Exhibit
      10.2

     

    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
      of the Common Units of

     

    BREITBURN
      ENERGY PARTNERS L.P.

     

    a
      Delaware limited partnership

     

    owned
      by Pro LP Corp. and Pro GP Corp.

     

     

     

    
 

    dated
      as of June ___, 2008

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    TABLE
      OF CONTENTS

    
      	 	 	
              Page

            
	 
	
              ARTICLE
                I

            
	
              DEFINITIONS

            
	 
	
              ARTICLE
                II

            
	
              SALE
                AND PURCHASE

            
	 	 	 
	
              Section
                2.1

            	
              Agreement
                to Sell and to Purchase

            	
              3

            
	
              Section
                2.2

            	
              Certain
                Deliveries at Closing

            	
              4

            
	
              Section
                2.3

            	
              Purchase
                Price

            	
              4

            
	 
	
              ARTICLE
                III

            
	
              REPRESENTATIONS
                AND WARRANTIES OF SELLING PARTIES

            
	 	 	 
	
              Section
                3.1

            	
              Organization

            	
              4

            
	
              Section
                3.2

            	
              Title

            	
              4

            
	
              Section
                3.3

            	
              Validity
                of Agreement; Authorization

            	
              4

            
	
              Section
                3.4

            	
              No
                Conflict or Violation

            	
              5

            
	
              Section
                3.5

            	
              Consents
                and Approvals

            	
              5

            
	
              Section
                3.6

            	
              Brokers

            	
              5

            
	
              Section
                3.7

            	
              No
                Other Representations

            	
              5

            
	 
	
              ARTICLE
                IV

            
	
              REPRESENTATIONS
                AND WARRANTIES OF BUYER

            
	 	 	 
	
              Section
                4.1

            	
              Organization

            	
              6

            
	
              Section
                4.2

            	
              Validity
                of Agreement; Authorization

            	
              6

            
	
              Section
                4.3

            	
              No
                Conflict or Violation

            	
              6

            
	
              Section
                4.4

            	
              Consents
                and Approvals

            	
              6

            
	
              Section
                4.5

            	
              Brokers

            	
              7

            
	
              Section 4.6

            	
              Financial
                Ability

            	
              7

            
	 
	
              ARTICLE
                V

            
	
              COVENANTS

            
	 	 	 
	
              Section
                5.1

            	
              Further
                Assurances

            	
              7

            
	
              Section
                5.2

            	
              Commercially
                Reasonable Efforts

            	
              7

            
	
              Section
                5.3

            	
              Confidential
                Information

            	
              7

            
	
              Section
                5.4

            	
              Transfer
                Taxes and Tax Information

            	
              8

            
	 
	
              ARTICLE
                VI

            
	
              CLOSING
                DELIVERIES-SELLING PARTIES

            
	 	 	 
	
              Section
                6.1

            	
              Receipt
                of Documents

            	
              8

            


    


    
      
        
        

      

      
        i

        
          

        

      

      
        
        

      

    

    


    
      	
              Section
                6.2

            	
              Consents
                and Approvals

            	
              8

            
	
              Section
                6.3

            	
              Contemporaneous
                Closing Under the GP LLC Interest Agreement

            	
              8

            
	
              Section
                6.4

            	
              Amendment
                of Administrative Services Agreement with BreitBurn Energy Company
                LP,
                Operations and Proceeds Agreement and Surface Operating
                Agreement

            	
              8

            
	 
	
              ARTICLE
                VII

            
	
              CLOSING
                DELIVERIES-BUYER

            
	 	 	 
	
              Section
                7.1

            	
              Receipt
                of Documents

            	
              9

            
	
              Section
                7.2

            	
              Consents
                and Approvals

            	
              9

            
	
              Section
                7.3

            	
              Contemporaneous
                Closing Under the GP LLC Interest Agreement

            	
              9

            
	 
	
              ARTICLE
                VIII

            
	
              [RESERVED]

            
	 
	
              ARTICLE
                IX

            
	
              SURVIVAL;
                INDEMNIFICATION

            
	 	 	 
	
              Section
                9.1

            	
              Survival

            	
              9

            
	
              Section
                9.2

            	
              Indemnification
                Coverage

            	
              9

            
	
              Section
                9.3

            	
              Procedures

            	
              11

            
	
              Section
                9.4

            	
              Waiver
                of Consequential, Etc., Damages

            	
              11

            
	
              Section
                9.5

            	
              Compliance
                with Express Negligence Rule

            	
              11

            
	
              Section
                9.6

            	
              Remedy

            	
              12

            
	
              Section
                9.7

            	
              Tax
                Treatment of Indemnity Payments

            	
              12

            
	 
	
              ARTICLE
                X

            
	
              MISCELLANEOUS
                PROVISIONS

            
	 	 	 
	
              Section
                10.1

            	
              Publicity

            	
              12

            
	
              Section
                10.2

            	
              Successors
                and Assigns; No Third Party Beneficiaries

            	
              12

            
	
              Section
                10.3

            	
              Investment
                Bankers, Financial Advisors, Brokers and Finders

            	
              12

            
	
              Section
                10.4

            	
              Fees
                and Expenses

            	
              12

            
	
              Section
                10.5

            	
              Notices

            	
              13

            
	
              Section
                10.6

            	
              Entire
                Agreement

            	
              14

            
	
              Section
                10.7

            	
              Amendments

            	
              14

            
	
              Section
                10.8

            	
              Severability

            	
              14

            
	
              Section
                10.9

            	
              Titles
                and Headings

            	
              14

            
	
              Section
                10.10

            	
              Signatures
                and Counterparts

            	
              14

            
	
              Section
                10.11

            	
              Enforcement
                of the Agreement; Damages

            	
              14

            
	
              Section
                10.12

            	
              Governing
                Law

            	
              15

            
	
              Section
                10.13

            	
              Disclosure

            	
              15

            
	
              Section 10.14

            	
              Consent
                to Jurisdiction

            	
              15

            


    


    
      
        
        

      

      
        ii

        
          

        

      

      
        
        

      

    


    Disclosure
      Schedules

     

    
      	
              Schedule
                2.3

            	
              Purchase
                Price Allocation

            
	
              Schedule
                3.2

            	
              Transfer
                Restrictions

            
	
              Schedule
                3.4

            	
              Selling
                Parties’ No Conflict or Violation

            
	
              Schedule
                3.5

            	
              Selling
                Parties’ Consents and Approvals

            
	
              Schedule
                3.6

            	
              Selling
                Parties’ Brokers

            
	
              Schedule
                4.3

            	
              Buyer’s
                No Conflict or Violation

            
	
              Schedule
                4.4

            	
              Buyer’s
                Consents and Approvals

            
	
              Schedule 4.5

               

            	
              Buyer’s
                Brokers

               

            


    

    Exhibits

     

    
      	
              Exhibit
                2.2(a)(i)

            	
              Assignment
                Separate from Certificate (Pro LP)

            
	
              Exhibit 2.2(a)(ii)

            	
              Assignment
                Separate from Certificate (Pro GP)

            
	
              Exhibit
                6.4(a)

            	
              Amendment
                to Administrative Services Agreement

            
	
              Exhibit
                6.4(b)

            	
              Amendment
                to Operations and Proceeds Agreement

            
	
              Exhibit
                6.4(c)

            	
              Amendment
                to Surface Operating Agreement

            
	
              Exhibit
                7.3

            	
              Acknowledgement
                and Termination of Omnibus
                Agreement

            


    


    
      
        
        

      

      
        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
      owns 14,344,659 common units (“Common
      Units”)
      representing limited partnership interests in BreitBurn Energy Partners L.P.,
      a
      Delaware limited partnership (the “Partnership”,
      and
      such Common Units owned by Pro LP being referred to herein as the “Pro
      LP Common Units”),
      which
      represent an approximate 21.5% limited partner interest in the
      Partnership;

     

    WHEREAS,
      Pro GP
      owns 60,303 Common Units (the “Pro
      GP Common Units,”
and
      together with the Pro LP Common Units, the “Sellers’
      Common Units”),
      which
      represent an approximate 0.1% limited partner interest in the
      Partnership;

     

    WHEREAS,
      Buyer
      desires to purchase the Sellers’ Common Units from the respective Selling
      Parties, and each Selling Party desires to sell the Sellers’ Common Units owned
      by it to Buyer, in each case upon the terms and subject to the conditions set
      forth in this Agreement;

     

    WHEREAS,
      Pro LP
      and Pro GP own certain limited liability company interests in the entity that
      is
      the sole member of the general partner of the Partnership, which limited
      liability company interests 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 “GP
      LLC Interest 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.

     

    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.

     

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

     

    “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).

     

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

     

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

     

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

     

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

     

    “Governmental
      Authority”
has
      the
      meaning assigned to such term in Section
      3.4.

     

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

     

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

     

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

     

    “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.

     

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

     

    “Partnership
      Entities”
shall
      mean the Partnership and its Subsidiaries.

     

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

     

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

     

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

     

    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    


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

     

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

     

    “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.

     

    “Sellers’
      Common Units”
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.

     

    “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 Sellers’ Common Units
      contemplated by this Agreement, including without limitation the Seller Parent
      Guaranty.

     

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

     

    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 Common Units, 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 Partnership 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 Common Units, free and clear of
      any
      Encumbrances, except for restrictions on transfer arising under applicable
      securities laws or as may be set forth in the Partnership
      Agreement.

     

    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

    


    (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.

     

    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 certificate endorsed to Buyer,
      representing 14,344,659 Common Units or a duly executed Assignment Separate
      from
      Certificate in the form attached as Exhibit
      2.2(a)(i)
      hereto;

     

    (ii) Pro
      GP
      shall deliver to Buyer a duly executed certificate endorsed to Buyer,
      representing 60,303 Common Units or a duly executed Assignment Separate from
      Certificate (Pro LP) in the form attached as Exhibit
      2.2(a)(ii)
      hereto;
      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.

     

    Section
      2.3 Purchase
      Price.
      The
      aggregate purchase price for the Sellers’ Common Units (the “Purchase
      Price”)
      shall
      be $335,033,175, 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.
      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.

     

    Section
      3.2 Title.
      Except
      as provided in the Partnership Agreement and for restrictions on transfer set
      forth on Schedule
      3.2
      or
      arising under applicable securities laws, (i) Pro LP owns all of the Pro LP
      Common Units, free and clear of any Encumbrances, and (ii) Pro GP owns all
      of
      the Pro GP Common Units, free and clear of any Encumbrances.

     

    Section
      3.3 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).


    
      
        
        

      

      
        4

        
          

        

      

      
        
        

      

    


    Section
      3.4 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 do not: (a) violate or conflict with any provision of the Organizational
      Documents of any Selling Party; (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 is a party or by which any of them is bound or to which any
      of
      their respective properties or assets is subject; or (d) result in the creation
      or imposition of any Encumbrance upon any of the properties or assets of any
      of
      the Partnership Entities, except in the cases of clauses (b) through (d) above,
      as set forth on Schedule
      3.4.

     

    Section
      3.5 Consents
      and Approvals.
      Except
      as disclosed on Schedule
      3.5,
      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 any of the Selling Parties) is required for any such party to execute
      and deliver this Agreement or to perform its respective obligations hereunder.
      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.

     

    Section
      3.6 Brokers.
      Except
      as disclosed on Schedule
      3.6,
      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 or any Partnership
      Entity would have any obligation or liability.

     

    Section
      3.7 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 any
      of
      the Partnership Entities or their respective businesses, individually or on
      a
      consolidated basis.


    
      
        
        

      

      
        5

        
          

        

      

      
        
        

      

    


    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.

     

    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 or will be at
      the
      Closing, as applicable, duly executed and delivered by Buyer and constitute,
      or
      will constitute at the Closing, as applicable, 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).

     

    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 do not and will 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.

     

    
      
        
        

      

      
        6

        
          

        

      

      
        
        

      

    


    Section
      4.5 Brokers.
      Except
      as disclosed on Schedule
      4.5,
      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’ Common Units or otherwise to effectuate
      the purposes of this Agreement. Except as provided in Section
      5.7
      of the
      GP LLC Interest Agreement, each of the parties hereto acknowledges and agrees
      that this Agreement shall not relieve either party from any obligations or
      liabilities it may have under existing agreements to the other party for
      services rendered prior to the date 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.

     

    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
      Partnership Entities. Notwithstanding the foregoing, the Selling Parties may
      disclose any information relating to the business and operations of the
      Partnership 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 Agreements
      now existing with respect to the Sellers’ Common Units or Partnership 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 destroyed. Furthermore,
      if
      any parties to the Bidder Confidentiality Agreements breach the terms of their
      respective agreements, 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’ Common
      Units.


    
      
        
        

      

      
        7

        
          

        

      

      
        
        

      

    


    Section
      5.4 Transfer
      Taxes and Tax Information.
      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. 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 Transfer Taxes due with such tax return
      and, in such case, Buyer promptly shall reimburse such Transfer Taxes to such
      Selling Party. Buyer shall provide to each Selling Party, by January 31, 2009,
      the information necessary to allow each Selling Party to file the statement
      required by the second sentence of Treasury Bulletin Section 1.751-1(b)(5),
      which information will be based upon the unaudited financial statements of
      Buyer.

     

    ARTICLE
      VI

    CLOSING
      DELIVERIES-SELLING PARTIES

     

    At
      or
      before 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
      3.5
      shall
      have been duly obtained and shall be in full force and effect on the Closing
      Date.

     

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

     

    Section
      6.4 .
      The
      Selling Parties shall have caused their affiliates to enter into an amendment
      of
      each of the Administrative Services Agreement with BreitBurn Energy Company
      LP,
      the Operations and Proceeds Agreement and the Surface Operating Agreement in
      the
      form attached hereto as Exhibits
      6.4(a),
      (b)
      and
(c).
      


    
      
        
        

      

      
        8

        
          

        

      

      
        
        

      

    


    ARTICLE
      VII

    CLOSING
      DELIVERIES-BUYER 

     

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

     

    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 GP LLC Interest Agreement.
      The
      Selling Parties’ conditions to closing under the GP LLC Interest 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 liability interests
      thereunder to the Selling Parties in accordance with the terms of the GP LLC
      Interest Agreement. The Buyer shall, and shall have caused its Affiliates to,
      enter into an acknowledgement of termination of the Omnibus Agreement in the
      form attached hereto as Exhibit
      7.3.

     

    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
      the representations and warranties set forth in Section
      3.2
      (Title),
Section
      3.3
      (Validity of Agreement; Authorization), and Section
      3.6
      (Brokers) shall survive indefinitely. 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.

     

    (a) From
      and
      after the Closing, the Selling Parties shall indemnify and defend, save and
      hold
      Buyer, the Partnership 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:


    
      
        
        

      

      
        9

        
          

        

      

      
        
        

      

    


    (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; 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; and

     

    (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.

     

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

     

    (i) 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;

     

    (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
      9.1;
      and

     


    
      
        
        

      

      
        10

        
          

        

      

      
        
        

      

    


    (iii) 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)(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.

     

    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
      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.


    
      
        
        

      

      
        11

        
          

        

      

      
        
        

      

    


    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 of any press release or announcement to be made on the Closing Date
      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.

     

    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
      Partnership 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 Partnership 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
      Partnership 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.

     

    
      
        
        

      

      
        12

        
          

        

      

      
        
        

      

    


    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) 226-6747

    Attention:
      Richard L. Wynne

     

    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.

    

      
        
          
          

        

        
          13

          
            

          

        

        
          
          

        

      

    

     

    Section
      10.6 Entire
      Agreement.
      This
      Agreement, together with the Disclosure Schedules and exhibits hereto, 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 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.

     

    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.


    
      
        
        

      

      
        14

        
          

        

      

      
        
        

      

    


    Section
      10.12 Governing
      Law.
      This
      Agreement shall be governed by and construed in accordance with the internal
      and
      substantive laws of the 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.

     

    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.


    
      
        
        

      

      
        15

        
          

        

      

      
        
        

      

    


    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/ Halbert S. Washburn

            
	 	
              Name:
                Halbert S. Washburn

            
	 	
              Title:
                Co-Chief Executive Officer

            


    

    


    [Signature
      Page to BreitBurn Energy Partners L.P. Common Units PSA]