Exhibit
      10.3

     

    CONTRIBUTION
      AGREEMENT

    


    Among

    


    BREITBURN
      MANAGEMENT COMPANY, LLC

    a
      Delaware limited liability company

    


    BREITBURN
      GP, LLC

    a
      Delaware limited liability company

    


    BREITBURN
      ENERGY CORPORATION

    a
      California corporation

    


    and

    


    BREITBURN
      ENERGY PARTNERS L.P.

    a
      Delaware limited partnership

     

    dated
      as of June 17, 2008


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    TABLE
      OF CONTENTS

     

    
      	 	
              Page

            
	
              ARTICLE
                I

            	 
	 	 
	
               DEFINITIONS

            	 
	 	 
	
              ARTICLE
                II

            	 
	 	 
	
              CONTRIBUTION
                TRANSACTIONS

            	 
	 	 
	
              Section
                2.1

            	
              Cancellation
                of Common Units Acquired from Pro LP and Pro GP

            	
              4

            
	
              Section
                2.2

            	
              Contribution
                of BMC Membership Interest to the Partnership

            	
              4

            
	
              Section
                2.3

            	
              Distribution
                of GP Membership Interest to the Partnership

            	
              4

            
	
              Section
                2.4

            	
              Elimination
                of Economic Interest

            	
              4

            
	
              Section
                2.5

            	
              Amendment
                of GP LLC Agreement

            	
              4

            
	
              Section
                2.6

            	
              Amendment
                of Partnership Agreement

            	
              4

            
	
              Section
                2.7

            	
              Continuation
                of BMC

            	
              4

            
	
              Section
                2.8

            	
              Continuation
                of GP LLC

            	
              5

            
	
              Section
                2.9

            	
              Tax
                Election

            	
              5

            
	 	 	 
	
              ARTICLE
                III

            	 
	 	 
	
              REPRESENTATIONS
                AND WARRANTIES OF BEC 

            	 
	 	 
	
              Section
                3.1

            	
              Organization

            	
              5

            
	
              Section
                3.2

            	
              Ownership
                of BMC Membership Interest

            	
              5

            
	
              Section
                3.3

            	
              Authorization;
                Execution and Delivery of Agreement

            	
              5

            
	
              Section
                3.4

            	
              Restricted
                Securities

            	
              6

            
	
              Section
                3.5

            	
              Legend

            	
              6

            
	 	 	 
	
              ARTICLE
                IV

            	 
	 	 
	
              REPRESENTATIONS
                AND WARRANTIES OF BMC 

            	 
	 	 
	
              Section
                4.1

            	
              Organization

            	
              6

            
	
              Section
                4.2

            	
              Ownership
                of GP Membership Interest

            	
              6

            
	
              Section
                4.3

            	
              Authorization;
                Execution and Delivery of Agreement

            	
              6

            
	 	 	 
	
              ARTICLE
                V

            	 
	 	 
	
               REPRESENTATIONS
                AND WARRANTIES OF THE
                PARTNERSHIP

            	 
	 	 
	
              Section
                5.1

            	
              Organization

            	
              7

            
	
              Section
                5.2

            	
              Authorization;
                Execution and Delivery of Agreements

            	
              7

            
	
              Section
                5.3

            	
              Common
                Units

            	
              7

            


    

     

    
      
        
        

      

      
        i

        
          

        

      

      
        
        

      

    

     

    
      	
              ARTICLE
                VI

            	 
	 	 
	
              INDEMNIFICATION 

            	 
	 	 
	
              Section
                6.1

            	
              Survival

            	
              8

            
	
              Section
                6.2

            	
              Indemnification
                Coverage

            	
              8

            
	
              Section
                6.3

            	
              Procedures

            	
              9

            
	
              Section
                6.4

            	
              Waiver
                of Consequential, Etc. Damages

            	
              10

            
	
              Section
                6.5

            	
              Compliance
                with Express Negligence Rule

            	
              10

            
	
              Section
                6.6

            	
              Remedy

            	
              10

            
	 	 	 
	
              ARTICLE
                VII

            	 
	 	 
	
              MISCELLANEOUS
                PROVISIONS 

            	 
	 	 
	
              Section
                7.1

            	
              Order
                of Completion of Transactions

            	
              10

            
	
              Section
                7.2

            	
              Successors
                and Assigns; No Third Party Beneficiaries

            	
              10

            
	
              Section
                7.3

            	
              Fees
                and Expenses

            	
              11

            
	
              Section
                7.4

            	
              Notices

            	
              11

            
	
              Section
                7.5

            	
              Entire
                Agreement

            	
              12

            
	
              Section
                7.6

            	
              Amendments

            	
              12

            
	
              Section
                7.7

            	
              Severability

            	
              12

            
	
              Section
                7.8

            	
              Titles
                and Headings

            	
              13

            
	
              Section
                7.9

            	
              Signatures
                and Counterparts

            	
              13

            
	
              Section
                7.10

            	
              Enforcement
                of Agreement; Damages

            	
              13

            
	
              Section
                7.11

            	
              Governing
                Law

            	
              13

            


    

     

    
      
        
        

      

      
        ii

        
          

        

      

      
        
        

      

    


    EXHIBITS

     

    Exhibit
      A
— Restated GP LLC Agreement

    Exhibit
      B
— Partnership Agreement Amendment


    
      
        
        

      

      
        iii

        
          

        

      

      
        
        

      

    

    


    CONTRIBUTION
      AGREEMENT

     

    THIS
      CONTRIBUTION AGREEMENT (this “Agreement”)
      is
      made and entered into as of this 17th
      day of
      June, 2008, by and among BREITBURN MANAGEMENT COMPANY, LLC, a Delaware limited
      liability company (“BMC”),
      BREITBURN GP, LLC, a Delaware limited liability company (“GP
      LLC”),
      BREITBURN ENERGY CORPORATION, a California corporation (“BEC”),
      and
      BREITBURN ENERGY PARTNERS L.P., a Delaware limited partnership (the
“Partnership”).

     

    W
      I T N E S S E T H:

     

    WHEREAS,
      on the
      date hereof, the Partnership has purchased 14,404,962 Common Units from Pro
      LP
      and Pro GP pursuant to the Common Unit Purchase Agreement; 

     

    WHEREAS,
      on the
      date hereof, the Partnership has purchased a 95.55% limited liability company
      interest in BMC from Pro LP and Pro GP pursuant to the BMC Purchase Agreement
      and Pro LP and Pro GP have ceased to be members of BMC; 

     

    WHEREAS,
      BEC
      holds the remaining issued and outstanding 4.45% limited liability company
      interest in BMC (the “BMC
      Membership Interest”);
      

     

    WHEREAS,
      BEC
      desires to contribute such BMC Membership Interest to the Partnership in
      exchange for Common Units and cease to be a member of BMC, upon the terms and
      subject to the conditions set forth in this Agreement; 

     

    WHEREAS,
      the
      Partnership desires to be admitted to BMC as the sole member of
      BMC;

     

    WHEREAS, BMC
      owns
      a 100% limited liability company interest in GP LLC (the “GP
      Membership Interest”);

     

    WHEREAS,
      BMC
      desires to distribute such GP Membership Interest to the Partnership and cease
      to be a member of GP LLC, upon the terms and subject to the conditions set
      forth
      in this Agreement;

     

    WHEREAS,
      the
      Partnership desires to be admitted to GP LLC as the sole member of GP
      LLC;

     

    WHEREAS, GP
      LLC
      desires to eliminate the entire economic portion of its 0.66473% general partner
      interest in the Partnership (the “Economic
      Interest”)
      but
      remain general partner of the Partnership;

     

    WHEREAS,
      the
      Partnership desires to amend and restate the GP LLC Agreement to provide for,
      among other items, the election of directors of the board of directors of GP
      LLC
      by the limited partners of the Partnership;

     

    WHEREAS,
      GP LLC
      desires to amend the Partnership Agreement to provide for, among other items,
      the elimination of the Economic Interest and the election of directors of the
      board of directors of GP LLC by the limited partners of the Partnership; and
      

     

    
      
        
        

      

      
        1

        
          

        

      

      
        
        

      

    

     

    WHEREAS,
      in
      connection with the foregoing, BMC
      desires to make an election to be treated as an association taxable as a
      corporation for U.S. federal income tax purposes.

     

    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.

     

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

     

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

     

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

     

    “BMC
      LLC Agreement”
means
      the First Amended and Restated Limited Liability Company Agreement of BMC dated
      as of October 10, 2006, as amended.

     

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

     

    “BMC
      Purchase Agreement”
shall
      mean that certain Purchase Agreement dated as of the date hereof, by and among
      Pro LP, Pro GP and the Partnership for the purchase and sale of all of the
      issued and outstanding limited liability company interests of BMC owned by
      Pro
      LP and Pro GP.

     

    “Closing”
means
      the closing of the transactions contemplated by this Agreement.

     

    “Common
      Units”
shall
      mean common units representing limited partner interests in the
      Partnership.

     

    “Common
      Unit Purchase Agreement”
shall
      mean that certain Purchase Agreement dated as of the date hereof, by and among
      Pro LP, Pro GP and the Partnership for the purchase and sale of 14,404,962
      Common Units owned by Pro LP and Pro GP.

     

    “Economic
      Interest”
shall
      have the meaning assigned to such term in the Recitals.

     

    “Encumbrances”
shall
      have the meaning assigned to such term in Section
      3.1.

     

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

     

    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    

     

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

     

    “GP
      LLC Agreement”
means
      the First Amended and Restated Limited Liability Company Agreement of GP LLC
      dated as of October 10, 2006. 

     

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

     

    “Indemnified
      Party”
has
      the
      meaning assigned to such term in Section
      6.2(c)(i).

     

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

     

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

     

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

     

    “Partnership
      Agreement” shall
      mean the First Amended and Restated Agreement of Limited Partnership of the
      Partnership, dated October 10, 2006.

     

    “Partnership
      Agreement Amendment”
has
      the
      meaning assigned to such term in Section
      2.6.

     

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

     

    “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).

     

    “Pro
      GP”
shall
      mean Pro GP Corp., a Delaware corporation.

     

    “Pro
      LP”
shall
      mean Pro LP Corp., a Delaware corporation.

     

    “Restated
      GP LLC Agreement”
has
      the
      meaning assigned to such term in Section
      2.5.
      

     

    “SEC”
shall
      mean the United States Securities and Exchange Commission.

     

    “Securities
      Act”
shall
      mean the Securities Act of 1933, as amended.

     

    “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.

     

    “Transaction
      Documents”
shall
      mean any 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 transactions contemplated by
      this
      Agreement, including the Partnership Agreement Amendment and the Restated GP
      LLC
      Agreement.

     

    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

    

     

    ARTICLE
      II

     

    CONTRIBUTION
      TRANSACTIONS

     

    Upon
      the
      consummation of the transactions contemplated in the Common Unit Purchase
      Agreement and the BMC Purchase Agreement, and subject to the terms and
      conditions of this Agreement, the parties acknowledge and agree that the
      following transactions hereby occur in the following order effective as provided
      in Section
      7.1:

     

    Section
      2.1 Cancellation
      of Common Units Acquired from Pro LP and Pro GP.
      The 14,404,962 Common Units received by the Partnership pursuant to the Common
      Unit Purchase Agreement are hereby cancelled without consideration therefore
      and
      without further action by any Person.

     

    Section
      2.2 Contribution
      of BMC Membership Interest to the Partnership.
      BEC hereby contributes and assigns the BMC Membership Interest to the
      Partnership, and the Partnership hereby accepts such BMC Membership Interest
      in
      exchange for the issuance of 19,955 Common Units to BEC. The
      Partnership shall deliver
      the Common Units being issued to BEC pursuant to this Section
      2.2
      by
      delivering one or more certificates (bearing the legend set forth in
Section
      3.5
      and any
      other legends required by the Partnership Agreement) evidencing such Common
      Units to BEC on the date hereof.

     

    Section
      2.3 Distribution
      of GP Membership Interest to the Partnership.
      BMC hereby distributes and assigns the GP Membership Interest to the
      Partnership, and the Partnership hereby accepts such GP Membership Interest.
      

     

    Section
      2.4 Elimination
      of Economic Interest.
      The Economic Interest is hereby and pursuant to the Partnership Agreement
      Amendment eliminated without consideration therefor and without any further
      action by any Person.

     

    Section
      2.5 Amendment
      of GP LLC Agreement.
      Pursuant to Section 3.1 of the GP LLC Agreement, the GP LLC Agreement is amended
      and restated in its entirety by the second amendment and restatement thereof
      in
      the form attached hereto as Exhibit A (the “Restated
      GP LLC Agreement”).

     

    Section
      2.6 Amendment
      of Partnership Agreement.
      Pursuant to Section 13.1(d)(i) of the Partnership Agreement, the Partnership
      Agreement is amended by Amendment No. 1 thereto in the form attached hereto
      as
      Exhibit B (the “Partnership
      Agreement Amendment”).

     

    Section
      2.7 Continuation
      of BMC.
      The Partnership hereby agrees that it is bound by the terms and conditions
      of
      the BMC LLC Agreement. Notwithstanding any provision in the BMC LLC Agreement,
      the Partnership is hereby admitted to BMC as the sole member of BMC
      simultaneously with the consummation of the contribution and assignment of
      the
      BMC Membership Interest by BEC to the Partnership contemplated hereby, and
      immediately thereafter, BEC shall and does hereby cease to be a member of BMC,
      and shall thereupon cease to have or exercise any right or power as a member
      of
      BMC. The parties hereto agree that the contribution and assignment of the BMC
      Membership Interest from BEC to the Partnership, the Partnership’s admission as
      the sole member of BMC and BEC ceasing to be a member of BMC, shall not dissolve
      BMC, and BMC shall be continued without dissolution.

     

    
      
        
        

      

      
        4

        
          

        

      

      
        
        

      

    

     

    Section
      2.8 Continuation
      of GP LLC.
      The Partnership hereby agrees that it is bound by the terms and conditions
      of
      the GP LLC Agreement. Notwithstanding any provision in the GP LLC Agreement,
      the
      Partnership is hereby admitted to GP LLC as the sole member of GP LLC
      simultaneously with the consummation of the distribution and assignment of
      the
      GP Membership Interest by BMC to the Partnership contemplated hereby, and
      immediately thereafter, BMC shall and does hereby cease to be a member of GP
      LLC, and shall thereupon cease to have or exercise any right or power as a
      member of GP LLC. The parties hereto agree that the distribution and assignment
      of the GP Membership Interest by BMC to the Partnership, the Partnership’s
      admission as the sole member of GP LLC and BMC ceasing to be a member of GP
      LLC,
      shall not dissolve GP LLC, and GP LLC shall be continued without
      dissolution.

     

    Section
      2.9 Tax
      Election.
      The parties hereby acknowledge that BMC will make an election to be treated
      as
      an association taxable as a corporation for U.S. federal income tax
      purposes. 

     

    ARTICLE
      III

     

    REPRESENTATIONS
      AND WARRANTIES OF BEC

     

    As
      of the
      date hereof, BEC hereby represents and warrants to the Partnership as
      follows:

     

    Section
      3.1 Organization.
      BEC has been duly incorporated and is validly existing as a corporation in
      good
      standing under the laws of the State of California. BEC has all requisite
      corporate 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. BEC 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. 

     

    Section
      3.2 Ownership
      of BMC Membership Interest.
      BEC
      is
      the record and beneficial owner of the BMC Membership Interest. BEC owns the
      BMC
      Membership Interest 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.
      Except as set forth in the BMC 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 BMC pursuant to any agreement to which BMC or
      BEC
      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 BMC. 

     

    Section
      3.3 Authorization;
      Execution and Delivery of Agreement.
      BEC has the power and authority to enter into this Agreement and to carry out
      its obligations hereunder. The execution and delivery of this Agreement and
      the
      performance of BEC’s obligations hereunder have been duly authorized by the
      board of directors of BEC, and no other proceedings on the part of BEC are
      necessary to authorize such execution, delivery and performance. This Agreement
      has been duly executed and delivered by BEC and constitutes BEC’s valid and
      binding obligation enforceable against BEC 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).

     

    
      
        
        

      

      
        5

        
          

        

      

      
        
        

      

    

     

    Section
      3.4 Restricted
      Securities.BEC
      understands that the Common Units it is acquiring pursuant to Section
      2.2
      are
“restricted securities” under the federal securities laws inasmuch as they are
      being acquired from the Partnership in a transaction not involving a public
      offering and that under such laws and applicable regulations such securities
      may
      be sold without registration under the Securities Act only in certain limited
      circumstances. In this connection, BEC represents that it is knowledgeable
      with
      respect to Rule 144 of the SEC promulgated under the Securities
      Act.

     

    Section
      3.5 Legend.
      It is understood that the certificates evidencing the Common Units will
      initially bear the following legend: “These securities have not been registered
      under the Securities Act of 1933, as amended. They may not be sold, offered
      for
      sale, pledged or hypothecated in the absence of a registration statement in
      effect with respect to the securities under such Act or pursuant to an exemption
      from registration thereunder and, in the case of a transaction exempt from
      registration, unless sold pursuant to Rule 144 under such Act or the issuer
      has
      received documentation reasonably satisfactory to it that such transaction
      does
      not require registration under such Act.”

     

    ARTICLE
      IV

     

    REPRESENTATIONS
      AND WARRANTIES OF BMC

     

    As
      of the
      date hereof, BMC hereby represents and warrants to the Partnership as
      follows:

     

    Section
      4.1 Organization.
      BMC has been duly formed and is validly existing as a limited liability company
      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. BMC 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 Ownership
      of GP Membership Interest.
      BMC is the record and beneficial owner of the GP Membership Interest. BMC owns
      the GP Membership Interest free and clear of any Encumbrances, except for
      restrictions on transfer arising under applicable securities laws or as
      contemplated by the Partnership Agreement. Except as set forth in the 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 interests
      in
      GP LLC. There are no outstanding options, warrants or similar rights to purchase
      or acquire any equity interests in GP LLC. 

     

    Section
      4.3 Authorization;
      Execution and Delivery of Agreement.
      BMC has the power and authority to enter into this Agreement and to carry out
      its obligations hereunder. The execution and delivery of this Agreement and
      the
      performance of BMC’s obligations hereunder have been duly authorized by the
      board of directors of BMC and, to the extent applicable, are hereby approved
      by
      BEC and the Partnership as members, and no other proceedings on the part of
      BMC
      are necessary to authorize such execution, delivery and performance. This
      Agreement has been duly executed and delivered by BMC and constitutes BMC’s
      valid and binding obligation enforceable against BMC 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).
      To the extent applicable, BMC, as sole member of GP LLC, hereby approves this
      Agreement and the transactions contemplated hereby.

     

    
      
        
        

      

      
        6

        
          

        

      

      
        
        

      

    

     

    ARTICLE
      V

     

    REPRESENTATIONS
      AND WARRANTIES OF THE
      PARTNERSHIP

     

    As
      of the
      date hereof, the Partnership hereby represents and warrants to BEC as
      follows:

     

    Section
      5.1 Organization.
      The Partnership has been duly formed and is validly existing as a limited
      partnership 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. The Partnership 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
      5.2 Authorization;
      Execution and Delivery of Agreements.
      The Partnership has all requisite power and authority to enter into this
      Agreement and each Transaction Document to which it is a party and to carry
      out
      its obligations hereunder and thereunder. The execution and delivery of this
      Agreement and each such Transaction Document and the performance of the
      Partnership’s obligations hereunder and thereunder have been duly authorized by
      the board of directors of GP LLC and, to the extent applicable, are hereby
      approved by GP LLC, as general partner, and no other proceedings on the part
      of
      the Partnership are necessary to authorize such execution, delivery and
      performance. This Agreement and each Transaction Document to which the
      Partnership is a party have been duly executed and delivered by the Partnership
      and constitute valid and binding obligations of the Partnership enforceable
      against the Partnership in accordance with their 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
      5.3 Common
      Units.
      The Common Units to be issued by the Partnership to BEC pursuant to Section
      2.2
      have
      been duly authorized for issuance to BEC and, when issued and delivered by
      the
      Partnership pursuant to this Agreement will be validly issued, fully paid (to
      the extent required under the Partnership Agreement) and non-assessable (except
      as such non-assessability may be affected by Sections 17-607 and 17-804 of
      the
      Delaware Revised Uniform Limited Partnership Act, as amended). 

     

    
      
        
        

      

      
        7

        
          

        

      

      
        
        

      

    

     

    ARTICLE
      VI

     

    INDEMNIFICATION

     

    Section
      6.1 Survival

     

    (a) The
      representations and warranties of BEC contained herein or in any certificates
      or
      documents delivered pursuant to this Agreement on the date hereof shall survive
      the Closing for a period of one (1) year following the date of this Agreement;
      provided,
      however,
      that
      the representations and warranties set forth in Section
      3.3
      (Authorization; Execution and Delivery of Agreement) shall survive
      indefinitely.

     

    (b) The
      representations and warranties of the Partnership contained herein or in any
      certificates or documents delivered pursuant to this Agreement on the date
      hereof shall survive the Closing for a period of one (1) year following the
      date
      of this Agreement; provided,
      however,
      that
      the representations and warranties set forth in Section
      5.2
      (Authorization; Execution and Delivery of Agreements) shall survive
      indefinitely.

     

    Section
      6.2 Indemnification
      Coverage

     

    (a) From
      and
      after the Closing, BEC shall indemnify and defend, save and hold the
      Partnership, and each of its officers, directors, employees and agents
      (collectively, the “Partnership
      Indemnified Parties”)
      harmless if any such Partnership 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 BEC or the breach of any warranty
      by BEC contained in this Agreement or any certificates or other documents
      delivered pursuant to this Agreement at the Closing; and

     

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

     

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

     

    (i) any
      breach or inaccuracy in any representation by the Partnership or the breach
      of
      any warranty by the Partnership contained in this Agreement or any certificates
      or other documents delivered pursuant to this Agreement at the
      Closing;

     

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

     

    
      
        
        

      

      
        8

        
          

        

      

      
        
        

      

    

     

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

     

    (i) the
      amount of any Losses suffered by any BEC Indemnified Party or Partnership
      Indemnified Party, as the case may be (such party seeking indemnification
      pursuant to this Article
      VI,
      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;

     

    (ii) 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
      6.1;
      and

     

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

     

    Section
      6.3 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
      VI,
      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
      6.2(c)(ii),
      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.

     

    
      
        
        

      

      
        9

        
          

        

      

      
        
        

      

    

     

    Section
      6.4 Waiver
      of Consequential, Etc. Damages.
      TO THE FULLEST EXTENT PERMITTED BY LAW, NOTWITHSTANDING ANYTHING TO THE CONTRARY
      IN THIS AGREEMENT, THE PARTNERSHIP SHALL NOT BE LIABLE TO THE BEC INDEMNIFIED
      PARTIES, NOR SHALL BEC BE LIABLE TO ANY OF THE PARTNERSHIP 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
      6.5 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
      VI,
      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
      6.6 Remedy.
      Except for seeking equitable relief under Section
      7.10
      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
      VI.

     

    ARTICLE
      VII

     

    MISCELLANEOUS
      PROVISIONS

     

    Section
      7.1 Order
      of
      Completion of Transactions.
      The
      transactions provided for in Article
      II
      shall be
      completed as follows: (i) the transactions provided for in Section
      2.1
      shall be
      completed immediately following the consummation of the transactions in the
      BMC
      Purchase Agreement and the Common Unit Purchase Agreement; (ii) the transactions
      provided for in Section
      2.2
      shall be
      completed immediately following the completion of the transactions in
Section
      2.1;
      (iii)
      the transactions provided for in Section
      2.3
      shall be
      completed immediately following the completion of the transactions in
Section
      2.2;
      (iv)
      the transactions provided for in Sections
      2.4,
      2.5
      and
2.6
      shall be
      completed concurrently and immediately following the transactions provided
      for
      in Section
      2.3;
      and (v)
      the transactions provided for in Section
      2.9
      shall be
      effective as of the day following the date of this Agreement.

     

    Section
      7.2 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
      VI,
      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.

     

    
      
        
        

      

      
        10

        
          

        

      

      
        
        

      

    

     

    Section
      7.3 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
      7.4 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 the
      Partnership or GP LLC, to:

     

    
      	
              BreitBurn
                GP, LLC

            
	
              515
                South Flower Street, Suite 4800

            
	
              Los
                Angeles, California 90071

            
	
              Facsimile:

            	
              (213)
                225-5917

            
	
              Attention:

            	
              Halbert
                S. Washburn

            
	 	
              Randall
                H. Breitenbach

            


    

     

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

     

    
      	
              Vinson
                & Elkins L.L.P.

            
	
              666
                Fifth Avenue, 26th Floor

            
	
              New
                York, New York 10103

            
	
              Facsimile:

            	
              (917)
                849-5337

            
	
              Attention:

            	
              Alan
                P. Baden

            
	 	
              Shelley
                A. Barber

            


    

     

    (b)  
      If
      to
      BMC, to:

     

    
      	
              BreitBurn
                Management Company, LLC

            
	
              515
                South Flower Street, Suite 4800

            
	
              Los
                Angeles, California 90071

            
	
              Facsimile:

            	
              (213)
                225-5917

            
	
              Attention:

            	
              Halbert
                S. Washburn

            
	 	
              Randall
                H. Breitenbach

            


    

     

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

     

    
      
        
        

      

      
        11

        
          

        

      

      
        
        

      

    

     

    
      	
              Vinson
                & Elkins L.L.P.

            
	
              666
                Fifth Avenue, 26th Floor

            
	
              New
                York, New York 10103

            
	
              Facsimile:

            	
              (917)
                849-5337

            
	
              Attention:

            	
              Alan
                P. Baden

            
	 	
              Shelley
                A. Barber

            


    

     

    (c)  
      If
      to
      BEC, to:

     

    
      	
              BreitBurn
                Energy Corporation

            
	
              515
                South Flower Street, Suite 4800

            
	
              Los
                Angeles, California 90071

            
	
              Facsimile:

            	
              (213)
                225-5917

            
	
              Attention:

            	
              Halbert
                S. Washburn

            
	 	
              Randall
                H. Breitenbach

            


    

     

    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
      7.4
      are
      concerned unless such changed address is located in the United States of America
      and notice of such change shall have been given to such other party hereto
      as
      provided in this Section
      7.4.

     

    Section
      7.5 Entire
      Agreement.
      This Agreement, together with the BMC Purchase Agreement, the Common Unit
      Purchase Agreement 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 BMC Purchase Agreement, the Common
      Unit Purchase Agreement 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. The parties intend that 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
      7.6 Amendments.
      This Agreement may be amended, modified or supplemented only by a written
      instrument executed by the parties hereto.

     

    Section
      7.7 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.

     

    
      
        
        

      

      
        12

        
          

        

      

      
        
        

      

    

     

    Section
      7.8 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
      7.9 Signatures
      and Counterparts.
      To the fullest extent permitted by law, 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 any of the
      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
      7.10 Enforcement
      of 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
      7.11 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 (i) THAT IT IS AND SHALL CONTINUE TO BE SUBJECT TO THE JURISDICTION
      OF
      THE COURTS OF THE STATE OF DELAWARE AND OF THE FEDERAL COURTS SITTING IN THE
      STATE OF DELAWARE, AND (ii) TO
      THE
      EXTENT THAT SUCH PARTY IS NOT OTHERWISE SUBJECT TO SERVICE OF PROCESS IN THE
      STATE OF DELAWARE, TO APPOINT AND MAINTAIN AN AGENT IN THE STATE OF DELAWARE
      AS
      SUCH PARTY’S AGENT FOR ACCEPTANCE OF LEGAL PROCESS AND NOTIFY THE OTHER PARTIES
      HERETO OF THE NAME AND ADDRESS OF SUCH AGENT.

     

    
      
        
        

      

      
        13

        
          

        

      

      
        
        

      

    

    


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

     

    
      	
              BREITBURN
                MANAGEMENT COMPANY, 

              LLC

            
	 	 
	
              By:

            	   
              /s/ Halbert S. Washburn
	 	
              Name: Halbert
                S. Washburn

            
	 	
              Title:
                Co-Chief Executive Officer

            
	 	 
	
              BREITBURN
                GP, LLC

            
	 	 
	
              By:

            	   
              /s/ Halbert S. Washburn
	 	
              Name:
                Halbert S. Washburn

            
	 	
              Title:
                Co-Chief Executive Officer

            
	 	 
	
              BREITBURN
                ENERGY CORPORATION

            
	 	 
	
              By:

            	   
              /s/ Halbert S. Washburn
	 	
              Name:
                Halbert S. Washburn

            
	 	
              Title:
                Co-Chief Executive Officer

            
	 	 
	
              BREITBURN
                ENERGY PARTNERS L.P.

            
	 	 
	
              By:
                

            	
              BreitBurn
                GP, LLC, its general partner

            
	 	 
	
              By:

            	   
              /s/ Halbert S. Washburn
	 	
              Name:
                Halbert S. Washburn

            
	 	
              Title:
                Co-Chief Executive Officer

            


    

     

    
      Signature
        Page to Contribution Agreement