Pro
        LP, Pro GP and Buyer of even date herewith (the “Common
        Unit Agreement”);

       

      WHEREAS,
        Buyer
        desires to purchase the Sellers’ LLC Interests from the respective Selling
        Parties and be admitted to BreitBurn Management as a substitute member of
        BreitBurn Management, and each Selling Party desires to sell the Sellers’ LLC
        Interests owned by it to Buyer and cease to be a member of BreitBurn Management,
        in each case upon the terms and subject to the conditions set forth in this
        Agreement; and

       

      WHEREAS,
        as of
        the date hereof, Provident Energy Ltd., an Alberta corporation (“Seller
        Parent”),
        has
        entered into a Guaranty Agreement (the “Seller
        Parent Guaranty”)
        in
        favor of Buyer and the other Buyer Indemnified Parties, pursuant to which
        the
        Seller Parent has guaranteed the performance by the Selling Parties of all
        of
        their obligations under this Agreement and the Transaction
        Documents. 

       

      
        
          
          

        

        
          1

          
            

          

        

        
          
          

        

      

       

      NOW,
        THEREFORE,
        in
        consideration of the mutual terms, conditions and other agreements set forth
        herein, the parties hereto hereby agree as follows:

       

      ARTICLE
        I

      DEFINITIONS

       

      As
        used
        herein, the following terms have the following meanings:

       

      “Affiliate”
of
        a
        Person means a Person that directly or indirectly, through one or more
        intermediaries, controls, is controlled by, or is under common control with,
        the
        first-mentioned Person.

       

      “Agreement”
has
        the
        meaning assigned to such term in the Preamble.

       

      “BECLP”
means
        BreitBurn Energy Company L.P., a Delaware limited partnership.

       

      “Bidder
        Confidentiality Agreements”
has
        the
        meaning assigned to such term in Section
        5.3(b).

       

      “Bills
        of Sale”
has
        the
        meaning assigned to such term in Section
        2.2(a)(ii).

       

      “BreitBurn
        GP”
has
        the
        meaning assigned to such term in the Recitals.

       

      “BreitBurn
        GP LLC Agreement”
has
        the
        meaning assigned to such term in Section
        3.2(b).

       

      “BreitBurn
        Management”
has
        the
        meaning assigned to such term in the Recitals.

       

      “BreitBurn
        Management LLC Agreement”
has
        the
        meaning assigned to such term in Section
        3.2(a).

       

      “Buyer”
has
        the
        meaning assigned to such term in the Preamble.

       

      “Buyer
        Indemnified Parties”
has
        the
        meaning assigned to such term in Section
        9.2(a).

       

      “Closing”
has
        the
        meaning assigned to such term in Section
        2.1(b).

       

      “Closing
        Date”
has
        the
        meaning assigned to such term in Section
        2.1(b).

       

      “Code”
has
        the
        meaning assigned to such term in Section
        3.7(b).

       

      “Common
        Unit Agreement”
has
        the
        meaning assigned to such term in the Recitals.

       

      “Common
        Units”
has
        the
        meaning assigned to such term in the Recitals.

       

      “Controlled
        Group Liability”
has
        the
        meaning assigned to such term in Section
        3.13(a)(i).

       

      “Deductible”
has
        the
        meaning assigned to such term in Section
        9.2(c)(ii).


      
        
          
          

        

        
          2

          
            

          

        

        
          
          

        

      

       

      “Encumbrances”
has
        the
        meaning assigned to such term in Section
        2.1(a)(i).

       

      “Equity
        Plan”
or
        “Equity
        Plans”
have
        the meanings assigned to such terms in Section
        3.13(a)(v).

       

      “ERISA”
has
        the
        meaning assigned to such term in Section
        3.13(a)(ii).

       

      “ERISA
        Affiliate”
has
        the
        meaning assigned to such term in Section
        3.13(a)(vi).

       

      “Exchange
        Act”
means
        the Securities Exchange Act of 1934, as amended.

       

      “Governmental
        Authority”
has
        the
        meaning assigned to such term in Section
        3.5.

       

      “GP
        Entities”
has
        the
        meaning assigned to such term in the Recitals.

       

      “GP
        Entity Plan”
has
        the
        meaning assigned to such term in Section
        3.13(a)(iii).

       

      “GP
        Interest”
has
        the
        meaning assigned to such term in the Recitals.

       

      “Indemnified
        Officers and Directors”
has
        the
        meaning assigned to such term in Section
        5.6(b).

       

      “Indemnified
        Parties”
has
        the
        meaning assigned to such term in Section
        9.2(c)(iii).

       

      “Indemnifying
        Party”
has
        the
        meaning assigned to such term in Section
        9.2(c)(iii).

       

      “Knowledge
        of the Selling Parties”
shall
        mean the actual knowledge, without inquiry, of Thomas W. Buchanan, David
        I.
        Holm, Daniel J. O’Byrne and Mark N. Walker.

       

      “Legal
        Proceeding”
has
        the
        meaning assigned to such term in Section
        3.10.

       

      “License”
or
        “Licenses”
shall
        mean all consents, licenses, permits, certificates, franchises, authorizations
        and approvals issued or granted to any GP Entity, any registration or filing
        with, any Governmental Authority as are necessary for the conduct of each
        GP
        Entity’s business as currently conducted.

       

      “Loss”
or
        “Losses”
has
        the
        meaning assigned to such term in Section
        9.2(a).

       

      “Material
        Adverse Effect”
shall
        mean an adverse effect on the assets, properties, business, operations, or
        financial condition of the GP Entities, taken as a whole, that would have
        a
        material adverse effect on the value of the Sellers’ LLC Interests; provided,
        however,
        that
        none of the following shall be deemed to constitute a Material Adverse Effect:
        (a) any effect resulting from entering into this Agreement or the announcement
        of the transactions contemplated by this Agreement; (b) any effect resulting
        from changes in general market, economic, financial or political conditions
        in
        the area in which any of the GP Entities conduct any business or own any
        assets,
        the United States or worldwide; (c) any effect resulting from changes in
        general
        economic conditions in the industry in which the GP Entities operate or any
        outbreak of hostilities or war; (d) any effect resulting from a change in
        law
        from and after the date of this Agreement; (e) any reclassification or
        recalculation of reserves of the Partnership or any of its Subsidiaries in
        the
        ordinary course of business; (f) any change in the prices of oil, natural
        gas or
        other hydrocarbons; (g) any effect that results from oil and gas exploration,
        production, development, processing, gathering and/or transportation industry
        generally, including the cessation of production from any producing well
        or the
        drilling of an oil or gas well that does not encounter commercial quantities
        of
        oil, gas or other hydrocarbons; and (h) any natural declines in the performance
        of any well of any of the Partnership or any of its Subsidiaries.

       

      
        
          
          

        

        
          3

          
            

          

        

        
          
          

        

      

       

      “Material
        Contract”
has
        the
        meaning assigned to such term in Section
        3.11.

       

      “Organizational
        Documents”
shall
        mean certificates of incorporation, by-laws, certificates of formation, limited
        liability company operating agreements, partnership or limited partnership
        agreements or other formation or governing documents of a particular
        entity.

       

      “Partnership”
has
        the
        meaning assigned to such term in the Recitals.

       

      “Person”
shall
        mean an individual, corporation, association, trust, limited liability company,
        limited partnership, limited liability partnership, partnership, incorporated
        organization, other entity or group (as defined in Section 13(d)(3) of the
        Exchange Act).

       

      “Plan”
has
        the
        meaning assigned to such term in Section
        3.13(a)(iv).

       

      “Pre-Existing
        Equity Plans Obligations”
has
        the
        meaning assigned to such term in Section
        5.7.

       

      “Pro
        GP”
has
        the
        meaning assigned to such term in the Preamble.

       

      “Pro
        GP Bill of Sale”
has
        the
        meaning assigned to such term in Section
        2.2(a)(ii).

       

      “Pro
        GP LLC Interests”
has
        the
        meaning assigned to such term in the Recitals.

       

      “Pro
        LP”
has
        the
        meaning assigned to such term in the Preamble.

       

      “Pro
        LP Bill of Sale”
has
        the
        meaning assigned to such term in Section
        2.2(a)(i).

       

      “Pro
        LP LLC Interests”
has
        the
        meaning assigned to such term in the Recitals.

       

      “Provident
        Plan”
has
        the
        meaning assigned to such term in Section
        3.13(a)(vii).

       

      “Purchase
        Price”
has
        the
        meaning assigned to such term in Section
        2.3.

       

      “SEC
        Reports”
means
        all forms, reports, schedules and statements required to be filed by the
        Partnership with the Securities and Exchange Commission under the Exchange
        Act
        since October 4, 2006.

       

      “Seller
        Indemnified Parties”
has
        the
        meaning assigned to such term in Section
        9.2(b).

       

      “Seller
        Parent”
has
        the
        meaning assigned to such term in the Recitals.

       

      “Seller
        Parent Guaranty”
has
        the
        meaning assigned to such term in the Recitals.


      
        
          
          

        

        
          4

          
            

          

        

        
          
          

        

      

       

      “Sellers’
        LLC Interests”
has
        the
        meaning assigned to such term in the Recitals.

       

      “Selling
        Parties”
has
        the
        meaning assigned to such term in the Preamble.

       

      “Subsidiary”
when
        used with respect to any party means any corporation or other organization
        of
        which such party directly or indirectly owns at least a majority of the
        securities or other interests having by their terms ordinary voting power
        to
        elect a majority of the board of directors or others performing similar
        functions with respect to such corporation or other organization.

       

      “Tax”
or
        “Taxes”
shall
        have the meaning assigned to such term in Section
        3.7(a).

       

      “Tax
        Returns”
shall
        have the meaning assigned to such term in Section
        3.7(a).

       

      “Transaction
        Documents”
shall
        mean the agreements, contracts, documents, instruments and certificates provided
        for in this Agreement to be entered into by one or more of the parties hereto
        or
        any of their Affiliates in connection with the sale of the Seller’s LLC
        Interests contemplated by this Agreement, including without limitation the
        Bills
        of Sale and the Seller Parent Guaranty.

       

      “Transfer
        Taxes”
has
        the
        meaning assigned to such term in Section
        5.4(c).

       

      ARTICLE
        II

      SALE
        AND PURCHASE

       

      Section
        2.1 Agreement
        to Sell and to Purchase.

       

      (a) On
        the
        Closing Date (as hereinafter defined) and upon the terms and subject to the
        conditions set forth in this Agreement:

       

      (i) Pro
        LP
        shall sell, assign, transfer, convey and deliver to Buyer, and Buyer shall
        purchase and accept from Pro LP, the Pro LP LLC Interests, free and clear
        of any
        pledges, restrictions on transfer, proxies and voting or other agreements,
        liens, claims, charges, mortgages, security interests or other legal or
        equitable encumbrances, limitations or restrictions of any nature whatsoever
        (“Encumbrances”),
        except for restrictions on transfer arising under applicable securities laws
        or
        as may be set forth in the BreitBurn Management LLC Agreement; and

       

      (ii) Pro
        GP
        shall sell, assign, transfer, convey and deliver to Buyer, and Buyer shall
        purchase and accept from Pro GP, the Pro GP LLC Interests, free and clear
        of any
        Encumbrances, except for restrictions on transfer arising under applicable
        securities laws or as may be set forth in the BreitBurn Management LLC
        Agreement.

       

      (b) The
        closing of such sale and purchase (the “Closing”)
        shall
        take place at 8:00 a.m. (Central Time), on the date hereof (the “Closing
        Date”)at
        the
        offices of Andrews Kurth LLP in Houston, Texas or at such other place as
        the
        parties hereto shall agree in writing.


      
        
          
          

        

        
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      (c) Buyer
        hereby agrees that it is bound by the terms and conditions of the BreitBurn
        Management LLC Agreement. Notwithstanding any provision in the BreitBurn
        Management LLC Agreement, Buyer is deemed admitted to BreitBurn Management
        as a
        substitute member of BreitBurn Management simultaneously with the consummation
        of the transfer of the Sellers’ LLC Interests contemplated hereby, and
        immediately thereafter, each of the Selling Parties shall and do hereby cease
        to
        be a member of BreitBurn Management, and shall thereupon cease to have or
        exercise any right or power as a member of BreitBurn Management. The parties
        hereto agree that the transfer of Sellers’ LLC Interests, the admission of Buyer
        as a substitute member of BreitBurn Management and the Selling Parties ceasing
        to be members of BreitBurn Management, shall not dissolve BreitBurn Management,
        and BreitBurn Management shall be continued without dissolution.

       

      Section
        2.2 Certain
        Deliveries at Closing.

       

      (a) At
        the
        Closing, the Selling Parties shall make the following deliveries to
        Buyer:

       

      (i) Pro
        LP
        shall deliver to Buyer a duly executed bill of sale, in substantially the
        form
        attached hereto as Exhibit
        2.2(a)(i),
        transferring the Pro LP LLC Interests (the “Pro
        LP Bill of Sale”);

       

      (ii) Pro
        GP
        shall deliver to Buyer a duly executed bill of sale, in substantially the
        form
        attached hereto as Exhibit
        2.2(a)(ii),
        transferring the Pro GP LLC Interests (the “Pro
        GP Bill of Sale,”
and
        with the Pro LP Bill of Sale, the “Bills
        of Sale”);
        and

       

      (iii) a
        certificate of non-foreign status of each of the Selling Parties meeting
        the
        requirements of Treasury Regulation Section 1.1445-2(b)(2).

       

      (b) At
        the
        Closing, Buyer shall make payment of the Purchase Price, as provided in
Section
        2.3
        below,
        to the Selling Parties.

       

      Section
        2.3 Purchase
        Price

       

      .
        The
        aggregate purchase price for the Sellers’ LLC Interests (the “Purchase
        Price”)
        shall
        be $9,966,825, subject to adjustment, if applicable, only pursuant to
Section
        9.7.
        At the
        Closing, Buyer shall deliver to the Selling Parties the Purchase Price, which
        shall be paid by wire transfer to the Selling Parties of immediately available
        funds made to such bank account or accounts as designated in writing by the
        Selling Parties on or before the Closing Date. The Purchase Price shall be
        allocated between the Selling Parties in accordance with Schedule
        2.3.

       

      ARTICLE
        III

      REPRESENTATIONS
        AND WARRANTIES OF SELLING PARTIES

       

      As
        of the
        date hereof, each of the Selling Parties hereby represents and warrants,
        jointly
        and severally, to Buyer as follows:

       

      Section
        3.1 Organization.

       

      (a) Each
        of
        Pro LP and Pro GP is a corporation duly formed, validly existing and in good
        standing under the laws of the State of Delaware.


      
        
          
          

        

        
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      (b) Each
        of
        the GP Entities is a limited liability company, duly formed, validly existing
        and in good standing under the laws of Delaware. Each of the GP Entities
        has all
        requisite limited liability company power and authority and all governmental
        licenses, authorizations, permits, consents and approvals to own its respective
        properties and assets and to conduct its business as now conducted, except
        where
        the failure to have such governmental licenses, authorizations, permits,
        consents and approvals would not have a Material Adverse Effect. Each of
        the GP
        Entities is duly qualified to do business as a foreign entity and is in good
        standing in each jurisdiction where the character of the properties owned
        or
        leased by it or the nature of the business conducted by it makes such
        qualification necessary, except where the failure to be so qualified or in
        good
        standing would not individually or in the aggregate have a Material Adverse
        Effect. Schedule
        3.1
        sets
        forth for each GP Entity all of the jurisdictions in which such GP Entity
        is
        qualified to do business.

       

      Section
        3.2 Capitalization
        of GP Entities; Title.

       

      (a) Pro
        LP
        and Pro GP are members of BreitBurn Management with the percentage membership
        interests in BreitBurn Management set forth in the Recitals to this Agreement.
        The Pro LP LLC Interests are owned of record and beneficially by Pro LP,
        and the
        Pro GP LLC Interests are owned of record and beneficially by Pro GP. All
        of such
        Sellers’ LLC Interests have been duly authorized and validly issued in
        accordance with the First Amended and Restated Limited Liability Company
        Agreement of BreitBurn Management, dated as of October 10, 2006 (the
“BreitBurn
        Management LLC Agreement”),
        are
        fully paid (to the extent required by the BreitBurn Management LLC Agreement)
        and nonassessable (except as such nonassessability may be affected by Section
        18-607 of the Delaware Limited Liability Company Act). Except as set forth
        in
Schedule
        3.2(a)
        the
        BreitBurn Management LLC Agreement, there are no preemptive or other rights
        to
        subscribe for or to purchase, nor any restriction upon the voting or transfer
        of, any interest in BreitBurn Management pursuant to any agreement to which
        any
        of BreitBurn Management or the Selling Parties is a party or to which any
        of
        them may be bound. Except as set forth in Schedule
        3.2(a),
        there
        are no outstanding options, warrants or similar rights to purchase or acquire
        any equity interests in BreitBurn Management. Each of the Selling Parties
        has
        valid and marketable title to the Sellers’ LLC Interest owned by it, free and
        clear of any Encumbrances (other than (i) restrictions on transfer arising
        under
        applicable securities laws or as set forth in Schedule
        3.2(a),
        or (ii)
        as may be set forth in the BreitBurn Management LLC Agreement).

       

      (b) BreitBurn
        Management is the sole member of BreitBurn GP. The BreitBurn GP LLC Interests
        are owned of record and beneficially by BreitBurn Management. All of such
        BreitBurn GP LLC Interests have been duly authorized and validly issued in
        accordance with the Limited Liability Company Agreement of BreitBurn GP,
        dated
        as of October 10, 2006 (the “BreitBurn
        GP LLC Agreement”),
        are
        fully paid (to the extent required by the BreitBurn GP LLC Agreement) and
        nonassessable (except as such nonassessability may be affected by Section
        18-607
        or 18-804 of the Delaware Limited Liability Company Act). Except as set forth
        in
        the BreitBurn GP LLC Agreement, there are no preemptive or other rights to
        subscribe for or to purchase, nor any restriction upon the voting or transfer
        of, any interest in BreitBurn GP pursuant to any agreement to which any of
        BreitBurn GP or BreitBurn Management is a party or to which any of them may
        be
        bound. There are no outstanding options, warrants or similar rights to purchase
        or acquire any equity interests in BreitBurn GP. BreitBurn Management has
        valid
        and marketable title to the BreitBurn GP LLC Interests, free and clear of
        any
        Encumbrances (other than (i) restrictions on transfer arising under applicable
        securities laws, or (ii) as may be set forth in the BreitBurn GP LLC
        Agreement).


      
        
          
          

        

        
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      Section
        3.3 Subsidiaries;
        Equity Interests.
        Except
        as set forth on Schedule
        3.3,
        BreitBurn Management does not have any Subsidiaries, and does not own, directly
        or indirectly, any shares of capital stock, voting rights or other equity
        interests or investments in any other Person.

       

      Section
        3.4 Validity
        of Agreement; Authorization.
        Each of
        the Selling Parties has the power and authority to enter into this Agreement
        and
        the Transaction Documents to which it is party and to carry out its obligations
        hereunder and thereunder. The execution and delivery of this Agreement and
        such
        Transaction Documents and the performance of the Selling Parties’ obligations
        hereunder and thereunder have been duly authorized by the Board of Directors
        of
        Pro LP and the Board of Directors of Pro GP, as applicable, and no other
        proceedings on the part of any of the Selling Parties are necessary to authorize
        such execution, delivery and performance. This Agreement and the Transaction
        Documents to which any of the Selling Parties is party each have been duly
        executed and delivered by each of the Selling Parties, as applicable, and
        constitute such Selling Party’s valid and binding obligation enforceable against
        such Selling Party in accordance with its terms (except to the extent that
        its
        enforceability may be limited by applicable bankruptcy, insolvency,
        reorganization or other similar law affecting the enforcement of creditors’
rights generally or by general equitable principles).

       

      Section
        3.5 No
        Conflict or Violation.
        The
        execution, delivery and performance of this Agreement and the Transaction
        Documents to which each of the Selling Parties is party by each of the Selling
        Parties does not: (a) violate or conflict with any provision of the
        Organizational Documents of any Selling Party or either of the GP Entities;
        (b)
        violate any applicable provision of law, statute, judgment, order, writ,
        injunction, decree, award, rule, or regulation of any foreign, federal, state
        or
        local government, court, arbitrator, agency or commission or other governmental
        or regulatory body or authority (“Governmental
        Authority”);
        (c)
        violate, result in a breach of, constitute (with due notice or lapse of time
        or
        both) a default or cause any obligation, penalty or premium to arise or accrue
        under any material contract, lease, loan agreement, mortgage, security
        agreement, trust indenture or other agreement or instrument to which any
        of the
        Selling Parties or GP Entities is a party or by which any of them is bound
        or to
        which any of their respective properties or assets is subject; (d) result
        in the
        creation or imposition of any Encumbrance upon any of the properties or assets
        of any of the GP Entities; or (e) result in the cancellation, modification,
        revocation or suspension of any License of any of the GP Entities, except
        in the
        cases of clauses (b) through (e) above, as set forth on Schedule
        3.5
        or as
        would not have a Material Adverse Effect.

       

      Section
        3.6 Consents
        and Approvals.
        Except
        as disclosed on Schedule
        3.6,
        no
        consent, approval, waiver or authorization of, or filing, registration or
        qualification with, any Governmental Authority or any other Person (on the
        part
        of any of the Selling Parties or GP Entities) is required for any such party
        to
        execute and deliver this Agreement or to perform its respective obligations
        hereunder, except for such consents, approvals, waivers or authorizations
        or
        filings, registrations or qualifications the failure to obtain which would
        not
        have a Material Adverse Effect.


      
        
          
          

        

        
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      Section
        3.7 Tax
        Matters.

       

      (a) For
        purposes of this Agreement, “Tax
        Returns”
shall
        mean returns, reports, exhibits, schedules, information statements and other
        documentation filed or required to be filed in connection with the calculation,
        determination, assessment or collection of any Tax and shall include any
        amended
        returns. For purposes of this Agreement, “Tax”
or
        “Taxes”
shall
        mean any and all federal, state, local, foreign and other taxes of whatever
        kind
        (including any interest, penalties or additions to the tax imposed in connection
        therewith or with respect thereto).

       

      (b) Except
        as
        disclosed on Schedule
        3.7(b),
        to the
        Knowledge of the Selling Parties (i) each of the GP Entities has filed (or
        joined in the filing of) when due (taking into account any extensions of
        time
        within which to file) all Tax Returns required by applicable law to be filed
        with respect to each of the GP Entities and all such Tax Returns were true,
        correct and complete in all material respects as of the time of such filing,
        other than those Tax Returns the failure of which to file or to be true,
        correct
        and complete would not have a Material Adverse Effect; (ii) all Taxes due
        and
        owing by the GP Entities on or prior to the Closing Date have been paid (except
        for Taxes that are being contested in good faith); (iii) there is no action,
        suit, proceeding, investigation, audit or claim now pending against any of
        the
        GP Entities in respect of any material Tax assessment; (iv) no written claim
        has
        been made by any Tax authority of a jurisdiction in which a GP Entities does
        not
        currently file a Tax Return that such GP Entity is subject to Tax by such
        jurisdiction, (v) none of the GP Entities has granted an extension of time
        within which to pay its Taxes or file its Tax Returns which extension remains
        in
        effect; (vi) none of the GP Entities has waived or extended any applicable
        statute of limitations for the assessment or collection of Taxes of a GP
        Entity
        which waiver or extension remains in effect; (vii) none of the Selling Parties
        is a “foreign person” within the meaning of Section 1445 of the United States
        Internal Revenue Code of 1986, as amended (the “Code”);
        and
        (viii) BreitBurn Management has made, or shall be eligible to make, an election
        under Section 754 of the Code.

       

      (c) To
        the
        Knowledge of the Selling Parties, each of the GP Entities has, since formation,
        been classified as either a partnership or a disregarded entity for federal
        income tax purposes.

       

      (d) To
        the
        Knowledge of the Selling Parties, there are no Transfer Taxes arising under
        the
        laws of Canada resulting from the transactions contemplated by this
        Agreement.

       

      (e) The
        only
        representations and warranties given in respect of Tax matters are those
        contained in this Section
        3.7
        and none
        of the other representations and warranties herein shall be deemed by the
        parties hereto to constitute, directly or indirectly, a representation or
        warranty in respect of Tax matters.

       

      Section
        3.8 Absence
        of Undisclosed Liabilities.
        Except
        as disclosed on Schedule
        3.8,
        to the
        Knowledge of the Selling Parties, BreitBurn Management has no material
        indebtedness or liability, absolute or contingent, other than (i) pursuant
        to
        the contracts set forth on Schedule
        3.11
        and (ii)
        liabilities of the Partnership.

       

      Section
        3.9 Compliance
        with Laws.
        Except
        with respect to Tax matters (which are provided for in Section
        3.7),
        and
        except as set forth on Schedule
        3.9
        or in
        the SEC Reports, since October 4, 2006, to the Knowledge of the Selling Parties
        the operations of BreitBurn Management have been conducted in material
        compliance with all applicable laws, regulations, orders and other requirements
        of all Governmental Authorities having jurisdiction over BreitBurn Management
        and its assets, properties and operations.


      
        
          
          

        

        
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      Section
        3.10 Litigation.
        Except
        as set forth on Schedule
        3.10,
        to the
        Knowledge of the Selling Parties there are no Legal Proceedings pending or
        threatened against or involving the Selling Parties or either of the GP Entities
        that, individually or in the aggregate, are reasonably likely to (a) have
        a
        Material Adverse Effect or (b) materially impair or delay the ability of
        any of
        the Selling Parties to perform their obligations under this Agreement or
        the
        Transaction Documents or consummate the transactions contemplated hereby
        or
        thereby. Except as set forth on Schedule
        3.10
        or as
        set forth in the SEC Reports, to the Knowledge of the Selling Parties there
        is
        no order, judgment, injunction or decree of any Governmental Authority
        outstanding against any of the Selling Parties or GP Entities that, individually
        or in the aggregate, would have any effect referred to in the foregoing clauses
        (a) and (b). “Legal
        Proceeding”
shall
        mean any judicial, administrative or arbitral actions, suits, proceedings
        (public or private), investigations or governmental proceedings before any
        Governmental Authority.

       

      Section
        3.11 Contracts.
        To the
        Knowledge of the Selling Parties, Schedule
        3.11
        sets
        forth (other than those contracts filed as exhibits to the SEC Reports or
        those
        contracts that are non-recourse to BreitBurn Management and subject to the
        dollar amount limitations of clauses (i) or (ii) below) a true and complete
        list
        of the following contracts, agreements, instruments and commitments to which
        BreitBurn Management is a party or otherwise relating to or affecting any
        of its
        assets, properties or operations, whether written or oral: (i) contracts
        calling
        for payments by or to BreitBurn Management of amounts greater than $500,000
        per
        year; (ii) contracts, loan agreements, letters of credit, repurchase agreements,
        mortgages, security agreements, guarantees, pledge agreements, trust indentures
        and promissory notes and similar documents relating to the borrowing of money
        or
        for lines of credit; and (iii) partnership or joint venture agreements
        (collectively with those contracts filed as exhibits to the SEC Reports,
        “Material
        Contracts”).
        To
        the Knowledge of the Selling Parties, each Material Contract is valid, binding
        and enforceable against BreitBurn Management and each of the other parties
        thereto in accordance with its terms, and in full force and effect on the
        date
        hereof except where a failure to be so valid, binding or enforceable or in
        full
        force and effect would not, individually or in the aggregate, have a Material
        Adverse Effect.

       

      Section
        3.12 Brokers.
        Except
        as disclosed on Schedule
        3.12,
        neither
        of the Selling Parties has employed the services of an investment banker,
        financial advisor, broker or finder in connection with this Agreement or
        any of
        the transactions contemplated hereby for which any of Buyer, BreitBurn
        Management, BreitBurn GP, the Partnership or its subsidiaries would have
        any
        obligation or liability.

       

      Section
        3.13 Employee
        Plans.

       

      (a) 
        For
        purposes of this Section
        3.13,
        the
        following terms have the following meanings:


      
        
          
          

        

        
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      (i) “Controlled
        Group Liability”
means
        any and all liabilities (A) with respect to a multiemployer plan within the
        meaning of section 3(37) of ERISA, (B) under any plan subject to section
        302 or
        Title IV of ERISA, (C) under any plan subject to section 412 or section 4971
        of
        the Code, (D) as result of the failure to comply with the continuation of
        coverage requirements of section 601 et. seq. of ERISA and section 4980B
        of the
        Code, and (E) any and all similar liabilities under analogous provisions
        of any
        foreign laws, regulations or orders. 

       

      (ii) “ERISA”
shall
        mean the Employee Retirement Income Security Act of 1974, as
        amended.

       

      (iii) “GP
        Entity Plan” means
        each material Plan that any of the GP Entities sponsors, maintains or
        contributes to, or to which any of the GP Entities have an obligation to
        contribute, within six years prior to the date of this Agreement, other than
        any
        Equity Plan.

       

      (iv) “Plan”
means
        any of the following: any “employee benefit plan” (within the meaning of Section
        3(3) of ERISA), any plans that would be employee benefit plan if it were
        subject
        to ERISA, such as foreign plans and plans for directors, stock option or
        other
        equity or equity-related compensation plan, stock purchase plan, bonus program,
        incentive plan, cafeteria or flexible benefit plan, deferred compensation
        arrangement, and all other similar employee benefit plans, programs,
        arrangements, policies, or agreements. For the avoidance of doubt, a Person
        is
        not considered to sponsor, maintain, contribute to or have an obligation
        to
        contribute to a “Plan” solely by virtue of being a party to an administrative
        services or similar agreement that requires the Person to reimburse another
        Person with respect to expenses incurred under a Plan sponsored, maintained
        or
        contributed to by that other Person.

       

      (v) “Equity
        Plan” or “Equity Plans” means
        each material compensation plan or employment agreement under which any
        employee, director or consultant of BreitBurn Management has received an
        award
        of incentive compensation (including, without limitation, options, unit
        appreciation rights, restricted phantom units, and performance units) with
        respect to, or related to the value of, the Partnership, BECLP, BreitBurn
        Management or any of their respective Affiliates. 

       

      (vi) “ERISA
        Affiliate,”
        with
        respect to any Person, means any corporation, trade, business or entity under
        common control with such Person, within the meaning of Section 414(b), (c)
        or
        (m) of the Code or Section 4001 of ERISA.

       

      (vii) “Provident
        Plan”
means
        any Plan sponsored, maintained or contributed to by any of the Selling Parties
        or any of their ERISA Affiliates, or to which any of the Selling Parties
        or
        their ERISA Affiliates have an obligation to contribute, within six years
        prior
        to the date of this Agreement, other than the GP Entity Plans and the Equity
        Plans. 

       

      (b) To
        the
        Knowledge of the Selling Parties, Schedule
        3.13(b)
        lists
        each Equity Plan. For the avoidance of doubt, (i) the listing on Schedule
        3.13(b)
        includes
        any employment agreements that describe equity or equity-based incentive
        awards
        that were not granted under any compensation plan applicable to any group
        or
        class of employees (such as phantom options granted pursuant to executive
        employment agreements), (ii) other than with respect to any such employment
        agreements, such listing does not describe individual award agreements entered
        into pursuant to the Equity Plans, and (iii) the individual award agreements
        entered into pursuant to the Equity Plans are included in the definition
        of
“Equity Plans” for purposes of this Agreement despite the fact that they are not
        specifically listed on Schedule
        3.13(b).
        


      
        
          
          

        

        
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      (c) There
        does not now exist, nor do any circumstances exist that could result in,
        any
        Controlled Group Liability of the Selling Parties or any ERISA Affiliate
        of the
        Selling Parties arising out of or in connection with any Provident Plan that
        would be, or could become, a liability following the Closing of the GP Entities,
        the Partnership or any of their ERISA Affiliates. 

       

      Section
        3.14 No
        Other Representations.
        Except
        as and to the extent set forth in this Article
        III,
        neither
        of the Selling Parties nor any other Person makes any representations or
        warranties whatsoever to Buyer, and the Selling Parties hereby disclaim all
        liability and responsibility for any representation, warranty, statement,
        or
        information made, communicated, or furnished (orally or in writing) to Buyer
        or
        its Affiliates or representatives (including any opinion, information,
        projection, or advice that may have been or may be provided to Buyer by any
        director, officer, employee, agent, consultant, or representative of either
        of
        the Selling Parties or any Affiliate thereof) other than as and to the extent
        set forth in this Article
        III.
        Neither
        of the Selling Parties nor any other Person makes any representations or
        warranties to Buyer regarding the probable success or profitability of either
        of
        the GP Entities or their respective businesses, individually or on a
        consolidated basis.

       

      ARTICLE
        IV

      REPRESENTATIONS
        AND WARRANTIES OF BUYER

       

      As
        of the
        date hereof, Buyer hereby represents and warrants to each of the Selling
        Parties
        as follows:

       

      Section
        4.1 Organization.
        Buyer
        is a limited partnership duly formed, validly existing and in good standing
        under the laws of the State of Delaware and has all requisite power and
        authority to own its properties and assets and to conduct its business as
        now
        conducted. Buyer is duly qualified to do business as a foreign entity in
        every
        jurisdiction where the character of the properties owned or leased by it
        or the
        nature of the business conducted by it makes such qualifications
        necessary.

       

      Section
        4.2 Validity
        of Agreement; Authorization.
        Buyer
        has the power and authority to enter into this Agreement and the Transaction
        Documents to which Buyer is a party and to carry out its obligations hereunder
        and thereunder. The execution and delivery of this Agreement and such
        Transaction Documents and the performance of Buyer’s obligations hereunder and
        thereunder have been duly authorized by the board of directors of the general
        partner of Buyer and no other proceedings on the part of Buyer are necessary
        to
        authorize such execution, delivery and performance. This Agreement and the
        Transaction Documents to which Buyer is a party each have been duly executed
        and
        delivered by Buyer and constitute the valid and binding obligation of Buyer
        enforceable against Buyer in accordance with its terms (except to the extent
        that its enforceability may be limited by applicable bankruptcy, insolvency,
        reorganization or other similar law affecting the enforcement of creditors’
rights generally or by general equitable principles).


      
        
          
          

        

        
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      Section
        4.3 No
        Conflict or Violation.
        The
        execution, delivery and performance by Buyer of this Agreement and the
        Transaction Documents to which Buyer is a party does not: (a) violate or
        conflict with any provision of its Organizational Documents; (b) violate
        any
        applicable provision of law, or any order, judgment or decree of any
        Governmental Authority; (c) except as disclosed on Schedule
        4.3,
        violate, result in a breach of, or constitute (with due notice or lapse of
        time
        or both) a default under any contract, lease, loan agreement, mortgage, security
        agreement, trust indenture or other agreement or instrument to which Buyer
        is a
        party or by which it is bound or to which any of its properties or assets
        is
        subject; or (d) result in the creation or imposition of any Encumbrance upon
        any
        of its properties or assets where such violations, breaches, defaults or
        Encumbrances in the aggregate would have a material adverse effect on the
        transactions contemplated hereby or on the assets, properties, business,
        operations, net income or financial condition of Buyer.

       

      Section
        4.4 Consents
        and Approvals.
        Except
        as disclosed on Schedule
        4.4,
        no
        material consent, approval, waiver or authorization of, or filing, registration
        or qualification with, any Governmental Authority or any other Person (on
        the
        part of Buyer), is required for Buyer to execute and deliver this Agreement
        or
        the Transaction Documents to which Buyer is a party or to perform its
        obligations hereunder or thereunder.

       

      Section
        4.5 Brokers.
        Except
        as disclosed on Schedule
        4.6,
        Buyer
        has not employed the services of an investment banker, financial advisor,
        broker
        or finder in connection with this Agreement or any of the transactions
        contemplated hereby.

       

      Section
        4.6 Financial
        Ability.
        Buyer
        has sufficient immediately available funds to pay the Purchase Price at the
        Closing and to effect the transactions contemplated hereby.

       

      ARTICLE
        V

      COVENANTS

       

      Section
        5.1 Further
        Assurances.
        Upon
        the request of Buyer at any time on or after the Closing Date, each of the
        Selling Parties will promptly execute and deliver, or cause the Seller Parent
        to
        execute and deliver, such further instruments of assignment, transfer,
        conveyance, endorsement, direction or authorization and other documents as
        Buyer
        or its counsel may reasonably request in order to perfect title of Buyer
        and its
        successors and assigns to the Sellers’ LLC Interests or otherwise to effectuate
        the purposes of this Agreement.

       

      Section
        5.2 Commercially
        Reasonable Efforts.
        Upon
        the terms and subject to the conditions of this Agreement, each of the parties
        hereto will use all commercially reasonable efforts to take, or cause to
        be
        taken, all action, and to do, or cause to be done, all things necessary,
        proper
        or advisable consistent with applicable law to consummate and make effective
        in
        the most expeditious manner practicable the transactions contemplated
        hereby.


      
        
          
          

        

        
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      Section
        5.3 Confidential
        Information.

       

      (a) For
        two
        (2) years after the Closing, the Selling Parties and their Affiliates shall
        not,
        directly or indirectly, disclose to any Person any information not in the
        public
        domain or generally known in the industry, in any form, whether acquired
        prior
        to or after the Closing Date, relating to the business and operations of
        the GP
        Entities. Notwithstanding the foregoing, the Selling Parties may disclose
        any
        information relating to the business and operations of the GP Entities,
        including financial information, (i) if required by law or applicable stock
        exchange rule, (ii) if such disclosures are made in public filings with a
        stock
        exchange and are in the ordinary course of business consistent with past
        practices and (iii) to such other Persons if, at the time such information
        is
        provided, such Person is already in the possession of such information.


       

      (b) Except
        as
        consented to by Buyer in writing, none of the Selling Parties and their
        Affiliates shall release any Person from any Bidder Confidentiality Agreement
        now existing with respect to the Sellers’ LLC Interests or GP Entities or waive
        or amend any provision thereof. After the Closing Date, the Selling Parties
        shall use commercially reasonable efforts to have all confidential information
        either returned to the Selling Parties or, to the extent permitted by applicable
        law, destroyed. Furthermore, if any parties to the Bidder Confidentiality
        Agreements breach the terms of their respective agreement, upon the request
        of
        Buyer, the Selling Parties and the Seller Parent shall cooperate with Buyer
        to
        enforce the terms of such Bidder Confidentiality Agreements at Buyer’s cost and
        expense. The term “Bidder
        Confidentiality Agreements”
shall
        mean the confidentiality agreements between any of the Seller Parent, the
        Selling Parties or any of their Affiliates or advisors and prospective
        purchasers (other than Buyer or its Affiliates) with respect to Sellers’ LLC
        Interests.

       

      Section
        5.4 Tax
        Covenants.

       

      (a) Buyer
        shall use its commercially reasonable efforts to cause the GP Entities to
        prepare and file with the appropriate federal, state, local and foreign
        governmental agencies all Tax Returns due after the Closing Date and to cause
        the GP Entities to pay the Taxes of the GP Entities shown to be due on such
        Tax
        Returns. 

       

      (b) In
        the
        case of a GP Entity’s Tax Return that is governed by Section 706 of the Code or
        an analogous provision of foreign, state or local law, that is due after
        the
        Closing Date and that includes a period on or before the Closing Date, Buyer
        shall use its commercially reasonable efforts to cause the GP Entities to
        prepare such Tax Returns in accordance with Section 706(d), based upon a
        closing
        of the books of such GP Entity on the Closing Date and, not later than 30
        days
        prior to the due date or the extended filing date, if applicable, of each
        such
        Tax Return, Buyer shall deliver a copy of such Tax Return to the Selling
        Parties
        and Buyer shall make or use its commercially reasonable efforts to cause
        to be
        made such changes in such Tax Return as the Selling Parties reasonably
        request.

       

      (c) All
        excise, sales, use, transfer (including real property transfer or gains),
        stamp,
        documentary, filing, recordation and other similar Taxes resulting from the
        transactions contemplated by this Agreement (the “Transfer
        Taxes”)
        shall
        be borne and paid by Buyer. Notwithstanding anything to the contrary in this
        Section
        5.4,
        any Tax
        Return that must be filed in connection with Transfer Taxes shall be prepared
        and filed when due by the party responsible under applicable law for filing
        such
        Tax Return, and such party will provide such Tax Returns to the other party
        at
        least ten days prior to the due date for such Tax Returns and shall provide
        such
        other party with a reasonable opportunity to comment on such Tax Returns
        during
        such ten-day period. If the Person responsible for filing the Tax Return
        is a
        Selling Party, such Person may, but is not required to, pay any Taxes due
        with
        such Tax Return and, in such case, Buyer promptly shall reimburse such Taxes
        to
        such Selling Party.


      
        
          
          

        

        
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      (d) Buyer
        shall provide to each Seller Party by January 31, 2009, the information
        necessary to allow each Selling Party to file the statement required by the
        second sentence of Treasury Regulation §1.751-1(b)(5), which information will be
        based upon the unaudited financial statements of Buyer.

       

      Section
        5.5 Director
        Resignations.
        On the
        Closing Date, the Selling Parties shall cause to be delivered to Buyer duly
        executed resignations of the directors of BreitBurn Management and BreitBurn
        GP
        listed on Exhibit
        5.5.

       

      Section
        5.6 Directors’
        and Officers’ Indemnification and Insurance.

       

      (a) Buyer
        shall ensure that the Organizational Documents of the GP Entities contain
        provisions no less favorable to the Persons covered thereby with respect
        to
        exculpation, indemnification and advancement of expenses than are set forth
        in
        the Organizational Documents of the GP Entities as of the date of this
        Agreement, which provisions shall not be amended, repealed or otherwise modified
        for a period of six years from the Closing Date in any manner that would
        affect
        adversely the rights thereunder of individuals who at any time on or prior
        to
        the Closing Date were directors, officers, employees, fiduciaries or agents
        of
        any GP Entity in respect of actions or omissions occurring at or prior to
        the
        Closing (including, without limitation, the matters contemplated by this
        Agreement), unless such modification is required by law.

       

      (b) From
        and
        after the Closing, Buyer shall cause the GP Entities, to the fullest extent
        permitted under applicable law, to indemnify, hold harmless and advance expenses
        to each present and former director, officer, employee, fiduciary and agent
        of
        the GP Entities (collectively, the “Indemnified
        Officers and Directors”)
        against all costs and expenses (including attorneys’ fees), judgments, fines,
        losses, claims, damages, inquiries, liabilities and settlement amounts paid
        in
        connection with any threatened or actual claim, action, suit, proceeding
        or
        investigation (whether arising before or after the Closing), whether civil,
        criminal, administrative or investigative, arising out of or pertaining to
        any
        action or omission in their capacity as an officer, director, employee,
        fiduciary or agent of a GP Entity (including, without limitation, any claim
        arising out of this Agreement or the transactions contemplated hereby), whether
        occurring before or after the Closing, whether asserted or claimed prior
        to, at
        or after the Closing, for a period of six years after the Closing Date, in
        each
        case to the fullest extent permitted under applicable law (and shall pay
        any
        expenses in advance of the final disposition of any such action or proceeding
        to
        each Indemnified Officer and Director to the fullest extent permitted under
        applicable law, upon receipt from the Indemnified Officer or Director to
        whom
        expenses are advanced of any undertaking to repay such advances required
        under
        applicable law). In the event of any such claim, action, suit, proceeding
        or
        investigation, (i) the Indemnified Officers and Directors may retain counsel
        (including local counsel) reasonably acceptable to the GP Entities, and Buyer
        shall cause the GP Entities to pay the reasonable fees and expenses of which
        promptly after statements therefor are received and (ii) Buyer shall cause
        the
        GP Entities to cooperate in the defense of any such matter; provided, however,
        that the GP Entities shall not be liable for any settlement effected without
        their written consent (which consent shall not be unreasonably withheld,
        delayed
        or conditioned); and provided, further, that the GP Entities shall not be
        obligated pursuant to this subsection (b) to pay the fees and expenses of
        more
        than one counsel (plus appropriate local counsel) for all Indemnified Officers
        and Directors in any single action unless there is, as determined by counsel
        to
        the Indemnified Officers and Directors, under applicable standards of
        professional conduct, a conflict or a reasonable likelihood of a conflict
        on any
        significant issue between the positions of any two or more Indemnified Officers
        and Directors, in which case such additional counsel (including local counsel)
        as may be required to avoid any such conflict or likely conflict may be retained
        by the Indemnified Officers and Directors at the expense of the GP Entities;
        and
        provided, further, that, in the event that any claim for indemnification
        is
        asserted or made prior to the Closing or within such six-year period, all
        rights
        to indemnification in respect of such claim shall continue until the final
        disposition of such claim. Buyer shall cause the GP Entities to pay all
        reasonable expenses, including attorneys’ fees, that may be incurred by any
        Indemnified Officer or Director in enforcing the indemnity and other obligations
        provided in this Section
        5.6.


      
        
          
          

        

        
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      (c) From
        and
        for a period of six years after the Closing, Buyer shall cause the GP Entities
        to maintain in effect the current directors’ and officers’ liability insurance
        policies maintained by them (provided, that the GP Entities may substitute
        therefor policies of at least the same coverage and amounts containing terms
        and
        conditions that are no less advantageous to such officers and directors so
        long
        as substitution does not result in gaps or lapses in coverage) with respect
        to
        matters occurring prior to the Closing.

       

      (d) In
        the
        event Buyer or a GP Entity or any of their respective successors or assigns
        (i)
        consolidates with or merges into any other Person and shall not be the
        continuing or surviving company or entity of such consolidation or merger
        or
        converts into any other person or (ii) transfers all or substantially all
        of its
        properties and assets to any Person, then, and in each such case, Buyer shall
        cause proper provision to be made so that the successors and assigns of Buyer
        or
        such GP Entity shall assume the obligations set forth in this Section
        5.6.

       

      (e) The
        obligations of Buyer and the GP Entities under this Section
        5.6
        shall
        not be terminated or modified in such a manner as to adversely affect any
        director, officer, employee, fiduciary and agent to whom this Section
        5.6
        applies
        without the consent of each affected director, officer, employee, fiduciary
        and
        agent (it being expressly agreed that the directors, officers, employees,
        fiduciaries and agents to whom this Section
        5.6
        applies
        shall be third-party beneficiaries of this Section
        5.6).
        The
        rights of each Indemnified Officers and Directors hereunder shall be in addition
        to any other rights such Indemnified Officer or Director may have under the
        Organizational Documents of the GP Entities, under the laws of the State
        of
        Delaware or otherwise.

       

      Section
        5.7 Equity
        and Equity-Related Compensation Plans.
        The
        parties acknowledge and agree that, with respect to the Equity Plans described
        on Schedule
        3.13(b),
        the
        liabilities with respect to all compensation owed pursuant to such Equity
        Plans
        for all awards made prior to the Closing Date (collectively, the “Pre-Existing
        Equity Plans Obligations”),
        are
        currently, and notwithstanding the occurrence of the Closing will continue
        to
        be, allocated as reflected on Schedule
        3.13(b)
        under
        the column entitled “Liable Party.” For the sake of clarity, notwithstanding the
        occurrence of the Closing and the transactions contemplated by this Agreement,
        (a) BECLP shall retain the liability for all Pre-Existing Equity Plans
        Obligations that are reflected on Schedule
        3.13(b)
        as those
        of BECLP, (b) the Partnership shall retain the liability for all Pre-Existing
        Equity Plans Obligations that are reflected on Schedule
        3.13(b)
        as those
        of the Partnership and (c) the liability for compensation owed pursuant to
        any
        Equity Plan as to which there is shared liability as reflected on Schedule
        3.13(b)
        shall be
        retained by BECLP and the Partnership respectively in accordance with their
        respective allocation percentages reflected on Schedule
        3.13(b).
        From
        and after the Closing, Buyer will cause the Partnership and Pro GP will cause
        BECLP to honor and perform their respective obligations under the Equity
        Plans,
        as reflected on Schedule
        3.13(b)
        and as
        agreed pursuant to this Section 5.7. In the event that Pro GP at any time
        ceases
        to be the general partner of BECLP, Pro GP shall assign its obligations under
        this Section 5.7 to the new general partner of BECLP (or successor controlling
        person or entity) and such new general partner (or successor controlling
        person
        or entity) shall explicitly agree in writing to assume and perform such
        obligations. In the event that BreitBurn GP at any time ceases to be the
        general
        partner of the Partnership, BreitBurn GP shall assign its obligations under
        this
Section
        5.7
        to the
        new general partner of the Partnership (or successor controlling person or
        entity) and such new general partner (or successor controlling person or
        entity)
        shall explicitly agree in writing to assume and perform such obligations.
        The
        provisions of this Section
        5.7
        supersede any conflicting provisions in that certain Adoption Agreement by
        and
        between BECLP and BreitBurn Management. Except as provided in this Section
        5.7,
        each of
        the parties hereto acknowledges and agrees that this Agreement shall not
        relieve
        either party from any obligations or liabilities to the other party under
        any
        existing agreement for services rendered prior to the date of this
        Agreement.


      
        
          
          

        

        
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      Section
        5.8 Employment
        Agreements.
        Pro GP
        hereby assigns to Buyer and Buyer hereby assumes and agrees to perform the
        obligations of the “Employer” under the Employment Agreements to the same extent
        that the “Employer” (as such term is defined in each such agreement) would be
        required to perform such obligations if no assignment by Pro GP had occurred
        in
        connection with the transactions contemplated by this Agreement. The term
        “Employment Agreements” means (a) Second Amended and Restated Employment
        Agreement, dated as of December 31, 2007, by and among BreitBurn Management,
        Pro
        GP, BreitBurn GP and Randall Breitenbach, (b) Employment Agreement, dated
        as of
        December 26, 2007, by and among BreitBurn Management, Pro GP, BreitBurn GP
        and
        Mark Pease, (c) Employment Agreement, dated as of July 7, 2006, between James
        G.
        Jackson and BreitBurn Energy, as amended by that certain Amendment to Employment
        Agreement, dated as of October 10, 2006, among James G. Jackson, BreitBurn
        Energy, BreitBurn GP, Pro GP and BreitBurn Management and (d) Employment
        Agreement, dated as of January 29, 2008, by and among Gregory C. Brown,
        BreitBurn Management, Pro GP and BreitBurn GP and (e) Second Amended and
        Restated Employment Agreement, dated as of December 31, 2007, by and among
        Halbert Washburn, BreitBurn Management, BreitBurn GP and Pro GP. For the
        avoidance of doubt, (1) such assignment and assumption shall not apply with
        respect to obligations arising under or related to the Equity Plans and any
        employee incentive rights for which the Devco Group (as defined in the ASA)
        has
        agreed to bear costs in accordance with Section 4.1(c) of the the Amended
        and
        Restated Administrative Services Agreement between BreitBurn Management and
        BreitBurn Energy dated the date hereof (the “ASA”), for which Pro GP will remain
        obligated in accordance with the provisions of this Agreement, the ASA, and
        the
        applicable employment agreements, award agreements and plans, and (2) such
        obligations shall not duplicate the obligations of Pro GP under Section 4.1
        of
        the ASA.


      
        
          
          

        

        
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      Section
        5.9 Post-Closing
        Post
        Closing Payments to Selling Parties and Affiliates.
        From
        and after the Closing Date, Buyer shall cause the Partnership and its Affiliates
        to timely pay, as and when due, any and all amounts owed by the Partnership
        or
        such Affiliates to the Selling Parties or their Affiliates as of the Closing
        Date. From and after the Closing Date, Selling Parties and their Affiliates
        shall timely pay, as and when due, any and all amounts owed by the Selling
        Parties or its Affiliates to the Partnership or its Affiliates as of the
        Closing
        Date. The parties agree that the amounts owed by the Partnership to the Selling
        Parties and its Affiliates, on the one hand, and by the Selling Parties and
        its
        Affiliates to the Partnership, on the other hand, as of May 31, 2008 include
        but
        are not limited to those as set forth on Schedule
        5.9.
        The
        parties agree to update and confirm such amounts following Closing.

       

      ARTICLE
        VI

      CLOSING
        DELIVERIES-SELLING PARTIES

       

      At
        the
        Closing, the Selling Parties shall deliver or otherwise satisfy the
        following:

       

      Section
        6.1 Receipt
        of Documents.
        The
        Selling Parties shall deliver to Buyer the items specified in Section
        2.2(a),
        in each
        case duly executed and dated the Closing Date.

       

      Section
        6.2 Consents
        and Approvals.
        All
        consents, waivers, authorizations and approvals set forth on Schedule
        3.6
        shall
        have been duly obtained and shall be in full force and effect on the Closing
        Date.

       

      Section
        6.3 Director
        Resignations.
        Buyer
        shall have received the resignations of each of the directors referred to
        in
Section
        5.5.

       

      Section
        6.4 Transition
        Services Agreement.
        Seller
        Parent and Buyer shall have entered into a Transition Services Agreement
        in the
        form attached hereto as Exhibit
        6.4.

       

      Section
        6.5 Contemporaneous
        Closing Under the Common Unit Agreement.
        Buyer’s
        conditions to closing under the Common Unit Agreement shall have been satisfied
        or waived by Buyer and the Selling Parties shall be standing ready to deliver
        the limited partner interests in the Partnership thereunder to Buyer upon
        receipt of payment therefor in accordance with the terms of the Common Unit
        Agreement.

       

      Section
        6.6 Amendment
        of Administrative Services Agreement with BECLP, Operations and Proceeds
        Agreement and Surface Operating Agreement; Termination of Omnibus
        Agreement.
        The
        Selling Parties shall have caused their affiliates to enter into an amendment
        of
        each of the Administrative Services Agreement with BECLP, the Operations
        and
        Proceeds Agreement and the Surface Operating Agreement in the forms attached
        hereto as Exhibits
        6.6(a),
        (b)
        and
(c).
        The
        Selling Parties shall have, and have caused their affiliates to, enter into
        an
        acknowledgement of termination of the Omnibus Agreement with BECLP, BreitBurn
        GP
        and the Partnership in the form attached hereto as Exhibit
        6.6
        (d).

       

      ARTICLE
        VII

      CLOSING
        DELIVERIES-BUYER 

       

      At
        the
        Closing, Buyer shall deliver or otherwise satisfy the
        following:


      
        
          
          

        

        
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      Section
        7.1 Receipt
        of Documents.
        Buyer
        shall deliver to the Selling Parties the items specified in Section
        2.2(b),
        in each
        case duly executed and dated the Closing Date.

       

      Section
        7.2 Consents
        and Approvals.
        All
        consents, waivers, authorizations and approvals set forth on Schedule
        4.4
        shall
        have been duly obtained and shall be in full force and effect on the Closing
        Date.

       

      Section
        7.3 Contemporaneous
        Closing Under the Common Unit Agreement.
        The
        Selling Parties’ conditions to closing under the Common Unit Agreement shall
        have been satisfied or waived by the Selling Parties and Buyer shall be standing
        ready to deliver the purchase price for the limited partnership interests
        in the
        Partnership thereunder to the Selling Parties in accordance with the terms
        of
        the Common Unit Agreement.

       

      ARTICLE
        VIII

      [RESERVED]

       

      ARTICLE
        IX

      SURVIVAL;
        INDEMNIFICATION

       

      Section
        9.1 Survival.(a) The
        representations and warranties of the Selling Parties contained herein or
        in any
        certificates or other documents delivered pursuant to this Agreement on the
        Closing Date shall survive the Closing for a period of six (6) months following
        the Closing Date; provided,
        however,
        that
        (i) the representations and warranties set forth in Section
        3.2
        (Capitalization of GP Entities; Title), Section
        3.4
        (Validity of Agreement; Authorization), and Section
        3.12
        (Brokers) shall survive indefinitely, (ii) the representations and warranties
        set forth in Section
        3.7
        (Tax
        Matters) shall survive for a period equal to thirty (30) days after the
        expiration of the applicable statute of limitations (including extensions)
        for
        each Tax and taxable year and (iii) the representations and warranties in
        Section
        3.13(c)
        shall
        survive for a period equal to thirty (30) days after the expiration of the
        applicable statute of limitations. The covenants and agreements in this
Article
        IX
        shall
        survive the Closing and shall remain in full force and effect for such period
        as
        is necessary to resolve any claim made with respect to any representation,
        warranty, covenant or agreement contained herein during the survival period
        thereof, and the covenants and agreements of the Parties contained in
Article
        V
        and
Article
        X
        of this
        Agreement shall survive the Closing for (x) the time period(s) set forth
        in the
        respective Sections contained in such Articles, or (y) if no time period
        is so
        specified, without any contractual limitation on the period of
        survival.

       

      (b) The
        representations and warranties of Buyer contained herein or in any certificates
        or documents delivered pursuant to this Agreement on the Closing Date shall
        survive the Closing for a period of six (6) months following the Closing
        Date;
provided,
        however,
        that
        the representations and warranties set forth in Section
        4.2
        (Validity of Agreement; Authorization) and Section
        4.5
        (Brokers) shall survive indefinitely.

       

      Section
        9.2 Indemnification
        Coverage.


      
        
          
          

        

        
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      (a) From
        and
        after the Closing, the Selling Parties shall indemnify and defend, save and
        hold
        Buyer, the GP Entities and their Affiliates and each of their officers,
        directors, employees and agents (collectively, the “Buyer
        Indemnified Parties”)
        harmless if any such Buyer Indemnified Party shall suffer any damage, judgment,
        fine, penalty, demand, settlement, liability, loss, cost, Tax, expense
        (including reasonable attorneys’, consultants’ and experts’ fees), claim or
        cause of action (each, a “Loss,”
and
        collectively, “Losses”)
        arising out of, relating to or resulting from:

       

      (i) any
        breach or inaccuracy in any representation by the Selling Parties or the
        breach
        of any warranty by the Selling Parties contained in this Agreement or any
        certificates or other documents delivered pursuant to this Agreement at the
        Closing; provided,
        however,
        that
        for purposes of this Section
        9.2
        any
        reference in such representation or warranty to materiality or Material Adverse
        Effect shall be disregarded; and

       

      (ii) any
        failure by the Selling Parties to perform or observe any term, provision,
        covenant, or agreement on the part of the Selling Parties to be performed
        or
        observed under this Agreement.

       

      (b) From
        and
        after the Closing, Buyer shall indemnify and defend, save and hold the Selling
        Parties and their Affiliates and each of their officers, directors, employees
        and agents (collectively, the “Seller
        Indemnified Parties”)
        harmless if any such Seller Indemnified Party shall suffer any Loss arising
        out
        of, relating to or resulting from:

       

      (i) any
        breach or inaccuracy in any representation by Buyer or the breach of any
        warranty by Buyer contained in this Agreement or any certificates or other
        documents delivered pursuant to this Agreement at the Closing; provided,
        however,
        that
        for purposes of this Section
        9.2
        any
        reference in such representation or warranty to materiality or Material Adverse
        Effect shall be disregarded;

       

      (ii) any
        failure by Buyer to perform or observe any term, provision, covenant, or
        agreement on the part of Buyer to be performed or observed under this Agreement;
        and

       

      (iii) any
        Losses arising with respect to any of the GP Entities whether occurring before
        or after Closing to the extent such Losses are not properly asserted under
        Section
        9.2(a).

       

      (c) The
        foregoing indemnification obligations shall be subject to the following
        limitations:

       

      (i) the
        Selling Parties aggregate liability under Section
        9.2(a)(i)
        in
        respect of a breach or inaccuracy of the representations in Sections
        3.8
        through
Section
        3.11
        shall
        not exceed $996,682 (the
        “Cap”);

       

      (ii) except
        in
        respect of a breach or inaccuracy of the representations in Section
        3.7
        and
Section
        3.13(c),
        no
        indemnification for any Losses asserted against the Selling Parties under
        Section
        9.2(a)(i)
        shall be
        required unless and until the cumulative aggregate amount of such Losses
        exceeds
        one percent (1%) of the Purchase Price (the “Deductible”),
        at
        which point the Selling Parties shall be obligated to indemnify the Buyer
        Indemnified Parties only as to the amount of such Losses in excess of the
        Deductible;


      
        
          
          

        

        
          20

          
            

          

        

        
          
          

        

      

       

      (iii) the
        amount of any Losses suffered by a Seller Indemnified Party or a Buyer
        Indemnified Party, as the case may be (such party seeking indemnification
        pursuant to this Article
        IX,
        the
“Indemnified
        Party,”
and
        the other party, the “Indemnifying
        Party”),
        shall
        be reduced by any third-party insurance, third-party recoveries and available
        Tax benefits received or realizable by the Indemnified Party through its
        commercially reasonable efforts in respect of or as a result of such Losses.
        The
        Indemnified Party shall use commercially reasonable efforts to collect any
        amounts available under such insurance coverage and from such other third-party
        alleged to have responsibility and to realize any available Tax
        benefits;

       

      (iv) no
        claim
        may be asserted nor may any action be commenced against any party for breach
        or
        inaccuracy of any representation or breach of a warranty, unless written
        notice
        of such claim or action is received by the other party describing in reasonable
        detail the facts and circumstances with respect to the subject matter of
        such
        claim or action on or prior to the date on which the representation or warranty
        on which such claim or action is based ceases to survive as set forth in
        Section
        9.1;
        and

       

      (v) no
        Indemnified Party shall be entitled under this Agreement to multiple recovery
        for the same Losses.

       

      Section
        9.3 Procedures.
        Any
        Indemnified Party shall notify the Indemnifying Party (with reasonable detail)
        promptly after it becomes aware of facts supporting a claim or action for
        indemnification under this Article
        IX,
        and
        shall provide to the Indemnifying Party as soon as practicable thereafter
        all
        information and documentation necessary to support and verify any Losses
        associated with such claim or action. Subject to Section
        9.2(c)(iv),
        the
        failure to so notify or provide information to the Indemnifying Party shall
        not
        relieve the Indemnifying Party of any liability that it may have to any
        Indemnified Party, except to the extent that the Indemnifying Party demonstrates
        that it has been materially prejudiced by the Indemnified Party’s failure to
        give such notice, in which case the Indemnifying Party shall be relieved
        from
        its obligations hereunder to the extent of such material prejudice. The
        Indemnifying Party shall participate in and defend, contest or otherwise
        protect
        the Indemnified Party against any such claim or action by counsel of the
        Indemnifying Party’s choice at its sole cost and expense; provided,
        however,
        that
        the Indemnifying Party shall not make any settlement or compromise without
        the
        prior written consent of the Indemnified Party (which consent shall not be
        unreasonably withheld or delayed) unless the sole relief provided is monetary
        damages that are paid in full by the Indemnifying Party. The Indemnified
        Party
        shall have the right, but not the obligation, to participate at its own expense
        in the defense thereof by counsel of the Indemnified Party’s choice and shall in
        any event use its reasonable best efforts to cooperate with and assist the
        Indemnifying Party. If the Indemnifying Party fails timely to defend, contest
        or
        otherwise protect against such suit, action, investigation, claim or proceeding,
        the Indemnified Party shall have the right to do so, including, without
        limitation, the right to make any compromise or settlement thereof, and the
        Indemnified Party shall be entitled to recover the entire cost thereof from
        the
        Indemnifying Party, including, without limitation, reasonable attorneys’ fees,
        disbursements and amounts paid as the result of such suit, action,
        investigation, claim or proceeding.


      
        
          
          

        

        
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      Section
        9.4 Waiver
        of Consequential, Etc.
        Damages. NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THIS AGREEMENT, TO THE
        FULLEST EXTENT PERMITTED BY LAW, BUYER SHALL NOT BE LIABLE TO ANY OF THE
        SELLER
        INDEMNIFIED PARTIES, NOR SHALL ANY OF THE SELLING PARTIES BE LIABLE TO ANY
        OF
        THE BUYER INDEMNIFIED PARTIES, FOR ANY EXEMPLARY, PUNITIVE, SPECIAL, INDIRECT,
        CONSEQUENTIAL, REMOTE, OR SPECULATIVE DAMAGES (INCLUDING, WITHOUT LIMITATION,
        ANY DAMAGES ON ACCOUNT OF LOST PROFITS OR OPPORTUNITIES) RESULTING FROM OR
        ARISING OUT OF THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED
        HEREBY.

       

      Section
        9.5 Compliance
        with Express Negligence Rule.
        TO THE
        FULLEST EXTENT PERMITTED BY LAW, ALL RELEASES, DISCLAIMERS, LIMITATIONS ON
        LIABILITY, AND INDEMNITIES IN THIS AGREEMENT, INCLUDING THOSE IN THIS
ARTICLE
        IX,
        SHALL
        APPLY EVEN IN THE EVENT OF THE SOLE, JOINT, AND/OR CONCURRENT NEGLIGENCE,
        STRICT
        LIABILITY, OR OTHER FAULT OF THE PARTY WHOSE LIABILITY IS RELEASED, DISCLAIMED,
        LIMITED, OR INDEMNIFIED.

       

      Section
        9.6 Remedy.
        Except
        for seeking equitable relief under Section
        10.11
        or
        otherwise for actions involving fraud, from and after the Closing the sole
        remedy of a party in connection with (i) a breach or inaccuracy of the
        representations, or breach of warranties, in this Agreement or any certificates
        or other documents delivered pursuant to this Agreement on Closing, or (ii)
        any
        failure by a party to perform or observe any term, provision, covenant, or
        agreement on the part of such party to be performed or observed under this
        Agreement, shall, in each case, be as set forth in this Article
        IX.

       

      Section
        9.7 Tax
        Treatment of Indemnity Payments.
        Each
        party, to the extent permitted by applicable law, agrees to treat any payments
        made pursuant to this Article
        IX
        as
        adjustments to the Purchase Price for all federal and state income and franchise
        Tax purposes.

       

      ARTICLE
        X

      MISCELLANEOUS
        PROVISIONS

       

      Section
        10.1 Publicity.
        On the
        Closing Date, the parties will consult in good faith with respect to the
        issuance on the Closing Date of any press release or announcement with respect
        to the transactions contemplated hereby.

       

      Section
        10.2 Successors
        and Assigns; No Third Party Beneficiaries.
        This
        Agreement shall inure to the benefit of, and be binding upon, the parties
        hereto
        and their respective successors and permitted assigns; provided,
        however,
        that no
        party shall assign or delegate any of the obligations created under this
        Agreement without the prior written consent of the other party. Except as
        contemplated by Article
        IX,
        nothing
        in this Agreement shall confer upon any Person not a party to this Agreement,
        or
        the legal representatives of such Person, any rights or remedies of any nature
        or kind whatsoever under or by reason of this Agreement.


      
        
          
          

        

        
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      Section
        10.3 Investment
        Bankers, Financial Advisors, Brokers and Finders.

       

      (a) The
        Selling Parties shall indemnify and agree to defend and hold Buyer and the
        GP
        Entities harmless against and in respect of all claims, Losses, liabilities,
        fees, costs and expenses which may be asserted against Buyer (or any Affiliate
        of Buyer) and the GP Entities by any broker or other Person who claims to
        be
        entitled to an investment banker’s, financial advisor’s, broker’s, finder’s or
        similar fee or commission in respect of the execution of this Agreement or
        the
        consummation of the transactions contemplated hereby, by reason of his acting
        at
        the request of Seller Parent, the Selling Parties or the GP
        Entities.

       

      (b) Buyer
        shall indemnify and agree to save and hold the Selling Parties (and their
        Affiliates) harmless against and in respect of all claims, Losses, liabilities,
        fees, costs and expenses which may be asserted against any of the Selling
        Parties (or any of their Affiliates) by any broker or other Person who claims
        to
        be entitled to an investment banker’s, financial advisor’s, broker’s, finder’s
        or similar fee or commission in respect of the execution of this Agreement
        or
        the consummation of the transactions contemplated hereby, by reason of his
        acting at the request of Buyer.

       

      Section
        10.4 Fees
        and Expenses.
        Except
        as otherwise expressly provided in this Agreement, all legal, accounting
        and
        other fees, costs and expenses of a party hereto incurred in connection with
        this Agreement and the transactions contemplated hereby shall be paid by
        the
        party incurring such fees, costs or expenses.

       

      Section
        10.5 Notices.
        All
        notices and other communications given or made pursuant hereto shall be in
        writing and shall be deemed to have been duly given or made if delivered
        personally or sent by overnight courier or sent by facsimile (with evidence
        of
        confirmation of receipt) to the parties at the following addresses:

       

      
        	
              	(a)	
                If
                  to Buyer, to:

              


      

       

      BreitBurn
        Energy Partners L.P.

      515
        South
        Flower Street, Suite 4800

      Los
        Angeles, California 90071

      Facsimile:
        (213) 225-5917

      Attention:
        Halbert S. Washburn

      


      with
        a
        copy (which shall not constitute notice to a party) to:

       

      Porter
        & Hedges LLP

      1000
        Main
        Street, 36th
        Floor

      Houston,
        Texas 77002

      Facsimile:
        (713) 226-6247

      Attention:
        Richard L. Wynne


      
        
          
          

        

        
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      and
        a
        copy to:

       

      Vinson
        & Elkins L.L.P.

      666
        Fifth
        Avenue, 26th Floor

      New
        York,
        New York 10103

      Facsimile:
        (917) 849-5337

      Attention:
        Alan P. Baden and Shelley A. Barber

       

      
        	
              	(b)	
                If
                  to the Selling Parties, to:

              


      

       

      Provident
        Energy Trust

      2100,
        250
        - 2nd Street

      Calgary,
        Alberta T2P OC1

      Canada

      Facsimile:
        (403) 261-6696

      Attention:
        David Holm

       

      with
        a
        copy (which shall not constitute notice to a party) to:

       

      Andrews
        Kurth LLP

      600
        Travis, Suite 4200

      Houston,
        Texas 77002

      Facsimile:
        (713) 220-4285

      Attention:
        G. Michael O’Leary and Mark Young

       

      or
        to
        such other Persons or at such other addresses as shall be furnished by any
        party
        by like notice to the other, and such notice or communication shall be deemed
        to
        have been given or made as of the date so delivered or mailed. No change
        in any
        of such addresses shall be effective insofar as notices under this Section
        10.5
        are
        concerned unless such changed address is located in the United States of
        America
        or Canada and notice of such change shall have been given to such other party
        hereto as provided in this Section
        10.5.

       

      Section
        10.6 Entire
        Agreement.
        This
        Agreement, together with the Disclosure Schedules and the Exhibits hereto,
        the
        and the Transaction Documents represent the entire agreement and understanding
        of the parties with reference to the transactions set forth herein and therein
        and no representations or warranties have been made in connection herewith
        and
        therewith other than those expressly set forth herein or therein. This
        Agreement, together with the Disclosure Schedules and the Exhibits hereto,
        and
        the Transaction Documents supersede all prior negotiations, discussions,
        correspondence, communications, understandings and agreements between the
        parties relating to the subject matter hereof or thereof and all prior drafts
        of
        such documents, all of which are merged into such documents. No prior drafts
        of
        such documents and no words or phrases from any such prior drafts shall be
        admissible into evidence in any action or suit involving such
        documents.

       

      Section
        10.7 Amendments.
        This
        Agreement may be amended, modified or supplemented only by a written instrument
        executed by the parties hereto.

       

      Section
        10.8 Severability.
        This
        Agreement shall be deemed severable, and the invalidity or unenforceability
        of
        any term or provision hereof shall not affect the validity or enforceability
        of
        this Agreement or of any other term or provision hereof. Furthermore, in
        lieu of
        any such invalid or unenforceable term or provision, the parties hereto intend
        that there shall be added as a part of this Agreement a provision as similar
        in
        terms to such invalid or unenforceable provision as may be possible and be
        valid
        and enforceable.


      
        
          
          

        

        
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      Section
        10.9 Titles
        and Headings.
        The
        Article and Section headings and any table of contents contained in this
        Agreement are solely for convenience of reference and shall not affect the
        meaning or interpretation of this Agreement or of any term or provision
        hereof.

       

      Section
        10.10 Signatures
        and Counterparts.
        Facsimile transmission of any signed original document and/or retransmission
        of
        any signed facsimile transmission shall be the same as delivery of an original.
        At the request of Buyer or the Selling Parties, the parties will confirm
        facsimile transmission by signing a duplicate original document. This Agreement
        may be executed in two or more counterparts, each of which shall be deemed
        an
        original and all of which together shall be considered one and the same
        agreement.

       

      Section
        10.11 Enforcement
        of the Agreement; Damages.
        The
        parties hereto agree that irreparable damage would occur if any of the
        provisions of this Agreement were not performed in accordance with their
        specific terms or were otherwise breached. It is accordingly agreed that
        the
        parties shall, to the fullest extent permitted by law, be entitled to an
        injunction or injunctions to prevent breaches of this Agreement and to enforce
        specifically the terms and provisions hereto, this being in addition to any
        other remedy to which they are entitled at law or in equity.

       

      Section
        10.12 Governing
        Law.
        This
        Agreement shall be governed by and construed in accordance with the internal
        and
        substantive laws of State of Delaware and without regard to any conflicts
        of
        laws concepts that would apply the substantive law of some other jurisdiction.
        EACH OF THE PARTIES HERETO AGREES THAT THIS AGREEMENT INVOLVES AT LEAST U.S.
        $100,000.00 AND THAT THIS AGREEMENT HAS BEEN ENTERED INTO IN EXPRESS RELIANCE
        UPON 6 Del. C. § 2708. EACH OF THE PARTIES HERETO IRREVOCABLY AND
        UNCONDITIONALLY CONFIRMS AND AGREES THAT IT IS AND SHALL CONTINUE TO BE (i)
        SUBJECT TO THE JURISDICTION OF THE COURTS OF THE STATE OF DELAWARE, AND (ii)
        SUBJECT TO SERVICE OF PROCESS IN THE STATE OF DELAWARE.

       

      Section
        10.13 Disclosure.
        Certain
        information set forth in the Disclosure Schedules is included solely for
        informational purposes, is not an admission of liability with respect to
        the
        matters covered by the information, and may not be required to be disclosed
        pursuant to this Agreement. Each Schedule in the Disclosure Schedules shall
        be
        deemed to include and incorporate all disclosures made in other schedules
        in the
        Disclosure Schedules. The specification of any dollar amount in the
        representations and warranties contained in this Agreement or the inclusion
        of
        any specific item in the Disclosure Schedules is not intended to imply that
        such
        amounts (or higher or lower amounts) are or are not material, and no party
        shall
        use the fact of the setting of such amounts or the fact of the inclusion
        of any
        such item in the Disclosure Schedules in any dispute or controversy between
        the
        parties as to whether any obligation, item, or matter not described herein
        or
        included in a Disclosure Schedule is or is not material for purposes of this
        Agreement.


      
        
          
          

        

        
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      Section
        10.14 Consent
        to Jurisdiction.
        To the
        fullest extent permitted by law, the parties hereby irrevocably submit to
        the
        jurisdiction of the courts of the State of Delaware and the federal courts
        of
        the United States of America located in Delaware over any dispute arising
        out of
        or relating to this Agreement or any of the transactions contemplated hereby,
        and each party irrevocably agrees that all claims in respect of such dispute
        or
        proceeding shall be heard and determined in such courts. The parties hereby
        irrevocably waive, to the fullest extent permitted by applicable law, any
        objection which they may now or hereafter have to the venue of any dispute
        arising out of or relating to this Agreement or any of the transactions
        contemplated hereby brought in such court or any defense of inconvenient
        forum
        for the maintenance of such dispute. Each party agrees that a judgment in
        any
        dispute heard in the venue specified by this section may be enforced in other
        jurisdictions by suit on the judgment or in any other manner provided by
        applicable law.


      
        
          
          

        

        
          26

          
            

          

        

        
          
          

        

      


      IN
        WITNESS WHEREOF, the parties hereto have executed this Agreement as of the
        date
        first above written.

       

      
        	
                SELLING
                  PARTIES:

              
	 
	
                PRO
                  LP CORP.

              
	 	 
	
                By:

              	    
                /s/ Thomas W. Buchanan
	
                Name: 

              	Thomas
                W. Buchanan
	
                Title:

              	President
	 	 
	
                PRO
                  GP CORP.

              
	 	 
	
                By:

              	   
/s/
                Thomas W. Buchanan
	
                Name: 

              	Thomas
                W. Buchanan 
	
                Title:

              	President 
	 	 
	
                BUYER:

              
	 
	
                BREITBURN
                  ENERGY PARTNERS L.P.

              
	 	 
	
                By:

              	
                BreitBurn
                  GP LLC, its general partner

              
	 	 
	
                By:

              	    
                /s/ Randall H. Breitenbach
	
                Name:

              	Randall
                H. Breitenbach
	
                Title:

              	Co-Chief
                Executive Officer 
	 	 
	
                ACKNOWLEDGED
                  AND AGREED TO BY:

              
	 
	
                BREITBURN
                  ENERGY CORPORATION

              
	 	 
	
                By:

              	    
                /s/ Randall H. Breitenbach
	
                Name:

              	Randall
                H. Breitenbach
	
                Title:

              	Co-Chief
                Executive Officer 


      

      


      [Signature
        Page to BreitBurn Management Company LLC PSA]


      
        
          
          

        

        
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