Exhibit 10.1


 


Execution Copy


 




 





 


 


AMENDED AND RESTATED


 


UNIT PURCHASE AGREEMENT


 


BY AND AMONG


 


BREITBURN ENERGY PARTNERS L.P.


 


AND


 


THE PURCHASERS NAMED HEREIN


 


 




 





 

















 


TABLE OF CONTENTS


 


	
  ARTICLE I

  
	
   

  
	
  DEFINITIONS

  
	
   

  	
   

  	
   

  
	
  Section 1.1

  	
  Definitions

  	
  1

  
	
  Section 1.2

  	
  Accounting Procedures and Interpretation

  	
  6

  
	
   

  	
   

  	
   

  
	
  ARTICLE II

  
	
   

  
	
  SALE AND PURCHASE

  
	
   

  	
   

  	
   

  
	
  Section 2.1

  	
  Sale and Purchase

  	
  6

  
	
  Section 2.2

  	
  Closing

  	
  7

  
	
   

  	
   

  	
   

  
	
  ARTICLE III

  
	
   

  	
   

  	
   

  
	
  REPRESENTATIONS AND WARRANTIES OF BREITBURN

  
	
   

  	
   

  	
   

  
	
  Section 3.1

  	
  Existence

  	
  8

  
	
  Section 3.2

  	
  Capitalization and Valid Issuance of
  Purchased Units

  	
  8

  
	
  Section 3.3

  	
  BreitBurn SEC Documents

  	
  10

  
	
  Section 3.4

  	
  No Material Adverse Change

  	
  10

  
	
  Section 3.5

  	
  Litigation

  	
  10

  
	
  Section 3.6

  	
  No Breach

  	
  11

  
	
  Section 3.7

  	
  Authority

  	
  11

  
	
  Section 3.8

  	
  Compliance with Laws

  	
  11

  
	
  Section 3.9

  	
  Approvals

  	
  12

  
	
  Section 3.10

  	
  MLP Status

  	
  12

  
	
  Section 3.11

  	
  Investment Company Status

  	
  12

  
	
  Section 3.12

  	
  Offering

  	
  12

  
	
  Section 3.13

  	
  Certain Fees

  	
  12

  
	
  Section 3.14

  	
  No Side Agreements

  	
  12

  
	
  Section 3.15

  	
  Internal Accounting Controls

  	
  13

  
	
  Section 3.16

  	
  Material Agreements

  	
  13

  
	
  Section 3.17

  	
  Preemptive Rights or Registration Rights

  	
  13

  
	
  Section 3.18

  	
  Insurance

  	
  13

  
	
  Section 3.19

  	
  Acknowledgment Regarding Purchase of
  Purchased Common Units

  	
  13

  
	
  Section 3.20

  	
  Non-Disclosure

  	
  14

  
	
   

  	
   

  	
   

  
	
  ARTICLE IV

  
	
   

  	
   

  	
   

  
	
  REPRESENTATIONS AND WARRANTIES OF EACH
  PURCHASER

  
	
   

  	
   

  	
   

  
	
  Section 4.1

  	
  Valid Existence

  	
  14

  
	
  Section 4.2

  	
  Authorization, Enforceability

  	
  14

  



 

















 


	
  Section 4.3

  	
  No Breach

  	
  14

  
	
  Section 4.4

  	
  Investment

  	
  15

  
	
  Section 4.5

  	
  Nature of Purchaser

  	
  15

  
	
  Section 4.6

  	
  Receipt of Information; Authorization

  	
  15

  
	
  Section 4.7

  	
  Restricted Securities

  	
  16

  
	
  Section 4.8

  	
  Certain Fees

  	
  16

  
	
  Section 4.9

  	
  Legend

  	
  16

  
	
  Section 4.10

  	
  Short Selling

  	
  16

  
	
  Section 4.11

  	
  No Side Agreements

  	
  16

  
	
  Section 4.12

  	
  Purchase of Securities

  	
  16

  
	
   

  	
   

  	
   

  
	
  ARTICLE V

  
	
   

  	
   

  	
   

  
	
  COVENANTS

  
	
   

  	
   

  	
   

  
	
  Section 5.1

  	
  Certain Special Allocations of Book and
  Taxable Income

  	
  17

  
	
  Section 5.2

  	
  Subsequent Public Offerings

  	
  17

  
	
  Section 5.3

  	
  Purchaser Lock-Up

  	
  18

  
	
  Section 5.4

  	
  Taking of Necessary Action

  	
  18

  
	
  Section 5.5

  	
  Non-Disclosure; Interim Public Filings

  	
  18

  
	
  Section 5.6

  	
  Use of Proceeds

  	
  19

  
	
  Section 5.7

  	
  Tax Information

  	
  19

  
	
  Section 5.8

  	
  Third Quarter Distribution

  	
  19

  
	
   

  	
   

  	
   

  
	
  ARTICLE VI

  
	
   

  	
   

  	
   

  
	
  CLOSING CONDITIONS

  
	
   

  	
   

  	
   

  
	
  Section 6.1

  	
  Conditions to the Closing

  	
  19

  
	
  Section 6.2

  	
  BreitBurn Deliveries

  	
  21

  
	
  Section 6.3

  	
  Escrow Purchaser Deliveries

  	
  21

  
	
  Section 6.4

  	
  Non-Escrow Purchaser Deliveries

  	
  22

  
	
   

  	
   

  	
   

  
	
  ARTICLE VII

  
	
   

  	
   

  	
   

  
	
  INDEMNIFICATION, COSTS AND EXPENSES

  
	
   

  	
   

  	
   

  
	
  Section 7.1

  	
  Indemnification by BreitBurn

  	
  22

  
	
  Section 7.2

  	
  Indemnification by Purchasers

  	
  23

  
	
  Section 7.3

  	
  Indemnification Procedure

  	
  23

  
	
   

  	
   

  	
   

  
	
  ARTICLE VIII

  
	
   

  	
   

  	
   

  
	
  MISCELLANEOUS

  
	
   

  	
   

  	
   

  
	
  Section 8.1

  	
  Interpretation of Provisions

  	
  24

  
	
  Section 8.2

  	
  Survival of Provisions

  	
  24

  
	
  Section 8.3

  	
  No Waiver; Modifications in Writing

  	
  25

  



 


ii

















 


	
  Section 8.4

  	
  Binding Effect; Assignment

  	
  25

  
	
  Section 8.5

  	
  Confidentiality and Non-Disclosure

  	
  25

  
	
  Section 8.6

  	
  Communications

  	
  26

  
	
  Section 8.7

  	
  Removal of Legend

  	
  26

  
	
  Section 8.8

  	
  Entire Agreement

  	
  26

  
	
  Section 8.9

  	
  Governing Law

  	
  26

  
	
  Section 8.10

  	
  Execution in Counterparts

  	
  26

  
	
  Section 8.11

  	
  Termination

  	
  26

  
	
  Section 8.12

  	
  Expenses

  	
  27

  
	
  Section 8.13

  	
  Recapitalization, Exchanges, Etc. Affecting
  the Purchased Units

  	
  27

  
	
  Section 8.14

  	
  Obligations Limited to Parties to Agreement

  	
  28

  



 


iii

















 


AMENDED AND RESTATED UNIT PURCHASE AGREEMENT


 


AMENDED AND
RESTATED UNIT PURCHASE AGREEMENT, dated as of October 26, 2007 (this “Agreement”),
by and among BREITBURN ENERGY PARTNERS L.P., a Delaware limited partnership (“BreitBurn”),
and each of the  Purchasers listed
in Schedule 2.1 attached hereto (a “Purchaser” and, collectively,
the “Purchasers”).


 


WHEREAS,
BreitBurn and the Purchasers entered into that certain Unit Purchase Agreement
dated as of September 11, 2007 (the “Original Agreement”);


 


WHEREAS,
contemporaneous with the execution of the Original Agreement, BreitBurn,
through its indirect ownership of BreitBurn Operating L.P., a Delaware limited
partnership, entered into a definitive purchase agreement to acquire oil and
gas properties, the associated leases and reserves, producing facilities and
other related equipment as described in the Hermes Contribution Agreement upon
the terms and conditions and for the consideration set forth in the Hermes
Contribution Agreement from Hermes (the “Hermes Acquisition”);


 


WHEREAS,
BreitBurn desires to partially finance the Hermes Acquisition through the sale
of an aggregate of $450 million of Common Units and the Purchasers desire to
purchase an aggregate of $450 million of Common Units from BreitBurn, each in
accordance with the provisions of this Agreement;


 


WHEREAS,
BreitBurn has agreed to provide the Purchasers with certain registration rights
with respect to the Purchased Units acquired pursuant to this Agreement;


 


WHEREAS,
BreitBurn and the Purchasers desire to amend and restate the Original Agreement
in its entirety to provide for payment of the purchase price pursuant to an
escrow agreement; and


 


NOW THEREFORE,
in consideration of the mutual covenants and agreements set forth herein and
for good and valuable consideration, the receipt and sufficiency of which are
hereby acknowledged, BreitBurn and each of the Purchasers, severally and not
jointly, hereby agree to amend and restate the Original Agreement in its
entirety as follows:


 


ARTICLE I



DEFINITIONS


 


Section 1.1             Definitions. As used in this
Agreement, and unless the context requires a different meaning, the following
terms have the meanings indicated:


 


“Action”
against a Person means any lawsuit, action, proceeding, investigation, inquiry,
complaint or litigation before any Governmental Authority, mediator or
arbitrator.


 


“Affiliate”
means, with respect to a specified Person, any other Person, whether now in
existence or hereafter created, directly or indirectly controlling, controlled
by or under direct or indirect common control with such specified Person. For
purposes of this definition, “control” (including, with correlative meanings, “controlling”,
“controlled by” and “under common control 


 

















 


with”) means the
power to direct or cause the direction of the management and policies of such
Person, directly or indirectly, whether through the ownership of voting
securities, by contract or otherwise.


 


“Agreement”
shall have the meaning specified in the introductory paragraph.


 


“Basic
Documents” means, collectively, this Agreement, the Escrow Agreement, the
Hermes Contribution Agreement, the BreitBurn Credit Facility, the Registration
Rights Agreement and any and all other agreements or instruments executed and
delivered by the Parties to evidence the execution, delivery and performance of
this Agreement, and any amendments, supplements, continuations or modifications
thereto.


 


“Board of
Directors” means the board of directors of the General Partner.


 


“BreitBurn”
shall have the meaning specified in the opening paragraph.


 


“BreitBurn
Credit Facility” means, collectively, (i) the Credit Agreement, dated as of
October 10, 2006 by and among BreitBurn Operating L.P., as Borrower, and
BreitBurn Energy Partners L.P., Alamitos Company LLC, Alamitos Company, Phoenix
Production Company, Preventive Maintenance Services, LLC and BreitBurn Operating
GP, LLC, as Guarantors, Wells Fargo Bank, National Association, as Lead
Arranger, Administrative Agent and Issuing Lender, and the other Lenders party
thereto and all other documents entered into by BreitBurn and its Affiliates in
connection therewith, as contemplated to be amended in connection with the
Hermes Acquisition and (ii) any senior secured credit facility entered into by
BreitBurn and its Affiliates the proceeds of which are used, in part, to
refinance the foregoing.


 


“BreitBurn
Financial Statements” shall have the meaning specified in Section 3.3.


 


“BreitBurn
Material Adverse Effect” means any material and adverse effect on (i) the
assets, liabilities, financial condition, business, operations, prospects or
affairs of BreitBurn and its Subsidiaries and the Hermes Assets, taken as a
whole, other than those occurring as a result of general economic or financial
conditions or other developments that are not unique to and do not have a
material disproportionate impact on BreitBurn and its Subsidiaries but also
affect other Persons who participate in or are engaged in the lines of business
of which BreitBurn and its Subsidiaries participate or are engaged, (ii) the
ability of BreitBurn Parties, taken as a whole, to carry on their business as their
business is conducted as of the date hereof or to meet their obligations under
the Basic Documents on a timely basis or (iii) the ability of BreitBurn to
consummate the transactions under any Basic Document; provided, however, that with respect to Section 6.1(b)(ii),
Section 6.2(e) and Section 8.11, a BreitBurn Material Adverse Effect shall not
include any material and adverse effect on the foregoing to the extent such
material and adverse effect results from, arises out of, or relates to
(x) a general deterioration in the economy or changes in the general state
of the industries in which the BreitBurn Parties operate, except to the extent
that the BreitBurn Parties, taken as a whole, are adversely affected in a
disproportionate manner as compared to other industry participants,
(y) the outbreak or escalation of hostilities involving the United States,
the declaration by the United States of a national emergency or war or the
occurrence of any other calamity or crisis, including acts of terrorism, or (z) any
change in 


 


2

















 


accounting requirements or principles imposed
upon BreitBurn and its Subsidiaries or their respective businesses or any
change in applicable Law, or the interpretation thereof.


 


“BreitBurn
Parties” means BreitBurn, the General Partner, and all of BreitBurn’s
Subsidiaries.


 


“BreitBurn
Related Parties” shall have the meaning specified in Section 7.2.


 


“BreitBurn
SEC Documents” shall have the meaning specified in Section 3.3.


 


“Breitenbach
Amended and Restated Employment Agreement” means the Amended and Restated
Employment Agreement by and between Pro GP Corp., BreitBurn Management Company,
LLC, BreitBurn GP, LLC and Randall Breitenbach, dated as of October 10, 2006.


 


“Business
Day” means any day other than a Saturday, Sunday or a holiday on which The
Nasdaq Global Market is closed.


 


“Closing”
shall have the meaning specified in Section 2.2.


 


“Closing
Date” shall have the meaning specified in Section 2.2.


 


“Code”
means the Internal Revenue Code of 1986, as amended from time to time.


 


“Commission”
means the United States Securities and Exchange Commission.


 


“Commitment
Amount” means the dollar amount set forth opposite each Purchaser’s name on
Schedule 2.1 to this Agreement under the heading “Commitment Amount.”


 


“Common
Unit Price” shall have the meaning specified in Section 2.1(b).


 


“Common
Units” means the common units of BreitBurn representing limited partner
interests.


 


“Delaware
LLC Act” shall have the meaning specified in Section 3.2(c).


 


“Delaware
LP Act” shall have the meaning specified in Section 3.2(c).


 


“Escrow
Agreement” means the escrow agreement to be entered into on the date hereof
among BreitBurn, the Escrow Purchasers, Lehman Brothers, Inc., as placement
agent, and Wells Fargo Bank, which is attached hereto as Exhibit G, as
such agreement may be amended, or any successor agreement.


 


“Escrow
Agent” shall have the meaning specified in the Escrow Agreement.


 


“Escrow
Purchasers” means the Purchasers that are a party to the Escrow Agreement.


 


“Exchange
Act” means the Securities Exchange Act of 1934, as amended from time to
time, and the rules and regulations of the Commission promulgated thereunder.


 


3

















 


“Form 8-K
Filing” shall have the meaning specified in Section 5.5.


 


“GAAP”
means generally accepted accounting principles in the United States of America
in effect from time to time.


 


“General
Partner” means BreitBurn GP, LLC, a Delaware limited liability company and
the general partner of BreitBurn.


 


“Governmental
Authority” means, with respect to a particular Person, the country, state,
county, city and political subdivisions in which such Person or such Person’s
Property is located or that exercises valid jurisdiction over any such Person
or such Person’s Property, and any court, agency, department, commission,
board, bureau or instrumentality of any of them and any monetary authorities
that exercise valid jurisdiction over any such Person or such Person’s Property.
Unless otherwise specified, all references to Governmental Authority herein
shall mean a Governmental Authority having jurisdiction over, where applicable,
BreitBurn, its Subsidiaries or any of their Property or any of the Purchasers.


 


“Hermes”
means Quicksilver Resources, Inc, a Delaware corporation.


 


“Hermes
Acquisition” shall have the meaning specified in the recitals.


 


“Hermes
Assets” means those certain capital stock and equity interests purchased
pursuant to the Hermes Contribution Agreement.


 


“Hermes
Closing Date” means the date on which the Hermes Acquisition is
consummated.


 


“Hermes
Contribution Agreement” means that certain Contribution Agreement, dated as
of September 11, 2007, as the same may be amended from time to time, between
Hermes, a Delaware  corporation,
and BreitBurn Operating L.P., a Delaware limited partnership, acting through
its general partner, BreitBurn Operating GP, LLC, a Delaware limited liability
company, which is attached hereto as Exhibit C.


 


“Indemnified
Party” shall have the meaning specified in Section 7.3.


 


“Indemnifying
Party” shall have the meaning specified in Section 7.3.


 


“Law”
means any federal, state, local or foreign order, writ, injunction, judgment,
settlement, award, decree, statute, law, rule or regulation.


 


“Lien”
means any interest in Property securing an obligation owed to, or a claim by, a
Person other than the owner of the Property, whether such interest is based on
the common law, statute or contract, and whether such obligation or claim is
fixed or contingent, and including the lien or security interest arising from a
mortgage, encumbrance, pledge, security agreement, conditional sale or trust
receipt or a lease, consignment or bailment for security purposes.


 


“Lock-Up
Date” means 90 days from the Closing Date.


 


4

















 


“Non-Escrow
Purchasers” means the Purchasers that are not a party to the Escrow
Agreement.


 


“Original
Agreement” shall have the meaning specified in the recitals.


 


“Partnership
Agreement” shall have the meaning specified in Section 2.1(a).


 


“Party”
or “Parties” means BreitBurn and the Purchasers, individually or
collectively, as the case may be.


 


“Person”
means any individual, corporation, company, voluntary association, partnership,
trust, limited liability company, unincorporated organization or government or
any agency, instrumentality or political subdivision thereof, or any other form
of entity.


 


“Placement
Agents” means Lehman Brothers Inc., Citigroup Global Markets Inc. and
Credit Suisse Securities (USA) LLC.


 


“Placement
Agents Fees” means the fees that BreitBurn is obligated to pay to the
Placement Agents upon the closing of the transactions contemplated by this
Agreement.


 


“Property”
means any interest in any kind of property or asset, whether real, personal or
mixed, or tangible or intangible.


 


“Purchased
Units” means the Common Units to be issued and sold to the Purchasers
pursuant to this Agreement.


 


“Purchaser”
shall have the meaning specified in the introductory paragraph.


 


“Purchaser
Material Adverse Effect” means any material and adverse effect on (i) the
ability of a Purchaser to meet its obligations under this Agreement or the
Registration Rights Agreement on a timely basis or (ii) the ability of a
Purchaser to consummate the transactions under this Agreement or the
Registration Rights Agreement.


 


“Purchaser
Related Parties” shall have the meaning specified in Section 7.1.


 


“Registration
Rights Agreement” means the Registration Rights Agreement, substantially in
the form attached to this Agreement as Exhibit B, to be entered into at
the Closing, among BreitBurn and the Purchasers.


 


“Representatives”
of any Person means the officers, managers, directors, employees, agents and
other representatives of such Person.


 


“Securities
Act” means the Securities Act of 1933, as amended from time to time, and
the rules and regulations of the Commission promulgated thereunder.


 


“Short
Sales” means, without limitation, all “short sales” as defined in Rule 200
promulgated under Regulation SHO under the Exchange Act, whether or not against
the box, and forward sale contracts, options, puts, calls, short sales, “put
equivalent positions” (as defined in 


 


5

















 


Rule 16a-1(h) under the Exchange Act) and
similar arrangements, and sales and other transactions through non-U.S. broker
dealers or foreign regulated brokers.


 


“Subsidiary”
means, as to any Person, any corporation or other entity of which:
(i) such Person or a Subsidiary of such Person is a general partner or
manager; (ii) at least a majority of the outstanding equity interest
having by the terms thereof ordinary voting power to elect a majority of the
board of directors or similar governing body of such corporation or other
entity (irrespective of whether or not at the time any equity interest of any
other class or classes of such corporation or other entity shall have or might
have voting power by reason of the happening of any contingency) is at the time
directly or indirectly owned or controlled by such Person or one or more of its
Subsidiaries; or (iii) any corporation or other entity as to which such Person
consolidates for accounting purposes.


 


“Terminating
Breach” shall have the meaning specified in Section 8.11(a)(ii).


 


“Third
Quarter Distribution” shall have the meaning specified in Section 5.8.


 


“Unitholders”
means the common unitholders of BreitBurn (within the meaning of the
Partnership Agreement).


 


“Washburn
Amended and Restated Employment Agreement” means the Amended and Restated
Employment Agreement by and between Pro GP Corp., BreitBurn Management Company,
LLC, BreitBurn GP, LLC and Halbert Washburn, dated as of October 10, 2006.


 


Section 1.2             Accounting Procedures and Interpretation.
Unless otherwise specified in this Agreement, all accounting terms used herein
shall be interpreted, all determinations with respect to accounting matters
under this Agreement shall be made, and all financial statements and
certificates and reports as to financial matters required to be furnished to
the Purchasers under this Agreement shall be prepared, in accordance with GAAP
applied on a consistent basis during the periods involved (except as may be
indicated in the notes thereto or, in the case of unaudited statements, as
permitted by Form 10-Q promulgated by the Commission) and in compliance as to
form in all material respects with applicable accounting requirements and with
the published rules and regulations of the Commission with respect thereto.


 


ARTICLE II



SALE AND PURCHASE


 


Section 2.1             Sale and Purchase. Contemporaneously
with the consummation of the Hermes Acquisition and subject to the terms and
conditions of this Agreement, at the Closing, BreitBurn hereby agrees to issue
and sell to each Purchaser, and each Purchaser hereby agrees, severally and not
jointly, to purchase from BreitBurn, the dollar amount of Purchased Units, set
forth opposite its name on Schedule 2.1 hereto. Each Purchaser agrees to
pay BreitBurn, pursuant to procedures set forth in the Escrow Agreement or in
this Agreement, the Common Unit Price for each Purchased Unit, in each case as
set forth in Section 2.1(b). The respective obligations of each Purchaser under
this Agreement are several and not joint with the obligations of any other
Purchaser, and no Purchaser shall be responsible in any way for the performance
of the obligations of any other Purchaser under this Agreement. The failure or
waiver of 


 


6

















 


performance under this Agreement by any
Purchaser, or on its behalf, does not excuse performance by any other Purchaser.
Nothing contained herein or in any other Basic Document, and no action taken by
any Purchaser pursuant thereto, shall be deemed to constitute the Purchasers as
a partnership, an association, a joint venture or any other kind of entity, or
create a presumption that the Purchasers are in any way acting in concert or as
a group with respect to such obligations or the transactions contemplated by
any Basic Document. Except as otherwise provided in this Agreement or in the
Registration Rights Agreement, each Purchaser shall be entitled to
independently protect and enforce its rights, including the rights arising out
of this Agreement or out of the Registration Rights Agreement, and it shall not
be necessary for any other Purchaser to be joined as an additional party in any
proceeding for such purpose.


 


(a)           Common
Units. The number of Purchased Units to be issued and sold to each
Purchaser shall be equal to the quotient determined by dividing (i) the amount
for such Purchaser under the column entitled “Commitment  Amount” on Schedule 2.1 by (ii) the
Common Unit Price (as defined in Section 2.1(b) below). The Purchased Units
shall have those rights, preferences, privileges and restrictions governing the
Common Units as set forth in the First Amended and Restated Limited Partnership
Agreement of BreitBurn, dated as of October 10, 2006 (the “Partnership
Agreement”).


 


(b)           Consideration.
Subject to Section 5.8, the amount per Common Unit each Purchaser will pay to
BreitBurn to purchase the Purchased Units (the “Common Unit Price”)
shall be $27.00.


 


(c)           Funding
Into Escrow by Escrow Purchasers. Pursuant to the Escrow Agreement,
each Escrow Purchaser shall deposit its Commitment Amount into an escrow
account established under the Escrow Agreement no later than two (2) Business
Days prior to the Closing Date. On the Closing Date, upon receipt of
satisfactory evidence that the conditions set forth in Article VI have been
satisfied or waived, pursuant to this Section 2.2, each such Escrow Purchaser
shall deliver notice to the Escrow Agent to promptly and timely release (i)
such Escrow Purchaser’s Commitment Amount out of the funds escrowed under the
Escrow Agreement to an account directed by BreitBurn and (ii) the interest
earned on such funds to such Escrow Purchaser.


 


(d)           Funding
by Non-Escrow Purchasers. On the Closing Date, upon receipt of
satisfactory evidence that the conditions set forth in Article VI have been
satisfied, each Non-Escrow Purchaser shall pay its Commitment Amount by wire
transfer of immediately available funds to an account directed by BreitBurn.


 


Section 2.2             Closing. The execution and
delivery of the Basic Documents (other than this Agreement and the Escrow
Agreement), the delivery of certificates representing the Purchased Units, the
payment by each Purchaser of its respective Commitment Amount pursuant to the
terms of Section 2.1(c) or Section 2.1(d), as applicable, and execution and
delivery of all other instruments, agreements and other documents required by
this Agreement (the “Closing”) shall take place on a date (the “Closing
Date”) contemporaneous with the Hermes Closing Date at the offices of
Vinson & Elkins L.L.P., 666 Fifth Avenue, 26th Floor, New York,
New York 10103; provided, that
BreitBurn shall have given each Purchaser three (3) Business Days (or such
shorter period as shall be agreeable to the Parties) prior written notice of
such designated closing date.


 


7

















 


ARTICLE III



REPRESENTATIONS AND WARRANTIES OF BREITBURN


 


BreitBurn
represents and warrants to the Purchasers, on and as of the date of this
Agreement and on and as of the Closing Date, as follows:


 


Section 3.1             Existence. Each of BreitBurn
and BreitBurn’s Subsidiaries:  (i) is a
corporation, limited partnership or limited liability company, as applicable,
duly organized, validly existing and in good standing under the Laws of the
state or other jurisdiction of its incorporation or organization; (ii) has all
requisite power and authority, and has all material governmental licenses, authorizations,
consents and approvals, necessary to own, lease, use and operate its Properties
and carry on its business as its business is now being conducted as described
in the BreitBurn SEC Documents and as will be conducted following the Hermes
Acquisition, except where the failure to obtain such licenses, authorizations,
consents and approvals would not reasonably be expected to have a BreitBurn
Material Adverse Effect. None of BreitBurn or any of its Subsidiaries are in
default in the performance, observance or fulfillment of any provision of, in
the case of BreitBurn, the Partnership Agreement or its Certificate of Limited
Partnership or, in the case of any Subsidiary of BreitBurn, its respective
certificate of incorporation, certificate of formation, bylaws, limited
liability company agreement, limited partnership agreement or other similar
organizational documents. Each of BreitBurn and its Subsidiaries is duly
qualified or licensed and in good standing as a foreign limited partnership,
limited liability company or corporation, as applicable, and is authorized to
do business in each jurisdiction in which the ownership or leasing of its
respective Properties or the character of its respective operations makes such
qualification necessary, except where the failure to obtain such qualification,
license, authorization or good standing would not reasonably be expected to
have a BreitBurn Material Adverse Effect.


 


Section 3.2             Capitalization and Valid Issuance of Purchased Units.


 


(a)           The Purchased Units shall have those
rights, preferences, privileges and restrictions governing the Common Units as
set forth in the Partnership Agreement.


 


(b)           As of the date of this Agreement, the
issued and outstanding limited partner interests of BreitBurn consist of
29,006,002 Common Units. The only issued and outstanding general partner
interests of BreitBurn are the interests of the General Partner described in
the Partnership Agreement. All outstanding Common Units and the limited partner
interests represented thereby have been duly authorized and validly issued in
accordance with applicable Law and the Partnership Agreement and are fully paid
(to the extent required by applicable Law and the Partnership Agreement) and
nonassessable (except as such nonassessability may be affected by matters
described in Sections 17-303, 17-607 and 17-804 of the Delaware Revised Uniform
Limited Partnership Act (the “Delaware LP Act”). All general partner
interests of BreitBurn have been duly authorized and validly issued in
accordance with the Partnership Agreement.


 


(c)           Other than the BreitBurn 2006
Long-Term Incentive Plan, the Washburn Amended and Restated Employment
Agreement or the Breitenbach Amended and Restated 


 


8





















 


Employment
Agreement, BreitBurn has no equity compensation plans that contemplate the
issuance of partnership interests of BreitBurn (or securities convertible into
or exchangeable for partnership interests of BreitBurn). No indebtedness having
the right to vote (or convertible into or exchangeable for securities having
the right to vote) on any matters on which the Unitholders may vote are issued
or outstanding. Except as set forth in the first sentence of this Section
3.2(c), as contemplated by this Agreement or the Hermes Contribution Agreement
or as are contained in the Partnership Agreement, there are no outstanding or
authorized (i) options, warrants, preemptive rights, subscriptions, calls or
other rights, convertible or exchangeable securities, agreements, claims or
commitments of any character obligating BreitBurn or any of its Subsidiaries to
issue, transfer or sell any partnership interests or other equity interests in
BreitBurn or any of its Subsidiaries or securities convertible into or
exchangeable for such partnership interests, (ii) obligations of BreitBurn or
any of its Subsidiaries to repurchase, redeem or otherwise acquire any
partnership interests or equity interests in BreitBurn or any of its
Subsidiaries or any such securities or agreements listed in clause (i) of this
sentence or (iii) voting trusts or similar agreements to which BreitBurn or any
of its Subsidiaries is a party with respect to the voting of the equity
interests of BreitBurn or any of its Subsidiaries.


 


(d)           (i) All of the issued and outstanding
equity interests of each of BreitBurn’s Subsidiaries are owned, directly or
indirectly, by BreitBurn free and clear of any Liens (except for such
restrictions as may exist under applicable Law and except for such Liens as may
be imposed under the BreitBurn Credit Facility) and all such ownership
interests have been duly authorized, validly issued and are fully paid (to the
extent required by applicable Law or in the organizational documents of
BreitBurn’s Subsidiaries, as applicable) and nonassessable (except as
nonassessability may be affected by matters described in Sections 17-303,
17-607 and 17-804 of the Delaware LP Act and Sections 18-607 and 18-804 of the
Delaware Limited Liability Company Act (the “Delaware LLC Act”)) and
free of preemptive rights, with no personal liability attaching to the
ownership thereof; and (ii) except as disclosed in the BreitBurn SEC Documents,
neither BreitBurn nor any of its Subsidiaries owns any shares of capital stock
or other securities of, or interest in, any other Person, or is obligated to
make any capital contribution to or other investment in any other Person.


 


(e)           The offer and sale of the Purchased
Units and the limited partner interests represented thereby, have been, or
prior to the Closing Date, will be duly authorized by BreitBurn pursuant to the
Partnership Agreement and, when issued and delivered to such Purchaser against
payment therefor in accordance with the terms of this Agreement, will be
validly issued, fully paid (to the extent required by applicable law and the
Partnership Agreement) and nonassessable (except as such nonassessability may
be affected by Sections 17-303, 17-607 and 17-804 of the Delaware LP Act) and
will be free of any and all Liens and restrictions on transfer, other than
restrictions on transfer under the Partnership Agreement, this Agreement or the
Registration Rights Agreement and under applicable state and federal securities
laws and other than such Liens as are created by the Purchasers.


 


(f)            The Purchased Units will be issued
in compliance with all applicable rules of The Nasdaq Global Market. Prior to
the Closing Date, BreitBurn will submit to The Nasdaq Global Market a
Notification Form:  Listing of Additional
Common Units with respect to the Purchased Units. BreitBurn’s currently outstanding
Common Units are quoted on The Nasdaq Global Market and BreitBurn has not
received any notice of delisting.


 


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Section 3.3             BreitBurn SEC Documents. BreitBurn
has filed timely with the Commission all forms, registration statements,
reports, schedules and statements required to be filed by it under the Exchange
Act or the Securities Act (all such documents filed on or prior to the date of
this Agreement, collectively, the “BreitBurn SEC Documents”). The
BreitBurn SEC Documents, including, without limitation, any audited or
unaudited financial statements and any notes thereto or schedules included
therein (the “BreitBurn Financial Statements”), at the time filed (in
the case of registration statements, solely on the dates of effectiveness)
(except to the extent corrected by a subsequently filed BreitBurn SEC Document
filed prior to the date hereof) (i) did not contain any untrue statement of a
material fact or omit to state a material fact required to be stated therein or
necessary in order to make the statements therein (in the case of any
prospectus, in light of the circumstances under which they were made) not
misleading, (ii) complied as to form in all material respects with the
applicable requirements of the Exchange Act and the Securities Act, as
applicable, (iii) in the case of the BreitBurn Financial Statements, complied
as to form in all material respects with applicable accounting requirements and
with the published rules and regulations of the Commission with respect
thereto, (iv) in the case of the BreitBurn Financial Statements, were prepared
in accordance with GAAP applied on a consistent basis during the periods
involved (except as may be indicated in the notes thereto or, in the case of unaudited
statements, as permitted by Form 10-Q of the Commission) and (v) in the case of
the BreitBurn Financial Statements, fairly present (subject in the case of
unaudited statements to normal, recurring and year-end audit adjustments) in
all material respects the consolidated financial position of BreitBurn and its
Subsidiaries as of the dates thereof and the consolidated results of its
operations and cash flows for the periods then ended. PricewaterhouseCoopers
LLP is an independent registered public accounting firm with respect to
BreitBurn and the General Partner and has not resigned or been dismissed as
independent registered public accountants of BreitBurn and the General Partner
as a result of or in connection with any disagreement with BreitBurn or the
General Partner on a matter of accounting principles or practices, financial
statement disclosure or auditing scope or procedure.


 


Section 3.4             No Material Adverse Change. Except
as set forth in or contemplated by the BreitBurn SEC Documents, and except for
the proposed Hermes Acquisition, which has been disclosed to, and discussed
with, each of the Purchasers, since December 31, 2006, BreitBurn and its
Subsidiaries have conducted their business in the ordinary course, consistent
with past practice, and there has been no (i) change that has had or would
reasonably be expected to have a BreitBurn Material Adverse Effect (ii)
acquisition or disposition of any material assets by BreitBurn or any of its
Subsidiaries or any contract or arrangement therefor, otherwise than for fair
value in the ordinary course of business, (iii) material change in BreitBurn’s
accounting principles, practices or methods or (iv) incurrence of material
indebtedness (other than the incurrence of such indebtedness as is contemplated
in connection with the Hermes Acquisition).


 


Section 3.5             Litigation. Except as set
forth in the BreitBurn SEC Documents, there is no Action pending or, to the
knowledge of BreitBurn, threatened against the General Partner, BreitBurn or
any of its Subsidiaries or any of their respective officers, directors or
Properties, as applicable, that (a) questions the validity of this Agreement or
the Registration Rights Agreement or the right of BreitBurn to enter into this
Agreement or the Registration Rights Agreement or to consummate the
transactions contemplated hereby and thereby or (b) (individually or in the
aggregate) would reasonably be expected to result in a BreitBurn Material
Adverse Effect.


 


10

















 


Section 3.6             No Breach. The execution,
delivery and performance by the BreitBurn Parties of the Basic Documents to
which they are parties and compliance by the BreitBurn Parties with the terms
and provisions hereof and thereof, and the issuance and sale by BreitBurn of the
Purchased Units, do not and will not (a) assuming the accuracy of the
representations and warranties of the Purchasers contained herein and their
compliance with the covenants contained herein, violate any provisions of any
Law, governmental permit, determination or award having applicability to
BreitBurn or any of its Subsidiaries or any of their respective Properties, (b)
conflict with or result in a violation or breach of any provision of the
certificate of limited partnership or the other organizational documents of
BreitBurn or organizational documents of any of BreitBurn’s Subsidiaries, (c)
require any consent, approval or notice under or result in a violation or
breach of or constitute (with or without due notice or lapse of time or both) a
default (or give rise to any right of termination, cancellation or
acceleration) under any contract, agreement, instrument, obligation, note,
bond, mortgage, license, or loan or credit agreement to which BreitBurn or any
of its Subsidiaries is a party or by which BreitBurn or any of its Subsidiaries
or any of their respective Properties may be bound, or (d) result in or require
the creation or imposition of any Lien upon or with respect to any of the
Properties now owned or hereafter acquired by BreitBurn or any of its
Subsidiaries, except in the cases of clauses (a), (c) and (d) where any such
violation, default, breach, termination, cancellation, failure to receive
consent approval or notice, or acceleration with respect to the foregoing
provisions of this Section 3.6 would not, individually or in the aggregate,
reasonably likely to result in a BreitBurn Material Adverse Effect.


 


Section 3.7             Authority. Each BreitBurn
Party has all necessary power and authority to execute, deliver and perform its
obligations under the Basic Documents; and the execution, delivery and
performance by each BreitBurn Party of the Basic Documents has been duly
authorized by all necessary action on its part; and the Basic Documents
constitute the legal, valid and binding obligations of the BreitBurn Parties
that are parties thereto, enforceable in accordance with their terms, except as
such enforceability may be limited by bankruptcy, insolvency, fraudulent
transfer and similar laws affecting creditors’ rights generally or by general
principles of equity including principles of commercial reasonableness, fair
dealing and good faith. No approval from the holders of the Common Units is
required in connection with BreitBurn’s issuance and sale of the Purchased
Units to the Purchasers.


 


Section 3.8             Compliance with Laws. Neither
BreitBurn nor any of its Subsidiaries is in violation of any judgment, decree
or order or any Law applicable to BreitBurn or its Subsidiaries, except as
would not, individually or in the aggregate, have a BreitBurn Material Adverse
Effect. BreitBurn and its Subsidiaries possess all certificates, authorizations
and permits issued by the appropriate regulatory authorities necessary to
conduct their respective businesses, except where the failure to possess such
certificates, authorizations or permits would not have, individually or in the
aggregate, a BreitBurn Material Adverse Effect, and neither BreitBurn nor any
such Subsidiary has received any notice of proceedings relating to the
revocation or modification of any such certificate, authorization or permit,
except where such potential revocation or modification would not have,
individually or in the aggregate, a BreitBurn Material Adverse Effect. Neither
BreitBurn, nor any of its Subsidiaries, nor any director, officer, agent,
employee or other person acting on behalf of BreitBurn or any of its
Subsidiaries has, in the course of its actions for, or on behalf of, BreitBurn
or any of its Subsidiaries (i) used any corporate funds for any unlawful
contribution, gift, entertainment or 


 


11

















 


other unlawful expenses relating to political
activity; (ii) made any direct or indirect unlawful payment to any foreign or
domestic government official or employee from corporate funds; (iii) violated
or is in violation of any provision of the U.S. Foreign Corrupt Practices Act
of 1977, as amended; or (iv) made any unlawful bribe, rebate, payoff, influence
payment, kickback or other unlawful payment to any foreign or domestic
government official or employee.


 


Section 3.9             Approvals. Except as
contemplated by this Agreement or as required by the Commission in connection
with BreitBurn’s obligations under the Registration Rights Agreement, no
authorization, consent, approval, waiver, license, qualification or written
exemption from, nor any filing, declaration, qualification or registration
with, any Governmental Authority or any other Person is required in connection
with the execution, delivery or performance by any BreitBurn Party of any of
the Basic Documents to which it is a party, except (i) for such consents,
approvals and waivers as have been obtained or, in the case of the Hermes
Contribution Agreement, will be obtained by closing, or (ii) where the failure
to receive such authorization, consent, approval, waiver, license,
qualification or written exemption from, or to make such filing, declaration,
qualification or registration would not, individually or in the aggregate,
reasonably be expected to have a BreitBurn Material Adverse Effect.


 


Section 3.10           MLP Status. BreitBurn has,
since its inception in March 2006, met the gross income requirements of
Section 7704(c)(2) of the Code and accordingly BreitBurn is not, and does not
reasonably expect to be, taxed as a corporation for U.S. federal income tax
purposes.


 


Section 3.11           Investment Company Status. BreitBurn
is not now, and after the sale of the Purchased Units and the application of
the net proceeds from such sale will not be, and is not controlled by or under
common control with, an “investment company” within the meaning of the
Investment Company Act of 1940, as amended.


 


Section 3.12           Offering. Assuming the
accuracy of the representations and warranties of the Purchasers contained in
this Agreement, the sale and issuance of the Purchased Units pursuant to this
Agreement are exempt from the registration requirements of the Securities Act,
and neither BreitBurn nor any authorized Representative acting on its behalf
has taken or will take any action hereafter that would cause the loss of such
exemption.


 


Section 3.13           Certain Fees. Except for the
Placement Agents Fees and up to $40,000 for reasonable expenses (including fees
and expenses of counsel to the Placement Agents) incurred by the Placement
Agents in connection with their acting as the Placement Agents, no fees or
commissions will be payable by BreitBurn to brokers, finders or investment
bankers with respect to the sale of any of the Purchased Units or the
consummation of the transactions contemplated by this Agreement.


 


Section 3.14           No Side Agreements. Except
for the confidentiality agreements and the Registration Rights Agreement
entered into by and between each of the Purchasers and BreitBurn and the
placement agent engagement letter between BreitBurn and the Placement Agents,
there are no other agreements by, among or between BreitBurn or any of its
Affiliates, on the one hand, and any of the Purchasers or their Affiliates, on
the other hand, with respect to 


 


12

















 


the transactions contemplated hereby nor
promises or inducements for future transactions between or among any of such
parties.


 


Section 3.15           Internal Accounting Controls.
BreitBurn and its Subsidiaries maintain a system of internal accounting
controls sufficient to provide reasonable assurance that (i) transactions are
executed in accordance with management’s general or specific authorizations,
(ii) transactions are recorded as necessary to permit preparation of financial
statements in conformity with GAAP and to maintain asset accountability, (iii)
access to assets is permitted only in accordance with management’s general or
specific authorization and (iv) the recorded accountability for assets is
compared with the existing assets at reasonable intervals and appropriate
action is taken with respect to any differences.


 


Section 3.16           Material Agreements. BreitBurn has
provided the Purchasers with, or made available to the Purchasers through
the BreitBurn SEC Documents, correct and complete copies of all material
agreements (as defined in Section 601(b)(10) of Regulation S-K promulgated by
the Commission) and of all exhibits to the BreitBurn SEC Documents,
including amendments to or other modifications of pre-existing material
agreements, entered into by BreitBurn.


 


Section 3.17           Preemptive Rights or Registration Rights.
Except (i) as set forth in the Partnership Agreement, (ii) as provided in the
Basic Documents or (iii) for existing awards under BreitBurn’s 2006 Long-Term
Incentive Plan, the Washburn Amended and Restated Employment Agreement or the
Breitenbach Amended and Restated Employment Agreement, there are no preemptive
rights or other rights to subscribe for or to purchase, nor any restriction
upon the voting or transfer of, any Common Units or other limited partnership
or membership interests of BreitBurn or any of its Subsidiaries, in each case
pursuant to any other agreement or instrument to which any of such Persons is a
party or by which any one of them may be bound. Neither the execution of this
Agreement, nor the issuance of the Purchased Units as contemplated by this
Agreement gives rise to any rights for or relating to the registration of any
securities of BreitBurn, other than pursuant to the Registration Rights
Agreement or the Partnership Agreement.


 


Section 3.18           Insurance. BreitBurn and its
Subsidiaries are insured against such losses and risks and in such amounts as
BreitBurn believes in its sole discretion to be prudent for its businesses. BreitBurn
does not have any reason to believe that it or any Subsidiary will not be able
to renew its existing insurance coverage as and when such coverage expires or
to obtain similar coverage from similar insurers as may be necessary to
continue its business.


 


Section 3.19           Acknowledgment Regarding Purchase of Purchased Common
Units. BreitBurn acknowledges and agrees that (i) each
of the Purchasers is participating in the transactions contemplated by this
Agreement and the other Basic Documents at BreitBurn’s request and BreitBurn
has concluded that such participation is in BreitBurn’s best interest and is
consistent with BreitBurn’s objectives and (ii) each of the Purchasers is
acting solely in the capacity of an arm’s length purchaser. BreitBurn further
acknowledges that no Purchaser is acting or has acted as an advisor, agent or
fiduciary of BreitBurn (or in any similar capacity) with respect to this
Agreement or the other Basic 


 


13

















 


Documents and any advice given by any
Purchaser or any of its respective Representatives in connection with this
Agreement or the other Basic Documents is merely incidental to the Purchasers’
purchase of the Purchased Units. BreitBurn further represents to each Purchaser
that BreitBurn’s decision to enter into this Agreement has been based solely on
the independent evaluation of the transactions contemplated hereby by BreitBurn
and its Representatives.


 


Section 3.20           Non-Disclosure. BreitBurn
has established procedures requiring its Representatives not to disclose the
transactions contemplated by this Agreement to any prospective investor who has
not entered into a confidentiality agreement between such prospective investor
and BreitBurn relating to information provided in connection with the
transactions contemplated by this Agreement. To the actual knowledge of BreitBurn,
none of its executive officers has disclosed the transactions contemplated by
this Agreement to any prospective investor who has not entered into a
confidentiality agreement between such prospective investor and BreitBurn
relating to the information provided in connection with the transactions
contemplated by this Agreement.


 


ARTICLE IV



REPRESENTATIONS AND WARRANTIES OF EACH PURCHASER


 


Each
Purchaser, severally and not jointly, represents and warrants to BreitBurn with
respect to itself, on and as of the date of this Agreement and on and as of the
Closing Date, as follows:


 


Section 4.1             Valid Existence. Such
Purchaser (i) is duly organized, validly existing and in good standing under
the Laws of its respective jurisdiction of organization and (ii) has all
requisite power, and has all material governmental licenses, authorizations,
consents and approvals, necessary to own its Properties and carry on its
business as its business is now being conducted, except where the failure to
obtain such licenses, authorizations, consents and approvals would not have and
would not reasonably be expected to have a Purchaser Material Adverse Effect.


 


Section 4.2             Authorization, Enforceability.
Such Purchaser has all necessary power and authority to execute, deliver and
perform its obligations under this Agreement and the Registration Rights
Agreement and to consummate the transactions contemplated thereby, and the
execution, delivery and performance by such Purchaser of this Agreement and the
Registration Rights Agreement has been duly authorized by all necessary action
on the part of the Purchaser; and each of this Agreement and the Registration
Rights Agreement constitute the legal, valid and binding obligations of such
Purchaser, enforceable in accordance with its terms, except as such
enforceability may be limited by bankruptcy, insolvency, fraudulent transfer
and similar laws affecting creditors’ rights generally or by general principles
of equity, including principles of commercial reasonableness, fair dealing and
good faith.


 


Section 4.3             No Breach. The execution,
delivery and performance by such Purchaser of this Agreement and the
Registration Rights Agreement to which it is a party and all other agreements
and instruments in connection with the transactions contemplated by this
Agreement and the Registration Rights Agreement to which it is a party, and
compliance by such Purchaser with the terms and provisions hereof and thereof
and the purchase of the Purchased Units by 


 


14

















 


such Purchaser do not and will not (a)
violate any provision of any Law, governmental permit, determination or award
having applicability to such Purchaser or any of its Properties, (b) conflict
with or result in a violation of any provision of the organizational documents
of such Purchaser or (c) require any consent (other than standard internal
consents), approval or notice under or result in a violation or breach of or
constitute (with or without due notice or lapse of time or both) a default (or
give rise to any right of termination, cancellation or acceleration) under (i)
any note, bond, mortgage, license, or loan or credit agreement to which such
Purchaser is a party or by which such Purchaser or any of its Properties may be
bound or (ii) any other such agreement, instrument or obligation, except in the
case of clauses (a) and (c) where such violation, default, breach, termination,
cancellation, failure to receive consent or approval, or acceleration with
respect to the foregoing provisions of this Section 4.2 would not, individually
or in the aggregate, have a Purchaser Material Adverse Effect.


 


Section 4.4             Investment. The Purchased
Units are being acquired for such Purchaser’s own account, or the accounts of
clients for whom such Purchaser exercises discretionary investment authority,
not as a nominee or agent, and with no present intention of distributing the
Purchased Units or any part thereof, and such Purchaser has no present
intention of selling or granting any participation in or otherwise distributing
the same in any transaction in violation of the securities Laws of the United
States of America or any state, without prejudice, however, to such Purchaser’s
right at all times to sell or otherwise dispose of all or any part of the
Purchased Units under a registration statement under the Securities Act and
applicable state securities Laws or under an exemption from such registration
available thereunder (including, if available, Rule 144 promulgated thereunder).
If such Purchaser should in the future decide to dispose of any of the
Purchased Units, such Purchaser understands and agrees (a) that it may do so
only (i) in compliance with the Securities Act and applicable state securities
Law, as then in effect, or pursuant to an exemption therefrom or (ii) in the
manner contemplated by any registration statement pursuant to which such
securities are being offered, and (b) that stop-transfer instructions to that
effect will be in effect with respect to such securities. Notwithstanding the
foregoing, each Purchaser may at any time enter into one or more total return
swaps with respect to such Purchaser’s Purchased Units with a third party provided that such transactions are exempt
from registration under the Securities Act.


 


Section 4.5             Nature of Purchaser. Such
Purchaser represents and warrants to, and covenants and agrees with, BreitBurn
that (a) it is a “qualified institutional buyer” within the meaning of Rule
144A promulgated by the Securities and Exchange Commission pursuant to the
Securities Act or an “accredited investor” within the meaning of Rule 501 of
Regulation D promulgated by the Commission pursuant to the Securities Act and
(b) by reason of its business and financial experience it has such knowledge,
sophistication and experience in making similar investments and in business and
financial matters generally so as to be capable of evaluating the merits and
risks of the prospective investment in the Purchased Units, is able to bear the
economic risk of such investment and, at the present time, would be able to
afford a complete loss of such investment.


 


Section 4.6             Receipt of Information; Authorization.
Such Purchaser acknowledges that it has (a) had access to the BreitBurn SEC
Documents, (b) had access to information regarding the Hermes Acquisition and
its potential effect on BreitBurn’s operations and financial results and (c)
been provided a reasonable opportunity to ask questions of and receive answers
from 


 


15

















 


Representatives of BreitBurn regarding such
matters including matters with respect to the Hermes Acquisition.


 


Section 4.7             Restricted Securities. Such
Purchaser understands that the Purchased Units it is purchasing are
characterized as “restricted securities” under the federal securities Laws
inasmuch as they are being acquired from BreitBurn in a transaction not
involving a public offering and that under such Laws and applicable regulations
such securities may be resold without registration under the Securities Act
only in certain limited circumstances. In this connection, such Purchaser
represents that it is knowledgeable with respect to Rule 144 of the Commission
promulgated under the Securities Act.


 


Section 4.8             Certain Fees. No fees or
commissions will be payable by such Purchaser to brokers, finders or investment
bankers with respect to the sale of any of the Purchased Units or the
consummation of the transactions contemplated by this Agreement. BreitBurn will
not be liable for any such fees or commissions.


 


Section 4.9             Legend. It is understood
that the certificates evidencing the Purchased 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.”


 


Section 4.10           Short Selling. Such
Purchaser represents that it has not entered into any Short Sales of the Common
Units owned by it between the time it first began discussions with BreitBurn or
the Placement Agents about the transactions contemplated by this Agreement and
the date hereof (it being understood that the entering into of a total return swap
should not be considered a short sale of Common Units); provided, however, the
above shall not apply, in the case of a Purchaser that is a large multi-unit
investment or commercial banking organization, to activities in the normal
course of trading units of such Purchaser; provided
further that, with respect to Morgan Stanley & Co., Inc. and its
Affiliates, the restrictions contained in this Section 4.10 shall only apply to
Morgan Stanley Strategic Investments, Inc., as currently configured, and shall
not restrict or limit the activities of any area or division of Morgan Stanley
& Co. or any of its Affiliates, other than Morgan Stanley Strategic
Investments, Inc., as currently configured.


 


Section 4.11           No Side Agreements. Except
for the confidentiality agreements and the Registration Rights Agreement
entered into by and between such Purchaser and BreitBurn, there are no other
agreements by, among or between BreitBurn or its Affiliates, on the one hand,
and such Purchaser or its Affiliates, on the other hand, with respect to the
transactions contemplated hereby nor promises or inducements for future
transactions between or among any of such parties.


 


Section 4.12           Purchase of Securities. Such
Purchaser represents that it has not purchased, or entered into any agreement
or arrangement to purchase, equity securities of BreitBurn between the date of
this Agreement and the later of (a) time it first began discussions 


 


16

















 


with BreitBurn about the transactions contemplated
by this Agreement or (b) the first date of the period during which the
reference price was determined; provided,
however, the above shall not
apply, in the case of a Purchaser that is a large multi-unit investment or
commercial banking organization, to activities in the normal course of trading
units of such Purchaser; provided,
further, that, with respect to
Morgan Stanley & Co., Inc. and its Affiliates, the restrictions contained
in this Section 4.12 shall only apply to Morgan Stanley Strategic Investments,
Inc., as currently configured, and shall not restrict or limit the activities
of any area or division of Morgan Stanley & Co. or any of its Affiliates,
other than Morgan Stanley Strategic Investments, Inc., as currently configured.


 


ARTICLE V


 


COVENANTS


 


Section 5.1             Certain Special Allocations of Book and Taxable
Income. To the extent that the Common Unit Price is
less than the trading price of the Common Units on The Nasdaq Global Market as
of the Closing Date, the General Partner intends to specially allocate items of
book and taxable income to the Purchasers so that their capital accounts in
their Purchased Units are consistent, on a per-unit basis, with the capital
accounts of the other holders of Common Units other than Purchased Units (assuring
fungibility of all Common Units). Such special allocation will occur upon the
earlier to occur of any taxable period of BreitBurn ending upon, or after, (i)
a book-up event or book-down event in accordance with Treasury Regulation
Section 1.704-1(b)(2)(iv)(f) or a sale of all or substantially all of the
assets of BreitBurn occurring after the date of the issuance of the Purchased
Units or (ii) the transfer of a Purchased Unit to a Person that is not an
Affiliate of the holder. A Purchaser holding a Purchased Unit shall be required
to provide notice to the General Partner of the transfer of a Purchased Unit to
a Person that is not an Affiliate of the Purchaser no later than the last
Business Day of the calendar year during which such transfer occurred, unless
by virtue of the application of clause (i) above, the General Partner has
determined that the Purchased Units are consistent, on a per-unit basis, with
the capital accounts of the other holders of Common Units other than Purchased
Units; provided, that such
Purchaser may cure any failure to provide such notice by providing such notice
within 20 days of the last Business Day of such calendar year; provided, further, that the sole and
exclusive remedy for any Purchaser’s failure to provide any such notice shall
be the enforcement of the remedy of specific performance against such Purchaser
and there will be no monetary damages.


 


Section 5.2             Subsequent Public Offerings.
Without the written consent of the holders of a majority of the Purchased
Units, taken as a whole, from the date of this Agreement until the Lock-Up
Date, BreitBurn shall not grant, issue or sell any Common Units, or other
equity or voting securities of BreitBurn (“Partnership Securities”), any
securities convertible into or exchangeable therefor or take any other action
that may result in the issuance of any of the foregoing, other than (i) the
issuance of the Purchased Units, (ii) the issuance of Awards (as defined in
BreitBurn’s 2006 Long-Term Incentive Plan), the issuance of Common Units upon
the exercise of options to purchase Common Units granted pursuant to the
BreitBurn 2006 Long-Term Incentive Plan and the issuance of any equity or
equity-based security pursuant to a management or employee benefit plan or in
connection with the restructuring of such a plan, (iii) the issuance or sale of
Common Units issued or sold in a private offering or a registered public
offering to repay indebtedness incurred in connection with the Hermes
Acquisition or to finance


 


17
















 


future acquisitions that are accretive to distributable cash flow per
Common Unit (or the repayment of indebtedness incurred in connection with such
accretive acquisitions), (iv) the issuance or sale of Common Units issued,
including without limitation to Provident Energy Trust and its affiliates and
Hermes, as payment of any part of the purchase price for businesses that are
acquired by the Partnership from Provident Energy Trust and its affiliates or
any third party, and (v) the issuance or sale of Common Units to Hermes in
connection with the Hermes Acquisition. Notwithstanding the foregoing,
BreitBurn shall not, and shall cause its directors, officers and Affiliates not
to, sell, offer for sale or solicit offers to buy any security (as defined in
the Securities Act) that would be integrated with the sale of the Purchased
Units in a manner that would require the registration under the Securities Act
of the sale of the Purchased Units to the Purchasers.


 


Section 5.3             Purchaser
Lock-Up. Without the prior written consent of BreitBurn, each
Purchaser agrees that from and after the Closing it will not sell any of its
Purchased Units prior to the Lock-Up Date; provided, however, that each
Purchaser may:  (i) enter into one or
more total return swaps or similar transactions at any time with respect to the
Purchased Units purchased by such Purchaser provided that
such transactions are exempt from registration under the Securities Act; or
(ii) transfer its Purchased Units to an Affiliate of such Purchaser or to any other
Purchaser or an Affiliate of such other Purchaser provided
that such Affiliate agrees to the restrictions in this Section 5.3.


 


Section 5.4             Taking of Necessary Action. Each of the Parties hereto shall
use its commercially reasonable efforts promptly to take or cause to be taken
all action and promptly to do or cause to be done all things necessary, proper
or advisable under applicable Law and regulations to consummate and make
effective the transactions contemplated by this Agreement; provided,
that nothing contained herein shall require BreitBurn to consummate the Hermes
Acquisition. Without limiting the foregoing, BreitBurn and each Purchaser will
use its commercially reasonable efforts to make all filings and obtain all
consents of Governmental Authorities that may be necessary or, in the
reasonable opinion of the Purchasers or BreitBurn, as the case may be,
advisable for the consummation of the transactions contemplated by this
Agreement and the other Basic Documents.


 


Section 5.5             Non-Disclosure; Interim Public Filings. BreitBurn shall, as
soon as practicable following execution of this Agreement, issue a press
release disclosing all material terms of the transactions contemplated herein
and in the other Basic Documents. Following the Closing Date, BreitBurn shall
file a Current Report on Form 8-K with the Commission (the “Form 8-K Filing”)
describing the terms of the transactions contemplated by this Agreement and the
other Basic Documents and including as exhibits to the Form 8-K this Agreement
and the other Basic Documents, in the form required by the Exchange Act. Thereafter,
BreitBurn shall timely file any filings and notices required by the Commission
or applicable Law with respect to the transactions contemplated hereby. Notwithstanding
the foregoing, BreitBurn shall not publicly disclose the name of any Purchaser,
or include the name of any Purchaser in any press release, without the prior
written consent of such Purchaser except to the extent the names of the
Purchasers are included in this Agreement as filed as an exhibit to the 8-K
Filing and the press release referred to in the first sentence above.


 


18

















 


Section 5.6             Use of Proceeds. BreitBurn shall use the collective proceeds
from the sale of the Purchased Units to partially finance the Hermes
Acquisition.


 


Section 5.7             Tax Information. BreitBurn shall cooperate with the
Purchasers and provide the Purchasers with any reasonably requested tax
information related to their ownership of the Purchased Units.


 


Section 5.8             Third Quarter Distribution. If the Closing is after the
record date of the distribution to Unitholders with respect to the quarter
ended September 30, 2007 and paid on or about November 15, 2007 (the “Third
Quarter Distribution”), then the Purchasers shall receive a discount on the
Common Unit Price in an amount equal to per unit amount paid in connection with
the Third Quarter Distribution.


 


ARTICLE VI



CLOSING CONDITIONS


 


Section 6.1             Conditions
to the Closing.


 


(a)           Mutual Conditions. The respective
obligation of each Party to consummate the purchase and issuance and sale of
the Purchased Units shall be subject to the satisfaction on or prior to the
Closing Date of each of the following conditions (any or all of which may be
waived by a particular Party on behalf of itself in writing, in whole or in
part, to the extent permitted by applicable Law):


 


(i)            no Law shall have been enacted or
promulgated, and no action shall have been taken, by any Governmental Authority
of competent jurisdiction that temporarily, preliminarily or permanently
restrains, precludes, enjoins or otherwise prohibits the consummation of the
transactions contemplated by this Agreement or makes the transactions
contemplated by this Agreement illegal;


 


(ii)           there shall not be pending any Action
by any Governmental Authority seeking to restrain, preclude, enjoin or prohibit
the transactions contemplated by this Agreement; and


 


(iii)          the Hermes Closing Date shall occur
concurrently with the Closing on terms substantially the same as those set
forth on Exhibit C and all conditions set forth in Section 7.1 and Section 7.3
(Conditions Precedent to Obligations of Buyer) of the Hermes Contribution
Agreement, shall have been satisfied in all material respects or the fulfillment
of any such conditions to BreitBurn Operating L.P.’s obligations shall have
been waived, except for those conditions that, by their nature, will be
satisfied concurrently with the Closing.


 


(b)           Each Purchaser’s Conditions. The
respective obligation of each Purchaser to consummate the purchase of its
Purchased Units shall be subject to the satisfaction on or prior to the Closing
Date of each of the following conditions (any or all of which may be waived by
a particular Purchaser on behalf of itself in writing, in whole or in part, to
the extent permitted by applicable Law):


 


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(i)            BreitBurn shall have performed and
complied with the covenants and agreements contained in this Agreement in all
material respects that are required to be performed and complied with by
BreitBurn on or prior to the Closing Date;


 


(ii)           the representations and warranties of
BreitBurn contained in this Agreement that are qualified by materiality or
BreitBurn Material Adverse Effect shall be true and correct when made and as of
the Closing Date and all other representations and warranties of BreitBurn
shall be true and correct in all material respects when made and as of the
Closing Date, in each case as though made at and as of the Closing Date (except
that representations made as of a specific date shall be required to be true
and correct as of such date only);


 


(iii)          BreitBurn shall have submitted to The
Nasdaq Global Market a Notification Form: 
Listing of Additional Common Units with respect to the Purchased Units
and no notice of delisting from The Nasdaq Global Market shall have been
received by BreitBurn with respect to the Common Units; and


 


(iv)          BreitBurn shall have delivered, or
caused to be delivered, to the Purchasers at the Closing, BreitBurn’s closing
deliveries described in Section 6.2 of this Agreement.


 


(c)           BreitBurn’s Conditions. The
obligation of BreitBurn to consummate the sale of the Purchased Units to each
of the Purchasers shall be subject to the satisfaction on or prior to the
Closing Date of the following conditions with respect to each Purchaser
individually and not the Purchasers jointly (which may be waived by BreitBurn
in writing, in whole or in part, to the extent permitted by applicable Law):


 


(i)            each Purchaser shall have performed
and complied with the covenants and agreements contained in this Agreement in
all material respects that are required to be performed and complied with by
that Purchaser on or prior to the Closing Date;


 


(ii)           the representations and warranties of
each Purchaser contained in this Agreement that are qualified by materiality or
Purchaser Material Adverse Effect shall be true and correct when made and as of
the Closing Date and all other representations and warranties of each Purchaser
shall be true and correct in all material respects when made and as of the
Closing Date, in each case as though made at and as of the Closing Date (except
that representations made as of a specific date shall be required to be true
and correct as of such date only);


 


(iii)          each Escrow Purchaser shall have
delivered, or caused to be delivered, to BreitBurn, such Escrow Purchaser’s
closing deliveries described in Section 6.3 of this Agreement; and


 


(iv)          each Non-Escrow Purchaser shall have
delivered, or caused to be delivered, to BreitBurn, such Non-Escrow Purchaser’s
closing deliveries described in Section 6.4 of this Agreement.


 


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Section 6.2             BreitBurn Deliveries. At the Closing, subject to the terms
and conditions of this Agreement, BreitBurn will deliver, or cause to be
delivered, to each Purchaser:


 


(a)           the Purchased Units by delivering
certificates (bearing the legend set forth in Section 4.9) evidencing such
Purchased Units at the Closing, all free and clear of any Liens, encumbrances
or interests of any other party;


 


(b)           opinions addressed to the Purchasers
from outside legal counsel to BreitBurn and from the General Counsel of
BreitBurn, Gregory C. Brown, each dated the Closing Date, substantially similar
in substance to the form of opinions attached to this Agreement as Exhibit A;


 


(c)           the Registration Rights Agreement in
substantially the form attached to this Agreement as Exhibit B, which
shall have been duly executed by BreitBurn;


 


(d)           a fully executed copy of the Hermes
Contribution Agreement in substantially the form attached to this Agreement as Exhibit C.


 


(e)           the Officer’s Certificate
substantially in the form attached to this Agreement as Exhibit D;


 


(f)            a certificate of the Secretary of
BreitBurn substantially in the form attached to this Agreement as Exhibit E; and


 


(g)           a certificate dated as of a recent
date of the Secretary of State of the State of Delaware with respect to the due
organization and good standing in the State of Delaware of BreitBurn.


 


(h)           a cross-receipt, dated the Closing
Date, executed by BreitBurn and delivered to each Purchaser to the effect that
BreitBurn has received the Commitment Amount with respect to the Purchased
Units issued and sold to all Purchasers.


 


Section 6.3             Escrow Purchaser Deliveries. Subject to the terms and
conditions of this Agreement, each Escrow Purchaser will deliver, or cause to
be delivered, to BreitBurn:


 


(a)           at least two (2) Business Days prior
to Closing, payment of such Escrow Purchaser’s Commitment Amount by wire
transfer(s) of immediately available funds to an account designated in the
Escrow Agreement;


 


(b)           at the Closing, notice to the Escrow
Agent instructing the Escrow Agent to release the funds escrowed pursuant to
the Escrow Agreement in respect of such Escrow Purchaser to BreitBurn;


 


(c)           at the Closing, the Registration
Rights Agreement in substantially the form attached to this Agreement as Exhibit B, which shall have been duly
executed by such Escrow Purchaser;


 


21





















 


(d)           at the Closing, an Officer’s
Certificate substantially in the form attached to this Agreement as Exhibit
F; and


 


(e)           at the Closing, a cross receipt dated
the Closing Date, executed by such Escrow Purchaser to the effect that such
Escrow Purchaser has received certificates evidencing its Purchased Units.


 


Section 6.4             Non-Escrow Purchaser Deliveries. At the Closing, subject to
the terms and conditions of this Agreement, each Non- Escrow Purchaser will
deliver, or cause to be delivered, to BreitBurn:


 


(a)           payment to BreitBurn
of such Non- Escrow Purchaser’s Commitment Amount by wire transfer(s) of
immediately available funds to an account designated by BreitBurn in writing at
least two (2) Business Days (or such shorter period as shall be agreeable to
all Parties hereto) prior to the Closing;


 


(b)           the Registration
Rights Agreement in substantially the form attached to this Agreement as
Exhibit B, which shall have been duly executed by such Non- Escrow Purchaser;


 


(c)           an Officer’s Certificate
substantially in the form attached to this Agreement as Exhibit F; and


 


(d)           a cross receipt
dated the Closing Date, executed by such Non- Escrow Purchaser to the effect
that such Non- Escrow Purchaser has received certificates evidencing its Purchased
Units.


 


ARTICLE VII



INDEMNIFICATION, COSTS AND EXPENSES


 


Section 7.1             Indemnification by BreitBurn. BreitBurn agrees to indemnify
each Purchaser and its Representatives (collectively, “Purchaser Related
Parties”) from, and hold each of them harmless against, any and all
actions, suits, proceedings (including any investigations, litigation or
inquiries), demands and causes of action, and, in connection therewith, and
promptly upon demand, pay and reimburse each of them for all reasonable costs,
losses, liabilities, damages or expenses of any kind or nature whatsoever,
including, without limitation, the reasonable fees and disbursements of counsel
and all other reasonable expenses incurred in connection with investigating,
defending or preparing to defend any such matter that may be incurred by them
or asserted against or involve any of them as a result of, arising out of or in
any way related to the breach of any of the representations, warranties or
covenants of BreitBurn contained herein; provided that such
claim for indemnification is made prior to the expiration of such
representation or warranty; provided further,
that no Purchaser Related Party shall be entitled to recover special,
consequential (including lost profits) or punitive damages. Notwithstanding
anything to the contrary, consequential damages shall not be deemed to include
diminution in value, which is specifically included in damages covered by
Purchaser Related Parties indemnification.


 


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Section 7.2             Indemnification by Purchasers. Each Purchaser agrees,
severally and not jointly, to indemnify BreitBurn, the General Partner, and
their respective Representatives (collectively, “BreitBurn Related Parties”)
from, and hold each of them harmless against, any and all actions, suits,
proceedings (including any investigations, litigation or inquiries), demands
and causes of action, and, in connection therewith, and promptly upon demand,
pay or reimburse each of them for all reasonable costs, losses, liabilities,
damages or expenses of any kind or nature whatsoever, including, without
limitation, the reasonable fees and disbursements of counsel and all other
reasonable expenses incurred in connection with investigating, defending or
preparing to defend any such matter that may be incurred by them or asserted
against or involve any of them as a result of, arising out of or in any way
related to the breach of any of the representations, warranties or covenants of
such Purchaser contained herein; provided
that such claim for indemnification relating to a breach of any representation
or warranty is made prior to the expiration of such representation or warranty;
and provided further, that no
BreitBurn Related Party shall be entitled to recover special, consequential
(including lost profits) or punitive damages. Notwithstanding anything to the
contrary, consequential damages shall not be deemed to include diminution in
value, which is specifically included in damages covered by BreitBurn Related
Parties indemnification.


 


Section 7.3             Indemnification Procedure. Promptly after any BreitBurn
Related Party or Purchaser Related Party (hereinafter, the “Indemnified
Party”) has received notice of any indemnifiable claim hereunder, or the
commencement of any action, suit or proceeding by a third person that the
Indemnified Party believes in good faith is an indemnifiable claim under this
Agreement, the Indemnified Party shall give the indemnitor hereunder (the “Indemnifying
Party”) written notice of such claim or the commencement of such action,
suit or proceeding, but failure to so notify the Indemnifying Party will not
relieve the Indemnifying Party from any liability it may have to such
Indemnified Party hereunder except to the extent that the Indemnifying Party is
materially prejudiced by such failure. Such notice shall state the nature and
the basis of such claim to the extent then known. The Indemnifying Party shall
have the right to defend and settle, at its own expense and by its own counsel
who shall be reasonably acceptable to the Indemnified Party, any such matter as
long as the Indemnifying Party pursues the same diligently and in good faith. If
the Indemnifying Party undertakes to defend or settle, it shall promptly notify
the Indemnified Party of its intention to do so, and the Indemnified Party
shall cooperate with the Indemnifying Party and its counsel in all commercially
reasonable respects in the defense thereof and the settlement thereof. Such
cooperation shall include, but shall not be limited to, furnishing the
Indemnifying Party with any books, records and other information reasonably
requested by the Indemnifying Party and in the Indemnified Party’s possession
or control. Such cooperation of the Indemnified Party shall be at the cost of
the Indemnifying Party. After the Indemnifying Party has notified the
Indemnified Party of its intention to undertake to defend or settle any such
asserted liability, and for so long as the Indemnifying Party diligently
pursues such defense, the Indemnifying Party shall not be liable for any
additional legal expenses incurred by the Indemnified Party in connection with
any defense or settlement of such asserted liability; provided,
however, that the Indemnified Party
shall be entitled (i) at its expense, to participate in the defense of such
asserted liability and the negotiations of the settlement thereof and (ii) if
(A) the Indemnifying Party has failed to assume the defense or employ counsel
reasonably acceptable to the Indemnified Party or (B) if the defendants in any
such action include both the Indemnified Party and the Indemnifying Party and
counsel to the Indemnified Party shall have concluded that there may be
reasonable defenses 


 


23

















 


available to the Indemnified Party that are different from or in
addition to those available to the Indemnifying Party or if the interests of
the Indemnified Party reasonably may be deemed to conflict with the interests
of the Indemnifying Party, then the Indemnified Party shall have the right to
select one separate counsel and to assume such legal defense and otherwise to
participate in the defense of such action, with the expenses and fees of such
separate counsel and other expenses related to such participation to be
reimbursed by the Indemnifying Party as incurred. Notwithstanding any other
provision of this Agreement, the Indemnifying Party shall not settle any
indemnified claim without the consent of the Indemnified Party, unless the
settlement thereof imposes no liability or obligation on, involves no admission
of wrongdoing or malfeasance by, and includes a complete release from liability
of, the Indemnified Party.


 


ARTICLE VIII



MISCELLANEOUS


 


Section 8.1             Interpretation of Provisions. Article, Section, Schedule and
Exhibit references are to this Agreement, unless otherwise specified. All
references to instruments, documents, contracts and agreements are references
to such instruments, documents, contracts and agreements as the same may be
amended, supplemented and otherwise modified from time to time, unless
otherwise specified. The word “including” shall mean “including but not limited
to”. Whenever any party has an obligation under the Basic Documents, the
expense of complying with that obligation shall be an expense of such party unless
otherwise specified. Whenever any determination, consent or approval is to be
made or given by a Purchaser under this Agreement, such action shall be in such
Purchaser’s sole discretion unless otherwise specified in this Agreement. If
any provision in the Basic Documents is held to be illegal, invalid, not
binding or unenforceable, such provision shall be fully severable and the Basic
Documents shall be construed and enforced as if such illegal, invalid, not
binding or unenforceable provision had never comprised a part of the Basic
Documents, and the remaining provisions shall remain in full force and effect. The
Basic Documents have been reviewed and negotiated by sophisticated parties with
access to legal counsel and shall not be construed against the drafter.


 


Section 8.2             Survival of Provisions. The representations and warranties
set forth in Sections 3.1, 3.2, 3.6 through 3.14 and 4.1 through 4.8 shall
survive the execution and delivery of this Agreement and the Closing
indefinitely, and the other representations set forth in this Agreement shall
survive for a period of 12 months following the Closing Date. The covenants
made in this Agreement or any other Basic Document shall survive the closing of
the transactions described herein and remain operative and in full force and
effect regardless of acceptance of any of the Purchased Units and payment
therefor and repayment, conversion, exercise or repurchase thereof. All
indemnification obligations of BreitBurn and the Purchasers pursuant to Article
VII of this Agreement shall remain operative and in full force and effect
unless such obligations are expressly terminated in writing by the Parties
referencing the particular Article or Section, regardless of any purported
general termination of this Agreement.


 


24

















 


Section 8.3             No Waiver;
Modifications in Writing.


 


(a)           Delay. No
failure or delay on the part of any Party in exercising any right, power or
remedy hereunder shall operate as a waiver thereof, nor shall any single or
partial exercise of any such right, power or remedy preclude any other or
further exercise thereof or the exercise of any right, power or remedy. The
remedies provided for herein are cumulative and are not exclusive of any
remedies that may be available to a Party at law or in equity or otherwise.


 


(b)           Specific Waiver.
Except as otherwise provided in this Agreement or the Registration Rights
Agreement, no amendment, waiver, consent, modification or termination of any
provision of any Basic Document shall be effective unless signed by each of the
Parties or each of the original signatories thereto affected by such amendment,
waiver, consent, modification or termination. Any amendment, supplement or
modification of or to any provision of any Basic Document, any waiver of any
provision of this Agreement or any other Basic Document and any consent to any
departure by BreitBurn or any Purchaser from the terms of any provision of any
Basic Document shall be effective only in the specific instance and for the
specific purpose for which made or given. Except where notice is specifically
required by this Agreement, no notice to or demand on any Party in any case
shall entitle any Party to any other or further notice or demand in similar or
other circumstances.


 


Section 8.4             Binding Effect; Assignment.


 


(a)           Binding Effect. This Agreement
shall be binding upon BreitBurn, each Purchaser, and their respective
successors and permitted assigns. Except as expressly provided in this
Agreement, this Agreement shall not be construed so as to confer any right or
benefit upon any Person other than the Parties to this Agreement and as
provided in Article VII, and their respective successors and permitted assigns.


 


(b)           Assignment of Purchased Units. All
or any portion of a Purchaser’s Purchased Units purchased pursuant to this
Agreement may be sold, assigned or pledged by such Purchaser, subject to
compliance with applicable securities Laws, Section 5.3 of this Agreement, and
the Registration Rights Agreement.


 


(c)           Assignment of Rights. Each
Purchaser may assign all or any portion of its rights and obligations under
this Agreement without the consent of BreitBurn (i) to any Affiliate of such
Purchaser or (ii) in connection with a total return swap or similar transaction
with respect to the Purchased Units purchased by such Purchaser, and in each
case the assignee shall be deemed to be a Purchaser hereunder with respect to
such assigned rights or obligations and shall agree to be bound by the
provisions of this Agreement. Except as expressly permitted by this Section
8.4(c), such rights and obligations may not otherwise be transferred except
with the prior written consent of BreitBurn (which consent shall not be
unreasonably withheld), in which case the assignee shall be deemed to be a
Purchaser hereunder with respect to such assigned rights or obligations and
shall agree to be bound by the provisions of this Agreement.


 


Section 8.5             Confidentiality and Non-Disclosure. Notwithstanding anything
herein to the contrary, each Purchaser has executed a confidentiality agreement
in favor of BreitBurn and shall continue to be bound by such confidentiality
agreement in accordance with the terms 


 


25

















 


thereof until BreitBurn discloses with the Commission (on Form 8-K or
otherwise) the transactions contemplated hereby.


 


Section 8.6             Communications. All notices and demands provided for
hereunder shall be in writing and shall be given by regular mail, registered or
certified mail, return receipt requested, facsimile, air courier guaranteeing
overnight delivery, electronic mail or personal delivery to the addresses set
forth on Schedule 8.6 hereto or to such other address as BreitBurn
or such Purchaser may designate in writing. All notices and communications
shall be deemed to have been duly given: 
at the time delivered by hand, if personally delivered; upon actual
receipt if sent by registered or certified mail, return receipt requested, or
regular mail, if mailed; when receipt acknowledged, if sent via facsimile; and
upon actual receipt when delivered to an air courier guaranteeing overnight
delivery or via electronic mail.


 


Section 8.7             Removal of Legend. Each Purchaser may request BreitBurn to
remove the legend described in Section 4.9 from the certificates evidencing the
Purchased Units by submitting to BreitBurn such certificates, together with an
opinion of counsel to the effect that such legend is no longer required under
the Securities Act or applicable state laws, as the case may be. BreitBurn
shall cooperate with such Purchaser to effect the removal of such legend; provided, that no opinion of counsel shall be required in
the event a Purchaser is effecting a sale of such Purchased Units pursuant to
Rule 144 (unless required by BreitBurn’s transfer agent) or such Purchased
Units are covered by an effective registration statement. BreitBurn shall bear
all costs and expenses associated with the removal of a legend pursuant to this
Section 8.7.


 


Section 8.8             Entire Agreement. This Agreement and the Registration Rights
Agreement are intended by the Parties as a final expression of their agreement
and intended to be a complete and exclusive statement of the agreement and
understanding of the Parties hereto and thereto in respect of the subject matter
contained herein and therein. There are no restrictions, promises, warranties
or undertakings, other than those set forth or referred to herein or therein
with respect to the rights granted by BreitBurn or a Purchaser set forth herein
or therein. This Agreement and the Registration Rights Agreement supersede all
prior agreements and understandings between the Parties with respect to such
subject matter.


 


Section 8.9             Governing Law. This Agreement will be
construed in accordance with and governed by the Laws of the State of New York.


 


Section 8.10           Execution in Counterparts. This Agreement may be executed in
any number of counterparts and by different Parties hereto in separate
counterparts, each of which counterparts, when so executed and delivered, shall
be deemed to be an original and all of which counterparts, taken together,
shall constitute but one and the same Agreement.


 


Section 8.11           Termination.


 


(a)           Notwithstanding anything herein to
the contrary, this Agreement may be terminated on or any time prior to the
Closing:


 


(i)            by the mutual written consent of the
Purchasers entitled to purchase a majority of the Purchased Units based on
their Commitment Amounts and BreitBurn; or


 


26





















 


(ii)           by the written consent of the
Purchasers entitled to purchase a majority of the Purchased Units based on
their Commitment Amounts or by BreitBurn, (A) if any representation or warranty
of the other Party set forth in this Agreement shall be untrue in any material
respect when made, or (B) upon a breach in any material respect of any covenant
or agreement on the part of the other set forth in this Agreement (either (A)
or (B) above being a “Terminating Breach”); provided,
that each Terminating Breach would cause the conditions to the non-terminating
Party’s obligations not to be satisfied and such Terminating Breach is not
cured within 20 days after written notice from the non-breaching Party.


 


(b)           Notwithstanding anything herein to
the contrary, this Agreement shall automatically terminate on or any time prior
to the Closing:


 


(i)            if the Closing shall not have
occurred on or before December 31, 2007;


 


(ii)           if the Hermes Contribution Agreement
shall have been terminated pursuant to its terms;


 


(iii)          if a Law shall have been enacted or
promulgated, or if any Action shall have been taken by any Governmental
Authority of competent jurisdiction that permanently restrains, precludes,
enjoins or otherwise prohibits the consummation of the transactions
contemplated by this Agreement or the Hermes Contribution Agreement or makes
the transactions contemplated by this Agreement illegal; or


 


(iv)          in the event that the sum of the
Commitment Amounts received by BreitBurn on the Closing Date is less than $350
Million Dollars ($350,000,000).


 


(c)           In the event of the termination of
this Agreement as provided in Section 8.11(a) or Section 8.11(b), any payments
of a Purchaser’s Commitment Amount received by BreitBurn shall be returned to
such Purchaser within two (2) Business Days and, this Agreement shall forthwith
become null and void. In the event of such termination, there shall be no
liability on the part of any Party hereto, except with respect to the
requirement to comply with any confidentiality agreement in favor of BreitBurn;
provided that nothing herein shall
relieve any Party from any liability or obligation with respect to any willful
breach of this Agreement.


 


Section 8.12           Expenses. BreitBurn shall pay up to $75,000 of legal fees of
Baker Botts LLP, counsel to the Purchasers, incurred in connection with the
negotiation, execution, delivery and performance of this Agreement and the
Registration Rights Agreement and the transactions contemplated hereby and
thereby, provided that any request for such
payment is accompanied by a satisfactory written invoice for such expenses. If
any action at law or equity is necessary to enforce or interpret the terms of
any Basic Document, the prevailing Party shall be entitled to reasonable
attorney’s fees, costs and necessary disbursements in addition to any other
relief to which such Party may be entitled.


 


Section 8.13           Recapitalization, Exchanges, Etc. Affecting the Purchased Units.
The provisions of this Agreement shall apply to the full extent set forth
herein with respect to any and all Common Units of BreitBurn or any successor
or assign of BreitBurn (whether by merger, consolidation, sale of assets or
otherwise) that may be issued in respect of, in exchange for or in 


 


27

















 


substitution of, the Purchased Units, and shall be appropriately
adjusted for combinations, Common Unit splits, recapitalizations and the like
occurring after the date of this Agreement.


 


Section 8.14           Obligations Limited to Parties to Agreement. Each of the
parties hereto covenants, agrees and acknowledges that no Person other than the
Purchasers (and their permitted assignees) and BreitBurn shall have any
obligation hereunder and that, notwithstanding that one or more of the
Purchasers may be a corporation, partnership or limited liability company, no
recourse under this Agreement or the Registration Rights Agreement or under any
documents or instruments delivered in connection herewith or therewith shall be
had against any former, current or future director, trustee, officer, employee,
agent, general or limited partner, manager, member, stockholder or Affiliate of
any of the Purchasers or BreitBurn or any former, current or future director,
trustee, officer, employee, agent, general or limited partner, manager, member,
stockholder or Affiliate of any of the foregoing, whether by the enforcement of
any assessment or by any legal or equitable proceeding, or by virtue of any
applicable Law, it being expressly agreed and acknowledged that no personal
liability whatsoever shall attach to, be imposed on or otherwise be incurred by
any former, current or future director, trustee, officer, employee, agent,
general or limited partner, manager, member, stockholder or Affiliate of any of
the Purchasers or BreitBurn or any former, current or future director, trustee,
officer, employee, agent, general or limited partner, manager, member,
stockholder or Affiliate of any of the foregoing, as such, for any obligations
of the Purchasers and BreitBurn under this Agreement or the Registration Rights
Agreement or any documents or instruments delivered in connection herewith or
therewith or for any claim based on, in respect of or by reason of such
obligation or its creation.


 


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is intentionally left blank.]


 


28

















 


IN WITNESS WHEREOF,
the Parties hereto execute this Agreement, effective as of the date first above
written.


 


	
   

  	
  BREITBURN
  ENERGY PARTNERS L.P.

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  BREITBURN
  GP, LLC,

  
	
   

  	
   

  	
  its general
  partner

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Halbert S.
  Washburn

  
	
   

  	
   

  	
  Title:

  	
  Co-Chief
  Executive Officer

  
					



 


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  LEHMAN
  BROTHERS MLP OPPORTUNITY FUND L.P.

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  Lehman
  Brothers MLP Opportunity

  
	
   

  	
   

  	
  Associates
  L.P., its general partner

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  Lehman Brothers
  MLP Opportunity

  
	
   

  	
   

  	
   

  	
  Associates
  L.L.C., its general partner

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  Name:

  	
  Jeff Wood

  
	
   

  	
   

  	
   

  	
  Title:

  	
  Vice
  President

  
						



 


 


	
   

  	
  LEHMAN
  BROTHERS MLP PARTNERS, L.P.

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  Lehman
  Brothers MLP Associates, L.P.

  
	
   

  	
   

  	
  its general
  partner

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  LB I Group,
  Inc.

  
	
   

  	
   

  	
   

  	
  its general
  partner

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  Name:

  	
  Jeff Wood

  
	
   

  	
   

  	
   

  	
  Title:

  	
  Vice
  President

  
						



 


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  CITIGROUP
  FINANCIAL PRODUCTS INC.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Bret
  Engelkemier

  
	
   

  	
   

  	
  Title:

  	
  Managing
  Director

  
					



 


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  BAUPOST
  GROUP SECURITIES, L.L.C.

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  The Baupost Group, L.L.C.

  
	
   

  	
   

  	
  its manager

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  Name:

  	
  Scott A.
  Nathan

  
	
   

  	
   

  	
   

  	
  Title:

  	
  Managing
  Director

  
						



 


[AMENDED
AND RESTATED UNIT PURCHASE AGREEMENT – SIGNATURE PAGE]


 

















 


	
   

  	
  KAYNE
  ANDERSON MLP INVESTMENT 

  COMPANY

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  	
  James C.
  Baker

  
	
   

  	
   

  	
  Title:

  	
  Vice
  President

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  KAYNE
  ANDERSON ENERGY TOTAL 

  RETURN FUND, INC.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  	
  James C.
  Baker

  
	
   

  	
   

  	
  Title:

  	
  Vice
  President

  
					



 


[AMENDED
AND RESTATED UNIT PURCHASE AGREEMENT – SIGNATURE PAGE]


 

















 


	
   

  	
  KAYNE
  ANDERSON MLP FUND, LP

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  Kayne Anderson Capital Advisors, L.P.

  
	
   

  	
   

  	
  its general partner

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  Name:

  	
  David
  Shladovsky

  
	
   

  	
   

  	
   

  	
  Title:

  	
  General
  Counsel

  
						



 


 


	
   

  	
  KAYNE
  ANDERSON CAPITAL INCOME 

  PARTNERS (QP), LP

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  Kayne Anderson Capital Advisors, L.P.

  
	
   

  	
   

  	
  its general partner

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  Name:

  	
  David
  Shladovsky

  
	
   

  	
   

  	
   

  	
  Title:

  	
  General
  Counsel

  
						



 


 


	
   

  	
  KAYNE
  ANDERSON MIDSTREAM 

  OPPORTUNITIES FUND, LP

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  Kayne Anderson Capital Advisors, L.P.

  
	
   

  	
   

  	
  its general partner

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  Name:

  	
  David
  Shladovsky

  
	
   

  	
   

  	
   

  	
  Title:

  	
  General
  Counsel

  
						



 


 


	
   

  	
  KAYNE
  ANDERSON REAL ASSETS FUND, L.P.

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  Kayne Anderson Capital Advisors, L.P.

  
	
   

  	
   

  	
  its general partner

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  Name:

  	
  David
  Shladovsky

  
	
   

  	
   

  	
   

  	
  Title:

  	
  General
  Counsel

  
						



 


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  KAYNE
  ANDERSON NON-TRADITIONAL 

  INVESTMENTS, LP

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  Kayne Anderson Capital Advisors, L.P.

  
	
   

  	
   

  	
  its general partner

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  Name:

  	
  David
  Shladovsky

  
	
   

  	
   

  	
   

  	
  Title:

  	
  General
  Counsel

  
						



 


 


	
   

  	
  ARBCO
  II, L.P.

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  Kayne Anderson Capital Advisors, L.P.

  
	
   

  	
   

  	
  its general partner

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  Name:

  	
  David
  Shladovsky

  
	
   

  	
   

  	
   

  	
  Title:

  	
  General
  Counsel

  
						



 


 


	
   

  	
  KAYNE
  ANDERSON INCOME PARTNERS, L.P.

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  Kayne Anderson Capital Advisors, L.P.

  
	
   

  	
   

  	
  its general partner

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  Name:

  	
  David
  Shladovsky

  
	
   

  	
   

  	
   

  	
  Title:

  	
  General
  Counsel

  
						



 


[AMENDED AND RESTATED UNIT PURCHASE AGREEMENT – SIGNATURE PAGE]


 

















 


	
   

  	
  MLP
  & STRATEGIC EQUITY FUND INC.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  	
  James J.
  Cunnane, Jr.

  
	
   

  	
   

  	
  Title:

  	
  Portfolio
  Manager

  
					



 


[AMENDED AND RESTATED UNIT PURCHASE AGREEMENT
– SIGNATURE PAGE]


 

















 


	
   

  	
  ENERGY
  INCOME AND GROWTH FUND

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  	
   

  
	
   

  	
   

  	
  Title:

  	
   

  
					



 


[AMENDED AND RESTATED UNIT PURCHASE AGREEMENT
– SIGNATURE PAGE]


 

















 


	
   

  	
  FIDUCIARY/CLAYMORE
  MLP 

  OPPORTUNITY FUND

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  	
   

  
	
   

  	
   

  	
  Title:

  	
   

  
					



 


[AMENDED AND RESTATED UNIT PURCHASE AGREEMENT
– SIGNATURE PAGE]


 
















 


	
   

  	
  STROME
  MLP FUND, LP

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  Strome
  Investment Management, LP

  
	
   

  	
   

  	
  its general partner

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  Name:

  	
  Peter Davies

  
	
   

  	
   

  	
   

  	
  Title:

  	
  Chief
  Executive Officer

  
						



 


[AMENDED AND RESTATED UNIT PURCHASE AGREEMENT
– SIGNATURE PAGE]


 

















 


	
   

  	
  STRUCTURED
  FINANCE AMERICAS, LLC

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Sunil
  Hariani

  
	
   

  	
   

  	
  Title:

  	
  Vice
  President

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Andrea Leung

  
	
   

  	
   

  	
  Title:

  	
  Vice
  President

  
					



 


[AMENDED AND RESTATED UNIT PURCHASE AGREEMENT
– SIGNATURE PAGE]


 

















 


	
   

  	
  TORTOISE GAS AND
  OIL CORPORATION

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Zachary A.
  Hamel

  
	
   

  	
   

  	
  Title:

  	
  Senior Vice
  President

  
					



 


[AMENDED AND RESTATED UNIT PURCHASE AGREEMENT
– SIGNATURE PAGE]


 

















 


	
   

  	
  ZLP
  FUND, L.P.

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  Zimmer Lucas
  Partners, LLC

  
	
   

  	
   

  	
  its general partner

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  Name:

  	
  Craig M.
  Lucas

  
	
   

  	
   

  	
   

  	
  Title:

  	
  Managing Member

  
						



 


[AMENDED AND RESTATED UNIT PURCHASE AGREEMENT
– SIGNATURE PAGE]


 

















 


	
   

  	
  THE
  NORTHWESTERN MUTUAL LIFE

  INSURANCE COMPANY

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  	
   

  
	
   

  	
   

  	
  Title:

  	
  Its
  Authorized Representative

  
						



 


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– SIGNATURE PAGE]


 

















 


	
   

  	
  MAGNETAR
  CAPITAL FUND, LP

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  Magnetar
  Financial LLC,

  
	
   

  	
   

  	
  its general partner

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  	
   

  	
   

  
	
   

  	
   

  	
  Title:

  	
   

  	
   

  
							



 


[AMENDED AND RESTATED UNIT PURCHASE AGREEMENT
– SIGNATURE PAGE]


 

















 


	
   

  	
  MORGAN
  STANLEY STRATEGIC 

  INVESTMENTS, INC.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Alan Thomas

  
	
   

  	
   

  	
  Title:

  	
  Vice
  President

  
					



 


[AMENDED AND RESTATED UNIT PURCHASE AGREEMENT
– SIGNATURE PAGE]


 

















 


	
   

  	
  LB I
  GROUP, INC.

  
	
   

  	
   

  
	
   

  	
  On behalf of
  Equity Strategies (Special Situations

  Group)

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Leon
  Zaltzman

  
	
   

  	
   

  	
  Title:

  	
  Managing Director

  
					



 


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  UBS
  WARBURG SWAPS INC.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Barry Gill

  
	
   

  	
   

  	
  Title:

  	
  Managing
  Director

  
					



 


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– SIGNATURE PAGE]


 

















 


	
   

  	
  CONTINENTAL
  CASUALTY COMPANY

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  Swank Energy
  Income Advisor L.P.

  
	
   

  	
   

  	
  its investment advisor

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  Name:

  	
  Jerry V.
  Swank

  
	
   

  	
   

  	
   

  	
  Title:

  	
  Managing
  Partner

  
						



 


[AMENDED AND RESTATED UNIT PURCHASE AGREEMENT
– SIGNATURE PAGE]


 

















 


	
   

  	
  SWANK
  MLP CONVERGENCE FUND, LP

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Jerry V.
  Swank

  
	
   

  	
   

  	
  Title:

  	
  Managing
  Partner

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  LLOYDMINSTER
  CANADIAN 

  OPPORTUNITY FUND, LP

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Jerry V.
  Swank

  
	
   

  	
   

  	
  Title:

  	
  Managing
  Partner

  
					



 


[AMENDED AND RESTATED UNIT PURCHASE AGREEMENT – SIGNATURE PAGE]


 

















 


	
   

  	
  AT MLP
  FUND, LLC

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  Atlantic
  Trust Company, N.A.

  
	
   

  	
   

  	
  its manager

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  Name:

  	
  Paul
  McPheeters

  
	
   

  	
   

  	
   

  	
  Title:

  	
  Managing
  Director

  
						



 


[AMENDED AND RESTATED UNIT PURCHASE AGREEMENT
– SIGNATURE PAGE]


 

















 


	
   

  	
  HARTZ
  CAPITAL MLP, LLC

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  Hartz
  Capital, Inc.

  
	
   

  	
   

  	
  its manager

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  Name:

  	
  Ronald J.
  Bangs

  	
   

  
	
   

  	
   

  	
   

  	
  Title:

  	
  Chief
  Operating Officer

  
							



 


[AMENDED AND RESTATED UNIT PURCHASE AGREEMENT
– SIGNATURE PAGE]


 

















 


	
   

  	
  HITE MLP
  LP

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  HITE Hedge
  Asset Management LLC

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  Name:

  	
  James Jampel

  
	
   

  	
   

  	
   

  	
  Title:

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  HITE
  HEDGE LP

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  HITE Hedge
  Asset Management LLC

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  Name:

  	
  James Jampel

  
	
   

  	
   

  	
   

  	
  Title:

  	
   

  
						



 


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– SIGNATURE PAGE]


 

















 


	
   

  	
  CREDIT
  SUISSE SECURITIES (USA) LLC

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Michael
  Meyers

  
	
   

  	
   

  	
  Title:

  	
  Managing
  Director

  
					



 


[AMENDED AND RESTATED UNIT PURCHASE AGREEMENT
– SIGNATURE PAGE]


 

















 


Schedule 2.1


 


PURCHASERS AND COMMITMENT AMOUNTS


 


	
  Purchaser

  	
   

  	
  Units Purchased

  	
   

  	
  Total Commitment

  Amount

  	
   

  
	
  Lehman
  Brothers MLP Opportunity Fund L.P. 

  	
   

  	
  2,037,037 

  	
    

  	
  $

  	
  54,999,999.00
  

  	
    

  
	
  Lehman
  Brothers MLP Partners, L.P.

  	
   

  	
  1,111,103

  	
   

  	
  $

  	
  29,999,781.00

  	
   

  
	
  Citigroup
  Financial Products Inc.

  	
   

  	
  1,851,850

  	
   

  	
  $

  	
  49,999,950.00

  	
   

  
	
  Baupost
  Group Securities, L.L.C.

  	
   

  	
  1,666,660

  	
   

  	
  $

  	
  44,999,820.00

  	
   

  
	
  Kayne Anderson
  MLP Investment Company

  	
   

  	
  555,555

  	
   

  	
  $

  	
  14,999,985.00

  	
   

  
	
  Kayne
  Anderson Energy Total Return Fund, Inc.

  	
   

  	
  185,185

  	
   

  	
  $

  	
  4,999,995.00

  	
   

  
	
  Kayne
  Anderson MLP Fund, LP

  	
   

  	
  361,111

  	
   

  	
  $

  	
  9,749,997.00

  	
   

  
	
  Kayne
  Anderson Capital Income Partners QP, LP

  	
   

  	
  92,590

  	
   

  	
  $

  	
  2,499,930.00

  	
   

  
	
  Kayne
  Anderson Midstream Opportunity Fund, LP

  	
   

  	
  55,555

  	
   

  	
  $

  	
  1,499,985.00

  	
   

  
	
  Kayne
  Anderson Real Assets Fund, L.P.

  	
   

  	
  18,517

  	
   

  	
  $

  	
  499,959.00

  	
   

  
	
  Kayne
  Anderson Non-Traditional Investments, LP

  	
   

  	
  9,259

  	
   

  	
  $

  	
  249,993.00

  	
   

  
	
  ARBCO II,
  L.P.

  	
   

  	
  9,259

  	
   

  	
  $

  	
  249,993.00

  	
   

  
	
  Kayne
  Anderson Income Partners, L.P.

  	
   

  	
  9,259

  	
   

  	
  $

  	
  249,993.00

  	
   

  
	
  Energy
  Income & Growth Fund

  	
   

  	
  253,352

  	
   

  	
  $

  	
  6,840,504.00

  	
   

  
	
  Fiduciary/Claymore
  MLP Opportunity Fund

  	
   

  	
  778,888

  	
   

  	
  $

  	
  21,029,976.00

  	
   

  
	
  MLP &
  Strategic Equity Fund Inc.

  	
   

  	
  78,870

  	
   

  	
  $

  	
  2,129,490.00

  	
   

  
	
  Strome MLP
  Fund, LP

  	
   

  	
  740,740

  	
   

  	
  $

  	
  19,999,980.00

  	
   

  
	
  Tortoise Gas
  and Oil Corporation

  	
   

  	
  740,740

  	
   

  	
  $

  	
  19,999,980.00

  	
   

  
	
  ZLP Fund,
  L.P.

  	
   

  	
  185,183

  	
   

  	
  $

  	
  4,999,941.00

  	
   

  
	
  The
  Northwestern Mutual Life Insurance Company

  	
   

  	
  925,920

  	
   

  	
  $

  	
  24,999,840.00

  	
   

  
	
  Magnetar
  Capital Fund, LP

  	
   

  	
  370,370

  	
   

  	
  $

  	
  9,999,990.00

  	
   

  
	
  LB I Group,
  Inc.

  	
   

  	
  370,370

  	
   

  	
  $

  	
  9,999,990.00

  	
   

  
	
  UBS Warburg
  Swaps Inc.

  	
   

  	
  370,370

  	
   

  	
  $

  	
  9,999,990.00

  	
   

  
	
  Continental
  Casualty Company

  	
   

  	
  185,000

  	
   

  	
  $

  	
  4,995,000.00

  	
   

  
	
  Lloydminster
  Canadian Opportunity Fund, LP

  	
   

  	
  11,050

  	
   

  	
  $

  	
  298,350.00

  	
   

  
	
  Swank MLP
  Convergence Fund, LP

  	
   

  	
  63,200

  	
   

  	
  $

  	
  1,706,400.00

  	
   

  
	
  AT MLP Fund,
  LLC

  	
   

  	
  222,220

  	
   

  	
  $

  	
  5,999,940.00

  	
   

  
	
  Hartz
  Capital MLP, LLC

  	
   

  	
  185,180

  	
   

  	
  $

  	
  4,999,860.00

  	
   

  
	
  HITE MLP LP

  	
   

  	
  2,700

  	
   

  	
  $

  	
  72,900.00

  	
   

  
	
  HITE Hedge
  LP

  	
   

  	
  182,480

  	
   

  	
  $

  	
  4,926,960.00

  	
   

  
	
  Credit Suisse Securities (USA) LLC

  	
   

  	
  74,147

  	
   

  	
  $

  	
  2,001,969.00

  	
   

  
	
  Morgan
  Stanley Strategic Investments, Inc.

  	
   

  	
  1,111,110

  	
   

  	
  $

  	
  29,999,970.00

  	
   

  
	
  Structured
  Finance Americas, LLC

  	
   

  	
  1,851,837

  	
   

  	
  $

  	
  49,999,599.00

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Total

  	
   

  	
  16,666,667

  	
   

  	
  $

  	
  450,000,009.00

  	
   

  



 

















 


Schedule 8.6


 


NOTICE


 


	
   

  	
   

  	
  WITH A
  COPY TO:

  
	
  IF TO:

  	
   

  	
  (WHICH
  DOES NOT CONSTITUTE NOTICE)

  
	
   

  	
   

  	
   

  
	
  Lehman
  Brothers MLP Opportunity Fund, L.P.:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Lehman
  Brothers MLP Opportunity Fund, L.P.

  	
   

  	
  Baker
  Botts L.L.P.

  
	
  Attn:
  Michael J. Cannon

  	
   

  	
  Attn: Laura Tyson, Esq.

  
	
  399
  Park Avenue, 9th Floor

  	
   

  	
  1500 San Jacinto Center

  
	
  New
  York, NY 10022

  	
   

  	
  98
  San Jacinto Blvd.

  
	
  Phone:
  212-526-0029

  	
   

  	
  Austin,
  TX 78701

  
	
  Fax:
  646-758-4208

  	
   

  	
  Fax:
  512-322-8377

  
	
   

  	
   

  	
   

  
	
  Lehman
  Brothers MLP Partners, L.P.:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Lehman
  Brothers MLP Partners, L.P.

  	
   

  	
  Baker
  Botts L.L.P.

  
	
  Attn:
  Michael J. Cannon

  	
   

  	
  Attn: Laura Tyson, Esq.

  
	
  399
  Park Avenue, 9th Floor

  	
   

  	
  1500 San Jacinto Center

  
	
  New
  York, NY 10022

  	
   

  	
  98
  San Jacinto Blvd.

  
	
  Phone:
  212-526-0029

  	
   

  	
  Austin,
  TX 78701

  
	
  Fax:
  646-758-4208

  	
   

  	
  Fax:
  512-322-8377

  
	
   

  	
   

  	
   

  
	
  Citigroup
  Financial Products Inc.:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Citigroup
  Global Markets

  	
   

  	
   

  
	
  Attn:
  Brendan O’Dea

  	
   

  	
   

  
	
  3rd
  Floor, 390 Greenwich Street

  	
   

  	
   

  
	
  New
  York, NY 10013

  	
   

  	
   

  
	
  Email:
  brendan.odea@citigroup.com

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Baupost
  Group Securities, L.L.C.:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  The
  Baupost Group, L.L.C.

  	
   

  	
   

  
	
  Attn:
  Scott A. Stone, General Counsel

  	
   

  	
   

  
	
  10 St. James Avenue, Suite 1700

  	
   

  	
   

  
	
  Boston, MA 02116

  	
   

  	
   

  
	
  Phone:
  617-210-8322

  	
   

  	
   

  
	
  Fax:
  617-451-7333

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Kayne
  Anderson MLP Investment Company:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Kayne
  Anderson Capital Advisors, L.P.

  	
   

  	
  Kayne
  Anderson Fund Advisors

  
	
  Attn:
  David Shladovsky, Esq.

  	
   

  	
  Attn:
  Kevin McCarthy

  
	
  1800
  Avenue of the Stars, 2nd Floor

  	
   

  	
  717
  Texas Avenue, Suite 3100

  
	
  Los
  Angeles, California 90067

  	
   

  	
  Houston,
  Texas 77002

  
	
  Fax:
  (310) 284-6490

  	
   

  	
  Fax:
  (713) 655-7359

  



 

















 


	
   

  	
   

  	
  WITH A
  COPY TO:

  
	
  IF TO:

  	
   

  	
  (WHICH
  DOES NOT CONSTITUTE NOTICE)

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  and

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Baker
  Botts L.L.P.

  
	
   

  	
   

  	
  Attn: Laura Tyson, Esq.

  
	
   

  	
   

  	
  1500 San Jacinto Center

  
	
   

  	
   

  	
  98
  San Jacinto Blvd.

  
	
   

  	
   

  	
  Austin,
  TX 78701

  
	
   

  	
   

  	
  Fax:
  512-322-8377

  
	
   

  	
   

  	
   

  
	
  Kayne
  Anderson Energy Total Return Fund, Inc.:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Kayne
  Anderson Capital Advisors, L.P.

  	
   

  	
  Kayne
  Anderson Fund Advisors

  
	
  Attn:
  David Shladovsky, Esq.

  	
   

  	
  Attn:
  Kevin McCarthy

  
	
  1800
  Avenue of the Stars, 2nd Floor

  	
   

  	
  717
  Texas Avenue, Suite 3100

  
	
  Los
  Angeles, California 90067

  	
   

  	
  Houston,
  Texas 77002

  
	
  Fax:
  (310) 284-6490

  	
   

  	
  Fax:
  (713) 655-7359

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  and

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Baker
  Botts L.L.P.

  
	
   

  	
   

  	
  Attn: Laura Tyson, Esq.

  
	
   

  	
   

  	
  1500 San Jacinto Center

  
	
   

  	
   

  	
  98
  San Jacinto Blvd.

  
	
   

  	
   

  	
  Austin,
  TX 78701

  
	
   

  	
   

  	
  Fax:
  512-322-8377

  
	
   

  	
   

  	
   

  
	
  Kayne
  Anderson MLP Fund, LP:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Kayne
  Anderson Capital Advisors, L.P.

  	
   

  	
  Kayne
  Anderson Fund Advisors

  
	
  Attn:
  David Shladovsky, Esq.

  	
   

  	
  Attn:
  Kevin McCarthy

  
	
  1800
  Avenue of the Stars, 2nd Floor

  	
   

  	
  717
  Texas Avenue, Suite 3100

  
	
  Los
  Angeles, California 90067

  	
   

  	
  Houston,
  Texas 77002

  
	
  Fax:
  (310) 284-6490

  	
   

  	
  Fax:
  (713) 655-7359

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  and

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Baker
  Botts L.L.P.

  
	
   

  	
   

  	
  Attn: Laura Tyson, Esq.

  
	
   

  	
   

  	
  1500 San Jacinto Center

  
	
   

  	
   

  	
  98
  San Jacinto Blvd.

  
	
   

  	
   

  	
  Austin,
  TX 78701

  
	
   

  	
   

  	
  Fax:
  512-322-8377

  



 

















 


	
   

  	
   

  	
  WITH A
  COPY TO:

  
	
  IF TO:

  	
   

  	
  (WHICH
  DOES NOT CONSTITUTE NOTICE)

  
	
   

  	
   

  	
   

  
	
  Kayne
  Anderson Capital Income Partners (QP), LP:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Kayne
  Anderson Capital Advisors, L.P.

  	
   

  	
  Kayne
  Anderson Fund Advisors

  
	
  Attn:
  David Shladovsky, Esq.

  	
   

  	
  Attn:
  Kevin McCarthy

  
	
  1800
  Avenue of the Stars, 2nd Floor

  	
   

  	
  717
  Texas Avenue, Suite 3100

  
	
  Los
  Angeles, California 90067

  	
   

  	
  Houston,
  Texas 77002

  
	
  Fax:
  (310) 284-6490

  	
   

  	
  Fax:
  (713) 655-7359

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  and

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Baker
  Botts L.L.P.

  
	
   

  	
   

  	
  Attn: Laura Tyson, Esq.

  
	
   

  	
   

  	
  1500 San Jacinto Center

  
	
   

  	
   

  	
  98
  San Jacinto Blvd.

  
	
   

  	
   

  	
  Austin,
  TX 78701

  
	
   

  	
   

  	
  Fax:
  512-322-8377

  
	
   

  	
   

  	
   

  
	
  Kayne
  Anderson Midstream Opportunity Fund, LP:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Kayne
  Anderson Capital Advisors, L.P.

  	
   

  	
  Kayne
  Anderson Fund Advisors

  
	
  Attn:
  David Shladovsky, Esq.

  	
   

  	
  Attn:
  Kevin McCarthy

  
	
  1800
  Avenue of the Stars, 2nd Floor

  	
   

  	
  717
  Texas Avenue, Suite 3100

  
	
  Los
  Angeles, California 90067

  	
   

  	
  Houston,
  Texas 77002

  
	
  Fax:
  (310) 284-6490

  	
   

  	
  Fax:
  (713) 655-7359

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  and

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Baker
  Botts L.L.P.

  
	
   

  	
   

  	
  Attn: Laura Tyson, Esq.

  
	
   

  	
   

  	
  1500 San Jacinto Center

  
	
   

  	
   

  	
  98
  San Jacinto Blvd.

  
	
   

  	
   

  	
  Austin,
  TX 78701

  
	
   

  	
   

  	
  Fax:
  512-322-8377

  
	
   

  	
   

  	
   

  
	
  Kayne
  Anderson Real Assets Fund, L.P.:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Kayne
  Anderson Capital Advisors, L.P.

  	
   

  	
  Kayne
  Anderson Fund Advisors

  
	
  Attn:
  David Shladovsky, Esq.

  	
   

  	
  Attn:
  Kevin McCarthy

  
	
  1800
  Avenue of the Stars, 2nd Floor

  	
   

  	
  717
  Texas Avenue, Suite 3100

  
	
  Los
  Angeles, California 90067

  	
   

  	
  Houston,
  Texas 77002

  
	
  Fax:
  (310) 284-6490

  	
   

  	
  Fax:
  (713) 655-7359

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  and

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Baker
  Botts L.L.P.

  
	
   

  	
   

  	
  Attn: Laura Tyson, Esq.

  
	
   

  	
   

  	
  1500 San Jacinto Center

  
	
   

  	
   

  	
  98
  San Jacinto Blvd.

  
	
   

  	
   

  	
  Austin,
  TX 78701

  
	
   

  	
   

  	
  Fax:
  512-322-8377

  



 

















 


	
   

  	
   

  	
  WITH A
  COPY TO:

  
	
  IF TO:

  	
   

  	
  (WHICH
  DOES NOT CONSTITUTE NOTICE)

  
	
   

  	
   

  	
   

  
	
  Kayne
  Anderson Non-Traditional Investments, LP:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Kayne
  Anderson Capital Advisors, L.P.

  	
   

  	
  Kayne
  Anderson Fund Advisors

  
	
  Attn:
  David Shladovsky, Esq.

  	
   

  	
  Attn:
  Kevin McCarthy

  
	
  1800
  Avenue of the Stars, 2nd Floor

  	
   

  	
  717
  Texas Avenue, Suite 3100

  
	
  Los
  Angeles, California 90067

  	
   

  	
  Houston,
  Texas 77002

  
	
  Fax:
  (310) 284-6490

  	
   

  	
  Fax:
  (713) 655-7359

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  and

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Baker
  Botts L.L.P.

  
	
   

  	
   

  	
  Attn: Laura Tyson, Esq.

  
	
   

  	
   

  	
  1500 San Jacinto Center

  
	
   

  	
   

  	
  98
  San Jacinto Blvd.

  
	
   

  	
   

  	
  Austin,
  TX 78701

  
	
   

  	
   

  	
  Fax:
  512-322-8377

  
	
   

  	
   

  	
   

  
	
  Arbco
  II, L.P.:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Kayne
  Anderson Capital Advisors, L.P.

  	
   

  	
  Kayne
  Anderson Fund Advisors

  
	
  Attn:
  David Shladovsky, Esq.

  	
   

  	
  Attn:
  Kevin McCarthy

  
	
  1800
  Avenue of the Stars, 2nd Floor

  	
   

  	
  717
  Texas Avenue, Suite 3100

  
	
  Los
  Angeles, California 90067

  	
   

  	
  Houston,
  Texas 77002

  
	
  Fax:
  (310) 284-6490

  	
   

  	
  Fax:
  (713) 655-7359

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  and

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Baker
  Botts L.L.P.

  
	
   

  	
   

  	
  Attn: Laura Tyson, Esq.

  
	
   

  	
   

  	
  1500 San Jacinto Center

  
	
   

  	
   

  	
  98
  San Jacinto Blvd.

  
	
   

  	
   

  	
  Austin,
  TX 78701

  
	
   

  	
   

  	
  Fax:
  512-322-8377

  
	
   

  	
   

  	
   

  
	
  Kayne
  Anderson Income Partners, L.P.:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Kayne
  Anderson Capital Advisors, L.P.

  	
   

  	
  Kayne
  Anderson Fund Advisors

  
	
  Attn:
  David Shladovsky, Esq.

  	
   

  	
  Attn:
  Kevin McCarthy

  
	
  1800
  Avenue of the Stars, 2nd Floor

  	
   

  	
  717
  Texas Avenue, Suite 3100

  
	
  Los
  Angeles, California 90067

  	
   

  	
  Houston,
  Texas 77002

  
	
  Fax:
  (310) 284-6490

  	
   

  	
  Fax:
  (713) 655-7359

  



 

















 


	
   

  	
   

  	
  WITH A
  COPY TO:

  
	
  IF TO:

  	
   

  	
  (WHICH
  DOES NOT CONSTITUTE NOTICE)

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  and

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Baker
  Botts L.L.P.

  
	
   

  	
   

  	
  Attn: Laura Tyson, Esq.

  
	
   

  	
   

  	
  1500 San Jacinto Center

  
	
   

  	
   

  	
  98
  San Jacinto Blvd.

  
	
   

  	
   

  	
  Austin,
  TX 78701

  
	
   

  	
   

  	
  Fax:
  512-322-8377

  
	
   

  	
   

  	
   

  
	
  MLP
  & Strategic Equity Fund Inc.:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  MLP
  & Strategic Equity Fund Inc.

  	
   

  	
   

  
	
  Attn: James J. Cunnane, Jr.

  	
   

  	
   

  
	
  Fiduciary Asset Management LLC

  	
   

  	
   

  
	
  8112 Maryland Ave., Suite 400

  	
   

  	
   

  
	
  Saint Louis, MO 63105

  	
   

  	
   

  
	
  Fax:
  (314) 446-6707

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Energy
  Income and Growth Fund:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  First
  Trust Portfolios, L.P.

  	
   

  	
   

  
	
  1001 Warrenville Road, Suite 300

  	
   

  	
   

  
	
  Lisle, IL 60532

  	
   

  	
   

  
	
  Attention:
  W. Scott Jardine, General Counsel

  	
   

  	
   

  
	
  Fax:
  630-241-8650

  	
   

  	
   

  
	
  Email:
  sjardine@ftportfolios.com

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Fiduciary/Claymore
  MLP Opportunity Fund:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  MLP
  & Strategic Equity Fund Inc.

  	
   

  	
   

  
	
  Attn: James J. Cunnane, Jr.

  	
   

  	
   

  
	
  Fiduciary Asset Management LLC

  	
   

  	
   

  
	
  8112 Maryland Ave., Suite 400

  	
   

  	
   

  
	
  Saint Louis, MO 63105

  	
   

  	
   

  
	
  Fax:
  (314) 446-6707

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Strome
  MLP Fund, LP:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Strome
  Investment Management, LP

  	
   

  	
   

  
	
  Attn:
  Casey Borman

  	
   

  	
   

  
	
  100
  Wilshire Blvd.

  	
   

  	
   

  
	
  Suite 1750

  	
   

  	
   

  
	
  Santa Monica, CA  90401

  	
   

  	
   

  
	
  310-917-6600 phone

  	
   

  	
   

  
	
  310-752-1483 fax

  	
   

  	
   

  
	
  cborman@strome.com

  	
   

  	
   

  



 
















 


	
  IF TO:

  	
   

  	
  WITH A COPY TO:

  (WHICH DOES NOT CONSTITUTE NOTICE)

  
	
   

  	
   

  	
   

  
	
  Structured
  Finance Americas, LLC:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Structured Finance
  Americas, LLC

  	
   

  	
   

  
	
  c/o
  Deutsche Bank Securities Inc.

  	
   

  	
   

  
	
  Attn: Sunil Hariani, 4th
  Floor

  	
   

  	
   

  
	
  60 Wall Street

  	
   

  	
   

  
	
  New York, NY 10005

  	
   

  	
   

  
	
  Email:  nicholas.bozzuto@db.com

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Tortoise Gas and Oil
  Corporation:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Tortoise Capital Advisors

  	
   

  	
   

  
	
  Attn:  Zachary Hamel

  	
   

  	
   

  
	
  10801 Mastin Blvd., Suite 222

  	
   

  	
   

  
	
  Overland Park, KS 66210

  	
   

  	
   

  
	
  Email:  zhamel@fountaincapital.com

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  ZLP Fund, L.P.:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Zimmer Lucas Partners

  	
   

  	
   

  
	
  Attn:  Daniel Lynch

  	
   

  	
   

  
	
  Harborside Financial
  Center

  	
   

  	
   

  
	
  Plaza 10, Suite 301

  	
   

  	
   

  
	
  Jersey City, NJ 07311

  	
   

  	
   

  
	
  Phone: 201-716-1406

  	
   

  	
   

  
	
  Fax: 201-716-1425

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  The Northwestern Mutual Life
  Insurance

  Company:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  The Northwestern Mutual
  Life Insurance Company 

  720 East Wisconsin Avenue 

  Milwaukee, WI  53202 

  Attn:  Securities Department 

  Facsimile:  (414) 665-7124 

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Magnetar Capital Fund, LP:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  c/o Magnetar Financial LLC

  	
   

  	
   

  
	
  1603 Orrington Avenue,
  13th Floor

  	
   

  	
   

  
	
  Evanston, IL 60201

  	
   

  	
   

  
	
  Attn: Douglas Litowitz

  	
   

  	
   

  
	
  (ph) 847-905-4685

  	
   

  	
   

  
	
  (fax) 847-905-5685

  	
   

  	
   

  
	
  Doug.Litowitz@magnetar.com

  	
   

  	
   

  



 

















 


	
  IF TO:

  	
   

  	
  WITH A COPY TO:

  (WHICH DOES NOT CONSTITUTE NOTICE)

  
	
   

  	
   

  	
   

  
	
   Morgan Stanley
   Strategic Investments, Inc.:

    

   Morgan Stanley Strategic
   Investments, Inc. 

   Attn: Alan Thomas  / Todd Bosch 

   1585 Broadway, 5th Floor 

   New York, NY  10036 

   Facsimile: (212) 507-1918 

   	
    

   	
    

    

   Morgan Stanley Legal and
   Compliance Division 

   Attn: Amanda Bixler 

   1221 Avenue of the Americas, 40th Floor 

   New York, NY  10020 

   Facsimile: (646) 290-2603

   
	
   

  	
   

  	
   

  
	
  LB I Group, Inc.:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Eric Hess 

  	
   

  	
   

  
	
  Legal

  	
   

  	
   

  
	
  Lehman Brothers Inc.

  	
   

  	
   

  
	
  745 7th Ave. 19th Floor

  	
   

  	
   

  
	
  New York, NY 10019

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  And:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Leon Zaltzman

  	
   

  	
   

  
	
  Equity Strategies (Special
  Situations Group)

  	
   

  	
   

  
	
  745 7th Ave.

  	
   

  	
   

  
	
  Lehman Brothers Inc.

  	
   

  	
   

  
	
  745 7th Ave. 8th Floor

  	
   

  	
   

  
	
  New York, NY 10019

  	
   

  	
   

  
	
  Email:  leon.zaltzman@lehman.com

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  UBS Warburg Swaps Inc.:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Chris Coward 

  UBS Fundamental Investment Group 

  	
   

  	
   

  
	
  1285 Avenue of the
  Americas, 9th Floor 

  New York, NY 10019 

  	
   

  	
   

  
	
  Ph:  212-649-7588

  	
   

  	
   

  
	
  Mb:  646-643-1410

  	
   

  	
   

  
	
  Fax:  212-882-8741 

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Continental Casualty Company:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Swank Capital, LLC

  	
   

  	
   

  
	
  Attn:  Daniel L. Spears

  	
   

  	
   

  
	
  3300 Oak Lawn Ave., Suite 650

  	
   

  	
   

  
	
  Dallas, TX  75219

  	
   

  	
   

  
	
  Fax:  214-219-2353

  	
   

  	
   

  
	
  Tel:  214-635-1676

  	
   

  	
   

  
	
  dspears@theswankgroup.com

  	
   

  	
   

  



 

















 


	
  IF TO:

  	
   

  	
  WITH A COPY TO:

  (WHICH DOES NOT CONSTITUTE NOTICE)

  
	
   

  	
   

  	
   

  
	
  Swank MLP Convergence Fund, LP:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Swank Capital, LLC

  	
   

  	
   

  
	
  Attn:  Daniel L. Spears

  	
   

  	
   

  
	
  3300 Oak Lawn Ave., Suite 650

  	
   

  	
   

  
	
  Dallas, TX  75219

  	
   

  	
   

  
	
  Fax:  214-219-2353

  	
   

  	
   

  
	
  Tel:  214-635-1676

  	
   

  	
   

  
	
  dspears@theswankgroup.com

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Lloydminster Canadian
  Opportunity Fund, LP:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Swank Capital, LLC

  	
   

  	
   

  
	
  Attn:  Daniel L. Spears

  	
   

  	
   

  
	
  3300 Oak Lawn Ave., Suite 650

  	
   

  	
   

  
	
  Dallas, TX  75219

  	
   

  	
   

  
	
  Fax:  214-219-2353

  	
   

  	
   

  
	
  Tel:  214-635-1676

  	
   

  	
   

  
	
  dspears@theswankgroup.com

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  AT MLP Fund, LLC:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Atlantic Trust

  	
   

  	
   

  
	
  Attn:  Chris Linder

  	
   

  	
   

  
	
  1700 Lincoln Street, Suite 2550

  	
   

  	
   

  
	
  Denver, CO 80203

  	
   

  	
   

  
	
  Email:  pmcpheeters@atlantictrust.com

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Hartz Capital MLP, LLC:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Hartz Capital MLP, LLC

  	
   

  	
  Hartz Capital MLP, LLC

  
	
  Attn:  Noah B. Lerner

  	
   

  	
  Attn:  Tim Terry

  
	
  400 Plaza Drive

  	
   

  	
  400 Plaza Drive

  
	
  Secaucus, NJ  07094

  	
   

  	
  Secaucus, NJ  07094

  
	
  Email:  noah.lerner@hartzcapital.com

  	
   

  	
  Email:  tim.terry@hartzcapital.com

  
	
  Phone:  201-272-6004

  	
   

  	
  Phone:  201-272-6041

  
	
  Fax:  201-866-6387

  	
   

  	
  Fax:  201-866-6387

  
	
   

  	
   

  	
   

  
	
  HITE MLP LP:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  HITE Hedge Asset
  Management LLC

  	
   

  	
   

  
	
  Attn:  James Jampel

  	
   

  	
   

  
	
  215
  Valentine St.

  	
   

  	
   

  
	
  Newton,
  MA  02465

  	
   

  	
   

  
	
  Email :
  jjampel@HITEHedge.com

  	
   

  	
   

  



 

















 


	
  IF TO:

  	
   

  	
  WITH A COPY TO:

  (WHICH DOES NOT CONSTITUTE NOTICE)

  
	
   

  	
   

  	
   

  
	
  HITE Hedge LP:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  HITE Hedge Asset
  Management LLC

  	
   

  	
   

  
	
  Attn:  James Jampel

  	
   

  	
   

  
	
  215
  Valentine St.

  	
   

  	
   

  
	
  Newton,
  MA  02465

  	
   

  	
   

  
	
  Email :
  jjampel@HITEHedge.com

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Credit
  Suisse Securities (USA) LLC:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Credit Suisse Securities
  (USA) LLC

  	
   

  	
   

  
	
  Attn:  Matthew Miller, CFA

  	
   

  	
   

  
	
  Email:  matt.miller@credit-suisse.com

  	
   

  	
   

  
	
  Phone:  212-325-3399

  	
   

  	
   

  
	
  Fax:  212-322-1176

  	
   

  	
   

  



 

















 


	
  BreitBurn Energy Partners L.P.:

  	
   

  
	
   

  	
   

  
	
  BreitBurn Energy Partners
  L.P.

  	
  Vinson &
  Elkins L.L.P.

  
	
  Attn: Jim Jackson

  	
  Attn: Alan Baden

  
	
  515 South Flower Street, Suite 4800

  	
  666 Fifth Avenue, 26th
  Floor

  
	
  Los
  Angeles, California 90071

  	
  New York, NY 10103

  
	
  Phone:
  213-225-5900

  	
  Email: abaden@velaw.com

  
	
  Fax:
  213-225-5917

  	
  Phone: 212-237-0001

  
	
   

  	
  Fax: 917-849-5337

  



 

















EXHIBIT A


 


Form of Legal Opinion


 


Capitalized terms used but not defined herein
have the meaning assigned to such terms in the Amended and Restated Unit
Purchase Agreement dated as of October 26, 2007 (the “Purchase
Agreement”). BreitBurn shall furnish to the Purchasers at the Closing an
opinion of Vinson & Elkins L.L.P., counsel for BreitBurn, addressed to
the Purchasers and dated the Closing Date in form satisfactory to Baker
Botts LLP, counsel for the Purchasers, stating that:


 


1.                                       As of the date
hereof, and prior to the sale and issuance of the Purchased Units as contemplated
by the Purchase Agreement, the issued and outstanding limited partner interests
of BreitBurn consist of 29,006,002 Common Units. The only issued and
outstanding general partner interest of BreitBurn is the interest of the
General Partner described in the Partnership Agreement. All outstanding Common
Units and the limited partner interests represented thereby have been duly
authorized and validly issued in accordance with applicable Law and the
Partnership Agreement and are fully paid (to the extent required by applicable
Law and under the Partnership Agreement) and nonassessable (except as such
nonassessability may be affected by matters described in Sections 17-303,
17-607 and 17-804 of the Delaware Revised Uniform Limited Partnership Act
(“Delaware
LP Act”)).


 


2.                                       To our
knowledge, except as described in the BreitBurn SEC Documents filed prior to
the date hereof, and except (a) for options granted pursuant to BreitBurn’s
existing 2006 Long-Term Incentive Plan, the Washburn Amended and Restated
Employment Agreement and the Breitenbach Amended and Restated Employment
Agreement, or (b) as contemplated by the Purchase Agreement, there are no
outstanding or authorized (i) options, warrants, preemptive rights,
subscriptions, calls or other rights, convertible securities, agreements,
claims or commitments of any character obligating BreitBurn or any of its
Subsidiaries to issue, transfer or sell any partnership interests or other
equity interests in BreitBurn or any of its Subsidiaries or securities convertible
into or exchangeable for such partnership interests, (ii) obligations of
BreitBurn or any of its Subsidiaries to repurchase, redeem or otherwise acquire
any partnership interests or equity interests in BreitBurn or any of its
Subsidiaries or any such securities or agreements listed in clause (i) of
this sentence or (iii) voting trusts or similar agreements to which
BreitBurn or any of its Subsidiaries is a party with respect to the voting of
the equity interests of BreitBurn or any of its Subsidiaries.


 


3.                                       All of the
issued and outstanding equity interests of each of BreitBurn’s Subsidiaries are
owned, directly or indirectly, by BreitBurn free and clear of any Liens (A) in
respect of which a financing statement under the Uniform Commercial Code
naming BreitBurn or any of its Subsidiaries as debtors is on file in the office
of the Secretary of State of the State of Delaware, (B) otherwise known to
us without independent investigation, other than those created under applicable
Law and (C) except for such Liens as may be imposed under BreitBurn’s
or its Subsidiaries’ credit facility.


 


4.                                       All of the
issued and outstanding equity interests of BreitBurn, BreitBurn Operating GP,
LLC, BreitBurn Operating L.P. and BreitBurn Fulton LLC have been duly
authorized and validly issued and are fully paid (to the extent required by the
organizational


 


1

















 


documents of such entities, as applicable) and non-assessable (except
as non-assessability may be affected by matters described in
Sections 17-303, 17-607 and 17-804 of the Delaware LP Act and
Sections 18-607 and 18-804 of the Delaware LLC Act, as applicable) and
free of preemptive rights.


 


5.                                       The Purchased
Units to be issued and sold to the Purchasers by BreitBurn pursuant to the
Purchase Agreement and the limited partner interests represented thereby have
been duly authorized by BreitBurn under the Partnership Agreement and the
Purchased Units, when issued and delivered to the Purchasers against payment
therefor in accordance with the terms of the Purchase Agreement, will be
validly issued, fully paid (to the extent required by applicable law and the
Partnership Agreement) and nonassessable (except as such nonassessability may be
affected by matters described in Sections 17-303, 17-607 and 17-804 of the
Delaware LP Act).


 


6.                                       Except for the
approvals required by the Commission in connection with BreitBurn’s obligations
under the Registration Rights Agreement, no authorization, consent, approval,
waiver, license, qualification, filing, declaration qualification or
registration with, any Governmental Authority is required for (i) the
issuance and sale by BreitBurn of the Purchased Units, (ii) the execution,
delivery and performance by the BreitBurn Parties of the Basic Documents or (iii) the
consummation of the transactions contemplated by the Basic Documents, except;
with respect to (ii) and (iii) above as such apply to the Hermes
Contribution Agreement, those items listed on Schedule 1 hereto; those
that have been obtained, or as may be required under state securities or “Blue
Sky” laws, as to which we do not express any opinion and except as addressed in
our opinion in paragraph 9.


 


7.                                       To our
knowledge, none of the offering or sale of the Purchased Units or the
registration of the Purchased Units pursuant to the Registration Rights
Agreement, all as contemplated by the Purchase Agreement, gives rise to any
rights for or relating to the registration of any Common Units or other
securities of BreitBurn other than those rights granted to the General Partner
and any of its Affiliates (as such term is defined in the Partnership
Agreement) under Section 7.12 of the Partnership Agreement, that certain
Registration Rights Agreement of BreitBurn dated as of May 24, 2007, that
certain Registration Rights Agreement of BreitBurn dated as of May 25,
2007 and that certain Registration Rights Agreement to be entered into with
Hermes pursuant to the Hermes Contribution Agreement.


 


8.                                       BreitBurn is not
an “investment company” within the meaning of the Investment Company Act of
1940, as amended.


 


9.                                       Assuming the
accuracy of the representations and warranties of each Purchaser contained in
the Purchase Agreement, the issuance and sale of the Purchased Units pursuant
to the Purchase Agreement is exempt from the registration requirements of the
Securities Act of 1933, as amended.


 


BreitBurn shall furnish to the Purchasers at
the Closing an opinion of Gregory C.
Brown, General Counsel of
BreitBurn, addressed to the Purchasers and dated the Closing Date in form satisfactory
to Baker Botts LLP, counsel for the Purchasers, stating that:


 

















 


1.                                       Each of
BreitBurn and its Subsidiaries is a corporation, limited partnership or limited
liability company, as applicable, duly organized, validly existing and in good
standing under the Laws of the state or other jurisdiction of its incorporation
or organization; (ii) has all requisite power and authority, and has all
material governmental licenses, authorizations, consents and approvals,
necessary to own, lease, use and operate its Properties and carry on its
business as its business is now being conducted as described in the BreitBurn
SEC Documents, except where the failure to obtain such licenses,
authorizations, consents and approvals would not reasonably be expected to have
a BreitBurn Material Adverse Effect; and (iii) is duly qualified or
licensed and in good standing as a foreign limited partnership, limited
liability company or corporation, as applicable, and is authorized to do
business in each jurisdiction in which the ownership or leasing of its
respective Properties or the character of its respective operations makes such
qualification necessary, except where the failure to obtain such qualification,
license, authorization or good standing would not reasonably be expected to
have a BreitBurn Material Adverse Effect.


 


2.                                       The execution,
delivery and performance by the BreitBurn Parties of the Basic Documents to
which they are parties and compliance by the BreitBurn Parties with the terms
and provisions thereof, and the issuance and sale by BreitBurn of the Purchased
Units, do not and will not (a) assuming the accuracy of the
representations and warranties of the Purchasers contained in the Purchase
Agreement and their compliance with the covenants contained therein, violate
any provisions of any Law, governmental permit, determination or award having
applicability to BreitBurn or any of its Subsidiaries or any of their
respective Properties, (b) conflict with or result in a violation or
breach of any provision of the certificate of limited partnership or the other
organizational documents of BreitBurn or organizational documents of any of
BreitBurn’s Subsidiaries, (c) require any consent, approval or notice
under or result in a violation or breach of or constitute (with or without due
notice or lapse of time or both) a default (or give rise to any right of
termination, cancellation or acceleration) under any contract, agreement,
instrument, obligation, note, bond, mortgage, license or loan or credit
agreement to which BreitBurn or any of its Subsidiaries is a party or by which
BreitBurn or any of its Subsidiaries or any of their respective Properties may be
bound, or (d) result in or require the creation or imposition of any Lien
upon or with respect to any of the Properties now owned or hereafter acquired
by BreitBurn or any of its Subsidiaries, except in the cases of clauses (a), (c) and
(d) where any such violation, default, breach, termination, cancellation,
failure to receive consent approval or notice, or acceleration would not,
individually or in the aggregate, reasonably likely to result in a BreitBurn
Material Adverse Effect; provided, however, that no opinion is expressed
pursuant hereto with respect to federal or state securities Laws or other
anti-fraud Laws.


 


3.                                       To my knowledge,
except as disclosed in the BreitBurn SEC Documents and except as to oil and gas
joint operating agreements entered into in the ordinary course of business,
neither BreitBurn nor any of its Subsidiaries owns any shares of capital stock
or other securities of or interests in, any other Person or is obligated to
make any capital contribution to or other investment in any other Person. All
of the issued and outstanding equity interests of Alamitos Company have been
duly authorized and validly issued and are fully paid and non-assessable and
free of preemptive rights.


 

















 


4.                                       Each of the
Basic Documents has been duly authorized and validly executed and delivered on
behalf of the BreitBurn Parties that are party thereto, and is enforceable
against such BreitBurn Party except as the enforceability thereof may be
limited by (A) applicable bankruptcy, insolvency, fraudulent transfer,
reorganization, moratorium or similar laws from time to time in effect
affecting creditors’ rights and remedies generally and by general principles of
equity (regardless of whether such principles are considered in a proceeding in
equity or at law) and (B) public policy, applicable law relating to
fiduciary duties and indemnification and an implied covenant of good faith and
fair dealing.


 


5.                                       To my knowledge,
there is no action, suit, proceeding or investigation pending against the
BreitBurn Parties or any of their respective officers, directors, properties or
assets that questions the validity of the Purchase Agreement or the
Registration Rights Agreement, or the right of the BreitBurn Parties to enter
into any of the foregoing agreements.


 

















EXHIBIT B


 


Registration Rights Agreement


 





















EXHIBIT C


 


Hermes Contribution Agreement


 





















EXHIBIT D


 


BreitBurn GP, LLC


Officer’s Certificate


 


Pursuant to Section 6.2(e) of the Amended and Restated Unit
Purchase Agreement, dated as of October 26, 2007 (the “Purchase
Agreement”) by and among BreitBurn Energy Partners L.P., a Delaware limited
partnership (the “Company”), and each of the purchasers named therein,
the undersigned hereby certifies on behalf of the Company as follows (terms
used but not defined herein have the meanings assigned to them in the Purchase
Agreement):


 


(A)                              The
Company has performed and complied with the covenants and agreements contained
in the Purchase Agreement that are required to be performed and complied with
by the Company on or prior to the date hereof.


 


(B)                                The
representations and warranties of the Company contained in the Purchase
Agreement that are qualified by materiality or BreitBurn Material Adverse
Effect are true and correct as of the date hereof and all other representations
and warranties of BreitBurn contained in the Purchase Agreement are true and
correct in all material respects as of the date hereof, except that
representations or warranties made as of a specific date are true and correct
as of such date only.


 


(C)                                Since
the date of the Purchase Agreement, no BreitBurn Material Adverse Effect has
occurred and is continuing.


 


[The remainder
of this page is intentionally left blank.]


 


1

















 


IN WITNESS
WHEREOF, the undersigned have executed this
Certificate this        day of November, 2007.


 


	
   

  	
   

  	
   

  
	
   

  	
  Randall H.
  Breitenbach

  
	
   

  	
  Co-Chief
  Executive Officer

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Halbert S.
  Washburn

  
	
   

  	
  Co-Chief
  Executive Officer

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  James G.
  Jackson

  
	
   

  	
  Chief
  Financial Officer

  



 


[OFFICER’S CERTIFICATE – SIGNATURE PAGE]


 

















EXHIBIT E


 


BREITBURN GP, LLC


 


Secretary’s Certificate


 


I, Bruce D. McFarland, Secretary of BreitBurn
GP, LLC, a Delaware limited liability company (“BreitBurn GP”)
and the general partner of BreitBurn Energy Partners LP, a Delaware limited
partnership (“BreitBurn”), hereby certify as
follows (capitalized terms used but not defined herein have the meaning assigned
to them in the Amended and Restated Unit Purchase Agreement, dated as of October 26,
2007, (the “Purchase Agreement”) by and among
BreitBurn and each of the purchasers party thereto:


 


(a)                                  Attached
hereto as Annex A is a true and complete copy of
the First Amended and Restated Agreement of Limited Partnership of BreitBurn,
dated October 10, 2006, as in full force and effect at all times from
October 10, 2006 to and including the date hereof.


 


(b)                                 Attached
hereto as Annex B are true and complete copies of
resolutions duly adopted by the Board of Directors of BreitBurn GP, on September 10, 2007.
Such resolutions have not been amended, modified or rescinded and remain in
full force and effect and such resolutions are the only resolutions adopted by
BreitBurn GP, any committee thereof or by or on behalf of any of the BreitBurn
Parties relating to the execution and delivery of the Basic Documents and the
consummation of the transactions contemplated thereby.


 


(c)                                  The
Basic Documents were executed and delivered on behalf of BreitBurn by duly
authorized officers pursuant to resolutions duly adopted.


 


(d)                                 Each
person who, as a duly authorized officer or an attorney-in-fact of such
officer, signed or will sign the Basic Documents, was at the time of such
signing and delivery, and is now duly elected or appointed, qualified and
acting as an officer or duly appointed and acting as such attorney-in-fact, and
the signatures of such persons appearing on such document are their genuine
signatures.


 


(e)                                  The
persons whose names appear on Annex C hereto
are duly qualified and acting officers of BreitBurn GP, as indicated, duly
elected or appointed to the offices set forth opposite their respective names,
and the signature set opposite the name of each officer is his authentic
signature.


 


(f)                                    Vinson &
Elkins L.L.P. is entitled to rely on this certificate in connection with the
opinion that such firm is rendering pursuant to Section 6.2(b) of the
Purchase Agreement.


 


[The remainder of this page is intentionally left blank.]


 


1

















 


IN WITNESS WHEREOF,
the undersigned has executed this Certificate as of this        
day of November, 2007.


 


	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Bruce D. McFarland

  
	
   

  	
  Secretary

  



 


I, Halbert S. Washburn, Co-Chief Executive
Officer of BreitBurn GP, hereby certify that Bruce D. McFarland is the duly
elected, qualified and acting Secretary of BreitBurn GP, and that the signature
appearing above is his genuine signature.


 


IN WITNESS WHEREOF,
the undersigned has executed this Certificate as of this        
day of November, 2007.


 


	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Halbert S. Washburn

  
	
   

  	
  Co-Chief Executive Officer

  



 


[SECRETARY’S
CERTIFICATE – BREITBURN GP LLC]


 

















 


ANNEX A


 


 

















 


ANNEX B


 


 

















 


ANNEX C


 


Officers
of BreitBurn GP


 


	
  Title

  	
   

  	
  Name

  	
   

  	
  Specimen Signature

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Co-Chief Executive Officer

  	
   

  	
  Randall H. Breitenbach

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Co-Chief Executive Officer

  	
   

  	
  Halbert S. Washburn

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Chief Financial Officer

  	
   

  	
  James G. Jackson

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  General Counsel

  	
   

  	
  Gregory C. Brown

  	
   

  	
   

  



 


 





















EXHIBIT F


 


Purchasers’


Officer’s Certificate


 


Pursuant to Sections 6.3(d) or 6.4(d) of the Amended and
Restated Unit Purchase Agreement, dated as of October 26, 2007 (the “Purchase
Agreement”) by and among BreitBurn Energy Partners L.P., a Delaware limited
partnership (the “Company”), [           ]
(the “Purchaser”) and each of the other purchasers set forth therein,
the undersigned hereby certifies on behalf of the Purchaser as follows (terms
used but not defined herein have the meanings assigned to them in the Purchase
Agreement):


 


(A)                              The
Purchaser has performed and complied with the covenants and agreements
contained in the Purchase Agreement that are required to be performed and
complied with by such Purchaser on or prior to the date hereof.


 


(B)                                The
representations and warranties of such Purchaser contained in the Purchase
Agreement that are qualified by materiality or Purchaser Material Adverse
Effect are true and correct as of the date hereof and all other representations
and warranties of such Purchaser contained in the Purchase Agreement are true and
correct in all material respects as of the date hereof, except that
representations or warranties made as of a specific date are true and correct
as of such date only.


 


(C)                                Since
the date of the Purchase Agreement, no Purchaser Material Adverse Effect in
respect of such Purchaser has occurred and is continuing.


 


[The remainder
of this page is intentionally left blank.]


 


1

















 


IN WITNESS
WHEREOF, the undersigned have executed this
Certificate this         day of November,
2007.


 


	
   

  	
  PURCHASER A

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  	
   

  
	
   

  	
   

  	
  Title:

  	
   

  



 


[OFFICER’S CERTIFICATE — PURCHASER A]


 

















EXHIBIT G


 


Escrow Agreement


 


[OFFICER’S
CERTIFICATE — PURCHASER A]